First Priority Collateral Trust Agreement Sample Contracts

FIRST PRIORITY COLLATERAL TRUST AGREEMENT
First Priority Collateral Trust Agreement • December 19th, 2006 • Satelites Mexicanos Sa De Cv • Radiotelephone communications • New York

COLLATERAL TRUST AGREEMENT, dated as of November 30, 2006, among SATÉLITES MEXICANOS, S.A. de C.V., a corporation (sociedad anónima de capital variable) organized under the laws of the United Mexican States (“Satmex” or the “Company”), each of the First Priority Guarantors (defined below), HSBC Bank USA, National Association, as Collateral Trustee hereunder (in such capacity, together with any successor appointed hereunder, the “Collateral Trustee”) and, HSBC Bank USA, National Association, as Indenture Trustee under the First Priority Indenture described herein (in such capacity, together with any successor appointed thereunder, the “Indenture Trustee”).

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