Telesat Canada Sample Contracts

TELESAT PARTNERSHIP LP AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT BETWEEN TELESAT CORPORATION - and - Henry Intven - and - RED ISLE PRIVATE INVESTMENTS INC. - and - PUBLIC SECTOR PENSION INVESTMENT BOARD - and – John Cashman - and - Colin...
Limited Partnership Agreement • November 27th, 2020 • Telesat Canada • Communications services, nec • Ontario
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TELESAT CORPORATION INVESTOR RIGHTS AGREEMENT Dated as of November 23, 2020
Investor Rights Agreement • November 25th, 2020 • Telesat Canada • Communications services, nec • British Columbia

This INVESTOR RIGHTS AGREEMENT is made as of November 23, 2020 (to become effective only upon the Closing (as defined below) in accordance with ‎‎Section 6.1), by and between Telesat Corporation, a British Columbia company (together with its successors and assigns, the “Company”), and MHR Fund Management LLC, a Delaware limited liability company (“Investor”). Reference is made to that certain Transaction Agreement and Plan of Merger, dated as of the date hereof, by and among the Company, Public Sector Pension Investment Board, a Canadian Crown corporation incorporated under the laws of Canada (“Polaris”), Red Isle Private Investments Inc., a corporation incorporated under the laws of Canada and a wholly-owned subsidiary of Investor (“Rover”), Telesat Partnership LP, an Ontario limited partnership (“Canadian LP”), and certain other parties thereto (as it may be amended, supplemented, restated or modified in accordance with its terms and the terms of the separate agreement dated the date

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AMENDMENT No. 4, dated as of February 1, 2017 (this “Amendment”), to the Credit Agreement, dated as of March 28, 2012 (as amended by that certain Amendment No. 1 thereto, dated as of April 2, 2013, as further amended by that certain Amendment No. 2...
Credit Agreement • February 2nd, 2017 • Telesat Holdings Inc. • Communications services, nec • New York

CREDIT AGREEMENT dated as of March 28, 2012 (as amended by Amendment No. 1 on April 2, 2013 and2013, Amendment No. 2 on November 17, 20162016, Amendment No. 3 on December 19, 2016 and Amendment No. 4 on February 1, 2017) (this “Agreement”), among TELESAT HOLDINGS INC., a Canada corporation (“Holdings”; as hereinafter further defined), TELESAT CANADA, a Canada corporation (the “Canadian Borrower”; as hereinafter further defined), TELESAT LLC, a Delaware limited liability company and a wholly owned subsidiary of the Canadian Borrower (the “U.S. Borrower”; as hereinafter further defined), certain subsidiaries of Holdings as Guarantors, the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent (in such capacity, the “Administrative Agent”; as hereinafter further defined), as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”; as hereinafter further defined) and as an L/C Issuer.

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TELESAT CANADA, as Issuer TELESAT LLC, as Co-Issuer Guarantors Party hereto, THE BANK OF NEW YORK MELLON, as Trustee and the NOTES COLLATERAL AGENTS PARTY HERETO Indenture Dated as of April 27, 2021 5.625% Senior Secured Notes due 2026
Indenture • April 27th, 2021 • Telesat Canada • Communications services, nec • New York

INDENTURE dated as of April 27, 2021 (this “Indenture”), among Telesat Canada, a Canadian corporation (the “Issuer” or “Company”), 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 160 Elgin Street, Suite 2100, Ottawa, Ontario, Canada K2P 2P7, and certain of the Issuer’s direct and indirect Subsidiaries (as defined below), each named in the signature pages hereto (each, a “Guarantor” and, collectively, the “Guarantors”), THE BANK OF NEW YORK MELLON (“BNY Mellon”), a New York banking corporation, as Trustee (in such capacity, the “Trustee”) and as a notes collateral agent, TMF Brasil Administração e Gestão de Ativos Ltda., as an on-shore notes collateral agent, and TMF Trustee Limited, as an on-shore notes collateral agent.

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VOTING AGREEMENT THIS AGREEMENT made as of the [●] day of [●], 20[●],
Voting Agreement • November 27th, 2020 • Telesat Canada • Communications services, nec • Ontario

TSX Trust Company, a trust company incorporated under the laws of Canada, in its capacity as trustee of [New Transit] Trust, a trust formed under the laws of the Province of Ontario,

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TRUST AGREEMENT creating [NEW TRANSIT] TRUST Made as of [●], 20[●]
Trust Agreement • November 27th, 2020 • Telesat Canada • Communications services, nec • Ontario

WHEREAS the Settlor wishes to establish an irrevocable trust to be known as the [New Transit] Trust (the “Trust”) for the benefit of the Beneficiaries to, inter alia acquire and hold the Special Voting Shares and the Golden Share (each as hereinafter defined), and has transferred the sum of FIVE THOUSAND ONE HUNDRED [CANADIAN] DOLLARS ([CA]$5,100) to the Trustee to be held by the Trustee and with and subject to the powers and provisions provided in this Agreement;

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TELESAT CANADA, as Issuer TELESAT LLC, as Co-Issuer Guarantors Party hereto and THE BANK OF NEW YORK MELLON, as Trustee Indenture Dated as of November 17, 2016
Indenture • November 17th, 2016 • Telesat Holdings Inc. • Communications services, nec • New York
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Telesat Corporation REGISTRATION RIGHTS AGREEMENT Dated as of November 23, 2020 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 27th, 2020 • Telesat Canada • Communications services, nec

This REGISTRATION RIGHTS AGREEMENT is made as of November 23, 2020 (to become effective only upon the Closing in accordance with ‎Section 6.1), by and between Telesat Corporation, a British Columbia company (together with its successors and assigns, the “Company”), Public Sector Pension Investment Board, a Canadian Crown corporation incorporated under the laws of Canada (“Polaris”), Red Isle Private Investments Inc., a corporation incorporated under the Laws of Canada (“Rover”), MHR Fund Management LLC, a Delaware limited liability company (“Meteor”), the other Meteor Holders signatory hereto and the other Meteor Investors signatory hereto. Reference is made to that certain Transaction Agreement and Plan of Merger, dated as of the date hereof, by and among the Company, Polaris, Rover, Telesat Partnership LP, a limited partnership formed under the laws of Ontario, Canada (“Canadian LP”), and certain other parties thereto (as it may be amended, supplemented, restated or modified in accor

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TELESAT CANADA, as Issuer TELESAT LLC, as Co-Issuer Guarantors Party hereto and THE BANK OF NEW YORK MELLON, as Trustee Indenture Dated as of October 11, 2019 6.500% Senior Notes due 2027
Indenture • October 11th, 2019 • Telesat Canada • Communications services, nec • New York

INDENTURE dated as of October 11, 2019 (this “Indenture”), among Telesat Canada, a Canadian corporation (the “Issuer” or “Company”), 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 160 Elgin Street, Suite 2100, Ottawa, Ontario, Canada K2P 2P7, and certain of the Issuer’s direct and indirect Subsidiaries (as defined below), each named in the signature pages hereto (each, a “Guarantor” and, collectively, the “Guarantors”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee (the “Trustee”).

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FULL AND FINAL RELEASE AND AMENDMENT OF TOLLING AGREEMENT Dated as of November 23, 2020
Tolling Agreement • November 25th, 2020 • Telesat Canada • Communications services, nec • Ontario

Reference is hereby made to (i) that certain Transaction Agreement and Plan of Merger by and among Public Sector Pension Investment Board (“PSP”), Red Isle Private Investments Inc. (“Red Isle”), Loral Space & Communications Inc. (“Loral”), Loral Holdings Corporation (“Holdco”), Telesat Canada (“Telesat”), Telesat Corporation, Telesat Partnership LP, Telesat CanHold Corporation and Lion Combination Sub Corporation, dated as of the date hereof (the “Integration Agreement”) and (ii) that certain Tolling Agreement by and among PSP, Red Isle, Loral, Holdco and Telesat dated May 5, 2016 (as amended, the “Tolling Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Integration Agreement.

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VOTING SUPPORT AGREEMENT
Voting Support Agreement • November 25th, 2020 • Telesat Canada • Communications services, nec • Delaware

This Voting Support Agreement (this “Agreement”) is made and entered into as of November 23, 2020, by and among Telesat Canada, a corporation incorporated under the laws of Canada (“Transit”), Public Sector Pension Investment Board, a Canadian Crown corporation incorporated under the laws of Canada (“Polaris”), and the persons whose names appear on the signature pages hereto (each a “Stockholder” and, together, the “Stockholders”).

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TRANSACTION AGREEMENT AND PLAN OF MERGER by and among TELESAT CANADA, TELESAT CORPORATION, TELESAT PARTNERSHIP LP, TELESAT CANHOLD CORPORATION, LION COMBINATION SUB CORPORATION, LORAL SPACE & COMMUNICATIONS INC., PUBLIC SECTOR PENSION INVESTMENT BOARD...
Transaction Agreement and Plan of Merger • November 25th, 2020 • Telesat Canada • Communications services, nec • Delaware
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ACCESSION AGREEMENT TO THE UNANIMOUS SHAREHOLDERS’ AGREEMENT
Shareholders’ Agreement • February 21st, 2013 • Telesat Holdings Inc.

The undersigned confirms that the undersigned has acquired the following Non-Voting Participating Preferred Shares of the Corporation upon exercise of Options pursuant to the Option Plan of the Corporation adopted ·, 2007:

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GUARANTEE NOVATION AGREEMENT
Guarantee Novation Agreement • February 21st, 2013 • Telesat Holdings Inc. • Ontario

This GUARANTEE NOVATION AGREEMENT, dated as of August 3, 2012 (this "Agreement"), is by and among Loral Space & Communications Inc. ("Loral”), a Delaware corporation, MacDonald, Dettwiler and Associates Ltd., a Canadian corporation ("New Guarantor'"), and Telesat Canada, a Canadian corporation (the "'Customer").

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AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • February 2nd, 2017 • Telesat Holdings Inc. • Communications services, nec • New York

AMENDMENT No. 3, dated as of December 19, 2016 (this “Amendment”), to the Credit Agreement, dated as of March 28, 2012 (as amended by that certain Amendment No. 1 thereto, dated as of April 2, 2013, and that certain Amendment No. 2 thereto, dated as of November 17, 2016, and as further amended, restated, modified and supplemented from time to time prior to the date hereof, the “Credit Agreement”), by and among TELESAT HOLDINGS INC. (“Holdings”), TELESAT CANADA (the “Canadian Borrower”), TELESAT LLC (the “U.S. Borrower” and, together with the Canadian Borrower, the “Borrowers” and, each, a “Borrower”), the Guarantors party thereto, the several banks and other financial institutions or entities from time to time party to the Credit Agreement (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”), Collateral Agent, Swingline Lender and L/C Issuer.

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SIDE indemnity agreement
Side Indemnity Agreement • March 4th, 2021 • Telesat Canada • Communications services, nec • Ontario

This Side Indemnity Agreement (this “Agreement”) dated as of October 21, 2020 between Telesat Canada (“Telesat”) and Hank Intven, of the District of Saanich in the Province of British Columbia (the “Indemnitee”, and together with Telesat, the “Parties”, and each, a “Party”). Capitalized terms used but not defined herein have the meanings given to such terms in the Indemnity Agreement (as defined below).

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SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • February 25th, 2016 • Telesat Holdings Inc. • Communications services, nec • New York

SECOND SUPPLEMENTAL INDENTURE(this “Supplemental Indenture”), dated as of November 13, 2015, among Telesat (IOM) Holdings Limited (“Telesat IOM Holdings”) and Telesat International Limited (“Telesat UK”, and together with Telesat IOM Holdings, the “Guaranteeing Subsidiaries”), each a subsidiary of Telesat Canada (the “Issuer”), 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 (the “Existing Guarantors”)) and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).

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SIDE indemnity agreement
Side Indemnity Agreement • March 4th, 2021 • Telesat Canada • Communications services, nec • Ontario

This Side Indemnity Agreement (this “Agreement”) dated as of November ___, 2020 between Telesat Canada (“Telesat”) and ● , of the City of ● in the Province of ● (the “Indemnitee”, and together with Telesat, the “Parties”, and each, a “Party”). Capitalized terms used but not defined herein have the meanings given to such terms in the Indemnity Agreement (as defined below).

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • February 24th, 2014 • Telesat Holdings Inc. • Communications services, nec • New York

FIRST SUPPLEMENTAL INDENTURE(this “Supplemental Indenture”), dated as of September 13, 2013, among Telesat Luxembourg S.à r.l. (the “Guaranteeing Subsidiary”), a subsidiary of Telesat Canada (the “Issuer”), 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 (the “Existing Guarantors”)) and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).

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Contract
Telesat Canada • April 26th, 2018 • Communications services, nec • New York

AMENDMENT No. 5, dated as of April 26, 2018 (this “Amendment”), to the Credit Agreement, dated as of March 28, 2012 (as amended by that certain Amendment No. 1 thereto, dated as of April 2, 2013, as further amended by that certain Amendment No. 2 thereto, dated as of November 17, 2016, as further amended by that certain Amendment No. 3 thereto, dated as of December 19, 2016, as further amended by that certain Amendment No. 4 thereto, dated as of February 1, 2017, and as further amended, restated, modified and supplemented from time to time prior to the date hereof, the “Credit Agreement”, and the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”), by and among TELESAT CANADA (the “Canadian Borrower”), TELESAT LLC (the “U.S. Borrower”, and, together with the Canadian Borrower, the “Borrowers” and, each, a “Borrower”), the Guarantors party thereto, the several banks and other financial institutions or entities from time to time party to the Credit Agreement (e

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • March 2nd, 2017 • Telesat Canada • Communications services, nec • New York

First Supplemental Indenture (this “Supplemental Indenture”), dated as of December 29, 2016, among Telesat Canada, a Canadian corporation (the “Issuer”), and 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”), and The Bank of New York Mellon, as Trustee (the “Trustee”).

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