Common use of Asset Sales Clause in Contracts

Asset Sales. (a) Loral Space shall not, and shall not permit any Restricted Subsidiary to, consummate an Asset Sale unless: (1) Loral Space (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (3) at least 75% of the consideration therefor received by Loral Space or such Restricted Subsidiary is in the form of cash or Cash Equivalents. Only for purposes of this clause (3), each of the following shall be deemed to be cash: (A) any liabilities (as shown on Loral Space's or such Restricted Subsidiary's most recent balance sheet), of Loral Space or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Loral Space or such Restricted Subsidiary from further liability; (B) any securities, notes or other obligations received by the Guarantor or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by Loral Space or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion); (C) any assets described in clause (2) or (4) of paragraph (b) of this Section 4.14; (D) Marketable Securities; and (E) Designated Other Permitted Consideration; provided that the aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted Consideration, taken together with the fair market value at the time of receipt of all other designated Other Permitted Consideration received pursuant to this clause (E), less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time of the receipt of such Designated Other Permitted Consideration (with the fair market value of each item of Designated Other Permitted Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space may apply (or, in the case of clause (2), (3) or (4) below, enter into a binding commitment to apply) such Net Proceeds: (1) to repay Indebtedness of Loral Space or any Restricted Subsidiary which is not subordinated to this Guaranty; (2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business or to purchase Equity Interests of a Restricted Subsidiary from another Person; (3) to make a capital expenditure in a Permitted Business or to make an Investment in a Permitted Venture; or (4) to acquire or to acquire the right to use other long-term assets that are used or useful in a Permitted Business. (c) Pending the final application of any such Net Proceeds, Loral Space may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Guaranty. (d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph (b) of this Section 4.14 shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15 million, Loral Space shall make, or shall cause the Company to make, an Offer to Purchase to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Offer to Purchase shall be equal to 101% of principal amount plus accrued and unpaid interest to the date of purchase, and shall be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to Purchase, Loral Space may use such Excess Proceeds for any purpose not otherwise prohibited by this Guaranty. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Offer to Purchase required by this Section 4.14, the amount of Excess Proceeds shall be reset at zero. (e) Loral Space shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes required by this Section 4.

Asset Sales. (a) Loral Space The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: (1) Loral Space the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value value, as determined in good faith by the Company's Board of Directors, of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (32) at least 75% of the consideration therefor received in the Asset Sale by Loral Space the Company or such Restricted Subsidiary is in the form of cash or Cash EquivalentsReplacement Assets, or a combination of both. Only for For purposes of this clause (3)provision, each of the following shall will be deemed to be cash: (A) any liabilities (liabilities, as shown on Loral Space's or such Restricted Subsidiarythe Company's most recent consolidated balance sheet), of Loral Space the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes or the Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation an agreement that releases Loral Space the Company or such Restricted Subsidiary from further liabilityliability or with respect to which the transferee has granted a full and complete indemnity to the Company or such Restricted Subsidiary; (B) any securities, notes or other obligations received by the Guarantor Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by Loral Space the Company or such Restricted Subsidiary into cash (cash, to the extent of the cash received in that conversion); (C) any assets described in clause (2) or (4) of paragraph (b) of this Section 4.14; (D) Marketable Securities, within 180 days after receipt; and (E) Designated Other Permitted Consideration; provided that the aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted Consideration, taken together with the fair market value at the time of receipt of all other designated Other Permitted Consideration received pursuant to this clause (E), less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time of the receipt of such Designated Other Permitted Consideration (with the fair market value of each item of Designated Other Permitted Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space may apply (or, in the case of clause (2), (3) or (4) below, enter into a binding commitment to apply) such Net Proceeds: (1) to repay Indebtedness of Loral Space or any Restricted Subsidiary which is not subordinated to this Guaranty; (2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business or to purchase Equity Interests of a Restricted Subsidiary from another Person; (3) to make a capital expenditure in a Permitted Business or to make an Investment in a Permitted Venture; or (4) to acquire or to acquire the right to use other long-term assets that are used or useful in a Permitted Business. (c) Pending the final application of any such Net Proceeds, Loral Space may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Guaranty. (d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph (b) of this Section 4.14 shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15 million, Loral Space shall make, or shall cause the Company to make, an Offer to Purchase to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Offer to Purchase shall be equal to 101% of principal amount plus accrued and unpaid interest to the date of purchase, and shall be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to Purchase, Loral Space may use such Excess Proceeds for any purpose not otherwise prohibited by this Guaranty. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Offer to Purchase required by this Section 4.14, the amount of Excess Proceeds shall be reset at zero. (e) Loral Space shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes required by this Section 4.

Asset Sales. (a) Loral Space The Borrower shall not, and nor shall not the Borrower permit any Restricted Subsidiary to, consummate an any Asset Sale unless: (1) Loral Space (the Borrower or the such Restricted Subsidiary, as the case may be) , receives consideration at the time (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise in connection with such Asset Sale Sale) at least equal to the fair market value (measured at the time of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of;of and (2) such fair market value is (A) determined by two Officers except in the case of Loral Space if the fair market value is less than a Permitted Asset Swap, with respect to any Asset Sale pursuant to this Section 7.04 for a purchase price in excess of $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater10.0 million, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (3) at least 7575.0% of the consideration therefor for such Asset Sale, together with all other Asset Sales since the Closing Date (on a cumulative basis), received by Loral Space the Borrower or such a Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. Only ; provided that each of the following will be deemed to be cash or Cash Equivalents for purposes of this clause (3), each of the following shall be deemed to be cash:2): (Aa) any liabilities (as shown on Loral Space's the Borrower’s or such any Restricted Subsidiary's ’s most recent balance sheet or in the footnotes thereto or if incurred or accrued subsequent to the date of such balance sheet), such liabilities that would have been reflected on the Borrower’s or a Restricted Subsidiary’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of Loral Space such balance sheet, as determined in good faith by the Borrower) of the Borrower or any Restricted Subsidiary (Subsidiary, other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Securities) Obligations, that are (i) assumed by the transferee of any such assets pursuant (or a third party in connection with such transfer) or (ii) otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Borrower or a customary novation agreement that releases Loral Space or such Restricted Subsidiary from further liabilitySubsidiary); (Bb) any securities, notes or other obligations or assets received by the Guarantor Borrower or any such Restricted Subsidiary from such transferee or in connection with such Asset Sale (including earnouts and similar obligations) that are contemporaneously (subject to ordinary settlement periods) converted by Loral Space the Borrower or such a Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash received in that conversion)or Cash Equivalents received) within 180 days following the closing of such Asset Sale; (Cc) any assets described Designated Non-Cash Consideration received by the Borrower or any Restricted Subsidiary in clause (2) or (4) of paragraph (b) of this Section 4.14; (D) Marketable Securities; and (E) Designated Other Permitted Consideration; provided that the such Asset Sale having an aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted Considerationvalue, taken together with the fair market value at the time of receipt of all other designated Other Permitted Designated Non-Cash Consideration received pursuant to this clause (Ec) that is at that time outstanding, not to exceed the greater of (i) $20.0 million and (ii) 10% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis), less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time of the receipt of such Designated Other Permitted Consideration (with the fair market value of each item of Designated Other Permitted Non-Cash Consideration being measured measured, at the Borrower’s option, either at the time of contractually agreeing to such Asset Sale or at the time received and and, in either case, without giving effect to any subsequent changes change(s) in value). (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space may apply (or, in the case of clause (2), (3) or (4) below, enter into a binding commitment to apply) such Net Proceeds: (1) to repay Indebtedness of Loral Space or any Restricted Subsidiary which is not subordinated to this Guaranty; (2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business or to purchase Equity Interests of a Restricted Subsidiary from another Person; (3) to make a capital expenditure in a Permitted Business or to make an Investment in a Permitted Venture; or (4d) to acquire or to acquire the right to use other long-term assets that are used or useful in a Permitted Business. (c) Pending the final application Indebtedness of any Restricted Subsidiary that ceases to be a Restricted Subsidiary as a result of such Net Proceeds, Loral Space may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Guaranty. Asset Sale (d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph (b) of this Section 4.14 shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15 million, Loral Space shall make, or shall cause the Company to make, an Offer to Purchase to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Offer to Purchase shall be equal to 101% of principal amount plus accrued and unpaid interest than intercompany debt owed to the date Borrower or a Restricted Subsidiary), to the extent that the Borrower and each other Restricted Subsidiary are released from any guarantee of purchase, and shall be payable in cash. If any Excess Proceeds 25 remain after consummation payment of an Offer to Purchase, Loral Space may use such Excess Proceeds for any purpose not otherwise prohibited by this Guaranty. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tenderedin connection with such Asset Sale. Upon completion To the extent any Collateral is disposed of each Offer to Purchase required as expressly permitted by this Section 4.147.04 to any Person other than a Loan Party, such Collateral shall automatically be sold free and clear of the Liens created by the Loan Documents, and, if requested by the Administrative Agent, upon the certification by the Borrower that such disposition is permitted by this Agreement, the amount of Excess Proceeds Administrative Agent and the Collateral Agent shall be reset at zeroauthorized to take any actions deemed appropriate in order to effect the foregoing. (e) Loral Space shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes required by this Section 4.

Asset Sales. (a) Loral Space shall The Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: (1a) Loral Space the Company (or the a Restricted Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (3b) at least 75% of the aggregate consideration therefor received in the Asset Sale by Loral Space the Company or such a Restricted Subsidiary and all other Asset Sales since the date of this Indenture is in the form of cash or Cash Equivalents. Only for For purposes of this clause (3)provision, each of the following shall will be deemed to be cash: (A1) any liabilities (liabilities, as shown on Loral Space's or such Restricted Subsidiary's the Company’s most recent consolidated balance sheet), of Loral Space the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity agreement that releases Loral Space the Company or such Restricted Subsidiary from or indemnifies the Company or such Restricted Subsidiary against further liability; (B2) with respect to any Asset Sale of oil and natural gas properties by the Company or any Restricted Subsidiary where the Company or such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Company or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto which the transferee (or an Affiliate thereof) agrees to pay; (3) any securities, notes or other obligations received by the Guarantor Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) are, within 180 days of the Asset Sale, converted by Loral Space the Company or such Restricted Subsidiary into cash (cash, to the extent of the cash received in that conversion); (C4) any Capital Stock or assets described of the kind referred to in clause (2) or (4) of paragraph (b) of this Section 4.14; (D) Marketable Securities4.10(c); and (E5) any Designated Other Permitted Consideration; provided that Non-cash Consideration received by the Company or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted ConsiderationFair Market Value, taken together with the fair market value at the time of receipt of all other designated Other Permitted Designated Non-cash Consideration received pursuant to this clause (Ee), less the not to exceed an amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5equal to 5.0% of Loral Space's the Company’s Adjusted Consolidated Net Tangible Assets (determined at the time of the receipt of such Designated Other Permitted Consideration (Non-cash Consideration), with the fair market value Fair Market Value of each item of Designated Other Permitted Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (bc) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space the Company (or any Restricted Subsidiary) may apply (or, in the case of clause (2), (3) or (4) below, enter into a binding commitment to apply) such Net ProceedsProceeds at its option to any combination of the following: (1) to repay repay, repurchase or redeem any Indebtedness of Loral Space the Company or any a Restricted Subsidiary which of the Company, other than (i) Indebtedness of an Issuer or a Guarantor that is not subordinated to this Guarantythe Notes or the Note Guarantees, (ii) Capital Stock or (iii) Indebtedness owed to an Affiliate of the Company; (2) to acquire all or substantially all of the assets ofassets, or a majority any Capital Stock, of one or more other Persons primarily engaged in the Voting Stock ofOil and Gas Business, another Permitted Business or if, after giving effect to purchase Equity Interests any such acquisition of Capital Stock, such Person becomes a Restricted Subsidiary from another Personof the Company; (3) to make a capital expenditure expenditures in a Permitted Business respect of the Company’s or to make an Investment in a Permitted Ventureany Restricted Subsidiaries’ Oil and Gas Business; or (4) to acquire or to acquire the right to use other long-term assets that are not classified as current assets under GAAP and that are used or useful in the Oil and Gas Business. The requirement of clause (2) or (4) of Section 4.10(c) shall be deemed to be satisfied if a Permitted Business. (c) bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the Company or any of its Restricted Subsidiaries with a Person other than an Affiliate of the Company within the time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within 180 days following the date such agreement is entered into. Pending the final application of any such Net Proceeds, Loral Space the Company (or any Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest such the Net Proceeds in any manner that is not prohibited by this Guaranty. (d) Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph (bSection 4.10(c) of this Section 4.14 shall will constitute "“Excess Proceeds." ” When the aggregate amount of Excess Proceeds exceeds $15 20.0 million, Loral Space shall makewithin five days thereof, or shall cause the Company to make, will make an Offer to Purchase offer (an “Asset Sale Offer”) to all Holders of the Notes and all holders of other Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty Section 4.10 with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets to purchase purchase, prepay or redeem, on a pro rata basis, the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer to Purchase shall will be equal to 101100% of the principal amount amount, plus accrued and unpaid interest interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date, and shall will be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to PurchaseAsset Sale Offer, Loral Space the Company or any Restricted Subsidiary may use such those Excess Proceeds for any purpose not otherwise prohibited by this GuarantyIndenture. If the aggregate principal amount of Notes and tendered in such other pari passu Indebtedness tendered into such Asset Sale Offer to Purchase exceeds the amount of Excess ProceedsProceeds allocated to the purchase of Notes, the Trustee shall will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis (except that any Notes represented by a Note in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law), based on the principal amount amounts tendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of Notes and such other pari passu Indebtedness tendered$2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. (e) Loral Space shall . The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with each repurchase of Notes required by pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 3.09 or this Section 44.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 or this Section 4.10 by virtue of such compliance.

Asset Sales. (a) Loral Space The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: (1i) Loral Space the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; (2ii) such fair market value is determined in good faith by (Aa) determined by two Officers an executive officer of Loral Space the General Partner if the fair market value is less than $25 million 20.0 million, as evidenced by an Officers’ Certificate delivered to the Trustee or (Bb) determined by the Board of Directors and of the General Partner if the value is $20.0 million or more, as evidenced by a resolution of the such Board of Directors if of the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the TrusteeGeneral Partner; and (3iii) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by Loral Space the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. Only for For purposes of this clause (3iii), each of the following shall be deemed to be cash: (A) any liabilities (as shown on Loral Space's the Company’s or such Restricted Subsidiary's ’s most recent balance sheet), ) of Loral Space the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes or any Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Loral Space the Company or such Restricted Subsidiary from further liability;; and (B) any securities, notes or other obligations Obligations received by the Guarantor Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) within 180 days after the Asset Sale converted by Loral Space such Issuer or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion); (C) any assets described in clause (2) or (4) of paragraph (b) of this Section 4.14; (D) Marketable Securities; and (E) Designated Other Permitted Consideration; provided that the aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted Consideration, taken together with the fair market value at the time of receipt of all other designated Other Permitted Consideration received pursuant to this clause (E), less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time of the receipt of such Designated Other Permitted Consideration (with the fair market value of each item of Designated Other Permitted Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space may apply Sale (or, or within 90 days after such 360-day period in the case of clause (2), (3) or (4) below, enter event the Company enters into a binding commitment with respect to apply) such application), the Company or a Restricted Subsidiary may apply such Net ProceedsProceeds at its option: (1i) to repay secured Indebtedness of Loral Space or any the Company and/or its Restricted Subsidiary which is not subordinated Subsidiaries and/or to this Guarantysatisfy all mandatory repayment obligations under the Credit Facilities arising by reason of such Asset Sale; (2ii) to make a capital expenditure in a Permitted Business; (iii) to acquire other tangible assets that are used or useful in a Permitted Business; or (iv) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business or to purchase Equity Interests of a Restricted Subsidiary from another Person; (3) to make a capital expenditure Person engaged in a Permitted Business or to make an Investment Equity Interests of a Person engaged in a Permitted Venture; or (4) Business so long as such Person or the Person to acquire or to acquire the right to use other long-term which such assets that are used or useful in transferred is a Permitted Business. (c) Restricted Subsidiary. Pending the final application of any such Net Proceeds, Loral Space the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this GuarantyIndenture. (dc) Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph (bSection 4.07(b) of this Section 4.14 shall above will constitute "“Excess Proceeds." ”. When the aggregate amount of Excess Proceeds exceeds $15 25.0 million, Loral Space shall make, or shall cause the Company to make, Issuers will make an Asset Sale Offer to Purchase to all Holders of Notes and and, at the option of the Issuers, all holders of other Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds; provided that Notes tendered shall be given priority over any such other Indebtedness unless such other Indebtedness contains provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in which case the Notes and such other Indebtedness will be purchased on a pro rata basis. The offer price in any Asset Sale Offer to Purchase shall will be equal to 101100% of principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchasePurchase Date, and shall will be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to PurchaseAsset Sale Offer, Loral Space the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this GuarantyIndenture, including, without limitation, the repurchase or redemption of Indebtedness of the Issuers or any Subsidiary Guarantor that is subordinated to the Notes or, in the case of any Subsidiary Guarantor, the Guarantee of such Subsidiary Guarantor. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer to Purchase exceeds the amount of Excess ProceedsProceeds allocated for repurchases of Notes pursuant to the Asset Sale Offer for Notes, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount among Holders of Notes and such other pari passu Indebtedness tenderedNotes. Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (ed) Loral Space The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with each repurchase of Notes required by pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 3.09 or this Section 44.07, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 3.09 or this Section 4.07 by virtue of such conflict.

Asset Sales. (a) Loral Space shall The Borrower will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate an any Asset Sale unlessexcept: (a) Asset Sales (including the Air Medical Segment Sale) subject to the following conditions: (1) Loral Space (the Borrower or the such Restricted Subsidiary, as the case may be) Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed ofincluded in such Asset Sale; (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (3) at least 75% of the total consideration therefor received by Loral Space or in such Restricted Subsidiary is in the form Asset Sale consists of cash or Cash Equivalents. Only for purposes of this clause (3), each of the following shall be deemed to be cash: (A) any liabilities (as shown on Loral Space's or such Restricted Subsidiary's most recent balance sheet), of Loral Space or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Loral Space or such Restricted Subsidiary from further liability; (B3) any securities, notes or other obligations received by the Guarantor or any Borrower complies with the mandatory prepayment provisions of Section 2.10 with respect to such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by Loral Space or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion); (C) any assets described in clause (2) or (4) of paragraph (b) of this Section 4.14; (D) Marketable SecuritiesAsset Sale; and (E4) Designated Other Permitted Consideration; provided that the aggregate fair market value (as determined pursuant Net Proceeds therefrom are deposited directly in a Net Proceeds Account and held on deposit therein until reinvested or applied to clause (2) above) of such Designated Other Permitted Consideration, taken together repay the Loans in accordance with the fair market value at the time of receipt of all other designated Other Permitted Consideration received pursuant to this clause (E), less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time of the receipt of such Designated Other Permitted Consideration (with the fair market value of each item of Designated Other Permitted Consideration being measured at the time received and without giving effect to subsequent changes in value)Section 2.10. (b) Within 360 days after transfers of cash or Cash Equivalents; (c) transfers of assets (including Equity Interests) that are governed by, and made in accordance with, Section 6.13; (d) Investments permitted under Section 6.03 and Restricted Payments permitted under Section 6.02; (e) the receipt creation or realization of any Net Proceeds from an Asset SalePermitted Lien or a disposition in connection with a Permitted Lien; (f) transfers of obsolete, Loral Space may apply damaged or worn out equipment; (or, g) any transfer or series of related transfers of assets with a Fair Market Value not in excess of $1,000,000 individually or $15,000,000 in the case aggregate for all such transfers; (h) any transfer of clause assets acquired substantially contemporaneously with such transfer; (2i) a transfer of assets (i) by the Borrower to a Restricted Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary), (3ii) by a Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary), and (iii) by a Restricted Subsidiary that is a Foreign Subsidiary to the Borrower or to another Restricted Subsidiary that is a Foreign Subsidiary (other than an Excluded Subsidiary); (j) an issuance, sale, transfer or other disposition of Equity Interests (i) by a Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or (4ii) below, enter into by a binding commitment Restricted Subsidiary that is a Foreign Subsidiary to apply) such Net Proceeds:the Borrower or to another Restricted Subsidiary that is a Foreign Subsidiary (other than an Excluded Subsidiary); (1k) to repay Indebtedness the sale for Fair Market Value of Loral Space accounts receivable that are generated from operations conducted outside the United States by the Borrower or any Restricted Subsidiary which is not subordinated to this Guarantyor other sales of accounts receivable in connection with the collection or compromise thereof; (2l) to acquire all leases of Aircraft or substantially all other real or personal property in the ordinary course in exchange for rental payments that were fair and adequate on the date of the assets of, lease or a majority of the Voting Stock of, another Permitted Business or to purchase Equity Interests of a Restricted Subsidiary from another Person; (3) to make a capital expenditure in a Permitted Business or to make an Investment in a Permitted Venture; or (4) to acquire or to acquire the right to use other long-term assets that are any such property not presently used or useful in a Permitted Business.the business of the Borrower and its Restricted Subsidiaries; (cm) Pending casualty event, condemnation or seizure; (n) the final application unwinding, termination transfer, liquidation or novation of any such Net Proceeds, Loral Space may temporarily reduce revolving credit borrowings Cash Management Obligations or otherwise invest such Net Proceeds in any manner that is not prohibited by this Guaranty.Hedge Contract; (do) Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph (b) of this Section 4.14 shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15 million, Loral Space shall make, or shall cause the Company to make, an Offer to Purchase to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Offer to Purchase shall be equal to 101% of principal amount plus accrued and unpaid interest to the date of purchase, and shall be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to Purchase, Loral Space may use such Excess Proceeds for any purpose not otherwise prohibited by this Guaranty. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Offer to Purchase required by this Section 4.14, the amount of Excess Proceeds shall be reset at zero. (e) Loral Space shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase any Sale and Leaseback Transaction so long as any Attributable Indebtedness is permitted pursuant to Section 6.01(q); (p) a sale or disposition pursuant to the terms of Notes required by this Section 4a Disclosed Existing Sublease; and (q) Asset Sales in connection with any replacement of any parts or engine in accordance with the terms of the applicable Aircraft Mortgages.

Asset Sales. (a) Loral Space The Borrower shall not, and nor shall not the Borrower permit any Restricted Subsidiary to, consummate an any Asset Sale unless: (1) Loral Space (the Borrower or the such Restricted Subsidiary, as the case may be) , receives consideration at the time (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise in connection with such Asset Sale Sale) at least equal to the fair market value (measured at the time of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of;of and (2) such fair market value is (A) determined by two Officers except in the case of Loral Space if the fair market value is less than a Permitted Asset Swap, with respect to any Asset Sale pursuant to this Section 7.04 for a purchase price in excess of $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater50.0 million, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (3) at least 7575.0% of the consideration therefor for such Asset Sale, together with all other Asset Sales since the Closing Date (on a cumulative basis), received by Loral Space the Borrower or such a Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. Only ; provided that each of the following will be deemed to be cash or Cash Equivalents for purposes of this clause (3), each of the following shall be deemed to be cash:2): (Aa) any liabilities (as shown on Loral Space's the Borrower’s or such any Restricted Subsidiary's ’s most recent balance sheet or in the footnotes thereto or if incurred or accrued subsequent to the date of such balance sheet), such liabilities that would have been reflected on the Borrower’s or a Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of Loral Space such balance sheet, as determined in good faith by the Borrower) of the Borrower or any Restricted Subsidiary (Subsidiary, other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Securities) Obligations, that are (i) assumed by the transferee of any such assets pursuant (or a third party in connection with such transfer) or (ii) otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Borrower or a customary novation agreement that releases Loral Space or such Restricted Subsidiary from further liabilitySubsidiary); (Bb) any securities, notes or other obligations or assets received by the Guarantor Borrower or any such Restricted Subsidiary from such transferee or in connection with such Asset Sale (including earnouts and similar obligations) that are contemporaneously (subject to ordinary settlement periods) converted by Loral Space the Borrower or such a Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash received in that conversion)or Cash Equivalents received) within 180 days following the closing of such Asset Sale; (Cc) any assets described Designated Non-Cash Consideration received by the Borrower or any Restricted Subsidiary in clause (2) or (4) of paragraph (b) of this Section 4.14; (D) Marketable Securities; and (E) Designated Other Permitted Consideration; provided that the such Asset Sale having an aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted Considerationvalue, taken together with the fair market value at the time of receipt of all other designated Other Permitted Designated Non-Cash Consideration received pursuant to this clause (Ec) that is at that time outstanding, not to exceed the greater of (i) $155.0 million and (ii) 20.0% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis), less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time of the receipt of such Designated Other Permitted Consideration (with the fair market value of each item of Designated Other Permitted Non-Cash Consideration being measured measured, at the Borrower’s option, either at the time of contractually agreeing to such Asset Sale or at the time received and and, in either case, without giving effect to any subsequent changes change(s) in value).; (bd) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space may apply (or, in the case of clause (2), (3) or (4) below, enter into a binding commitment to apply) such Net Proceeds: (1) to repay Indebtedness of Loral Space or any Restricted Subsidiary which is not subordinated that ceases to this Guaranty; (2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business or to purchase Equity Interests of be a Restricted Subsidiary as a result of such Asset Sale (other than intercompany debt owed to the Borrower or a Restricted Subsidiary), to the extent that the Borrower and each other Restricted Subsidiary are released from another Person; (3) to make a capital expenditure any guarantee of payment of the principal amount of such Indebtedness in a Permitted Business or to make an Investment in a Permitted Ventureconnection with such Asset Sale; or (4e) to acquire any Investment, Capital Stock, assets, property or to acquire the right to use capital or other long-term assets that are used or useful in a Permitted Business. (c) Pending the final application of any such Net Proceeds, Loral Space may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Guaranty. (d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph (b) of this Section 4.14 shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15 million, Loral Space shall make, or shall cause the Company to make, an Offer to Purchase to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Guaranty expenditure of the Notes containing provisions similar kind referred to those set forth in this Guaranty with respect to offers to purchase or redeem with Section 2.05(2)(b)(ii). To the proceeds extent any Collateral is disposed of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Offer to Purchase shall be equal to 101% of principal amount plus accrued and unpaid interest to the date of purchase, and shall be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to Purchase, Loral Space may use such Excess Proceeds for any purpose not otherwise prohibited by this Guaranty. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Offer to Purchase required as expressly permitted by this Section 4.147.04 to any Person other than a Loan Party, such Collateral shall automatically be sold free and clear of the Liens created by the Loan Documents, and, if requested by the Administrative Agent, upon the certification by the Borrower that such disposition is permitted by this Agreement, the amount of Excess Proceeds Administrative Agent and the Collateral Agent shall be reset at zeroauthorized to take any actions deemed appropriate in order to effect the foregoing. (e) Loral Space shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes required by this Section 4.

Asset Sales. (a) Loral Space shall The Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unlessunless each of the following conditions are satisfied and the Company shall have delivered to the Trustee a certificate of an Authorized Officer of the Company certifying that such conditions have been satisfied: (1) Loral Space the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;; and (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (3) at least 7590% of the consideration therefor received by Loral Space the Company or such Restricted Subsidiary is in the form of cash cash, Authorized Investments or Cash EquivalentsReplacement Assets or a combination thereof. Only for For purposes of this clause (3)provision, each of the following shall will be deemed to be cash: (A) any liabilities (liabilities, as shown on Loral Space's or such Restricted Subsidiary's the most recent consolidated balance sheet), sheet (or as would be shown on the Company’s consolidated balance sheet as of Loral Space the date of such Asset Sale) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary written novation agreement that releases Loral Space the Company or such Restricted Subsidiary from further liability;liability therefor; and (B) any securities, notes Notes or other obligations received by the Guarantor Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by Loral Space the Company or such Restricted Subsidiary into cash or Authorized Investments within ninety (90) days after such Asset Sale, to the extent of the cash or Authorized Investments received in that conversion); (C) any assets described in clause (2) or (4) of paragraph (b) of this Section 4.14; (D) Marketable Securities; and (E) Designated Other Permitted Consideration; provided that the aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted Consideration, taken together with the fair market value at the time of receipt of all other designated Other Permitted Consideration received pursuant to this clause (E), less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time of the receipt of such Designated Other Permitted Consideration (with the fair market value of each item of Designated Other Permitted Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) Within 360 three hundred and sixty (360) days after the receipt of any Net Cash Proceeds from an Asset Sale, Loral Space the Company (or the applicable Restricted Subsidiary, as the case may be) may apply (or, in the case of clause (2), (3) or (4) below, enter into a binding commitment an amount equal to apply) such Net Cash Proceeds: (1) to repay Indebtedness of Loral Space or any Restricted Subsidiary which is not subordinated to this Guaranty;Senior Debt in accordance with the applicable Senior Debt Instrument; or (2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business make any capital expenditure or to purchase Equity Interests of Replacement Assets (or enter into a Restricted Subsidiary from another Person; (3) binding agreement to make a such capital expenditure in a Permitted Business or to make an Investment purchase such Replacement Assets); provided that (i) such capital expenditure or purchase is consummated within the later of (x) three hundred and sixty (360) days after the receipt of the Net Cash Proceeds from the related Asset Sale and (y) one hundred and eighty (180) days after the date of such binding agreement and (ii) if such capital expenditure or purchase is not consummated within the period set forth in a Permitted Venture; or subclause (4) i), the amount not so applied will be deemed to acquire or to acquire the right to use other long-term assets that are used or useful in a Permitted Businessbe Excess Proceeds. (c) Pending the final application of any such Net Cash Proceeds, Loral Space the Company or the applicable Restricted Subsidiary may temporarily reduce Working Capital Debt or other revolving credit borrowings or otherwise invest such the Net Cash Proceeds in any manner that is not prohibited by this GuarantyIndenture. (d) Any An amount equal to any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in paragraph (b) the preceding paragraphs of this Section 4.14 shall 4.12 will constitute "“Excess Proceeds." When ” If on any date, the aggregate amount of Excess Proceeds exceeds $15 million200,000,000, Loral Space shall makethen within ten (10) Business Days after such date, or shall cause the Company to make, will make an Asset Sale Offer to Purchase to all Holders of Notes and all holders of other Indebtedness that is pari passu in accordance with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess ProceedsSection 3.09. The offer price or prepayment amount in any Asset Sale Offer to Purchase shall will be equal to 101100% of the principal amount of the Notes plus accrued and unpaid interest to and to, but excluding, the date of purchase, and shall will be payable in cash. If any Excess Proceeds 25 remain unapplied after consummation of an Offer to PurchaseAsset Sale Offer, Loral Space the Company and its Restricted Subsidiaries may use such those Excess Proceeds for any purpose not otherwise prohibited by this Guaranty. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tenderedIndenture. Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. (e) Loral Space shall Notwithstanding the foregoing, the sale, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, will be governed by the provisions of Section 5.01 and not by the provisions of this Section 4.12. (f) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes required by pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 or this Section 44.12, or compliance with the provisions of Section 3.09 or this Section 4.12 would constitute a violation of any such laws or regulations, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 or this Section 4.12 by virtue of such compliance. (g) If the Trustee, on behalf of the Holders, receives any Net Cash Proceeds applied to the prepayment of Senior Debt and this Indenture does not require the Company to make an Asset Sale Offer pursuant to this Section 4.12, the Company shall instruct the Trustee to deposit such proceeds in the Construction Account or the Revenue Account, as applicable, and the Trustee shall be required to make such deposit. (h) Pending their application all Net Cash Proceeds while held by the Company in an Account will be invested as Authorized Investments in which the Security Trustee has a perfected Security Interest for the benefit of the Secured Parties, subject only to Permitted Liens. The Company will grant to the Security Trustee, on behalf of the Secured Parties, a security interest, subject only to Permitted Liens, on any property or assets purchased, rebuilt, repaired, replaced or constructed with such Excess Proceeds on the terms set forth in the Indenture and the Security Documents.

Asset Sales. (a) Loral Space shall The Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale Sale, unless: (1) Loral Space (the Company or the such Restricted Subsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value (such fair market value to be determined in good faith by the Company, including its board of directors if such fair market value is in excess of $100,000,000, at the time of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of;; and (2) such fair market value is (A) determined by two Officers except in the case of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greaterPermitted Asset Swap, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (3) at least 75% of the consideration therefor received by Loral Space the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. Only for purposes of this clause (3), each of ; provided that the following shall be deemed to be cashamount of: (A) any liabilities (as shown on Loral Space's the Company’s or such Restricted Subsidiary's ’s most recent balance sheet)sheet or in the footnotes thereto) of the Company or such Restricted Subsidiary, of Loral Space or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes or that are owed to the Company or a Restricted Subsidiary, that (x) that are assumed by the transferee of any such assets pursuant or (y) are otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to a customary novation agreement that releases Loral Space the Company or such its Restricted Subsidiary from further liability;Subsidiaries) and, in each case, for which the Company and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (B) any securities, notes or other obligations or assets received by the Guarantor Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by Loral Space the Company or such Restricted Subsidiary into cash Cash Equivalents (to the extent of the cash received in that conversion);Cash Equivalents received) within 180 days following the closing of such Asset Sale, and (C) Indebtedness of any assets described Restricted Subsidiary that ceases to be a Restricted Subsidiary as a result of such Asset Sale (other than intercompany debt owed to the Company or any Restricted Subsidiary), to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in clause (2) or (4) of paragraph (b) of this Section 4.14;connection with such Asset Sale, and (D) Marketable Securities; and any (Ei) Designated Other Permitted Consideration; provided that Non-Cash Consideration received by the Company or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value (value, as determined pursuant to clause (2) above) of such Designated Other Permitted Considerationby the Company in good faith, taken together with the fair market value at the time of receipt of all other designated Other Permitted Designated Non-Cash Consideration received pursuant to this clause (E)D)(i) that is at that time outstanding, less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5not to exceed 5.0% of Loral Space's Consolidated Tangible Total Assets at the time of the receipt of such Designated Other Non-Cash Consideration, or (ii) any Investment (not constituting a Permitted Consideration Asset Swap) received by the Company or a Restricted Subsidiary that is treated by the Company as a Restricted Payment under Section 4.07(a) or 4.07(b) hereof or a Permitted Investment under clause (8), (13) or (26) of the definition thereof, with the fair market value of each such item of Designated Other Non-Cash Consideration, Restricted Payment or Permitted Consideration Investment being measured pursuant to this clause (D) at the time received and without giving effect to subsequent changes in value), shall be deemed to be Cash Equivalents for purposes of this provision and for no other purpose. (b) Within 360 450 days after the receipt of any Net Proceeds from an of any Asset Sale, Loral Space the Company or such Restricted Subsidiary, at its option, may apply (or, in the case of clause (2), (3) or (4) below, enter into a binding commitment to apply) Net Proceeds from such Net ProceedsAsset Sale: (1) to permanently reduce: (A) Obligations constituting First Lien Obligations and, if the Indebtedness repaid is revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than Obligations owed to the Company or a Restricted Subsidiary); provided that (x) to the extent that the terms of First Lien Obligations (other than Obligations under the Notes) require that such First Lien Obligations be repaid with the Net Proceeds of Asset Sales prior to repayment of other Indebtedness (including the Notes), the Company and its Restricted Subsidiaries shall be entitled to repay Indebtedness of Loral Space such other First Lien Obligations prior to repaying the Obligations under the Notes and (y) except as provided in the foregoing clause (x), if the Company or any Restricted Subsidiary which shall so reduce First Lien Obligations, the Company will equally and ratably reduce Obligations under the Notes as provided in Section 3.07 hereof through open-market purchases (provided that such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth herein for an Asset Sale Offer) to all Holders to purchase their Notes at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the principal amount of Notes so purchased; (B) Obligations ranking pari passu with the Notes other than First Lien Obligations so long as the relevant Net Proceeds are received with respect to non- Collateral; provided that if the Company or any Restricted Subsidiary shall so reduce any such pari passu Obligations, the Company will equally and ratably reduce or offer to reduce Obligations under the Notes in any manner set forth in clause (A) above; or (C) Indebtedness of a Restricted Subsidiary that is not subordinated a Guarantor, other than Indebtedness owed to this Guarantythe Company or another Restricted Subsidiary; (2) to acquire all make (a) an Investment in any one or substantially all more businesses; provided that such Investment in any business is in the form of the assets ofacquisition of Capital Stock that results in the Company or any of its Restricted Subsidiaries, or a majority as the case may be, owning an amount of the Voting Capital Stock of, another Permitted Business of such business such that it constitutes a Restricted Subsidiary or to purchase Equity Interests increases the Company’s direct or indirect percentage ownership of the Capital Stock of a Restricted Subsidiary from another Person;Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in the case of each of (a), (b) and (c), used or useful in a Similar Business; provided that the assets (including Capital Stock) acquired with the Net Proceeds of a disposition of Collateral are pledged as Collateral to the extent required under the Security Documents (except to the extent the Lien thereon is released by the lenders under the Senior Credit Facilities); or (3) to make a capital expenditure in a Permitted Business or to make an Investment in (a) any one or more businesses; provided that such Investment in any business is in the form of the acquisition of Capital Stock that results in the Company or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Permitted Venture; or Restricted Subsidiary or increases the Company’s direct or indirect percentage ownership of the Capital Stock of a Restricted Subsidiary, (4b) to acquire properties or to acquire (c) acquisitions of other assets that, in the right to use other long-term case of each of (a), (b) and (c), replace the businesses, properties or assets that are used the subject of such Asset Sale; provided that the assets (including Capital Stock) acquired with the Net Proceeds of a disposition of Collateral are pledged as Collateral to the extent required under the Security Documents (except to the extent the Lien thereon is released by the lenders under the Senior Credit Facilities); provided that, in the case of clauses (2) and (3) of this Section 4.10, a binding commitment entered into not later than such 450th day shall extend the period for such Investment or useful other payment for an additional 180 days after the end of such 450-day period so long as the Company or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Company or such Restricted Subsidiary enters into another Acceptable Commitment (a Permitted Business“Second Commitment”) within such 180-day period; provided further that (x) if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied or (y) such Net Proceeds are not actually so invested or paid in accordance with clauses (2) or (3) of this Section 4.10 by the end of such 180-day period, then such Net Proceeds shall constitute Excess Proceeds on the date of such cancellation or termination, or such 180th day, as applicable. (c) Pending the final application of any such Net Proceeds, Loral Space may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Guaranty. (d) Any Net Proceeds from any Asset Sales Sale that are not invested or applied or invested as provided and within the time period set forth in the preceding paragraph (b) of this Section 4.14 shall will be deemed to constitute "“Excess Proceeds." ” When the aggregate amount of Excess Proceeds exceeds $15 million100,000,000, Loral Space shall make, or shall cause the Company to make, shall make an Offer to Purchase offer to all Holders of the Notes and all holders and, if required by the terms of other Indebtedness any indebtedness that is pari passu in right of payment with the Guaranty Notes (“Pari Passu Indebtedness”), to the holders of the Notes containing provisions similar to those set forth such Pari Passu Indebtedness (an “Asset Sale Offer” in this Guaranty accordance with respect to offers to purchase or redeem with the proceeds of sales of assets Section 3.09 hereof), to purchase the maximum aggregate principal amount of the Notes and such other pari passu Pari Passu Indebtedness that is in an amount equal to at least $2,000, that may be purchased out of the Excess Proceeds. The Proceeds at an offer price in any Offer to Purchase shall be cash in an amount equal to 101100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest interest, if any, to the date fixed for the closing of purchasesuch offer, and shall be payable in cashaccordance with the procedures set forth in this Indenture. If any The Company will commence an Asset Sale Offer with respect to Excess Proceeds 25 remain within ten Business Days after consummation the date that Excess Proceeds exceed $100,000,000 by delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. The Company may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to Purchasesuch Net Proceeds prior to the expiration of the relevant 450 days (or such longer period provided above) or with respect to Excess Proceeds of $100,000,000 or less in accordance with Section 3.09 hereof. (d) To the extent that the aggregate principal amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, Loral Space the Company may use such any remaining Excess Proceeds for any purpose not otherwise prohibited by general corporate purposes, subject to the other covenants contained in this GuarantyIndenture. If the aggregate principal amount of Notes and or the Pari Passu Indebtedness surrendered by such other pari passu Indebtedness tendered into such Offer to Purchase holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other pari passu Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes and or such other pari passu Pari Passu Indebtedness tendered. Upon completion of each Offer to Purchase required by this Section 4.14any such Asset Sale Offer, the amount of Excess Proceeds that resulted in the Asset Sale Offer shall be reset at to zero. (e) Loral Space shall Pending the final application of any Net Proceeds pursuant to this covenant, the Company and its Restricted Subsidiaries may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise use or invest such Net Proceeds in any manner not prohibited by this Indenture. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and or regulations are applicable in connection with each the repurchase of the Notes required pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of such compliance. The provisions under this Section 4Indenture relative to the Company’s obligation to make an offer to repurchase the Notes as a result of an Asset Sale may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.

Asset Sales. (a) Loral Space shall The Company will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate an Asset Sale unless: (1) Loral Space the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (32) at least 75% of the consideration therefor received in the Asset Sale by Loral Space the Company or such Restricted Subsidiary is in the form of cash cash, Cash Equivalents or Cash EquivalentsReplacement Assets or a combination thereof. Only for For purposes of this clause (3)provision, each of the following shall will be deemed to be cash: (Aa) any liabilities (liabilities, as shown recorded on Loral Space's or such Restricted Subsidiary's most recent the balance sheet), sheet of Loral Space the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities) liabilities), that are assumed by the transferee of any such assets pursuant and as a result of which the Company and its Restricted Subsidiaries are no longer obligated with respect to a customary novation agreement that releases Loral Space such liabilities or such Restricted Subsidiary from are indemnified against further liabilityliabilities; (Bb) any securities, notes or other obligations received by the Guarantor Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by Loral Space the Company or such Restricted Subsidiary into cash (or Cash Equivalents within 180 days following the closing of the Asset Sale, to the extent of the cash or Cash Equivalents received in that conversion); (Cc) any Capital Stock or assets described of the kind referred to in clause (2Section 4.10(b)(2) or (4Section 4.10(b)(4) of paragraph (b) of this Section 4.14hereof; (Dd) Marketable SecuritiesIndebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any Guarantee of such Indebtedness in connection with such Asset Sale; (e) consideration consisting of Indebtedness of the Company or any Guarantor received from Persons who are not the Company or any Restricted Subsidiary; and (Ef) Designated Other Permitted Consideration; provided that consideration other than cash, Cash Equivalents or Replacement Assets received by the Company or any Restricted Subsidiary in Asset Sales with a Fair Market Value not exceeding $10.0 million in the aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted Consideration, taken together with since the fair market value at the time of receipt of all other designated Other Permitted Consideration received pursuant to this clause (E), less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time of the receipt of such Designated Other Permitted Consideration (with the fair market value of each item of Designated Other Permitted Consideration being measured at the time received and without giving effect to subsequent changes in value)Issue Date. (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space the Company (or the applicable Restricted Subsidiary, as the case may be) may apply (or, in the case of clause (2), (3) or (4) below, enter into a binding commitment to apply) such Net Proceeds: (1) to repay Indebtedness purchase the Notes pursuant to an offer to all Holders of Loral Space or any Restricted Subsidiary which is Notes at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but not subordinated to this Guarantyincluding) the date of purchase (a “Notes Offer”); (2) to acquire all or substantially all of the assets of, or a majority of the Voting any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or to purchase Equity Interests of becomes a Restricted Subsidiary from another PersonSubsidiary; (3) to make a capital expenditure in a Permitted Business or to make an Investment in a Permitted Venture; orexpenditure; (4) to acquire or to acquire the right to use other long-term assets (other than Capital Stock) not classified as current assets under IFRS that are used or useful in a Permitted Business; (5) to repurchase, prepay, redeem or repay Indebtedness (a) of a Restricted Subsidiary which is not a Guarantor, or Indebtedness of any Guarantor that is secured by a Lien on such assets or (b) which is pari passu in right of payment with the Notes or any Note Guarantee; provided, however, that if the Company or a Restricted Subsidiary shall so repurchase, prepay, redeem, or repay Indebtedness pursuant to Section 4.10(b)(5)(b), the Company will make a Notes Offer for an aggregate principal amount of Notes at least equal to the proportion that (x) the total aggregate principal amount of Notes outstanding bears to (y) the sum of the total aggregate principal amount of Notes outstanding plus the total aggregate principal amount outstanding of such pari passu Indebtedness; provided, further, that the Company shall be deemed to have satisfied its obligation to make a Notes Offer if it otherwise equally and ratably reduces obligations under the Notes through (x) open market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or (y) as provided under Section 3.07 hereof; or (6) enter into a binding commitment to apply the Net Proceeds pursuant to Section 4.10(b)(2), (b)(3) or (b)(4) above; provided that such binding commitment (or any subsequent commitments replacing the initial commitment that may be cancelled or terminated) shall be treated as a permitted application of the Net Proceeds from the date of such commitment until the earlier of (x) the date on which such acquisition or expenditure is consummated and (y) the 180th day following the expiration of the aforementioned 360 day period. (c) Pending the final application of any such Net Proceeds, Loral Space the Company (or the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest such the Net Proceeds in any manner that is not prohibited by this GuarantyIndenture. (d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph Section 4.10(b) hereof (bit being understood that any portion of such Net Proceeds used to make an offer to purchase Notes as described in Section 4.10(b)(1) of this or Section 4.14 4.10(b)(5) hereof shall be deemed to have been invested whether or not such Notes Offer is accepted) will constitute "“Excess Proceeds." ”. When the aggregate amount of Excess Proceeds exceeds $15 20.0 million, Loral Space shall makewithin ten Business Days thereof, or shall cause the Company to make, will make an Offer to Purchase offer (an “Asset Sale Offer”) to all Holders of Notes and may make an offer to all holders of other Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty or any Note Guarantees with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets in accordance with Section 3.09 hereof to purchase purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds. The offer price for the Notes in any Asset Sale Offer to Purchase shall will be equal to 101100% of the principal amount amount, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and shall will be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to PurchaseAsset Sale Offer, Loral Space the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by this GuarantyIndenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into (or to be prepaid or redeemed in connection with) such Asset Sale Offer to Purchase exceeds the amount of Excess Proceeds, or if the aggregate amount of Notes tendered pursuant to a Notes Offer exceeds the amount of the Net Proceeds so applied, the Trustee shall will select the Notes and such other pari passu Indebtedness Indebtedness, if applicable, to be purchased on a pro rata basis (or in the manner described in Section 3.02 hereof), based on the principal amount of Notes and such other pari passu Indebtedness tenderedamounts tendered or required to be prepaid or redeemed. Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. (e) Loral Space shall The Company will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with each repurchase of Notes required pursuant to a Change of Control Offer, an Asset Sale Offer or a Notes Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 3.09 hereof or the Change of Control, Asset Sale or Notes Offer provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or the Change of Control, Asset Sale or Notes Offer provisions of this Indenture by this Section 4virtue of such compliance.

Asset Sales. (a) Loral Space shall The Parent Guarantor and the Company will not, and shall the Parent Guarantor will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale (other than an Event of Loss), unless: (1i) Loral Space (the Company, the Parent Guarantor or the Restricted Subsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (3ii) at least 75% of the consideration therefor received in the Asset Sale by Loral Space the Company, the Parent Guarantor or such Restricted Subsidiary is in the form of cash or Cash Equivalentscash. Only for For purposes of this clause (3)provision, each of the following shall will be deemed to be cash: (A) any liabilities (liabilities, as shown on Loral Space's or such Restricted Subsidiary's the Parent Guarantor’s most recent consolidated balance sheet), of Loral Space the Parent Guarantor or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesFacilities Liabilities) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Loral Space the Parent Guarantor or such Restricted Subsidiary from further liability; (B) any securities, notes or other obligations Obligations received by the Parent Guarantor or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) are, within 30 days of the receipt thereof, converted by Loral Space the Parent Guarantor or such Restricted Subsidiary into cash (cash, to the extent of the cash received in that conversion);; and (C) any stock or assets described of the kind referred to in clause (2Section 5(b)(ii) or (4) of paragraph (b) of this Section 4.14; (D) Marketable Securities; and (E) Designated Other Permitted Consideration; provided that the aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted Consideration, taken together with the fair market value at the time of receipt of all other designated Other Permitted Consideration received pursuant to this clause (E), less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time of the receipt of such Designated Other Permitted Consideration (with the fair market value of each item of Designated Other Permitted Consideration being measured at the time received and without giving effect to subsequent changes in valueiv). (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space may apply (or, in the case of clause (2), (3) or (4) below, enter into a binding commitment to apply) such Net Proceeds: (1) to repay Indebtedness of Loral Space or any Restricted Subsidiary which is not subordinated to this Guaranty; (2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business or to purchase Equity Interests of a Restricted Subsidiary from another Person; (3) to make a capital expenditure in a Permitted Business or to make an Investment in a Permitted Venture; or (4) to acquire or to acquire the right to use other long-term assets that are used or useful in a Permitted Business. (c) Pending the final application of any such Net Proceeds, Loral Space may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Guaranty. (d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph (b) of this Section 4.14 shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15 million, Loral Space shall make, or shall cause the Company to make, an Offer to Purchase to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Offer to Purchase shall be equal to 101% of principal amount plus accrued and unpaid interest to the date of purchase, and shall be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to Purchase, Loral Space may use such Excess Proceeds for any purpose not otherwise prohibited by this Guaranty. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Offer to Purchase required by this Section 4.14, the amount of Excess Proceeds shall be reset at zero. (e) Loral Space shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes required by this Section 4.

Asset Sales. (a) Loral Space shall Any New Parent will not, the Company will not and shall not neither of them will permit any of their Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: (1) Loral Space (such New Parent, the Company or the Restricted Subsidiary, as the case may be) , receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (32) at least 75% of the consideration therefor received in the Asset Sale by Loral Space such New Parent, the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. Only for For purposes of this clause (3)provision, each of the following shall will be deemed to be cash: (A) any liabilities (liabilities, as shown on Loral Space's such New Parent’s or such Restricted Subsidiary's the Company’s most recent combined or consolidated balance sheet), of Loral Space such New Parent, the Company or any of their Restricted Subsidiary Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes or any Note Guarantee) that are assumed by the transferee of any such assets or Equity Interests pursuant to a customary novation agreement that releases Loral Space such New Parent, the Company or such Restricted Subsidiary Subsidiary, as the case may be, from further liability; (B) any securities, notes or other obligations received by such New Parent, the Guarantor Company or any such of their Restricted Subsidiary Subsidiaries from such transferee that are contemporaneously (contemporaneously, subject to ordinary settlement periods) , converted by Loral Space such New Parent, the Company or such Restricted Subsidiary Subsidiary, as the case may be, into cash (cash, to the extent of the cash received in that conversion);; and (C) any stock or assets described of the kind referred to in clause clauses (2) or (4) of paragraph (bSection 4.11(b) of this Section 4.14; (D) Marketable Securities; and (E) Designated Other Permitted Consideration; provided that the aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted Consideration, taken together with the fair market value at the time of receipt of all other designated Other Permitted Consideration received pursuant to this clause (E), less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time of the receipt of such Designated Other Permitted Consideration (with the fair market value of each item of Designated Other Permitted Consideration being measured at the time received and without giving effect to subsequent changes in value)hereof. (b) Within 360 365 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space may apply (orany such New Parent, in the Company or the applicable Restricted Subsidiary, as the case of clause (2)may be, (3) or (4) below, enter into a binding commitment to apply) shall apply such Net Proceeds: (1) to repay Indebtedness of Loral Space and other Obligations under any Credit Facility, and if the Indebtedness repaid is revolving credit Indebtedness, such New Parent, the Company or any Restricted Subsidiary which is not subordinated applicable borrower or borrowers will be required to this Guarantycorrespondingly reduce commitments with respect thereto; (2) to acquire (including by merger or consolidation) all or substantially all of the assets of, or a majority of the Voting any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or to purchase Equity Interests of becomes a Restricted Subsidiary from another Personof any New Parent or of the Company; (3) to make a capital expenditure in a Permitted Business or to make an Investment in a Permitted VentureCapital Expenditures; or (4) to acquire or to acquire the right to use other long-term assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business. (c) . Pending the final application of any such Net Proceeds, Loral Space such New Parent, the Issuers or the applicable Restricted Subsidiary, as the case may be, may temporarily reduce revolving credit borrowings or otherwise invest such the Net Proceeds in any manner that is not prohibited by this GuarantyIndenture. (dc) Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph (bSection 4.11(b) of this Section 4.14 shall hereof will constitute "“Excess Proceeds." ” When the aggregate amount of Excess Proceeds exceeds $15 5.0 million, Loral Space shall makethe Issuers will, or shall cause the Company to makewithin five days thereof, make an Offer to Purchase Notes pursuant to this Section 4.10 and Section 3.09 (an “Asset Sale Offer”) to all Holders of Notes pursuant to Section 3.09 hereof and all holders of other Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer to Purchase shall will be equal to 101100% of the principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and shall will be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to PurchaseAsset Sale Offer, Loral Space the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by this GuarantyIndenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Issuers or such other agent will select for such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tenderedbasis. Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. (d) Any New Parent will not, the Issuers will not and none of them will permit their Restricted Subsidiaries to, enter into or suffer to exist any agreement (other than any agreement governing Credit Facilities for Indebtedness permitted to be incurred pursuant to clause (1) of Section 4.14(b)) that would place any restriction of any kind (other than pursuant to law or regulation) on the ability of the Issuers to make an Asset Sale Offer. (e) Loral Space shall The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with each repurchase of Notes required by pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 44.11, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under this Section 4.11 by virtue of such compliance.

Asset Sales. (a) Loral Space shall The Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an any Asset Sale Sale, unless: (1) Loral Space (the consideration received by the Company or the such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale Subsidiary is at least equal to the fair market value Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;, and (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (3) at least 7575.0% of the consideration therefor received by Loral Space the Company or such Restricted Subsidiary is in the form consists of cash or Cash Equivalents. Only Equivalents or Replacement Assets; provided that, with respect to the sale of one or more Properties, up to 75.0% of the consideration may consist of Indebtedness of the purchaser of such Properties so long as such Indebtedness is secured by a first priority Lien on the Properties sold; provided further that, for purposes of this clause (32), each of the following shall will be deemed to be cash: (A) any liabilities (as shown on Loral Space's or such Restricted Subsidiary's most recent balance sheet), of Loral Space the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant and for which either (a) the Company and any such Restricted Subsidiaries have been validly released by the creditors or (b) the transferee and/or an Affiliate thereof has agreed in writing to a customary novation agreement that releases Loral Space fully indemnify the Company or such Restricted Subsidiary from further liabilitySubsidiaries; (B) any securities, evidence of Indebtedness, notes or other obligations received by the Guarantor Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by Loral Space the Company or such Restricted Subsidiary into cash (to the extent or Cash Equivalents within 180 days of the cash received in that conversion);consummation of such Asset Sale; and (C) any assets described Designated Non-cash Consideration received by the Issuers or such Restricted Subsidiary in clause (2) or (4) of paragraph (b) of this Section 4.14; (D) Marketable Securities; and (E) Designated Other Permitted Consideration; provided that the such Asset Sale having an aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted ConsiderationFair Market Value, taken together with the fair market value at the time of receipt of all other designated Other Permitted Designated Non-cash Consideration received pursuant to this clause (E)C) that is at that time outstanding, less not to exceed the greater of $250.0 million and an amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5equal to 2.0% of Loral Space's Consolidated Tangible Assets at the time Adjusted Total Assets, as of the receipt any date of such Designated Other Permitted Consideration (Incurrence, with the fair market value Fair Market Value of each item of Designated Other Permitted Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) Within 360 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, Loral Space may apply (or, in the case of clause (2), (3) Company will or (4) below, enter into a binding commitment to apply) will cause such Net Cash Proceeds (or an amount equal to the amount of such Net Cash Proceeds) to be applied to: (1) (i) make any repayments of Pari Passu Lien Obligations as required pursuant to the Park Credit Agreements during the Covenant Relief Period (as defined in the Park Credit Agreements) thereunder (without obligation to permanently reduce commitments with respect thereto unless required under the Park Credit Agreements) and (ii) thereafter, permanently reduce Obligations constituting Pari Passu Lien Obligations and, if the Indebtedness repaid is revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than Obligations owed to the Company or a Restricted Subsidiary); provided that (x) to the extent the terms of Pari Passu Lien Obligations (other than Obligations under the Notes) require that such Pari Passu Lien Obligations are repaid with the Net Cash Proceeds from an Asset Sale prior to repayment of other Indebtedness (including the Notes), the Company and the Restricted Subsidiaries shall be entitled to repay Indebtedness of Loral Space such other Pari Passu Lien Obligations prior to repaying Obligations under the Notes and (y) except as provided in the foregoing clause (x), if the Company or any Restricted Subsidiary which is not subordinated shall so reduce Pari Passu Lien Obligations, the Company will, equally and ratably, reduce Obligations under the Notes pursuant to this GuarantySection 3.07 through open-market purchases (provided that such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth herein) to all Holders to purchase their Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the principal amount of Notes so purchased; (2) to acquire fund all or substantially all a portion of an optional redemption of the assets of, Notes pursuant to Section 3.07 hereof or a majority of repurchase the Voting Stock of, another Permitted Business or to purchase Equity Interests of a Restricted Subsidiary from another PersonNotes in open market transactions if such repurchase is not otherwise prohibited by this Indenture; (3) permanently reduce Obligations ranking pari passu with the Notes other than Pari Passu Lien Obligations so long as the relevant Net Cash Proceeds are received with respect to an Asset Sale of property that does not constitute Collateral; provided that if the Company or any Restricted Subsidiary shall so reduce any such pari passu Obligations, the Company will equally and ratably reduce or offer to reduce Obligations under the Notes in any manner set forth in clause (1)(y) above (based on the amounts so applied to such repayments or prepayments); (4) permanently reduce Secured Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries; (5) make (A) an investment in or acquisition of any one or more Replacement Assets, (B) capital expenditures in a Related Business owned by the Company or a Restricted Subsidiary or (C) an acquisition of other assets of a nature or type that are used in or useful to the business of the Company or any of its Restricted Subsidiaries existing on the date of such investment, capital expenditure in or acquisition; provided that the assets (including Capital Stock) acquired with the Net Cash Proceeds of a Permitted Business or disposition of Collateral are pledged as Collateral to make an Investment in the extent required under the Security Documents (except to the extent a Permitted VentureLien thereon is released by lenders under the Park Credit Agreements); or (46) any combination of the foregoing; provided, that the Company will be deemed to acquire have complied with the provisions described in clause (5) of this Section 4.09 if and to the extent that the Company or any of its Restricted Subsidiaries enter into a definitive agreement committing to acquire make such investment, acquisition or capital expenditure or so invest within such 365-day period, which acquisition, capital expenditure or investment shall be made within 180 days after the right to use other longend of such 365-term assets that are used or useful in a Permitted Business. (c) day period. Pending the final application of any such Net ProceedsCash Proceeds as described above, Loral Space the Company may temporarily reduce revolving credit borrowings Indebtedness or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by this Guaranty. Indenture. The amount of such excess Net Cash Proceeds required to be applied (dor to be committed to be applied) Any Net Proceeds from Asset Sales that are during such 365-day period as set forth in the preceding sentence and not applied (or invested committed to be applied) as provided in paragraph (b) so required by the end of this Section 4.14 shall such period will constitute "“Excess Proceeds." When ” If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds exceeds $15 million, Loral Space shall make, or shall cause the Company not previously subject to make, an Offer to Purchase pursuant to all this Section 4.09 totals more than $100.0 million, the Company must commence, not later than 20 Business Days thereafter, and consummate an Offer to Purchase from the Holders of Notes and all holders of other Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty Indenture with respect to offers an Offer to purchase Purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Offer to Purchase shall be equal to 101% of principal amount plus accrued and unpaid interest to the date of purchaseassets, and shall be payable in cash. If any Excess Proceeds 25 remain after consummation of on a pro rata basis, an Offer to Purchase, Loral Space may use such Excess Proceeds for any purpose not otherwise prohibited by this Guaranty. If the aggregate principal amount of Notes and such other pari passu Indebtedness equal to the Excess Proceeds on such date, at a purchase price equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness plus, in each case, accrued and unpaid interest, to the Payment Date. If the aggregate principal amount of Notes and other pari passu Indebtedness with the Notes tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall select then the Notes and such other pari passu Indebtedness to will be purchased on a pro rata basis based on the principal amount of the Notes and such other pari passu Indebtedness tendered. Upon completion of each Offer to Purchase required by this Section 4.14Purchase, the amount of any remaining Excess Proceeds shall subject to such Offer to Purchase will no longer be reset at zero. (e) Loral Space shall deemed to be Excess Proceeds and may be applied to any other purpose not prohibited under this Indenture. The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with each repurchase of Notes required by pursuant to an Offer to Purchase in connection with an Asset Sale. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 44.09, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under this Section 4.09 by virtue of such compliance.

Asset Sales. (a) Loral Space shall The Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale Sale, unless: (1a) Loral Space (the Company or the any of its Restricted SubsidiarySubsidiaries, as the case may be) , receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (3b) at least 75% of the aggregate consideration therefor received in the Asset Sale by Loral Space the Company or such Restricted Subsidiary and all other Asset Sales since the Issue Date is in the form of cash or Cash Equivalents. Only for For the purposes of this clause (3)Section 4.16(b) and for no other purpose, each of the following shall will be deemed to be cash: (A1) any liabilities (liabilities, as shown on Loral Space's or such Restricted Subsidiary's the Company’s most recent consolidated balance sheet), of Loral Space the Company or any of its Restricted Subsidiary Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes or any Note Guarantee) that are assumed assumed, cancelled or otherwise forgiven by the transferee of any such assets pursuant to a customary novation novation, indemnity or other agreement that releases Loral Space the Company or such Restricted Subsidiary from or indemnifies the Company or such Restricted Subsidiary against further liability; (B2) with respect to any Asset Sale of oil and natural gas properties by the Company or any of its Restricted Subsidiaries where the Company or such Restricted Subsidiary retains an interest in such property, the aggregate costs and expenses of the Company or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto that the transferee (or an Affiliate therefor) agrees to pay; (3) any securities, notes or other obligations received by the Guarantor Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) are, within 180 days of the Asset Sale, converted by Loral Space the Company or such Restricted Subsidiary into cash (cash, to the extent of the cash received in that conversion); (C4) any Capital Stock or assets described of the kind referred to in clause (2Section 4.16(c)(2) or (4) of paragraph (b) of this Section 4.14; (D) Marketable Securities); and (E5) any Designated Other Permitted Consideration; provided that Non-cash Consideration received by the Company or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted ConsiderationFair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this Section 4.16(b)(5), not to exceed an amount equal to 3.0% of the fair market value Company’s Adjusted Consolidated Net Tangible Assets (determined at the time of receipt of all other designated Other Permitted Consideration received pursuant to this clause (Esuch Designated Non-cash Consideration), less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time of the receipt of such Designated Other Permitted Consideration (with the fair market value Fair Market Value of each item of Designated Other Permitted Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (bc) Within 360 365 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space the Company or one or more of its Restricted Subsidiaries may apply (or, in an amount equal to the case amount of clause (2), (3) or (4) below, enter into a binding commitment to apply) such Net ProceedsProceeds at its option to any combination of the following: (1) to repay repay, repurchase or redeem any Indebtedness of Loral Space the Company or any Restricted Subsidiary which (other than Indebtedness that is not contractually subordinated in right of payment to this GuarantyIndebtedness of the Company or a Subsidiary Guarantor), in each case owing to a Person other than the Company, any Restricted Subsidiary or any Parent Entity; (2) to acquire all or substantially all of the assets ofassets, or a majority any Capital Stock, of one or more other Persons primarily engaged in the Voting Stock ofOil and Gas Business, another Permitted Business or if, after giving effect to purchase Equity Interests any such acquisition of Capital Stock, such Person becomes a Restricted Subsidiary from another Personof the Company; (3) to make a capital expenditure expenditures in a Permitted Business respect of the Company’s or to make an Investment in a Permitted Ventureany of its Restricted Subsidiaries’ Oil and Gas Business; or (4) to acquire or to acquire the right to use other long-term assets that are not classified as current assets under GAAP and that are used or useful in a Permitted the Oil and Gas Business. (cd) The requirements of Section 4.16(c)(2) or (4) shall be deemed to be satisfied if a bona fide binding commitment to make the acquisition referred to therein is entered into by the Company or any of its Restricted Subsidiaries with a Person within the time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such commitment within 180 days following the date such commitment is entered into. (e) Pending the final application of any such Net Proceeds, Loral Space the Company or any of its Restricted Subsidiaries may temporarily reduce revolving credit borrowings or otherwise invest such the Net Proceeds in any manner that is not prohibited by this GuarantyIndenture. (df) Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph paragraphs (bc) and (d) of this Section 4.14 shall 4.16 will constitute "“Excess Proceeds." ” When the aggregate amount of Excess Proceeds exceeds $15 100.0 million, Loral Space shall makewithin five days thereof (or earlier, or shall cause at the Company’s option), the Company to make, will make an Offer to Purchase offer (an “Asset Sale Offer”) to all Holders of Notes and all holders Holders of other Indebtedness that is ranks pari passu in right of payment with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty Indenture with respect to offers to purchase purchase, prepay or redeem such Indebtedness with the proceeds of sales of assets assets, to purchase purchase, prepay or redeem, on a pro rata basis, the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Notes and other Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer to Purchase shall will be equal to 101100% of the principal amount amount, plus accrued and unpaid interest to interest, if any, to, but excluding, the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date, and shall will be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to PurchaseAsset Sale Offer, Loral Space the Company or any of its Restricted Subsidiaries may use such those Excess Proceeds for any purpose not otherwise prohibited by this GuarantyIndenture. If the aggregate principal amount of Notes and tendered in such other pari passu Indebtedness tendered into such Asset Sale Offer to Purchase exceeds the amount of Excess ProceedsProceeds allocated to the purchase of Notes, the Trustee shall will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis (except that any Notes represented by a Note in global form will be selected by such method as DTC or its nominee or successor may require), based on the principal amount amounts tendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of Notes and such other pari passu Indebtedness tendered$2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. (eg) Loral Space shall The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with each repurchase of Notes required by pursuant to a Change of Control Offer, Alternate Offer or an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 3.09, Section 4.15 or this Section 44.16, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09, Section 4.15 or this Section 4.16 by virtue of such compliance.

Asset Sales. (a) Loral Space The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: (1) Loral Space (the Company or the Restricted Subsidiary, as the case may be) , receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value (as determined by the Company’s Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Trustee as to Asset Sales having a Fair Market Value of $50.0 million or greater) of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (32) at least 75% of the consideration therefor received in the Asset Sale by Loral Space the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents, publicly traded equity securities of a Person with a market capitalization (not held by Affiliates of such Person) of at least $500 million or a controlling interest in, or long-term assets used or useful in, a business engaged in a Permitted Business. Only for For purposes of this clause (3)provision, each of the following shall will also be deemed to be cash: (A) any liabilities (liabilities, as shown on Loral Space's or such Restricted Subsidiary's its most recent balance sheet), of Loral Space the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes or any Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Loral Space the Company or such Restricted Subsidiary from further liability; (B) any securities, notes or other obligations received by the Guarantor Company or any such Restricted Subsidiary from such transferee that are contemporaneously (promptly, subject to ordinary settlement periods) , converted or monetized by Loral Space the Company or such Restricted Subsidiary into cash (cash, to the extent of the cash received in that conversion);conversion or monetization; and (C) any Capital Stock or assets described of the kind referred to in clause (2) or (4) of paragraph (b) of this Section 4.14; (D) Marketable Securities; and (E) Designated Other Permitted Consideration; provided that the aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted Consideration, taken together with the fair market value at the time of receipt of all other designated Other Permitted Consideration received pursuant to this clause (E), less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time of the receipt of such Designated Other Permitted Consideration (with the fair market value of each item of Designated Other Permitted Consideration being measured at the time received and without giving effect to subsequent changes in value4.12(b). (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space the Company or the applicable Restricted Subsidiary, as the case may be, may apply (or, in the case of clause (2), (3) or (4) below, enter into a binding commitment to apply) such those Net Proceeds, at its option, to any one or more of the following: (1) to repay Indebtedness and other Obligations of Loral Space or any the Company and its Restricted Subsidiary which is not subordinated to this GuarantySubsidiaries; (2) to acquire all or substantially all of the assets of, or a majority of the Voting any Capital Stock of, another any Person or division conducting a Permitted Business or to purchase Equity Interests Business, if, in the case of any such acquisition of Capital Stock and after giving effect thereto, such Person will be a Restricted Subsidiary of the Company (or enter into a binding commitment for any such acquisition); provided that such binding commitment shall be treated as a permitted application of Net Proceeds from another Personthe date of such commitment until and only until the earlier of (x) the date on which such acquisition is consummated and (y) the 180th day following the expiration of the aforementioned 360-day period. If the acquisition or expenditure contemplated by such binding commitment is not consummated on or before such 180th day and the Company or such Restricted Subsidiary shall not have applied such Net Proceeds pursuant to clause (1), (3) or (4) of this Section 4.12(b) on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds; (3) to make a capital expenditure in a Permitted Business or to make an Investment in a Permitted Ventureexpenditure; or (4) to acquire or to acquire the right to use other long-term assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; provided, however, that to the extent that the Asset Sale consists, directly or indirectly, of Domestic Assets, in order to qualify under any of the foregoing clauses (1) through (4) of this Section 4.12(b), the Company must apply such proceeds to acquire additional Domestic Assets, acquire assets located in the United States or a Person described in Section 4.12(b)(2) which will become a Domestic Subsidiary at the time it becomes a Restricted Subsidiary pursuant thereto, make domestic capital expenditures or repay Indebtedness that is an obligation of the Company or a Subsidiary Guarantor. (c) Pending the final application of any such Net Proceeds, Loral Space the Company may temporarily reduce revolving credit borrowings or otherwise invest such the Net Proceeds in any manner that is not prohibited by this Guaranty. (d) Supplemental Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph (bSection 4.12(b) of this Section 4.14 shall will constitute "“Excess Proceeds." When ” On the 361st day after the Asset Sale (or, at the Company’s option, any earlier date), if the aggregate amount of Excess Proceeds exceeds $15 25.0 million, Loral Space shall make, or shall cause the Company to make, will make an Asset Sale Offer to Purchase to all Holders of Notes the GO Zone Bonds and to all holders of other Pari Passu Indebtedness that is pari passu with the Guaranty (collectively, an “Asset Sale Offer”) in respect of the Notes containing provisions similar to those set forth in this Guaranty with respect to offers which an offer to purchase or redeem with the proceeds of sales of assets is also required to purchase the maximum principal amount of Notes GO Zone Bonds and such other pari passu Pari Passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer to Purchase shall will be equal to 101100% of principal amount plus accrued and unpaid interest to the date of purchase, and shall will be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to PurchaseAsset Sale Offer, Loral Space the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by this GuarantySupplemental Indenture. If the aggregate principal amount of Notes GO Zone Bonds and such other pari passu Pari Passu Indebtedness tendered into such Asset Sale Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes GO Zone Bonds and such other pari passu Pari Passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tenderedbasis. Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. (ed) Loral Space To the extent that the provisions of any securities laws or regulations conflict with the Change of Control or Asset Sale provisions of this Supplemental Indenture, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder and the Company will not be deemed to have breached its obligations under the extent Change of Control or Asset Sale provisions of this Supplemental Indenture by virtue of such laws conflict. (e) Notwithstanding the provisions described in Sections 4.12(a), (b), (c) and regulations are applicable (d) (other than the proviso to Section 4.12(b)), the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such provisions if (i) at least 80% of the consideration for such Asset Sale is in connection with each repurchase the form of Notes required by this Section 4assets used or useful in a Permitted Business and (ii) such Asset Sale is for at least Fair Market Value.

Asset Sales. (a) Loral Space shall The Company will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate an Asset Sale unless: (1) Loral Space the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (32) at least 75% of the consideration therefor received in the Asset Sale by Loral Space the Company or such Restricted Subsidiary is in the form of cash cash, Cash Equivalents or Cash EquivalentsReplacement Assets or a combination thereof. Only for For purposes of this clause (3)provision, each of the following shall will be deemed to be cash: (Aa) any liabilities (liabilities, as shown recorded on Loral Space's or such Restricted Subsidiary's most recent the balance sheet), sheet of Loral Space the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities) liabilities), that are assumed by the transferee of any such assets pursuant and as a result of which the Company and its Restricted Subsidiaries are no longer obligated with respect to a customary novation agreement that releases Loral Space such liabilities or such Restricted Subsidiary from are indemnified against further liabilityliabilities; (Bb) any securities, notes or other obligations received by the Guarantor Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by Loral Space the Company or such Restricted Subsidiary into cash (or Cash Equivalents within 180 days following the closing of the Asset Sale, to the extent of the cash or Cash Equivalents received in that conversion); (Cc) any Capital Stock or assets described of the kind referred to in clause (2Section 4.10(b)(3) or (4Section 4.10(b)(5) of paragraph (b) of this Section 4.14hereof; (Dd) Marketable SecuritiesIndebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any Guarantee of such Indebtedness in connection with such Asset Sale; (e) consideration consisting of Indebtedness of the Company or any Guarantor received from Persons who are not the Company or any Restricted Subsidiary; and (Ef) Designated Other Permitted Consideration; provided that consideration other than cash, Cash Equivalents or Replacement Assets received by the aggregate fair market value (as determined pursuant to clause (2) above) of Company or any Restricted Subsidiary in such Designated Other Permitted ConsiderationAsset Sale with a Fair Market Value, taken together with the fair market value at the time of receipt of all other designated Other Permitted Consideration consideration received pursuant to this clause (E)f) that is at the time outstanding, less not to exceed the amount greater of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5(i) $50.0 million and (ii) 1.0% of Loral Space's Consolidated Total Tangible Assets at the time of the receipt of such Designated Other Permitted Consideration (consideration, with the fair market value Fair Market Value of each item of Designated Other Permitted Consideration such consideration being measured at the time received and without giving effect to subsequent changes in value). (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space the Company (or the applicable Restricted Subsidiary, as the case may be) may apply (or, in the case of clause (2), (3) or (4) below, enter into a binding commitment to apply) such Net Proceeds: (1) to permanently reduce or repay Indebtedness of Loral Space or Obligations under a Credit Facility to the extent such Obligations were incurred under Section 4.09(b)(1) and to correspondingly reduce any Restricted Subsidiary which is not subordinated to this Guarantyoutstanding commitments with respect thereto; (2) to purchase the Notes pursuant to an offer to all Holders of Notes at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but not including) the date of purchase (a “Notes Offer”); (3) to acquire all or substantially all of the assets of, or a majority of the Voting any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or to purchase Equity Interests of becomes a Restricted Subsidiary from another PersonSubsidiary; (34) to make a capital expenditure in a Permitted Business or to make an Investment in a Permitted Venture; orexpenditure; (45) to acquire or to acquire the right to use other long-term assets (other than Capital Stock) not classified as current assets under IFRS that are used or useful in a Permitted Business; (6) to repurchase, prepay, redeem or repay Indebtedness (a) of a Restricted Subsidiary which is not a Guarantor, or Indebtedness of any Guarantor that is secured by a Lien on such assets or (b) which is pari passu in right of payment with the Notes or any Note Guarantee; provided, however, that if the Company or a Restricted Subsidiary shall so repurchase, prepay, redeem, or repay Indebtedness pursuant to Section 4.10(b)(6)(b), the Company will make a Notes Offer for an aggregate principal amount of Notes at least equal to the proportion that (x) the total aggregate principal amount of Notes outstanding bears to (y) the sum of the total aggregate principal amount of Notes outstanding plus the total aggregate principal amount outstanding of such pari passu Indebtedness; provided, further, that the Company shall be deemed to have satisfied its obligation to make a Notes Offer if it otherwise equally and ratably reduces obligations under the Notes through (x) open market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or (y) as provided under Section 3.07 hereof; or (7) enter into a binding commitment to apply the Net Proceeds pursuant to Section 4.10(b)(3), (b)(4) or (b)(5) above; provided that such binding commitment (or any subsequent commitments replacing the initial commitment that may be cancelled or terminated) shall be treated as a permitted application of the Net Proceeds from the date of such commitment until the earlier of (x) the date on which such acquisition or expenditure is consummated and (y) the 180th day following the expiration of the aforementioned 360 day period. (c) Pending the final application of any such Net Proceeds, Loral Space the Company (or the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest such the Net Proceeds in any manner that is not prohibited by this GuarantyIndenture. (d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph Section 4.10(b) hereof (bit being understood that any portion of such Net Proceeds used to make an offer to purchase Notes as described in Section 4.10(b)(2) of this or Section 4.14 4.10(b)(6) hereof shall be deemed to have been invested whether or not such Notes Offer is accepted) will constitute "“Excess Proceeds." ”. When the aggregate amount of Excess Proceeds exceeds $15 40.0 million, Loral Space shall makewithin ten Business Days thereof, or shall cause the Company to make, will make an Offer to Purchase offer (an “Asset Sale Offer”) to all Holders of Notes and may make an offer to all holders of other Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty or any Note Guarantees with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets in accordance with Section 3.09 hereof to purchase purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds. The offer price for the Notes in any Asset Sale Offer to Purchase shall will be equal to 101100% of the principal amount amount, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and shall will be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to PurchaseAsset Sale Offer, Loral Space the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by this GuarantyIndenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into (or to be prepaid or redeemed in connection with) such Asset Sale Offer to Purchase exceeds the amount of Excess Proceeds, or if the aggregate amount of Notes tendered pursuant to a Notes Offer exceeds the amount of the Net Proceeds so applied, the Trustee shall will select the Notes and such other pari passu Indebtedness Indebtedness, if applicable, to be purchased on a pro rata basis (or in the manner described in Section 3.02 hereof), based on the principal amount of Notes and such other pari passu Indebtedness tenderedamounts tendered or required to be prepaid or redeemed. Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. The Company may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 360 days (or such longer period provided above) or with respect to Excess Proceeds of $40.0 million or less. (e) Loral Space shall The Company will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with each repurchase of Notes required pursuant to a Change of Control Offer, an Asset Sale Offer or a Notes Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 3.09 hereof or the Change of Control, Asset Sale or Notes Offer provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or the Change of Control, Asset Sale or Notes Offer provisions of this Indenture by this Section 4virtue of such compliance.

Asset Sales. (a) Loral Space shall Following the Non-Cash Pay Period, the Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: (1) Loral Space the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (32) at least 75% of the consideration therefor received in the Asset Sale by Loral Space the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. Only for For purposes of this clause (3)provision, each of the following shall will be deemed to be cash: (A) any liabilities (liabilities, as shown on Loral Space's or such Restricted Subsidiary's the Company’s most recent consolidated balance sheet), of Loral Space the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity agreement that releases Loral Space the Company or such Restricted Subsidiary from or indemnifies against further liability; (B) any securities, notes or other obligations received by the Guarantor Company or any such Restricted Subsidiary from such transferee that are contemporaneously (contemporaneously, subject to ordinary settlement periods) , converted by Loral Space the Company or such Restricted Subsidiary into cash (or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion);; and (C) any stock or assets described of the kind referred to in clause clauses (2) or (4) of the next paragraph (b) of this Section 4.14; (D) Marketable Securities; and (E) Designated Other Permitted Consideration; provided that the aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted Consideration, taken together with the fair market value at the time of receipt of all other designated Other Permitted Consideration received pursuant to this clause (E), less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time of the receipt of such Designated Other Permitted Consideration (with the fair market value of each item of Designated Other Permitted Consideration being measured at the time received and without giving effect to subsequent changes in value)4.10. (b) Within 360 Following the Non-Cash Pay Period, within 365 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space the Company (or the applicable Restricted Subsidiary, as the case may be) may apply (or, in the case of clause (2), (3) or (4) below, enter into a binding commitment to apply) such Net Proceeds: (1) to repay Indebtedness of Loral Space or any Restricted Subsidiary which and other Obligations under a Credit Facility that are secured by a Lien and, if the Indebtedness repaid is not subordinated revolving credit Indebtedness that is permanently repaid, to this Guarantycorrespondingly reduce commitments with respect thereto; (2) to acquire all or substantially all of the assets of, or a majority of the Voting any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or to purchase Equity Interests of becomes a Restricted Subsidiary from another Personof the Company; (3) to make a capital expenditure in a Permitted Business or to make an Investment in a Permitted Ventureexpenditure; or (4) to acquire or to acquire the right to use other long-term assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business. (c) Pending . Following the Non-Cash Pay Period, pending the final application of any such Net ProceedsProceeds as described in this Section 4.10(b), Loral Space the Company (or the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest such the Net Proceeds in any manner that is not prohibited by this GuarantyIndenture. (dc) Any Following the Non-Cash Pay Period, any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph (bSection 4.10(b) of this Section 4.14 shall hereof will constitute "“Excess Proceeds." When ” Following the Non-Cash Pay Period, when the aggregate amount of Excess Proceeds exceeds $15 25.0 million, Loral Space shall makewithin ten days thereof, or shall cause the Company to make, will make an Asset Sale Offer to Purchase to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets to purchase purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including Prepayment Premium, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer to Purchase shall will be equal to 101100% of the principal amount amount, plus Prepayment Premium plus accrued and unpaid interest interest, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and shall will be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to PurchaseAsset Sale Offer, Loral Space the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by this GuarantyIndenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall (or Depositary) will select the Notes and the applicable party shall select such other pari passu Indebtedness to be purchased on a pro rata basis (subject to Applicable Procedures), based on the principal amount amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of Notes $2,000, or an integral multiple of $1,000 in excess thereof (or, in the case of PIK Notes, in minimum denominations of $1.00 and such other pari passu Indebtedness tenderedany integral multiple of $1.00 in excess thereof), will be purchased). Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. (d) During the Non-Cash Pay Period, without the consent of a majority in aggregate principal amount of the outstanding Notes beneficially owned by all of the Designated Noteholders, the Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (1) the aggregate Fair Market Value of Asset Sales in any fiscal year does not exceed $5.0 million; (2) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and (3) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents (as the term is defined in the Incorporated Covenants). For purposes of this provision, each of the following will be deemed to be cash: (a) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity agreement that releases the Company or such Restricted Subsidiary from or indemnifies against further liability; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion; and (c) any stock or assets of the kind referred to in clause (3) of the next paragraph of this covenant. During the Non-Cash Pay Period, within 180 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds: (1) to repay Indebtedness and other Obligations under a Credit Facility that is secured by a Lien and, if the Indebtedness repaid is revolving credit Indebtedness that is permanently repaid, to correspondingly reduce commitments with respect thereto; (2) to make a capital expenditure; or (3) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business. During the Non-Cash Pay Period, any Net Proceeds from Asset Sales that are not applied or reinvested as provided in the second paragraph of this covenant will constitute “Excess Proceeds.” During the Non-Cash Pay Period, when the aggregate amount of Excess Proceeds exceeds $1.0 million, within ten days thereof, the Company will make an offer (an “Asset Sale Offer”) to all holders of Notes to purchase, prepay or redeem the maximum principal amount of Notes (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including Prepayment Premium, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds, or such lesser amount as agreed to by a majority in aggregate principal amount of the outstanding Notes beneficially owned by all of the Designated Noteholders. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus Prepayment Premium (if any) and accrued and unpaid interest, to the date of purchase, prepayment or redemption, subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If the aggregate principal amount of Notes tendered in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee (or depositary) will select the Notes on a pro rata basis (subject to DTC procedures), based on the amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof (or, in the case of PIK Notes, in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof), will be purchased). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (e) Loral Space shall The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with each repurchase of Notes required by pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 44.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.10 by virtue of such compliance.

Asset Sales. (a) Loral Space The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: (1) Loral Space The Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is (A) determined by two Officers Except in the case of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greaterPermitted Asset Swap, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (3) at least 75% of the consideration therefor received in the Asset Sale by Loral Space the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. Only for For purposes of this clause (3)provision, each of the following shall will be deemed to be cash: (A) any liabilities (liabilities, as shown on Loral Space's or such Restricted Subsidiary's the Company’s most recent consolidated balance sheet), of Loral Space the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity agreement that releases Loral Space the Company or such Restricted Subsidiary from or indemnifies against further liability;; and (B) any securities, notes or other obligations received by the Guarantor Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by Loral Space the Company or such Restricted Subsidiary into cash (within 120 days after such Asset Sale, to the extent of the cash received in that conversion); (C) any stock or assets described of the kind referred to in clause clauses (2) or (45) of paragraph (b) of this Section 4.14; (D) Marketable Securities4.10; and (E3) Designated Other Permitted Considerationin the case of an Asset Sale that constitutes a Sale of Collateral, the Company (or the applicable Restricted Subsidiary, as the case may be) promptly deposits the Net Proceeds therefrom immediately upon receipt thereof as Collateral in an account or accounts (each, a “Collateral Proceeds Account”) held by or under the control of (for purposes of the Uniform Commercial Code) or otherwise subject to a perfected security interest in favor of the Collateral Trustee or its agent to secure all Obligations with respect to the Notes; provided that and (4) in the case of a Parent Distribution Asset Sale, Holders of at least a majority in aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted Consideration, taken together with the fair market value at the time of receipt of all other designated Other Permitted Consideration received pursuant to this clause (E), less the principal amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time of the receipt of then outstanding Notes have approved such Designated Other Permitted Consideration (with the fair market value of each item of Designated Other Permitted Consideration being measured at the time received and without giving effect to subsequent changes in value)Parent Distribution Asset Sale. (b) Within 360 365 days after the receipt of any Net Proceeds from an Asset SaleSale other than a Sale of Collateral, Loral Space the Company (or the applicable Restricted Subsidiary, as the case may be) may apply (or, in the case of clause (2), (3) or (4) below, enter into a binding commitment to apply) such Net Proceeds, at its option: (1) to repay Indebtedness of Loral Space repay, repurchase or any Restricted Subsidiary which is not subordinated redeem Parity Lien Obligations; provided, that the Issuers offer to this Guarantyrepay, repurchase or redeem the Notes on a pro rata basis; (2) to acquire all or substantially all of the assets of, or a majority of the Voting any Capital Stock of, another Permitted Business (provided that in the case of any such acquisition of Capital Stock, after giving effect thereto, the Permitted Business is or to purchase Equity Interests of becomes a Restricted Subsidiary from another Personof the Company); (3) to make a capital expenditure in repay Indebtedness (other than Secured Obligations) that is secured by a Permitted Business or to make an Investment Lien on any assets that were sold in a Permitted Venture; orsuch Asset Sale; (4) to acquire or make a capital expenditure; (5) to acquire the right to use other long-term assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; (6) in the case of an Asset Sale (other than a sale of an asset that had constituted Collateral at any time since the date of this Indenture) by a Restricted Subsidiary that is not a Guarantor, to repay, repurchase or redeem Indebtedness of the Company or any Restricted Subsidiary that is not contractually subordinated in right of payment to the Notes; (7) in the case of any Parent Distribution Asset Sale approved by Holders of at least a majority in aggregate principal amount of the then outstanding Notes, the minimum distribution required to comply with Section 4.10(c) of the Radio One Indenture; or (8) any combination of the foregoing clauses (1) through (7). (c) Within 365 days after the receipt of any Net Proceeds from a Sale of Collateral, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds, at its option: (1) to purchase other assets that would constitute Collateral; (2) to acquire all or substantially all of the assets of, or any Capital Stock of, a Permitted Business (provided that in the case of any such acquisition of Capital Stock, after giving effect thereto, the Permitted Business becomes a Guarantor or is merged into or consolidated with the Company or any Guarantor); (3) to repay Indebtedness (other than Secured Obligations) that is secured by a Lien on any Collateral that was sold in such Asset Sale that is prior to the lien on the Collateral in favor of Holders of Notes; (4) to make a capital expenditure with respect to assets that constitute Collateral; (5) in the case of any Parent Distribution Asset Sale approved by Holders of at least a majority in aggregate principal amount of the then outstanding Notes, the minimum distribution required to comply with Section 4.10(c) of the Radio One Indenture; or (6) any combination of the foregoing clauses (1) through (5). (d) Pending the final application of any such Net ProceedsProceeds of an Asset Sale, Loral Space other than a Sale of Collateral, the Company (or the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest such the Net Proceeds in any manner that is not prohibited by this GuarantyIndenture. (de) Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph (b) or (c) of this Section 4.14 shall 4.10 constitute "“Excess Proceeds." ” (f) When the aggregate amount of Excess Proceeds exceeds $15 10.0 million, Loral Space shall makewithin forty-five (45) days thereof, or shall cause the Company to make, Issuers will make a joint offer (an Offer to Purchase “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Guaranty of the Notes Parity Lien Debt containing provisions similar to those set forth in this Guaranty Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets in accordance with Section 3.08 hereof to purchase purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Parity Lien Debt (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer to Purchase shall will be equal to 101100% of the principal amount amount, plus accrued and unpaid interest to the date of purchase, prepayment or redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and shall will be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to PurchaseAsset Sale Offer, Loral Space the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by this GuarantyIndenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness Parity Lien Debt tendered into (or required to be prepaid or redeemed in connection with) such Asset Sale Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and such other pari passu Indebtedness Parity Lien Debt to be purchased on a pro rata basis basis, based on the principal amount of Notes and such other pari passu Indebtedness tenderedamounts tendered or required to be prepaid or redeemed. Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. (e) Loral Space shall . The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with each repurchase of Notes required by pursuant to a Change of Control Offer or an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control or Asset Sale provisions of this Section 43.08 hereof or this Section 4.10, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.08 hereof or this Section 4.10 by virtue of such compliance.

Asset Sales. (a) Loral Space shall The Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: (1) Loral Space the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value of the assets sold, leased, transferred, conveyed or otherwise disposed of or Equity Interests issued or sold of any Restricted Subsidiary of the Company issued, sold, transferred, conveyed or otherwise disposed of; (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (3) at least 75% of the consideration therefor received in the Asset Sale by Loral Space the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. Only for For purposes of this clause (32), each of the following shall will be deemed to be cash: (Aa) any liabilities (liabilities, as shown on Loral Space's the Company’s or such Restricted Subsidiary's ’s most recent balance sheet), of Loral Space the Company or any of its Restricted Subsidiary Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Loral Space the Company or such Restricted Subsidiary from further liability;; and (Bb) any securities, notes or other obligations received by the Guarantor Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by Loral Space the Company or such Restricted Subsidiary into cash (within 90 days, to the extent of the cash received in that conversion); (C) any assets described in clause (2) or (4) of paragraph (b) of this Section 4.14; (D) Marketable Securities; and (E3) Designated Other Permitted Consideration; provided the Company delivers an officers' certificate to the trustee certifying that such Asset Sale complies with the aggregate fair market value foregoing clauses (as determined pursuant to clause 1) and (2) above) of such Designated Other Permitted Consideration, taken together with the fair market value at the time of receipt of all other designated Other Permitted Consideration received pursuant to this clause (E), less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time of the receipt of such Designated Other Permitted Consideration (with the fair market value of each item of Designated Other Permitted Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) . Within 360 365 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space the Company or such Restricted Subsidiary may apply those Net Proceeds (or, in the case of clause (2), (3or any portion thereof) or (4) below, enter into a binding commitment to apply) such Net Proceedsat its option: (1) to permanently repay Senior Debt of the Company (other than Indebtedness of Loral Space owed to the Company or any Restricted Subsidiary which Affiliate of the Company) and, if the Senior Debt repaid is not subordinated revolving credit Indebtedness, to this Guarantycorrespondingly reduce commitments with respect thereto; (2) to acquire all or substantially all of the assets of, or a majority all of the Voting Stock of, another Person engaged in a Permitted Business or to purchase Equity Interests of a Restricted Subsidiary from another Person;Business; or (3) to make a capital expenditure in a Permitted Business or to make an Investment in a Permitted Venture; or (4) to acquire or to acquire the right to use other long-term assets or property that are used or useful in a Permitted Business. ; provided that a binding commitment to apply Net Proceeds as set forth in clauses (c1), (2) and (3) above shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then the Company or such Restricted Subsidiary shall be permitted to apply the Net Proceeds in any manner set forth in clauses (1), (2) and (3) above before the expiration of such 180-day period, and, in the event the Company or such Restricted Subsidiary fails to do so, such Net Proceeds shall constitute Excess Proceeds (as defined below). Pending the final application of any such Net Proceeds, Loral Space the Company may temporarily reduce revolving credit borrowings or otherwise invest such the Net Proceeds in any manner that is not prohibited by this Guaranty. (d) Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph (b) of this Section 4.14 shall will constitute "“Excess Proceeds." ” When the aggregate amount of Excess Proceeds exceeds $15 10.0 million, Loral Space shall make, or shall cause the Company to make, will make an Offer to Purchase offer (the “Asset Sale Offer”) to all Holders of Notes and all holders notes to purchase the maximum principal amount of notes and, if the Company is required to do so under the terms of any other Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty with respect to offers to purchase or redeem Notes, such other Indebtedness on a pro rata basis with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness Notes, that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer to Purchase shall will be equal to 101100% of principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and shall will be payable in cash. If any Excess Proceeds 25 remain after consummation of the purchase of all properly tendered and not withdrawn notes pursuant to an Offer to PurchaseAsset Sale Offer, Loral Space the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by this GuarantyIndenture. If the aggregate principal amount of Notes notes and such other pari passu Indebtedness tendered into such Asset Sale Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tenderedbasis. Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. (e) Loral Space shall . The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with each repurchase of Notes required by notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 44.12 or Section 3.09 by virtue of such compliance.

Asset Sales. (a) Loral Space The Parent shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: (1i) Loral Space the Parent (or the a Restricted Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (3ii) at least 75% of the consideration therefor received in the Asset Sale by Loral Space the Parent or such Restricted Subsidiary is in the form of cash or Cash Equivalents. Only For purposes of this provision (but not for purposes of this clause (3the definition of Net Proceeds), each of the following shall will be deemed to be cash: (A1) any liabilities (liabilities, as shown on Loral Space's or such Restricted Subsidiary's the Parent’s most recent consolidated balance sheet), of Loral Space the Parent or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes, any Guarantee or the Intercompany Loan) that are assumed by in connection with the transferee transfer of any such assets pursuant to a customary novation an agreement that releases Loral Space the Parent or such Restricted Subsidiary from further liability;liability in respect of those liabilities; and (B2) any securities, notes or other obligations received by the Guarantor Parent or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by Loral Space the Parent or such Restricted Subsidiary into cash (or Cash Equivalents within 90 days, to the extent of the cash or Cash Equivalents received in that conversion); (C) any assets described in clause (2) or (4) of paragraph (b) of this Section 4.14; (D) Marketable Securities; and (E) Designated Other Permitted Consideration; provided that the aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted Consideration, taken together with the fair market value at the time of receipt of all other designated Other Permitted Consideration received pursuant to this clause (E), less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time of the receipt of such Designated Other Permitted Consideration (with the fair market value of each item of Designated Other Permitted Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) Within 360 days after The Issuer shall apply the receipt of any Net Proceeds from of an Asset Sale, Loral Space may apply Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (or, in the case of clause (2Mandatory Redemption), (3) or (4) below, enter into a binding commitment to apply) such Net Proceeds: (1) to repay Indebtedness of Loral Space or any Restricted Subsidiary which is not subordinated to this Guaranty; (2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business or to purchase Equity Interests of a Restricted Subsidiary from another Person; (3) to make a capital expenditure in a Permitted Business or to make an Investment in a Permitted Venture; or (4) to acquire or to acquire the right to use other long-term assets that are used or useful in a Permitted Business. (c) Pending the final application of any such Net Proceeds, Loral Space the Parent or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest such the Net Proceeds in any manner that is not prohibited by this GuarantyIndenture. (d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph (b) of this Section 4.14 shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15 million, Loral Space shall make, or shall cause the Company to make, an Offer to Purchase to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Offer to Purchase shall be equal to 101% of principal amount plus accrued and unpaid interest to the date of purchase, and shall be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to Purchase, Loral Space may use such Excess Proceeds for any purpose not otherwise prohibited by this Guaranty. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Offer to Purchase required by this Section 4.14, the amount of Excess Proceeds shall be reset at zero. (e) Loral Space shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes required by this Section 4.

Asset Sales. (a) Loral Space shall The Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: (1i) Loral Space the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (3ii) either (x) at least 75% of the consideration therefor received in the Asset Sale by Loral Space the Company or such Restricted Subsidiary is in the form of cash or Cash EquivalentsEquivalents or (y) the Fair Market Value of all forms of consideration other than cash and Cash Equivalents received for all Asset Sales since March 13, 2007 does not exceed in the aggregate 10% of the Adjusted Consolidated Net Tangible Assets of the Company at the time each determination is made. Only for For purposes of this clause (3)provision, each of the following shall will be deemed to be cash: (A) any liabilities (liabilities, as shown on Loral Space's or such Restricted Subsidiary's the Company’s most recent consolidated balance sheet), of Loral Space the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Loral Space the Company or such Restricted Subsidiary from further liability; (B) any securities, notes or other obligations received by the Guarantor Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by Loral Space the Company or such Restricted Subsidiary into cash (within 180 days after the date of the Asset Sale, to the extent of the cash received in that conversion); (C) any stock or assets described of the kind referred to in clause clauses (2ii) or (4iv) of paragraph (bSection 10.12(b) of this Section 4.14;below; and (D) Marketable Securities; and (E) Designated Other Permitted Consideration; accounts receivable of a business retained by the Company or any Restricted Subsidiary, as the case may be, following the sale of such business, provided that the aggregate fair market value such accounts receivable (as determined pursuant to clause 1) are not past due more than 90 days and (2) above) of such Designated Other Permitted Consideration, taken together with do not have a payment date greater than 120 days from the fair market value at the time of receipt of all other designated Other Permitted Consideration received pursuant to this clause (E), less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time date of the receipt of invoice creating such Designated Other Permitted Consideration (with the fair market value of each item of Designated Other Permitted Consideration being measured at the time received and without giving effect to subsequent changes in value)accounts receivable. (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space may apply the Company (oror the applicable Restricted Subsidiary, in as the case of clause (2), (3may be) or (4) below, enter into a binding commitment to apply) such Net Proceedsmay: (1i) apply such Net Proceeds to repay Indebtedness of Loral Space or any Restricted Subsidiary which is not subordinated to this GuarantySenior Debt; (2ii) apply such Net Proceeds to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business or to purchase Equity Interests of a Restricted Subsidiary from another Personinvest in Additional Assets; (3iii) apply such Net Proceeds to make capital expenditures in respect of a capital expenditure in a Permitted Related Business of the Company or to make an Investment in a Permitted Ventureany of its Restricted Subsidiaries; or (4iv) enter into a bona fide binding contract with a Person other than an Affiliate of the Company to acquire apply the Net Proceeds pursuant to clauses (ii) or to acquire (iii) above, provided that such binding contract shall be treated as a permitted application of the right to use other long-term assets that are used or useful in a Permitted Business.Net Proceeds from the date of such contract until the earlier of: (cA) Pending the final application of any date on which such Net Proceedsacquisition or expenditure is consummated, Loral Space may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Guaranty.and (dB) the 180th day following the expiration of the aforementioned 360-day period. Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph clauses (bi) of this Section 4.14 shall through (iv) above will constitute "“Excess Proceeds." When ” (c) On the 361st day (or upon the failure to close the contract referred to in clause (iv) of Section 10.12(b) above within the 180 day time period thereafter) after the Asset Sale (or, at the Company’s option, any earlier date), if the aggregate amount of Excess Proceeds then exceeds $15 40.0 million, Loral Space shall make, or shall cause the Company to make, will make an Offer to Purchase offer (the “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets assets, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer to Purchase shall will be equal to 101100% of the principal amount plus accrued and unpaid interest interest, to the date of purchase, and shall will be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to PurchaseAsset Sale Offer, Loral Space the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by this GuarantyIndenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tenderedbasis. Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. (d) Notwithstanding the foregoing, the sale, conveyance or other disposition of all or substantially all of the assets of the Company, or of the Company and its Restricted Subsidiaries, taken as a whole, will be governed by Sections 8.1 and/or 10.15 of this Indenture, as applicable, and not by this Section 10.12. (e) Loral Space shall The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with each repurchase of Notes required pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by this Section 4virtue of such compliance.

Asset Sales. (a) Loral Space shall The Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: (1a) Loral Space the Company (or the a Restricted Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (3b) at least 75% of the aggregate consideration therefor received in the Asset Sale by Loral Space the Company or such a Restricted Subsidiary and all other Asset Sales since the Start Date is in the form of cash or Cash Equivalents. Only for For purposes of this clause (3)provision, each of the following shall will be deemed to be cash: (A1) any liabilities (liabilities, as shown on Loral Space's or such Restricted Subsidiary's the Company’s most recent consolidated balance sheet), of Loral Space the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity agreement that releases Loral Space the Company or such Restricted Subsidiary from or indemnifies the Company or such Restricted Subsidiary against further liability; (B2) with respect to any Asset Sale of oil and natural gas properties by the Company or any Restricted Subsidiary where the Company or such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Company or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto which the transferee (or an Affiliate thereof) agrees to pay; (3) any securities, notes or other obligations received by the Guarantor Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) are, within 180 days of the Asset Sale, converted by Loral Space the Company or such Restricted Subsidiary into cash (cash, to the extent of the cash received in that conversion); (C4) any Capital Stock or assets described of the kind referred to in clause (2) or (4) of paragraph (b) of this Section 4.14; (D) Marketable Securities4.10(c); and (E5) any Designated Other Permitted Consideration; provided that Non-cash Consideration received by the Company or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted ConsiderationFair Market Value, taken together with the fair market value at the time of receipt of all other designated Other Permitted Designated Non-cash Consideration received pursuant to this clause (E)5) since the date of this Indenture, less the not to exceed an amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5equal to 5.0% of Loral Space's the Company’s Adjusted Consolidated Net Tangible Assets (determined at the time of the receipt of such Designated Other Permitted Consideration (Non-cash Consideration), with the fair market value Fair Market Value of each item of Designated Other Permitted Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (bc) Within 360 365 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space the Company (or any Restricted Subsidiary) may apply (or, in the case of clause (2), (3) or (4) below, enter into a binding commitment to apply) such Net ProceedsProceeds at its option to any combination of the following: (1) to repay repay, repurchase or redeem any Indebtedness of Loral Space the Company or any a Restricted Subsidiary which of the Company, other than (i) Indebtedness of the Company or a Guarantor that is not subordinated to this Guarantythe Notes or the Note Guarantees, (ii) Capital Stock or (iii) Indebtedness owed to an Affiliate of the Company; (2) to acquire all or substantially all of the assets ofassets, or a majority any Capital Stock, of one or more other Persons primarily engaged in the Voting Stock ofOil and Gas Business, another Permitted Business or if, after giving effect to purchase Equity Interests any such acquisition of Capital Stock, such Person becomes a Restricted Subsidiary from another Personof the Company; (3) to make a capital expenditure expenditures in a Permitted Business respect of the Company’s or to make an Investment in a Permitted Ventureany Restricted Subsidiaries’ Oil and Gas Business; or (4) to acquire or to acquire the right to use other long-term assets that are not classified as current assets under GAAP and that are used or useful in the Oil and Gas Business. The requirement of clause (2) or (4) of Section 4.10(c) shall be deemed to be satisfied if a Permitted Business. (c) bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the Company or any of its Restricted Subsidiaries with a Person other than an Affiliate of the Company within the time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within 180 days following the date such agreement is entered into. Pending the final application of any such Net Proceeds, Loral Space the Company (or any Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest such the Net Proceeds in any manner that is not prohibited by this Guaranty. (d) Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph (bSection 4.10(c) of this Section 4.14 shall will constitute "“Excess Proceeds." ” When the aggregate amount of Excess Proceeds exceeds $15 20.0 million, Loral Space shall makewithin five days thereof, or shall cause the Company to make, will make an Offer to Purchase offer (an “Asset Sale Offer”) to all Holders of Notes the Notes, with a copy to the Trustee, and all holders of other Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty Section 4.10 with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets to purchase purchase, prepay or redeem, on a pro rata basis, the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer to Purchase shall will be equal to 101100% of the principal amount amount, plus accrued and unpaid interest interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date, and shall will be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to PurchaseAsset Sale Offer, Loral Space the Company or any Restricted Subsidiary may use such those Excess Proceeds for any purpose not otherwise prohibited by this GuarantyIndenture. If the aggregate principal amount of Notes and tendered in such other pari passu Indebtedness tendered into such Asset Sale Offer to Purchase exceeds the amount of Excess ProceedsProceeds allocated to the purchase of Notes, the Trustee shall will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis (except that any Notes represented by a Note in global form will be selected by DTC in accordance with the applicable DTC procedures) unless otherwise required by law or applicable stock exchange or depositary requirements, based on the principal amount amounts tendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in minimum denominations of Notes and such other pari passu Indebtedness tendered$2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. (e) Loral Space shall . The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with each repurchase of Notes required by pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 3.09 or this Section 44.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 or this Section 4.10 by virtue of such compliance.

Asset Sales. (a) Loral Space shall The Company will not, and shall will not permit any Restricted Subsidiary to, consummate an Asset Sale Sale, unless: (1) Loral Space (the Company or the such Restricted Subsidiary, as the case may be) , receives consideration at the time (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, in connection with such Asset Sale Sale) at least equal to the fair market value (measured at the time of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of;; and (2) such fair market value is (A) determined by two Officers except in the case of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greaterPermitted Asset Swap, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (3) at least 75% of the consideration therefor for such Asset Sale, together with all other Asset Sales since May 6, 2021 (on a cumulative basis), received by Loral Space the Company or such a Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. Only ; provided that each of the following will be deemed to be cash or Cash Equivalents for purposes of this clause (3), each of the following shall be deemed to be cash:Section 4.10(a)(2): (A) any liabilities (as shown on Loral Space's the Company’s or such any Restricted Subsidiary's ’s most recent balance sheet or in the notes thereto or, if incurred or accrued subsequent to the date of such balance sheet), such liabilities that would have been reflected on the Company’s or a Restricted Subsidiary’s consolidated balance sheet or in the notes thereto if such incurrence or accrual had taken place on or prior to the date of Loral Space such balance sheet, as determined in good faith by the Company) of the Company or any Restricted Subsidiary (Subsidiary, other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Securities) Notes or any Guarantor’s Guarantee of the Notes, that are (i) assumed by the transferee of any such assets pursuant (or a third party in connection with such transfer) or (ii) otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Company or a customary novation agreement that releases Loral Space or such Restricted Subsidiary from further liabilitySubsidiary); (B) any securities, notes or other obligations or assets received by the Guarantor Company or any such a Restricted Subsidiary from such transferee or in connection with such Asset Sale (including earnouts and similar obligations) that are contemporaneously (subject to ordinary settlement periods) converted by Loral Space the Company or such a Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash received in that conversion)or Cash Equivalents received) within 180 days following the closing of such Asset Sale; (C) any assets described Designated Non-Cash Consideration received by the Company or a Restricted Subsidiary in clause (2) or (4) of paragraph (b) of this Section 4.14; (D) Marketable Securities; and (E) Designated Other Permitted Consideration; provided that the such Asset Sale having an aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted Considerationvalue, taken together with the fair market value at the time of receipt of all other designated Other Permitted Designated Non-Cash Consideration received pursuant to this clause (E)C) that is at that time outstanding, less not to exceed the amount greater of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5(i) $400.0 million and (ii) 5.0% of Loral Space's Adjusted Consolidated Net Tangible Assets of the Company at the time of the receipt of such Designated Other Permitted Consideration (Non-Cash Consideration, with the fair market value of each item of Designated Other Permitted Non-Cash Consideration being measured measured, at the Company’s option, either at the time of contractually agreeing to such Asset Sale or at the time received and and, in either case, without giving effect to subsequent changes in value; (D) Indebtedness of any Restricted Subsidiary that ceases to be a Restricted Subsidiary as a result of such Asset Sale (other than intercompany debt owed to the Company or a Restricted Subsidiary), to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale; (E) any Investment, Capital Stock, assets, property or capital or other expenditure of the kind referred to in Section 4.10(b)(2); and (F) with respect to any Asset Sale of Oil and Gas Properties disposed of by the Company or any Restricted Subsidiary in which the Company or any Restricted Subsidiary retains an interest, the costs and expenses related to the exploration, development, completion or production of such Oil and Gas Properties and activities related thereto agreed to be assumed by the transferee (or an Affiliate thereof). (b) Within 360 365 days after the receipt of any Net Proceeds from an of any Asset SaleSale (as may be extended pursuant to clause (2) below, Loral Space the “Asset Sale Proceeds Application Period”), the Company or a Restricted Subsidiary, at its option, may apply an amount equal to such Net Proceeds (the “Applicable Proceeds”): (1) to repay, redeem or repurchase: (A) Obligations in respect of Senior Indebtedness; or (B) Obligations in respect of Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Obligations owed to the Company or a Restricted Subsidiary; or (2) to make (a) an Investment in any one or more businesses; provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Company or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes or continues to constitute a Restricted Subsidiary, (b) capital expenditures, (c) other expenditures made with respect to Oil and Gas Properties, (d) acquisitions by the Company or any Restricted Subsidiary of properties (including fee and leasehold interests) or (e) acquisitions by the Company or any Restricted Subsidiary of other assets, other than securities, in the case of clauses (a),(d) and this clause (e), either (i) that are or will be used or useful in the Oil and Gas Business or (ii) that replace, in whole or in part, the properties or assets that are the subject of such Asset Sale; provided that in the case of this clause (2), (3) or (4) below, enter into a binding commitment to apply) such Net Proceeds: (1) to repay Indebtedness of Loral Space or any Restricted Subsidiary which is not subordinated to this Guaranty; (2) to acquire all or substantially all will be treated as a permitted application of the assets of, Applicable Proceeds from the date of such commitment so long as the Company or a majority of the Voting Stock of, another Permitted Business or to purchase Equity Interests of a Restricted Subsidiary from another Person;enters into such commitment with the good faith expectation that such Applicable Proceeds will be applied to satisfy such commitment within 180 days of such commitment (or, if later, 365 days after the receipt of such Applicable Proceeds); provided, further, that if any such commitment is later cancelled or terminated for any reason before such Applicable Proceeds are applied, then such Applicable Proceeds will constitute Excess Proceeds (as defined below); or (3) to make a capital expenditure in a Permitted Business or to make an Investment in a Permitted Venture; or (4) to acquire or to acquire any combination of the right to use other long-term assets that are used or useful in a Permitted Businessforegoing. (c) Pending the final application of the amount of any such Net ProceedsApplicable Proceeds pursuant to this covenant, Loral Space the Company and its Restricted Subsidiaries may temporarily reduce revolving credit borrowings Indebtedness, or otherwise invest use such Net Applicable Proceeds in any manner that is not prohibited by this GuarantyIndenture. (d) Any Net The amount equal to the Applicable Proceeds from Asset Sales that are not invested or applied or invested as provided and within the time period set forth in paragraph (bSection 4.10(b) of this Section 4.14 shall will be deemed to constitute "“Excess Proceeds." ” When the aggregate amount of Excess Proceeds exceeds $15 50.0 million, Loral Space shall make, or shall cause the Company to make, will make an Offer to Purchase offer to all Holders and, at the option of Notes and all the Company, to any holders of other any Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty with respect to offers to purchase or redeem with the proceeds of sales of assets (“Pari Passu Indebtedness” and such offer, an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such other pari passu Pari Passu Indebtedness that is in an amount equal to at least $2,000, or an integral multiple of $1,000 in excess of $2,000, that may be purchased out of the Excess Proceeds. The Proceeds at an offer price price, in any Offer to Purchase shall be the case of the Notes, in cash in an amount equal to 101100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest interest, if any (or, in respect of such Pari Passu Indebtedness, such other price, if any, as may be provided for by the terms of such Pari Passu Indebtedness), to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth in Section 3.09 (or, in respect of such Pari Passu Indebtedness, the agreement or instrument governing the terms thereof). The Company will commence an Asset Sale Offer with respect to Excess Proceeds within 30 days after the date that the amount of Excess Proceeds exceeds $50.0 million by mailing or electronically delivering the notice required pursuant to Section 3.09, with a copy to the date Trustee, or otherwise in accordance with Applicable Procedures. The Company may satisfy the foregoing obligation with respect to any Applicable Proceeds from an Asset Sale by making an offer to purchase Notes with respect to the amount of purchaseall or part of the available Applicable Proceeds (the “Advance Portion”) prior to the expiration of the Asset Sale Proceeds Application Period with respect to the amount of all or a part of the available Applicable Proceeds in advance of being required to do so by this Indenture (the “Advance Offer”). To the extent that the aggregate principal amount (or accreted value, as applicable) of Notes and shall be payable such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds (or in cashthe case of an Advance Offer, the Advance Portion), the Company and its Restricted Subsidiaries may use any remaining Excess Proceeds (or in the case of an Advance Offer, the Advance Portion) in any manner not prohibited by this Indenture. If any the aggregate principal amount (or accreted value, as applicable) of Notes and/or the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds 25 remain after consummation (or in the case of an Advance Offer, the Advance Portion), the Trustee, in accordance with the Applicable Procedures, will select the Notes to be purchased in the manner described under Section 3.02 and the Company will select such Pari Passu Indebtedness to be purchased pursuant to the terms of such Pari Passu Indebtedness; provided that as between the Notes and any Pari Passu Indebtedness, such purchases will be made on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness will be repurchased in part in an unauthorized denomination. Upon completion of any such Asset Sale Offer, for purposes of this provision the amount of Excess Proceeds (or in the case of an Advance Offer, the Advance Portion) that resulted in the Asset Sale Offer or Advance Offer will be reset to Purchase, Loral Space zero (regardless of whether there are any remaining Excess Proceeds (or Advance Portion) upon such completion) and the Company may use such any remaining Excess Proceeds for any purpose not otherwise prohibited by under this GuarantyIndenture. If An Asset Sale Offer or Advance Offer may be made at the aggregate principal amount same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, Notes and such other pari passu Indebtedness tendered into such and/or Guarantees (but the Asset Sale Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based or Advance Offer may not condition tenders on the principal amount delivery of Notes and such other pari passu Indebtedness tendered. Upon completion of each Offer to Purchase required by this Section 4.14, the amount of Excess Proceeds shall be reset at zeroconsents). (e) Loral Space shall [Reserved]. (f) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and or regulations are applicable in connection with each the repurchase of the Notes required pursuant to an Asset Sale Offer or Advance Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations described in this Indenture by virtue thereof. (g) The Company’s obligation to make an offer to repurchase the Notes pursuant to this Section 44.10 may be waived or modified with the written consent of the Holders of a majority in principal amount of the then outstanding Notes.

Asset Sales. (a) Loral Space The Partnership shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: (1a) Loral Space the Partnership (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; (2b) such fair market value is (A) determined by two Officers (a) an executive officer of Loral Space the General Partner if the fair market value is less than $25 million 50.0 million, as evidenced by an Officers’ Certificate delivered to the Trustee or (Bb) determined by the Board of Directors and of the General Partner if the value is $50.0 million or more, as evidenced by a resolution of the such Board of Directors if of the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the TrusteeGeneral Partner; and (3c) at least 75% of the aggregate consideration therefor received by Loral Space or such the Partnership and its Restricted Subsidiary Subsidiaries in the Asset Sale and all other Asset Sales of the Partnership and its Restricted Subsidiaries since the Issue Date is in the form of cash or Cash Equivalents. Only for For purposes of this clause (3c), each of the following shall be deemed to be cash: (Ai) any liabilities (as shown on Loral Space's or such Restricted Subsidiary's the Partnership’s most recent consolidated balance sheet), ) of Loral Space the Partnership or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes or any Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity agreement that releases Loral Space the Partnership or such Restricted Subsidiary from from, or indemnifies it against, further liability;; and (Bii) any securities, notes or other obligations Obligations received by the Guarantor Partnership or any such Restricted Subsidiary from such transferee that are contemporaneously within 120 days after the Asset Sale (subject to ordinary settlement periods) converted by Loral Space such Issuer or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion); (C) any assets described in clause (2) or (4) of paragraph (b) of this Section 4.14; (D) Marketable Securities; and (E) Designated Other Permitted Consideration; provided that the aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted Consideration, taken together with the fair market value at the time of receipt of all other designated Other Permitted Consideration received pursuant to this clause (E), less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time of the receipt of such Designated Other Permitted Consideration (with the fair market value of each item of Designated Other Permitted Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) . Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space the Partnership or a Restricted Subsidiary may apply (or, in the case of clause (2), (3) or (4) below, enter into a binding commitment to applydefinitive agreement for such application within such 360-day period, provided that such application occurs within 90 days after the end of such 360-day period) such Net ProceedsProceeds at its option: (1a) to repay senior Indebtedness of Loral Space the Partnership and/or its Restricted Subsidiaries (or to make an offer to repurchase or redeem any Restricted Subsidiary which is not subordinated to this Guarantysuch Indebtedness, provided that such repurchase or redemption closes within 45 days after the end of such 360-day period); (2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business or to purchase Equity Interests of a Restricted Subsidiary from another Person; (3b) to make a capital expenditure in a Permitted Business or to make an Investment in a Permitted Venture; orBusiness; (4c) to acquire or to acquire the right to use other long-term tangible assets that are used or useful in a Permitted Business.; or (cd) to invest in any other Permitted Investments other than Investments in Cash Equivalents, Interest Swaps or Currency Agreements. Pending the final application of any such Net Proceeds, Loral Space the Partnership or a Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Guaranty. (d) the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph (bSection 5.07(b) of this Section 4.14 shall above will constitute "“Excess Proceeds." ” When the aggregate amount of Excess Proceeds exceeds $15 50.0 million, Loral Space shall make, or shall cause within ten days thereof the Company to make, Partnership will make a pro rata offer (an Offer to Purchase “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase or redeem the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer to Purchase shall will be equal to 101100% of principal amount plus accrued and unpaid interest interest, if any, to the Purchase Date, subject to the rights of any Holder in whose name a Note is registered on a record date of purchaseoccurring prior to the Purchase Date to receive interest due on an Interest Payment Date that is on or prior to such Purchase Date, and shall will be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to PurchaseAsset Sale Offer, Loral Space the Partnership and its Restricted Subsidiaries may use such Excess Proceeds for any purpose not otherwise prohibited by this Guarantythe Indenture, including, without limitation, the repurchase or redemption of Indebtedness of the Issuers or any Subsidiary Guarantor that is subordinated to the Notes or, in the case of a Subsidiary Guarantor, the Guarantee of such Subsidiary Guarantor. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer to Purchase exceeds the amount of Excess ProceedsProceeds allocated for repurchases of Notes pursuant to the Asset Sale Offer for Notes, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis (or, in the case of notes in global form, the Trustee will select Notes for redemption based on the principal amount of Notes and such other pari passu Indebtedness tenderedDTC’s method that most nearly approximates a pro rata selection). Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (e) Loral Space . The Partnership shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with each repurchase of Notes required by pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 4.09 or this Section 45.07, the Partnership shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.09 or this Section 5.07 by virtue of such compliance.

Asset Sales. (a) Loral Space The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: (1) Loral Space the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such the fair market value is determined in good faith by (Aa) determined by two Officers of Loral Space the Company’s management, if the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of is less than or equal to $25 million 10.0 million, or (Bb) determined by the Company’s Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Trustee, if the fair market value is of the assets or Equity Interests issued or sold or otherwise disposed of exceeds $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee10.0 million; and (3) at least 75% of the consideration therefor therefore received by Loral Space the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalentscash. Only for For purposes of this clause (3)provision, each of the following shall be deemed to be cash: (A) any liabilities (liabilities, as shown on Loral Space's or such Restricted Subsidiary's the Company’s most recent consolidated balance sheet), of Loral Space the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Loral Space the Company or such that Restricted Subsidiary from further liability;; and (B) any securities, notes or other obligations received by the Guarantor Company or any such that Restricted Subsidiary from such the transferee that are contemporaneously (contemporaneously, subject to ordinary settlement periods) , converted by Loral Space the Company or such that Restricted Subsidiary into cash (cash, to the extent of the cash received in that conversion); (C) any assets described in clause (2) or (4) of paragraph (b) of this Section 4.14; (D) Marketable Securities; and (E) Designated Other Permitted Consideration; provided that the aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted Consideration, taken together with the fair market value at the time of receipt of all other designated Other Permitted Consideration received pursuant to this clause (E), less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time of the receipt of such Designated Other Permitted Consideration (with the fair market value of each item of Designated Other Permitted Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) . Within 360 270 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space the Company may apply (or, in the case of clause (2), (3) or (4) below, enter into a binding commitment to apply) such those Net ProceedsProceeds at its option: (1) to repay Indebtedness of Loral Space or any Restricted Subsidiary which Senior Debt and, if the Senior Debt repaid is not subordinated revolving credit Indebtedness, to this Guarantycorrespondingly permanently reduce commitments with respect thereto; (2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business or to purchase Equity Interests of a Restricted Subsidiary from another PersonBusiness; (3) to make a capital expenditure in a Permitted Business or to make an Investment in a Permitted Ventureexpenditure; or (4) to acquire or to acquire the right to use other long-term assets that are used or useful in a Permitted Business. (c) . Pending the final application of any such Net Proceeds, Loral Space the Company may temporarily reduce revolving credit borrowings or otherwise invest such the Net Proceeds in any manner that is not prohibited by this Guaranty. (d) Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph (b) of this Section 4.14 shall will constitute "“Excess Proceeds." ” When the aggregate amount of Excess Proceeds exceeds $15 15.0 million, Loral Space shall makewithin five days thereof, or shall cause the Company to make, shall make an Asset Sale Offer to Purchase to all Holders of Notes Notes, and all holders of other Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with Section 3.09 hereof, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer to Purchase Holders of Notes shall be equal to 101100% of the principal amount of Notes offered to be repurchased, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, and shall be payable in cash. If any Excess Proceeds 25 remain after consummation the completion of an Offer to PurchaseAsset Sale Offer, Loral Space the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by this GuarantyIndenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such an Asset Sale Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tenderedbasis. Upon the completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (e) Loral Space . The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with each any repurchase of Notes required pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 or 4.10, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under those provisions of this Indenture by this Section 4virtue of such conflict.

Asset Sales. (a) Loral Space shall The Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: (1) Loral Space the Company (or the Restricted Subsidiary, as the case may be) receives consideration (including by way of relief from, or by any Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Company’s Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, if such fair market value exceeds $50.0 million, is set forth in an Officers' ’ Certificate delivered to the Trustee; and (3) at least 75% of the consideration therefor received by Loral Space the Company or such Restricted Subsidiary is in the form of cash cash, Cash Equivalents or Cash Equivalentsassets or Voting Stock of a type referred to in clauses (2), (3) or (4) of paragraph (b) of this Section 5.12. Only for For purposes of this clause (3)Section 5.12, each of the following shall be deemed to be cash: (A) any liabilities (as shown on Loral Space's the Company’s or such Restricted Subsidiary's ’s most recent balance sheet), ) of Loral Space the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Loral Space the Company or such Restricted Subsidiary from further liability;; and (B) any securities, notes or other obligations received by the Guarantor Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by Loral Space the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in that conversion); (C) any assets described in clause (2) or (4) of paragraph (b) of this Section 4.14; (D) Marketable Securities; and (E) Designated Other Permitted Consideration; provided that the aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted Consideration, taken together with the fair market value at the time of receipt of all other designated Other Permitted Consideration received pursuant to this clause (E), less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time within 180 days of the receipt of such Designated Other Permitted Consideration (with the fair market value of each item of Designated Other Permitted Consideration being measured at the time received and without giving effect to subsequent changes in value)related Asset Sale. (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space may apply the Company (oror the applicable Restricted Subsidiary, in as the case of clause (2)may be) may, (3) or (4) below, enter into a binding commitment to apply) such Net Proceedsat its option: (1) apply such Net Proceeds to repay permanently repay, purchase or retire unsubordinated Indebtedness of Loral Space the Company or any Restricted Subsidiary which is not subordinated to this GuarantySubsidiary; (2) apply such Net Proceeds to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business or business reasonably related to purchase Equity Interests the business of a Restricted Subsidiary from another Personthe Company; (3) apply such Net Proceeds to make a capital expenditure used or useful in a Permitted Business or to make an Investment in a Permitted Venture; orthe Company’s business; (4) apply such Net Proceeds to acquire or to acquire the right to use other long-term assets that are used or useful in a Permitted Business.the Company’s business; or (c5) enter into a binding agreement with respect to the application of such Net Proceeds described in clauses (2), (3) or (4) of this paragraph (b); provided that such binding agreement shall be treated as a permitted application of the Net Proceeds from the date of such commitment until the earliest of (x) the date on which such acquisition or expenditure is consummated, and (y) the 180th day following the expiration of the aforementioned 360-day period. Pending the final application of any such Net Proceeds, Loral Space the Company or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this GuarantyIndenture. (dc) Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph (b) of this Section 4.14 shall 5.12 will constitute "“Excess Proceeds." ” When the aggregate amount of Excess Proceeds exceeds $15 40.0 million, Loral Space shall makethen within 45 Business Days after the later of the application of Net Proceeds in accordance with paragraph (b) of this Section 5.12 and the date that is 360 days following the receipt of the Net Proceeds, or shall cause to the extent of the balance of Net Proceeds after application in accordance with paragraph (b) of this Section 5.12, the Company to make, will make an Asset Sale Offer to Purchase to all Holders of Notes and and, to the extent required or permitted under the terms of the instrument governing such Indebtedness, all holders of other Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets assets, to purchase the maximum principal amount of Notes and and, to the extent required or permitted under the terms of the instrument governing such Indebtedness, such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer to Purchase shall will be equal to 101100% of principal amount plus accrued and unpaid interest to interest, if any, to, but not including, the date of purchase, and shall will be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to PurchaseAsset Sale Offer, Loral Space the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this GuarantyIndenture. If the aggregate principal amount of Notes and and, to the extent required or permitted under the terms of the instrument governing such Indebtedness, such other pari passu Indebtedness tendered into such Asset Sale Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and any such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and any such other pari passu Indebtedness tendered. Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (ed) Loral Space shall The Company will make the Asset Sale Offer in accordance with the procedures set forth in Section 4.08 hereof and will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes required by pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 4.08 hereof and this Section 45.12 by virtue of such conflict.

Asset Sales. (a) Loral Space The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: (1i) Loral Space the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed ofof (except in respect of Designated Assets sold pursuant to a Designated Asset Contract); (2ii) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than or Designated Asset Value, as applicable, in the case of any Asset Sales or series of related Asset Sales having a fair market value of $25 25.0 million or (B) more, is determined by the Company’s Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' ’ Certificate delivered to the Trustee; and (3iii) at least 75% of the consideration therefor received in the Asset Sale by Loral Space the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. Only for For purposes of this clause (3)Section 4.10(a)(iii) only, each of the following shall will be deemed to be cash: (A1) any liabilities (liabilities, as shown on Loral Space's the Company’s or such Restricted Subsidiary's ’s most recent balance sheet), of Loral Space the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes or any Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Loral Space the Company or such Restricted Subsidiary from further liability; (B2) any securities, notes or other obligations received by the Guarantor Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by Loral Space the Company or such Restricted Subsidiary into cash (or Cash Equivalents within 90 days after the applicable Asset Sale, to the extent of the cash or Cash Equivalents received in that conversion); (C3) notes or other obligations or Indebtedness actually received by the Company or any assets described such Restricted Subsidiary as consideration for the sale or other disposition of a Designated Asset pursuant to a Designated Asset Contract, but only to the extent that such notes or other obligations or Indebtedness were explicitly required to be included, or permitted to be included solely at the option of the purchaser, in clause (2) or such consideration pursuant to such contract; (4) Indebtedness actually received by the Company or any such Restricted Subsidiary as consideration for the sale or other disposition of paragraph (b) an Unoccupied Facility, in an aggregate principal amount, in any fiscal year of this Section 4.14; (D) Marketable Securities; and (E) Designated Other Permitted Consideration; provided that the aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted ConsiderationCompany, when taken together with all Indebtedness received as consideration pursuant to this clause (4) since the fair market value at date hereof (but, to the time extent that the principal of receipt of all other designated Other Permitted Consideration any Indebtedness received pursuant to this clause (E)4) is repaid in cash or such Indebtedness is sold or otherwise liquidated for cash, less minus the amount of net such cash proceeds previously realized received), not to exceed $20 million; and (5) any Designated Non-Cash Consideration received by the Company or any such Restricted Subsidiary in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time Asset Sale, in an aggregate amount in any fiscal year of the receipt of Company (measured on the date such Designated Other Permitted Non-Cash Consideration (with the fair market value of each item of Designated Other Permitted Consideration being measured at the time was received and without giving effect to subsequent changes in value), when taken together with all other Designated Non-Cash Consideration received as consideration pursuant to this clause (5) during such fiscal year (but, to the extent that any such Designated Non-Cash Consideration is sold or otherwise liquidated for cash, minus the lesser of (x) the amount of the cash received (less the cost of disposition, if any) and (y) the initial amount of such Designated Non-Cash Consideration), not to exceed $25 million. (b) Notwithstanding subsection (a) of this Section 4.10, the Company and its Restricted Subsidiaries may engage in Asset Swaps; provided that: (i) immediately after giving effect to such Asset Swap, the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and (ii) the Board of Directors of the Company determines that the fair market value of the assets received by the Company or the Restricted Subsidiary in the Asset Swap is not less than the fair market value of the assets disposed of by the Company or such Restricted Subsidiary in such Asset Swap and such determination is evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Trustee. (c) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space the Company or the applicable Restricted Subsidiary may apply those Net Proceeds, at its option: (ori) to repay permanently Indebtedness under the Credit Agreement (and with respect to Net Proceeds of a Restricted Subsidiary that is not a Guarantor, in Indebtedness of such Restricted Subsidiary) and, if the case of clause Indebtedness permanently repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (2)ii) to acquire, (3) or (4) below, enter into a binding commitment definitive agreement to apply) such Net Proceeds: (1) to repay Indebtedness of Loral Space or any Restricted Subsidiary which is not subordinated to this Guaranty; (2) to acquire acquire, all or substantially all of the assets of, a Permitted Business or a majority of the Voting Stock ofof a Person engaged in a Permitted Business, another Permitted Business or to purchase Equity Interests of provided that such Person becomes a Restricted Subsidiary from another Personand provided further, however, in the case of a definitive agreement, that such acquisition closes within 120 days of such 360 day period; (3iii) to make a capital expenditure in or that is used or useful in a Permitted Business (provided that the completion of (a) construction of new facilities, (b) expansions to existing facilities and (c) repair or construction of damaged or destroyed facilities, in each case, which commences within such 360 days may extend for an additional 360 day period if the Net Proceeds to make an Investment in a Permitted Venturebe used for such construction, expansion or repair are committed specifically for such activity within such 360 days); or (4iv) to acquire or to acquire the right to use other long-term assets that are used or useful in a Permitted Business. (c) . Pending the final application of any such Net Proceeds, Loral Space the Company may temporarily reduce revolving credit borrowings or otherwise invest such the Net Proceeds in any manner that is not prohibited by this GuarantyIndenture. (d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph (b) of this Section 4.14 shall the preceding paragraph, or that the Company determines will not be applied or invested as provided in the preceding paragraph, will constitute "“Excess Proceeds." ” When the aggregate amount of Excess Proceeds exceeds $15 25.0 million, Loral Space shall make, or shall cause the Company to make, shall make an Offer to Purchase offer (an “Asset Sale Offer”) to all Holders of Notes and and, at the Company’s option, all holders of other Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets assets, to purchase on a pro rata basis the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer to Purchase shall will be equal to 101100% of the principal amount amount, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and shall be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to PurchaseAsset Sale Offer, Loral Space the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by this GuarantyIndenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to shall be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tenderedbasis. Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. (e) Loral Space The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with each repurchase of Notes required pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.10 by this Section 4virtue of such conflict.

Asset Sales. (a) Loral Space shall The Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: (1a) Loral Space the Issuer (or the a Restricted Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value (measured within 15 days of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (3b) at least 75% of the aggregate consideration therefor received in the Asset Sale by Loral Space the Issuer or such a Restricted Subsidiary and all other Asset Sales since the Prior Issue Date is in the form of cash or Cash Equivalents. Only for For purposes of this clause (3)provision, each of the following shall will be deemed to be cash: (A1) any liabilities (liabilities, as shown on Loral Space's or such Restricted Subsidiary's the Issuer’s most recent consolidated balance sheet), of Loral Space the Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes or any Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity agreement that releases Loral Space the Issuer or such Restricted Subsidiary from or indemnifies against further liability (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Issuer or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities); (B2) with respect to any Asset Sale of oil and gas properties by the Issuer or any of its Restricted Subsidiaries where the Issuer or such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Issuer or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto that the transferee (or an Affiliate thereof) agrees to pay; (3) any securities, notes Notes or other obligations received by the Guarantor Issuer or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) are, within 180 days of the Asset Sale, converted by Loral Space the Issuer or such Restricted Subsidiary into cash (cash, to the extent of the cash received in that conversion); (C) any assets described in clause (2) or (4) of paragraph (b) of this Section 4.14; (D) Marketable SecuritiesAdditional Assets; and (E5) any Designated Other Permitted Consideration; provided that Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted ConsiderationFair Market Value, taken together with the fair market value at the time of receipt of all other designated Other Permitted Designated Non-cash Consideration received pursuant to this clause (E5), less the not to exceed an amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5equal to 5.0% of Loral Space's the Issuer’s Adjusted Consolidated Net Tangible Assets (determined at the time of the receipt of such Designated Other Permitted Consideration (Non-cash Consideration), with the fair market value Fair Market Value of each item of Designated Other Permitted Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (bc) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space the Issuer (or any Restricted Subsidiary) may apply (or, in the case of clause (2), (3) or (4) below, enter into a binding commitment to apply) such Net ProceedsProceeds at its option to any combination of the following: (1) to repay Indebtedness of Loral Space repay, redeem or repurchase any Restricted Subsidiary which is not subordinated to this GuarantySenior Debt; (2) to invest in or acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business or to purchase Equity Interests of a Restricted Subsidiary from another Person;Additional Assets; or (3) to make a capital expenditure expenditures in a Permitted Business respect of the Issuer’s or to make an Investment in a Permitted Venture; or (4) to acquire or to acquire the right to use other long-term assets that are used or useful in a Permitted any Restricted Subsidiaries’ Oil and Gas Business. (cd) The requirement of clause (2) or (3) of Section 4.10(c) shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the Issuer (or any Restricted Subsidiary) with a Person other than a Restricted Subsidiary within the time period specified in Section 4.10(c) and such Net Proceeds are subsequently applied in accordance with such contract within six months following the date such agreement is entered into. (e) Pending the final application of any such Net Proceeds, Loral Space the Issuer (or any Restricted Subsidiary) may temporarily reduce revolving credit borrowings Indebtedness under any Credit Facility or otherwise expend or invest such the Net Proceeds in any manner that is not prohibited by this GuarantyIndenture. (df) Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph (bSection 4.10(c) of this Section 4.14 shall will constitute "“Excess Proceeds." ” When the aggregate amount of Excess Proceeds exceeds $15 50.0 million, Loral Space shall makewithin five days thereof, or shall cause the Company to make, Issuer will make an Offer to Purchase offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets to purchase purchase, prepay or redeem, on a pro rata basis (based on principal amounts of Notes and pari passu Indebtedness (or, in the case of pari passu Indebtedness issued with significant original issue discount, based on the accreted value thereof) tendered), the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer to Purchase shall will be equal to 101100% of the principal amount amount, plus accrued and unpaid interest interest, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date, and shall will be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to PurchaseAsset Sale Offer, Loral Space the Issuer or any Restricted Subsidiary may use such those Excess Proceeds for any purpose not otherwise prohibited by this GuarantyIndenture. If the aggregate principal amount of Notes and tendered in such other pari passu Indebtedness tendered into such Asset Sale Offer to Purchase exceeds the amount of Excess ProceedsProceeds allocated to the purchase of Notes, the Trustee shall will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis (except that any Notes represented by a note in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate), based on the principal amount amounts tendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of Notes $2,000 and such other pari passu Indebtedness tenderedany integral multiple of $1,000 in excess thereof). Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. The Issuer may satisfy the foregoing obligation with respect to any Excess Proceeds by making an Asset Sale Offer prior to the expiration of the relevant 360 day period or with respect to Excess Proceeds of $50.0 million or less. (eg) Loral Space shall The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with each repurchase of Notes required by pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 3.09 or this Section 44.10, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 or this Section 4.10 by virtue of such compliance.

Asset Sales. (a) Loral Space The Company shall not, and shall not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate an Asset Sale unless: (1i) Loral Space the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed ofof (except in respect of Designated Assets sold pursuant to a Designated Asset Contract); (2ii) such fair market value is (A) determined by two Officers the Fair Market Value or Designated Asset Value, as applicable, in the case of Loral Space if the fair market value is less than any Asset Sales or series of related Asset Sales having a Fair Market Value of $25 35.0 million or (B) more, is determined by the Company’s Board of Directors (or a duly appointed committee thereof) and evidenced by a resolution of the Board of Directors if the fair market value is $25 million (or greater, and, in each case, such fair market value is a duly appointed committee thereof) set forth in an Officers' Officer’s Certificate delivered to the Trustee; and (3iii) at least 75% of the consideration therefor received in the Asset Sale by Loral Space the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. Only for For purposes of this clause (3)Section 4.10(a)(iii) only, each of the following shall will be deemed to be cash: (A1) any liabilities (liabilities, as shown on Loral Space's the Company’s or such Restricted Subsidiary's ’s most recent balance sheet)sheet or in the footnotes thereto, of Loral Space the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to in right of payment or secured on a customary novation agreement that releases Loral Space junior basis on the Collateral and for which the Company or such Restricted Subsidiary from Subsidiary, as the case may be, have been released or indemnified against further liability; (B2) any securities, notes or other obligations received by the Guarantor Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by Loral Space the Company or such Restricted Subsidiary into cash (or Cash Equivalents within 90 days after the applicable Asset Sale, to the extent of the cash or Cash Equivalents received in that conversion); (C3) notes or other obligations or Indebtedness actually received by the Company or any assets described such Restricted Subsidiary as consideration for the sale or other disposition of a Designated Asset pursuant to a contract with a governmental or quasi-governmental agency, but only to the extent that such notes or other obligations or Indebtedness were explicitly required to be included, or permitted to be included solely at the option of the purchaser, in clause (2) or such consideration pursuant to such contract; (4) 100% of paragraph (b) Indebtedness actually received by the Company or any Restricted Subsidiary as consideration for the sale or other disposition of this Section 4.14; (D) Marketable Securitiesan Unoccupied Facility; and (E5) any Designated Other Permitted Consideration; provided that Non-Cash Consideration received by the Company or any such Restricted Subsidiary in the Asset Sale, in an aggregate fair market value amount in any fiscal year of the Company (as determined pursuant to clause (2) above) of measured on the date such Designated Other Permitted Consideration, taken together with the fair market value at the time of receipt of all other designated Other Permitted Non-Cash Consideration was received pursuant to this clause (E), less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time of the receipt of such Designated Other Permitted Consideration (with the fair market value of each item of Designated Other Permitted Consideration being measured at the time received and without giving effect to subsequent changes in value), when taken together with all other Designated Non-Cash Consideration received as consideration pursuant to this clause (5) during such fiscal year (but, to the extent that any such Designated Non-Cash Consideration is sold or otherwise liquidated for cash, minus the lesser of (x) the amount of the cash received (less the cost of disposition, if any) and (y) the initial amount of such Designated Non-Cash Consideration), not to exceed $50.0 million. (b) Within 360 180 days after from the later of the date of an Asset Sale or the receipt of any Net Proceeds from an Asset Sale, Loral Space the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds, at its option: (ori) to prepay, repay, redeem or purchase (A) for so long as the Indebtedness incurred under the Credit Agreements as of the Issue Date remains outstanding, (i) Indebtedness under such Credit Agreements or (ii) Indebtedness otherwise permitted to be prepaid, repaid, redeemed or purchased under such Credit Agreements and (B), thereafter, (i) other Indebtedness and other Obligations that are secured by a Lien or (ii) the 2023 Notes, the 2024 Notes, the 2026 Notes and the Exchangeable 2026 Notes, and, in each case, if the case of clause Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (2)ii) to acquire, (3) or (4) below, enter into a binding commitment definitive agreement to apply) such Net Proceeds: (1) to repay Indebtedness of Loral Space or any Restricted Subsidiary which is not subordinated to this Guaranty; (2) to acquire acquire, all or substantially all of the assets of, a Permitted Business or a majority of the Voting Stock of, another of a Person engaged in a Permitted Business or to purchase Equity Interests of Business; provided that such Person becomes a Restricted Subsidiary from another Personand provided however, in the case of a definitive agreement, that such acquisition closes within 120 days of such 180-day period; (3iii) to make a capital expenditure in or that is used or useful in a Permitted Business (provided that the completion of (a) construction of new facilities, (b) expansions to existing facilities and (c) repair or construction of damaged or destroyed facilities, in each case, which commences within such 180-day period may extend for an additional 18 month period if (x) the Net Proceeds to make an Investment in a Permitted Venture; orbe used for such construction, expansion or repair are committed specifically for such activity within such 180-day period and (y) such facilities shall, following such construction, expansion or repair, become Collateral pursuant to the terms and conditions set forth under Section 12.06); (4iv) to acquire or to acquire the right to use other long-term assets that are used or useful in a Permitted Business.; or (cv) any combination of the foregoing. Notwithstanding the above, within 180 days from the later of the date of an Asset Sale relating to, or the receipt of any Net Proceeds from an Asset Sale relating to, B.I. Incorporated or a material portion of its business or sale (including Sale and Leasebacks Transactions) of GEO HQ, the Company (or the applicable Restricted Subsidiary, as the case may be) must apply such Net Proceeds to prepay, repay, redeem or purchase First Lien Secured Obligations or to make an Asset Sale Offer as described below and such Net Proceeds shall not be permitted to be applied as set forth in clauses (ii) – (v) above. Pending the final application of any such Net Proceeds, Loral Space the Company (or the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest such the Net Proceeds as cash or in any manner that is not prohibited by this GuarantyCash Equivalents. (dc) Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph clause (b) of this Section 4.14 4.10, or that the Company determines will not be applied or invested as provided in clause (b) of this Section 4.10, shall constitute "“Excess Proceeds." ” When (1) the amount of Excess Proceeds received from any individual Asset Sale exceeds $7.5 million or (2) the aggregate amount of Excess Proceeds received (x) during any fiscal year of the Company exceeds $15 22.5 million or (y) at any time during the term of the Notes exceeds $75.0 million, Loral Space shall make, or shall cause the Company to make, shall make an Offer to Purchase offer (an “Asset Sale Offer”) to all Holders of Notes and and, at the Company’s option, all holders of other Indebtedness that is pari passu in right of payment and lien priority with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets assets, to purchase on a pro rata basis the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer to Purchase shall will be equal to 101100% of the principal amount amount, plus accrued and unpaid interest interest, if any, to the date of purchase, and shall be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to PurchaseAsset Sale Offer, Loral Space the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by this GuarantyIndenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to shall be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tenderedbasis. Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company may satisfy the foregoing obligations with respect to any Net Proceeds prior to the expiration of the relevant 180-day period (or later period as described above) or with respect to Excess Proceeds in an amount equal to or less than the amount set forth in clause (1), (2)(x) or (2)(y), as applicable, of the first sentence of this clause (c). (ed) Loral Space The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with each repurchase of Notes required by pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 44.10 by virtue of such compliance.

Asset Sales. (a) Loral Space The Company shall not, and the Company shall not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate an any Asset Sale unless: (1) Loral Space (the Company or the Restricted Subsidiary, as the case may be) , receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (3) at least 75% of the consideration therefor received in the Asset Sale by Loral Space the Company or such Restricted Subsidiary is in the form of cash; provided, however, that to the extent that any disposition in such Asset Sale was of Collateral, the non-cash consideration received is pledged as Collateral under the Collateral Agreements contemporaneously with such sale, in accordance with the requirements set forth in this Indenture; and (3) in the case of a Vessel Asset Sale of a Deepwater Vessel, the Company would, immediately after giving pro forma effect thereto, including the application of the net proceeds therefrom, as if the same had occurred on the first day of the applicable four-quarter period, (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in Section 4.08(a) (“Incurrence of Indebtedness and Issuance of Preferred Stock”), or Cash Equivalents(B) have a Consolidated Interest Coverage Ratio that is no worse than the Consolidated Interest Coverage Ratio immediately prior to such Vessel Asset Sale. Only for For purposes of this clause (3)Section 4.18, each of the following shall will be deemed to be cash: (A) any liabilities (liabilities, as shown on Loral Space's or such Restricted Subsidiary's the Company’s most recent consolidated balance sheet), of Loral Space the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Loral Space so long as the Company or such Restricted Subsidiary are released from further liability; (B) any securities, notes Notes or other obligations received by the Guarantor Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by Loral Space the Company or such Restricted Subsidiary into cash (within 180 days of the receipt thereof, to the extent of the cash received in that conversion); (C) any stock or assets described of the kind referred to in clause clauses (2) or (4) of paragraph (b) of this Section 4.14;4.18; and (D) Marketable Securities; and (E) any Designated Other Permitted Consideration; provided that the aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted Non-cash Consideration, when taken together with the fair market value at the time of receipt of all other designated Other Permitted Designated Non-cash Consideration received pursuant to this clause (E)D) that is at that time outstanding, less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5not to exceed 2.0% of Loral Space's the Company’s Consolidated Tangible Assets at the time of the receipt of such Designated Other Permitted Non-cash Consideration (with the fair market value Fair Market Value of each item of Designated Other Permitted Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). Any Asset Sale pursuant to an Involuntary Transfer shall not be required to satisfy the conditions set forth in clauses (1), (2) and (3) of this Section 4.18(a). (b) Within Subject to the terms of, and the relative priorities and related rights set forth in the Intercreditor Agreements, within 360 days after the receipt of any Net Proceeds from an Asset SaleSale (including, Loral Space without limitation, an Involuntary Transfer), the Company or the applicable Restricted Subsidiary, as the case may be, may apply (or, in the case of clause (2), (3) or (4) below, enter into a binding commitment to apply) such Net Proceeds: (1) to repay Indebtedness of Loral Space the Company or the Restricted Subsidiaries, including Notes and permanent reductions of Obligations under any Restricted Subsidiary which Credit Facility (and, if the Indebtedness repaid is not subordinated revolving credit Indebtedness, to this Guarantycorrespondingly reduce commitments with respect thereto); (2) to acquire all or substantially all of the assets of, or a majority of the Voting any Capital Stock of, another Permitted Business of the Company, if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is or to purchase Equity Interests of becomes a Restricted Subsidiary from another PersonSubsidiary; (3) to make a capital expenditure in a Permitted Business for the Company or to make an Investment in a Permitted Ventureany of the Restricted Subsidiaries; or (4) to acquire or to acquire the right to use other long-term assets that are not classified as current assets under GAAP and that are used or useful in a the Company’s Permitted Business; provided that clauses (2) through (4) above shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to herein is entered into by the Company or any Restricted Subsidiary, as the case may be, with a Person within such 360-day period and such Net Proceeds are subsequently applied in accordance with such contract within one year and six months following the date of such Asset Sale. In the event any such contract is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds must be applied as set forth herein and if such termination or cancellation occurs later than the 360-day period, shall constitute Excess Proceeds as set forth in Section 4.18(c). (c) Pending the final application of any such Net Proceeds, Loral Space may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Guaranty. (d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph (b) of this Section 4.14 shall 4.18 will constitute "“Excess Proceeds." ” When the aggregate amount of Excess Proceeds exceeds $15 10.0 million, Loral Space shall make, or shall cause the Company to makeshall, within ten (10) Business Days thereof, make an Offer to Purchase offer (the “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Guaranty of the Notes Pari Passu Obligations containing provisions similar to those set forth in this Guaranty Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness Pari Passu Obligations that may be purchased out of the Excess Proceeds. . (d) The offer price in any Asset Sale Offer to Purchase shall will be equal to 101100% of the principal amount plus accrued and unpaid interest to the date of purchase, and shall will be payable in cash. . (e) If any Excess Proceeds 25 remain after consummation of an Offer to PurchaseAsset Sale Offer, Loral Space the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by this Guaranty. Indenture and the Collateral Agreements; provided that pending any such application, the proceeds of the Asset Sale, whether assets, property or cash, are subject to a Lien under the Collateral Agreements. (f) If the aggregate principal amount of Notes and such other pari passu Indebtedness Pari Passu Obligations tendered into such Asset Sale Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other pari passu Indebtedness Pari Passu Obligations to be purchased on a pro rata basis based on basis, provided that applicable denominations of the principal amount of Notes and such other pari passu Indebtedness tenderedare preserved. Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. . The Company shall not, and the Company shall not permit any Restricted Subsidiary to, enter into or suffer to exist any agreement (eother than the Indenture Documents, the Credit Agreement Documents, the Secured Convertible Collateral Agreements and the Intercreditor Agreements, similar documents entered into in accordance with the Indenture, and collateral documents creating Liens permitted to be incurred pursuant to Section 4.09 provided that such collateral documents do not contain terms materially less favorable to the Holders than those contained in the Collateral Agreements) Loral Space that would place any restriction of any kind (other than pursuant to law or regulation) on the ability of the Company to make an Asset Sale Offer. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with each repurchase of Notes required pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by this Section 4virtue of such compliance.

Asset Sales. (a) Loral Space shall The Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: (1a) Loral Space the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time in respect of such Asset Sale at least equal to the fair market value Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (3b) either (x) at least 75% of the consideration therefor received in the Asset Sale by Loral Space the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents(y) the Fair Market Value of all forms of consideration other than cash received for all Asset Sales since the Issue Date does not exceed in the aggregate 10% of the Consolidated Tangible Assets of the Company at the time each determination is made. Only for For purposes of this clause (3)provision, each of the following shall will be deemed to be cash: (Ai) any liabilities (liabilities, as shown on Loral Space's or such Restricted Subsidiary's the Company’s most recent consolidated balance sheet), sheet (or as would be shown on the Company’s consolidated balance sheet as of Loral Space the date of such Asset Sale) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities liabilities, Indebtedness that are is by their its terms subordinated to the SecuritiesNotes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets or Equity Interests pursuant to (1) a customary written novation agreement that releases Loral Space the Company or such Restricted Subsidiary from further liability therefor or (2) an assignment agreement that includes, in lieu of such a release, the agreement of the transferee or its parent company to indemnify and hold harmless the Company or such Restricted Subsidiary from and against any loss, liability or cost in respect of such assumed liability; (Bii) any securities, notes or other obligations received by the Guarantor Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by Loral Space the Company or such Restricted Subsidiary into cash (within 270 days after the date of the Asset Sale, to the extent of the cash received in that conversion); (Ciii) any stock or assets described of the kind referred to in clause clauses (2ii) or (4iv) of the next paragraph (b) of this Section 4.14; (D) Marketable Securities5.8; and (Eiv) Designated Other Permitted Consideration; provided that accounts receivable of a business retained by the aggregate fair market value (Company or any Restricted Subsidiary, as determined pursuant to clause (2) above) the case may be, following the sale of such Designated Other Permitted Considerationbusiness, taken together with provided, that such accounts receivable are not past due more than 90 days and do not have a payment date greater than 120 days from the fair market value at the time of receipt of all other designated Other Permitted Consideration received pursuant to this clause (E), less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time date of the receipt of invoice creating such Designated Other Permitted Consideration (with the fair market value of each item of Designated Other Permitted Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) accounts receivable. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space the Company (or its Restricted Subsidiaries, as the case may be) may apply (or, in the case of clause (2), (3) or (4) below, enter into a binding commitment an amount equal to apply) such Net ProceedsProceeds at its option: (1i) to repay Indebtedness of Loral Space repay, redeem or repurchase any Restricted Subsidiary which is not subordinated to this GuarantySenior Debt; (2ii) to acquire all or substantially all of the assets of, or a majority of the Voting any Capital Stock of, another Person engaged in a Permitted Business Business, if, after giving effect to any such acquisition of Capital Stock, such Person is or to purchase Equity Interests of becomes a Restricted Subsidiary from another Personof the Company; (3iii) to make a capital expenditure in a Permitted Business or to make an Investment in a Permitted Ventureexpenditure; or (4iv) to acquire or to acquire the right to use other long-term assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business. ; provided, however, that if, during such 360-day period, the Company and/or any of its Restricted Subsidiaries enters into a binding contract with a Person other than an Affiliate of the Company to apply such amount pursuant to clauses (cii) or (iii) above, then such 360-day period shall be extended until the earlier of (a) the date on which such acquisition or expenditure is consummated, and (b) the 180th day following the expiration of the aforementioned 360-day period. Pending the final application of any such Net Proceeds, Loral Space the Company may temporarily reduce revolving credit borrowings or otherwise invest such the Net Proceeds in any manner that is not prohibited by this Guaranty. (d) Agreement. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph (b) of this Section 4.14 shall 5.8 will constitute "“Excess Proceeds." When ” If on any date, the aggregate amount of Excess Proceeds exceeds $15 20.0 million, Loral Space shall makethen within ten Business Days after such date, or shall cause the Company to make, will make an Offer to Purchase offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty Agreement with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer to Purchase shall will be equal to 101100% of the principal amount plus accrued and unpaid interest interest, if any, to the date of purchase, and shall will be payable in cash. If any Excess Proceeds 25 remain unapplied after consummation of an Offer to PurchaseAsset Sale Offer, Loral Space the Company and its Restricted Subsidiaries may use such those Excess Proceeds for any purpose not otherwise prohibited by this GuarantyAgreement or the Notes. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee Holders shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tenderedbasis. Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. (e) Loral Space shall . Notwithstanding anything in this Section 5.8 to the contrary, the sale, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries, considered as a single enterprise, will be governed by Section 5.11 hereof and not by this Section 5.8. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 5.8, or compliance with the provisions of this Section 5.8 would constitute a violation of any such laws or regulations, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 5.8 by virtue of such compliance. In the event that, pursuant to the preceding provisions of this Section 5.8, the Company is required to commence an Asset Sale Offer, it will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Agreement with respect to offers to purchase or redeem with the proceeds of sales of assets. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company will send, by first class mail, a notice to each of the Holders. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state: (i) that the Asset Sale Offer is being made pursuant to this Section 45.8 and the length of time the Asset Sale Offer will remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment will continue to accrue interest; (iv) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $1,000 only; (vi) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Company; (vii) that Holders will be entitled to withdraw their election if the Company receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Note purchased; (viii) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the Offer Amount, the Company will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof, will be purchased); and (ix) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before the Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver or cause to be delivered to the Holders the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 5.8. The Company will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company, will promptly issue a new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on the Purchase Date.

Asset Sales. (a) Loral Space shall The Company will not, and shall will not permit any Restricted Subsidiary to, consummate an Asset Sale Sale, unless: (1) Loral Space (the Company or the such Restricted Subsidiary, as the case may be) , receives consideration at the time (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, in connection with such Asset Sale Sale) at least equal to the fair market value (measured at the time of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of;; and (2) such fair market value is (A) determined by two Officers except in the case of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greaterPermitted Asset Swap, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (3) at least 75% of the consideration therefor for such Asset Sale, together with all other Asset Sales since May 6, 2021 (on a cumulative basis), received by Loral Space the Company or such a Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. Only ; provided that each of the following will be deemed to be cash or Cash Equivalents for purposes of this clause (3), each of the following shall be deemed to be cash:Section 4.10(a)(2): (A) any liabilities (as shown on Loral Space's the Company’s or such any Restricted Subsidiary's ’s most recent balance sheet or in the notes thereto or, if incurred or accrued subsequent to the date of such balance sheet), such liabilities that would have been reflected on the Company’s or a Restricted Subsidiary’s consolidated balance sheet or in the notes thereto if such incurrence or accrual had taken place on or prior to the date of Loral Space such balance sheet, as determined in good faith by the Company) of the Company or any Restricted Subsidiary (Subsidiary, other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Securities) Notes or any Guarantor’s Guarantee of the Notes, that are (i) assumed by the transferee of any such assets pursuant (or a third party in connection with such transfer) or (ii) otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Company or a customary novation agreement that releases Loral Space or such Restricted Subsidiary from further liabilitySubsidiary); (B) any securities, notes or other obligations or assets received by the Guarantor Company or any such a Restricted Subsidiary from such transferee or in connection with such Asset Sale (including earnouts and similar obligations) that are contemporaneously (subject to ordinary settlement periods) converted by Loral Space the Company or such a Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash received in that conversion)or Cash Equivalents received) within 180 days following the closing of such Asset Sale; (C) any assets described Designated Non-Cash Consideration received by the Company or a Restricted Subsidiary in clause (2) or (4) of paragraph (b) of this Section 4.14; (D) Marketable Securities; and (E) Designated Other Permitted Consideration; provided that the such Asset Sale having an aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted Considerationvalue, taken together with the fair market value at the time of receipt of all other designated Other Permitted Designated Non-Cash Consideration received pursuant to this clause (E)C) that is at that time outstanding, less not to exceed the amount greater of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5(i) $400.0 million and (ii) 5.0% of Loral Space's Adjusted Consolidated Net Tangible Assets of the Company at the time of the receipt of such Designated Other Permitted Consideration (Non-Cash Consideration, with the fair market value of each item of Designated Other Permitted Non-Cash Consideration being measured measured, at the Company’s option, either at the time of contractually agreeing to such Asset Sale or at the time received and and, in either case, without giving effect to subsequent changes in value; (D) Indebtedness of any Restricted Subsidiary that ceases to be a Restricted Subsidiary as a result of such Asset Sale (other than intercompany debt owed to the Company or a Restricted Subsidiary), to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale; (E) any Investment, Capital Stock, assets, property or capital or other expenditure of the kind referred to in Section 4.10(b)(2); and (F) with respect to any Asset Sale of Oil and Gas Properties disposed of by the Company or any Restricted Subsidiary in which the Company or any Restricted Subsidiary retains an interest, the costs and expenses related to the exploration, development, completion or production of such Oil and Gas Properties and activities related thereto agreed to be assumed by the transferee (or an Affiliate thereof). (b) Within 360 365 days after the receipt of any Net Proceeds from an of any Asset SaleSale (as may be extended pursuant to clause (2) below, Loral Space the “Asset Sale Proceeds Application Period”), the Company or a Restricted Subsidiary, at its option, may apply an amount equal to such Net Proceeds (the “Applicable Proceeds”): (1) to repay, redeem or repurchase: (A) Obligations in respect of Senior Indebtedness; or (B) Obligations in respect of Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Obligations owed to the Company or a Restricted Subsidiary; or (2) to make (a) an Investment in any one or more businesses; provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Company or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes or continues to constitute a Restricted Subsidiary, (b) capital expenditures, (c) other expenditures made with respect to Oil and Gas Properties, (d) acquisitions by the Company or any Restricted Subsidiary of properties (including fee and leasehold interests) or (e) acquisitions by the Company or any Restricted Subsidiary of other assets, other than securities, in the case of clauses (a) (d) and this clause (e), either (i) that are or will be used or useful in the Oil and Gas Business or (ii) that replace, in whole or in part, the properties or assets that are the subject of such Asset Sale; provided that in the case of this clause (2), (3) or (4) below, enter into a binding commitment to apply) such Net Proceeds: (1) to repay Indebtedness of Loral Space or any Restricted Subsidiary which is not subordinated to this Guaranty; (2) to acquire all or substantially all will be treated as a permitted application of the assets of, Applicable Proceeds from the date of such commitment so long as the Company or a majority of the Voting Stock of, another Permitted Business or to purchase Equity Interests of a Restricted Subsidiary from another Person;enters into such commitment with the good faith expectation that such Applicable Proceeds will be applied to satisfy such commitment within 180 days of such commitment (or, if later, 365 days after the receipt of such Applicable Proceeds); provided, further, that if any such commitment is later cancelled or terminated for any reason before such Applicable Proceeds are applied, then such Applicable Proceeds will constitute Excess Proceeds (as defined below); or (3) to make a capital expenditure in a Permitted Business or to make an Investment in a Permitted Venture; or (4) to acquire or to acquire any combination of the right to use other long-term assets that are used or useful in a Permitted Businessforegoing. (c) Pending the final application of the amount of any such Net ProceedsApplicable Proceeds pursuant to this covenant, Loral Space the Company and its Restricted Subsidiaries may temporarily reduce revolving credit borrowings Indebtedness, or otherwise invest use such Net Applicable Proceeds in any manner that is not prohibited by this Guarantythe Indenture. (d) Any Net The amount equal to the Applicable Proceeds from Asset Sales that are not invested or applied or invested as provided and within the time period set forth in paragraph (bSection 4.10(b) of this Section 4.14 shall will be deemed to constitute "“Excess Proceeds." ”. When the aggregate amount of Excess Proceeds exceeds $15 50.0 million, Loral Space shall make, or shall cause the Company to make, will make an Offer to Purchase offer to all Holders and, at the option of Notes and all the Company, to any holders of other any Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty with respect to offers to purchase or redeem with the proceeds of sales of assets (“Pari Passu Indebtedness” and such offer, an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such other pari passu Pari Passu Indebtedness that is in an amount equal to at least $2,000, or an integral multiple of $1,000 in excess of $2,000, that may be purchased out of the Excess Proceeds. The Proceeds at an offer price price, in any Offer to Purchase shall be the case of the Notes, in cash in an amount equal to 101100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest interest, if any (or, in respect of such Pari Passu Indebtedness, such other price, if any, as may be provided for by the terms of such Pari Passu Indebtedness), to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth in Section 3.09 (or, in respect of such Pari Passu Indebtedness, the agreement or instrument governing the terms thereof). The Company will commence an Asset Sale Offer with respect to Excess Proceeds within 30 days after the date that the amount of Excess Proceeds exceeds $50.0 million by mailing or electronically delivering the notice required pursuant to Section 3.09, with a copy to the date Trustee, or otherwise in accordance with Applicable Procedures. The Company may satisfy the foregoing obligation with respect to any Applicable Proceeds from an Asset Sale by making an offer to purchase Notes with respect to the amount of purchaseall or part of the available Applicable Proceeds (the “Advance Portion”) prior to the expiration of the Asset Sale Proceeds Application Period with respect to the amount of all or a part of the available Applicable Proceeds in advance of being required to do so by this Indenture (the “Advance Offer”). To the extent that the aggregate principal amount (or accreted value, as applicable) of Notes and shall be payable such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds (or in cashthe case of an Advance Offer, the Advance Portion), the Company and its Restricted Subsidiaries may use any remaining Excess Proceeds (or in the case of an Advance Offer, the Advance Portion) in any manner not prohibited by this Indenture. If any the aggregate principal amount (or accreted value, as applicable) of Notes and/or the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds 25 remain after consummation (or in the case of an Advance Offer, the Advance Portion), the Trustee, in accordance with the Applicable Procedures, will select the Notes to be purchased in the manner described under Section 3.02 and the Company will select such Pari Passu Indebtedness to be purchased pursuant to the terms of such Pari Passu Indebtedness; provided that as between the Notes and any Pari Passu Indebtedness, such purchases will be made on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness will be repurchased in part in an unauthorized denomination. Upon completion of any such Asset Sale Offer, for purposes of this provision the amount of Excess Proceeds (or in the case of an Advance Offer, the Advance Portion) that resulted in the Asset Sale Offer or Advance Offer will be reset to Purchase, Loral Space zero (regardless of whether there are any remaining Excess Proceeds (or Advance Portion) upon such completion) and the Company may use such any remaining Excess Proceeds for any purpose not otherwise prohibited by under this GuarantyIndenture. If An Asset Sale Offer or Advance Offer may be made at the aggregate principal amount same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, Notes and such other pari passu Indebtedness tendered into such and/or Guarantees (but the Asset Sale Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based or Advance Offer may not condition tenders on the principal amount delivery of Notes and such other pari passu Indebtedness tendered. Upon completion of each Offer to Purchase required by this Section 4.14, the amount of Excess Proceeds shall be reset at zeroconsents). (e) Loral Space shall [Reserved]. (f) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and or regulations are applicable in connection with each the repurchase of the Notes required pursuant to an Asset Sale Offer or Advance Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations described in this Indenture by virtue thereof. (g) The Company’s obligation to make an offer to repurchase the Notes pursuant to this Section 44.10 may be waived or modified with the written consent of the Holders of a majority in principal amount of the then outstanding Notes.

Asset Sales. (a) Loral Space shall The Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: (1) Loral Space (other than in the case of an Event of Loss, the Company or the Restricted Subsidiary, as the case may be) , receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;of (as determined at the time the Company or the Restricted Subsidiary executes a binding agreement or otherwise becomes obligated to make such Asset Sale); and (2) such fair market value is (A) determined by two Officers other than in the case of Loral Space if the fair market value is less than $25 million or (B) determined by the Board an Event of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greaterLoss, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (3) at least 75% of the consideration therefor received in the Asset Sale by Loral Space the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. Only For purposes of this provision (but not for purposes of this clause (3determining the Net Proceeds from any Asset Sale), each of the following shall will be deemed to be cash: (A) any liabilities (liabilities, as shown on Loral Space's or such Restricted Subsidiary's the Company’s most recent consolidated balance sheet or as would be reflected on a balance sheet), of Loral Space the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Loral Space the Company or such Restricted Subsidiary from further liability; (B) any securities, notes or other obligations received by the Guarantor Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by Loral Space the Company or such Restricted Subsidiary into cash (within 90 days after their receipt, to the extent of the cash received in that conversion);; and (C) any stock or assets described of the kind referred to in clause (2Sections 4.10(b)(2) or (4) of paragraph (b) of this Section 4.14; (D) Marketable Securities; and (E) Designated Other Permitted Consideration; provided that the aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted Consideration, taken together with the fair market value at the time of receipt of all other designated Other Permitted Consideration received pursuant to this clause (E), less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time of the receipt of such Designated Other Permitted Consideration (with the fair market value of each item of Designated Other Permitted Consideration being measured at the time received and without giving effect to subsequent changes in value4.10(b)(3). (b) Within 360 365 days after the receipt of any Net Proceeds from an Asset SaleSale of Notes Priority Collateral, Loral Space the Company (or the applicable Restricted Subsidiary, as the case may be) may apply (or, in the case of clause (2), (3) or (4) below, enter into a binding commitment to apply) such Net ProceedsProceeds at its option: (1) to repay Indebtedness of Loral Space or any Restricted Subsidiary which is not subordinated to this Guaranty; (2) to acquire all or substantially all of the assets of, or a majority of the Voting any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or to purchase Equity Interests of becomes a Restricted Subsidiary from another Personof the Company; (32) to make a capital expenditure in a Permitted Business or to make an Investment in a Permitted Venture; or (4x) to acquire or to acquire the right to use other long-term assets that are not classified as current assets under GAAP and that are used or useful in a Permitted BusinessBusiness and will constitute Notes Priority Collateral and/or (y) to make expenditures for maintenance, repair or improvement of existing properties and assets; or (3) in any combination of the applications described in the foregoing clauses (1) and (2). (c) Pending the final application of any such Net ProceedsProceeds from an Asset Sale of Notes Priority Collateral, Loral Space the Company (or the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest such the Net Proceeds in any manner that is not prohibited by this GuarantyCash Equivalents. (d) Any Net Proceeds from Asset Sales of Notes Priority Collateral that are not applied or invested as provided in paragraph (bSection 4.10(b) within 365 days after the receipt of this Section 4.14 shall such Net Proceeds from such applicable Asset Sale will constitute "“Excess Proceeds." ” When the aggregate amount of Excess Proceeds exceeds $15 10.0 million, Loral Space shall makewithin 30 days thereof, or shall cause the Company will be required to make, make an Offer to Purchase offer (an “Asset Sale Offer”) to all Holders of Notes and to repurchase all holders or any part (equal to $2,000 or integral multiples of other Indebtedness $1,000 in excess thereof) of each Holder’s Notes at the purchase price described below; provided, however, that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal aggregate price payable in any Asset Sale Offer will not exceed such aggregate amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer purchase price with respect to the Notes in any Asset Sale Offer to Purchase shall will be equal to 101100% of the principal amount amount, plus accrued and unpaid interest and Special Interest, if any, thereon to the date of purchase, subject to proration in accordance with Section 3.02 in the event of oversubscription and shall to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of repurchase, and will be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to PurchaseAsset Sale Offer, Loral Space the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by this Guaranty. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tenderedIndenture. Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. (e) Loral Space shall In connection with any Asset Sale Offer, the Company will send a notice to each Holder, with a copy to the Trustee, describing the Asset Sale Offer and offering to repurchase Notes on the date for payment specified in the notice (the “Excess Proceeds Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state: (1) that the Asset Sale Offer is being made pursuant to this Section 4.10 and the length of time the Asset Sale Offer will remain open; (2) the Excess Proceeds amount, the purchase price and the Excess Proceeds Payment Date; (3) that any Note not tendered or accepted for payment will continue to accrue interest; (4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on the Excess Proceeds Payment Date; (5) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Notes or transfer the Notes by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Excess Proceeds Payment Date; (6) that Holders will be entitled to withdraw tenders of their Notes if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Excess Proceeds Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder tendered for purchase and a statement that such Holder is withdrawing its tender of such Notes; and (7) that Holders whose Notes are purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each the repurchase of Notes required by pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 44.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.10 by virtue thereof. (f) On the Excess Proceeds Payment Date, the Company will to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Asset Sale Offer and not withdrawn (subject to proration in accordance with Section 3.02 in the event of oversubscription); (2) deposit with the Paying Agent no later than 10:00 a.m. Eastern Time an amount equal to the aggregate purchase price to be paid in such Asset Sale Offer in respect of Notes or portion of Notes properly tendered and not withdrawn; and (3) deliver or cause to be delivered to the Trustee the Notes or portions of Notes properly accepted for payment together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. (g) The Paying Agent will promptly mail or wire transfer to each Holder of Notes or portions of Notes properly tendered and not withdrawn the purchase price payable with respect to such Notes or portions of Notes, and the Trustee will properly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered. Any Note or portion of Note accepted for payment pursuant to an Asset Sale Offer will cease to accrue interest on and after the Excess Proceeds Payment Date. The Company will publicly announce the results of any Asset Sale Offer on or as soon as practicable after the Excess Proceeds Payment Date. (h) The Company will not be required to make an Asset Sale Offer if notice of redemption for all of the then outstanding Notes has been given pursuant to Article 3, unless and until there is a default in payment of the applicable redemption price. (i) The Company may combine any Excess Cash Flow Offer with any Asset Sale Offer provided that the requirements set forth in this Indenture with respect to both the Excess Cash Flow Offer and the Asset Sale Offer are satisfied.

Asset Sales. (a) Loral Space shall The Parent Guarantor and the Company will not, and shall the Parent Guarantor will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale (other than an Event of Loss), unless: (1) Loral Space (the Company, the Parent Guarantor or the Restricted Subsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (32) at least 75% of the consideration therefor received in the Asset Sale by Loral Space the Company, the Parent Guarantor or such Restricted Subsidiary is in the form of cash or Cash Equivalentscash. Only for For purposes of this clause (3)provision, each of the following shall will be deemed to be cash: (A) any liabilities (liabilities, as shown on Loral Space's or such Restricted Subsidiary's the Parent Guarantor’s most recent consolidated balance sheet), of Loral Space the Parent Guarantor or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Loral Space the Parent Guarantor or such Restricted Subsidiary from further liability; (B) any securities, notes or other obligations Obligations received by the Parent Guarantor or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) are, within 30 days of the receipt thereof, converted by Loral Space the Parent Guarantor or such Restricted Subsidiary into cash (cash, to the extent of the cash received in that conversion);; and (C) any stock or assets described of the kind referred to in clause (2Section 4.10(b)(2) or (4) of paragraph (b) of this Section 4.14; (D) Marketable Securities; and (E) Designated Other Permitted Consideration; provided that the aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted Consideration, taken together with the fair market value at the time of receipt of all other designated Other Permitted Consideration received pursuant to this clause (E), less the amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time of the receipt of such Designated Other Permitted Consideration (with the fair market value of each item of Designated Other Permitted Consideration being measured at the time received and without giving effect to subsequent changes in value4.10(b)(4). (b) Within 360 days after the receipt of any Net Proceeds from an Asset SaleSale (including an Event of Loss), Loral Space the Company, the Parent Guarantor or the applicable Restricted Subsidiary, as the case may be may apply (or, in the case of clause (2), (3) or (4) below, enter into a binding commitment to apply) such Net Proceeds: (1) to repay (a) Indebtedness Incurred under Section 4.09(b)(1) (b) other Indebtedness of Loral Space the Company or any a Guarantor secured by property and assets that do not constitute Collateral that is the subject of such Asset Sale, and, in each case, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto, (c) Indebtedness of a Restricted Subsidiary which that is not subordinated a Subsidiary Guarantor or (d) the Notes pursuant to the redemption provisions of this GuarantyIndenture; (2) to acquire all or substantially all of the assets ofof another Permitted Business, or a majority of the Voting any Capital Stock of, a Person undertaking another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or to purchase Equity Interests of becomes a Restricted Subsidiary of the Parent Guarantor (provided that (a) such acquisition funded with any proceeds from another Personan Event of Loss occurs within the date that is 545 days after receipt of the Net Proceeds from the relevant Event of Loss to the extent that a binding agreement to acquire such assets or Capital Stock is entered into on or prior to the date that is 360 days after receipt of the Net Proceeds from the relevant Event of Loss, and (b) if such acquisition is not consummated within the period set forth in clause (a), the Net Proceeds not so applied will be deemed to be Excess Proceeds); (3) to make a capital expenditure in (provided that any such capital expenditure funded with any proceeds from an Event of Loss occurs within the date that is 545 days after receipt of the Net Proceeds from the relevant Event of Loss to the extent that a Permitted Business or binding agreement to make an Investment in a Permitted Venturesuch capital expenditure is entered into on or prior to the date that is 360 days after receipt of the Net Proceeds from the relevant Event of Loss); or (4) to acquire or to acquire the right to use other long-term assets that are not classified as current assets under U.S. GAAP and that are used or useful in a Permitted BusinessBusiness (provided that (a) such acquisition funded from an Event of Loss occurs within the date that is 545 days after receipt of the Net Proceeds from the relevant Event of Loss to the extent that a binding agreement to acquire such assets is entered into on or prior to the date that is 360 days after receipt of the Net Proceeds from the relevant Event of Loss, and (b) if such acquisition is not consummated within the period set forth in clause (a), the Net Proceeds not so applied will be deemed to be Excess Proceeds);or (5) enter into a binding commitment regarding clauses (2), (3) or (4) above (in addition to the binding commitments expressly referenced in those clauses); provided that such binding commitment shall be treated as a permitted application of Net Proceeds from the date of such commitment until the earlier of (x) the date on which such acquisition or expenditure is consummated and (y) the 180th day following the expiration of the aforementioned 360-day period. To the extent such acquisition or expenditure is not consummated on or before such 180th day and the Company, the Parent Guarantor or such Restricted Subsidiary shall not have applied such Net Proceeds pursuant to clauses (2), (3) or (4)above on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds, and such Net Proceeds will constitute Excess Proceeds. (c) Pending the final application of any such Net Proceeds, Loral Space the Company may temporarily reduce revolving credit borrowings or otherwise invest such the Net Proceeds in any manner that is not prohibited by this GuarantyIndenture. (d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph (b) of this Section 4.14 shall 4.10 will constitute "“Asset Sale Excess Proceeds." ” When the aggregate amount of Asset Sale Excess Proceeds exceeds $15 US$5.0 million, Loral Space shall makewithin ten (10) days thereof, or shall cause the Company to make, shall make an Asset Sale Offer to Purchase to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Guaranty of Notes and secured by the Notes Collateral containing provisions similar to those set forth in this Guaranty Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Asset Sale Excess Proceeds. The offer price in any Asset Sale Offer to Purchase shall will be equal to 101100% of the principal amount plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, and shall will be payable in cash. If any Asset Sale Excess Proceeds 25 remain after consummation of an Offer to PurchaseAsset Sale Offer, Loral Space the Company may use such those Asset Sale Excess Proceeds for any purpose not otherwise prohibited by this GuarantyIndenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer to Purchase exceeds the amount of Asset Sale Excess Proceeds, the Trustee shall select the Company will purchase all tendered Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tenderedunless otherwise required under Section 3.02. Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Asset Sale Excess Proceeds shall will be reset at zero. (e) Loral Space shall The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and or regulations are applicable in connection with each the repurchase of the Notes required by pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 44.10, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue thereof.

Asset Sales. (a) Loral Space shall The Company will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate an Asset Sale unless: (1) Loral Space the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (32) at least 75% of the consideration therefor received in the Asset Sale by Loral Space the Company or such Restricted Subsidiary is in the form of cash cash, Cash Equivalents or Cash EquivalentsReplacement Assets or a combination thereof. Only for For purposes of this clause (3)provision, each of the following shall will be deemed to be cash: (Aa) any liabilities (liabilities, as shown recorded on Loral Space's or such Restricted Subsidiary's most recent the balance sheet), sheet of Loral Space the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities) liabilities), that are assumed by the transferee of any such assets pursuant and as a result of which the Company and its Restricted Subsidiaries are no longer obligated with respect to a customary novation agreement that releases Loral Space such liabilities or such Restricted Subsidiary from are indemnified against further liabilityliabilities; (Bb) any securities, notes or other obligations received by the Guarantor Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by Loral Space the Company or such Restricted Subsidiary into cash (or Cash Equivalents within 180 days following the closing of the Asset Sale, to the extent of the cash or Cash Equivalents received in that conversion); (Cc) any Capital Stock or assets described of the kind referred to in clause (2Section 4.10(b)(3) or (4Section 4.10(b)(5) of paragraph (b) of this Section 4.14hereof; (Dd) Marketable SecuritiesIndebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any Guarantee of such Indebtedness in connection with such Asset Sale; (e) consideration consisting of Indebtedness of the Company or any Guarantor received from Persons who are not the Company or any Restricted Subsidiary; and (Ef) Designated Other Permitted Consideration; provided that consideration other than cash, Cash Equivalents or Replacement Assets received by the aggregate fair market value (as determined pursuant to clause (2) above) of Company or any Restricted Subsidiary in such Designated Other Permitted ConsiderationAsset Sale with a Fair Market Value, taken together with the fair market value at the time of receipt of all other designated Other Permitted Consideration consideration received pursuant to this clause (E)f) that is at the time outstanding, less not to exceed the amount greater of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5(i) $50.0 million and (ii) 1.0% of Loral Space's Consolidated Total Tangible Assets at the time of the receipt of such Designated Other Permitted Consideration (consideration, with the fair market value Fair Market Value of each item of Designated Other Permitted Consideration such consideration being measured at the time received and without giving effect to subsequent changes in value). (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space the Company (or the applicable Restricted Subsidiary, as the case may be) may apply (or, in the case of clause (2), (3) or (4) below, enter into a binding commitment to apply) such Net Proceeds: (1) to permanently reduce or repay Indebtedness of Loral Space or Obligations under a Credit Facility to the extent such Obligations were incurred under Section 4.09(b)(1) and to correspondingly reduce any Restricted Subsidiary which is not subordinated to this Guarantyoutstanding commitments with respect thereto; (2) to purchase the Notes pursuant to an offer to all Holders of Notes at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but not including) the date of purchase (a “Notes Offer”); (3) to acquire all or substantially all of the assets of, or a majority of the Voting any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or to purchase Equity Interests of becomes a Restricted Subsidiary from another PersonSubsidiary; (34) to make a capital expenditure in a Permitted Business or to make an Investment in a Permitted Venture; orexpenditure; (45) to acquire or to acquire the right to use other long-term assets (other than Capital Stock) not classified as current assets under IFRS that are used or useful in a Permitted Business; (6) to repurchase, prepay, redeem or repay Indebtedness (a) of a Restricted Subsidiary which is not a Guarantor, or Indebtedness of any Guarantor that is secured by a Lien on such assets or (b) which is pari passu in right of payment with the Notes or any Note Guarantee; provided, however, that if the Company or a Restricted Subsidiary shall so repurchase, prepay, redeem, or repay Indebtedness pursuant to Section 4.10(b)(6)(b), the Company will make a Notes Offer for an aggregate principal amount of Notes at least equal to the proportion that (x) the total aggregate principal amount of Notes outstanding bears to (y) the sum of the total aggregate principal amount of Notes outstanding plus the total aggregate principal amount outstanding of such pari passu Indebtedness; provided, further, that the Company shall be deemed to have satisfied its obligation to make a Notes Offer if it otherwise equally and ratably reduces obligations under the Notes through (x) open market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or (y) as provided under Section 3.07 hereof; or (7) enter into a binding commitment to apply the Net Proceeds pursuant to Section 4.10(b)(3), (b)(4) or (b)(5) above; provided that such binding commitment (or any subsequent commitments replacing the initial commitment that may be cancelled or terminated) shall be treated as a permitted application of the Net Proceeds from the date of such commitment until the earlier of (x) the date on which such acquisition or expenditure is consummated and (y) the 180th day following the expiration of the aforementioned 360 day period. (c) Pending the final application of any such Net ProceedsProceeds from an Asset Sale, Loral Space the Company (or the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest such the Net Proceeds in any manner that is not prohibited by this GuarantyIndenture. (d) Any Net Proceeds from an Asset Sales Sale that are not applied or invested as provided in paragraph Section 4.10(b) hereof (bit being understood that any portion of such Net Proceeds used to make an offer to purchase Notes as described in Section 4.10(b)(2) of this or Section 4.14 4.10(b)(6) hereof shall be deemed to have been invested whether or not such Notes Offer is accepted) will constitute "“Excess Proceeds." ”. When the aggregate amount of Excess Proceeds exceeds $15 40.0 million, Loral Space shall makewithin ten Business Days thereof, or shall cause the Company to make, will make an Offer to Purchase offer (an “Asset Sale Offer”) to all Holders of Notes and may make an offer to all holders of other Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty or any Note Guarantees with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets in accordance with Section 3.09 hereof to purchase purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds. The offer price for the Notes in any Asset Sale Offer to Purchase shall will be equal to 101100% of the principal amount amount, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and shall will be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to PurchaseAsset Sale Offer, Loral Space the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by this GuarantyIndenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into (or to be prepaid or redeemed in connection with) such Asset Sale Offer to Purchase exceeds the amount of Excess Proceeds, or if the aggregate amount of Notes tendered pursuant to a Notes Offer exceeds the amount of the Net Proceeds so applied, the Trustee shall will select the Notes and such other pari passu Indebtedness Indebtedness, if applicable, to be purchased on a pro rata basis (or in the manner described in Section 3.02 hereof), based on the principal amount of Notes and such other pari passu Indebtedness tenderedamounts tendered or required to be prepaid or redeemed. Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. The Company may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 360 days (or such longer period provided above) or with respect to Excess Proceeds of $40.0 million or less. (e) Loral Space shall The Company will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with each repurchase of Notes required pursuant to a Change of Control Offer, an Asset Sale Offer or a Notes Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 3.09 hereof or the Change of Control Offer, Asset Sale Offer or Notes Offer provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or the Change of Control Offer, Asset Sale Offer or Notes Offer provisions of this Indenture by this Section 4virtue of such compliance.

Asset Sales. (a) Loral Space shall The Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: (1a) Loral Space the Issuer (or the a Restricted Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value (measured within 15 days of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (3b) at least 75% of the aggregate consideration therefor received in the Asset Sale by Loral Space the Issuer or such a Restricted Subsidiary and all other Asset Sales since the Issue Date is in the form of cash or Cash Equivalents. Only for For purposes of this clause (3)provision, each of the following shall will be deemed to be cash: (A1) any liabilities (liabilities, as shown on Loral Space's or such Restricted Subsidiary's the Issuer’s most recent consolidated balance sheet), of Loral Space the Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes or any Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity agreement that releases Loral Space the Issuer or such Restricted Subsidiary from or indemnifies against further liability (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Issuer or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities); (B2) with respect to any Asset Sale of oil and gas properties by the Issuer or any of its Restricted Subsidiaries where the Issuer or such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Issuer or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto that the transferee (or an Affiliate thereof) agrees to pay; (3) any securities, notes or other obligations received by the Guarantor Issuer or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) are, within 180 days of the Asset Sale, converted by Loral Space the Issuer or such Restricted Subsidiary into cash (cash, to the extent of the cash received in that conversion); (C) any assets described in clause (2) or (4) of paragraph (b) of this Section 4.14; (D) Marketable SecuritiesAdditional Assets; and (E5) any Designated Other Permitted Consideration; provided that Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value (as determined pursuant to clause (2) above) of such Designated Other Permitted ConsiderationFair Market Value, taken together with the fair market value at the time of receipt of all other designated Other Permitted Designated Non-cash Consideration received pursuant to this clause (E5), less the not to exceed an amount of net cash proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5equal to 5.0% of Loral Space's the Issuer’s Adjusted Consolidated Net Tangible Assets (determined at the time of the receipt of such Designated Other Permitted Consideration (Non-cash Consideration), with the fair market value Fair Market Value of each item of Designated Other Permitted Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (bc) Within 360 365 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space the Issuer (or any Restricted Subsidiary) may apply (or, in the case of clause (2), (3) or (4) below, enter into a binding commitment to apply) such Net ProceedsProceeds at its option to any combination of the following: (1) to repay Indebtedness of Loral Space repay, redeem or repurchase any Restricted Subsidiary which is not subordinated to this GuarantySenior Debt; (2) to invest in or acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business or to purchase Equity Interests of a Restricted Subsidiary from another Person;Additional Assets; or (3) to make a capital expenditure expenditures in a Permitted Business respect of the Issuer’s or to make an Investment in a Permitted Venture; or (4) to acquire or to acquire the right to use other long-term assets that are used or useful in a Permitted any Restricted Subsidiaries’ Oil and Gas Business. (cd) The requirement of clause (2) or (3) of Section 4.10(c) shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the Issuer (or any Restricted Subsidiary) with a Person other than a Restricted Subsidiary within the time period specified in Section 4.10(c) and such Net Proceeds are subsequently applied in accordance with such contract within six months following the later of (x) the date such agreement is entered into and (y) the time period specified in the preceding paragraph. (e) Pending the final application of any such Net Proceeds, Loral Space the Issuer (or any Restricted Subsidiary) may temporarily reduce revolving credit borrowings Indebtedness under any Credit Facility or otherwise expend or invest such the Net Proceeds in any manner that is not prohibited by this GuarantyIndenture. (df) Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph (bSection 4.10(c) of this Section 4.14 shall will constitute "“Excess Proceeds." ” When the aggregate amount of Excess Proceeds exceeds $15 50.0 million, Loral Space shall makewithin ten days thereof, or shall cause the Company to make, Issuer will make an Offer to Purchase offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar to those set forth in this Guaranty Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets to purchase purchase, prepay or redeem, on a pro rata basis (based on principal amounts of Notes and pari passu Indebtedness (or, in the case of pari passu Indebtedness issued with significant original issue discount, based on the accreted value thereof) tendered), the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer to Purchase shall will be equal to 101100% of the principal amount amount, plus accrued and unpaid interest to interest, if any, to, but excluding, the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date, and shall will be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to PurchaseAsset Sale Offer, Loral Space the Issuer or any Restricted Subsidiary may use such those Excess Proceeds for any purpose not otherwise prohibited by this GuarantyIndenture. If the aggregate principal amount of Notes and tendered in such other pari passu Indebtedness tendered into such Asset Sale Offer to Purchase exceeds the amount of Excess ProceedsProceeds allocated to the purchase of Notes, the Trustee shall will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis (except that any Notes represented by a Note in global form will be selected by such method as DTC or its nominee or successor may require or a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate and is in accordance with DTC’s applicable procedures), based on the principal amount amounts tendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of Notes $2,000 and such other pari passu Indebtedness tenderedany integral multiple of $1,000 in excess thereof will be purchased). Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. The Issuer may satisfy the foregoing obligation with respect to any Excess Proceeds by making an Asset Sale Offer prior to the expiration of the relevant 365 day period or with respect to Excess Proceeds of $50.0 million or less. (eg) Loral Space shall The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with each repurchase of Notes required by pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 3.10 or this Section 44.10, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.10 or this Section 4.10 by virtue of such compliance.

Asset Sales. (a) Loral Space shall The Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, consummate an Asset Sale unless: (1) Loral Space the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is (A) determined by two Officers of Loral Space if the fair market value is less than $25 million or (B) determined by the Board of Directors and evidenced by a resolution of the Board of Directors if the fair market value is $25 million or greater, and, in each case, such fair market value is set forth in an Officers' Certificate delivered to the Trustee; and (32) at least 75% of the consideration therefor received by Loral Space the Company or such Restricted Subsidiary in the Asset Sale and all other Asset Sales since September 21, 2010 is in the form of cash cash, Cash Equivalents or Cash EquivalentsReplacement Assets or a combination thereof. Only for For purposes of this clause (3)provision, each of the following shall will be deemed to be cash: (A) any liabilities (liabilities, as shown on Loral Space's or such Restricted Subsidiary's the Company’s most recent consolidated balance sheetsheet (or as would be shown on the Company’s consolidated balance sheet as of the date of such Asset Sale), of Loral Space the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the SecuritiesNotes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Loral Space the Company or such Restricted Subsidiary from further liability;; and (B) any securities, notes or other obligations received by the Guarantor Company, or any such Restricted Subsidiary Subsidiary, from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by Loral Space the Company or such Restricted Subsidiary into cash (cash, Cash Equivalents or Replacement Assets within 90 days after such Asset Sale, to the extent of the cash cash, Cash Equivalents or Replacement Assets received in that conversion); (C) . Notwithstanding the foregoing, the 75% limitation referred to above shall be deemed satisfied with respect to any assets described Asset Sale in clause (2) which the cash, Cash Equivalents or (4) Replacement Assets portion of paragraph (b) of this Section 4.14; (D) Marketable Securities; and (E) Designated Other Permitted Consideration; provided that the aggregate fair market value (as consideration received therefrom, determined pursuant to clause (2) above) of such Designated Other Permitted Consideration, taken together in accordance with the fair market value at foregoing provision on an after-tax basis, is equal to or greater than what the time of receipt of all other designated Other Permitted Consideration received pursuant to this clause (E), less the amount of net cash after-tax proceeds previously realized in cash from prior Designated Other Permitted Consideration is less than 5% of Loral Space's Consolidated Tangible Assets at the time of the receipt of would have been had such Designated Other Permitted Consideration (Asset Sale complied with the fair market value of each item of Designated Other Permitted Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) aforementioned 75% limitation. Within 360 365 days after the receipt of any Net Proceeds from an Asset Sale, Loral Space the Company or a Restricted Subsidiary may apply (or, in the case of clause (2), (3) or (4) below, enter into a binding commitment an amount equal to apply) such Net Proceeds: (1) to repay Indebtedness of Loral Space or any Restricted Subsidiary which is not subordinated to this Guaranty;purchase Replacement Assets; or (2) to acquire all prepay, repay, defease, redeem, purchase or substantially all otherwise retire Indebtedness and other Obligations under a Credit Facility or Indebtedness secured by property that is subject to such Asset Sale or any secured Indebtedness and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto. Notwithstanding the foregoing, if within 365 days after the receipt of any Net Proceeds from an Asset Sale, the assets of, Company or a majority of the Voting Stock of, another Permitted Business or to purchase Equity Interests of a Restricted Subsidiary from another Person; enters into a binding written agreement committing the Company or such Restricted Subsidiary, subject to customary conditions, to an application of funds of the kind described in clause (31) above, the Company or such Restricted Subsidiary shall be deemed not to make a capital expenditure be in a Permitted Business or to make an Investment in a Permitted Venture; or (4) to acquire or to acquire violation of the right to use other long-term assets that are used or useful in a Permitted Business. (c) preceding paragraph so long as such application of funds is consummated within 545 days of the receipt of such Net Proceeds. Pending the final application of any such Net ProceedsProceeds of an Asset Sale, Loral Space the Company may temporarily reduce revolving credit borrowings or otherwise invest such use the Net Proceeds in any manner that is not prohibited by this Guaranty. (d) Any the Indenture. An amount equal to any Net Proceeds from Asset Sales that are not applied or invested as provided in the third paragraph (b) of this Section 4.14 shall 4.10 will constitute "“Excess Proceeds." ” When the aggregate amount of Excess Proceeds exceeds $15 20.0 million, Loral Space shall makewithin 20 days thereof, or shall cause the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $20.0 million) to make, make an Offer to Purchase offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Guaranty of the Notes containing provisions similar requiring the Company to those set forth in this Guaranty with respect to offers make an offer to purchase or redeem with the proceeds of sales of assets in accordance with Section 3.07 of the Base Indenture to purchase the maximum principal amount of Notes and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased out of the or redeemed with Excess Proceeds. The offer price in any Offer to Purchase shall be equal to 101% of principal amount , plus accrued and unpaid interest to to, but not including, the date of consummation of the purchase, and shall will be payable in cash. If any Excess Proceeds 25 remain after consummation of an Offer to PurchaseAsset Sale Offer, Loral Space the Company and its Restricted Subsidiaries may use such those Excess Proceeds for any purpose not otherwise prohibited by this Guarantythe Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into in response to such Asset Sale Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company will select such other pari passu Indebtedness to be purchased or redeemed on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tenderedunless otherwise required by law or applicable stock exchange or depositary requirements. Upon completion of each Offer to Purchase required by this Section 4.14Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. (e) Loral Space shall . The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with each repurchase of Notes required by pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.07 of the Base Indenture or this Section 44.10, or compliance with Section 3.07 of the Base Indenture or this Section 4.10 would constitute a violation of any such laws or regulations, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.07 of the Base Indenture or this Section 4.10 by virtue of such compliance.