SATÉLITES MEXICANOS, S.A. DE C.V. $325,000,000 of 9.50% Senior Secured Notes due 2017 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2011 • Satelites Mexicanos Sa De Cv • Radiotelephone communications • New York
Satmex Escrow, S.A. de C.V. (“Escrow Issuer”), a newly-formed sociedad anónima de capital variable organized under the laws of the United Mexican States (“Mexico”) and a wholly-owned subsidiary of Satélites Mexicanos, S.A. de C.V. (“Satmex”), a sociedad anónima de capital variable organized under the laws of Mexico is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement dated May 2, 2011, by and among the Escrow Issuer, Satmex, the Initial Purchaser and the subsidiary guarantors named therein (the “Purchase Agreement”), $325,000,000 aggregate principal amount of 9.50% Senior Secured Notes due 2017 issued by Escrow Issuer (each, a “Note” and collectively, the “Notes”). For purposes of this Agreement, prior to the Assumption (as defined in the Indenture), the term “Company” refers to the Escrow Issuer. After the consummation of the Assumption, the term “Company” refers to Satmex. As an inducement to the Initial Pur
GUARANTEEGuarantee • June 10th, 2011 • Satelites Mexicanos Sa De Cv • Radiotelephone communications
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 obliga
ContractFirst Lien Mortgage • June 10th, 2011 • Satelites Mexicanos Sa De Cv • Radiotelephone communications
In the City of Mexico, Federal District, Mexico, on this 26th day of May, 2011, before me, Mr. Roberto Núñez y Bandera, Notary Public No. 1 of this City, hereby state: the First Lien Mortgage (this “Mortgage”) granted by Satélites Mexicanos, S.A. de C.V., as mortgagor (the “Mortgagor” or the “Company”), in favor of Wells Fargo Bank, National Association, not in its individual capacity but solely in its capacity as Collateral Trustee pursuant to the Collateral Trust Agreement (as such terms are defined below), on behalf and for the benefit of the Secured Parties (as defined below), as mortgagee (in such capacity, together with its successors and assigns, the “Mortgagee”), in accordance with the following Recitals, Representations and Warranties and Clauses. Capitalized terms used in this Agreement which are not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture (as defined below) or the Collateral Trust Agreement, as applicable.
SECURITY AGREEMENT among ALTERNA’ TV CORPORATION as a Grantor, ALTERNA’ TV INTERNATIONAL CORPORATION as a Grantor, THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO, each a Grantor, and WELLS FARGO BANK, NATIONAL ASSOCIATION as the Collateral Trustee...Security Agreement • June 10th, 2011 • Satelites Mexicanos Sa De Cv • Radiotelephone communications • New York
This SECURITY AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Security Agreement”), dated as of May 26, 2011, is made by ALTERNA’ TV CORPORATION, a Delaware corporation (“Alterna’TV Corp.”), ALTERNA’ TV INTERNATIONAL CORPORATION, a Delaware corporation (“Alterna’TV International Corp.”) and each of the parties from time to time executing this Security Agreement or a joinder hereto (the “Additional Grantors”; together with Alterna’TV Corp. and Alterna’TV International Corp. collectively, the “Grantors”, and each, individually, a “Grantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely in its capacity as collateral trustee for the benefit of the Secured Parties (as defined below) (in such capacity and together with its successors and assigns, the “Collateral Trustee”). Capitalized terms shall have the meaning ascribed thereto in Article I.
ContractMerger Agreement • June 10th, 2011 • Satelites Mexicanos Sa De Cv • Radiotelephone communications
MERGER AGREEMENT (“AGREEMENT”) ENTERED INTO BY AND BETWEEN SATELITES MEXICANOS, S.A. DE C.V. (“SATMEX”) HEREBY REPRESENTED BY MR. PABLO MANZUR Y BERNABEU, AND, SATMEX ESCROW, S.A. DE C.V. (“SATMEX ESCROW”), HEREBY REPRESENTED BY MESSRS. LUIS FERNANDO STEIN VELASCO Y PABLO MANZUR Y BERNABEU PURSUANT TO THE FOLLOWING REPRESENTATIONS AND CLAUSES:
COLLATERAL TRUST AGREEMENT dated as of May 26, 2011 among SATÉLITES MEXICANOS, S.A. DE C.V. the Guarantors from time to time party hereto, WILMINGTON TRUST FSB as Trustee under the Indenture and WELLS FARGO BANK, NATIONAL ASSOCIATION as Collateral TrusteeCollateral Trust Agreement • June 10th, 2011 • Satelites Mexicanos Sa De Cv • Radiotelephone communications • New York
This Collateral Trust Agreement (this “Agreement”) is dated as of May 26, 2011 and is by and among Satélites Mexicanos, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of Mexico (the “Satmex”), the Guarantors from time to time party hereto, Wilmington Trust FSB, as Trustee (as defined below), and Wells Fargo Bank National Association, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).
EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • June 10th, 2011 • Satelites Mexicanos Sa De Cv • Radiotelephone communications
This Equity Interest Pledge Agreement (Contrato de Prenda Sobre Parte Social) is entered into on this 26 day of May, 2011 (this “Agreement”), by and between Satélites Mexicanos, S.A. de C.V., as pledgor (the “Pledgor”), and Wells Fargo Bank, National Association, not in its individual capacity but solely in its capacity as Collateral Trustee pursuant to the Collateral Trust Agreement (as such terms are defined below), on behalf and for the benefit of the Secured Parties (as defined below), as pledgee (in such capacity, together with its successors and assigns, the “Pledgee”), with the consent and acknowledgment of Enlaces Integra, S. de R.L. de C.V. (the “Company”), in accordance with the following Recitals, Representations and Warranties and Clauses. Capitalized terms used in this Agreement which are not otherwise defined herein, shall have the meaning ascribed to such terms in the Indenture (as defined below) or the Collateral Trust Agreement, as applicable.
FLOATING LIEN PLEDGE AGREEMENTFloating Lien Pledge Agreement • June 10th, 2011 • Satelites Mexicanos Sa De Cv • Radiotelephone communications
This Floating Lien Pledge Agreement (Contrato de Prenda sin Transmisión de Posesión) is entered into on this 26 day of May, 2011 (this “Agreement”), by and between Satélites Mexicanos, S.A. de C.V., as pledgor (the “Pledgor”), Wells Fargo Bank, National Association, not in its individual capacity but solely in its capacity as Collateral Trustee pursuant to the Collateral Trust Agreement (as such terms are defined below), on behalf and for the benefit of the Secured Parties (as defined below), as pledgee (in such capacity, together with its successors and assigns, the “Pledgee”), in accordance with the following Recitals, Representations and Warranties and Clauses. Capitalized terms used in this Agreement which are not otherwise defined herein shall have the meaning ascribed to such terms in the Indenture (as defined below) or the Collateral Trust Agreement, as applicable.
PLEDGE AGREEMENTPledge Agreement • June 10th, 2011 • Satelites Mexicanos Sa De Cv • Radiotelephone communications • New York
This PLEDGE AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Pledge Agreement”), dated as of May 26, 2011, is made by SATÉLITES MEXICANOS, S.A. DE C.V., a sociedad anónima de capital variable organized under the laws of Mexico (“Satmex”) and each of the parties from time to time executing this Pledge Agreement or joinder hereto (the “Additional Pledgors”; together with Satmex, collectively, the “Pledgors,” and each, individually, a “Pledgor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), not in its individual capacity but solely in its capacity as Collateral Trustee for the benefit of the Secured Parties (as defined below) (in such capacity and together with its successors and assigns, the “Collateral Trustee”). Capitalized terms shall have the meaning ascribed thereto in Article I.
