Contract
EXHIBIT 2.24
EXECUTION COPY
SUPPLEMENTAL INDENTURE, dated as of January 20, 2009 (this “Second Priority
Supplemental Indenture”), among Satélites Mexicanos, S.A. de C.V., a corporation (sociedad
anónima de capital variable) organized under the laws of the United Mexican States (the
“Issuer”), Alterna’TV Corporation, a Delaware corporation (the “New Second Priority
Guarantor”); Xxxxx Fargo Bank, National Association, as indenture trustee (the “Second
Priority Trustee”) under that certain Indenture dated as of November 30, 2006 (the
“Second Priority Indenture”) among the Company, each of the Guarantors named
therein, and the Second Priority Trustee.
W I T N E S S E T H :
WHEREAS, Capitalized terms used and not defined herein shall have the meanings ascribed to
such terms in the Second Priority Indenture.
WHEREAS, Section 9.1(3) of the Second Priority Indenture provides that the Company, when
authorized by Board Resolutions, and the Second Priority Trustee may, among other things, enter
into one or more indentures supplemental to the Second Priority Indenture, without the consent of
any Second Priority Holder, to provide for Guarantees of the Second Priority Securities;
WHEREAS, Section 4.28(c)(iv)(a) of the Second Priority Indenture provides that any newly
created or acquired Restricted Subsidiary of the Company must join the Second Priority Indenture as
a Guarantor; and
WHEREAS, the Company, the Second Priority Trustee and the New Second Priority Guarantor shall
execute and deliver this Supplemental Indenture.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Second Priority Guarantees. The New Second Priority Guarantor hereby agrees to
unconditionally assume all of the rights and obligations of a Guarantor under the Second Priority
Indenture as described therein.
2. Trustee. The Second Priority Trustee accepts the modification of the Second
Priority Indenture effected by this Supplemental Indenture, but only upon the terms and conditions
set forth in the Second Priority Indenture. Without limiting the generality of the foregoing, the
Second Priority Trustee assumes no responsibility for the correctness of the recitals herein
contained, which shall be taken as the statements of the Company. The Second Priority Trustee
makes no representation and shall have no responsibility as to the validity and sufficiency of this
Supplemental Indenture.
3. Intercreditor Agreement. Notwithstanding anything herein to the contrary, the
exercise of any right, privilege, power or remedy by the Second Priority Trustee and any other
Second Priority Claimholders hereunder are subject to the provisions of the Intercreditor
Agreement, dated as of November 30, 2006 (as amended, restated, supplemented or otherwise
modified from time to time, the “Intercreditor Agreement”), among Satélites Mexicanos, S.A. de
C.V., HSBC Bank USA, National Association, as First Priority Collateral Trustee, and Xxxxx Fargo
Bank, National Association, as Second Priority Collateral Trustee, and certain other persons party
thereto or that may become party thereto from time to time. In the event of any conflict between
the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor
Agreement shall govern and control as between the First Priority Collateral Trustee, the First
Priority Indenture Trustee and any other First Priority Claimholders and the Second Priority
Collateral Trustee, the Second Priority Indenture Trustee and any other Second Priority
Claimholders.
4. Effect on Second Priority Indenture. As supplemented by this Supplemental
Indenture, the Second Priority Indenture is hereby ratified and confirmed in all respects.
5. Counterparts. This Supplemental Indenture may be executed in counterparts, each of
which when so executed shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.
6. Governing Law. This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year first above written.
SATÉLITES MEXICANOS, S.A. DE C.V. |
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By: | /s/ XXXXXXXX XXX | |||
Name: | Xxxxxxxx Xxx | |||
Title: | Vice President, Engineering & Operations | |||
By: | /s/ XXXXXXXXX XXXXX | |||
Name: | Xxxxxxxxx Xxxxx | |||
Title: | Director of Finance | |||
ALTERNA’TV CORPORATION |
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By: | /s/ XXXX XXXXX | |||
Name: | Xxxx Xxxxx | |||
Title: | CFO | |||
By: | /s/ XXXXXXX XXXXXX | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | Vice President for Legal Affairs and Secretary | |||
XXXXX FARGO BANK, NATIONAL ASSOCIATION |
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By: | /s/ XXXXXX XXXX | |||
Name: | Xxxxxx Xxxx | |||
Title: | Vice President |
[Signature Page to the Second Priority Supplemental Indenture]