SENIOR SUBORDINATED BRIDGE LOAN AGREEMENT Dated as of October 31, 2007 among TELESAT HOLDINGS INC., as Holdings TELESAT INTERCO INC., as Initial Canadian Borrower 4363230 CANADA INC. (which on the Closing Date will amalgamate with TELESAT CANADA), as...Bridge Loan Agreement • November 2nd, 2007 • Loral Space & Communications Inc. • Radio & tv broadcasting & communications equipment • New York
SENIOR SUBORDINATED BRIDGE LOAN AGREEMENT dated as of October 31, 2007 (this “Agreement”), among TELESAT INTERCO INC., a Canada corporation (“Initial Canadian Borrower”), TELESAT HOLDINGS INC., a Canada corporation (“Holdings”), 4363230 CANADA INC. (“Intermediate Holdco” or, from and after each of the Assumption and the amalgamation with Telesat Canada to continue as Telesat Canada, the “Canadian Borrower”), TELESAT LLC, a Delaware limited liability company and a wholly owned subsidiary of the Initial Canadian Borrower (the “U.S. Borrower” and, together with the Initial Canadian Borrower (before and after the Assumption) and Canadian Borrower, the “Borrowers”), certain subsidiaries of Holdings as Guarantors, the LENDERS party hereto from time to time, MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, UBS SECURITIES LLC (“UBSS”), as syndication agent (in such capacity, the “Syndication Agent”), JPMORGAN CHASE BAN
OMNIBUS AGREEMENTOmnibus Agreement • November 2nd, 2007 • Loral Space & Communications Inc. • Radio & tv broadcasting & communications equipment • Ontario
OMNIBUS AGREEMENT, dated as of October 30, 2007 (this “Agreement”), by and among Loral Space & Communications Inc., a Delaware corporation (“Parent”), Loral Skynet Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Skynet”), Public Sector Pension Investment Board, a Canadian Crown corporation (“PSP”), Red Isle Private Investments Inc., a Canadian corporation and an Affiliate of PSP (“Red Isle”), and Telesat Holdings Inc. (formerly 4363205 Canada Inc.), a Canadian corporation (“Holdco”). Capitalized, undefined terms used herein shall have the respective meanings ascribed to them in the Asset Transfer Agreement (as hereinafter defined). Unless otherwise specified herein, all dollar amounts expressed in this Agreement as (i) “$” are to United States dollars and (ii) “C$” are to Canadian dollars.
CREDIT AGREEMENT Dated as of October 31, 2007 among TELESAT HOLDINGS INC. as Holdings TELESAT INTERCO INC., as Initial Canadian Borrower 4363230 CANADA INC. as Canadian Borrower (which on the Closing Date will amalgamate with TELESAT CANADA) TELESAT...Credit Agreement • November 2nd, 2007 • Loral Space & Communications Inc. • Radio & tv broadcasting & communications equipment • New York
CREDIT AGREEMENT dated as of October 31, 2007 (this “Agreement”), among TELESAT INTERCO INC., a Canada corporation (“Initial Canadian Borrower”), TELESAT HOLDINGS INC., a Canada corporation (“Holdings”), 4363230 CANADA INC. (“Intermediate Holdco” or, from and after each of the Assumption and the amalgamation with Telesat Canada to continue as Telesat Canada, the “ Canadian Borrower”), TELESAT LLC, a Delaware limited liability company and a wholly owned subsidiary of the Initial Canadian Borrower (the “U.S. Borrower” and, together with the Initial Canadian Borrower (before and until the Assumption) and the Canadian Borrower, the “Borrowers”), certain subsidiaries of Holdings as Guarantors, the LENDERS party hereto from time to time, MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”) and MORGAN STANLEY & CO. INCORPORATED (“MS”) as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders, UBS SECURITIES LLC (“UBSS
ADJUSTMENT AGREEMENT dated as of October 29th, 2007.Adjustment Agreement • November 2nd, 2007 • Loral Space & Communications Inc. • Radio & tv broadcasting & communications equipment • Ontario
WHEREAS the Seller, the Purchaser and the Corporation have entered into a share purchase agreement dated December 16, 2006 (the “Share Purchase Agreement”), with respect to the sale by the Seller of all of the issued and outstanding Common Shares in the share capital of the Corporation and certain promissory notes of the Corporation to the Purchaser (the “Transaction”).
AMENDING AGREEMENTAmending Agreement • November 2nd, 2007 • Loral Space & Communications Inc. • Radio & tv broadcasting & communications equipment • Ontario
Obligations of the type described in clause (iii) of the definition of Acquisition Debt shall restrict the ability of the Corporation to redeem any Senior Preferred Shares in cash on any such specified redemption date.
ACKNOWLEDGEMENT AND INDEMNITY AGREEMENTAcknowledgement and Indemnity Agreement • November 2nd, 2007 • Loral Space & Communications Inc. • Radio & tv broadcasting & communications equipment • Ontario
Telesat Canada, Telesat Holdings Inc. and Telesat Interco Inc., corporations incorporated or amalgamated under the laws of Canada (the “Companies”),
SENIOR BRIDGE LOAN AGREEMENT Dated as of October 31, 2007 among TELESAT HOLDINGS INC., as Holdings TELESAT INTERCO INC., as Initial Canadian Borrower 4363230 CANADA INC. (which on the Closing Date will amalgamate with TELESAT CANADA), as Canadian...Senior Bridge Loan Agreement • November 2nd, 2007 • Loral Space & Communications Inc. • Radio & tv broadcasting & communications equipment • New York
SENIOR BRIDGE LOAN AGREEMENT dated as of October 31, 2007 (this “Agreement”), among TELESAT INTERCO INC., a Canada corporation (“Initial Canadian Borrower”), TELESAT HOLDINGS INC., a Canada corporation (“Holdings”), 4363230 CANADA INC. (“Intermediate Holdco” or, from and after each of the Assumption and the amalgamation with Telesat Canada to continue as Telesat Canada, the “Canadian Borrower”), TELESAT LLC, a Delaware limited liability company and a wholly owned subsidiary of the Initial Canadian Borrower (the “U.S. Borrower” and, together with the Initial Canadian Borrower (before and after the Assumption) and Canadian Borrower, the “Borrowers”), certain subsidiaries of Holdings as Guarantors, the LENDERS party hereto from time to time, MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, UBS SECURITIES LLC (“UBSS”), as syndication agent (in such capacity, the “Syndication Agent”), JPMORGAN CHASE BANK, N.A., THE
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • November 2nd, 2007 • Loral Space & Communications Inc. • Radio & tv broadcasting & communications equipment • Ontario
WHEREAS, Loral is engaged in the satellite communications business through its wholly-owned subsidiary, Loral Skynet Corporation (“Skynet”);
SHAREHOLDERS AGREEMENT BETWEEN PUBLIC SECTOR PENSION INVESTMENT BOARD AND RED ISLE PRIVATE INVESTMENTS INC. AND LORAL SPACE & COMMUNICATIONS INC. AND LORAL SPACE & COMMUNICATIONS HOLDINGS CORPORATION AND LORAL HOLDINGS CORPORATION AND LORAL SKYNET...Shareholders Agreement • November 2nd, 2007 • Loral Space & Communications Inc. • Radio & tv broadcasting & communications equipment • Ontario
LORAL SPACE & COMMUNICATIONS HOLDINGS CORPORATION, a corporation incorporated under the laws of the State of Delaware (“Loral Parent”)
INDEMNITY AGREEMENTIndemnity Agreement • November 2nd, 2007 • Loral Space & Communications Inc. • Radio & tv broadcasting & communications equipment • Ontario
Telesat Canada, Telesat Holdings Inc. and Telesat Interco Inc., corporations incorporated or amalgamated under the laws of Canada (individually, a “Company” and collectively, the “Companies”),
