EX-10.1






AMENDMENT NO. 2 TO PURCHASE AGREEMENT




This Amendment No. 2 to Purchase Agreement (this “Amendment”), dated as of March 28, 2013, is
entered into by and among SPACE SYSTEMS/LORAL, LLC (formerly called SPACE SYSTEMS/LORAL, INC.), a
Delaware limited liability company (the “Company”), LORAL SPACE & COMMUNICATIONS INC., a Delaware
corporation (the “Seller”), MACDONALD, DETTWILER AND ASSOCIATES LTD., a Canadian corporation
(“MDA”), and MDA COMMUNICATIONS HOLDINGS, INC., a Delaware corporation and a wholly-owned
subsidiary of MDA (“Purchaser” and, together with MDA and the Company, the “Purchaser Parties”).
Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective
meanings ascribed to them in the Purchase Agreement (as defined below).



RECITAL:




WHEREAS, the Company, the Seller, MDA and Purchaser entered into that certain Purchase
Agreement, dated as of June 26, 2012 which Purchase Agreement was amended by Amendment No. 1 to the
Purchase Agreement dated as of October 30, 2012 (as amended and in effect as of the date hereof,
the “Purchase Agreement”); and



WHEREAS, the parties to the Purchase Agreement desire to amend the Purchase Agreement to
change the Company’s Maximum Liability and, in connection therewith, to extend the due date of the
payment due to Loral pursuant to the Land Note on March 31, 2013 to March 31, 2014, all as provided
herein and in a separate amendment to the Land Note;



NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, and agreements
hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree
as follows:




	1.	 	Covered Litigation.






	 	(a)	 	The Company’s Maximum Liability set forth in Schedule 10.8 and the
Company’s percentage of Covered Litigation Costs and Covered Litigation Damages, shall
be amended as set forth in Schedule 10.8A(a) to this Amendment.






	 	(b)	 	The parties to this Amendment shall make the payments set forth in
Schedule 10.8A(b) to this Amendment.






	2.	 	Land Note.





On the date hereof, MDA shall deliver to Seller the amended and restated Land Note, in the
form of Exhibit A hereto, duly executed by MDA, which MDA acknowledges is backed by the
existing letter of guarantee issued and delivered by the Royal Bank of Canada to Seller, a copy of
which is attached as Exhibit B hereto (the “Existing Letter of Guarantee”). As soon as
reasonably practicable following the date hereof, MDA shall deliver to Seller an amendment to the
Existing Letter of Guarantee issued by the Royal Bank of Canada expressly acknowledging the
amendment and restatement of the Land Note.




	3.	 	Full Force and Effect.





Except as expressly modified by this Amendment, all of the terms, covenants, agreements,
conditions and other provisions of the Purchase Agreement shall remain in full force and effect in
accordance with their respective terms. This Amendment shall not constitute an amendment or waiver
of any provision of the Purchase Agreement except as expressly set forth herein. Upon the
execution and delivery hereof, the Purchase Agreement shall thereupon be deemed to be amended and
supplemented as hereinabove set forth as fully and with the same effect as if the amendments and
supplements made hereby were originally set forth in the Purchase Agreement, and this Amendment and
the Purchase Agreement shall henceforth be read, taken and construed as one and the same
instrument, but such amendments and supplements shall not operate so as to render invalid or
improper any action heretofore taken under the Purchase Agreement. As used in the Purchase
Agreement, the terms “this Agreement,” “herein,” “hereinafter,” “hereto,” and words of similar
import shall mean and refer to, from and after the date of this Amendment, unless the context
requires otherwise, the Purchase Agreement as amended by this Amendment. For the avoidance of
doubt, references to the phrases “the date of this Agreement” or “the date hereof”, wherever used
in the Purchase Agreement, as amended by this Amendment, shall mean June 26, 2012. In the event of
any inconsistency between this Amendment and the Purchase Agreement with respect to the matter set
forth herein, this Amendment shall take precedence.




	4.	 	Governing Law.





This Amendment, and all matters arising out of or relating to this Amendment and the
transactions contemplated hereby, including (a) its negotiation, execution, and validity, and (b)
any claim or cause of action, whether in contract, tort or otherwise, shall be governed by,
construed and interpreted in accordance with the laws of the State of New York, without regard to
the conflicts of law rules and principles thereof.




	5.	 	Counterpart.





This Amendment may be executed by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be an original, but all such counterparts shall together
constitute one and the same instrument. Each counterpart may consist of a number of copies hereof
each signed by less than all, but together signed by all, of the parties hereto.



[remainder of page intentionally left blank]




IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first
above written.




LORAL SPACE & COMMUNICATIONS INC.




By: /s/ Avi Katz

Name: Avi Katz

Title: President, General Counsel and Secretary





SPACE SYSTEMS/LORAL, LLC




By:  /s/ Daniel E. Friedmann

Name: Daniel E. Friedmann

Title: President and C.E.O.





MDA COMMUNICATIONS HOLDINGS, INC.




By:  /s/ Daniel E. Friedmann

Name: Daniel E. Friedmann

Title: President and C.E.O.





MACDONALD, DETTWILER AND ASSOCIATES LTD.




By:  /s/ Daniel E. Friedmann

Name: Daniel E. Friedmann

Title: President and C.E.O.