GUARANTEE
Exhibit 2.46
For value received, each Guarantor (which term includes any successor Person under the
Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the
Indenture and subject to the provisions in the Indenture dated as of May 5, 2011 (the “Indenture”)
between Satmex Escrow, S.A. de C.V., (the “Company”) and Wilmington Trust FSB as trustee (the
“Trustee”), (a) the due and punctual payment of the principal of, premium on, if any, interest and
Special Interest, if any, on, the Notes, whether at maturity, by acceleration, redemption or
otherwise, the due and punctual payment of interest on overdue principal of, premium on, if any,
interest and Special Interest, if any, on, the Notes, if any, if lawful, and the due and punctual
performance of all other obligations of the Company to the Holders or the Trustee all in accordance
with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by
acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the
Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 11 of
the Indenture and reference is hereby made to the Indenture for the precise terms of the Note
Guarantee.
Capitalized terms used but not defined herein have the meanings given to them in the
Indenture.
| ALTERNA’TV CORPORATION | ||||||||
| By: | /s/ Xxxxxxxx Xxxxxxxxx | |||||||
| Name: | Patricio Northland | |||||||
| Title: | Chief Executive Officer | |||||||
