TELESAT CANADA, as Issuer TELESAT LLC, as Co-Issuer Guarantors Party hereto and THE BANK OF NEW YORK as Trustee Indenture Dated as of June 30, 2008 12.5% Senior Subordinated Notes Due 2017Supplemental Indenture • June 5th, 2009 • Infosat Communications LP • New York
INDENTURE dated as of June 30, 2008 (this “Indenture”), among Telesat Holdings Inc., a Canadian corporation (“Holdings” or “Telesat Holding”), Telesat Canada, a Canadian corporation (the “Issuer” or “Company”), Telesat Interco Inc. (“Intermediate Holdco”), Telesat LLC, a Delaware limited liability company and a Wholly-Owned Subsidiary of the Issuer (the “Co-Issuer,” and together with the Issuer the “Co-Issuers”), having its principal office at 1601 Telesat Court, Gloucester, Ontario, Canada, K1B5P4, and certain of Holdings’ direct and indirect Subsidiaries (as defined below), each named in the signature pages hereto (each, a “Guarantor” and, together with Holdings and Intermediate Holdco, collectively, the “Guarantors”), and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the “Trustee”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • June 5th, 2009 • Infosat Communications LP • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 5, 2009, among Infosat Communications LP, an Ontario limited partnership (“Infosat LP”), Infosat Communications GP Inc., a Canadian corporation (“Infosat GP” and together, with Infosat LP, the “Guaranteeing Subsidiaries”), Telesat Canada, a Canadian corporation (the “Issuer”), Telesat LLC, a Delaware limited liability company (the “Co-Issuer” and together, with the Issuer, the “Co-Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon (formerly The Bank of New York), as trustee under the Indenture referred to below (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT Dated June 30, 2008 among TELESAT CANADA and TELESAT LLC and THE GUARANTORS NAMED HEREIN and MORGAN STANLEY & CO. INCORPORATED UBS SECURITIES LLC AS REPRESENTATIVES OF THE OTHER INITIAL PURCHASERS NAMED HEREINRegistration Rights Agreement • June 5th, 2009 • Infosat Communications LP • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of June 30, 2008, among TELESAT CANADA, a Canadian corporation (the “Company”), TELESAT LLC, a Delaware limited liability company (the “Co-Issuer” and, together with the Company, the “Issuers”), the guarantors signatory hereto (each, a “Guarantor” and collectively, the “Guarantors”) and MORGAN STANLEY & CO. INCORPORATED, UBS SECURITIES LLC, J.P. MORGAN SECURITIES INC., SCOTIA CAPITAL (USA) INC. and JEFFERIES & COMPANY, INC. (the “Initial Purchasers”).
INDEMNITY AGREEMENTIndemnity Agreement • June 5th, 2009 • Infosat Communications LP • Ontario
Telesat Canada, Telesat Holdings Inc. and Telesat Interco Inc., corporations incorporated or amalgamated under the laws of Canada (individually, a “Company” and collectively, the “Companies”),
TELESAT LLC (f/k/a Acquireco LLC) LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • June 5th, 2009 • Infosat Communications LP • Delaware
WHEREAS, the Member has previously executed that certain Limited Liability Company Agreement, dated as of September 7, 2007 (the “Original Agreement”);
REGISTRATION RIGHTS AGREEMENT Dated June 30, 2008 among TELESAT CANADA and TELESAT LLC and THE GUARANTORS NAMED HEREIN and MORGAN STANLEY & CO. INCORPORATED UBS SECURITIES LLC AS REPRESENTATIVES OF THE OTHER INITIAL PURCHASERS NAMED HEREINRegistration Rights Agreement • June 5th, 2009 • Infosat Communications LP • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of June 30, 2008, among TELESAT CANADA, a Canadian corporation (the “Company”), TELESAT LLC, a Delaware limited liability company (the “Co-Issuer” and, together with the Company, the “Issuers”), the guarantors signatory hereto (each, a “Guarantor” and collectively, the “Guarantors”) and MORGAN STANLEY & CO. INCORPORATED, UBS SECURITIES LLC, J.P. MORGAN SECURITIES INC., SCOTIA CAPITAL (USA) INC. and JEFFERIES & COMPANY, INC. (the “Initial Purchasers”).
ContractAmendment Agreement • June 5th, 2009 • Infosat Communications LP • New York
AMENDMENT AGREEMENT NO. 1 dated as of January 28, 2009 (this “Amendment”), with respect to the Credit Agreement dated as of October 31, 2007 (the “Credit Agreement”), among TELESAT HOLDINGS INC., a Canada corporation, TELESAT INTERCO INC., a Canada corporation, 4363230 CANADA INC., a Canada corporation, TELESAT LLC, a Delaware limited liability company (the “U.S. Borrower”), the Guarantors, the Lenders, MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), MORGAN STANLEY & CO. INCORPORATED, as collateral agent (in such capacity, the “Collateral Agent”), UBS SECURITIES LLC, as syndication agent, MORGAN STANLEY SENIOR FUNDING, NOVA SCOTIA, as swingline lender, THE BANK OF NOVA SCOTIA, as issuing bank, and MORGAN STANLEY & CO. INCORPORATED, UBS SECURITIES LLC and J.P. MORGAN SECURITIES INC., as joint lead arrangers and joint book running managers, and JPMORGAN CHASE BANK, N.A., THE BANK OF NOVA SCOTIA and CITIBANK, N.A., CANADIAN BRAN
