November 9, 2021
Exhibit 1
November 9, 2021
Attn: Xxxxx Xxxxx and Xxxxx Xxxxxxxxx
1345 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: | Amended and Restated Registration Rights Agreement |
Dear Xx. Xxxxx and Xx. Xxxxxxxxx:
Reference is made to (i) the Amended and Restated Registration Rights Agreement, dated as of December 23, 2008 (as amended, the “Agreement”), by and among Loral Space & Communications Inc. (the “Company”) and the other parties thereto; and (ii) the Transaction Agreement and Plan of Merger, dated as of November 23, 2020 (the “Integration Agreement”), by and among the Company, Telesat Canada and the other parties thereto.
Please be advised that the Company hereby terminates the Agreement in accordance with its terms, effective as of and contingent upon the consummation of the transactions contemplated by the Integration Agreement. If the Integration Agreement is terminated in accordance with its terms, then this letter will terminate automatically and be of no further force or effect.
We kindly request that you, by your signature below, acknowledge and agree to the matters set forth in this letter agreement within seven (7) days of the date hereof.
This letter agreement may be executed in one or more counterparts, each of which will be deemed to constitute an original, but all of which shall constitute one and the same agreement, and may be delivered by facsimile or other electronic means intended to preserve the original graphic or pictorial appearance of a document.
Thank you again for your service to the Company over the years, and best regards.
Sincerely,
/s/ Xxx Xxxx
Xxx Xxxx
ACKNOWLEDGED AND AGREED: |
MHR INSTITUTIONAL PARTNERS LP |
By: MHR Institutional Advisors LLC, its General |
Partner |
By: /s/ Xxxxx Xxxxx |
Name: Xxxxx Xxxxx |
Title: Authorized Signatory |
MHRA LP |
By: MHR Institutional Advisors LLC, its General |
Partner |
By: /s/ Xxxxx Xxxxx |
Name: Xxxxx Xxxxx |
Title: Authorized Signatory |
MHRM LP |
By: MHR Institutional Advisors LLC, its General |
Partner |
By: /s/ Xxxxx Xxxxx |
Name: Xxxxx Xxxxx |
Title: Authorized Signatory |
Page 2
MHR INSTITUTIONAL PARTNERS II LP |
By: MHR Institutional Advisors II LLC, its General Partner |
By: /s/ Xxxxx Xxxxx |
Name: Xxxxx Xxxxx |
Title: Authorized Signatory |
MHR INSTITUTIONAL PARTNERS IIA LP |
By: MHR Institutional Advisors II LLC, its General Partner |
By: /s/ Xxxxx Xxxxx |
Name: Xxxxx Xxxxx |
Title: Authorized Signatory |
MHR INSTITUTIONAL PARTNERS III LP |
By: MHR Institutional Advisors III LLC, its General Partner |
By: /s/ Xxxxx Xxxxx |
Name: Xxxxx Xxxxx |
Title: Authorized Signatory |
MHR CAPITAL PARTNERS MASTER ACCOUNT II HOLDINGS |
LLC |
By: MHR Advisors LLC, the General Partner of its Sole Member |
By: /s/ Xxxxx Xxxxx |
Name: Xxxxx Xxxxx |
Title: Authorized Signatory |
Page 3
MHR CAPITAL PARTNERS MASTER ACCOUNT LP |
By: MHR Advisors LLC, its General Partner |
By: /s/ Xxxxx Xxxxx |
Name: Xxxxx Xxxxx |
Title: Authorized Signatory |
MHR CAPITAL PARTNERS (100) LP |
By: MHR Advisors LLC, its General Partner |
By: /s/ Xxxxx Xxxxx |
Name: Xxxxx Xxxxx |
Title: Authorized Signatory |
Page 4