Exhibit 4.1


 


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


 





 



 


8.875% Senior Notes due 2024


 




    	 	 	 



     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE One
	 
	DEFINITIONS AND OTHER PROVISIONS
	OF GENERAL APPLICATION
	 	 	 
	SECTION 101.	Rules of Construction and Incorporation by Reference of Trust Indenture Act	1
	SECTION 102.	Definitions	2
	SECTION 103.	Compliance Certificates and Opinions	39
	SECTION 104.	Form of Documents Delivered to Trustee	40
	SECTION 105.	Acts of Holders	40
	SECTION 106.	Notices, Etc., to Trustee, Company, Any Guarantor and Agent	41
	SECTION 107.	Notice to Holders; Waiver	42
	SECTION 108.	Effect of Headings and Table of Contents	42
	SECTION 109.	Successors and Assigns	42
	SECTION 110.	Separability Clause	42
	SECTION 111.	Benefits of Indenture	42
	SECTION 112.	Governing Law	42
	SECTION 113.	Legal Holidays	43
	SECTION 114.	No Personal Liability of Directors, Officers, Employees and Stockholders	43
	SECTION 115.	Counterparts	43
	SECTION 116.	Regulatory Matters	43
	SECTION 117.	Agent for Service; Submission to Jurisdictions; Waiver of Immunities; Waiver of Jury Trial	44
	SECTION 118.	Conversion of Currency	44
	 	 	 
	ARTICLE Two
	 
	NOTE FORMS
	 	 	 
	SECTION 201.	Form and Dating	45
	SECTION 202.	Execution, Authentication, Delivery and Dating	46
	 	 	 
	ARTICLE Three
	 
	THE NOTES
	 	 	 
	SECTION 301.	Title and Terms	47
	SECTION 302.	Denominations	47
	SECTION 303.	Temporary Notes	47
	SECTION 304.	Registration, Registration of Transfer and Exchange	48
	SECTION 305.	Mutilated, Destroyed, Lost and Stolen Notes	49
	SECTION 306.	Payment of Interest; Interest Rights Preserved	49
	SECTION 307.	Persons Deemed Owners	50
	SECTION 308.	Cancellation	50
	SECTION 309.	Computation of Interest	50
	SECTION 310.	Transfer and Exchange	50


 




    	 	-i-	 



     


    

 


	 	 	Page
	 	 	 
	SECTION 311.	CUSIP Numbers	50
	SECTION 312.	Issuance of Additional Notes	50
	 	 	 
	ARTICLE Four
	 
	SATISFACTION AND DISCHARGE
	 	 	 
	SECTION 401.	Satisfaction and Discharge of Indenture	51
	SECTION 402.	Application of Trust Money	52
	 	 	 
	ARTICLE Five
	 
	REMEDIES
	 	 	 
	SECTION 501.	Events of Default	53
	SECTION 502.	Acceleration of Maturity; Rescission and Annulment	54
	SECTION 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	55
	SECTION 504.	Trustee May File Proofs of Claim	56
	SECTION 505.	Trustee May Enforce Claims Without Possession of Notes	56
	SECTION 506.	Application of Money Collected	57
	SECTION 507.	Limitation on Suits	57
	SECTION 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest	58
	SECTION 509.	Restoration of Rights and Remedies	58
	SECTION 510.	Rights and Remedies Cumulative	58
	SECTION 511.	Delay or Omission Not Waiver	58
	SECTION 512.	Control by Holders	58
	SECTION 513.	Waiver of Past Defaults	59
	SECTION 514.	Waiver of Stay or Extension Laws	59
	 	 	 
	ARTICLE Six
	 
	THE TRUSTEE
	 	 	 
	SECTION 601.	Duties of the Trustee	59
	SECTION 602.	Notice of Defaults	60
	SECTION 603.	Certain Rights of Trustee	60
	SECTION 604.	Trustee Not Responsible for Recitals or Issuance of Notes	62
	SECTION 605.	May Hold Notes	62
	SECTION 606.	Money Held in Trust	63
	SECTION 607.	Compensation and Reimbursement	63
	SECTION 608.	Corporate Trustee Required; Eligibility	64
	SECTION 609.	Resignation and Removal; Appointment of Successor	64
	SECTION 610.	Acceptance of Appointment by Successor	65
	SECTION 611.	Merger, Conversion, Consolidation or Succession to Business	65
	SECTION 612.	Appointment of Authenticating Agent	65
	SECTION 613.	Force Majeure	67


 




    	 	-ii-	 



     


    

 


	 	 	Page
	 	 	 
	ARTICLE Seven
	 
	HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	 
	SECTION 701.	Company to Furnish Trustee Names and Addresses	67
	SECTION 702.	Holder List	67
	SECTION 703.	Reports by Trustee	67
	 	 	 
	ARTICLE Eight
	 
	MERGER, CONSOLIDATION OR SALE OF ALL OR
	SUBSTANTIALLY ALL ASSETS
	 	 	 
	SECTION 801.	Company May Consolidate, Etc., Only on Certain Terms	67
	SECTION 802.	Guarantors and Co-Issuers May Consolidate, Etc., Only on Certain Terms	68
	SECTION 803.	Successor Substituted	71
	 	 	 
	ARTICLE Nine
	 
	SUPPLEMENTAL INDENTURES
	 	 	 
	SECTION 901.	Amendments or Supplements Without Consent of Holders	71
	SECTION 902.	Amendments, Supplements or Waivers with Consent of Holders	72
	SECTION 903.	Execution of Amendments, Supplements or Waivers	73
	SECTION 904.	Revocation and Effect of Consents	73
	SECTION 905.	[Reserved]	73
	SECTION 906.	Notation on or Exchange of Notes	73
	SECTION 907.	Notice of Supplemental Indentures	74
	 	 	 
	ARTICLE Ten
	 
	COVENANTS
	 	 	 
	SECTION 1001.	Payment of Principal, Premium, if any, and Interest	74
	SECTION 1002.	Maintenance of Office or Agency	74
	SECTION 1003.	Money for Notes Payments to Be Held in Trust	74
	SECTION 1004.	Existence	75
	SECTION 1005.	Payment of Taxes and Other Claims	76
	SECTION 1006.	[Reserved]	76
	SECTION 1007.	Maintenance of Insurance	76
	SECTION 1008.	Statement by Officers as to Default	78
	SECTION 1009.	Reports and Other Information	78
	SECTION 1010.	Limitation on Restricted Payments	80
	SECTION 1011.	Limitation on Incurrence of Indebtedness	85
	SECTION 1012.	Limitation on Liens	91
	SECTION 1013.	Limitations on Transactions with Affiliates	91
	SECTION 1014.	Limitations on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	93
	SECTION 1015.	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	95
	SECTION 1016.	[Reserved]	95
	SECTION 1017.	Change of Control Triggering Event	95


 




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	 	 	Page
	 	 	 
	SECTION 1018.	Asset Sales	98
	SECTION 1019.	Suspension of Covenants	101
	SECTION 1020.	[Reserved].	102
	SECTION 1021.	Limitation on Activities of the Co-Issuer	102
	SECTION 1022.	Additional Amounts	102
	 	 	 
	ARTICLE Eleven
	 
	REDEMPTION OF NOTES
	 	 	 
	SECTION 1101.	Right of Redemption	104
	SECTION 1102.	Applicability of Article	105
	SECTION 1103.	Election To Redeem; Notice to Trustee	105
	SECTION 1104.	Selection by Trustee of Notes to Be Redeemed	105
	SECTION 1105.	Notice of Redemption	106
	SECTION 1106.	Deposit of Redemption Price	107
	SECTION 1107.	Notes Payable on Redemption Date	107
	SECTION 1108.	Notes Redeemed in Part	107
	SECTION 1109.	Redemption for Changes in Withholding Taxes	108
	SECTION 1110.	Offers to Repurchase by Application of Proceeds	108
	SECTION 1111.	Mandatory Redemption; Open Market Purchases	110
	 	 	 
	ARTICLE Twelve
	 
	GUARANTEES
	 	 	 
	SECTION 1201.	Guarantees	110
	SECTION 1202.	Severability	111
	SECTION 1203.	Restricted Subsidiaries	111
	SECTION 1204.	Limitation of Guarantors’ Liability	112
	SECTION 1205.	Contribution	112
	SECTION 1206.	Subrogation	112
	SECTION 1207.	Reinstatement	112
	SECTION 1208.	Release of a Guarantor	113
	SECTION 1209.	Benefits Acknowledged	113
	SECTION 1210.	Matters of Brazilian Law	113
	 	 	 
	ARTICLE Thirteen
	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 
	SECTION 1301.	Issuer’s Option To Effect Legal Defeasance or Covenant Defeasance	113
	SECTION 1302.	Legal Defeasance and Discharge	114
	SECTION 1303.	Covenant Defeasance	114
	SECTION 1304.	Conditions to Legal Defeasance or Covenant Defeasance	114
	SECTION 1305.	Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions	116
	SECTION 1306.	Reinstatement	116


  






    	 	-iv-	 



     


    

 


APPENDIX & EXHIBITS


 


Rule 144A / Regulation S / IAI Appendix


EXHIBIT 1 to Rule 144A / Regulation S / IAI Appendix –
Form of Note


EXHIBIT 2 to Rule 144A / Regulation S / IAI Appendix –
Form of Transferee Letter of Representation


EXHIBIT A – Form of Supplemental Indenture


EXHIBIT B   -  Form of Incumbency Certificate


 




    	 	-v-	 



     


    

 


INDENTURE dated as of November 17, 2016 (this
“Indenture”), among Telesat Holdings Inc., a Canadian corporation (“Holdings”), 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 1601 Telesat Court, Ottawa, 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, collectively, the “Guarantors”), and THE BANK OF NEW YORK MELLON, a New York banking corporation,
as Trustee (the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Co-Issuers have duly authorized the execution
and delivery of this Indenture to provide for the issuance of (i) their 8.875% Senior Notes due 2024 to be issued on the date hereof
(the “Initial Notes”) and (ii) any additional notes (“Additional Notes” and, together
with the Initial Notes, the “Notes”) that may be issued after the Issue Date.


 


Each Guarantor has duly authorized its Guarantee
of the Initial Notes and to provide therefor each Guarantor has duly authorized the execution and delivery of this Indenture.


 


All things necessary have been done to make
the Notes, when executed by the Co-Issuers and authenticated and delivered hereunder and duly issued by the Co-Issuers, the valid
and legally binding obligations of the Co-Issuers and to make this Indenture a valid and legally binding agreement of the Co-Issuers,
in accordance with their and its terms.


 


All things necessary have been done to make
the Guarantees, upon execution and delivery of this Indenture, the valid obligations of each Guarantor and to make this Indenture
a valid and legally binding agreement of each Guarantor, in accordance with their and its terms.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of the premises and
the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and ratable benefit of all
Holders, as follows:


 


ARTICLE
One



DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


SECTION 101.        Rules
of Construction and Incorporation by Reference of Trust Indenture Act.


 


(a)          For
all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:


 


(1)         the
terms defined in this Article have the meanings assigned to them in this Article, and words in the singular include the plural
and words in the plural include the singular;


 


(2)         all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP (as herein defined);


 




    	 	 	 



     


    

 


(3)         the
words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture
as a whole and not to any particular Article, Section or other subdivision;


 


(4)         all
references to Articles, Sections, Exhibits and Appendices shall be construed to refer to Articles and Sections of, and Exhibits
and Appendices to, this Indenture;


 


(5)         “or”
is not exclusive;


 


(6)         “including”
means including without limitation;


 


(7)         all
references to the date the Notes were originally issued shall refer to the Issue Date; and


 


(8)         all
references, in any context, to any interest or other amount payable on or with respect to the Notes shall be deemed to include
any Additional Amounts (as herein defined).


 


(b)          Whether
or not this Indenture is qualified under the TIA, this Indenture is subject to the provisions of the TIA (as herein defined) that
are explicitly incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings:


 


(1)         “Commission”
means the SEC;


 


(2)         “indenture
securities” means the Notes and the Guarantees;


 


(3)         “indenture
security holder” means a Holder;


 


(4)         “indenture
to be qualified” means this Indenture;


 


(5)         “indenture
trustee” or “institutional trustee” means the Trustee; and


 


(6)         “obligor”
on the indenture securities means each of the Co-Issuers, each Guarantor and any other obligor on the indenture securities.


 


All other TIA terms used in this Indenture
that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them
by such definitions.


 


SECTION 102.        Definitions.


 


“Acceptable Commitment”
has the meaning specified in Section 1018 of this Indenture.


 


“Acquired EBITDA” means,
with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary (any of the foregoing, a “Pro Forma
Entity”) for any period, the amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined using
such definitions as if references to Holdings and its Subsidiaries therein were to such Pro Forma Entity and its Subsidiaries),
all as determined on a consolidated basis for such Pro Forma Entity in accordance with GAAP.


 


“Acquired Entity or Business”
has the meaning provided in the definition of the term “Consolidated EBITDA.”


 




    	 	-2-	 



     


    

 


“Acquired Indebtedness”
means, with respect to any specified Person,


 


(1)         Indebtedness
of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified
Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming
a Restricted Subsidiary of such specified Person, and


 


(2)         Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person.


 


“Act,” when used with respect
to any Holder, has the meaning specified in Section 105 of this Indenture.


 


“Additional Amounts” has
the meaning specified in Section 1022 of this Indenture.


 


“Additional Notes” means
any Notes issued by the Company pursuant to Section 312.


 


“Adjusted Net Assets” has
the meaning specified in Section 1205 of this Indenture.


 


“Advance Offer” has the
meaning specified in Section 1018 of this Indenture.


 


“Advance Portion” has the
meaning specified in Section 1018 of this Indenture.


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities, by agreement or otherwise.


 


“Affiliate Transaction”
has the meaning specified in Section 1013 of this Indenture.


 


“Agent” means any Note
Registrar, co-registrar, Paying Agent or additional paying agent.


 


“Ancillary Agreement” means
the Ancillary Agreement, dated as of August 7, 2007, among Loral, Skynet, PSP, Holdings and Telesat Canada, as amended.


 


“Applicable Amount” means
the sum of (A) (x) cumulative Consolidated EBITDA from and after the first day of the fiscal quarter during which the Issue Date
occurs, to the most recently completed fiscal quarter for which internal financial statements are available immediately preceding
the date of the proposed action (for the avoidance of doubt, such cumulative Consolidated EBITDA shall include the Consolidated
EBITDA for any such quarters, whether negative or positive) minus (y) 1.4 times Cumulative Interest Expense plus (without duplication)
(B):


 


(1)         the
aggregate net cash proceeds, and the Fair Market Value of marketable securities or other property other than cash, received by
Holdings from the issue or sale (other than to a Restricted Subsidiary) of any class of Equity Interests, including Retired Capital
Stock, in Holdings after the Issue Date, other than (A) Disqualified Stock, (B) Equity Interests to the extent the net cash proceeds
therefrom are applied as provided for in clause (4) of the second paragraph of Section 1010, (C) Refunding Capital Stock and (D)
Excluded Contributions; plus


 




    	 	-3-	 



     


    

 


(2)         100%
of any cash and the Fair Market Value of marketable securities or other property other than cash received by Holdings as a capital
contribution from its shareholders subsequent to the Issue Date other than any Excluded Contributions; plus


 


(3)         the
principal amount (or accreted amount (determined in accordance with GAAP), if less) of any Indebtedness, or the liquidation preference
or maximum fixed repurchase price, as the case may be, of any Disqualified Stock, of Holdings or any Restricted Subsidiary issued
after the Issue Date (other than any such Indebtedness or Disqualified Stock to the extent issued to a Restricted Subsidiary),
which has been converted into or exchanged for Equity Interests in Holdings (other than Disqualified Stock); plus


 


(4)         to
the extent not already included in Consolidated EBITDA, 100% of the aggregate cash proceeds received by Holdings or a Restricted
Subsidiary since the Issue Date from (A) Investments (other than Cash Equivalents), whether through interest payments, principal
payments, returns, profits, distributions, income and similar amounts, dividends or other distributions and payments, or the sale
or other disposition (other than to Holdings or a Restricted Subsidiary) thereof made by Holdings and its Restricted Subsidiaries
and (B) cash dividends from, or the sale (other than to Holdings or a Restricted Subsidiary) of the stock of, an Unrestricted Subsidiary;
plus


 


(5)         if
any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary after the Issue Date, the Fair Market Value of all Investments
by Holdings and its Restricted Subsidiaries after the Issue Date in such Unrestricted Subsidiary as determined in good faith by
the Board of Directors of Holdings at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary
other than to the extent such Investment constituted a Permitted Investment or was made pursuant to clause (14) of the second paragraph
of Section 1010; plus


 


(6)         US$100,000,000;


 


less the amount of any Applicable Amount
applied pursuant to any permitted usage under this Indenture.


 


“Applicable Premium” means,
with respect to any Note on any Redemption Date, the greater of:


 


(1)         1.0%
of the principal amount of the Note; and


 


(2)         the
excess, if any, of:


 


(a)          the
present value at such redemption date of (i) the redemption price of the Note at the First Call Date (such redemption price being
set forth in the table appearing in Section 1101), plus (ii) all required interest payments due on the Note through the
First Call Date (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury
Rate as of such Redemption Date plus 50 basis points; over


 


(b)          the
principal amount of the Note.


 


“Applicable Premium Deficit”
means, has the meaning specified in Section 401 of this Indenture.


 




    	 	-4-	 



     


    

 


“APT Security Agreement”
means, collectively, (a) the Security Agreement dated as of October 8, 2004, as amended, by and among APT Satellite Company Limited,
Loral Orion Inc. and Bank of China (HK) Limited, (b) the APT Parental Guarantee dated as of December 23, 2015, as amended, by and
among APT Satellite Holdings Limited and Telesat International Limited and (c) the Declaration of Trust dated as of February 5,
2016, as amended, by Telesat International.


 


“Asset Sale”
means:


 


(1)         the
sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property
or assets (including by way of a Sale and Lease-Back Transaction) of Holdings or any Restricted Subsidiary (each referred to in
this definition as a “disposition”), or


 


(2)         the
issuance or sale of Equity Interests of any Restricted Subsidiary (other than preferred stock issued pursuant to Section 1011),
whether in a single transaction or a series of related transactions, in each case, other than:


 


(a)          a
disposition of cash or Cash Equivalents, obsolete or worn out property or equipment, inventory, Excluded Satellites or other assets
that in the reasonable judgment of the Issuer are no longer useful in the conduct of the business of Holdings and its Restricted
Subsidiaries and that in each case are disposed of in the ordinary course of business;


 


(b)          the
disposition of all or substantially all of the assets of Holdings or any of the Restricted Subsidiaries in a manner permitted pursuant
to Article Eight or any disposition that constitutes a Change of Control pursuant to this Indenture;


 


(c)          the
making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 1010;


 


(d)          any
disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions
with an aggregate Fair Market Value not exceeding US$25,000,000 for any such transaction or series of transactions;


 


(e)          any
disposition of property or assets or issuance of securities by a Restricted Subsidiary to Holdings or by Holdings or a Restricted
Subsidiary to the Issuer, the Co-Issuer or a Guarantor;


 


(f)          to
the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot
thereon) for use in a Similar Business;


 


(g)          the
lease, assignment or sublease of any real or personal property in the ordinary course of business;


 


(h)          any
issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;


 


(i)          foreclosures
on or expropriations of assets;


 




    	 	-5-	 



     


    

 


(j)          any
financing transaction with respect to property built, repaired, improved or acquired by Holdings or any Restricted Subsidiary after
the Issue Date, including Sale and Lease-Back Transactions and asset securitizations, permitted by this Indenture;


 


(k)          any
Event of Loss;


 


(l)          dispositions
of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business and consistent
with past practice;


 


(m)          any
transfer of transponders or the corresponding interest in common elements on the Telstar 18 Satellite to APT Satellite Company
Limited or its affiliates effected pursuant to that certain letter agreement dated August 26, 2003, as amended on November 16,
2003 by and between Skynet and APT Satellite Company Limited in connection with the receipt of “export control approval”
for such transfer, or any foreclosure pursuant to the APT Security Agreement;


 


(n)          the
granting of a Lien permitted under Section 1012;


 


(o)          contractual
arrangements under long-term contracts with customers entered into by Holdings and the Restricted Subsidiaries in the ordinary
course of business which are treated as sales for accounting purposes; provided that there is no transfer of title in connection
with such contractual arrangement;


 


(p)          additional
dispositions of assets (taken together with all such dispositions made pursuant to this clause (p)) since the Issue Date with an
aggregate Fair Market Value not exceeding US$50,000,000;


 


(q)          the
licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business or that is
immaterial;


 


(r)          the unwinding or termination
of any Swap Agreement (unless entered into for speculative purposes) and allowing for the expiration of any options agreement with
respect to any real property or personal property; and


 


(s)          the disposition of any of the
property or assets of The SpaceConnection, Inc.


 


In the event that a transaction (or any portion thereof) meets
the criteria of a permitted Asset Sale and would also be a permitted Restricted Payment or Permitted Investment, the Issuer, in
its sole discretion, shall be entitled to divide and classify such transaction (or a portion thereof) as an Asset Sale and/or one
or more of the types of permitted Restricted Payments or Permitted Investments.


 


“Asset Sale Offer” has
the meaning specified in Section 1018 of this Indenture.


 


“Attorney Costs” means
and includes all reasonable and documented or invoiced fees, expenses and disbursements of any law firm or other external counsel.


 


“Authorized Officers” has
the meaning specified in Section 603 of this Indenture.


 




    	 	-6-	 



     


    

 


“Bankruptcy Law” means
the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-Up Restructuring
Act (Canada), Title 11, United States Bankruptcy Code of 1978, or any similar United States federal or state law or Canadian federal
or provincial law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors
or any amendment to, succession to or change in any such law.


 


“Base Currency” has the
meaning specified in Section 118 of this Indenture.


 


“Board of Directors” means,
with respect to any Person, (i) in the case of any corporation, the board of directors of such Person, (ii) in the case
of any limited liability company, the board of managers of such Person, (iii) in the case of any partnership, the Board of
Directors of the general partner of such Person and (iv) in any other case, the functional equivalent of the foregoing.


 


“Board Resolution” means,
with respect to the Issuer, Co-Issuer or Holdings, a duly adopted resolution of the Board of Directors of the Issuer, Co-Issuer
or Holdings, as applicable, or any committee thereof to have been duly adopted by the Board of Directors of the Issuer, Co-Issuer
or Holdings, as applicable, and to be in full force and effect on the date of such certification.


 


“Business Day” means each
day which is not a Legal Holiday.


 


“Capital Stock” means:


 


(1)         in
the case of a corporation, corporate stock,


 


(2)         in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock,


 


(3)         in
the case of a partnership or limited liability company, partnership or membership interests (whether general or limited), and


 


(4)         any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person.


 


“Cash Equivalents” means:


 


(1)         securities
or obligations issued or unconditionally guaranteed by the United States government, the Government of Canada or any agency or
instrumentality thereof, in each case having maturities of not more than 24 months from the date of acquisition thereof;


 


(2)         securities
or obligations issued by any state of the United States of America, any province of Canada or any political subdivision of any
such state or province, or any public instrumentality thereof, having maturities of not more than 24 months from the date of acquisition
thereof and, at the time of acquisition, having an investment grade rating generally obtainable from either S&P or Moody’s
(or, if at any time neither S&P nor Moody’s shall be rating such obligations, then from another nationally recognized
rating service);


 


(3)         commercial
paper and variable or fixed rate notes issued by any lender under the Senior Credit Facilities or any bank holding company owning
any lender under the Senior Credit Facilities or any variable rate notes issued by, or guaranteed by, any domestic corporation
not an Affiliate of the Issuer rated (x) A-1 (or the equivalent thereof) or better by S&P, or (y) P-1 (or the equivalent thereof)
or better by Moody’s, and maturing within one year of the date of acquisition;


 




    	 	-7-	 



     


    

 


(4)         commercial
paper maturing no more than 12 months after the date of creation thereof and, at the time of acquisition, having a rating of at
least A-2 or P-2 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such
obligations, an equivalent rating from another nationally recognized rating service);


 


(5)         domestic
and LIBOR certificates of deposit or bankers’ acceptances maturing no more than two years after the date of acquisition thereof
issued by any lender under the Senior Credit Facilities or any other bank having combined capital and surplus of not less than
US$250,000,000 in the case of domestic banks and US$100,000,000 (or the U.S. dollar equivalent thereof) in the case of foreign
banks;


 


(6)         auction
rate securities rated at least Aa3 by Moody’s and AA- by S&P (or, if at any time either S&P or Moody’s shall
not be rating such obligations, an equivalent rating from another nationally recognized rating service);


 


(7)         repurchase
agreements with a term of not more than 30 days for underlying securities of the type described in clauses (1), (2) and (5) above
entered into with any bank meeting the qualifications specified in clause (5) above or securities dealers of recognized national
standing;


 


(8)         repurchase
obligations with respect to any security that is a direct obligation or fully guaranteed as to both credit and timeliness by the
Government of Canada or any agency or instrumentality thereof, the obligations of which are backed by the full faith and credit
of the Government of Canada, in either case entered into with any Canadian I or II bank or any trust company (acting as principal);


 


(9)         repurchase
agreements with a term of not more than one year with a bank or trust company (including any of the lenders under the Senior Credit
Facilities) or recognized securities dealer having capital and surplus in excess of US$250,000,000 for direct obligations issued
by or fully guaranteed by the United States of America in which the Issuer or one or more of its Restricted Subsidiaries shall
have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair
market value of at least 100% of the amount of the repurchase obligations;


 


(10)        marketable
short-term money market and similar funds (x) either having assets in excess of US$250,000,000 or (y) having a rating of at least
A-2 or P-2 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations,
an equivalent rating from another nationally recognized rating service in the United States);


 


(11)        shares
of investment companies that are registered under the Investment Company Act of 1940 and 95% the investments of which are one or
more of the types of securities described in clauses (1) through (10) above;


 


(12)        any
other investments used by Holdings and its Restricted Subsidiaries as temporary investments permitted by the Trustee in writing
in its sole discretion; and


 


(13)        in
the case of investments by Holdings or any Subsidiary organized or located in a jurisdiction other than the United States (or any
political subdivision or territory thereof), or in the case of investments made in a country outside the United States of America,
other customarily utilized high-quality investments in the country where such Subsidiary is organized or located or in which such
Investment is made, all as reasonably determined in good faith by the Issuer.


 




    	 	-8-	 



     


    

 


“Cash Management Obligations”
means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person in respect of cash management
services (including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management
arrangements) provided by any cash management bank to Holdings or any of its Restricted Subsidiaries, including obligations for
the payment of agreed interest and reasonable fees, charges, expenses, Attorney Costs and disbursements in connection therewith.


 


“Change of Control” means
the occurrence of any of the following:


 


(1)         the
sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of Holdings and
its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or


 


(2)         the
Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written
notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities
(within the meaning of Rule 13d-5(b)(1) under the Exchange Act) other than the Permitted Holders, in a single transaction or in
a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of more than 50.0% of the total voting power
of the Voting Stock of Holdings or any company that holds directly or indirectly more than 50.0% of the total voting power of the
Voting Stock of Holdings; or


 


(3)         the
Issuer ceases to be a Wholly-Owned Subsidiary of Holdings (other than by way of a transaction permitted by Article Eight).


 


Notwithstanding the foregoing, at any time in connection with,
or after, a Qualified IPO, a transaction in which Holdings becomes a Subsidiary of another Person (other than a Person that is
an individual) shall not constitute a Change of Control if (a) the shareholders of Holdings immediately prior to such transaction
beneficially own (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly
through one or more intermediaries, more than 50.0% of the total voting power of the outstanding Voting Stock of Holdings, immediately
following the consummation of such transaction or (b) immediately following the consummation of such transaction, no Person (within
the meaning of Section 13(d)(3) of the Exchange Act, or any successor provision), other than such Person (including the holders
of the Equity Interests of such other Person) or the Permitted Holders, beneficially owns (as such term is defined above), directly
or indirectly through one or more intermediaries, more than 50.0% of the voting power of the outstanding Voting Stock of Holdings.


 


In addition, notwithstanding the preceding or any provision
of Section 13(d) or 14(d) of the Exchange Act (or any successor provision), (i) a Person, entity or “group” shall not
be deemed to beneficially own securities subject to an equity or asset purchase agreement, merger agreement or similar agreement
(or voting or option or similar agreement related thereto) until the consummation of the transactions contemplated by such agreement,
(ii) if any “group” includes one or more Permitted Holders, the issued and outstanding Voting Stock of Holdings beneficially
owned, directly or indirectly, by any Permitted Holders that are part of such “group” shall not be treated as being
beneficially owned by any other member of such “group” for purposes of determining whether a Change of Control has
occurred and (iii) a Person, entity or “group” will not be deemed to beneficially own the Voting Stock of another Person
as a result of its ownership of Voting Stock or other securities of such other Person’s parent entity (or related contractual
rights) unless it owns more than 50.0% of the total voting power of the Voting Stock of such parent entity. For purposes of this
definition, except with respect to clause (1) of this definition hereunder, and any related definition to the extent used for purposes
of this definition, at any time when more than 50.0% of the total voting power of the Voting Stock of Holdings is directly or indirectly
owned by a parent entity, all references to Holdings shall be deemed to refer to its ultimate parent entity (but excluding (i)
any Permitted Holder and (ii) in the case where the entity that engaged in a Qualified IPO is a limited partnership, the general
partner of which is owned by a convenience party, such as a trust for the benefit of a charity, such general partner and such convenience
party (but not any other Person or “group” who has the right to direct the general partner in its capacity as such)
that directly or indirectly owns such Voting Stock).


 




    	 	-9-	 



     


    

 


“Change of Control Triggering Event”
means both (i) the occurrence of a Change of Control and (ii) on a pro forma basis after giving effect to such Change of Control
and any transaction or series of transactions taken in connection therewith with or reasonably incidental thereto (including, without
limitation, the incurrence of any Indebtedness), Holdings’ Total Net Leverage Ratio for the Test Period immediately preceding
the first public notice by Holdings, the Issuer or another Person seeking to effect a transaction that would be a Change of Control
shall be greater than 4.50 to 1.00.


 


“Change of Control Offer”
has the meaning specified in Section 1017 of this Indenture.


 


“Change of Control Payment”
has the meaning specified in Section 1017 of this Indenture.


 


“Change of Control Payment Date”
has the meaning specified in Section 1017 of this Indenture.


 


“Co-Issuer” means
the Person named as the “Co-Issuer” in the first paragraph of this Indenture, until a successor Person shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter “Co-Issuer” shall mean such successor
Person.


 


“Company” means the Person
named as the “Company” in the first paragraph of this Indenture, until a successor Person shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.


 


“Company Request” or “Company
Order” means a written request or order signed in the name of the Company by an officer thereof, and delivered to the
Trustee.


 


“consolidated” or “Consolidated”
means, with respect to any Person, such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted
Subsidiary.


 


“Consolidated Depreciation and Amortization
Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense,
including the amortization of deferred financing fees, of such Person and its Restricted Subsidiaries for such period on a consolidated
basis and otherwise determined in accordance with GAAP; provided that, in the event any item that represents an accrual
or reserve for a cash expenditure in a future period is included in Consolidated Depreciation and Amortization Expense, the actual
cash expenditure in such future period shall reduce Consolidated EBITDA.


 




    	 	-10-	 



     


    

 


“Consolidated EBITDA” means,
with respect to Holdings and the Restricted Subsidiaries on a consolidated basis, for any period, an amount equal to Consolidated
Net Income for such period


 


(1)         increased
(without duplication) by:


 


(a)          Consolidated
Income Tax Expense accrued for such period to the extent deducted in determining Consolidated Net Income for such period; plus


 


(b)          Consolidated
Interest Expense for such period to the extent deducted in determining Consolidated Net Income for such period; plus


 


(c)          Consolidated
Depreciation and Amortization Expense of such Person for such period to the extent such depreciation and amortization were deducted
in computing Consolidated Net Income; plus


 


(d)          to
the extent deducted in arriving at Consolidated Net Income, foreign withholding Taxes paid or accrued in such period; plus


 


(e)          any
expenses or charges related to any Qualified IPO, Investment permitted by this Indenture, acquisition, disposition, issuance of
Indebtedness permitted to be incurred by this Indenture, any Change of Control that is not a Change of Control Triggering Event,
any refinancing transaction or any amendment or other modification of any debt instrument (whether or not successful), including
any fees, expenses and charges related thereto and deducted in computing Consolidated Net Income; plus


 


(f)          the
amount of any restructuring charges or reserves deducted in such period in computing Consolidated Net Income, including any one-time
costs incurred in connection with acquisitions and costs related to closure of facilities; plus


 


(g)          any
other non-cash charges reducing Consolidated Net Income for such period, excluding any such charge that represents an accrual or
reserve for a cash expenditure for a future period; plus


 


(h)          the
amount of any minority interest expense deducted in calculating Consolidated Net Income (less the amount of any cash dividends
paid to the holders of such minority interests); plus


 


(i)          to
the extent deducted in arriving at Consolidated Net Income, the annual consulting fee payable pursuant to the Consulting Services
Agreement as in effect on the Issue Date pursuant to clause (12) of Section 1013; plus


 


(j)          Transaction
Expenses; plus


 




    	 	-11-	 



     


    

 


(k)          solely
for purposes of clause (12) of Section 1013 and the Senior Secured Net Leverage Ratio, in the event of any loss of any Satellite
during the applicable Test Period, 90% of the contracted for revenues that would reasonably have been expected to be realized but
for such loss for that portion of the period following such loss attributable to such Satellite (less revenue actually realized
in respect of such Satellite during such period after such event of loss) so long as insurance for such Satellite required to be
maintained pursuant to Section 1007 is maintained in accordance with the terms thereof and Holdings or a Restricted Subsidiary
has filed a notice of loss with the applicable insurers and believes in good faith that the insurers will pay funds (and the applicable
insurer(s) have not indicated that they will not pay such funds) in amounts that Holdings or the Issuer reasonably believes will
be sufficient, together with cash on hand (other than cash resulting from drawings under the revolving facility under the Senior
Credit Facilities) and cash from operations, to replace such Satellite with a replacement Satellite that generates annual revenues
for Holdings and its Restricted Subsidiaries not less than the revenue generated by such replaced Satellite during the four-quarter
period ended immediately prior to such event of loss; but such amounts may only be added to Consolidated EBITDA so long as Holdings
or the applicable Restricted Subsidiary intends promptly to replace such Satellite and is working reasonably to do so (provided
that the amount added to Consolidated EBITDA under this clause (k) shall not exceed US$100,000,000 for any Test Period); plus


 


(l)          pro
forma adjustments, including pro forma “run rate” cost savings, operating expense reductions, and other synergies related
to mergers, business combinations, acquisitions, dispositions and other similar transactions, or related to restructuring initiatives,
cost savings initiatives and other initiatives, in each case, projected by the Issuer in good faith to result from actions that
have been taken, actions with respect to which substantial steps have been taken or actions that are expected to be taken (in each
case, in the good faith determination of the Issuer), in any such case, within six fiscal quarters after the date of consummation
of such merger, business combination, acquisition, disposition or other similar transaction or the initiation of such restructuring
initiative, cost savings initiative or other initiative; provided that the aggregate amount of all such pro forma adjustments
pursuant to this clause (l) in any Test Period that are included in Consolidated EBITDA for such Test Period shall not exceed 20%
of Consolidated EBITDA for such Test Period (in each case, calculated before giving effect to any such adjustment); provided,
further, that, for the purpose of this clause (l), (i) any such adjustments shall be added to Consolidated EBITDA for each
Test Period until fully realized and shall be calculated on a pro forma basis as though such adjustments had been realized on the
first day of the relevant Test Period and shall be calculated net of the amount of actual benefits realized from such actions,
(ii) any such adjustments shall be reasonably identifiable and factually supportable and (iii) no such adjustments shall be added
pursuant to this clause (l) to the extent duplicative of any items related to adjustments included in the definition of Consolidated
Net Income (it being understood that for purposes of the foregoing “run rate” shall mean the full recurring benefit
that is associated with any such action); plus


 


(m)          [reserved];



 


(n)          non-cash
charges related to stock compensation expense and non-cash pension expenses determined in accordance with GAAP; plus


 


(o)          management
fees paid to the Permitted Holders and other management, monitoring, consulting and advisory fees and related expenses paid directly
by the Co-Issuers or any Restricted Subsidiary pursuant to clause (12) of Section 1013; plus


 


(p)          losses
on asset sales (other than asset sales in the ordinary course of business) and losses from the early extinguishment of Indebtedness
or hedging obligations or other derivative instruments; plus


 




    	 	-12-	 



     


    

 


(q)          to
the extent not already included in items (a) through (p) above, extraordinary losses (or minus the amount of any gains related
thereto) and unusual or non-recurring charges (or minus the amount of any gains related thereto) (including, but not limited to,
impairment losses, cost of debt retirement, restructuring, severance, relocation costs and one-time compensation charges); and


 


(2)         decreased
by (without duplication): non-cash gains increasing Consolidated Net Income of Holdings and the Restricted Subsidiaries for such
period, excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any
prior period, and including gains on asset sales (other than asset sales in the ordinary course of business) and gains from the
early extinguishment of Indebtedness or hedging obligations or other derivative instruments;


 


(3)         increased
or decreased by any net non-cash loss or gain resulting from Swap Obligations and, other than for purposes of calculating the Applicable
Amount, any cash loss or gain resulting from Swap Obligations; and


 


(4)         increased
or decreased by any non-cash loss or gain on changes in fair value of financial instruments and non-cash loss or gains resulting
from changes in foreign exchange rates; in each case, as determined on a consolidated basis for Holdings and the Restricted Subsidiaries
in accordance with GAAP, provided that


 


(i)          there
shall be excluded from Consolidated Net Income and the determination of Consolidated EBITDA for any period the effects of significant
changes in accounting or reporting principles or practices since the time of this Indenture; provided that, notwithstanding
the foregoing, to the extent the functional or presentation currency is changed, any related effects shall not be excluded; and


 


(ii)         [reserved];
and


 


(iii)        there
shall be excluded from Consolidated Net Income and the determination of Consolidated EBITDA for any period the effects of adjustments
in component amounts required or permitted by ASC 805, ASC 350 and related or similar authoritative pronouncements pursuant to
IFRS, as a result of an acquisition of assets, capital stock or other equity interest by Holdings or any Restricted Subsidiary
in accordance with the terms of this Indenture or the amortization or write-off of any amounts in connection therewith and related
financings thereof; and


 


(iv)        (x)
there shall be included in determining Consolidated EBITDA for any period the Acquired EBITDA of any Person, property, business
or asset (other than an Unrestricted Subsidiary) acquired to the extent not subsequently sold, transferred or otherwise disposed
of (but not including the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired) by
Holdings or any Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently
so disposed of, an “Acquired Entity or Business”), and the Acquired EBITDA of any Unrestricted Subsidiary that
is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), in
each case based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period
(including the portion thereof occurring prior to such acquisition or conversion) and (y) for purposes of determining the Senior
Secured Net Leverage Ratio only, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA
of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of,
closed or classified as discontinued operations by Holdings or any Restricted Subsidiary during such period (each such Person,
property, business or asset so sold or disposed of, a “Sold Entity or Business”), and the Acquired EBITDA of
any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each, a “Converted Unrestricted
Subsidiary”), in each case based on the actual Acquired EBITDA of such Sold Entity or Business or Converted Unrestricted
Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer, disposition or conversion); and


 




    	 	-13-	 



     


    

 


(v)         (i)
except as provided in clause (iv) above, there shall be excluded from Consolidated EBITDA for any period the income or loss from
continuing operations before income taxes and extraordinary items of all Unrestricted Subsidiaries for such period to the extent
otherwise included in Consolidated Net Income, except to the extent any such income is actually received in cash by Holdings or
its Restricted Subsidiaries or such losses funded by Holdings or a Restricted Subsidiary in cash, in each case during such period
through dividends or other distributions and (ii) to the extent not covered in (i) above, there shall be included in calculating
Consolidated EBITDA, the amount of any cash dividends or other cash distributions paid by any Unrestricted Subsidiary or joint
venture to Holdings or any Restricted Subsidiary.


 


“Consolidated Income Tax Expense”
means, with respect to Holdings and the Restricted Subsidiaries for any period, the provision for federal, state, local and foreign
taxes based on income or profits (including franchise taxes) payable by Holdings and the Restricted Subsidiaries for such period
as determined on a consolidated basis in accordance with GAAP.


 


“Consolidated Interest Expense”
means, for any period, the cash interest expense (including that attributable to Finance Lease Obligations in accordance with GAAP),
net of cash interest income earned on cash and Cash Equivalents, of Holdings and the Restricted Subsidiaries on a consolidated
basis with respect to all outstanding Indebtedness of Holdings and the Restricted Subsidiaries, including all commissions, discounts
and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and all income or costs
under Swap Agreements (other than currency swap agreements, currency future or option contracts and other similar agreements unrelated
to interest expense) and any cash dividends paid on any Disqualified Stock and including, without duplication, capitalized interest
in connection with the purchase of Satellites to the extent paid in cash and interest expense related to Satellite performance
incentive payments, but excluding, however, amortization of deferred financing costs and any other amounts of noncash interest,
all as calculated on a consolidated basis in accordance with GAAP and excluding, for avoidance of any doubt, any interest in respect
of items excluded from Indebtedness in the proviso to the definition thereof; provided that, there shall be excluded from
Consolidated Interest Expense for any period the cash interest expense (or cash interest income earned on cash and Cash Equivalents)
of all Unrestricted Subsidiaries for such period to the extent otherwise included in Consolidated Interest Expense. For purposes
of this definition, interest on a Finance Lease Obligation shall be deemed to accrue at an interest rate reasonably determined
by such Person to be the rate of interest implicit in such Finance Lease Obligation in accordance with GAAP.


 


“Consolidated Net Income”
means, for any period, the consolidated net income (or loss) after the deduction of income taxes of Holdings and the Restricted
Subsidiaries, determined on a consolidated basis in accordance with GAAP.


 




    	 	-14-	 



     


    

 


“Consolidated Total Indebtedness”
means, as of any date of determination, the sum of (i) all Indebtedness of Holdings and the Restricted Subsidiaries for borrowed
money (adjusted (up or down) for the effects of currency swap agreements) outstanding on such date and (ii) all Finance Lease Obligations
of Holdings and the Restricted Subsidiaries outstanding on such date, all calculated on a consolidated basis in accordance with
GAAP.


 


“Consolidated Total Secured Debt”
means all Consolidated Total Indebtedness secured by a Lien on property or assets of Holdings or a Restricted Subsidiary.


 


“Consulting Services Agreement”
means the Consulting Services Agreement between Loral and the Issuer as amended from time to time.


 


“Corporate Trust Office”
means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered,
which office at the date of the execution of this instrument is located at 101 Barclay Street, 8W, New York, New York 10286, Attention:
Corporate Trust Division - Corporate Finance Unit, or such other address as the Trustee may designate from time to time by notice
to the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee
may designate from time to time by notice to the Company).


 


“Covenant Defeasance” has
the meaning specified in Section 1303 of this Indenture.


 


“Covenant Suspension Event”
has the meaning specified in Section 1019 of this Indenture.


 


“Converted Restricted Subsidiary”
has the meaning provided in the definition of the term “Consolidated EBITDA.”


 


“Converted Unrestricted Subsidiary”
has the meaning provided in the definition of the term “Consolidated EBITDA.”


 


“Credit Facilities” means,
with respect to Holdings or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities,
or commercial paper facilities with banks or other institutional lenders or investors or indentures providing for revolving credit
loans, term loans, receivables financing, including through the sale of receivables to such lenders or to special purpose entities
formed to borrow from such lenders against receivables, letters of credit or other long-term indebtedness, including any notes,
guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, waivers, supplements,
modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper
facilities with banks or other institutional lenders or investors that replace, refund, refinance or otherwise restructure all
or any part of the loans, notes, other credit facilities or commitments thereunder or any successor or replacement loans, notes,
other credit facilities or commitments thereunder, including any such replacement, refunding, refinancing or other restructuring
facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof.


 


“CRTC” means the Canadian
Radio-Television and Telecommunications Commission or any successor authority of the Government of Canada substituted therefor.


 


“Cumulative Interest Expense”
means, in respect of any Restricted Payment, the sum of the aggregate amount of Consolidated Interest Expense of Holdings and the
Restricted Subsidiaries for the period from and after the first day of the fiscal quarter during which the Issue Date occurs, to
the most recently completed fiscal quarter for which internal financial statements are available immediately preceding the proposed
Restricted Payment.


 




    	 	-15-	 



     


    

 


“Default” means any event
that is, or with the passage of time or the giving of notice or both would be, an Event of Default.


 


“Depositary” means The
Depository Trust Company, its nominees and their respective successors.


 


“Designated Noncash Consideration”
means the Fair Market Value of noncash consideration received by Holdings or a Restricted Subsidiary in connection with an Asset
Sale that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis
of such valuation, executed by an executive vice president and the principal financial officer of the Issuer or Holdings, less
the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration.


 


“Disposed EBITDA” means,
with respect to any Sold Entity or Business or Converted Unrestricted Subsidiary for any period, the amount for such period of
Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references to Holdings
and the Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” (and in the component financial
definitions used therein) were references to such Sold Entity or Business and its Subsidiaries or to such Converted Unrestricted
Subsidiary and its Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business.


 


“Disqualified Stock” means,
with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it
is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable,
other than as a result of a change of control or asset sale, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, other than as a result of a change of control or asset sale, in whole or in part, in each
case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding;
provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of Holdings or its
Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it
may be required to be repurchased by Holdings or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.


 


“Dividend Obligations”
means obligations of Holdings to a shareholder of Holdings in connection with the receipt by such shareholder of cash or other
assets on account of dividends or distributions on Capital Stock of Holdings; provided, however, that (i) the making
of such dividend or distribution is permitted by the provisions of this Indenture described below under Section 1010, (ii) such
obligations have a final scheduled maturity date of not more than 12 months from the date of incurrence thereof, (iii) such obligations
are incurred within 90 days of receipt by such shareholder of such dividend or distribution, (iv) the principal amount of any such
obligations shall not exceed the cash or other assets to be received by such shareholder in connection with the applicable dividend
or distribution, (v) such obligations are unsecured, are not guaranteed by any Subsidiary of Holdings and are subordinated in right
of payment to the Notes, (vi) for the avoidance of doubt, the Applicable Amount shall not be increased by the amount of such obligations,
(vii) in no event shall any such obligations be refinanced or reclassified and (viii) such obligations are designated as “Dividend
Obligations” pursuant to an Officer’s Certificate on the date of their incurrence.


 


“Documentary Taxes” has
the meaning specified in Section 1022 of this Indenture.


 


“DTC” means the Depository
Trust Company.


 




    	 	-16-	 



     


    

 


“Electronic Means” shall
mean the following communications methods: S.W.I.F.T., e-mail, facsimile transmission, secure electronic transmission containing
applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified
by the Trustee as available for use in connection with its services hereunder.


 


“Equity Interests” means
Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible
into, or exchangeable for, Capital Stock.


 


“Equity Offering” means
any public or private sale of common stock or preferred stock of the Issuer, Holdings or any of their direct or indirect parent
companies (excluding Disqualified Stock), other than


 


(1)         public
offerings with respect to Holdings’ or any direct or indirect parent company’s common stock registered on Form S-8
(or the equivalent thereof) and


 


(2)         any
public or private sale that constitutes an Excluded Contribution.


 


“Event of Default” has
the meaning specified in Section 501 of this Indenture.


 


“Event of Loss” has the
meaning specified in Section 1007 of this Indenture.


 


“Event of Loss Proceeds”
means, with respect to any Event of Loss, all Satellite insurance proceeds received by Holdings or any of the Restricted Subsidiaries
in connection with such Event of Loss, after


 


(1)         provision
for all income or other taxes measured by or resulting from such Event of Loss,


 


(2)         payment
of all reasonable legal, accounting and other reasonable fees and expenses related to such Event of Loss,


 


(3)         payment
of amounts required to be applied to the repayment of Indebtedness secured by a Lien on the Satellite that is the subject of such
Event of Loss,


 


(4)         provision
for payments to Persons who own an interest in the Satellite (including any transponder thereon) in accordance with terms of the
agreement(s) governing the ownership of such interest by such Person (other than payments to insurance carriers required to be
made based on the future revenues generated from such Satellite), and


 


(5)         deduction
of appropriate amounts to be provided by Holdings or such Restricted Subsidiary as a reserve, in accordance with GAAP, against
any liabilities associated with the Satellite that was the subject of the Event of Loss.


 


“Excess Proceeds” has the
meaning specified in Section 1018 of this Indenture.


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.


 




    	 	-17-	 



     


    

 


“Excluded Contribution”
means net cash proceeds, marketable securities or Qualified Proceeds received by Holdings or the Issuer from:


 


(1)         contributions
to its common equity capital, and


 


(2)         the
sale (other than to a Subsidiary of Holdings or to any management equity plan or stock option plan or any other management or employee
benefit plan or agreement of Holdings) of Capital Stock (other than Disqualified Stock) of Holdings, or the Issuer,


 


in each case designated as Excluded Contributions pursuant to
an Officer’s Certificate executed by a vice president and the principal financial officer of the Issuer or Holdings on the
date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from
the calculation set forth in the definition of the term “Applicable Amount.”


 


“Excluded Satellites” means
(a) the Satellites owned by Holdings and its Restricted Subsidiaries commonly referred to as Anik F1, Nimiq 1, Nimiq 2, Telstar
12, Telstar 18 and the transponders for which Holdings or its Restricted Subsidiaries have a right to use on Satmex 6, (b) any
other Satellite, other than a Named Satellite, that (i) is not expected or intended, in the good faith determination of the Issuer
and/or Holdings, as applicable to earn future revenues from the operation of such Satellite in excess of US$35,000,000 in any fiscal
year and (ii) has a book value of less than US$75,000,000, (c) any other Satellite, other than a Named Satellite, with one year
or less of in-orbit life remaining (it being understood and agreed that such Satellite shall be deemed to have “in-orbit
life” only for so long as it is maintained in station kept orbit), (d) any other Satellite that, in the good faith determination
of the Issuer or Holdings, as applicable, (i)(A) the procurement of In-Orbit Insurance therefor in the amounts and on the terms
required hereby would not be available for a price that is, and on other terms and conditions that are, commercially reasonable
or (B) the procurement of such In-Orbit Insurance therefor would be subject to exclusions or limitations of coverage that would
make the terms of the insurance commercially unreasonable (including because such Satellite’s performance and/or operating
status has been adversely affected by anomalies or component exclusions or there are systemic failures or anomalies applicable
to Satellites of the same model).


 


“Existing Indebtedness”
means Indebtedness of Holdings or the Restricted Subsidiaries in existence on the Issue Date, plus interest accruing thereon.


 


“Fair Market Value” means,
with respect to any asset or property, as determined by the Issuer, the price which could be negotiated in an arm’s length,
free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure
or compulsion to complete the transaction.


 


“FCC” means the Federal
Communications Commission or any governmental authority in the United States substituted therefor.


 


“FCC Licenses” means all
authorizations, orders, licenses and permits issued by the FCC to Holdings or any of its Subsidiaries, under which Holdings or
any of its Subsidiaries is authorized to launch and operate any of its Satellites or to operate any of its transmit only, receive
only or transmit and receive earth stations.


 


“Finance Lease Obligations”
means, as applied to any Person, an obligation that is required to be accounted for as a financing or capital lease (and, for the
avoidance of doubt, not a straight-line or operating lease) on both the balance sheet and income statement for financial reporting
purposes in accordance with GAAP. At the time any determination thereof is to be made, the amount of the liability in respect of
a financing or capital lease would be the amount required to be reflected as a liability on such balance sheet (excluding the footnotes
thereto) in accordance with GAAP.


 




    	 	-18-	 



     


    

 


“First Call Date” has the
meaning specified in Section 1101 of this Indenture.


 


“Funding Guarantor” has
the meaning specified in Section 1205 of this Indenture.


 


“GAAP” means Generally
Accepted Accounting Principles as adopted by Holdings and the Restricted Subsidiaries from time to time to prepare their published
financial statements in accordance with the International Financial Reporting Standards as issued by the International Accounting
Standards Board (“IFRS”) in effect from time to time.


 


“Governmental Authority”
means any federal, state, provincial, local or foreign court or tribunal or governmental agency, authority, instrumentality or
regulatory or legislative body.


 


“Government Securities”
means securities that are:


 


(1)         direct
obligations of, or obligations fully and unconditionally guaranteed by, the United States of America for the timely payment of
which its full faith and credit is pledged, or


 


(2)         obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment
of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,


 


which, in either case, are not callable or redeemable at the
option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest
on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided
that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder
of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment
of principal of or interest on the Government Securities evidenced by such depository receipt.


 


“guarantee” means a guarantee
(other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in
any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness
or other obligations.


 


“Guarantee” means the guarantee
by any Guarantor of the Co-Issuers’ obligations under the Notes and this Indenture.


 


“Guarantee Obligations”
means, as to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness of any other Person
(the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person,
whether or not contingent, (a) to purchase any such Indebtedness or any property constituting direct or indirect security therefor,
(b) to advance or supply funds (i) for the purchase or payment of any such Indebtedness or (ii) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase
property, securities or services primarily for the purpose of assuring the owner of any such Indebtedness of the ability of the
primary obligor to make payment of such Indebtedness or (d) otherwise to assure or hold harmless the owner of such Indebtedness
against loss in respect thereof; provided, however, that the term “Guarantee Obligations” shall not include
endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation
shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee
Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming
such Person is required to perform thereunder) as determined by such Person in good faith.


 




    	 	-19-	 



     


    

 


“Guarantor” means Holdings
and each Subsidiary Guarantor.


 


“Holder” means, at any
time, a Person in whose name a Note is at such time registered on the Note Registrar’s books.


 


“Holdings” has the meaning
assigned to such term in the introductory paragraph to this Indenture; provided that after any transaction permitted under
Section 802 in which Holdings merges, amalgamates or consolidates with or into the Issuer or the Successor Company, references
to Holdings shall be deemed references to the Issuer or the Successor Company, as applicable, in each case, unless the context
requires otherwise.


 


“IFRS” has the meaning
provided in the definition of the term “GAAP.”


 


“incur” has the meaning
specified in Section 1011 of this Indenture.


 


“incurrence” has the meaning
specified in Section 1011 of this Indenture.


 


“Indebtedness” means, with
respect to any Person, (a) all indebtedness of such Person for borrowed money (including, without limitation, BAs under the Senior
Credit Facilities but excluding the impact of capitalized financing costs and prepayment options), (b) the deferred purchase price
of assets or services that in accordance with GAAP would be included as liabilities in the balance sheet of such Person, (c) the
face amount of all letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder,
(d) all Indebtedness of a second Person secured by any Lien on any property owned by such first Person, whether or not such Indebtedness
has been assumed (excluding any Lien created pursuant to the APT Security Agreement), (e) all Finance Lease Obligations of such
Person, (f) all net obligations of such Person under interest rate swap, cap or collar agreements, interest rate future or option
contracts, currency swap agreements, currency future or option contracts, commodity price protection agreements or other commodity
price hedging agreements and other similar agreements, (g) without duplication, all Guarantee Obligations of such Person in respect
of the foregoing and (h) any Disqualified Stock; provided that Indebtedness shall not include (i) trade payables and accrued
expenses, in each case payable directly or through a bank clearing arrangement and arising in the ordinary course of business,
(ii) obligations to make progress or incentive payments under Satellite Purchase Agreements and Launch Services Agreements, in
each case, not overdue by more than 90 days, (iii) deferred or prepaid revenue, (iv) purchase price holdbacks in respect of a portion
of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller, (v) obligations
to make payments to one or more insurers under satellite insurance policies in respect of premiums or the requirement to remit
to such insurer(s) a portion of the future revenues generated by a Satellite which has been declared a constructive total loss,
in each case in accordance with the terms of the insurance policies relating thereto, (vi) Indebtedness of any parent entity appearing
on the balance sheet of Holdings or any Restricted Subsidiary solely by reason of “pushdown” accounting under GAAP,
(vii) Non-Finance Lease Obligations or other obligations under or in respect of straight-line leases, operating leases or Sale
and Lease-Back Transactions (except resulting in Finance Lease Obligations) and (viii) customer deposits made in connection with
the construction or acquisition of a Satellite being constructed or acquired at the request of one or more customers. The amount
of Indebtedness of any Person for purposes of clause (d) shall be deemed to be equal to the lesser of (i) the aggregate unpaid
amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as reasonably determined by such
Person in good faith. The amount of Indebtedness of any Person for purposes of clause (h) shall be deemed to be equal to the greater
of the voluntary or involuntary liquidation preference and maximum fixed repurchase price in respect of such Disqualified Stock.
For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock that does not have a fixed repurchase
price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased
on any date on which Indebtedness shall be required to be determined pursuant to this Agreement, and if such price is based upon,
or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined reasonably and in
good faith by the Board of Directors of Holdings.


 




    	 	-20-	 



     


    

 


“Indenture” means this
instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this Indenture and any such supplemental
indenture, the provisions of the Trust Indenture Act that are specifically incorporated by reference herein and any such supplemental
indenture, respectively.


 


“Independent Director”
means, with respect to the Board of Directors of Holdings, a member of such board who is not an officer, director, employee or
appointee of Loral or its Affiliates (other than Holdings and its Subsidiaries).


 


“Industry Canada” means
Industry Canada or any successor department of the Government of Canada substituted therefor.


 


“Industry Canada Authorizations”
means all authorizations, orders, licenses and exemptions issued by Industry Canada to Holdings or any of its Subsidiaries, pursuant
to authority under the Radiocommunication Act or the Telecommunications Act, as amended, under which Holdings or
any of its Subsidiaries is authorized to launch and operate any of its Satellites or to operate any of its transmit only, receive
only or transmit and receive earth stations or any ancillary terrestrial communications facilities.


 


“Initial Notes” has the
meaning stated in the first recital of this Indenture.


 


“In-Orbit Contingency Protection”
means transponder capacity that, in the good faith determination of the Issuer, is available on a contingency basis from Holdings
or its Restricted Subsidiaries, or any Subsidiary of any parent of the Issuer, directly or from another satellite operator pursuant
to a contractual arrangement, to accommodate the transfer of traffic representing at least 25% of the revenue-generating capacity
with respect to any Satellite (or, if the entire Satellite is not owned by the Issuer or Holdings or any of its Restricted Subsidiaries,
as the case may be, the portion of the Satellite it owns or for which it has risk of loss) that may suffer actual or constructive
total loss and that meets or exceeds the contractual performance specifications for the transponders that had been utilized by
such traffic; it being understood that the Satellite (or portion, as applicable) shall be deemed to be insured for a percentage
of the Satellite’s (or applicable portion’s) net book value for which In-Orbit Contingency Protection is available.


 


“In-Orbit Insurance” means
with respect to any Satellite (or, if the entire Satellite is not owned by the Issuer or any of its Restricted Subsidiaries, as
the case may be, the portion of the Satellite it owns or for which it has risk of loss), insurance (subject to a right of coinsurance
or deductible in an amount up to US $75,000,000) or other contractual arrangement providing for coverage against the risk of loss
of or damage to such Satellite (or portion, as applicable) attaching upon the expiration of the Launch Insurance therefor (or,
if Launch Insurance is not procured, upon the initial completion of in-orbit testing) and attaching, during the commercial in-orbit
service of such Satellite (or portion, as applicable), upon the expiration of the immediately preceding corresponding policy or
other contractual arrangement, as the case may be, subject to the terms and conditions set forth herein.


 




    	 	-21-	 



     


    

 


“Instructions” has the
meaning specified in Section 603 of this Indenture.


 


“Interest Payment Date”
means the Stated Maturity of an installment of interest on the Notes.


 


“Investment Grade Rating”
means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an
equivalent rating by any other Rating Agency.


 


“Investments” means, with
respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees),
advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar
advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required
by GAAP to be classified on the balance sheet (excluding the footnotes) of Holdings in the same manner as the other investments
included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the
definition of “Unrestricted Subsidiary” and Section 1010,


 


(1)         “Investments”
shall include the portion (proportionate to Holdings’ equity interest in such Subsidiary) of the Fair Market Value of the
net assets of a Subsidiary of Holdings at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided,
however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, Holdings shall be deemed to continue to
have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:


 


(x)          Holdings’
“Investment” in such Subsidiary at the time of such redesignation less


 


(y)          the
portion (proportionate to Holdings’ equity interest in such Subsidiary) of the Fair Market Value of the net assets of such
Subsidiary at the time of such redesignation; and


 


(2)         any
property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer.


 


“Issue Date” means November
17, 2016.


 


“Issuer” means the
Person named as the “Issuer” in the first paragraph of this Indenture, until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such successor Person.


 


“Judgment Currency” has
the meaning set forth in Section 118 of this Indenture.


 


“Launch” means, with respect
to any Satellite, the point in time before lift-off of such Satellite at which risk of loss of such Satellite passes to the applicable
Satellite Purchaser under the terms of the applicable Satellite Purchase Agreement, unless risk of loss thereunder is to pass to
such Satellite Purchaser after lift-off, in which case “Launch” shall mean the intentional ignition of the first stage
engines of the launch vehicle that has been integrated with such Satellite.


 




    	 	-22-	 



     


    

 


“Launch Insurance” means,
with respect to any Satellite, insurance for risks of loss of and damage to such Satellite attaching not later than the time of
Launch and continuing at least until the successful or unsuccessful attempt to achieve physical separation of such Satellite from
the launch vehicle that had been integrated with such Satellite.


 


“Launch Services Agreement”
means, with respect to any Satellite, the agreement between the applicable Satellite Purchaser and the applicable Launch Services
Provider relating to the launch of such Satellite.


 


“Launch Services Provider”
means, with respect to any Satellite, the provider of launch services for such Satellite pursuant to the terms of the Launch Services
Agreement related thereto.


 


“Legal Defeasance” has
the meaning specified in Section 1302 of this Indenture.


 


“Legal Holiday” means a
Saturday, a Sunday or a day on which banking institutions in New York City or Toronto are authorized or required by law to remain
closed.


 


“Lien” means, with respect
to any asset, any mortgage, lien, pledge, hypothec, charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing
of or agreement to give any financing statement under the Uniform Commercial Code or Personal Property Security Act (or equivalent
statutes) of any jurisdiction; provided that in no event shall any lease (other than a Finance Lease Obligation) entered
into in the ordinary course of business be deemed to constitute a Lien. For the avoidance of doubt, in no event shall a Non-Finance
Lease Obligation be deemed to be a Lien.


 


“Loral” means Loral Space
& Communications Inc.


 


“Market Capitalization”
means an amount equal to (i) the total number of issued and outstanding shares of Capital Stock of Holdings, the Issuer or any
parent entity of Holdings so long as Holdings is a Wholly-Owned Subsidiary of such entity on a fully diluted basis on the date
of the declaration of the relevant dividend multiplied by (ii) the arithmetic mean of the closing prices per share of such Capital
Stock on the principal securities exchange on which such common Capital Stock is traded for the 30 consecutive trading days immediately
preceding the date of declaration of such Restricted Payment.


 


“Maturity,” when used with
respect to any Note, means the date on which the principal of such Note or an installment of principal becomes due and payable
as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption or otherwise.


 


“Mezzanine Securities”
means the securities periodically issued by the Issuer in favor of Loral as satisfaction of the Issuer’s payments under the
Consulting Services Agreement.


 


“Moody’s” means Moody’s
Investors Service, Inc. and any successor to its rating agency business.


 




    	 	-23-	 



     


    

 


“Named Satellites” means
the Satellites commonly referred to as Anik F1R, Anik F2, Anik F3, Telstar 11N, Nimiq 4, Nimiq 5, Nimiq 6, Anik G1, Telstar 12
VANTAGE (following the expiry of its applicable Launch Insurance), Telstar 18 VANTAGE (following its successful launch and the
expiry of its applicable Launch Insurance) and Telstar 19 VANTAGE (following its successful launch and the expiry of its applicable
Launch Insurance).


 


“Nationally Recognized Independent
Financial Advisor” means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing
that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.


 


“Net Proceeds” means, with
respect to any Asset Sale, (a) the gross cash proceeds (including payments from time to time in respect of installment obligations,
if applicable) received by or on behalf of Holdings or any of the Restricted Subsidiaries in respect of such Asset Sale less (b)
the sum of:


 


(1)         the
amount, if any, of all Taxes paid or estimated to be payable by Holdings or any of the Restricted Subsidiaries in connection with
such Asset Sale,


 


(2)         the
amount of any reasonable reserve established in accordance with GAAP against any liabilities (other than any Taxes deducted pursuant
to clause (1) above) (x) associated with the assets that are the subject of such Asset Sale and (y) retained by Holdings or any
of the Restricted Subsidiaries; provided that the amount of any subsequent reduction of such reserve (other than in connection
with a payment in respect of any such liability) shall be deemed to be Net Proceeds of such an Asset Sale occurring on the date
of such reduction,


 


(3)         the
amount of any Indebtedness (other than Indebtedness described in clause (1) of the second paragraph of Section 1018) secured by
a Lien on the assets that are the subject of such Asset Sale to the extent that the instrument creating or evidencing such Indebtedness
requires that such Indebtedness be repaid upon consummation of such Asset Sale, and


 


(4)         reasonable
and customary fees, commissions, expenses, issuance costs, discounts and other costs paid by Holdings or any of the Restricted
Subsidiaries, as applicable, in connection with such Asset Sale (other than those payable to Holdings or any Subsidiary of Holdings),
in each case only to the extent not already deducted in arriving at the amount referred to in clause (a) above.


 


“Non-Finance Lease Obligations”
means a lease obligation that is not required to be accounted for as a financing or capital lease on both the balance sheet and
the income statement for financial reporting purposes in accordance with GAAP. For avoidance of doubt, a straight-line or operating
lease shall be considered a Non-Finance Lease Obligation.


 


“Non-Successor Person”
has the meaning specified in Section 802 of this Indenture.


 


“Non-U.S. Person” means
a Person who is not a U.S. Person.


 


“Note Register” and “Note
Registrar” have the respective meanings specified in Section 304.


 


“Notes” has the meaning
stated in the first recital to this Indenture and more particularly means any Notes authenticated and delivered under this Indenture.
The Initial Notes and the Additional Notes shall be treated as a single class for all purposes of this Indenture, and unless the
context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes.


 




    	 	-24-	 



     


    

 


“Obligations” means any
principal, interest, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters
of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest,
penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any
Indebtedness.


 


“Offer Amount” has the
meaning specified in Section 1110 of this Indenture.


 


“Offer Period” has the
meaning specified in Section 1110 of this Indenture.


 


“Offering Memorandum” shall
mean the Offering Memorandum, dated November 9, 2016, relating to the sale of the Initial Notes.


 


“Officer” means the Chairman
of the Board of Directors, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice
President, the Treasurer or the Secretary of the Issuer or Holdings, or if acting in connection with the Co-Issuer, the Co-Issuer.


 


“Officer’s Certificate”
means a certificate signed on behalf of the Issuer by an Officer of the Issuer or Holdings or on behalf of any other Person, as
the case may be, that meets the requirements set forth in this Indenture and is delivered to the Trustee.


 


“Opinion of Counsel” means
a written opinion from legal counsel, who may be an employee of or counsel to the Issuer or Holdings, which opinion may be subject
to customary assumptions and exclusions.


 


“Outstanding”, when used
with respect to Notes, means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture,
except:


 


(1)         Notes
theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;


 


(2)         Notes,
or portions thereof, for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee
or any Paying Agent (other than Holdings) in trust or set aside and segregated in trust by Holdings (if Holdings shall act as its
own Paying Agent) for the Holders of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;


 


(3)         Notes,
except to the extent provided in Sections 1302 and 1303, with respect to which Holdings has effected Legal Defeasance or Covenant
Defeasance as provided in Article Thirteen; and


 


(4)         Notes
which have been paid pursuant to Section 305 or in exchange for or in lieu of which other Notes have been authenticated and delivered
pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Notes are held by a Protected Purchaser in whose hands the Notes are valid obligations of Holdings;


 




    	 	-25-	 



     


    

 


provided, however, that in determining whether
the Holders of the requisite principal amount of Outstanding Notes have given any request, demand, authorization, direction, consent,
notice or waiver hereunder, and for the purpose of making the calculations required by TIA Section 313, Notes owned by the Company
or any other obligor upon the Notes or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be protected in making such calculation or in relying upon
any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded.


 


“Pari Passu Indebtedness”
means with respect to any Person:


 


(1)         Indebtedness
of such Person, whether outstanding on the Issue Date or thereafter incurred; and


 


(2)         all
other Obligations of such Person (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization
relating to such Person whether or not post-filing interest is allowed in such proceeding) in respect of Indebtedness described
in clause (1) above,


 


unless, in the case of clauses (1) and (2) above, in the instrument
creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such Indebtedness or other Obligations
are subordinate in right of payment to the Notes or the Guarantee of such Person, as the case may be; provided, however,
that Pari Passu Indebtedness shall not include:


 


(A)         any
obligation of such Person to Holdings or any Subsidiary;


 


(B)         any
liability for federal, state, local or other taxes owed or owing by such Person;


 


(C)         any
accounts payable or other liability to trade creditors arising in the ordinary course of business; or


 


(D)         any
Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other
Obligation of such Person.


 


“Paying Agent” means any
Person (including the Issuer acting as Paying Agent) authorized by the Issuer to pay the principal of (and premium, if any) or
interest on any Notes on behalf of the Issuer.


 


“Permitted Asset Swap”
means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash
or Cash Equivalents between Holdings or any of its Restricted Subsidiaries and another Person.


 


“Permitted Debt” has the
meaning specified in Section 1011 of this Indenture.


 


“Permitted Holders” means
each of (a) (i) Loral, (ii) PSP, (iii) MHR Fund Management LLC, (iv) Intelsat, Ltd., (v) SES SA, (vi) Eutelsat Communications SA,
(vii) EchoStar Corporation, (viii) Dish Network Corporation, (ix) Inmarsat plc and (x) their respective Affiliates (including,
for the avoidance of doubt, any limited partnership, the general partner of which is owned by a convenience party, such as a trust
for the benefit of a charity, such general partner, any trust controlling such general partner, and such convenience party), (b)
members of management of Holdings who are shareholders of Holdings on the Issue Date and (c) any Person, entity or “group”
(within the meaning of Section 13(d) or 14(d) of the Exchange Act (or any successor provision)) the members of which include any
of the Permitted Holders specified in clauses (a) and (b) above (a “Permitted Holder Group”); provided
that, in the case of any Permitted Holder Group, the Permitted Holders specified in clauses (a) and (b) above collectively own,
directly or indirectly, without giving effect to the existence of such group, Equity Interests having more than 50.0% of the total
voting power of the Voting Stock of Holdings held by such Permitted Holder Group; provided, further, that,
in the case of clauses (a)(iv) through (a)(ix) (and clause (a)(x) solely with respect to clauses (a)(iv) through (a)(ix)) of this
definition, a Rating Decline shall not have occurred in connection with the transaction (including any incurrence of Indebtedness
used to finance the acquisition thereof) involving such Permitted Holder that would have resulted in a Change of Control (but for
the terms of this definition) and provided, further, that the notice referred to in the definition of Rating Decline has
been given to each of the Rating Agencies.


 




    	 	-26-	 



     


    

 


“Permitted Investments”
means:


 


(1)         any
Investment in (x) Holdings or any Guarantor or (y) in a Restricted Subsidiary that is not a Guarantor, in the case of this clause
(y) in an aggregate amount since the Issue Date not to exceed the greater of US$180,000,000 and 4.0% of Total Assets at the time
of such Investment;


 


(2)         any
Investment in cash and Cash Equivalents;


 


(3)         any
Investment by Holdings or any Restricted Subsidiary of Holdings in a Person that is engaged in a Similar Business if as a result
of such Investment:


 


(a)          such
Person becomes a Restricted Subsidiary, or


 


(b)          such
Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers
or conveys substantially all of its assets to, or is liquidated into, Holdings or a Restricted Subsidiary;


 


(4)         any
Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale
made pursuant to Section 1018, or any other disposition of assets not constituting an Asset Sale;


 


(5)         any
Investment existing on the Issue Date;


 


(6)         any
Investment acquired by Holdings or any Restricted Subsidiary


 


(a)          in
exchange for any other Investment or accounts receivable held by Holdings or any such Restricted Subsidiary in connection with
or as a result of a bankruptcy, workout, reorganization or recapitalization of Holdings or such Restricted Subsidiary of such other
Investment or accounts receivable or


 


(b)          as
a result of a foreclosure by Holdings or any Restricted Subsidiary with respect to any secured Investment or other transfer of
title with respect to any secured Investment in default;


 


(7)         Swap
Obligations permitted under clause (j) of the second paragraph of Section 1011;


 


(8)         Investments
the payment for which consists of Equity Interests of Holdings, or any of its direct or indirect parent companies (exclusive of
Disqualified Stock); provided, however, that such Equity Interests shall not increase the amount available for Restricted
Payments under the calculation set forth in the definition of the term “Applicable Amount”;


 




    	 	-27-	 



     


    

 


(9)         guarantees
of Indebtedness permitted under Section 1011;


 


(10)        any
transaction to the extent it constitutes an investment that is permitted and made in accordance with the second paragraph of Section
1013 (except transactions described in clauses (2) and (4) of the second paragraph of Section 1013);


 


(11)        Investments
consisting of purchases and acquisitions of inventory, supplies, material or equipment;


 


(12)        if
no Default or Event of Default has occurred and is continuing, additional Investments having an aggregate Fair Market Value, taken
together with all other Investments made pursuant to this clause (12) (without giving effect to the sale of an Unrestricted Subsidiary
to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed since the Issue Date the
greater of US$150,000,000 and 3.25% of Total Assets at the time of such Investments (with the Fair Market Value of each Investment
being measured at the time made and without giving effect to subsequent changes in value);


 


(13)        advances
to employees not in excess of the greater of US$10,000,000 and 0.25% of Total Assets outstanding at any one time, in the aggregate;


 


(14)        loans
and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses,
in each case incurred in the ordinary course of business; and


 


(15)        additional
Investments, so long as on a pro forma basis after giving effect to such Investment and the incurrence of any related Indebtedness,
the Total Net Leverage Ratio for the Test Period immediately preceding such date shall be less than or equal to 3.50 to 1.00.


 


“Permitted Liens” means,
with respect to any Person:


 


(1)         pledges
or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good
faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such
Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government
bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for the payment of rent, in each
case incurred in the ordinary course of business;


 


(2)         Liens
imposed by law, such as carriers’, landlords’ liens, warehousemen’s, storers’, repairers’ and mechanics’
Liens and other similar Liens arising in the ordinary course of business, in each case for sums not yet due or being contested
in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to
which such Person shall then be proceeding with an appeal or other proceedings for review;


 


(3)         Liens
for taxes, assessments or other governmental charges not yet due or payable or which are being contested in good faith by appropriate
proceedings;


 


(4)         Liens
in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of
credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;


 




    	 	-28-	 



     


    

 


(5)         minor
survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers,
electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real
properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were
not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties
or materially impair their use in the operation of the business of such Person;


 


(6)         Liens
securing Indebtedness permitted to be incurred pursuant to clause (a), (d) or (m) of the definition of “Permitted Debt”;
provided that in the case of such clause (d) such Liens shall not extend to any assets other than the specified asset being
financed (and insurance proceeds related thereto) and additions and improvements thereon and in the case of such clause (m) such
Liens shall not attach to any assets other than the specified asset being financed (including satellite, launch and related revenue
contracts and insurance proceeds);


 


(7)         Liens
existing on the Issue Date;


 


(8)         Liens
on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such
Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a subsidiary; provided,
further, however, that such Liens may not extend to any other property owned by Holdings or any Restricted Subsidiary;


 


(9)         Liens
on property at the time Holdings or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger,
amalgamation or consolidation with or into Holdings or any Restricted Subsidiary; provided, however, that
such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further,
however, that the Liens may not extend to any other property owned by Holdings or any Restricted Subsidiary;


 


(10)        Liens
placed upon the capital stock of any Restricted Subsidiary acquired in an acquisition or similar transaction permitted by this
Indenture to secure Indebtedness incurred pursuant to clause (o)(y) of the definition of “Permitted Debt” and/or Liens
placed upon the assets of any such Restricted Subsidiary so acquired to secure a guarantee by such Restricted Subsidiary of any
such Indebtedness of Holdings or any other Restricted Subsidiary;


 


(11)        Liens
securing Indebtedness or other obligations of a Restricted Subsidiary owing to Holdings or another Restricted Subsidiary permitted
to be incurred in accordance with Section 1011 hereof;


 


(12)        Liens
securing Swap Obligations (including Liens in favor of a counterparty to a swap or similar agreement on Holdings’ or any
Restricted Subsidiary’s rights under such agreement) and Cash Management Obligations, in each case so long as the related
Indebtedness is permitted to be incurred under this Indenture;


 


(13)        Liens
on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of
bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of
such inventory or other goods;


 




    	 	-29-	 



     


    

 


(14)        leases
and subleases of real property which do not materially interfere with the ordinary conduct of the business of Holdings or any of
the Restricted Subsidiaries;


 


(15)        Liens
arising from Uniform Commercial Code or Personal Property Security Act financing statement filings regarding operating leases entered
into by Holdings and its Restricted Subsidiaries in the ordinary course of business;


 


(16)        Liens
(including Liens in connection with Sale and Lease-Back Transactions) in favor of the Co-Issuers or any Guarantor;


 


(17)        Liens
on equipment of Holdings or any Restricted Subsidiary granted in the ordinary course of business to a client of Holdings or a Restricted
Subsidiary at which such equipment is located;


 


(18)        Liens
to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals
or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7),
(8), (9), (10), (11), (12) and (16); provided, however, that (x) such new Lien shall be limited to all or
part of the same property that secured the original Lien (plus improvements on such property), and (y) the Indebtedness secured
by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater,
committed amount of the Indebtedness described under clauses (6), (7), (8), (9), (10), (11), (12) and (16) at the time the original
Lien became a Permitted Lien under this Indenture, and (B) an amount necessary to pay any fees and expenses, including premiums,
related to such refinancing, refunding, extension, renewal or replacement;


 


(19)        deposits
made in the ordinary course of business to secure liability to insurance carriers;


 


(20)        reservations,
limitations, provisos and conditions expressed in any original grant from the Canadian Crown or other grants of real or immovable
property, or interests therein;


 


(21)        the
right reserved to or vested in any Governmental Authority by the terms of any lease, license, franchise, grant or permit acquired
by Holdings or any of its Restricted Subsidiaries or by any statutory provision to terminate any such lease, license, franchise,
grant or permit, or to require annual or other payments as a condition to the continuance thereof;


 


(22)        security
given to a public utility or any Governmental Authority when required by such utility or authority in connection with the operations
of Holdings or any of its Restricted Subsidiaries in the ordinary course of its business;


 


(23)        subdivision
agreements, site plan control agreements, development agreements, servicing agreements, cost sharing, reciprocal and other similar
agreements with municipal and other Governmental Authorities affecting the development, servicing or use of a property, provided
the same are complied with in all material respects except as such non-compliance does not interfere in any material respect as
determined in good faith by the Issuer with the business of Holdings and its Subsidiaries taken as a whole;


 


(24)        facility
cost sharing, servicing, reciprocal or other similar agreements related to the use and/or operation of a property in the ordinary
course of business, provided the same are complied with in all material respects;


 




    	 	-30-	 



     


    

 


(25)        Liens
in favor of customers on Satellites or portions thereof (including insurance proceeds relating thereto) or the satellite construction
or acquisition agreement being relating thereto in the event such Satellites or portions thereof are being constructed or acquired
at the request of one or more customers to secure repayment of deposits and related amounts;


 


(26)        restrictions
in condosat agreements or revenue agreements (as any such condosat agreements or revenue agreements may from time to time be modified,
supplemented, amended, renewed or replaced, the “Subject Agreements”) relating to transponders that restrict
sales, dispositions, leases or security interests on satellites to any third party purchaser, lessee or secured party unless such
purchaser or lessee of such satellite agrees to (or, in the case of a security interest in such satellite, the secured party agrees
pursuant to a non-disturbance agreement that in connection with the enforcement of any such security interest or the realization
upon any such security interest, such secured party agrees that, prior to or concurrently with the transfer becoming effective,
the person to whom the satellite bus shall be transferred shall agree that such transferee shall) be subject to the terms of the
applicable Subject Agreement and provided that, with respect to any Subject Agreement entered into after the Issue Date,
Holdings and/or the applicable Restricted Subsidiaries shall have used their commercially reasonable efforts in negotiating such
Subject Agreement so that such Subject Agreement does not contain such restrictions;


 


(27)        deemed
trusts created by operation of law in respect of amounts which are (i) not yet due and payable, (ii) immaterial, (iii) being contested
in good faith and by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP or (iv)
unpaid due to inadvertence after exercising due diligence;


 


(28)        [reserved];


 


(29)        other
Liens so long as the aggregate principal amount of the obligations so secured does not exceed the greater of US$150,000,000 and
3.25% of Total Assets at any one time outstanding;


 


(30)        ground leases in respect
of real property on which facilities owned or leased by Holdings or any of its Subsidiaries are located;


 


(31)        Liens in favor of customs
and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;


 


(32)        any interest or title of
a lessor or secured by a lessor’s interest under any lease permitted by this Indenture (other than in respect of a Finance
Lease Obligation), together with all Liens of whatsoever nature permitted or created by such lessor or any fee owner of the property
or any predecessor in title, including in connection with any Sale and Lease-Back Transaction;


 


(33)        Liens on goods the purchase
price of which is financed by a documentary letter of credit issued for the account of Holdings or any of its Subsidiaries; provided
that such Lien secures only the obligations of Holdings or such Subsidiaries in respect of such letter of credit to the extent
permitted under Section 1011; and


 


(34)        Liens created in the ordinary
course of business in favor of banks and other financial institutions over credit balances of any bank accounts of Holdings and
the Restricted Subsidiaries held at such banks or financial institutions, as the case may be, to facilitate the operation of cash
pooling and/or interest set-off arrangements in respect of such bank accounts in the ordinary course of business.


 




    	 	-31-	 



     


    

 


For purposes of this definition, the term
“Indebtedness” shall be deemed to include interest on such Indebtedness.


 


“Person” means any individual,
corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other entity.


 


“Personal Property Security Act”
means the Personal Property Security Act (Ontario) and any successor or replacement legislation thereto.


 


“Predecessor Note” of any
particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note;
and, for the purposes of this definition, any Note authenticated and delivered under Section 305 in exchange for a mutilated Note
or in lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
Note.


 


“primary obligor” has the
meaning provided in the definition of the term “Guarantee Obligations.”


 


“Prospective Purchaser”
has the meaning specified in Section 1009 of this Indenture.


 


“Protected Purchaser” has
the meaning specified in Section 305 of this Indenture.


 


“PSP” means Public Sector
Pension Investment Board, a Canadian federal special Act corporation.


 


“Public Debt” means any
Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering registered
under the Securities Act or (b) a private placement to institutional investors that is underwritten for resale in accordance with
Rule 144A or Regulation S of the Securities Act, whether or not it includes registration rights entitling the holders of such debt
securities to registration thereof with the SEC. The term “Public Debt” (i) shall not include the Initial Notes (or
any Additional Notes) and (ii) for the avoidance of doubt, shall not be construed to include any Indebtedness issued to institutional
investors in a direct placement of such Indebtedness that is not underwritten by an intermediary (it being understood that, without
limiting the foregoing, a financing that is distributed to not more than ten Persons (provided that multiple managed accounts and
affiliates of any such Persons shall be treated as one Person for the purposes of this definition) shall be deemed not to be underwritten),
or any Indebtedness under the Senior Credit Facilities, commercial bank or similar Indebtedness, Finance Lease Obligation or recourse
transfer of any financial asset or any other type of Indebtedness Incurred in a manner not customarily viewed as a “securities
offering.”


 


“Purchase Date” has the
meaning specified in Section 1110 of this Indenture.


 


“Qualified IPO” means a
public offering (other than a public offering pursuant to a registration statement on Form S-8) of the Voting Stock of Holdings
or the Issuer or any other direct or indirect parent entity thereof pursuant to an effective registration statement filed with
the SEC in accordance with the Securities Act or a final prospectus for which a receipt has been issued by one or more securities
commissions or regulatory authorities in the provinces or territories of Canada (in each case, whether alone or in connection with
a secondary public offering), and also includes any transaction whereby the Issuer or any other direct or indirect parent entity
thereof becomes a reporting issuer in any province or territory in Canada.


 




    	 	-32-	 



     


    

 


“Qualified Proceeds” means
the Fair Market Value of assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business.


 


“Rating Agency” means Moody’s
and S&P or if Moody’s or S&P or both shall not make a rating on the Notes (or the applicable security) publicly available,
a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer (in the case of the Notes,
as certified by a Board Resolution) which shall be substituted for Moody’s or S&P or both, as the case may be.


 


“Rating Decline” means
the occurrence on any date from and after the date of the public notice by Holdings, the Issuer or another Person seeking to effect
a transaction that would be a Change of Control (but for the definition of Permitted Holder) or an arrangement that, in the good
faith judgment of the Issuer, would be expected to result in a Change of Control (but for the definition of Permitted Holder) until
the end of the 30-day period following such public notice or the abandonment of the proposed transaction (which period shall be
extended an additional 30 days if the rating of the Notes is under publicly announced consideration for possible downgrade by any
Rating Agency at the end of the initial 30-day period) of: (1) a decline in the rating of the Notes by any Rating Agency by
at least one notch in the gradation of the rating scale (e.g., + or – for S&P or 1, 2 and 3 for Moody’s)
or of the credit outlook with respect thereto from such Rating Agency’s rating of the Notes; or (2) withdrawal by any Rating
Agency of such Rating Agency’s rating of the Notes.


 


“Record Date” has the meaning
specified in Section 301 of this Indenture.


 


“Redemption Date,” when
used with respect to any Note to be redeemed, in whole or in part, means the date fixed for such redemption by or pursuant to this
Indenture.


 


“Redemption Price,” when
used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.


 


“Refinancing Indebtedness”
has the meaning specified in Section 1011 of this Indenture.


 


“Refunding Capital Stock”
has the meaning specified in Section 1010 of this Indenture.


 


“Reinvestment Period” has
the meaning specified in Section 1018 of this Indenture.


 


“Related Business Assets”
means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received
by Holdings or a Restricted Subsidiary in exchange for assets transferred by Holdings or a Restricted Subsidiary shall not be deemed
to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person,
such Person would become a Restricted Subsidiary.


 


“Relevant Taxing Jurisdiction”
has the meaning specified in Section 1022 of this Indenture.


 


“Replacement Commitment”
has the meaning specified in Section 1018 of this Indenture.


 


“Responsible Officer,”
when used with respect to the Trustee, any officer assigned to the Corporate Trust Division - Corporate Finance Unit (or any successor
division or unit) of the Trustee located at the Corporate Trust Office of the Trustee, who shall have direct responsibility for
the administration of this Indenture, and for the purposes of Section 601(c)(2) and Section 602 shall also include any other officer
of the Trustee to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with
the particular subject.


 




    	 	-33-	 



     


    

 


“Restricted Investment”
means an Investment other than a Permitted Investment.


 


“Restricted Payments” has
the meaning specified in Section 1010 of this Indenture.


 


“Restricted Subsidiary”
means, at any time, any direct or indirect Subsidiary of Holdings that is not then an Unrestricted Subsidiary; provided,
however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary
shall be included in the definition of “Restricted Subsidiary.”


 


“Retired Capital Stock”
has the meaning specified in Section 1010 of this Indenture.


 


“Reversion Date” has the
meaning specified in Section 1019 of this Indenture.


 


“S&P” means Standard
& Poor’s Ratings Group, Inc. and any successor to its rating agency business.


 


“Sale and Lease-Back Transaction”
means any arrangement with any Person providing for the leasing by Holdings or any Restricted Subsidiary of any real or tangible
personal property, which property has been or is to be sold or transferred by Holdings or such Restricted Subsidiary to such Person
in contemplation of such leasing.


 


“Satellite” means any satellite
owned by, leased to or for which a contract to purchase has been entered into by, Holdings or any of its Subsidiaries, whether
such satellite is in the process of manufacture, has been delivered for launch or is in orbit (whether or not in operational service).


 


“Satellite Manufacturer”
means, with respect to any Satellite, the prime contractor and manufacturer of such Satellite.


 


“Satellite Purchase Agreement”
means, with respect to any Satellite, the agreement between the applicable Satellite Purchaser and either (i) the applicable Satellite
Manufacturer relating to the manufacture, testing and delivery of such Satellite or (ii) the applicable seller relating to the
purchase and sale of such Satellite.


 


“Satellite Purchaser” means
Holdings or a Restricted Subsidiary that is a party to a Satellite Purchase Agreement or Launch Services Agreement, as the case
may be.


 


“SEC” means the Securities
and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution
of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time.


 


“Secured Indebtedness”
means any Indebtedness secured by a Lien on property or assets of Holdings or a Restricted Subsidiary.


 


“Securities Act” means
the Securities Act of 1933 and the rules and regulations of the SEC promulgated thereunder.


 




    	 	-34-	 



     


    

 


“Senior Credit Facilities”
means the Amended and Restated Credit Agreement dated as of the Issue Date by and among Holdings, the Co-Issuers, the guarantors
party thereto, the lenders party thereto in their capacities as lenders thereunder, JPMorgan Chase Bank, N.A, as Administrative
Agent and Collateral Agent, J.P. Morgan Securities LLC (“JPM Securities”) and Credit Suisse Securities (USA)
LLC (“CS Securities”), Goldman Sachs Bank USA (“Goldman”) and Morgan Stanley Senior Funding,
Inc. (“MS”) as Joint Lead Arrangers and Joint Book Runners with respect to the term loan facility, Canadian
Imperial Bank of Commerce (“CIBC”), BMO Capital Markets Corp. (“BMO”), RBC Capital Markets
(“RBC”) and TD Bank, N.A. (“TD Bank”) as joint lead arrangers and joint bookrunners with
respect to the revolving credit facility, CIBC, BMO, RBC and TD Bank as Co-Managers and Co-Documentation Agents with respect to
the term loan facility, JPM Securities, CS Securities, Goldman and MS as Co-Managers and Co-Documentation Agents with respect to
the revolving credit facility, and the other parties thereto, including any guarantees, collateral documents, instruments and agreements
executed in connection therewith, and any amendments, waivers, supplements, modifications, extensions, renewals, restatements,
refundings or other restructuring thereof and any indentures or credit facilities or commercial paper facilities with banks or
other institutional lenders or investors that replace, refund, refinance or otherwise restructure all or any part of the loans,
notes, other credit facilities or commitments thereunder or any successor or replacement loans, notes, other credit facilities
or commitments thereunder, including any such replacement, refunding, refinancing or other restructuring facility or indenture
that increases the amount borrowable thereunder, alters the maturity thereof or alters the parties thereto.


 


“Senior Secured Net Leverage Ratio”
means, as of any date of determination, the ratio of (a) Consolidated Total Secured Debt as of the last day of the Test Period
most recently ended on or prior to such date of determination minus up to US$100,000,000 of cash and Cash Equivalents of
Holdings and its Restricted Subsidiaries to the extent not designated as restricted cash on the consolidated balance sheet of Holdings
and its Restricted Subsidiaries in accordance with GAAP to (b) Consolidated EBITDA for such Test Period. The Issuer may elect,
pursuant to an Officer’s Certificate delivered to the Trustee, to treat all or any portion of a revolving commitment under
any Credit Facility as incurred and outstanding Indebtedness for borrowed money at the time of such election and for so long as
such revolving commitments remain outstanding, regardless of whether fully drawn at the time of such election. As a result of any
such election, any subsequent incurrence of Indebtedness under such revolving commitment shall not be deemed an incurrence of additional
Indebtedness or an additional Lien at such subsequent time. As of the Issue Date, the Senior Secured Net Leverage Ratio will be
calculated using a Canadian dollar equivalent for Consolidated Total Secured Debt. If Holdings changes its functional currency
to U.S. Dollars, the Senior Secured Net Leverage Ratio will be calculated using a U.S. Dollar equivalent for Consolidated Total
Secured Debt.


 


“Significant Subsidiary”
means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation
S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.


 


“Similar Business” means
any business conducted or proposed to be conducted by Holdings and its Restricted Subsidiaries on the Issue Date or any business
that is similar, reasonably related, incidental or ancillary thereto.


 


“Skynet” means Loral
Skynet Corporation, a Delaware corporation.


 


“Sold Entity or Business”
has the meaning provided in the definition of the term “Consolidated EBITDA.”


 




    	 	-35-	 



     


    

 


“Stated Maturity,” when
used with respect to any Note or any installment of principal thereof or interest thereon, means the date specified in such Notes
as the fixed date on which the principal of such Notes or such installment of principal or interest is due and payable.


 


“Subject Agreements” has
the meaning provided in the definition of the term “Permitted Liens.”


 


“Subordinated Indebtedness”
means:


 


(1)         with
respect to any Co-Issuer, any Indebtedness of such Co-Issuer which is by its terms subordinated in right of payment to the Notes,
and


 


(2)         with
respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to the Guarantee
of such Guarantor.


 


“Subsidiary” means, with
respect to any Person,


 


(1)         any
corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar
entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or
controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof
and


 


(2)         any
partnership, joint venture, limited liability company or similar entity of which:


 


(x)          more
than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests,
as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that
Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and


 


(y)          such
Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.


 


“Subsidiary Guarantor”
means each Subsidiary of Holdings (other than the Issuer or the Co-Issuer) that executes a Guarantee.


 


“Successor Company” has
the meaning specified in Section 801 of this Indenture.


 


“Successor Parent” has
the meaning specified in Section 802 of this Indenture.


 


“Successor Person” has
the meaning specified in Section 802 of this Indenture.


 


“Suspended Covenants” has
the meaning specified in Section 1019 of this Indenture.


 


“Suspension Date” has the
meaning specified in Section 1019 of this Indenture.


 


“Suspension Period” has
the meaning specified in Section 1019 of this Indenture.


 




    	 	-36-	 



     


    

 


“Swap Agreement” means
any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or
settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial
or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of
these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided
by current or former directors, officers, employees or consultants of Holdings or any of its Subsidiaries shall be a Swap Agreement.


 


“Swap Obligations” means
obligations under or with respect to Swap Agreements.


 


“Tax” means any tax, duty,
levy, impost, assessment or similar governmental charge (including penalties, interest and any other liabilities related thereto)
and, for the avoidance of doubt, including any withholding or deduction for or on account of any of the foregoing.


 


“Taxing Authority” means
any government or political subdivision or territory or possession of any government or any authority or agency therein or thereof
having power to tax.


 


“Test Period” means, on
any date of determination, the period of four consecutive fiscal quarters of Holdings then most recently ended (taken as one accounting
period) for which internal financial statements are available.


 


“The SpaceConnection, Inc.”
means The SpaceConnection, Inc., a Nevada corporation, and its successors.


 


“Total Assets” means the
total assets of Holdings and the Restricted Subsidiaries, as shown on the most recent balance sheet of Holdings and its Restricted
Subsidiaries provided to the Trustee and Holders, in conformity with GAAP.


 


“Total Net Leverage Ratio”
means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness as of the last day of the Test Period
most recently ended on or prior to such date of determination minus up to US$100,000,000 of cash and Cash Equivalents of
Holdings and its Restricted Subsidiaries to the extent not designated as restricted cash on the consolidated balance sheet of Holdings
and its Restricted Subsidiaries in accordance with GAAP to (b) Consolidated EBITDA for such Test Period. As of the Issue Date,
the Senior Secured Net Leverage Ratio will be calculated using a Canadian Dollar equivalent for Consolidated Total Secured Debt.
If Holdings changes its functional currency to U.S. Dollars, the Senior Secured Net Leverage Ratio will be calculated using a U.S.
Dollar equivalent for Consolidated Total Secured Debt.


 


“Transaction Expenses”
means any fees or expenses incurred or paid by Holdings or any of its Subsidiaries in connection with the Transactions, the Initial
Notes, the Senior Credit Facilities and the related loan documents and the transactions contemplated thereby.


 


“Transactions” means, collectively,
(a) the issuance of the Initial Notes, (b) the execution and delivery of the loan documents relating to the Senior Credit Facilities
and the making of the initial borrowings thereunder, (c) the redemption of the existing 6.0% Senior Notes due 2017, (d) the repayment
and amendment and restatement of the existing credit agreement of the Co-Issuers and the guarantors party thereto dated March 28,
2012, (e) the consummation of any other transactions in connection with the foregoing, and (f) the payment of all fees and expenses
to be paid on or prior to the Issue Date and owing in connection with the foregoing.


 




    	 	-37-	 



     


    

 


“Treasury Rate” means,
as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available
at least two Business Days prior to the redemption date (or, if such Federal Reserve Statistical Release is no longer published,
any publicly available source of similar market data)) most nearly equal to the period from the redemption date to the First Call
Date; provided, however, that if the period from the redemption date to the First Call Date is less than one
year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year
will be used.


 


“Trust Indenture Act” or
“TIA” means the Trust Indenture Act of 1939 as in force at the date as of which this Indenture was executed,
except as provided in Section 905.


 


“Trustee” means The Bank
of New York Mellon, a New York banking corporation, until a successor replaces it and, thereafter, means the successor.


 


“Uniform Commercial Code”
means the New York Uniform Commercial Code as in effect from time to time.


 


“Unrestricted Subsidiary”
means:


 


(1)         any
Subsidiary of Holdings (other than any Co-Issuer) which at the time of determination is an Unrestricted Subsidiary (as designated
by the Board of Directors of Holdings, as provided below), and


 


(2)         any
Subsidiary of an Unrestricted Subsidiary.


 


The Board of Directors of Holdings may designate
any Subsidiary of Holdings (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted
Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any
Lien on, any property of, Holdings, the Issuer or any of their Subsidiaries (other than any Subsidiary of the Subsidiary to be
so designated), provided that


 


(a)          any
Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other equity interests (including partnership
interests) entitled to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary
voting power for the election of directors or other governing body are owned, directly or indirectly, by Holdings,


 


(b)          such
designation complies with Section 1010, and


 


(c)          each
of


 


(1)         the
Subsidiary to be so designated and


 


(2)         its
Subsidiaries


 


has not at the time of designation, and does not thereafter,
create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant
to which the lender has recourse to any of the assets of Holdings or any Restricted Subsidiary.


 




    	 	-38-	 



     


    

 


The Board of Directors of Holdings may designate
any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that (1) immediately after giving effect to such designation
no Default or Event of Default shall have occurred and be continuing and (2) Holdings could incur at least US$1.00 of additional
Indebtedness pursuant to the Total Net Leverage Ratio test described in the first paragraph of Section 1011.


 


Any such designation by the Board of Directors
of Holdings shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving
effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.


 


“U.S. Person” means a U.S.
Person as defined in Rule 902(k) promulgated under the Securities Act.


 


“Vice President,” when
used with respect to the Issuer, Holdings, the Co-Issuer or the Trustee, means any vice president, whether or not designated by
a number or a word or words added before or after the title “vice president.”


 


“Voting Stock” of any Person
as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors
of such Person, provided, however, that with respect to Holdings, the term “Voting Stock” shall not include
preferred shares of Holdings which have a nominal dividend and return of capital and vote only for the election of directors, for
so long as such shares are held and voted by directors nominated by a committee consisting of members of the Board of Directors
of Holdings or by PSP or by Loral.


 


“Weighted Average Life to Maturity”
means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the sum of the products obtained
by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal,
including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that
will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.


 


“Wholly-Owned Restricted Subsidiary”
means a Restricted Subsidiary that is a direct or indirect Wholly-Owned Subsidiary of Holdings.


 


“Wholly-Owned Subsidiary”
of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other
than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries
of such Person.


 


SECTION 103.        Compliance
Certificates and Opinions. Upon any application or request by the Co-Issuers to the Trustee to take or refrain from taking
any action under this Indenture, the Co-Issuers shall furnish to the Trustee an Officer’s Certificate stating that all conditions
precedent, if any, provided for in this Indenture (including any covenant compliance which constitutes a condition precedent) relating
to the proposed action have been complied with and, other than in connection with the issuance, authentication and delivery of
the Initial Notes on the Issue Date and the addition of a new Guarantor or parent guarantor, an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or opinion need be furnished.


 




    	 	-39-	 



     


    

 


Every certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1008) shall include:


 


(1)         a
statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein
relating thereto;


 


(2)         a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(3)         a
statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to
enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(4)         a
statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.


 


The Trustee shall have no responsibility or
liability with respect to any matters that would have been covered by the Opinion of Counsel that are not permitted by this Section.


 


SECTION 104.        Form
of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect
to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.


 


Any certificate or opinion of an officer of
Holdings, the Issuer or Co-Issuer, as the case may be, may be based, insofar as it relates to legal matters, upon a certificate
or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that
the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous.
Any such certificate or opinion may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations
by, an officer or officers of Holdings, the Issuer or Co-Issuer, as the case may be, stating that the information with respect
to such factual matters is in the possession of Holdings, the Issuer or Co-Issuer, as the case may be, unless such counsel knows,
or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters
are erroneous.


 


Where any Person is required to make, give
or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.


 


SECTION 105.        Acts
of Holders.


 


(a)          Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer, if made
in the manner provided in this Section 105.


 




    	 	-40-	 



     


    

 


(b)          The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a
signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient
proof of authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing
the same, may also be proved in any other manner that the Trustee deems sufficient.


 


(c)          The
principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note
Register.


 


(d)          If
the Issuer shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act,
the Issuer may, at its option, fix in advance a record date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Issuer shall have no obligation to do so. Such record date
shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith
and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at
the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction,
notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided
that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. Any request,
demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder
of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the Trustee, the Co-Issuers or any Guarantor in reliance
thereon, whether or not notation of such action is made upon such Note.


 


SECTION 106.        Notices,
Etc., to Trustee, Company, Any Guarantor and Agent. Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,


 


(1)         the
Trustee by any Holder or by the Co-Issuers or any Guarantor shall be sufficient for every purpose hereunder if made, given, furnished
or filed in writing (via facsimile, email in PDF format, mailed, first-class postage prepaid, or delivered by recognized overnight
courier) to or with the Trustee at The Bank of New York Mellon, 101 Barclay Street, 8W, New York, New York, 10286, Attention: Corporate
Trust Division — Corporate Finance Unit; or


 


(2)         any
of the Co-Issuers or any Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise
herein expressly provided) if made, given, furnished or delivered in writing (via facsimile, email in PDF format, mailed, first-class
postage prepaid, or delivered by recognized overnight courier, to the Issuer addressed to it at the address of its principal office
specified in the first paragraph, Attention: General Counsel, or at any other address previously furnished in writing to the Trustee
by the Issuer or such Guarantor.


 




    	 	-41-	 



     


    

 


A copy of all notices to any Agent shall be
sent to the Trustee at the address shown above. Any Person may change its address by giving notice of such change as set forth
herein.


 


SECTION 107.        Notice
to Holders; Waiver. Where this Indenture provides for notice of any event to Holders by the Co-Issuers or the Trustee, such
notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and delivered electronically or mailed,
first-class postage prepaid, to each Holder affected by such event, at such Holder’s address as it appears in the Note Register,
not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where
notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication (including posting
of information as contemplated by Section 1009 of this Indenture) will be deemed given on the first date on which publication is
made; notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing; notices sent by
overnight delivery service will be deemed given when delivered; and notices given electronically will be deemed given when sent.
Notices otherwise given in accordance with the procedures of DTC will be deemed given on the date sent to DTC. Any notices required
to be given to the Holders of Notes that are in global form will be given to DTC in accordance with its customary procedures therefor.


 


In case by reason of the suspension of or
irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to
Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice
as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder.


 


Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event,
and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


SECTION 108.        Effect
of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience of
reference only, are not intended to be considered a part hereof and shall not affect the construction hereof.


 


SECTION 109.        Successors
and Assigns. All agreements of each of the Co-Issuers in this Indenture and the Notes will bind their respective successors.
All agreements of the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture will
bind its successors, except as otherwise provided in Section 1208 hereof.


 


SECTION 110.        Separability
Clause. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


SECTION 111.        Benefits
of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties
hereto, any Paying Agent, any Note Registrar and their successors hereunder and the Holders any benefit or any legal or equitable
right, remedy or claim under this Indenture.


 


SECTION 112.        Governing
Law. This Indenture, the Notes and any Guarantee will be governed by and construed in accordance with the laws of the State
of New York.


 




    	 	-42-	 



     


    

 


SECTION 113.        Legal
Holidays. In any case where any Interest Payment Date, Redemption Date, Change of Control Payment Date, or Stated Maturity
or Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes)
payment of principal (or premium, if any) or interest need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the Interest Payment Date, Redemption Date, Change of Control Payment Date, or
at the Stated Maturity or Maturity; provided that no interest shall accrue for purposes of such payment for the period from
and after such Interest Payment Date, Redemption Date, Change of Control Payment Date, Stated Maturity or Maturity, as the case
may be.


 


SECTION 114.        No
Personal Liability of Directors, Officers, Employees and Stockholders. No director, officer, employee, incorporator or stockholder
of the Issuer, the Co-Issuer or any Guarantor or any of their parent companies (other than the Issuer and the Guarantors) shall
have any liability for any obligations of the Co-Issuers or the Guarantors under the Notes, the Guarantees or this Indenture or
for any claim based on, in respect of, or by reason of such obligations or their creation to the extent permitted by applicable
law. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration
for issuance of the Notes.


 


SECTION 115.        Counterparts.
This Indenture may be executed in any number of counterparts, each of which shall be original; but such counterparts shall together
constitute but one and the same instrument. One signed copy is enough to prove this Indenture. The exchange of copies of this Indenture
and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture
as to the parties hereto and may be used in lieu of the original Indenture for all purposes.  Signatures of the parties hereto
transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.


 


SECTION 116.        Regulatory
Matters.


 


The Issuer agrees to take any action which
any Holder or the Trustee may reasonably request in order to obtain from the FCC, U.S. Department of Justice, Industry Canada,
CRTC or any other relevant Governmental Authority such approval as may be necessary to enable the Holders and the Trustee to exercise
the full rights and benefits granted to them pursuant to this Indenture.


 


Notwithstanding anything herein or in the
Notes to the contrary, prior to the occurrence of an Event of Default and the consent of the FCC, U.S. Department of Justice, Industry
Canada, CRTC and of any other applicable Governmental Authority to the assignment or transfer of control of FCC Licenses, Industry
Canada Authorizations, CRTC licenses or approvals or other governmental permits, licenses, or other authorizations, this Indenture,
and the transactions contemplated hereby and thereby do not and will not constitute, create, or have the effect of constituting
or creating directly or indirectly, actual or practical ownership of any FCC Licenses, Industry Canada Authorizations, CRTC licenses
or approvals or other governmental permits, licenses or other authorizations by the Holders or the Trustee or control, affirmative
or negative, direct or indirect, by Holders or the Trustee over the management or any other aspect of the operation of any FCC
Licenses, Industry Canada Authorizations, CRTC licenses or approvals or other governmental permits, licenses, or other authorizations.


 




    	 	-43-	 



     


    

 


SECTION 117.        Agent
for Service; Submission to Jurisdictions; Waiver of Immunities; Waiver of Jury Trial.


 


By the execution and delivery of this Indenture,
each of the Issuer, Co-Issuer and each Guarantor (i) acknowledges that it has irrevocably designated and appointed Corporation
Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 as its authorized agent upon which process may be
served in any suit or proceeding arising out of or relating to the Notes, the Guarantees or this Indenture that may be instituted
in any federal or New York state court located in The Borough of Manhattan, The City of New York, or brought by the Trustee (whether
in its individual capacity or in its capacity as Trustee hereunder), (ii) irrevocably submits to the non-exclusive jurisdiction
of any such court in any such suit or proceeding, and (iii) agrees that service of process upon Corporation Service Company
and written notice of said service to the Issuer (mailed or delivered to the Issuer in accordance with Section 106, attention:
General Counsel, at its principal office at 1601 Telesat Court, Ottawa, Ontario K1B 5P4), shall be deemed in every respect effective
service of process upon the Company in any such suit or proceeding. The Issuer, Co-Issuer and each Guarantors each further agrees
to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary
to continue such designation and appointment of Corporation Service Company in full force and effect so long as this Indenture
shall be in full force and effect.


 


To the extent that any of the Issuer, Co-Issuer
or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through
service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself
or its property, it hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Note or
Guarantees, as applicable, to the extent permitted by law.


 


Each of the Issuer, Co-Issuer and each Guarantor
irrevocably and unconditionally waives, to the fullest extent permitted by law, any obligation that it may now or hereafter have
to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto. Each
of the Issuer, Co-Issuer and each Guarantor irrevocably waives, to the fullest extent permitted by law, the defense of any inconvenient
forum to the maintenance of such action, suit or proceeding in any such court.


 


EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY
BY ITS ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE.


 


SECTION 118.        Conversion
of Currency.


 


(a)          Each
of the Issuer, Co-Issuer and each Guarantor covenants and agrees that the following provisions shall apply to conversion of currency
in the case of the Notes, Guarantees and this Indenture:


 


(i)          If
for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert
into a currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the
Notes of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate
of exchange prevailing on the Business Day before the day on which a final judgment is given or the order of enforcement is made,
as the case may be (unless a court shall otherwise determine).


 


(ii)         If
there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to
in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and
the date of receipt of the amount due, the Issuer, Co-Issuer and Guarantors, as applicable, shall pay such additional (or, as the
case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at
the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due.


 




    	 	-44-	 



     


    

 


(b)          In
the event of the winding-up of any of the Issuer, Co-Issuer or Guarantors at any time while any amount or damages owing under the
Notes, Guarantees and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Co-Issuers
and the Guarantors shall indemnify and hold the Holders and the Trustee harmless against any deficiency arising or resulting from
any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency due
or contingently due under the Notes, Guarantees and this Indenture (other than under this subsection (b)) is calculated for the
purposes of such winding-up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of
this subsection (b) the final date for the filing of proofs of claim in the winding-up of any of the Issuer, Co-Issuer or Guarantors
shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the
latest practicable date as at which liabilities of the Issuer, Co-Issuer or Guarantors, as applicable may be ascertained for such
winding-up prior to payment by the liquidator or otherwise in respect thereto.


 


(c)          The
obligations contained in subsections (a)(ii) and (b) of this Section 118 shall constitute separate and independent obligations
of the each of the Issuer, Co-Issuer and each Guarantor from its other obligations under the Notes, Guarantees and this Indenture,
shall give rise to separate and independent causes of action against the Issuer, Co-Issuer or Guarantors, as applicable, shall
apply irrespective of any waiver or extension granted by any Holder or the Trustee or either of them from time to time and shall
continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of
the Issuer, Co-Issuer or Guarantors, as applicable, for a liquidated sum in respect of amounts due hereunder (other than under
Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss
suffered by the Holders or the Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the
Issuer, Co-Issuer or Guarantors, as applicable or its liquidator. In the case of subsection (b) above, the amount of such deficiency
shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and
the date of any liquidating distribution.


 


The term “rate(s) of exchange”
shall mean the rate of exchange quoted by a Canadian chartered bank as may be designated in writing by the Issuer to the Trustee
from time to time, at its central foreign exchange desk in its main office in Toronto at 12:00 noon (Toronto time) on the relevant
date for purchases of the Base Currency with the Judgment Currency and includes any premiums and costs of exchange payable.


 


ARTICLE
Two


 


NOTE
FORMS


 


SECTION 201.        Form
and Dating. Provisions relating to the Initial Notes are set forth in the Rule 144A / Regulation S / IAI Appendix attached
hereto (the “Appendix”) which is hereby incorporated in, and expressly made part of, this Indenture. The Initial
Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit 1 to the Appendix
which is hereby incorporated in, and expressly made a part of, this Indenture. The Notes may have notations, legends or endorsements
required by law, stock exchange rule, agreements to which the Co-Issuers are subject, if any, or usage (provided that any
such notation, legend or endorsement is in a form reasonably acceptable to the Issuer). Each Note shall be dated the date of its
authentication. The terms of the Note set forth in the Appendix are part of the terms of this Indenture.


 




    	 	-45-	 



     


    

 


SECTION 202.        Execution,
Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Co-Issuers by at least one Officer of each
Co-Issuer. The signature of any Officer on the Notes may be manual or facsimile signatures of the present or any future such authorized
officer and may be imprinted or otherwise reproduced on the Notes.


 


Notes bearing the manual or facsimile signatures
of individuals who were at any time the proper officers of the Co-Issuers shall bind the Co-Issuers, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.


 


At any time and from time to time after the
execution and delivery of this Indenture, the Co-Issuers may deliver Notes executed by the Co-Issuers to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company
Order shall authenticate and deliver such Notes.


 


On the Issue Date, the Co-Issuers shall deliver
the Initial Notes in the aggregate principal amount of US$500,000,000 executed by the Co-Issuers to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such Notes, directing the Trustee to authenticate the Notes,
and the Trustee in accordance with such Company Order shall authenticate and deliver such Initial Notes. At any time and from time
to time after the Issue Date, the Co-Issuers may deliver Additional Notes executed by the Co-Issuers to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate
the Additional Notes, and certifying that the issuance of such Additional Notes is in compliance with Article Ten hereof, and the
Trustee in accordance with such Company Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall
receive an Officer’s Certificate and an Opinion of Counsel of the Co-Issuers in connection with such authentication of Notes;
provided that no Opinion of Counsel under Section 103 shall be required in connection with the authentication of the Initial
Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes
is to be authenticated.


 


Each Note shall be dated the date of its authentication.


 


No Note shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially
in the form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate
upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.


 


In case any of the Co-Issuers or any Guarantor,
pursuant to Article Eight of this Indenture, shall be consolidated, amalgamated or merged with or into any other Person or shall
convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor
Person resulting from such consolidation or amalgamation, or surviving such merger, or into which such Co-Issuer or such Guarantor
shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid,
shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture, any of the Notes
authenticated or delivered prior to such consolidation, amalgamation, merger, conveyance, transfer, lease or other disposition
may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor
Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered
for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate
and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and
delivered in any new name of a successor Person pursuant to this Section 202 in exchange or substitution for or upon registration
of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the
exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.


 




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ARTICLE
Three


 


THE
NOTES


 


SECTION 301.        Title
and Terms. The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited;
provided, however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 202
and 1011 hereof, as part of the same series as the Initial Notes.


 


The Notes shall be known and designated as
the “8.875% Senior Notes due 2024” of the Co-Issuers. The Stated Maturity of the Notes shall be November 15, 2024,
and the Notes shall bear interest at the rate of 8.875% per annum from the Issue Date, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, payable semi-annually on May 15 and November 15 in each year beginning
May 15, 2017, and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose
name the Note (or any predecessor Note) is registered at the close of business on May 1 and November 1 immediately preceding such
Interest Payment Date (each, a “Record Date”).


 


The principal of (and premium, if any) and
interest on the Notes shall be payable at the office or agency of the Issuer maintained for such purpose in The City and State
of New York or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders of the Notes at their
respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any,
and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by Depositary
or its nominee will be made in accordance with DTC’s applicable procedures. Until otherwise designated by the Issuer, the
Issuer’s office or agency in New York will be the office of the Trustee maintained for such purpose.


 


Holders shall have the right to require the
Co-Issuers to purchase their Notes, in whole or in part, in the event of a Change of Control Triggering Event pursuant to Section
1017. The Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 1018.


 


The Notes shall be redeemable as provided
in Article Eleven.


 


The due and punctual payment of principal
of, premium, if any, and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set
forth herein, by each of the Guarantors.


 


SECTION 302.        Denominations.
The Notes shall be issuable only in registered form without coupons and only in denominations of US$2,000 and integral multiples
of US$1,000 in excess thereof.


 


SECTION 303.        Temporary
Notes. Pending the preparation of definitive Notes, the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such Notes may determine, as conclusively evidenced by
their execution of such Notes.


 




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If temporary Notes are issued, the Company
will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary
Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Company designated
for such purpose pursuant to Section 1002, without charge to the Holder. Upon surrender for cancellation of any one or more temporary
Notes, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of
definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the
same benefits under this Indenture as definitive Notes.


 


SECTION 304.        Registration,
Registration of Transfer and Exchange. The Co-Issuers shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein
sometimes referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe,
the Co-Issuers shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form
or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Note Register
shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as note registrar (the “Note Registrar”)
for the purpose of registering Notes and transfers of Notes as herein provided.


 


Upon surrender for registration of transfer
of any Note at the office or agency of the Co-Issuers designated pursuant to Section 1002, the Co-Issuers shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized
denomination or denominations of a like aggregate principal amount.


 


At the option of the Holder, Notes may be
exchanged for other Notes of any authorized denomination and of a like aggregate principal amount, upon surrender of the Notes
to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Co-Issuers shall execute, and
the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive.


 


All Notes issued upon any registration of
transfer or exchange of Notes shall be the valid obligations of the Co-Issuers, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.


 


Every Note presented or surrendered for registration
of transfer or for exchange shall (if so required by either of the Co-Issuers or the Note Registrar) be duly endorsed, or be accompanied
by written instruments of transfer, in form satisfactory to the Co-Issuers and the Note Registrar, duly executed by the Holder
thereof or his attorney duly authorized in writing.


 


No service charge shall be made for any registration
of transfer or exchange or redemption of Notes, but the Co-Issuers may require payment of a sum sufficient to cover any taxes,
fees or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other
than exchanges pursuant to Sections 202, 303, 906, 1017, 1018, or 1108 not involving any transfer.


 




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SECTION 305.        Mutilated,
Destroyed, Lost and Stolen Notes. If (1) any mutilated Note is surrendered to the Trustee, or (2) the Co-Issuers and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Co-Issuers
and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice
to the Co-Issuers or the Trustee that such Note has been acquired by a Protected Purchaser (as defined in Section 8-303 of the
Uniform Commercial Code) (a “Protected Purchaser”), the Co-Issuers shall execute and upon Company Order the
Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen
Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding.


 


In case any such mutilated, destroyed, lost
or stolen Note has become or is about to become due and payable, the Co-Issuers in their discretion may, instead of issuing a new
Note, pay such Note.


 


Upon the issuance of any new Note under this
Section 305, the Co-Issuers may require the payment of a sum sufficient to cover any tax or other governmental charge that may
be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


 


Every new Note issued pursuant to this Section
305 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of
the Co-Issuers and each Guarantor, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable
by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly
issued hereunder.


 


The provisions of this Section 305 are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes.


 


SECTION 306.        Payment
of Interest; Interest Rights Preserved.


 


(a)          Interest
on any Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the Record Date for such interest
at the office or agency of the Co-Issuers maintained for such purpose pursuant to Section 1002; provided, however,
that, subject to Section 301 hereof, each installment of interest may at the Co-Issuers’ option be paid by (1) mailing a
check for such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 307, to the address
of such Person as it appears in the Note Register or (2) transfer to an account located in the United States maintained by
the payee.


 


(b)          [Reserved].


 


(c)          Subject
to the foregoing provisions of this Section 306, each Note delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried
by such other Note.


 


(d)          Whenever
interest is computed on the basis of a year (the “deemed year”) which contains fewer days than the actual number of
days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest
Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing
it by the number of days in the deemed year.  For the purposes of the Interest Act (Canada), the principle of deemed reinvestment
of interest will not apply to any interest calculation under this Indenture or the Notes, and the rates of interest stipulated
in this Indenture or the Notes are intended to be nominal rates and not effective rates or yields.


 




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SECTION 307.        Persons
Deemed Owners. Prior to the due presentment of a Note for registration of transfer, the Co-Issuers, any Guarantor, the Trustee
and any agent of either of the Co-Issuers or the Trustee may treat the Person in whose name such Note is registered as the owner
of such Note for the purpose of receiving payment of principal of (and premium, if any) and (subject to Sections 304 and 306) interest
on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Co-Issuers, the Trustee
or any agent of either of the Co-Issuers or the Trustee shall be affected by notice to the contrary.


 


SECTION 308.        Cancellation.
All Notes surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Co-Issuers may at any time deliver to the Trustee
for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever,
and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Notes previously authenticated
hereunder which the Co-Issuers have not issued and sold, and all Notes so delivered shall be promptly cancelled by the Trustee.
If any of the Co-Issuers shall so acquire any of the Notes, however, such acquisition shall not operate as a redemption or satisfaction
of the indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation. No Notes
shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section 308, except as expressly permitted
by this Indenture. All cancelled Notes held by the Trustee shall be disposed of by the Trustee in accordance with its customary
procedures unless by Company Order the Co-Issuers shall direct that cancelled Notes be returned to it.


 


SECTION 309.        Computation
of Interest. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.


 


SECTION 310.        Transfer
and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for
registration of transfer. When a Note is presented to the Note Registrar or a co-registrar with a request to register a transfer,
the Note Registrar shall register the transfer as requested if the requirements of this Indenture and Section 8-401(a) of the Uniform
Commercial Code are met. When Notes are presented to the Note Registrar or a co-registrar with a request to exchange them for an
equal principal amount of Notes of other denominations, the Note Registrar shall make the exchange as requested if the same requirements
are met.


 


SECTION 311.        CUSIP,
ISIN and Common Code Numbers. The Co-Issuers in issuing the Notes may use “CUSIP” numbers, ISINs and “Common
Code” numbers (in each case, if then generally in use) in addition to serial numbers, and, if so, the Trustee shall use such
“CUSIP” numbers, ISINs and “Common Code” numbers in addition to serial numbers in notices of redemption,
repurchase or other notices to Holders as a convenience to Holders; provided that any such notice may state that no representation
is made as to the correctness of such “CUSIP” numbers, ISINs and “Common Code” numbers either as printed
on the Notes or as contained in any notice of a redemption or repurchase and that reliance may be placed only on the serial or
other identification numbers printed on the Notes, and any such redemption or repurchase shall not be affected by any defect in
or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers,
ISINs and “Common Code” numbers applicable to the Notes.


 


SECTION 312.        Issuance
of Additional Notes. The Co-Issuers may, subject to Section 1011 of this Indenture, issue additional Notes having identical
terms and conditions to the Initial Notes issued on the Issue Date (the “Additional Notes”), except, if applicable,
the initial Interest Payment Date and the initial interest accrual date. The Initial Notes issued on the Issue Date and any Additional
Notes subsequently issued shall be treated as a single class for all purposes under this Indenture; provided that a separate
CUSIP or ISIN shall be issued for the Additional Notes, unless the Initial Notes and the Additional Notes are treated as fungible
for U.S. federal income tax purposes.


 




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ARTICLE
Four


 


SATISFACTION
AND DISCHARGE


 


SECTION 401.        Satisfaction
and Discharge of Indenture. This Indenture shall, upon Company Request and at the Company’s expense, be discharged and
cease to be of further effect as to all Notes issued hereunder (except for any provisions which survive discharge), and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture (except
for any provisions which survive discharge) when:


 


(1)         either


 


(A)         all
Notes heretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 305 and (ii) Notes for whose payment money has theretofore been deposited in trust with
the Trustee or any Paying Agent or segregated and held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or


 


(B)         all
such Notes not theretofore delivered to the Trustee for cancellation


 


(i)          have
become due and payable by reason of the making of a notice of redemption pursuant to Section 1105 or otherwise, or


 


(ii)         will
become due and payable within one year, or


 


(iii)        are
to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Co-Issuers,


 


and the Co-Issuers or any Guarantor, in the case of
(i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for
the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts
as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such
Notes not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and accrued but unpaid interest
to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or Redemption Date,
as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited
shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable
Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount,
the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the Redemption
Date. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously
with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward
such redemption;


 




    	 	-51-	 



     


    

 


(2)         no
Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit) with respect to
this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such
deposit and such deposit shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities
or any other material agreement or instrument (other than this Indenture) to which each of the Co-Issuers or any Guarantor is a
party or by which the Issuer, the Co-Issuer or any Guarantor is bound;


 


(3)         the
Co-Issuers have paid or caused to be paid all sums payable by it under this Indenture;


 


(4)         the
Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment
of such Notes at the Stated Maturity or the Redemption Date, as the case may be; and


 


(5)         the
Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein to the satisfaction and discharge of this Indenture have been complied with. Such Opinion of Counsel may rely
on such Officer’s Certificate as to matters of fact, including clauses (1), (2), (3) and (4).


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Co-Issuers to the Trustee under Section 607, the obligations of the Issuer to any authenticating
agent under Section 612 and, if money or Government Securities shall have been deposited with the Trustee pursuant to subclause
(B) of clause (1) of this Section 401, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003
shall survive such satisfaction and discharge.


 


SECTION 402.        Application
of Trust Money. Subject to the provisions of the last paragraph of Section 1003, all money or Government Securities deposited
with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Notes
and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money or Government Securities has been deposited with the Trustee; but such money or Government Securities need not
be segregated from other funds except to the extent required by law.


 


If the Trustee or Paying Agent is unable to
apply any money or Government Securities in accordance with Section 401 by reason of any legal proceeding or by reason of any order
or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s,
the Co-Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 401 until such time as the Trustee or Paying Agent is permitted to apply
all such money or Government Securities in accordance with Section 401; provided that if the Co-Issuers have made any payment
of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Co-Issuers shall
be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by
the Trustee or Paying Agent.


 




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ARTICLE
Five


 


REMEDIES


 


SECTION 501.        Events
of Default. “Event of Default,” wherever used herein, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or governmental body):


 


(1)         default
in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes
issued under this Indenture;


 


(2)         default
for 30 days or more in the payment when due of interest or Additional Amounts on or with respect to the Notes issued under this
Indenture;


 


(3)         failure
by the Issuer to comply with its obligations under Section 801;


 


(4)         failure
by the Issuer, the Co-Issuer or any Guarantor for 45 days after receipt of written notice given by the Trustee or the Holders of
not less than 25% in principal amount of the Notes then outstanding and issued under this Indenture to comply with any of its obligations,
covenants or other agreements (other than a default referred to in clauses (1), (2) or (3) above) contained in this Indenture or
the Notes;


 


(5)         default
under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness
by Holdings or any Restricted Subsidiary or the payment of which is guaranteed by Holdings or any Restricted Subsidiary, other
than Indebtedness owed to Holdings or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created
after the issuance of the Notes, if


 


(A)         such
default either


 


(i)          results
from the failure to pay any such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods)
or


 


(ii)         relates
to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in
the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity;


 


(B)         the
principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure
to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been
so accelerated, aggregate US$110,000,000 or more at any one time outstanding; and


 


(C)         in
the case of the occurrence of a default described in (A)(ii) above, such default results in (x) the acceleration of such Indebtedness
prior to the final maturity thereof or (y) the commencement of judicial proceedings to foreclose upon, or to exercise remedies
under applicable law or applicable security documents to take ownership of, the assets securing such Indebtedness;


 




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(6)         failure
by Holdings or any Significant Subsidiary to pay final judgments aggregating in excess of US$110,000,000 or its foreign currency
equivalent (net of any amounts which are covered by insurance policies from creditworthy insurers), which final judgments remain
undischarged, unwaived and unstayed for a period of more than 60 days after such judgment becomes final;


 


(7)         any
of the following events with respect to Holdings or any Significant Subsidiary:


 


(A)         Holdings
or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:


 


(i)          commences
proceedings to be adjudicated bankrupt or insolvent;


 


(ii)         consents
to the entry of an order for relief against it in an involuntary case;


 


(iii)        consents
to the appointment of a custodian of it or for all or substantially all of its property;


 


(iv)        takes
any comparable action under any foreign laws relating to insolvency; or


 


(B)         a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(i)          is
for relief against the Company or any Significant Subsidiary in an involuntary case;


 


(ii)         appoints
a custodian of the Company or any Significant Subsidiary or for all or substantially all of its property; or


 


(iii)        orders
the winding up or liquidation of the Company or any Significant Subsidiary; and


 


the order or decree remains unstayed and
in effect for 60 days; or


 


(8)         the
Guarantee of Holdings or any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null
and void or any responsible officer of Holdings or any Guarantor that is a Significant Subsidiary, as the case may be, denies that
it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this
Indenture or the release of any such Guarantee in accordance with this Indenture.


 


SECTION 502.        Acceleration
of Maturity; Rescission and Annulment.


 


(a)          If
any Event of Default (other than an Event of Default specified in Section 501(7) above) occurs and is continuing, then and
in every such case the Trustee or the Holders of at least 25% in principal amount of the Outstanding Notes issued under this Indenture
may declare the principal, premium, if any, interest and any other monetary obligations on all the Outstanding Notes to be due
and payable immediately, by a notice in writing to the Issuer (and to the Trustee if given by Holders). The Trustee shall have
no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders.


 




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(b)          Upon
the effectiveness of such declaration, such principal and interest will be due and payable immediately. Notwithstanding the foregoing,
if an Event of Default specified in Section 501(7) above occurs and is continuing, then the principal amount of all Outstanding
Notes shall ipso facto become and be immediately due and payable without any notice, declaration or other act on the part of the
Trustee or any Holder.


 


(c)          At
any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter provided in this Article, the Holders of a majority in aggregate principal amount of the
Outstanding Notes, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences,
so long as such rescission and annulment would not conflict with any judgment of a court of competent jurisdiction, if:


 


(1)         the
Co-Issuers have paid or deposited with the Trustee a sum sufficient to pay:


 


(A)         all
overdue interest on all Outstanding Notes,


 


(B)         all
unpaid principal of (and premium, if any, on) any Outstanding Notes which has become due otherwise than by such declaration of
acceleration, and interest on such unpaid principal at the rate borne by the Notes,


 


(C)         to
the extent that payment of such interest is lawful, interest on overdue interest at the rate borne by the Notes, and


 


(D)         all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; and


 


(2)         Events
of Default, other than the non-payment of amounts of principal of (or premium, if any, on) or interest on Notes which have become
due solely by such declaration of acceleration, have been cured or waived as provided in Section 513,


 


provided that no such rescission shall affect any subsequent
default or impair any right consequent thereon.


 


SECTION 503.        Collection
of Indebtedness and Suits for Enforcement by Trustee. The Co-Issuers covenant that if:


 


(1)         default
is made in the payment of any installment of interest on any Note when such interest becomes due and payable and such default continues
for a period of 30 days, or


 


(2)         default
is made in the payment of the principal of (or premium, if any, on) any Note at the Maturity thereof,


 


the Co-Issuers will, upon demand of the Trustee, pay to the
Trustee for the benefit of the Holders of such Notes, the whole amount then due and payable on such Notes for principal (and premium,
if any) and interest, and interest on any overdue principal (and premium, if any) and, to the extent that payment of such interest
shall be legally enforceable, upon any overdue installment of interest, at the rate borne by the Notes, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


 




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If the Co-Issuers fail to pay such amounts
forthwith upon such demand, the Trustee, in its own name as trustee of an express trust, may institute a judicial proceeding for
the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same
against the Co-Issuers, any Guarantor or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable
in the manner provided by law out of the property of the Co-Issuers, any Guarantor or any other obligor upon the Notes, wherever
situated.


 


If an Event of Default occurs and is continuing,
the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders under this Indenture
and the Guarantees by such appropriate judicial proceedings as the Trustee shall deem necessary to protect and enforce any such
rights, including seeking recourse against any Guarantor, whether for the specific enforcement of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy, including seeking
recourse against any Guarantor.


 


SECTION 504.        Trustee
May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to the Co-Issuers or any other obligor including any
Guarantor, upon the Notes or the property of either of the Co-Issuers or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise
and irrespective of whether the Trustee shall have made any demand on the Co-Issuers for the payment of overdue principal, premium,
if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,


 


(1)         to
file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the
Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of
the Holders allowed in such judicial proceeding, and


 


(2)         to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee
any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 607.


 


Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.


 


SECTION 505.        Trustee
May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted
and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Trustee shall be brought in its own name and as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, be for the ratable benefit of the Holders in respect of which such judgment has been recovered.


 




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SECTION 506.        Application
of Money Collected. Any money or property collected by the Trustee pursuant to this Article and any money or other property
distributable in respect of obligations of the Co-Issuers under this Indenture after the occurrence of an Event of Default shall
be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal (or premium, if any) or interest, upon presentation of the Notes and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:


 


FIRST: To the payment of
all amounts due the Trustee (including any predecessor Trustee) under Section 607;


 


SECOND: To the payment
of the amounts then due and unpaid for principal of (and premium, if any) and interest on the Notes in respect of which or for
the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts
due and payable on such Notes for principal (and premium, if any) and interest, respectively; and


 


THIRD: The balance, if
any, to the Co-Issuers or as a court of competent jurisdiction may direct in writing; provided that all sums due and owing
to the Holders and the Trustee have been paid in full as required by this Indenture.


 


SECTION 507.        Limitation
on Suits. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall
pursue any remedy with respect to this Indenture or the Notes, unless:


 


(1)         such
Holder has previously given the Trustee notice that an Event of Default is continuing;


 


(2)         Holders
of at least 25% in principal amount of the outstanding Notes have requested the Trustee to pursue the remedy;


 


(3)         such
Holders have offered the Trustee reasonable indemnity or security against any loss, liability or expense;


 


(4)         the
Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and


 


(5)         Holders
of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request
within such 60-day period,


 


it being understood and intended that no one or more Holders
shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture or the Guarantees
to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over
any other Holders or to enforce any right under this Indenture or the Guarantees, except in the manner herein provided and for
the equal and ratable benefit of all the Holders (it being further understood that the Trustee does not have an affirmative duty
to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).


 




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SECTION 508.        Unconditional
Right of Holders to Receive Principal, Premium and Interest. Notwithstanding any other provision in this Indenture, the Holder
of any Note shall have the right, which is absolute and unconditional, to receive payment, as provided herein (including, if applicable,
Article Eleven) and in such Note of the principal of (and premium, if any) and (subject to Section 306) interest on such Note on
the respective Stated Maturities expressed in such Note (or, in the case of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment on or after such respective dates, and such rights shall not be impaired without the
consent of such Holder.


 


SECTION 509.        Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this
Indenture or the Guarantees and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely
to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Co-Issuers,
Holdings, any Guarantor, any other obligor of the Notes, the Trustee and the Holders shall be restored severally and respectively
to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.


 


SECTION 510.        Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Notes in the last paragraph of Section 305, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.


 


SECTION 511.        Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


SECTION 512.        Control
by Holders. The Holders of not less than a majority in principal amount of the Outstanding Notes shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, provided that:


 


(1)         such
direction shall not be in conflict with any rule of law or with this Indenture,


 


(2)         subject
to all applicable laws, rules and regulations, the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction, and


 


(3)         the
Trustee need not take any action which might involve it in personal liability or be unduly prejudicial to the Holders not consenting.


 




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SECTION 513.        Waiver
of Past Defaults. Subject to Sections 508 and 902, the Holders of not less than a majority in principal amount of the Outstanding
Notes may on behalf of the Holders of all such Notes waive any past Default hereunder and its consequences under this Indenture
(except a continuing Default or Event of Default (1) in respect of the payment of interest on, premium, if any, or the principal
of any such Note held by a non-consenting Holder, or (2) in respect of a covenant or provision hereof which under Article Nine
cannot be modified or amended without the consent of the Holder of each Outstanding Note affected) and rescind any acceleration
and its consequences with respect to the Notes; provided such rescission would not conflict with any judgment of a court
of competent jurisdiction and the Trustee has been paid any amounts owed to it in connection with such Default or Event of Default.
In the event of any Event of Default specified in clause (5) of Section 501, such Event of Default and all consequences thereof
(excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded,
automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:


 


(1)         the
Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or


 


(2)         the
requisite holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such
Event of Default; or


 


(3)         the
default that is the basis for such Event of Default has been cured.


 


Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture, but
no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.


 


SECTION 514.        Waiver
of Stay or Extension Laws. Each of the Co-Issuers, the Guarantors and any other obligor on the Notes covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit
or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and each of the Co-Issuers, the Guarantors and any other obligor on the Notes (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.


 


ARTICLE
Six


 


THE
TRUSTEE


 


SECTION 601.        Duties
of the Trustee.


 


(a)          Except
during the continuance of an Event of Default,


 


(1)         the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee; and


 


(2)         in
the absence of bad faith, gross negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee
and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions specifically required
by any provision hereof to be provided to it, the Trustee shall be under a duty to examine the same to determine whether or not
they conform to the requirements of this Indenture, but not to verify the contents thereof or any conclusions therein.


 




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(b)          If
an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge (in the case
of an Event of Default under clause (1) or (2) of Section 501 hereof) or (in the case of any other Event of Default) of which written
notice of such Event of Default shall have been given to a Responsible Officer of the Trustee by the Issuer, any other obligor
of the Notes or by any Holder, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct
of such person’s own affairs.


 


(c)          No
provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that


 


(1)         this
paragraph (c) shall not be construed to limit the effect of paragraphs (a) or (d) of this Section 601;


 


(2)         the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that
the Trustee was negligent in ascertaining the pertinent facts;


 


(3)         the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture.


 


(d)          No
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured
to it.


 


(e)          Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section 601.


 


SECTION 602.        Notice
of Defaults. Within 30 days after the receipt from the Issuer of notice of the occurrence of any Default or Event of Default
hereunder, the Trustee shall transmit, in the manner and to the extent provided in TIA Section 313(c), notice of such Default or
Event of Default hereunder, unless such Default or Event of Default shall have been cured or waived; provided, however,
that, except in the case of a Default or Event of Default in the payment of the principal of (or premium, if any, on) or interest
on any Note, the Trustee shall be protected in withholding such notice if and so long as a trust committee of Responsible Officers
of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders.


 


SECTION 603.        Certain
Rights of Trustee. Subject to the provisions of Sections 601 and 602:


 


(1)         the
Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document (whether in original or facsimile form) believed by it to be genuine and to have been signed or presented
by the proper party or parties;


 




    	 	-60-	 



     


    

 


(2)         any
request or direction of the Co-Issuers mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and
any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;


 


(3)         whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence
of bad faith on its part, conclusively rely upon an Officer’s Certificate;


 


(4)         the
Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in
reliance on the advice or opinion of such counsel;


 


(5)         the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory
to it against the costs, expenses, losses and liabilities which might be incurred by it in compliance with such request or direction;


 


(6)         the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Issuer, personally or by agent or attorney at the expense of the Issuer and shall
incur no liability of any kind by reason of such inquiry or investigation;


 


(7)         the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder;


 


(8)         the
Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Indenture; provided, however, that the Trustee’s
conduct does not constitute willful misconduct or gross negligence.


 


(9)         the
rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended
to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder;


 


(10)        the
Trustee may request that the Co-Issuers deliver an Incumbency Certificate substantially in the form of Exhibit B hereto setting
forth the names of individuals or titles of officers authorized at such time to take specified actions pursuant to this Indenture,
which Incumbency Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person
specified as so authorized in any such certificate previously delivered and not superseded;


 




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(11)        anything
in this Indenture notwithstanding, in no event shall the Trustee be responsible or liable for special, indirect, punitive, or consequential
loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of action; and


 


(12)        the
Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless written notice
of such Default or Event of Default from the Company or any Holder is received by a Responsible Officer of the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Notes and this Indenture.


 


(13)        The
Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”)
given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Co-Issuers and
Guarantors shall each provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions
(“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate
shall be amended whenever a person is to be added or deleted from the listing. If any of the Co-Issuers or Guarantors elect to
give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the
Trustee’s understanding of such Instructions shall be deemed controlling. The Co-Issuers and Guarantors each understand and
agree that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively
presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to
the Trustee have been sent by such Authorized Officer. The Co-Issuers and Guarantors shall each be responsible for ensuring that
only Authorized Officers transmit such Instructions to the Trustee and that the Co-Issuers and Guarantors and all Authorized Officers
are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication
keys upon receipt by the Co-Issuers or Guarantors, respectively. The Trustee shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such
directions conflict or are inconsistent with a subsequent written instruction. The Co-Issuers and Guarantors each agree: (i) to
assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation
the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that
it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee
and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Co-Issuers or Guarantors;
(iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a
commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee
immediately upon learning of any compromise or unauthorized use of the security procedures.


 


SECTION 604.        Trustee
Not Responsible for Recitals or Issuance of Notes. The recitals contained herein and in the Notes, except for the Trustee’s
certificates of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes, except that
the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its
obligations hereunder. The Trustee shall not be accountable for the use or application by the Issuer of Notes or the proceeds thereof.


 


SECTION 605.        May
Hold Notes. The Trustee, any Paying Agent, any Note Registrar or any other agent of the Issuer or of the Trustee, in its individual
or any other capacity, may become the owner or pledgee of Notes and, subject to TIA Sections 310(b) and 311, may otherwise deal
with the Issuer with the same rights it would have if it were not the Trustee, Paying Agent, Note Registrar or such other agent;
provided, however, that, if it acquires any conflicting interest, it must eliminate such conflict within 90 days
or resign.


 




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SECTION 606.        Money
Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in
writing with the Issuer.


 


SECTION 607.        Compensation
and Reimbursement. The Co-Issuers, Holdings and the Guarantors, jointly and severally, agree:


 


(1)         to
pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer and the Trustee for all
services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust);


 


(2)         except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation
and the expenses and disbursements of its agents and counsel and of all Persons not regularly employed by the Trustee), except
any such expense, disbursement or advance as shall be determined to have been caused by its own negligence, bad faith or willful
misconduct; and


 


(3)         to
indemnify the Trustee and any predecessor Trustee and their officers, agents, directors, and employees for, and to hold them harmless
against, any and all loss, liability, claim, damage or expense, including taxes (other than the taxes based on the income of the
Trustee) incurred without negligence, bad faith, or willful misconduct on its part, arising out of or in connection with the acceptance
or administration of this trust, including the documented costs and expenses of defending itself against any claim, regardless
of whether the claim is asserted by the Issuer, a Guarantor, a Holder or any other Person, or liability in connection with the
exercise or performance of any of its powers or duties hereunder.


 


The obligations of the Co-Issuers and Guarantors
under this Section 607 to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and
to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture and resignation or removal of the Trustee. As security for the performance of such obligations
of the Co-Issuers and Guarantors, the Trustee shall have a claim prior to the Notes upon all property and funds held or collected
by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular
Notes.


 


When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 501(7), the expenses (including the reasonable charges and
expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under
any applicable Bankruptcy Law.


 


“Trustee” for purposes
of this Section 607 shall include any predecessor Trustee; provided, however, that the negligence, willful misconduct
or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.


 




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The provisions of this Section 607 shall survive
the satisfaction and discharge of this Indenture.


 


SECTION 608.        Corporate
Trustee Required; Eligibility. There shall be at all times a Trustee hereunder which shall be eligible to act as Trustee under
TIA Section 310(a)(1) and shall have a combined capital and surplus of at least US$50,000,000. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of federal, State, territorial or District of Columbia supervising
or examining authority, then for the purposes of this Section 608, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this Section 608, it shall resign immediately in the
manner and with the effect hereinafter specified in this Article.


 


SECTION 609.        Resignation
and Removal; Appointment of Successor.


 


(a)          No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 610.


 


(b)          The
Trustee may resign at any time by giving written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer
shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and
a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 610 shall not have
been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may petition, at the
expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee.


 


(c)          The
Trustee may be removed with 30 days’ notice at any time by Act of the Holders of not less than a majority in principal amount
of the Outstanding Notes, delivered to the Trustee and to the Issuer. If the instrument of acceptance by a successor Trustee required
by Section 610 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor
Trustee.


 


(d)          The
Trustee shall comply with TIA Section 310(b); provided, however, that there shall be excluded from the operation
of TIA Section 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation
in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are
met.


 


(e)          If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any
cause, the Issuer shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability,
or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount
of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer.
If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter
provided, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.


 




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(f)          The
Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the
Holders in the manner provided for in Section 107. Each notice shall include the name of the successor Trustee and the address
of its Corporate Trust Office.


 


SECTION 610.        Acceptance
of Appointment by Successor.


 


(a)          Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee; but, on request of the Issuer or the successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee
and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder
subject to the lien provided for in Section 607. Upon request of any such successor Trustee, the Issuer shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.


 


(b)          No
successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under this Article.


 


SECTION 611.        Merger,
Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall
be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Notes shall
have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation
to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if
such successor Trustee had itself authenticated such Notes. In case at that time any of the Notes shall not have been authenticated,
any successor Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor
Trustee. In all such cases such certificates shall have the full force and effect which this Indenture provides for the certificate
of authentication of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication
of any predecessor Trustee or to authenticate Notes in the name of any predecessor Trustee shall apply only to its successor or
successors by merger, conversion or consolidation.


 


SECTION 612.        Appointment
of Authenticating Agent. At any time when any of the Notes remain Outstanding, the Trustee may appoint an authenticating agent
or agents with respect to the Notes which shall be authorized to act on behalf of the Trustee to authenticate Notes and the Trustee
shall give written notice of such appointment to all Holders with respect to which such authenticating agent will serve, in the
manner provided for in Section 107. Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument
in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Issuer.
Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by
an authenticating agent and a certificate of authentication executed on behalf of the Trustee by an authenticating agent. Each
authenticating agent shall be acceptable to the Issuer and shall at all times be a corporation organized and doing business under
the laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as authenticating
agent, having a combined capital and surplus of not less than US$50,000,000 and subject to supervision or examination by Federal
or state authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this Section 612, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
If at any time an authenticating agent shall cease to be eligible in accordance with the provisions of this Section 612, it shall
resign immediately in the manner and with the effect specified in this Section 612.


 




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Any corporation into which an authenticating
agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which such authenticating agent shall be a party, or any corporation succeeding to all or substantially all
the corporate agency or corporate trust business of an authenticating agent, shall continue to be an authenticating agent, provided
such corporation shall be otherwise eligible under this Section 612, without the execution or filing of any paper or any further
act on the part of the Trustee or the authenticating agent.


 


An authenticating agent may resign at any
time by giving written notice thereof to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of an
authenticating agent by giving written notice thereof to such authenticating agent and to the Issuer. Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such authenticating agent shall cease to be eligible in accordance
with the provisions of this Section 612, the Trustee may appoint a successor authenticating agent which shall be acceptable to
the Issuer and shall give written notice of such appointment to all Holders, in the manner provided for in Section 107. Any successor
authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of
its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent
shall be appointed unless eligible under the provisions of this Section 612.


 


The Issuer agrees to pay to each authenticating
agent from time to time such compensation for its services under this Section 612 as shall be agreed in writing between the Issuer
and such authenticating agent.


 


If an appointment is made pursuant to this
Section 612, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate
certificate of authentication in the following form:


 


This is one of the Notes designated therein
referred to in the within-mentioned Indenture.


 


	 	THE BANK OF NEW YORK MELLON as Trustee
	 	 
	 	By:	 
	 	 	as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	as Authorized Officer


 




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SECTION 613.        Force
Majeure. The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under
this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its control, including, without limitation,
acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions;
loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of
civil or military authority and governmental action.


 


ARTICLE
Seven


 


HOLDERS
LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


SECTION 701.        Company
to Furnish Trustee Names and Addresses. The Issuer will furnish or cause to be furnished to the Trustee:


 


(1)         semiannually,
not more than 10 days after each Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses
of the Holders as of such Record Date; and


 


(2)         at
such other times as the Trustee may reasonably request in writing, within 30 days after receipt by the Issuer of any such request,
a list of similar form and content to that in clause (1) hereof as of a date not more than 15 days prior to the time such list
is furnished;


 


provided, however, that if and so long as the
Trustee shall be the Note Registrar, no such list need be furnished.


 


SECTION 702.        Holder
List. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of
the names and addresses of Holders. If the Trustee is not the Note Registrar, the Issuers, on their own behalf and on behalf of
each of the Guarantors, shall furnish or cause the Note Registrar to furnish to the Trustee, in writing at least five Business
Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as
of such date as the Trustee may reasonably require of the names and addresses of Holders.


 


SECTION 703.        Reports
by Trustee. Within 60 days after February 15 of each year commencing with the first February 15 after the Issue Date, the Trustee
shall transmit to the Holders (with a copy to the Company at the address specified in Section 106), in the manner and to the extent
provided in TIA Section 313(c), a brief report dated as of such February 15 that complies with TIA Section 313(a). The Trustee
also shall comply with TIA Section 313(b).


 


ARTICLE
Eight


 


MERGER,
CONSOLIDATION OR SALE OF ALL OR

SUBSTANTIALLY ALL ASSETS


 


SECTION 801.        Company
May Consolidate, Etc., Only on Certain Terms.


 


The Issuer may not consolidate, amalgamate
or merge with or into or wind up into (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person
unless:


 




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(1)         the
Issuer is the surviving, resulting or continuing Person or the Person formed by, continuing or resulting from or surviving any
such consolidation, amalgamation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance
or other disposition will have been made is a corporation, limited liability company or partnership organized or existing under
the laws of Canada, any province or territory thereof, the United States, any state thereof or the District of Columbia (such Person,
as the case may be, being herein called the “Successor Company”); provided that, if the Successor Company
is a limited liability company or partnership, then such Successor Company shall have a co-issuer that is a corporation organized
or existing under the laws of Canada, any province or territory thereof, the United States, any state thereof or the District of
Columbia;


 


(2)         the
Successor Company, if other than the Issuer, expressly assumes all the obligations of the Issuer under this Indenture and the Notes
pursuant to supplemental indentures in form reasonably satisfactory to the Trustee;


 


(3)         immediately
after such transaction no Default or Event of Default exists;


 


(4)         immediately
after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable Test
Period, (A) the Successor Company would be permitted to incur at least US$1.00 of additional Indebtedness pursuant to the Total
Net Leverage Ratio test set forth in the first paragraph of Section 1011 or (B) the Total Net Leverage Ratio for the Successor
Company and the Restricted Subsidiaries would be equal to or less than such Total Net Leverage Ratio for Holdings and the Restricted
Subsidiaries immediately prior to such transaction;


 


(5)         each
Guarantor, unless it is the other party to the transactions described above, in which case clause (2) of the second to last paragraph
of this Section 801 shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s
obligations under this Indenture and the Notes; and


 


(6)         the
Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation,
amalgamation, merger or transfer and such supplemental indentures, if any, comply with this Indenture.


 


For purposes of this Section 801, any Indebtedness
of the Successor Company which was not Indebtedness of the Issuer immediately prior to the transaction shall be deemed to have
been incurred in connection with such transaction.


 


The Successor Company will succeed to, and
be substituted for, the Issuer under this Indenture (and all references to the Issuer will be deemed references to the Successor
Company, unless the context otherwise requires) and the Notes and the Issuer will automatically be released and discharged from
its obligations under this Indenture and the Notes.


 


SECTION 802.        Guarantors
and Co-Issuers May Consolidate, Etc., Only on Certain Terms. Subject to Section 1208, Holdings may not consolidate, amalgamate
or merge with or into or wind up into (whether or not Holdings is the surviving Person), or sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person
unless:


 




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(1)         Holdings
is the surviving, resulting or continuing Person or the Person formed by, continuing or resulting from or surviving any such consolidation,
amalgamation or merger (if other than Holdings) or to which such sale, assignment, transfer, lease, conveyance or other disposition
will have been made is a corporation, limited liability company or partnership organized or existing under the laws of Canada,
any province or territory thereof, the United States, any state thereof, the District of Columbia, or any territory thereof (such
Person, as the case may be, being herein called the “Successor Parent”);


 


(2)         the
Successor Parent, if other than Holdings expressly assumes all the obligations of Holdings under this Indenture and the Guarantees
pursuant to supplemental indentures in form reasonably satisfactory to the Trustee;


 


(3)         immediately
after such transaction no Default or Event of Default exists; and


 


(4)         the
Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation,
amalgamation, merger or transfer and such supplemental indentures, if any, comply with this Indenture.


 


The Successor Parent will succeed to, and be substituted for
Holdings under this Indenture and the Guarantee (and all references to Holdings will be deemed references to the Successor Parent,
unless the context requires otherwise) and Holdings will automatically be released and discharged from its obligations under this
Indenture and the Guarantee.


 


For purposes of the foregoing, the transfer
(by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the
properties or assets of one or more Restricted Subsidiaries, the Equity Interests of which constitute all or substantially all
of the properties and assets of Holdings will be deemed to be the transfer of all or substantially all of the properties and assets
of Holdings.


 


Notwithstanding the foregoing:


 


(a)          any
Restricted Subsidiary (other than the Issuer) may consolidate, amalgamate with, merge into or transfer all or part of its properties
and assets to the Issuer or any Guarantor;


 


(b)          the
Issuer, the Co-Issuer or any Guarantor may merge or amalgamate with an Affiliate of the Issuer solely for the purpose of reincorporating
the Issuer, the Co-Issuer or such Guarantor in another jurisdiction of the United States or Canada so long as the amount of Indebtedness
of Holdings and the Restricted Subsidiaries is not increased thereby; and


 


(c)          Holdings,
Telesat Interco, Inc. and/or the Issuer may combine (whether by consolidation, amalgamation, merger or otherwise) if the beneficial
owners of Holdings’ Voting Stock and the resulting or continuing entity’s Voting Stock are the persons set forth in
clauses (i), (ii), (iii), (x) (as it relates to clause (i), (ii) or (iii)), or (xi) of the definition of “Permitted Holders”
and the aggregate principal amount of Indebtedness of the resulting or continuing entity is no greater than that of the Issuer
immediately prior thereto or is permitted to be incurred under Section 1011.


 


Subject to Section 1208 hereof, no Subsidiary
Guarantor nor the Co-Issuer will, and Holdings will not permit any Subsidiary Guarantor or the Co-Issuer to, consolidate, amalgamate
or merge with or into or wind up into (whether or not such Subsidiary Guarantor or the Co-Issuer is the surviving Person), or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related
transactions to, any Person unless


 




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(A)         (1)
(x) such Subsidiary Guarantor or the Co-Issuer, as applicable, is the surviving, resulting or continuing Person or (y) the Person
formed by, continuing or resulting from or surviving any such consolidation, amalgamation or merger (if other than such Subsidiary
Guarantor or the Co-Issuer, as applicable) or to which such sale, assignment, transfer, lease, conveyance or other disposition
will have been made is a corporation, limited liability company or partnership organized or existing under the laws of Canada,
any province or territory thereof (except that in the case of the Co-Issuer, such surviving Person shall be organized or existing
under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof) (such Subsidiary Guarantor
or the Co-Issuer or such Person, as the case may be, being herein called the “Successor Person”) (provided
that, in the case of clause (y), if the Subsidiary Guarantor or Co-Issuer, as applicable, that is not the Successor Person of such
transaction (a “Non-Successor Person”) had, immediately prior to such transaction, been formed, organized or
existing under the laws of a jurisdiction other than those referenced immediately above and/or existed in or was organized as a
legal entity other than a corporation, limited liability company or partnership, then the Successor Person of such transaction
may be formed, organized or existing under the laws of the same jurisdiction as such Non-Successor Person had then been and may
be of the same corporate or other organizational type as such Non-Successor Person had then been);


 


(2)         the
Successor Person, if other than such Subsidiary Guarantor or the Co-Issuer, as applicable, expressly assumes all the obligations
of such Subsidiary Guarantor or the Co-Issuer, as applicable, under this Indenture and, in the case of a Subsidiary Guarantor,
such Subsidiary Guarantor’s Guarantee, pursuant to supplemental indentures in form reasonably satisfactory to the Trustee;


 


(3)         immediately
after such transaction no Default or Event of Default exists; and


 


(4)         the
Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or transfer and such supplemental indentures, if any, comply with this Indenture; or


 


(B)         in
the case of a Subsidiary Guarantor, the transaction is made in compliance with Section 1018.


 


Subject to Section 1208 hereof, the Successor
Person will succeed to, and be substituted for, such Subsidiary Guarantor or the Co-Issuer, as applicable, under this Indenture
and such Subsidiary Guarantor’s Guarantee (and references to such Subsidiary Guarantor or the Co-Issuer, as applicable, will
be deemed references to the Successor Person, unless the context requires otherwise), as applicable, and such Guarantor will automatically
be released and discharged from its obligations under this Indenture and such Guarantor’s Guarantee. Notwithstanding the
foregoing, any Subsidiary Guarantor may merge into, amalgamate with or transfer all or part of its properties and assets to another
Subsidiary Guarantor or the Issuer.


 




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SECTION 803.        Successor
Substituted. Upon any consolidation, amalgamation or merger, or any sale, assignment, conveyance, transfer, lease or disposition
of all or substantially all of the assets of the Issuer, Co-Issuer or any Guarantor in accordance with Sections 801 and 802 hereof,
the successor Person formed by such consolidation or into which the Issuer, Co-Issuer or such Guarantor, as the case may be, is
merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made, shall succeed
to, and be substituted for, and may exercise every right and power of, the Issuer, Co-Issuer or such Guarantor, as the case may
be, under this Indenture or the Guarantees, as the case may be, with the same effect as if such successor Person had been named
as the Issuer, Co-Issuer or such Guarantor, as the case may be, herein or the Guarantees, as the case may be. When a successor
Person assumes all obligations of its predecessor hereunder, the Notes or the Guarantees, as the case may be, such predecessor
shall be released from all obligations; provided that in the event of a transfer or lease, the predecessor shall not be
released from the payment of principal and interest or other obligations on the Notes or the Guarantees, as the case may be.


 


ARTICLE
Nine



SUPPLEMENTAL INDENTURES


 


SECTION 901.        Amendments
or Supplements Without Consent of Holders. Without the consent of any Holders, the Co-Issuers, any Guarantor (with respect
to a Guarantee or this Indenture to which it is a party), and the Trustee, at any time and from time to time, may amend or supplement
this Indenture, any Guarantee or the Notes, in form satisfactory to the Trustee, for any of the following purposes:


 


(1)         to
cure any ambiguity, omission, mistake, defect or inconsistency;


 


(2)         to
provide for uncertificated Notes in addition to or in place of certificated Notes;


 


(3)         to
comply with Article Eight hereof;


 


(4)         to
provide the assumption of the Co-Issuers’ or such Guarantor’s obligations to Holders;


 


(5)         to
make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal
rights under this Indenture of any such Holder;


 


(6)         to
add covenants for the benefit of the Holders or to surrender any right or power conferred in this Indenture upon the Issuer, the
Co-Issuer or any Guarantor;


 


(7)         to
comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture
Act, if applicable;


 


(8)         to
evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent
thereunder pursuant to the requirements of Sections 609 and 610 hereof;


 


(9)         to
add a Guarantor of the Notes under this Indenture;


 


(10)        to
conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of notes” section
of the Offering Memorandum to the extent that such provision in the “Description of notes” was intended to be a verbatim
recitation of a provision of this Indenture, the Guarantees or the Notes;


 


(11)        to
make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however,
that (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities
Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer
Notes;


 




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(12)        to
provide for the issuance of Additional Notes in accordance with the terms of this Indenture;


 


(13)        to
secure the Notes and/or the related Guarantees; or


 


(14)        to
release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture.


 


SECTION 902.        Amendments,
Supplements or Waivers with Consent of Holders. With the consent of the Holders of at least a majority in principal amount
of the Outstanding Notes (including consents obtained in connection with the purchase of, or tender offer or exchange offer for,
the Notes), by Act of said Holders delivered to the Issuer and the Trustee, the Co-Issuers, any Guarantor (with respect to any
Guarantee or this Indenture to which it is a party), and the Trustee may amend or supplement this Indenture, any Guarantee or the
Notes for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions or
of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a
purchase of, or tender offer or exchange offer for, the Notes) and any existing Default, Event of Default or compliance with any
provision of this Indenture or the Notes may be waived with the consent of the Holders of not less than a majority in principal
amount of the Outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained
in connection with a purchase of or tender offer or exchange offer for Notes); provided, however, without the consent
of each Holder affected, an amendment, supplement or waiver may not, with respect to any Notes issued under this Indenture and
held by a non-consenting Holder:


 


(1)         reduce
the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;


 


(2)         reduce
the principal of or change the Maturity of any such Note or alter or waive the provisions with respect to the redemption of the
Notes (other than Sections 1017 and 1018);


 


(3)         reduce
the rate of or change the time for payment of interest on any Note;


 


(4)         waive
a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes issued under this Indenture,
except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes
and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in
this Indenture or any guarantee which cannot be amended or modified without the consent of all Holders;


 


(5)         make
any Note payable in money other than that stated in the Notes;


 


(6)         make
any change in Section 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;


 


(7)         make
any change in these amendment and waiver provisions;


 


(8)         release
Holdings or any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture, except
as permitted by this Indenture;


 


(9)         modify
or change any provision of this Indenture or the related definitions to affect the ranking of the Notes or any Guarantee in a manner
that adversely affects the Holders; or


 




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(10)        impair
the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates
therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes.


 


The consent of the Holders is not necessary
under this Indenture or the Notes to approve the particular form of any proposed amendment. It is sufficient if such consent approves
the substance of the proposed amendment.


 


SECTION 903.        Execution
of Amendments, Supplements or Waivers. In executing, or accepting the additional trusts created by, any amendment, supplement
or waiver permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be
provided with, and shall be fully protected in relying upon, an Officer’s Certificate and (other than in the case of an amendment
or supplement for the purpose of adding a Guarantor or a parent guarantor under this Indenture in accordance with Section 901(9))
Opinion of Counsel stating that the execution of such amendment, supplement or waiver is authorized or permitted by this Indenture.
Guarantors may, but shall not be required to, execute supplemental indentures that do not modify such Guarantor’s Guarantee.
The Trustee may, but shall not be obligated to, enter into any such amendment, supplement or waiver which affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise. The Trustee shall have no responsibility or liability with
respect to any matters that would have been covered by the Opinions of Counsel that are not permitted by this Section.


 


SECTION 904.        Revocation
and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is
a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of
a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation
before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in
accordance with its terms (or if silent as to effectiveness, on the date on which the Trustee receives an Officer’s Certificate
certifying that the Holders of the requisite principal amount of Notes have consented (and not theretofore revoked such consent)
to such amendment, supplement or waiver) and thereafter binds every Holder.


 


The Co-Issuers may, but shall not be obligated
to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If
a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their
duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke
any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall
be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been
obtained.


 


SECTION
905.        [Reserved]


 


SECTION 906.        Notation
on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note
thereafter authenticated. The Co-Issuers in exchange for all Notes may issue and the Trustee shall, upon receipt of a Company Order
(an “Authentication Order”), authenticate new Notes that reflect the amendment, supplement or waiver.


 


Failure to make the appropriate notation or
issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.


 




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SECTION 907.        Notice
of Supplemental Indentures. Promptly after the execution by the Issuer, any Guarantor and the Trustee of any supplemental indenture
pursuant to the provisions of Section 902, the Issuer shall give notice thereof to the Holders of each Outstanding Note affected,
in the manner provided for in Section 107, setting forth in general terms the substance of such supplemental indenture; provided
that failure to give such notice shall not impair the validity of such supplemental indenture.


 


ARTICLE
Ten


 


COVENANTS


 


SECTION 1001.        Payment
of Principal, Premium, if any, and Interest. The Co-Issuers covenant and agree for the benefit of the Holders that they will
duly and punctually pay the principal of (and premium, if any) and interest and Additional Amount, if any, on the Notes in accordance
with the terms of the Notes and this Indenture.


 


The Co-Issuers shall pay interest on overdue
principal at the rate specified therefor in the Notes, and it shall pay interest on overdue installments of interest, Additional
Amounts, if any, at the same rate to the extent lawful.


 


SECTION 1002.        Maintenance
of Office or Agency. The Co-Issuers will maintain in The City of New York, an office or agency where Notes may be presented
or surrendered for payment, where Notes may be surrendered for registration of transfer or exchange and where notices and demands
to or upon the Co-Issuers in respect of the Notes and this Indenture may be served. The designated office of the Trustee shall
be such office or agency of the Co-Issuers, unless the Issuer shall designate and maintain some other office or agency for one
or more of such purposes. The Issuer will give prompt written notice to the Trustee of any change in the location of any such office
or agency. If at any time the Co-Issuers shall fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Co-Issuers hereby appoint the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.


 


The Issuer may also from time to time designate
one or more other offices or agencies (in or outside of The City of New York) where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind any such designation; provided, however, that no such
designation or rescission shall in any manner relieve the Co-Issuers of their obligation to maintain an office or agency in The
City of New York for such purposes. The Issuer will give prompt written notice to the Trustee of any such designation or rescission
and any change in the location of any such other office or agency.


 


SECTION 1003.        Money
for Notes Payments to Be Held in Trust. If the Co-Issuers shall at any time act as their own Paying Agent, they will, on or
before each due date of the principal of (or premium, if any) or interest on any of the Notes, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum sufficient to pay the principal of (or premium, if any) or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee
of its action or failure so to act.


 


Whenever the Co-Issuers shall have one or
more Paying Agents for the Notes, they will, on or before each due date of the principal of (or premium, if any) or interest on
any Notes, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due,
such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Issuer will promptly notify the Trustee of such action or any failure so to act.


 




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The Co-Issuers will cause each Paying Agent
(other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section 1003, that such Paying Agent will:


 


(1)         hold
all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the benefit of
the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;


 


(2)         give
the Trustee notice of any Default by the Co-Issuers (or any other obligor upon the Notes) in the making of any payment of principal
(and premium, if any) or interest; and


 


(3)         at
any time during the continuance of any such Default, upon the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent.


 


The Co-Issuers may at any time, for the purpose
of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee upon
the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums.


 


Any money deposited with the Trustee or any
Paying Agent, or then held by the Issuer, in trust for the payment of the principal of (or premium, if any) or interest on any
Note and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to
the Issuer on Company Request, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note
shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the Issuer as Trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall
at the expense of the Issuer cause to be published once, in a newspaper published in the English language, customarily published
on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Issuer.


 


SECTION 1004.        Existence.
Except as permitted by Article Eight and Section 1018, Holdings will do or cause to be done all things necessary to preserve and
keep in full force and effect its existence and that of each Co-Issuer and Subsidiary Guarantor and the rights (based on organization
documents and statute) and franchises of Holdings and each Co-Issuer and Subsidiary Guarantor; provided, however,
that Holdings shall not be required to preserve any such existence, right or franchise if Holdings shall determine in its judgment
that the preservation thereof is no longer desirable in the conduct of the business of Holdings and its Subsidiaries taken as a
whole. For the avoidance of doubt, subject to compliance with Article Eight, Holdings, the Co-Issuers and the Subsidiary Guarantors
will be permitted to change their organizational form.


 




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SECTION 1005.        Payment
of Taxes and Other Claims. Holdings will pay or discharge or cause to be paid or discharged, before the same shall become delinquent,
(1) all taxes, assessments and governmental charges levied or imposed upon Holdings or any Restricted Subsidiary or upon the income,
profits or property of Holdings or any Restricted Subsidiary and (2) all lawful claims for labor, materials and supplies, which,
if unpaid, might by law become a lien upon the property of Holdings or any Restricted Subsidiary; provided, however,
that Holdings shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim
whose amount, applicability or validity (x) is being contested in good faith by appropriate proceedings and for which appropriate
reserves, if necessary (in the good faith judgment of management of Holdings) are being maintained in accordance with GAAP or (y)
would not reasonably be expected to cause a material adverse effect on the results of operations or financial condition of Holdings
and its Subsidiaries taken as a whole.


 


SECTION 1006.        [Reserved]


 


SECTION 1007.        Maintenance
of Insurance.


 


(a)          Generally.
Holdings will, and will cause each of the Restricted Subsidiaries to, at all times maintain in full force and effect, with insurance
companies that the Issuer believes (in the good faith judgment of the management of the Issuer) are financially sound and responsible
at the time the relevant coverage is placed or renewed, insurance in at least such amounts and against at least such risks (and
with such risk retentions) as are usually insured against in the same general area by companies engaged in the same or a similar
business.


 


(b)          Covered
Satellites. Holdings will, and Holdings will cause each of its Restricted Subsidiaries to, obtain, maintain and keep in full
force and effect at all times (i) with respect to each Satellite procured by Holdings or any of its Restricted Subsidiaries for
which the risk of loss passes to Holdings or such Restricted Subsidiary at or before launch, and for which launch insurance or
commitments with respect thereto are not in place as of the Issue Date, launch insurance with respect to each such Satellite covering
the launch of such Satellite and a period of time thereafter and with such industry standard terms (including exclusions, limitations
on coverage, co-insurance and deductibles) as are generally available on commercially reasonable terms, (ii) with respect to each
Satellite it currently owns or for which it has risk of loss (or, if the entire Satellite is not owned, the portion it owns or
for which it has risk of loss), other than any Excluded Satellite, In-Orbit Insurance and (iii) at all times subsequent to the
coverage period of the launch insurance described in clause (i) above, if any, or if launch insurance is not procured, at all times
subsequent to the initial completion of in-orbit testing, in each case with respect to each Satellite it then owns or for which
it has risk of loss (or portion, as applicable), other than any Excluded Satellite, In-Orbit Insurance; provided, however,
that at any time with respect to a Satellite that is not an Excluded Satellite, none of Holdings or any of its Subsidiaries shall
be required to maintain In-Orbit Insurance in excess of 33% of the aggregate net book value of any individual and 50% of the aggregate
net book value of all in-orbit Satellites (and portions it owns or for which it has risk of loss) insured (it being understood
that any Satellite (or portion, as applicable) protected by In-Orbit Contingency Protection shall be deemed to be insured for a
percentage of its net book value as set forth in the definition of “In-Orbit Contingency Protection”). In the event
that the expiration and non-renewal of In-Orbit Insurance for such a Satellite (or portion, as applicable) resulting from a claim
of loss under such policy causes a failure to comply with the proviso in the immediately preceding sentence, Holdings and its Restricted
Subsidiaries shall be deemed to be in compliance with such proviso for the 120 days immediately following such expiration or non-renewal;
provided that Holdings or any of its Restricted Subsidiaries, as the case may be, procures such In-Orbit Insurance or provides
such In-Orbit Contingency Protection as necessary to comply with such proviso within such 120-day period. In the event of the unavailability
of any In-Orbit Contingency Protection for any reason, Holdings or any of its Restricted Subsidiaries, as the case may be, shall,
subject to the first proviso above, within 120 days of such unavailability, be required to have in effect In-Orbit Insurance complying
with clause (ii) or (iii) above, as applicable, with respect to all Satellites (or portions, as applicable), other than Excluded
Satellites that the unavailable In-Orbit Contingency Protection was intended to protect and for so long as such In-Orbit Contingency
Protection is unavailable; provided that Holdings and its Restricted Subsidiaries shall be considered in compliance with
this Section 1007 for the 120 days immediately following such unavailability.


 




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(c)          Procurement
of Insurance by Trustee. Without limiting the obligations of Holdings or any Restricted Subsidiary hereunder, in the event
Holdings or any Restricted Subsidiary shall fail to maintain in full force and effect insurance as required by this Section 1007
and an Event of Default arises therefrom, then the Trustee, acting pursuant to instructions of Holders holding not less than 25%
of the aggregate principal amount of Notes, upon receipt of adequate security or indemnity from such Holders, may, but shall have
no obligation to, or Holders holding not less than 25% of the aggregate principal amount of Notes may themselves, in either case
upon reasonable prior notice to the Issuer of an intention to do so, procure insurance covering the interests of the Holders in
such amounts and against such risks as are required hereby, and the Issuer shall reimburse the Holders or the Trustee in respect
of any premiums or other fees or expenses paid by the Holders or the Trustee in respect thereof.


 


(d)          In
the event that Holdings or its Restricted Subsidiaries receive net cash proceeds in excess of US $10,000,000 from any Satellite
insurance covering any Satellite owned by Holdings or any of its Restricted Subsidiaries, or in the event that Holdings or any
of its Restricted Subsidiaries receives net cash proceeds in excess of US$10,000,000 from any insurance maintained for it by a
Satellite Manufacturer or any Launch Services Provider covering any of such Satellites (the event resulting in the payment of such
proceeds, an “Event of Loss”), all Event of Loss Proceeds in respect of such Event of Loss shall be applied
in the manner provided for in the second paragraph under Section 1018.


 


(e)          Holdings
will, and will cause each of the Restricted Subsidiaries to, notify the Trustee promptly whenever any separate insurance concurrent
in form or contributing in the Event of Loss with that required to be maintained under this Section 1007 is taken out by Holdings
or any of the Restricted Subsidiaries; and promptly deliver to the Trustee a duplicate original copy of such policy or policies,
or an insurance certificate with respect thereto.


 


(f)          Notwithstanding
anything herein, the Trustee shall have no obligation to monitor whether Holdings or any Restricted Subsidiary is maintaining the
insurance required under this Indenture and the Trustee makes no representations or warranties and will not provide any advice
as to whether any insurance is adequate for purposes of the business of Holdings and its Subsidiaries or the protection of the
Holders’ interests.


 


(g)          In
connection with the covenants set forth in this Section 1007, it is understood and agreed that


 


(1)         neither
the Trustee nor any Holder nor any of their respective agents or employees shall be liable for any loss or damage insured by the
insurance policies required to be maintained under this Section 1007, it being understood that (A) Holdings and its Restricted
Subsidiaries shall look solely to their insurance companies or any other parties other than the aforesaid parties for the recovery
of such loss or damage and (B) such insurance companies shall have no rights of subrogation against the Trustee or any Holder or
any of their respective agents or employees (it being understood and agreed that the Issuer shall only be required to use commercially
reasonable efforts to seek such waiver of subrogation rights against such parties, but in no event shall such efforts require the
making of payments or material concessions in exchange for such consent). If, however, the insurance policies do not provide waiver
of subrogation rights against such parties, then each of Holdings and the Issuer hereby agree, to the extent permitted by law,
to waive, and to cause each of their Subsidiaries to waive, its right of recovery, if any, against the Trustee, the Holders and
their respective agents and employees;


 




    	 	-77-	 



     


    

 


(2)         the
designation of any form, type or amount of insurance coverage under this Section 1007 shall in no event be deemed a representation,
warranty or advice by the Trustee or the Holders that such insurance is adequate for the purposes of the business of Holdings and
its Subsidiaries or the protection of their properties; and


 


(3)         all
references to book value set forth herein shall be measured with respect to the entity which owns or leases the applicable Satellite,
provided that if the entity leases the applicable Satellite from an Affiliate then such references shall be measured with
respect to the book value of such Affiliate.


 


SECTION 1008.        Statement
by Officers as to Default.


 


When any Default or Event of Default has occurred
and is continuing under this Indenture the Issuer shall deliver to the Trustee by registered or certified mail or facsimile transmission
a statement specifying such Default of Event of Default within ten Business Days of becoming aware of its occurrence.


 


SECTION 1009.        Reports
and Other Information.


 


Whether or not required by the rules and regulations
of the SEC, so long as any Notes are outstanding, the Issuer shall furnish:


 


(a)          (1)
within 90 days of the end of each fiscal year, annual audited financial statements for such fiscal year and (2) within 45 days
of the end of each of the first three fiscal quarters of every fiscal year, unaudited financial statements for the interim period
as of, and for the period ending on, the end of such fiscal quarter, in each case, including “Business,” “Legal
Proceedings,” “Defaults Upon Senior Securities,” “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” “Accounting Standards” and “Related Party Transactions” disclosures
with respect to the periods presented to the extent such disclosures would be required in a Form 20-F or 40-F for such period and,
with respect to the annual information only, a report on the annual financial statements by Holdings’ certified independent
accountants (all of the foregoing financial information to be prepared on a basis substantially consistent with (i), and subject
to exceptions substantially consistent with, the corresponding financial information included in the Offering Memorandum or (ii)
the then applicable SEC requirements); and


 


(b)          promptly
from time to time after the occurrence of an event required to be therein reported, such other reports (in each case, without exhibits)
containing substantially the same information required to be contained in a Current Report on Form 8-K under the Exchange Act (other
than Items 1.04 (Mine safety — reporting of shutdowns and patterns of violations), 3.01 (Notice of delisting or failure to
satisfy a continued listing rule or standard; transfer of listing), 3.02 (Unregistered sales of equity securities), 3.03 (material
modifications to rights of security holders) (other than as relates to debt securities), 5.03(a) (Amendments to Articles of Incorporation
or Bylaws), 5.04 (Temporary suspension of trading under registrant’s employee benefit plans), 5.05 (Amendments to the Registrant’s
Code of Ethics, or Waiver of a Provision of the Code of Ethics), 5.06 (Change in shell company status), 5.07 (Submission of matters
to a vote of security holders), 5.08 (Shareholder director nominations), all items in Section 6 thereof and 8.01 (Other events));
provided, however, that no such report shall be required to be furnished if the Issuer determines in its good faith
judgment that such event is not material to the Holders or the business, assets, operations, financial positions or prospects of
the Issuer and its Restricted Subsidiaries; provided, however, that in no event shall such reports be required to
comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-GAAP
(non-IFRS) financial measures contained therein.


 




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For any quarterly or annual period during
which (a) any of the Issuer’s Subsidiaries are Unrestricted Subsidiaries and (b) any of the revenues, assets and liabilities
of the Unrestricted Subsidiaries, in the aggregate, exceed 5.0% of the total revenues, Total Assets, or total liabilities, respectively,
of Holdings on a consolidated basis, then the quarterly and annual financial information required by the preceding paragraph will
include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, in “Management’s
Discussion and Analysis of Financial Condition and Results of the Operations” or other comparable section, of the financial
condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results
of operations of the Unrestricted Subsidiaries of the Issuer.


 


The Issuer will (1) distribute such reports
and information electronically to the Trustee and (2) make available, or arrange with the Trustee for the Trustee to make available,
such reports and information to any Holder, any bona fide prospective purchaser of the Notes (a “Prospective Purchaser”),
any bona fide security analyst or any bona fide market maker by posting such reports and information on Intralinks or any comparable
password protected online data system or on a public website; provided that the Issuer shall only be required to make readily
available any password or other login information to any such Holder, Prospective Purchaser, security analyst or market maker.


 


Notwithstanding the foregoing, (i) none of
the reports, financial statements or other materials furnished pursuant to clauses (a) and (b) of the first paragraph of this Section
1009 shall be required to comply with Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 and 308
of Regulation S-K promulgated by the SEC and (ii) the Issuer will be deemed to have furnished such reports referred to above if
it or any parent company that has provided a full and unconditional guarantee of the Notes has filed such reports with either the
SEC via the EDGAR filing system or the System for Electronic Document Analysis and Retrieval (SEDAR) in Canada or any successor
systems thereto and such reports are publicly available via the EDGAR filing system or SEDAR or any successor systems thereto.


 


So long as any Notes are outstanding, the
Issuer will also: (1) as promptly as reasonably practicable after furnishing to the Trustee the annual and quarterly reports required
by clause (a) of the first paragraph of this Section 1009 or such earlier time after the completion of such reporting period, hold
a conference call to discuss the results of operations for the relevant reporting period; and (2) issue a press release to the
appropriate nationally recognized wire services prior to the date of the conference call required to be held in accordance with
clause (1) of this paragraph, announcing the time and date of such conference call and either including all information necessary
to access the call or informing Holders, Prospective Purchasers, market makers and securities analysts how they can obtain such
information.


 


In addition, to the extent not satisfied by
the foregoing, the Issuer shall, for so long as any Notes are outstanding, furnish to prospective investors, upon their request,
any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely
transferable under the Securities Act.


 


Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual
or constructive notice of any information contained therein or determinable from information contained therein, including compliance
with any of the covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).


 




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Notwithstanding the requirements to furnish
reports, financial statements and other materials pursuant to clauses (a) and (b) of the first paragraph of this Section 1009,
in the event that the Issuer, or any parent or successor thereto, is a “reporting issuer” (or its equivalent) in any
province of Canada, (i) all reports, financial statements and other materials required to be furnished to the Trustee and Holders
will be deemed to have been provided to the Trustee and the Holders in satisfaction of the requirements above if the Issuer, or
any parent or successor thereto has filed all documents required to be filed pursuant to National Investment 51-102 — Continuous
Disclosure Obligations on SEDAR or any successor system thereto; provided, that the Trustee shall not be required to
monitor whether such documents are so posted and shall not be required to retrieve such documents, and (ii) if the Issuer holds
a quarterly conference call for its equity holders within fifteen Business Days of filing a financial report on SEDAR or any successor
system thereto, the Issuer will no longer be required to hold a separate conference call in respect of such financial report for
the Holders as described in the fifth paragraph of this Section 1009.


 


SECTION 1010.        Limitation
on Restricted Payments.


 


Holdings will not, and will not permit any
Restricted Subsidiary to, directly or indirectly:


 


(a)          declare
or pay any dividend or make any distribution on account of Holdings’ or any Restricted Subsidiary’s Equity Interests,
including any dividend or distribution payable on account of Holdings’ or any Restricted Subsidiary’s Equity Interests
in connection with any merger or consolidation other than


 


(1)         dividends
or distributions by Holdings payable in Equity Interests (other than Disqualified Stock) of Holdings or in options, warrants or
other rights to purchase such Equity Interests, or


 


(2)         dividends
or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of
any class or series of securities issued by a Subsidiary other than a Wholly-Owned Subsidiary, Holdings or a Restricted Subsidiary
receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or
series of securities;


 


(b)          purchase,
redeem, defease or otherwise acquire or retire for value any Equity Interests of Holdings or any direct or indirect parent of Holdings,
including any dividend or distribution payable in connection with any merger, amalgamation or consolidation;


 


(c)          make
any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled
repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than the purchase, repurchase or other acquisition
of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final
maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or


 


(d)          make
any Restricted Investment


 


(all such payments and other actions set forth in clauses (a)
through (d) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted
Payment:


 


(1)         no
Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;


 




    	 	-80-	 



     


    

 


(2)         Holdings
can incur at least US$1.00 of additional Indebtedness pursuant to the provisions of the first paragraph of Section 1011; and


 


(3)         such
Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Holdings and its Restricted Subsidiaries
after the Issue Date (including Restricted Payments permitted by clauses (1), (5) and (17) of the next succeeding paragraph, but
excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the Applicable Amount.


 


The foregoing provisions will not prohibit:


 


(1)         the
payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration
thereof or the giving of such irrevocable notice, as applicable, if, at the date of declaration or the giving of such notice, such
payment would have complied with the provisions of this Indenture (assuming, in the case of a redemption payment, the giving of
the notice of such redemption payment would have been deemed to be a Restricted Payment at such time);


 


(2)         the
redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”) or
Subordinated Indebtedness of the Issuer or Holdings, in exchange for, or out of the proceeds of the substantially concurrent sale
(other than to a Restricted Subsidiary) of, Equity Interests of Holdings (in each case, other than any Disqualified Stock) (“Refunding
Capital Stock”);


 


(3)         the
redemption, repurchase, defeasance, exchange or other acquisition or retirement of Subordinated Indebtedness of Holdings or any
Restricted Subsidiary made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of
Holdings or any Restricted Subsidiary which is incurred in compliance with Section 1011 so long as:


 


(A)         the
principal amount (or accreted value, in the case of Indebtedness issued at a discount) of such new Indebtedness does not exceed
the principal amount (or accreted value, if applicable) of the Subordinated Indebtedness being so redeemed, repurchased, acquired,
defeased, exchanged or retired, plus the amount of any reasonable fees, expenses and premium incurred or paid in connection with
such redemption, repurchase, acquisition, defeasance, exchange or retirement and the incurrence of such new Indebtedness;


 


(B)         such
new Indebtedness is subordinated to the Notes at least to the same extent as such Subordinated Indebtedness so redeemed, repurchased,
defeased, exchanged, acquired or retired; provided that this subclause (B) need not be satisfied if (i) such new Indebtedness
can be incurred pursuant to the first paragraph of Section 1011 or (ii) the amount of such new Indebtedness shall not exceed the
Applicable Amount (it being understood that if amounts available under the Applicable Amount are used to redeem, repurchase, defease,
exchange, acquire or retire such Subordinated Indebtedness, then the Applicable Amount shall be reduced by such amounts);


 


(C)         such
new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated
Indebtedness being so redeemed, repurchased, defeased, exchanged, acquired or retired;


 




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(D)         such
new Indebtedness has a Weighted Average Life to Maturity at the time incurred which is not less than the shorter of (i) the remaining
Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, defeased, exchanged, acquired
or retired and (ii) the Weighted Average Life to Maturity that would result if all payments of principal on the Indebtedness being
so redeemed, repurchased, defeased, acquired or retired that were due on or after the date one year following the maturity date
of any Notes then outstanding were instead due on such date one year following the maturity date of such Notes; and


 


(E)         the
obligor of such Indebtedness does not include any Person (other than the Co-Issuers or any Guarantor) that is not an obligor of
the Indebtedness being so redeemed, repurchased, defeased, exchanged, acquired or retired;


 


(4)         a
Restricted Payment to pay for the repurchase, redemption, retirement or other acquisition of Equity Interests of Holdings or any
of its direct or indirect parent companies held by any future, present or former employee, director, officer or consultant of Holdings,
any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option
plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted
Payments made under this clause (4) do not exceed in any calendar year US$15,000,000 (which shall increase to US$30,000,000 subsequent
to the consummation of a Qualified IPO) with unused amounts in any calendar year in an amount not to exceed US$30,000,000 (which
shall increase to US$60,000,000 subsequent to the consummation of a Qualified IPO) being carried over to the succeeding calendar
years; provided, further that such amount in any calendar year may be increased by an amount not to exceed:


 


(A)         the
cash proceeds from the sale of Equity Interests of Holdings and, to the extent contributed to Holdings, Equity Interests of any
of Holdings’ direct or indirect parent companies, in each case to members of management, directors or consultants of Holdings,
any of its Subsidiaries or any of its direct or indirect parent companies that occurs or occurred after the Issue Date, to the
extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments
by virtue of clause (B)(3) of the definition of the term “Applicable Amount”; plus


 


(B)         the
cash proceeds of key man life insurance policies received by Holdings and its Restricted Subsidiaries after the Issue Date; less


 


(C)         the
amount of any Restricted Payments previously made since the Issue Date pursuant to clauses (A) and (B) of this clause (4);


 


and provided, further
that cancellation of Indebtedness owing to the Issuer, Co-Issuer or any Guarantor from members of management of Holdings, any of
its direct or indirect parent companies or any Restricted Subsidiary in connection with a repurchase of Equity Interests of Holdings
or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Section
1010 or any other provision of this Indenture;


 


(5)         the
declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of Holdings or any
other Restricted Subsidiary issued in accordance with Section 1011 to the extent such dividends are included in the definition
of Cumulative Interest Expense;


 




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(6)         repurchases
of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of
the exercise price or taxes payable in respect of such options or warrants;


 


(7)         Restricted
Payments that are made with Excluded Contributions;


 


(8)         the
repurchase, redemption or other acquisition of Equity Interests deemed to occur in connection with paying cash in lieu of fractional
shares in connection with any dividend (including in connection with the exercise of warrants, options or other securities convertible
into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any acquisition or other
Investment and to honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional
shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms;


 


(9)         the
repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions
similar to those described under Sections 1017 and 1018; provided that all Notes tendered by Holders in connection with
a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or otherwise acquired for value;


 


(10)        Holdings
making and paying dividends:


 


(A)         for
any taxable period ending after the Issue Date for which Holdings is a member of a consolidated, combined, unitary or aggregate
income tax group (a “Tax Group”) of which a direct or indirect parent company of Holdings is the common parent, the
proceeds of which shall be used to pay (or to make dividends to allow any parent entity of Holdings to pay) any income Tax liability
of such Tax Group in respect of taxable income attributable to Holdings and its Subsidiaries, but not in excess of the Tax liability
that Holdings would incur if it filed tax returns as the parent of a Tax Group for itself and its Subsidiaries (and net of any
payment already made and to be made by Holdings to a taxing authority to satisfy such Tax liability); provided that a dividend
attributable to any Taxes attributable to an Unrestricted Subsidiary shall be permitted only to the extent such Unrestricted Subsidiary
distributed cash to Holdings or its Restricted Subsidiaries for such purpose,


 


(B)         the
proceeds of which shall be used to pay (or to make dividends to allow any parent entity of Holdings to pay) its operating expenses
incurred in the ordinary course (including related to maintenance of organizational existence), general administrative costs and
other overhead costs and expenses (including customary salary, bonus and other benefits payable to officers and employees of any
parent entity and administrative, legal, accounting, professional and similar fees and expenses provided by third parties, including
Holding’s proportionate share of such amount relating to such parent entity being a public company, if applicable), plus
any indemnification claims made by employees, managers, consultants, independent contractors, directors or officers of any parent
entity of Holdings; and


 


(C)         the
proceeds of which shall be used to pay (or to make dividends to allow any parent entity of Holdings to pay) franchise, excise and
similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its parent entities’)
corporate or other legal existence;


 




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(11)        Restricted
Payments made to fund payments made in accordance with clause (7) or (12) of the second paragraph of Section 1013; and


 


(12)        the
declaration and payment of dividends or distributions to, or repurchase or redemption of shares from, the equity holders of Holdings
or the Issuer in an amount equal to the greater of (x) 6.0% per annum of the net proceeds received by Holdings or the Issuer, as
applicable, from any Qualified IPO and (y) 5% per annum of Market Capitalization;


 


(13)        the
prepayment, repurchase, redemption or other retirement or defeasance of the Mezzanine Securities at any time, so long as no Default
or Event of Default has occurred and is continuing;


 


(14)        Investments
in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to
this clause (14) that are at that time outstanding, not to exceed the greater of US$120,000,000 and 2.75% of Total Assets at the
time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect
to subsequent changes in value); provided that the dollar amount of Investments deemed to have been made pursuant to this
clause (14) at any time shall be reduced by the Fair Market Value of the proceeds received by the Issuer and/or the Restricted
Subsidiaries from the subsequent sale, disposition or other transfer of such Investments without giving effect to the subsequent
changes in value;


 


(15)        the
distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to Holdings or a Restricted Subsidiary
by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);
or


 


(16)        [reserved];


 


(17)        other
Restricted Payments, so long as on a pro forma basis after giving effect to such Restricted Payment and the incurrence of any related
Indebtedness, the Total Net Leverage Ratio for the Test Period immediately preceding such date shall be less than or equal to 3.25
to 1.00;


 


(18)        payments
by Holdings or any Restricted Subsidiary in respect of withholding or similar taxes payable or expected to be payable by any future,
current or former employee, director, manager, consultant or independent contractor (or any of their respective immediate family
members) of Holdings, any parent entity of Holdings, the Issuer or any other Subsidiary in connection with the exercise or vesting
of Equity Interests or other equity awards or any repurchases, redemptions, acquisitions, retirements or withholdings of Equity
Interests in connection with any exercise of Equity Interests or other equity options or warrants or the vesting of Equity Interests
or other equity awards if such Equity Interests represent all or a portion of the exercise price of, or withholding obligation
with respect to, such options or, warrants or other Equity Interests or equity awards;


 


(19)        the
payment, on or after the Issue Date, of one or more dividends to the shareholders and/or option holders of Holdings in an aggregate
amount not to exceed US$400,000,000;


 


(20)        the
repayment, redemption, repurchase, defeasance, exchange or other acquisition or retirement of Dividend Obligations (excluding the
payment of any interest (in the form of accretion, PIK, cash or otherwise), expenses or premium related thereto); or


 




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(21)        payment
of dividends by Holdings on director voting preferred shares in an amount not to exceed US$50,000 per year.


 


For purposes of determining compliance with
this Section 1010, in the event that a proposed Restricted Payment or Investment (or a portion thereof) meets the criteria of more
than one of the categories of Restricted Payments described in the preceding clauses (1) through (21) above and/or one or more
of the clauses contained in the definition of “Permitted Investments,” or is entitled to be made pursuant to the first
paragraph of this covenant the Issuer shall be entitled to divide or classify (or later divide, classify or reclassify in whole
or in part in its sole discretion) such Restricted Payment or Investment (or portion thereof) among such clauses (1) through (21)
and such first paragraph and/or one or more of the clauses contained in the definition of “Permitted Investments,”
in a manner that otherwise complies with this Section 1010.


 


As of the Issue Date, all of Holdings’
Subsidiaries shall be Restricted Subsidiaries. The Issuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary
except pursuant to the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary
as an Unrestricted Subsidiary, all outstanding Investments by Holdings and its Restricted Subsidiaries (except to the extent repaid)
in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence
of the definition of “Investment.” Such designation will be permitted only if a Restricted Payment in such amount would
be permitted at such time, whether pursuant to the first paragraph or clause (14) of the second paragraph of this Section 1010
or under clauses (7) or (12), or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise
meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants
set forth in this Indenture and will not guarantee the Notes.


 


SECTION 1011.        Limitation
on Incurrence of Indebtedness. Holdings will not, and will not permit any Restricted Subsidiary to, directly or indirectly,
create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively,
“incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired
Indebtedness) and Holdings will not permit any Restricted Subsidiary to issue any shares of preferred stock; provided, however,
that Holdings, the Issuer and the Co-Issuer may incur Indebtedness (including Acquired Indebtedness), any Restricted Subsidiary
may incur Indebtedness and issue shares of preferred stock (including Acquired Indebtedness) if as of the date any such Indebtedness
is incurred or preferred stock is issued, on a pro forma basis after giving effect to the incurrence and application of the proceeds
of such Indebtedness, Holdings’ Total Net Leverage Ratio for the Test Period immediately preceding such date shall be less
than or equal to 4.50 to 1.00; provided, further that the aggregate principal amount (or liquidation preference)
of Indebtedness incurred or preferred stock issued pursuant to the foregoing together with amounts under clauses (i) and (o) of
this Section 1011 by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of US$300,000,000 and 6.5% of
Total Assets at any time outstanding.


 


The foregoing limitations will not apply to
(“Permitted Debt”):


 


(a)          the
incurrence of Indebtedness under Credit Facilities by Holdings or any of the Restricted Subsidiaries and the issuance and creation
of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed
to have a principal amount equal to the face amount thereof), (x) up to the greater of (1) an aggregate principal amount of US$2,650,000,000
and (2) an aggregate principal amount of Secured Indebtedness (with all Indebtedness incurred under this clause (a) being deemed
Secured Indebtedness for purposes of making the determination hereunder) outstanding at any one time that does not cause the Senior
Secured Net Leverage Ratio to exceed 3.50 to 1.00, determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom) and (y) without duplication, Indebtedness incurred to refund, refinance or replace any Indebtedness incurred
pursuant to clause (a)(x) plus accrued and unpaid interest;


 




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(b)          the
incurrence by the Co-Issuers and any Guarantor of Indebtedness represented by the Notes (including any Guarantee) (other than any
Additional Notes);


 


(c)          Existing
Indebtedness (other than Indebtedness described in clauses (a) and (b));


 


(d)          Indebtedness
(including Finance Lease Obligations and Indebtedness related to Sale and Lease-Back Transactions) and preferred stock incurred
by Holdings or any of its Restricted Subsidiaries, to finance the purchase, lease, construction or improvement (including, without
limitation, the cost of design, development, construction, acquisition, transportation, installation, improvement and migration)
of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of
assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount which, when aggregated with the
principal amount of all other Indebtedness and preferred stock then outstanding and incurred pursuant to this clause (d) and including
all Refinancing Indebtedness incurred to refund, refinance or replace any other Indebtedness and preferred stock incurred pursuant
to this clause (d), does not exceed the greater of (x) US$150,000,000 and (y) 3.25% of Total Assets at the time of incurrence;


 


(e)          Indebtedness
incurred by Holdings or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued
in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness
with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that
upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days
following such drawing or incurrence;


 


(f)          Indebtedness
arising from agreements of Holdings or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar
obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary,
other than guarantees of Indebtedness incurred by any Person acquiring or disposing of all or any portion of such business, assets
or a Subsidiary for the purpose of financing such acquisition; provided, however, that


 


(1)         such
Indebtedness is not to be reflected on the balance sheet of Holdings or any Restricted Subsidiary prepared in accordance with GAAP
(contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will
not be deemed to be reflected on such balance sheet for purposes of this clause (f)(1)) and


 


(2)         the
maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including noncash proceeds
(the Fair Market Value of such noncash proceeds being measured at the time received and without giving effect to any subsequent
changes in value) actually received by Holdings and the Restricted Subsidiaries in connection with such disposition;


 


(g)          Indebtedness
(including Indebtedness related to Sale and Lease-Back Transactions) or preferred stock of the Issuer or Holdings to a Restricted
Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is subordinated
in right of payment to the Notes; provided, further that any subsequent issuance or transfer of any Capital Stock
or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent
transfer of any such Indebtedness (except to Holdings or another Restricted Subsidiary) shall be deemed in each case to be an incurrence
of such Indebtedness;


 




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(h)          Indebtedness
(including Indebtedness related to Sale and Lease-Back Transactions) or preferred stock of a Restricted Subsidiary to Holdings
or another Restricted Subsidiary; provided that


 


(1)         any
such Indebtedness is made pursuant to an intercompany note and


 


(2)         if
a Guarantor incurs such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor such Indebtedness is subordinated
in right of payment to the Guarantee of such Guarantor; provided, further that any subsequent transfer of any such
Indebtedness (except to Holdings or another Restricted Subsidiary) shall be deemed in each case to be an incurrence of such Indebtedness;


 


(i)          Indebtedness
or preferred stock of Restricted Subsidiaries that are not Guarantors, provided, however, that the aggregate principal
amount of Indebtedness or liquidation preference of preferred stock incurred under this clause (i), when aggregated with the principal
amount of all other Indebtedness then outstanding and incurred pursuant to this clause (i) and any refinancings in respect of any
of the foregoing, does not exceed the greater of US$120,000,000 and 2.75% of Total Assets at the time of incurrence; provided,
further that the aggregate principal amount (or liquidation preference) of Indebtedness incurred or preferred stock issued
pursuant to this clause (i) together with such amounts incurred or issued by Restricted Subsidiaries that are not Guarantors pursuant
to clause (o) below or the first paragraph of this covenant shall not exceed the greater of US$300,000,000 and 6.5% of Total Assets
at any one time outstanding;


 


(j)          (x)
Swap Obligations entered into for bona fide (non-speculative) business purposes and (y) Indebtedness in respect of Cash Management
Obligations;


 


(k)          obligations
in respect of performance, bid, appeal and surety bonds and completion guarantees provided by Holdings or any Restricted Subsidiary
in the ordinary course of business, including guarantees or obligations of Holdings or any Restricted Subsidiary with respect to
letters of credit supporting such performance, bid, appeal or surety obligations (in each case other than for an obligation for
money borrowed);


 


(l)          (a)
Indebtedness or preferred stock of the Co-Issuers or any Guarantor not otherwise permitted hereunder in an aggregate principal
amount or liquidation preference of 100% of the net cash proceeds received by Holdings since immediately after the Issue Date from
the issue or sale of Equity Interests of Holdings or cash contributed to the capital of Holdings (in each case, other than Excluded
Contributions or sales of Equity Interests to Holdings or any of its Subsidiaries) as determined in accordance with clauses (B)(1)
and (B)(2) of the definition of Applicable Amount to the extent such net cash proceeds or cash have not been applied pursuant to
such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to the second paragraph of
Section 1010 or to make Permitted Investments (other than Permitted Investments specified in clauses (1), (2) and (3) of the definition
thereof) and (b) Indebtedness or preferred stock of the Co-Issuers or any Guarantor not otherwise permitted hereunder in an aggregate
principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other
Indebtedness or preferred stock then outstanding and incurred pursuant to this clause (l)(b), does not at any one time outstanding
exceed the greater of (x) US$200,000,000 or (y) 4.5% of Total Assets as of the time of incurrence (it being understood that any
Indebtedness or preferred stock incurred pursuant to this clause (l)(b) shall cease to be deemed incurred or outstanding for purposes
of this clause (l)(b) but shall be deemed incurred for the purposes of the first paragraph of this Section 1011 from and after
the first date on which the Co-Issuers or such Guarantor could have incurred such Indebtedness under the first paragraph of this
Section 1011 without reliance on this clause (l)(b));


 




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(m)          Indebtedness
or preferred stock incurred in connection with project financings and export credit financings (it being understood that the Issuer
may determine in good faith the purpose for which Indebtedness was incurred) and any refinancing, refunding, renewal or extension
of any such Indebtedness; provided that the aggregate amount of Indebtedness or preferred stock incurred pursuant to this
clause (m) shall not exceed the greater of US$700,000,000 and 15.1% of Total Assets at any time outstanding;


 


(n)          the
incurrence by Holdings or any Restricted Subsidiary of Indebtedness or preferred stock which serves to refund or refinance any
Indebtedness or preferred stock incurred as permitted under the first paragraph of this Section 1011 and clauses (b), (c), (d),
(i) and (m) above, this clause (n) and clause (o) below or any Indebtedness or preferred stock issued to so refund or refinance
such Indebtedness or preferred stock including additional Indebtedness or preferred stock incurred to pay premiums, expenses and
fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided,
however, that such Refinancing Indebtedness


 


(1)         has
a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining
Weighted Average Life to Maturity of the Indebtedness being refunded or refinanced,


 


(2)         to
the extent such Refinancing Indebtedness refinances Subordinated Indebtedness, such Refinancing Indebtedness is subordinated to
the Notes or such Guarantee at least to the same extent as the Indebtedness being refinanced or refunded; provided that
this subclause (2) need not be satisfied if the amount of such Refinancing Indebtedness shall not exceed the Applicable Amount
(it being understood that if amounts available under the Applicable Amount are used to refinance such Subordinated Indebtedness,
then the Applicable Amount shall be reduced by such amount), and


 


(3)         shall
not include


 


(x)          Indebtedness
of a Subsidiary of Holdings that refinances Indebtedness of the Issuer,


 


(y)          Indebtedness
of a Subsidiary of Holdings that is not a Guarantor or a Co-Issuer that refinances Indebtedness of a Guarantor or a Co-Issuer or


 


(z)          Indebtedness
of Holdings or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary;


 


(o)          (x)
Indebtedness or preferred stock of Persons that are acquired by Holdings or any Restricted Subsidiary or merged into or amalgamated
with a Restricted Subsidiary in accordance with the terms of this Indenture, provided that in the case of this clause (x)
immediately and after giving effect to such acquisition, amalgamation or merger either (1) the Issuer would be permitted to incur
at least US$1.00 of additional Indebtedness pursuant to the Total Net Leverage Ratio set forth in the first paragraph of this Section
1011 or (2) Holdings’ Total Net Leverage Ratio is less than or equal to the amount thereof immediately prior to such acquisition,
amalgamation or merger; or


 




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(y)          Indebtedness
or preferred stock incurred in connection with or in contemplation of the acquisition of Persons that are acquired by Holdings
or any Restricted Subsidiary or merged into or amalgamated with a Restricted Subsidiary in accordance with the terms of this Indenture,
provided that in the case of this clause (y) immediately after giving effect to such acquisition, amalgamation or merger
either (1) the Issuer would be permitted to incur at least US$1.00 of additional Indebtedness pursuant to the Total Net Leverage
Ratio set forth in the first paragraph of this Section 1011 or (2) Holdings’ Total Net Leverage Ratio is less than or equal
to the amount thereof immediately prior to such acquisition, amalgamation or merger; provided, further that the principal
amount of any such Indebtedness and liquidation preference of any such preferred stock of any Restricted Subsidiaries that are
not Guarantors permitted to remain outstanding pursuant to this clause (o) together with the aggregate principal amount of Indebtedness
incurred and liquidation preference of preferred stock issued in each case by Restricted Subsidiaries that are not Guarantors pursuant
to the first paragraph of this Section 1011 or clause (i) above shall not exceed an amount of the greater of US$300,000,000 and
6.50% of Total Assets at any one time outstanding;


 


(p)          Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its
incurrence;


 


(q)          Indebtedness
of Holdings or any Restricted Subsidiary supported by a letter of credit issued pursuant to the Credit Facilities, in a principal
amount not in excess of the stated amount of such letter of credit;


 


(r)          (1)
any guarantee by the Co-Issuers or a Guarantor of Indebtedness or other obligations of any Restricted Subsidiary so long as the
incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or


 


(2)         any
guarantee by a Restricted Subsidiary of Indebtedness of the Co-Issuers or any Guarantor, provided that such guarantee is
incurred in accordance with Section 1015;


 


(s)          (i)
Mezzanine Securities issued pursuant to clause (12)(a) of the second paragraph of Section 1013 or existing as of the Issue Date,
including pay-in-kind interest payments issued thereon, in each case in accordance with the terms of the Mezzanine Securities in
effect as of the Issue Date; and (ii) any refinancings of the foregoing so long as (x) the principal amount of such refinancing
shall not exceed the principal amount of such Mezzanine Securities being refinanced together with any accrued interest and fees
(including any amendment or consent fees thereon) and (y) such refinancing shall, as determined by the Issuer in good faith, have
terms material to the interests of the Holders no materially less advantageous to the Holders than the existing terms of such Mezzanine
Securities being refinanced; or


 


(t)          the
incurrence of additional Indebtedness or other obligations by Holdings not otherwise permitted under this Section 1011; provided
that such Indebtedness or other obligations (x) satisfy the definition of Dividend Obligations, (y) do not bear any interest (in
the form of accretion, PIK, cash or otherwise) and (z) shall not result in a decline in the rating of the Notes by any Rating Agency
by at least one notch in the gradation of the rating scale (e.g., + or – for S&P or 1, 2 and 3 for Moody’s) or
of the credit outlook with respect thereto from such Rating Agency’s rating of the Notes.


 




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For purposes of determining compliance with
this Section 1011:


 


(1)         in
the event that an item of Indebtedness or preferred stock meets the criteria of more than one of the categories of permitted Indebtedness
or preferred stock described in clauses (a) through (t) above or is entitled to be incurred pursuant to the first paragraph of
this Section 1011, the Issuer, in its sole discretion, will classify or reclassify such item of Indebtedness or preferred stock
(or any portion thereof) and will only be required to include the amount and type of such Indebtedness or preferred stock in one
of the above clauses; provided that all Indebtedness outstanding under the Senior Credit Facilities on the Issue Date (after
giving effect to the Transactions) will be treated as incurred on the Issue Date under clause (a) of the preceding paragraph and
the Issuer shall not be permitted to reclassify all or any portion of such Indebtedness outstanding on the Issue Date;


 


(2)         at
the time of incurrence, the Issuer will be entitled to divide and classify an item of Indebtedness in more than one of the types
of Indebtedness described above; and


 


(3)         the
principal amount of Indebtedness outstanding under any clause of this Section 1011 shall be determined after giving effect to the
application of proceeds of any such Indebtedness to refinance any such other Indebtedness; and


 


(4)         the
U.S. dollar equivalent principal amount of Indebtedness or preferred stock denominated in a foreign currency shall be calculated
based on the relevant currency exchange rate in effect on the date such Indebtedness or preferred stock was incurred, in the case
of term debt, or first committed or first incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving
credit debt; provided that (x) if such Indebtedness or preferred stock is incurred to refinance other Indebtedness or preferred
stock denominated in the same foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction
to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated
restriction shall be deemed not to have been exceeded so long as the principal amount in such currency of such refinancing Indebtedness
or preferred stock does not exceed the principal amount in such currency of such Indebtedness or preferred stock being refinanced,
plus the aggregate amount of accrued but unpaid interest, dividends, premiums (including tender premiums), defeasance costs,
underwriting discounts, fees, costs and expenses (including original issue discount, upfront fees or similar fees) incurred in
connection with such refinancing and (y) if such Indebtedness or preferred stock is incurred to refinance other Indebtedness or
preferred stock denominated in a different currency from the Indebtedness or preferred stock being refinanced, the principal amount
of any such Indebtedness or preferred stock shall be calculated based on the currency exchange rate applicable to the currencies
in which such respective Indebtedness or preferred stock is denominated that is in effect on the date of such refinancing.


 


Accrual of interest, the accretion of accreted
value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional
Indebtedness or preferred stock will not be deemed to be an incurrence of Indebtedness or preferred stock for purposes of this
Section 1011. Any Indebtedness incurred to refinance Indebtedness incurred pursuant to clauses (a) and (l)(b) above shall be permitted
to include additional Indebtedness, Disqualified Stock or preferred stock incurred to pay accrued but unpaid interest, dividends,
premiums (including tender premiums), defeasance costs, underwriting discounts, fees, costs and expenses (including original issue
discount, upfront fees or similar fees) incurred in connection with such refinancing.


 




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SECTION 1012.        Limitation
on Liens. Holdings will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume
or suffer to exist any Lien (except Permitted Liens) that secures any Obligations under any Indebtedness of Holdings or a Restricted
Subsidiary against or on any asset or property now owned or hereafter acquired by Holdings or any such Restricted Subsidiary, or
any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:


 


(1)         in
the case of Liens securing Indebtedness that is Subordinated Indebtedness, the Notes or the Guarantee of such Restricted Subsidiary,
if any, are secured by a Lien on such property or assets that is senior in priority to such Liens; and


 


(2)         in
all other cases, the Notes or the Guarantee of such Restricted Subsidiary, if any, are equally and ratably secured; provided
that any Lien which is granted to secure the Notes under this Section 1012 shall be discharged at the same time as the discharge
of the Lien that gave rise to the obligation to so secure the Notes.


 


SECTION 1013.        Limitations
on Transactions with Affiliates.


 


Holdings will not, and will not permit any
Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets
to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding,
loan, advance or guarantee with, or for the benefit of, any Affiliate of Holdings (each of the foregoing, an “Affiliate
Transaction”) in any one or series of related transactions involving aggregate payments or consideration in excess of
US$15,000,000, unless:


 


(a)          such
Affiliate Transaction is on terms that are not materially less favorable to Holdings or the relevant Restricted Subsidiary than
those that could have been obtained in a comparable transaction by Holdings or such Restricted Subsidiary with an unrelated Person
(or, in the event that there are no comparable transactions involving Persons who are not Affiliates of Holdings or the relevant
Restricted Subsidiary to apply for comparative purposes, is otherwise on terms that, taken as a whole, Holdings has determined
to be fair to Holdings or the relevant Restricted Subsidiary), and


 


(b)          Holdings
or the Issuer delivers to the Trustee (x) with respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate payments or consideration in excess of US$35,000,000, a resolution adopted by the majority of the Board of
Directors of Holdings (and a majority of the Independent Directors) approving such Affiliate Transaction and set forth in an Officer’s
Certificate certifying that such Affiliate Transaction complies with clause (a) above and (y) with respect to any Affiliate Transaction
or series of related Affiliate Transactions involving aggregate payments or consideration in excess of US$75,000,000, a written
opinion of a Nationally Recognized Independent Financial Advisor stating that such Affiliate Transaction meets the requirements
of clause (a).


 


The foregoing provisions will not apply to
the following:


 


(1)         transactions
between or among Holdings or any of the Restricted Subsidiaries; provided that in the case of non-Wholly-Owned Restricted
Subsidiaries, no Affiliate of Holdings (other than another Restricted Subsidiary) owns more than 10% of the Equity Interests in
such Restricted Subsidiary;


 




    	 	-91-	 



     


    

 


(2)         (x)
Restricted Payments permitted by Section 1010 and (y) Permitted Investments;


 


(3)         the
payment of reasonable and customary fees paid to, and indemnities provided on behalf of, and ordinary course employment and severance
agreements entered into with, officers, directors, employees or consultants of the Issuer, any of its direct or indirect parent
companies or any Restricted Subsidiary;


 


(4)         transactions
in which Holdings, the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from a Nationally
Recognized Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from
a financial point of view or meets the requirements of clause (a) of the preceding paragraph;


 


(5)         other
than in respect of the Consulting Services Agreement (which is addressed in clause (12) below), any agreement as in effect as of
the Issue Date, or any amendment thereto (so long as any such agreement, together with all amendments thereto, taken as a whole,
is not more disadvantageous as determined by the Issuer to the Holders in any material respect than the agreement in effect as
of the Issue Date) or any transactions contemplated thereby;


 


(6)         the
existence of, or the performance by Holdings or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders
agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the
Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of,
or the performance by Holdings or any Restricted Subsidiary of obligations under any future amendment to any such existing agreement
or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (6) to the extent that
the terms of any such agreement, together with all amendments thereto, taken as a whole, or new agreement are not more disadvantageous
as determined by the Issuer to the Holders or Holdings and its Restricted Subsidiaries in any material respect than the agreement
in effect as of the Issue Date;


 


(7)         any
payments of tax distributions in accordance with Section 3.7 of the Ancillary Agreement and clause (10)(A) of the second paragraph
of Section 1010 that do not exceed US$2,000,000 per calendar year;


 


(8)         any
transaction with a joint venture or similar entity which would constitute an Affiliate Transaction solely because Holdings or a
Restricted Subsidiary owns an equity interest in or otherwise controls such joint venture or similar entity; provided that
no Affiliate of Holdings or any of its Subsidiaries other than Holdings or a Restricted Subsidiary shall have a beneficial interest
in such joint venture or similar entity;


 


(9)         the
issuance of Equity Interests (other than Disqualified Stock) of Holdings to any Person;


 


(10)        payments
or loans (or cancellation of loans) to employees or consultants of Holdings, any of its direct or indirect parent companies or
any Restricted Subsidiary which are approved by a majority of the Board of Directors of Holdings in good faith;


 


(11)        [reserved];


 




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(12)        (a)
the annual fee of US$5,000,000 to be paid to Loral pursuant to the Consulting Services Agreement as in effect on the Issue Date,
which fee may be payable in the form of cash or Mezzanine Securities, (b) reimbursements for payments to non-affiliated third parties
made by any Permitted Holders on behalf of Holdings and/or its Restricted Subsidiaries pursuant to the Consulting Services Agreement
not to exceed US$2,000,000 in the aggregate in any calendar year, (c) payment for services rendered under the Consulting Services
Agreement as in effect on the Issue Date not to exceed US$5,000,000 per calendar year to the extent such payments are approved
by the Independent Directors in accordance with the provisions of the Consulting Services Agreement as in effect on the Issue Date
and (d) the payment to any purchaser who purchases all or a majority of the Equity Interests of Holdings in accordance with the
terms of this Indenture (and such purchase is not a Change of Control Triggering Event) of reasonable management, monitoring, consulting
and advisory fees, indemnities and related expenses, as reasonably determined by the Issuer and such purchaser in an aggregate
amount pursuant to this clause (d) not to exceed 2% of Consolidated EBITDA in any year;


 


(13)        [reserved];


 


(14)        pledges
of Equity Interests of Unrestricted Subsidiaries;


 


(15)        transactions
permitted by, and complying with, the provisions of Article Eight;


 


(16)        any
contribution of capital to the Issuer or Holdings;


 


(17)        (a)
transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating
to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with
the terms of this Indenture, which are fair to the Issuer and its Restricted Subsidiaries in the reasonable determination of the
Board of Directors or the senior management of the Issuer, or are on terms at least as favorable as might reasonably have been
obtained at such time from an unaffiliated party or (b) transactions with joint ventures or Unrestricted Subsidiaries entered into
in the ordinary course of business; and


 


(18)        the
incurrence by Holdings of Dividend Obligations and payments of interest and principal related thereto.


 


SECTION 1014.        Limitations
on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.


 


Holdings will not, and will not permit any
Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual
encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:


 


(a)          (1)
pay dividends or make any other distributions to Holdings or any Restricted Subsidiary:


 


		·	on its Capital Stock or



 


		·	with respect to any other interest or participation in, or measured by, its profits or



 


(2)         pay
any Indebtedness owed to Holdings or any Restricted Subsidiary;


 




    	 	-93-	 



     


    

 


(b)          make
loans or advances to Holdings or any Restricted Subsidiary; or


 


(c)          sell,
lease or transfer any of its properties or assets to Holdings or any Restricted Subsidiary,


 


except (in each case) for such encumbrances or restrictions
existing under or by reason of:


 


(1)         contractual
encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation
as in effect on the Issue Date;


 


(2)         this
Indenture, the Notes and Guarantees;


 


(3)         purchase
money obligations and Finance Lease Obligations for property acquired in the ordinary course of business that impose restrictions
of the nature discussed in clause (c) above on the property so acquired or leased;


 


(4)         applicable
law or any applicable rule, regulation or order;


 


(5)         any
agreement or other instrument of a Person acquired by Holdings or any Restricted Subsidiary in existence at the time of such acquisition
(but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties
or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;


 


(6)         contracts
for the sale of assets, including customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered
into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;


 


(7)         Secured
Indebtedness otherwise permitted to be incurred pursuant to Section 1011 and Section 1012 that limit the right of the debtor to
dispose of the assets securing such Indebtedness;


 


(8)         restrictions
on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;


 


(9)         customary
provisions in joint venture agreements and other similar agreements;


 


(10)        customary
provisions contained in leases and other agreements entered into in the ordinary course of business;


 


(11)        other
Indebtedness of Holdings or any Restricted Subsidiary that is incurred subsequent to the Issue Date pursuant to Section 1011; provided
that such encumbrances or restrictions (1) are no less favorable to the Holdings or such Restricted Subsidiary, taken as a whole,
than those included in the Senior Credit Facilities as in effect as of the Issue Date (as determined by the Board of Directors
of the Issuer in good faith) or (2) will not materially affect the Co-Issuers’ ability to make anticipated principal or interest
payments on the Notes (as determined by the Board of Directors of the Issuer in good faith); and


 




    	 	-94-	 



     


    

 


(12)        any
encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations
referred to in clauses (1) through (11) above, provided that such amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings are, in the good faith judgment of Holdings’ Board of Directors, not
materially more restrictive with respect to such encumbrance and other restrictions than those prior to such amendment, modification,
restatement, renewal, increase, supplement, refunding, replacement or refinancing.


 


SECTION 1015.        Limitation
on Guarantees of Indebtedness by Restricted Subsidiaries.


 


Holdings will not permit any Restricted Subsidiary,
other than a Guarantor, to guarantee the payment of the Senior Credit Facilities or any Public Debt issued by Holdings or a Restricted
Subsidiary, unless:


 


(a)          such
Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture providing for a Guarantee
by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of any Issuer or any Guarantor if such Indebtedness
is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee of the Notes, any such
guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted
Subsidiary’s Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor’s
Guarantee;


 


(b)          such
supplemental indenture shall provide that such Restricted Subsidiary waives and will not in any manner whatsoever claim or take
the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against Holdings or any
other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee until all amounts then
due and payable by the Co-Issuers with respect to the Notes shall have been paid in full; and


 


(c)          such
Restricted Subsidiary shall have delivered to the Trustee an Officer’s Certificate stating that all conditions precedent
provided for or relating to the execution of the supplemental indenture providing for a Guarantee have been complied with;


 


provided that this Section 1015 shall not
be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary
and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect,
in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which
case such Subsidiary shall not be required to comply with the 30 day period described in clause (1) above.


 


Each Guarantee shall be released in accordance
with the provisions of Section 1208 of this Indenture.


 


SECTION 1016.        [Reserved].


 


SECTION 1017.        Change
of Control Triggering Event. If a Change of Control Triggering Event occurs after the Issue Date, unless, prior to, or concurrently
with, the time the Co-Issuers are required to make a Change of Control Offer, the Co-Issuers have previously or concurrently mailed
or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding Notes
as described in Section 401 or 1105 of this Indenture, the Co-Issuers will make an offer to repurchase all of the Notes pursuant
to the offer described below (the “Change of Control Offer”) at a price (as calculated by the Issuer) in cash
(the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Additional Amounts, if any, to, but excluding, the date of repurchase, subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change
of Control Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuer will send notice of such
Change of Control Offer electronically or by first class mail, with a copy to the Trustee, to each Holder to the address of such
Holder appearing in the Note Register or otherwise in accordance with the procedures of DTC, with the following information:


 




    	 	-95-	 



     


    

  


(1)         that
a Change of Control Offer is being made pursuant to this Section 1017 and that all Notes properly tendered pursuant to such Change
of Control Offer will be accepted for payment;


 


(2)         the
repurchase price and the repurchase date, which will be no earlier than 15 days nor later than 60 days from the date such notice
is sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer
made in advance of a Change of Control Triggering Event as described below;


 


(3)         that
any Note not properly tendered will remain outstanding and continue to accrue interest;


 


(4)         that,
unless the Co-Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change
of Control Offer will cease to accrue interest on the Change of Control Payment Date;


 


(5)         that
Holders electing to have any Notes repurchased pursuant to a Change of Control Offer will be required to surrender the Notes, with
the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Notes completed or otherwise in accordance
with the procedures of DTC, to the Paying Agent specified in the notice at the address specified in the notice prior to the close
of business on the third Business Day preceding the Change of Control Payment Date;


 


(6)         that
Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to repurchase such Notes, provided
that the Paying Agent receives, not later than the close of business on the second Business Day prior to the Change of Control
Payment Date, a facsimile or other electronic transmission or letter setting forth the name of the Holder or otherwise in accordance
with the procedures of DTC, the principal amount of Notes tendered for repurchase, and a statement that such Holder is withdrawing
such Holder’s tendered Notes and such Holder’s election to have such Notes repurchased;


 


(7)         that
Holders whose Notes are being repurchased only in part will be issued new Notes equal in principal amount to the unrepurchased
portion of the Notes surrendered, which unrepurchased portion must be equal to US$2,000 or a US$1,000 integral multiple in excess
thereof;


 


(8)         if
such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is
conditional on the occurrence of such Change of Control Triggering Event and describing each such condition, and, if applicable,
stating that, in the Co-Issuers’ discretion, the Change of Control Payment Date may be delayed until such time (including
more than 60 days after the notice is mailed or delivered, including by electronic transmission) as any or all such conditions
shall be satisfied, or that such purchase may not occur and such notice may be rescinded in the event that the Co-Issuers shall
determine that the Change of Control Triggering Event will not occur by the Change of Control Payment Date, or by the Change of
Control Payment Date as so delayed; and


 




    	 	-96-	 



     


    

  


(9)         such
other instructions, as determined by the Co-Issuers, consistent with this Section 1017, that a Holder must follow.


 


If the Notes are in global form and the Co-Issuers
make an offer to repurchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect
for the repurchase of the Notes through the facilities of DTC, subject to its rules and regulations.


 


The notice, if sent in a manner herein provided,
shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is sent in
a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective,
such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase
of the Notes as to all other Holders that properly received such notice without defect.


 


The Co-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 laws or regulations
are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions
of any securities laws or regulations conflict with the provisions of this Indenture, the Co-Issuers will comply with the applicable
securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue
thereof.


 


On the Change of Control Payment Date, the Co-Issuers
will, to the extent permitted by law,


 


(1)         accept
for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer,


 


(2)         deposit
with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so
tendered and


 


(3)         deliver,
or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate stating
that such Notes or portions thereof have been tendered to and repurchased by the Co-Issuers.


 


The Paying Agent will promptly send to each Holder
of Notes that were properly tendered and not withdrawn the Change of Control Payment for such Notes, and the Trustee will promptly
authenticate and deliver to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered,
if any, provided that each such new Note will be in a principal amount of US$2,000 or a US$1,000 integral multiple in excess
thereof.


 


In the event that Holders of not less than 90%
of the principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and
the Co-Issuers, or any third party making a Change of Control Offer in lieu of the Co-Issuers as described below in this Section
1017, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Co-Issuers will have the right, on not
less than 15 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change
of Control Offer, to redeem all of the Notes that remain outstanding following such purchase at the purchase price specified in
the Change of Control Offer plus, to the extent not included in the purchase price specified in the Change of Control Offer, accrued
and unpaid interest thereon, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant
record date to receive interest on the relevant interest payment date falling on or prior to the Redemption Date).


 




    	 	-97-	 



     


    

  


The Co-Issuers will not be required to make a
Change of Control Offer if a third party makes such Change of Control Offer contemporaneously with or upon a Change of Control
Triggering Event in the manner, at the times and otherwise in compliance with the requirements of this Indenture and purchases
all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein,
a Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon and settlement delayed
until such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making
such a Change of Control Offer.


 


SECTION 1018.        Asset
Sales.


 


Holdings will not, and will not permit any Restricted
Subsidiary to, cause, make or suffer to exist an Asset Sale, unless:


 


(a)          Holdings
or 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 (measured at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed
of; and


 


(b)          except
in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by Holdings or such Restricted Subsidiary,
as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:


 


(1)         any
liabilities (as shown on Holdings’, or such Restricted Subsidiary’s, most recent balance sheet or in the footnotes
thereto or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been
reflected on Holdings’ or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence,
accrual or increase had taken place on or prior to the date of such balance sheet, as determined by Holdings) of Holdings or any
Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Notes, that are assumed
by the transferee of any such assets (or are directly associated with such assets and are otherwise extinguished in connection
with the transactions relating to such Asset Sale) and for which Holdings and all Restricted Subsidiaries have been unconditionally
released by all creditors or their representatives in writing,


 


(2)         any
notes or other obligations or securities or assets received by Holdings or such Restricted Subsidiary from such transferee that
are converted by Holdings or such 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 or Cash Equivalents received), in each case, within 180 days following
the closing of such Asset Sale, and


 


(3)         any
Designated Noncash Consideration received by Holdings or any Restricted Subsidiary in such Asset Sale having an aggregate Fair
Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at that
time outstanding, not to exceed an amount equal to the greater of US$120,000,000 or 2.75% of Total Assets at the time of the receipt
of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured
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.


 




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Within 395 days after Holdings’ or any Restricted
Subsidiary’s receipt of the Net Proceeds of any Asset Sale (or Event of Loss Proceeds) (such 395 day period, the “Reinvestment
Period”), Holdings or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale (together
with any Event of Loss Proceeds required to be applied as provided in this Section 1018):


 


(1)         to
repay:


 


(a)          Obligations
under Secured Indebtedness of the Co-Issuers or a Guarantor (and in the case of revolving obligations, to correspondingly permanently
reduce commitments with respect thereto);


 


(b)          Obligations
under the Notes (at a price equal to or greater than the aggregate principal amount of Notes purchased) or any other Pari Passu
Indebtedness (and in the case of revolving obligations to correspondingly permanently reduce commitments with respect thereto);
provided that if Holdings or any Restricted Subsidiary shall so repay any Pari Passu Indebtedness other than the Notes,
the Issuer will either (1) reduce Obligations under the Notes on a pro rata basis by, at its option, (A) redeeming Notes as described
in Section 1101 of this Indenture or (B) purchasing Notes through open market purchases at a price equal to or greater than the
aggregate principal amount of Notes purchased, or (2) make an offer (in accordance with the procedures set forth below for an Asset
Sale Offer) to all Holders to purchase their Notes on a ratable basis with such other Pari Passu Indebtedness for no less than
100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon; or


 


(c)          Indebtedness
of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to Holdings or another Restricted Subsidiary;


 


(2)         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 and results in Holdings or a Restricted Subsidiary, as the case may be, owning an amount of the Capital
Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other
assets, in each of (a), (b) and (c), used or useful in a Similar Business,


 


(3)         to
make an investment in (a) any one or more businesses engaged in a Similar Business, provided that such investment in any
business is in the form of the acquisition of Capital Stock and results in Holdings or a Restricted Subsidiary, as the case may
be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties used
or useful in a Similar Business or (c) other assets used or useful in a Similar Business that, in each of (a), (b) and (c), replace
the businesses, properties and assets that are the subject of such Asset Sale; or


 


(4)         any
combination of the foregoing.


 


provided that, in the case of clauses (2) and (3) above,
a binding commitment entered into prior to the end of the Reinvestment Period shall be treated as a permitted application of the
Net Proceeds (or Event of Loss Proceeds, as applicable) from the date of such commitment so long as Holdings or such Restricted
Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds (or Event of Loss Proceeds, as applicable)
will be applied to satisfy such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment
is later canceled or terminated for any reason before such Net Proceeds (or Event of Loss Proceeds, as applicable) are so applied,
Holdings or such Restricted Subsidiary enters into another Acceptable Commitment (a “Replacement Commitment”)
within nine months of such cancellation or termination; provided, further that if any Replacement Commitment is later
cancelled or terminated for any reason before such Net Proceeds (or Event of Loss Proceeds, as applicable) are applied, then such
Net Proceeds shall constitute Excess Proceeds.


 




    	 	-99-	 



     


    

  


Any Net Proceeds from the Asset Sale (or Event
of Loss Proceeds) that are not invested or applied as provided and within the Reinvestment Period will be deemed to constitute
“Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds US$25,000,000, the Co-Issuers shall
make an offer to all Holders, and, if required by the terms of any Pari Passu Indebtedness, to the holders of such Pari Passu Indebtedness
(an “Asset Sale Offer”), to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness
that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof,
plus accrued and unpaid interest, if any, to, but excluding, the date fixed for the closing of such offer, in accordance with the
procedures set forth in this Indenture and, if applicable, the other documents governing the applicable Pari Passu Indebtedness.
The Co-Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within fifteen Business Days after the date that
Excess Proceeds exceed US$25,000,000 by transmitting electronically or mailing the notice required pursuant to the terms of this
Indenture, with a copy to the Trustee. The Co-Issuers may satisfy the foregoing obligation with respect to such Net Proceeds from
an Asset Sale by making an Asset Sale Offer prior to the expiration of the Reinvestment Period (the “Advance Offer”)
with respect to all or a part of the available Net Proceeds (the “Advance Portion”) in advance of being required
to do so by this Indenture.


 


To the extent that the aggregate amount of Notes
and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds (or, in the case of
an Advance Offer, the Advance Portion), the Issuer 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 the aggregate principal amount of Notes or the Pari Passu
Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes (subject
to applicable DTC procedures as to global notes) and the Issuer or the representative of such Pari Passu Indebtedness shall select
such Pari Passu Indebtedness to be purchased or repaid on a pro rata basis based on the accreted value or principal amount of the
Notes or such Pari Passu Indebtedness tendered in accordance with Section 1110. Upon completion of any such Asset Sale Offer, the
amount of Excess Proceeds shall be reset at zero (regardless of whether there are any remaining Excess Proceeds upon such completion),
and in the case of an Advance Offer, the amount of Net Proceeds the Co-Issuers are offering to apply in such Advance Offer shall
be excluded in subsequent calculations of Excess Proceeds. Additionally, upon consummation or expiration of any Advance Offer,
any remaining Net Proceeds shall not be deemed Excess Proceeds and the Issuer may use such Net Proceeds for any purpose not otherwise
prohibited by this Indenture.


 


Pending the final application of any Net Proceeds
(or Event of Loss Proceeds) pursuant to this Section 1018, Holdings or the applicable Restricted Subsidiary may apply such Net
Proceeds (or Event of Loss Proceeds) temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise
invest such Net Proceeds (or Event of Loss Proceeds) in any manner not prohibited by this Indenture. The Co-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 laws or regulations are applicable in connection with the repurchase of the 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 Indenture, the Co-Issuers
will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described
in this Indenture by virtue thereof.


 


If less than all of the Notes or such Pari Passu
Indebtedness is to be redeemed at any time, selection of such Notes for redemption, will be made by the Trustee on a pro rata basis
to the extent practicable; provided that if the Notes are represented by global notes, interests on the Notes shall be selected
for redemption or purchase by DTC in accordance with its standard procedures; provided, further, that no Notes of US$2,000
or less shall be purchased or redeemed in part.


 




    	 	-100-	 



     


    

  


Notices of purchase or redemption shall be delivered
electronically or mailed by first class mail, postage prepaid, at least 15 but not more than 60 days before the purchase or redemption
date to each Holder of Notes to be purchased or redeemed at such Holder’s registered address or otherwise in accordance with
the procedures of DTC, with a copy to the Trustee, except that redemption notices may be delivered or mailed more than 60 days
prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge
of this Indenture. If any Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to
such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.


 


A new Note in principal amount equal to the unpurchased
or unredeemed portion of any Note purchased or redeemed in part will be issued in the name of the Holder thereof upon cancellation
of the original Note. Notes called for redemption or purchase become due on the date fixed for redemption or purchase, unless such
redemption or purchase is conditioned on the happening of a future event. On and after the purchase or redemption date, unless
the Co-Issuers default in payment of the purchase or Redemption Price, interest shall cease to accrue on Notes or portions thereof
purchased or called for redemption, unless such redemption remains conditioned upon the happening of a future event.


 


SECTION 1019.        Suspension
of Covenants.


 


During any period of time that: (1) the Notes
have Investment Grade Ratings from both Rating Agencies and (2) no Default or Event of Default has occurred and is continuing under
this Indenture (the occurrence of the events described in the foregoing clauses (1) and (2) being collectively referred to as a
“Covenant Suspension Event”), Holdings and the Restricted Subsidiaries will not be subject to the following
provisions of this Indenture:


 


(A)         Section
1007;


 


(B)         Section
1010;


 


(C)         Section
1011;


 


(D)         Section
1013;


 


(E)         Section
1014;


 


(F)         Section
1015;


 


(G)         Section
1018; and


 


(H)         clause
(4) of the first paragraph of Section 801.


 


(collectively, the “Suspended Covenants”). Upon
the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds (and Event of Loss Proceeds) shall
be set at zero. In addition, the Guarantees of the Guarantors will also be suspended as of such date (the “Suspension
Date”). The Issuers shall provide prompt written notice to the Trustee of the occurrence of the Suspension Date. In the
absence of such notice, the Trustee shall assume that a Suspension Date has not occurred. In the event that Holdings and the Restricted
Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent
date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades
the rating assigned to the Notes below an Investment Grade Rating or a Default or Event of Default occurs and is continuing, then
Holdings and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events
and the Guarantees will be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in
this description as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated,
no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants
during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred
during the Suspension Period). For purposes of determining compliance with Section 1012 during the Suspension Period, it shall
be assumed that the provisions of Section 1011 are applicable during such period as if the applicable Covenant Suspension Event
had not occurred.


 




    	 	-101-	 



     


    

  


On the Reversion Date, all Indebtedness incurred
during the Suspension Period will be classified to have been incurred pursuant to the first paragraph of Section 1011. To the extent
such Indebtedness would not be so permitted to be incurred or issued pursuant to the first paragraph of Section 1011, such Indebtedness
will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (c) of the second
paragraph of Section 1011. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments
under Section 1010 will be made as though Section 1010 had been in effect since the Issue Date and throughout the Suspension Period.
Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments
under the first paragraph of Section 1010. Notwithstanding anything contained in the definition of “Unrestricted Subsidiary,”
during a Suspension Period Holdings may not designate any Subsidiary as an Unrestricted Subsidiary.


 


SECTION 1020.        [Reserved].


 


SECTION 1021.        Limitation
on Activities of the Co-Issuer. The Co-Issuer may not hold any material assets, become liable for any material obligations,
engage in any trade or business, or conduct any business activity, other than (1) the issuance of its Equity Interests to the
Issuer or any Wholly-Owned Restricted Subsidiary of the Issuer, (2) the incurrence of Indebtedness as a co-obligor or guarantor,
as the case may be, of the Notes, the Senior Credit Facilities and any other Indebtedness that is permitted to be incurred by
the Issuer under Section 1011; provided that the net proceeds of such Indebtedness are not retained by the Co-Issuer, and
(3) activities incidental thereto. Neither Holdings nor any Restricted Subsidiary shall engage in any transactions with the Co-Issuer
in violation of the immediately preceding sentence.


 


SECTION 1022.        Additional
Amounts. All payments made by a Co-Issuer or a Guarantor under or with respect to the Notes or the Guarantees will be made
free and clear of and without withholding or deduction for or on account of any present or future Taxes imposed or levied by or
on behalf of any Taxing Authority in any jurisdiction in which a Co-Issuer or Guarantor is incorporated or organized or is (or
is deemed to be) resident or doing business for tax purposes or any jurisdiction from or through which payment is made (each a
“Relevant Taxing Jurisdiction”), unless any such withholding or deduction is required by law. If any withholding
or deduction for or on account of any Taxes imposed by a Relevant Taxing Jurisdiction is required from any payment made under
or with respect to the Notes or the Guarantees, (a) the applicable withholding agent will make such withholding or deduction
and remit the full amount deducted or withheld to the relevant authority in accordance with and in the time required under
applicable law, and (b) the applicable Co-Issuer or Guarantor will pay such additional amounts (“Additional Amounts”)
as may be necessary so that the net amount received by each Holder or beneficial owner of the Notes after such withholding or
deduction (including any withholding or deduction attributable to Additional Amounts) will equal the amount the Holder or beneficial
owner would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional
Amounts will be payable with respect to any estate, inheritance, gift, sales, capital gains, or personal property Tax or any similar
Tax, or any Tax that would not have been imposed, payable or due:


 




    	 	-102-	 



     


    

  


(1)         but
for the existence of any present or former connection between the Holder (or the beneficial owner of, such Notes) and the Relevant
Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent
establishment in, the Relevant Taxing Jurisdiction) other than the mere acquisition, ownership, holding or disposition of the Notes
or enforcement of rights thereunder or the receipt of payments in respect thereof;


 


(2)         but
for the failure by the Holder or beneficial owner to satisfy any certification, identification or other reporting requirements
whether imposed by statute, treaty, regulation or administrative practice; provided, however, that the Issuer and/or
Co-Issuer has delivered a request to the Holder or beneficial owner to comply with such requirements at least 30 days prior to
the date by which such compliance is required and such Holder or beneficial owner can legally comply with such requirements;


 


(3)         if
the presentation of Notes (where presentation is required) for payment had occurred within 30 days after the date such payment
was due and payable or was duly provided for, whichever is later, but only to the extent such Additional Amounts would not have
been required had the note been presented on the last day of the applicable 30 day period;


 


(4)         but
for the fact that the Holder does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) with the Issuer,
the Co-Issuer or a Guarantor;


 


(5)         but
for the requirements of Sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as of the Issue Date (or
any amended or successor version that is substantively comparable and not materially more onerous to comply with), any regulations
or official interpretations thereof, or any intergovernmental agreements implementing the foregoing; or


 


(6)         but
for any combination of the items listed above.


 


Each of the Co-Issuers and the Guarantors will
indemnify and hold harmless each Holder and beneficial owner from and against (x) any Taxes (other than Taxes excluded by
clauses (1) through (6) above) levied or imposed on a Holder or beneficial owner as a result of payments made under or with
respect to the Notes or any Guarantee (including any such Tax imposed under Part XIII of the Income Tax Act (Canada) and arising
on an assignment (other than an assignment that is not effected in accordance with the provisions of this Indenture) of a note
to a person resident of or deemed resident of Canada (other than a person with whom the Holder does not deal at arm’s length
for purposes of the Income Tax Act (Canada)) that is withheld from or levied or imposed on a Holder or beneficial owner), and (y) any
Taxes (other than Taxes excluded by clauses (1) through (6) above) so levied or imposed with respect to any indemnification
payments under the foregoing clause (x) or this clause (y) such that the net amount received by such Holder or beneficial owner
after such indemnification payments will not be less than the net amount the Holder or beneficial owner would have received if
the Taxes described in clauses (x) and (y) above had not been imposed.


 


In any context, the payment of amounts based upon
the principal amount of the Notes or of principal, interest or of any other amount payable under or with respect to any of the
Notes or Guarantees, shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof.


 




    	 	-103-	 



     


    

  


Upon request, the Issuer will provide the Trustee
with documentation evidencing the payment of the Taxes giving rise to the Additional Amounts.


 


The Co-Issuers will pay any present or future
stamp, registration, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any
interest and penalties related thereto) which arise in any Relevant Taxing Jurisdiction from the execution, issuance, delivery,
or registration, or in any jurisdiction from the enforcement of, the Notes or Guarantees or any other document or instrument referred
to therein, or the receipt of any payments with respect to the Notes or Guarantees (“Documentary Taxes”).


 


The obligation to pay Additional Amounts and Documentary
Taxes under the terms and conditions described above will survive any termination, defeasance or discharge of this Indenture and
will apply mutatis mutandis to any successor to any Co-Issuer or Guarantor and to any jurisdiction in which any such successor
is incorporated or organized or is (or is deemed to be) resident or doing business for tax purposes, or from or through which such
successor makes any payment under or with respect to the Notes or the Guarantees.


 


At least 30 days prior to each date on which any
payment under, or with respect to, the Notes is due and payable or such later date as agreed by the Trustee (unless such obligation
to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due
and payable, in which case it will be promptly thereafter), if the Co-Issuers will be obligated to pay Additional Amounts with
respect to such payment, the Issuer will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts
will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay
such Additional Amounts to the Holders of such Notes on the payment date.


 


ARTICLE
Eleven



REDEMPTION OF NOTES


 


SECTION 1101.        Right
of Redemption. At any time prior to November 15, 2019, the Co-Issuers may on one or more occasions redeem the Notes, in whole
or in part, upon not less than 15 nor more than 60 days’ prior notice delivered electronically or mailed by first-class
mail, postage prepaid, with a copy to the Trustee, to each Holder of the Notes to the address of such Holder appearing in the
Note Register, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of,
and accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the date of redemption (the “Redemption
Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest
payment date falling on or prior to the Redemption Date.


 


On and after November 15, 2019 (the “First
Call Date”), the Co-Issuers may on one or more occasions redeem the Notes, in whole or in part, upon not less than 15
nor more than 60 days’ prior notice delivered electronically or mailed by first class mail, postage prepaid, with a copy
to the Trustee, to each Holder of the Notes to the address of such Holder appearing in the Note Register at the Redemption Prices
(expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon
and Additional Amounts, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on
the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date,
if redeemed during the twelve-month period beginning on November 15 of each of the years indicated below:


 




    	 	-104-	 



     


    

  


	Year	 	Percentage	 
	2019	 	 	106.656	%
	2020	 	 	104.438	%
	2021	 	 	102.219	%
	2022 and thereafter	 	 	100.000	%



 


In addition, prior to November 15, 2019, the Co-Issuers
may on one or more occasions, at their option, redeem up to 40% of the aggregate principal amount of Notes (including Additional
Notes) issued under this Indenture at a redemption price equal to 108.875% of the aggregate principal amount thereof, plus accrued
and unpaid interest thereon and Additional Amounts, if any, to, but excluding, the applicable Redemption Date, subject to the right
of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling on or prior
to the Redemption Date, with the net cash proceeds of one or more Equity Offerings of Holdings or any direct or indirect parent
of the Issuer to the extent such net cash proceeds are contributed to Holdings; provided that at least 50% of the aggregate
principal amount of Notes originally issued under this Indenture remains outstanding immediately after the occurrence of each such
redemption; provided, further that each such redemption occurs within 180 days of the date of closing of each such
Equity Offering.


 


SECTION 1102.        Applicability
of Article. Redemption of Notes at the election of the Company or otherwise, as permitted or required by any provision of
this Indenture, shall be made in accordance with such provision and this Article Eleven.


 


SECTION 1103.        Election
To Redeem; Notice to Trustee. In case of any redemption at the election of the Company, the Company shall, at least five Business
Days before notice of redemption is required to be sent to Holders pursuant to Section 1106 hereof (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Notes to be redeemed
and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Notes to be redeemed
pursuant to Section 1104.


 


SECTION 1104.        Selection
by Trustee of Notes to Be Redeemed. If less than all of the Notes or such Pari Passu Indebtedness is to be redeemed at any
time, selection of such Notes for redemption, will be made by the Trustee on a pro rata basis to the extent practicable; provided
that if the Notes are represented by Global Notes, interests in the Notes shall be selected for redemption or purchase by
DTC in accordance with its standard procedures; provided, further, no Notes of US$2,000 or less shall be purchased
or redeemed in part.


 


Notices of purchase or redemption shall be delivered
electronically or mailed by first class mail, postage prepaid, at least 15 but not more than 60 days before the purchase or redemption
date to each Holder of Notes to be purchased or redeemed at such Holder’s registered address or otherwise in accordance with
the procedures of DTC, with a copy to the Trustee, except that redemption notices may be delivered or mailed more than 60 days
prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge
of this Indenture. If any Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to
such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.


 


A new Note in principal amount equal to the unpurchased
or unredeemed portion of any Note purchased or redeemed in part will be issued in the name of the Holder thereof upon cancellation
of the original Note. On and after the purchase or Redemption Date, unless the Co-Issuers default in payment of the purchase or
Redemption Price, interest shall cease to accrue on Notes or portions thereof purchased or called for redemption, unless such redemption
remains conditioned upon the happening of a future event.


 




    	 	-105-	 



     


    

  


SECTION 1105.        Notice
of Redemption. Notice of redemption shall be given in the manner provided for in Section 107 not less than 15 nor more than
60 days prior to the Redemption Date, to each Holder to be redeemed.


 


All notices of redemption shall state:


 


(1)         the
Redemption Date,


 


(2)         the
Redemption Price, or if not then ascertainable, the manner of calculation thereof,


 


(3)         in
the case of certificated Notes, if less than all Outstanding Notes are to be redeemed, the identification (and, in the case of
a partial redemption, the principal amounts) of the particular Notes to be redeemed,


 


(4)         in
case any Note is to be redeemed in part only, the notice which relates to such Note shall state that on and after the Redemption
Date, upon surrender of such Note, the Holder will receive, without charge, a new Note or Notes of authorized denominations for
the principal amount thereof remaining unredeemed,


 


(5)         that
on the Redemption Date, the Redemption Price (and accrued but unpaid interest, if any, to, but not including, the Redemption Date
payable as provided in Section 1107) will become due and payable upon each such Note, or the portion thereof, to be redeemed, and
that interest thereon will cease to accrue on and after the Redemption Date,


 


(6)         any
condition precedent to the redemption,


 


(7)         the
place or places where such Notes are to be surrendered for payment of the Redemption Price and accrued but unpaid interest, if
any,


 


(8)         the
name and address of the Paying Agent,


 


(9)         that
Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price,


 


(10)        the
“CUSIP” number, ISIN or “Common Code” number and that no representation is made as to the accuracy or correctness
of the “CUSIP” number, ISIN or “Common Code” number, if any, listed in such notice or printed on the Notes,
and


 


(11)        the
paragraph of the Notes pursuant to which the Notes are to be redeemed.


 


Notice of redemption of Notes to be redeemed at
the election of the Co-Issuers shall be given by the Co-Issuers or, at the Co-Issuers’ request, by the Trustee in the name
and at the expense of the Co-Issuers.


 




    	 	-106-	 



     


    

  


Notice of any redemption of the Notes (including
upon an Equity Offering or in connection with another transaction (or series of related transactions) or an event that constitutes
a Change of Control Triggering Event) may, at the Co-Issuers’ discretion, be given prior to the completion or the occurrence
thereof and any such redemption or notice may, at the Co-Issuers’ discretion, be subject to one or more conditions precedent,
including, but not limited to, completion or occurrence of the related Equity Offering or other transaction or event, as the case
may be. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice
shall describe each such condition, and if applicable, shall state that, in the Co-Issuers’ discretion, the Redemption Date
may be delayed until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including
by electronic transmission) as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and
such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date,
or by the Redemption Date as so delayed, or such notice may be rescinded at any time in the Co-Issuers’ discretion if in
the good faith judgment of the Co-Issuers any or all of such conditions will not be satisfied. In addition, the Co-Issuers may
provide in such notice that payment of the redemption price and performance of the Co-Issuers’ obligations with respect to
such redemption may be performed by another Person.


 


If any such condition precedent has not been satisfied,
the Company shall provide written notice to the Trustee thereof. Upon receipt, the Trustee shall provide such notice to each Holder
of the Notes in the same manner in which the notice of redemption was given.


 


SECTION 1106.        Deposit
of Redemption Price. On or prior to any Redemption Date, the Co-Issuers shall deposit with the Trustee or with a Paying Agent
(or, if the Co-Issuers is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and accrued but unpaid interest, if any, on, all the Notes which are to be redeemed
on such Redemption Date.


 


SECTION 1107.        Notes
Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Notes so to be redeemed shall, on the
Redemption Date, become due and payable, unless such redemption is conditioned on the happening of a future event, at the Redemption
Price therein specified (together with accrued but unpaid interest, if any, to the Redemption Date), and from and after such Redemption
Date (unless the Co-Issuers shall default in the payment of the Redemption Price and accrued but unpaid interest, if any) such
Notes shall cease to bear interest. Upon surrender of any such Note for redemption in accordance with said notice, such Note shall
be paid by the Co-Issuers at the Redemption Price, together with accrued but unpaid interest, if any, to, but not including, the
Redemption Date and such Notes shall be canceled by the Trustee; provided, however, that installments of interest
whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Notes, or one or more Predecessor
Notes, registered as such at the close of business on the relevant Record Date according to their terms and the provisions of
Section 306.


 


If any Note called for redemption shall not be
so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption
Date at the rate borne by the Notes.


 


SECTION 1108.        Notes
Redeemed in Part. Any Note which is to be redeemed only in part (pursuant to the provisions of this Article Eleven) shall
be surrendered at the office or agency of the Co-Issuers maintained for such purpose pursuant to Section 1002 (with, if the Co-Issuers
or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Co-Issuers and
the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Co-Issuers
shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or
Notes, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for
the unredeemed portion of the principal of the Note so surrendered.


 




    	 	-107-	 



     


    

  


SECTION 1109.        Redemption
for Changes in Withholding Taxes. In addition, the Co-Issuers may, at their option, redeem all (but not less than all) of
the Notes then outstanding, in each case at 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any,
to, but excluding, the Redemption Date, if any Co-Issuer or a Guarantor has become or would become obligated to pay, on the next
date on which any amount would be payable with respect to the Notes, any Additional Amounts (or make indemnity payments) as a
result of any change in law of a Relevant Taxing Jurisdiction (including any regulations promulgated thereunder) or in the official
interpretation or administration of law or relevant position or policy of any applicable taxing authority of a Relevant Taxing
Jurisdiction, if such change is announced and becomes effective on or after the Issue Date (or, if the Relevant Taxing Jurisdiction
did not become a Relevant Taxing Jurisdiction until after the Issue Date, after such later date); provided that the obligation
to pay such Additional Amounts or indemnification payments cannot be avoided by the use of reasonable measures available to it
(including, for the avoidance of doubt, the appointment of a new Paying Agent or payment through another Co-Issuer or Guarantor).
Notice of any such redemption must be given not less than 15 nor more than 60 days prior to the date fixed for redemption pursuant
to this paragraph and no later than 270 days after such Co-Issuer or Guarantor first becomes liable to pay such Additional Amounts
(or indemnity payments); provided that no such notice will be given earlier than 90 days prior to the earliest date on
which such Co-Issuer or Guarantor would be obliged to pay such Additional Amounts.


 


Prior to giving any notice of redemption of the
Notes pursuant to this section, the Issuer will deliver to the Trustee:


 


(1)         an
Officer’s Certificate stating that the Co-Issuers are entitled to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to the right of the Co-Issuers so to redeem have occurred; and


 


(2)         a
written opinion of recognized independent tax counsel in the Relevant Taxing Jurisdiction acceptable to the Trustee, that the Issuer,
Co-Issuer or any Guarantor, as the case may be, has or will become obliged to pay Additional Amounts as a result of such change
as described above. Such certificate and opinion will be made available for inspection by the Holders.


 


SECTION 1110.        Offers
to Repurchase by Application of Proceeds.


 


(a)          In
the event that, pursuant to Section 1018 hereof, the Co-Issuers shall be required to commence an Asset Sale Offer, they shall follow
the procedures specified below.


 


(b)          The
Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent
that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after
the termination of the Offer Period (the “Purchase Date”), the Co-Issuers shall apply all Excess Proceeds (the
“Offer Amount”) to the purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata basis,
if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response
to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.


 


(c)          If
the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest
and additional interest, if any, up to but excluding the Purchase Date, shall 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 shall be payable to Holders who tender Notes pursuant
to the Asset Sale Offer.


 




    	 	-108-	 



     


    

  


(d)          Upon
the commencement of an Asset Sale Offer, the Co-Issuers shall send, by first-class mail, a notice to each of the Holders, with
a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes
pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of Pari Passu Indebtedness. The
notice, which shall govern the terms of the Asset Sale Offer, shall state:


 


(1)         that
the Asset Sale Offer is being made pursuant to this Section 1110 and Section 1018 hereof and the length of time the Asset Sale
Offer shall remain open;


 


(2)         the
Offer Amount, the purchase price and the Purchase Date;


 


(3)         that
any Note not tendered or accepted for payment shall continue to accrue interest;


 


(4)         that,
unless the Co-Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease
to accrue interest on and after the Purchase Date;


 


(5)         that
Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples
of US$2,000 only;


 


(6)         that
Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form
entitled “Option of Holder to Elect Repurchase” attached to the Note completed, or transfer such Note by book-entry
transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at
least three days before the Purchase Date;


 


(7)         that
Holders shall be entitled to withdraw their election if the Co-Issuers, the Depositary or the Paying Agent, as the case may be,
receive, not later than the expiration of the Offer Period, a telegram, 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
his election to have such Note purchased;


 


(8)         that,
if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Offer Amount,
the Trustee shall select the Notes and the Co-Issuers, or, if so elected by the Co-Issuers, the agent for such Pari Passu Indebtedness,
shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount
of the Notes or such Pari Passu Indebtedness tendered (with such adjustments as may be deemed appropriate by the Trustee so that
only Notes in denominations of US$2,000, or integral multiples of US$1,000 in excess thereof, shall be purchased); and


 


(9)         that
Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.


 


(e)          On
or before the Purchase Date, the Co-Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis to
the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less
than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly
accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered.


 




    	 	-109-	 



     


    

  


(f)          The
Co-Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an
amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Co-Issuers for purchase, and
the Co-Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and
mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding
anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to
authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered
representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal
amount of US$2,000 or an integral multiple of US$1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or
delivered by the Co-Issuers to the Holder thereof. The Co-Issuers shall publicly announce the results of the Asset Sale Offer on
or as soon as practicable after the Purchase Date.


 


Other than as specifically provided in this Section
1110 or Section 1018 hereof, any purchase pursuant to this Section 1110 shall be made pursuant to the applicable provisions of
this Article Eleven.


 


SECTION 1111.        Mandatory
Redemption; Open Market Purchases. The Co-Issuers shall not be required to make any mandatory redemption or sinking fund payments
with respect to the Notes. The Co-Issuers may at any time and from time to time acquire Notes by means other than a redemption,
whether by tender offer, open market purchases, negotiated transactions or otherwise.


 


ARTICLE
Twelve


 


GUARANTEES


 


SECTION 1201.        Guarantees.
The Guarantors hereby jointly and severally irrevocably and unconditionally guarantee, on an unsubordinated basis, the Notes and
obligations of the Co-Issuers hereunder and thereunder, and guarantee to each Holder of a Note authenticated and delivered by
the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and
interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount
that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest
on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the
Co-Issuers to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the
terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations,
the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated
Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth
in Section 1204 hereof.


 


Each Guarantor hereby agrees that its obligations
hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof,
any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.


 




    	 	-110-	 



     


    

  


Each Guarantor hereby waives (to the extent permitted
by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all
demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete
performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the
Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees
that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity,
by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such
Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such
Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if,
after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable
law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce
or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the
Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted
to be exercised by the Trustee or any of the Holders.


 


If any Holder or the Trustee is required by any
court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting
in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee
of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further
agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this
Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the
purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration
in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article
Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the
purpose of the Guarantee of such Guarantor.


 


Each Guarantee shall remain in full force and
effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should
the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for
all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective
or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded
or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,”
“fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that
any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted
by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.


 


SECTION 1202.        Severability.
In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby to the extent permitted by applicable law.


 


SECTION 1203.        Restricted
Subsidiaries. The Issuer shall cause any Restricted Subsidiary required to guarantee payment of the Notes pursuant to the
terms and provisions of Section 1015 to execute and deliver to the Trustee a supplement to this Indenture substantially in the
form of Exhibit A hereto in accordance with the provisions of Article Nine of this Indenture pursuant to which such Restricted
Subsidiary shall guarantee all of the obligations on the Notes, whether for principal, premium, if any, interest (including interest
accruing after the filing of, or which would have accrued but for the filing of, a petition by or against the Issuer under any
Bankruptcy Law, whether or not such interest is allowed as a claim after such filing in any proceeding under such law) and other
amounts due in connection therewith (including any fees, expenses and indemnities), on an unsecured senior basis. Upon the execution
of any such amendment or supplement, the obligations of the Guarantors and any such Restricted Subsidiary under their respective
Guarantees shall become joint and several and each reference to the “Guarantor” in this Indenture shall, subject to
Section 1207, be deemed to refer to all Guarantors, including such Restricted Subsidiary. Such Guarantee shall be released in
accordance with Section 803 and Section 1208.


 




    	 	-111-	 



     


    

  


SECTION 1204.        Limitation
of Guarantors’ Liability. Each Guarantor and by its acceptance hereof each Holder confirms that it is the intention
of all such parties that the guarantee by each such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or
conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, the
Fraudulent Conveyances Act or any similar federal, provincial or state law or the provisions of its local law relating to fraudulent
transfer or conveyance. To effectuate the foregoing intention, the Holders and each such Guarantor hereby irrevocably agree that
the obligations of such Guarantor under its Guarantee shall be limited to the maximum amount that will not, after giving effect
to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made
by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to
this Section 1204, result in the obligations of such Guarantor under its Guarantee constituting such fraudulent transfer or conveyance.
Each Guarantor that makes a payment under its Guarantee will be entitled upon payment in full of all guaranteed Obligations under
this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion
of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance
with GAAP.


 


SECTION 1205.        Contribution.
In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree, inter se, that in the
event any payment or distribution is made by any Guarantor (a “Funding Guarantor”) under a Guarantee, such
Funding Guarantor shall be entitled to a contribution from all other Guarantors in a pro rata amount based on the Adjusted Net
Assets (as defined below) of each Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred
by that Funding Guarantor in discharging the Issuer’s obligations with respect to the Notes or any other Guarantor’s
obligations with respect to the Guarantee of such Guarantor. “Adjusted Net Assets” of such Guarantor at any
date shall mean the lesser of (1) the amount by which the fair value of the property of such Guarantor exceeds the total amount
of liabilities, including contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or
assumed on such date), but excluding liabilities under the Guarantee of such Guarantor at such date and (2) the amount by which
the present fair salable value of the assets of such Guarantor at such date exceeds the amount that will be required to pay the
probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred
or assumed on such date), excluding debt in respect of the Guarantee of such Guarantor, as they become absolute and matured.


 


SECTION 1206.        Subrogation.
Each Guarantor shall be subrogated to all rights of Holders against the Co-Issuers in respect of any amounts paid by any Guarantor
pursuant to the provisions of Section 1201; provided, however, that, each Guarantor waives and will not in any manner
whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights
against Holdings or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee
until all amounts then due and payable by the Co-Issuers with respect to the Notes shall have been paid in full.


 


SECTION 1207.        Reinstatement.
Each Guarantor hereby agrees (and each Person who becomes a Guarantor shall agree) that the Guarantee provided for in Section
1201 shall continue to be effective or be reinstated, as the case may be, if at any time, payment, or any part thereof, of any
obligations or interest thereon is rescinded or must otherwise be restored by a Holder to the Issuer upon the bankruptcy or insolvency
of the Issuer or any Guarantor.


 




    	 	-112-	 



     


    

  


SECTION 1208.        Release
of a Guarantor. Any Guarantee by a Restricted Subsidiary of the Notes shall be automatically and unconditionally released
and discharged upon:


 


(1)         (A)         any
sale, exchange or transfer (by merger, amalgamation or otherwise) of the Issuer’s and/or Restricted Subsidiary’s Capital
Stock in such Guarantor following which the applicable Guarantor is no longer a Restricted Subsidiary or all or substantially all
the assets of such Guarantor (other than any sale, exchange or transfer to the Issuer, any Guarantor and/or any Restricted Subsidiary),
which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture,


 


(B)         the
release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or the other guarantee which resulted in
the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee,


 


(C)         if
Holdings properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary upon effectiveness of
such designation or when it first ceases to be a Restricted Subsidiary, respectively,


 


(D)         exercise
of the Legal Defeasance of the Notes under Section 1302 hereof, or the Covenant Defeasance of the Notes under Section 1303 hereof,
or if the Co-Issuers’ obligations under this Indenture are discharged in accordance with Section 401; or


 


(E)         the
merger, amalgamation or consolidation of any Guarantor with and into the Issuer or another Guarantor that is the surviving, continuing
or resulting Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor following the transfer
of all of its assets to the Issuer or another Guarantor; and


 


(2)         such
Guarantor’s delivery to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the release and discharge of the Guarantee have been complied with.


 


SECTION 1209.        Benefits
Acknowledged. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and from its guarantee and waivers pursuant to its Guarantees under this Article Twelve.


 


SECTION 1210.        Matters
of Brazilian Law. As it relates to any Person party to this Indenture that is incorporated or formed under Brazilian law,
the transactions contemplated hereby have been proposed by the Trustee for the purposes of paragraph 2 of Article 9 of the Brazilian
Decree-Law No. 4,657 dated September 4, 1942 and for no other purpose or reason whatsoever.


 


ARTICLE
Thirteen


 


LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


SECTION 1301.        Issuer’s
Option To Effect Legal Defeasance or Covenant Defeasance. The Issuer may, at its option, at any time, with respect to the
Notes, elect to have either Section 1302 or Section 1303 be applied to all Outstanding Notes upon compliance with the conditions
set forth below in this Article Thirteen.


 




    	 	-113-	 



     


    

  


SECTION 1302.        Legal
Defeasance and Discharge. Upon the Issuer’s exercise under Section 1301 of the option applicable to this Section 1302,
each of the Co-Issuers and the Guarantors shall be deemed to have been discharged from their respective obligations with respect
to all Outstanding Notes and the Guarantees on the date the conditions set forth in Section 1304 are satisfied (hereinafter, “Legal
Defeasance”). For this purpose, such Legal Defeasance means that each of the Co-Issuers and the Guarantors shall be
deemed to have paid and discharged the entire indebtedness represented by the Outstanding Notes, which shall thereafter be deemed
to be “Outstanding” only for the purposes of Section 1305 and the other Sections of this Indenture referred to in
(1) and (2) below, and the Guarantees and to have satisfied all its other obligations under such Notes, the Guarantees and this
Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments
acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (1)
the rights of Holders of Outstanding Notes to receive payments in respect of the principal of (and premium, if any, on) and interest
on such Notes when such payments are due, solely out of the trust described in Section 1304 (including, but not limited to the
Issuer’s obligation to pay an Applicable Premium Deficit, if applicable), (2) the Issuer’s and/or the Co-Issuer’s
obligations with respect to such Notes under Sections 303, 304, 305, 1002 and 1003, (3) the rights, powers, trusts, duties and
immunities of the Trustee hereunder (including Section 607), and the obligations of each of the Co-Issuers and the Guarantors
in connection therewith and (4) this Article Thirteen. Subject to compliance with this Article Thirteen, the Issuer may exercise
its option under this Section 1302 notwithstanding the prior exercise of its option under Section 1303 with respect to the Notes.


 


SECTION 1303.        Covenant
Defeasance. Upon the Issuer’s exercise under Section 1301 of the option applicable to this Section 1303, each of the
Co-Issuers and the Guarantors shall be released from their respective obligations under any covenant contained in Sections 801,
802, 1005, 1006, 1007 and 1009 through and including 1018 with respect to the Outstanding Notes on and after the date the conditions
set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed
not to be “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall continue to be deemed “Outstanding” for
all other purposes hereunder. For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Notes, the
Issuer or any Guarantor, as applicable, may omit to comply with and shall have no liability in respect of any term, condition
or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any
such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under Sections 501(3), 501(4), 501(5), 501(6) and 501(8)
and, with respect to only Holdings or any Significant Subsidiary and not the Issuer, Section 501(7), but, except as specified
above, the remainder of this Indenture and such Notes shall be unaffected thereby.


 


SECTION 1304.        Conditions
to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1302 or
Section 1303 to the Outstanding Notes:


 


(1)         The
Issuer shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements
of Section 608 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust
for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of
the Holders of such Notes; (A) cash in U.S. dollars, or (B) non-callable Government Securities, or (C) a combination thereof (without
consideration of any reinvestment of interest), in such amounts as will be sufficient, in the opinion of a nationally recognized
firm of independent public accountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee)
to pay and discharge, the principal of (and premium, if any) and interest on the Outstanding Notes on the Stated Maturity (or Redemption
Date, if applicable) of such principal (and premium, if any) or, interest due on the Notes; provided that the Trustee shall
have been irrevocably instructed to apply such cash or the proceeds of such Government Securities to said payments with respect
to the Notes. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1103 hereof, a notice of its
election to redeem all of the Outstanding Notes at a future date in accordance with Article Eleven hereof, which notice shall be
irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing; provided that
upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes
of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the
date of the notice of redemption, with any deficit as of the Redemption Date (any such amount, the “Applicable Premium
Deficit”) only required to be deposited with the Trustee on or prior to the Redemption Date. Any Applicable Premium Deficit
shall be set forth in an Officer’s Certificate delivered to the Trustee (upon which the Trustee may conclusively rely) simultaneously
with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward
such redemption;


 




    	 	-114-	 



     


    

  


(2)         in
the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming
that, subject to customary assumptions and exclusions,


 


(A)         the
Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or


 


(B)         since
the issuance of the Notes, there has been a change in the applicable U.S. Federal income tax law,


 


in either case to the effect that, and based thereon such
Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the holders of the
Outstanding Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Legal Defeasance
and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been
the case if such Legal Defeasance had not occurred;


 


(3)         (x)
in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming
that, subject to customary assumptions and exclusions, the holders of the Outstanding Notes will not recognize income, gain or
loss for U.S. Federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts,
in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; and (y) in the
case of Covenant Defeasance or Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in Canada
confirming that the holders will not recognize income, gain or loss for Canadian federal tax purposes as a result of such Covenant
Defeasance or Legal Defeasance and will be subject to Canadian federal tax on the same amounts and in the same manner and at the
same times as would have been the case if such Covenant Defeasance or Legal Defeasance had not occurred;


 


(4)         no
Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit) shall have occurred
and be continuing on the date of such deposit;


 




    	 	-115-	 



     


    

  


(5)         such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior
Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor
is a party or by which the Issuer or any Guarantor is bound;


 


(6)         the
Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with
the intent of preferring the Holders over any of its other creditors defeating, hindering, delaying or defrauding any creditors
of the Issuer or any Guarantor or others; and


 


(7)         the
Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel in the United States (which
Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided
for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.


 


SECTION 1305.        Deposited
Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last
paragraph of Section 1003, all cash and Government Securities (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 1305, the “Qualifying Trustee”) pursuant
to Section 1304 in respect of the Outstanding Notes shall be held in trust and applied by the Qualifying Trustee, in accordance
with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the
Issuer acting as its own Paying Agent) as the Qualifying Trustee may determine, to the Holders of such Notes of all sums due and
to become due thereon in respect of principal (and premium, if any) and interest, but such money or Government Securities need
not be segregated from other funds except to the extent required by law.


 


The Issuer shall pay and indemnify the Qualifying
Trustee against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section
1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the Outstanding Notes.


 


Anything in this Article Thirteen to the contrary
notwithstanding, the Qualifying Trustee shall deliver or pay to the Issuer from time to time upon Company Request any money or
Government Securities held by it as provided in Section 1304 which are in excess of the amount thereof which would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance, as applicable, in accordance with this Article
Thirteen.


 


SECTION 1306.        Reinstatement.
If the Trustee or any Paying Agent is unable to apply any money or Government Securities in accordance with Section 1305 by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
then the Issuer’s and each Guarantor’s obligations under this Indenture and the Outstanding Notes shall be revived
and reinstated as though no deposit had occurred pursuant to Section 1302 or 1303, as the case may be, until such time as the
Trustee or Paying Agent is permitted to apply all such money or Government Securities in accordance with Section 1305; provided,
however, that if the Issuer makes any payment of principal of (or premium, if any) or interest on any Note following the
reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment
from the money or Government Securities held by the Trustee or Paying Agent.


 




    	 	-116-	 



     


    

  


IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be duly executed as of the day and year first above written.


 


	 	TELESAT HOLDINGS INC.
	 	TELESAT INTERCO INC.
	 	TELESAT CANADA
	 	TELESAT SATELLITE GP, LLC
	 	By:	Telesat Canada, as sole member
	 	TELESAT SATELLITE LP
	 	By:	Telesat Satellite GP, LLC, as general partner
	 	By:	Telesat Canada, as sole member


 


	 	By:	/s/ Christopher S. DiFrancesco
	 	 	Name:	Christopher S. DiFrancesco
	 	 	Title:	Vice President, General Counsel, and Secretary


 


[Signature Page to Indenture]


 




     


     


    

  


	 	SKYNET SATELLITE CORPORATION
	 	TELESAT INTERNATIONAL, L.L.C.
	 	By:       Skynet Satellite Corporation, as sole member
	 	TELESAT BRAZIL HOLDINGS LLC
	 	By:       Skynet Satellite Corporation, as sole member
	 	TELESAT NETWORK SERVICES, INC.
	 	TELESAT NETWORK SERVICES INTERNATIONAL, INC.
	 	TELESAT LLC
	 	 
	 	TELESAT NETWORK SERVICES HOLDINGS L.L.C.
	 	By:       Telesat Network Services, Inc., as sole member
	 	TELESAT SATELLITE HOLDINGS CORPORATION
	 	INFOSAT ABLE HOLDINGS, INC.
	 	INFOSAT COMMUNICATIONS GP INC.
	 	INFOSAT COMMUNICATIONS LP
	 	By:       Infosat Communications GP Inc., as general partner


 


	 	By:	/s/ Christopher S. DiFrancesco
	 	 	Name:	Christopher S. DiFrancesco
	 	 	Title:	Secretary


 


[Signature Page to Indenture]


 




     


     


    

 


	 	TELESAT 2016 ULC
	 	 
	 	
        TELESAT CANADIAN SATELLITE LP

        By:      Telesat 2016 ULC, as general partner



 


	 	By:	/s/ Christopher S. DiFrancesco
	 	Name:	Christopher S. DiFrancesco
	 	Title:	Secretary


 


	 	TELESAT SPECTRUM GENERAL PARTNERSHIP
	 	By:     Telesat Canada, as general partner


 


	 	By:	/s/ Christopher S. DiFrancesco
	 	 	Name:  Christopher S. DiFrancesco
	 	 	Title:  Vice President, General Counsel, and Secretary


 


	 	By:    Telesat 2016 ULC, as general partner
	 	 
	 	By:	/s/ Christopher S. DiFrancesco
	 	 	Name:  Christopher S. DiFrancesco
	 	 	Title:  Secretary


 










[Signature Page to Indenture]


 




     


     


    

 


 


	 	ABLE INFOSAT COMMUNICATIONS, INC.
	 	 
	 	By:	/s/ Christopher S. DiFrancesco
	 	 	Name:	Christopher S. DiFrancesco
	 	 	Title:	Director


 


[Signature Page to Indenture]


 




     


     


    

  


	 	TELESAT INTERNATIONAL LIMITED
	 	 
	 	By:	/s/ Clarissa R. Offwood
	 	 	Name:	Clarissa R. Offwood
	 	 	Title:	Director


 


[Signature Page to Indenture]


 




     


     


    

  


	 	TELESAT (IOM) LIMITED
	 	 	 
	 	By:	/s/ Jason C. Harrison
	 	 	Name:	Jason C. Harrison
	 	 	Title:	Director
	 	 	 
	 	TELESAT (IOM) HOLDINGS LIMITED
	 	 	 
	 	By:	/s/ Jason C. Harrison
	 	 	Name:	Jason C. Harrison
	 	 	Title:	Director


 


[Signature Page to Indenture]


 




     


     


    

  


	 	Telesat Space Participações Ltda.
	 	Telesat Brasil Capacidade de Satélites Ltda. 
	 	Telesat Brasil Ltda.
	 	Telesat Serviços de Telecomunicação Ltda.
	 	(Signing as Guarantors)
	 	 	 
	 	By:	/s/ Mauro Wajnberg
	 	 	Name:	Mauro Wajnberg
	 	 	Title:	Officer and Representative


 


[Signature Page to Indenture]


 




     


     


    

  


	 	THE SPACECONNECTION INC.
	 	 	 
	 	By:	/s/ Michel Cayouette
	 	 	Name:	Michel Cayouette
	 	 	Title:	Director


 


[Signature Page to Indenture]


 




     


     


    

  


	 	THE BANK OF NEW YORK MELLON, as Trustee
	 	 	 
	 	By:	/s/ Francine Kincaid
	 	 	Name:	Francine Kincaid
	 	 	Title:	Vice President


 


[Signature Page to Indenture]


 




     


     


    

  


Rule 144A / Regulation S / IAI Appendix


 


PROVISIONS RELATING TO NOTES,


 


1.            Definitions


 


1.1           Definitions.


 


For the purposes of this Appendix the following
terms shall have the meanings indicated below:


 


“Applicable Procedures” means,
with respect to any transfer or transaction involving a Temporary Regulation S Global Note or beneficial interest therein, the
rules and procedures of the Depository for such a Temporary Regulation S Global Note, to the extent applicable to such transaction
and as in effect from time to time.


 


“Definitive Note” means a certificated
Note bearing, if required, the appropriate restricted notes legend set forth in Section 2.3(e).


 


“Depository” means The Depository
Trust Company, its nominees and their respective successors.


 


“Distribution Compliance Period,”
with respect to any Notes, means the period of 40 consecutive days beginning on and including the later of (i) the day on which
such Notes are first offered to Persons other than distributors (as defined in Regulation S under the Securities Act) in reliance
on Regulation S and (ii) the issue date with respect to such Notes.


 


“IAI” means an institutional
“accredited investor,” as defined in Rule 501(a)(1), (2), (3) and (7) of Regulation D under the Securities Act.


 


“Initial Purchasers” means
(1) with respect to the Initial Notes issued on the Issue Date, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC,
Goldman Sachs & Co., Morgan Stanley & Co. LLC, BMO Capital Markets Corp., CIBC World Markets Corp., RBC Capital Markets,
LLC and TD Securities (USA) LLC, and (2) with respect to each issuance of Additional Notes, the Persons purchasing such Additional
Notes under the related Purchase Agreement.


 


“Notes” means (1) US$500,000,000
aggregate principal amount of 8.875% Senior Notes due 2024 issued on the Issue Date and (2) any Additional Notes, if any, issued
in a transaction exempt from the registration requirements of the Securities Act.


 


“Notes Custodian” means the
custodian with respect to a Global Notes (as appointed by the Depository), or any successor Person thereto and shall initially
be the Trustee.


 


“Purchase Agreement” means
(1) with respect to the Initial Notes issued on the Issue Date, the Purchase Agreement dated November 9, 2016, among Holdings,
the Co-Issuers, the Guarantors party thereto and J.P. Morgan Securities LLC as Representative (the “Representative”)
on behalf of the Initial Purchasers party thereto, and (2) with respect to each issuance of Additional Notes, the purchase agreement
or underwriting agreement among Holdings, the Co-Issuers, the Guarantors and the Persons purchasing such Additional Notes.


 


“QIB” means a “qualified
institutional buyer” as defined in Rule 144A.


 




     


     


    

  


“Securities Act” means
the Securities Act of 1933, as amended.


 


“Transfer Restricted Notes”
means Notes that bear or are required to bear the legend relating to restrictions on transfer relating to the Securities Act set
forth in Section 2.3(e) hereto.


 


1.2           Other
Definitions.


 


	Term	 	Defined in Section:
	“Agent Members”	 	2.1(b)
	“Global Notes”	 	2.1(a)
	“IAI Global Note”	 	2.1(a)
	“Permanent Regulation S Global Note”	 	2.1(a)
	“Regulation S”	 	2.1(a)
	“Regulation S Global Note”	 	2.1(a)
	“Rule 144A”	 	2.1(a)
	“Rule 144A Global Note”	 	2.1(a)
	“Temporary Regulation S Global Note”	 	2.1(a)



 


2.             The
Notes.


 


2.1           (a)
Form and Dating. The Notes will be offered and sold by the Co-Issuers pursuant to a Purchase Agreement. The Notes will be
resold initially only to (i) QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons
other than U.S. Persons (as defined in Regulation S) outside the United States in reliance on Regulation S under the Securities
Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs, IAIs and purchasers in reliance
on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be
issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “Rule
144A Global Note”); Notes initially resold to IAIs shall be issued initially in the form of one or more permanent global
Notes in definitive, fully registered form (collectively, the “IAI Global Note”); and Notes initially resold
pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively,
the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend
and the applicable restricted notes legend set forth in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers
of the Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository,
duly executed by the Co-Issuers and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section
2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a permanent
global note (the “Permanent Regulation S Global Note,” and together with the Temporary Regulation S Global
Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance
Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global
Note, an IAI Global Note or the Permanent Regulation S Global Note only upon certification in form reasonably satisfactory to the
Trustee that (i) beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. persons
or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act and (ii)
in the case of an exchange for an IAI Global Note, certification that the interest in the Temporary Regulation S Global Note is
being transferred to an institutional “accredited investor” under the Securities Act that is an institutional accredited
investor acquiring the Notes for its own account or for the account of an institutional accredited investor.


 




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Beneficial interests in Temporary Regulation S
Global Notes and IAI Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection
with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation
S Global Note or the IAI Global Note, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory
to the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as
applicable, is being transferred to a Person (a) who the transferor reasonably believes to be a QIB, (b) purchasing for its own
account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable
securities laws of the States of the United States and other jurisdictions.


 


Beneficial interests in Temporary Regulation S
Global Notes and Rule 144A Global Notes may be exchanged for an interest in IAI Global Notes if (1) such exchange occurs in connection
with a transfer of the Notes in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation
S Global Note or Rule 144A Global Note, as applicable, first delivers to the trustee a written certificate (substantially in the
form of Exhibit 2) to the effect that (A) the Regulation S Global Note or Rule 144A Global Note, as applicable, is being transferred
(a) to an “accredited investor” within the meaning of 501(a)(1),(2),(3) and (7) of Regulation D under the Securities
Act that is an institutional investor acquiring the Notes for its own account or for the account of such an institutional accredited
investor, in each case in a minimum principal amount of the Notes of US$250,000, for investment purposes and not with a view to
or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable
securities laws of the States of the United States and other jurisdictions.


 


Beneficial interests in a Rule 144A Global Note
or an IAI Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note,
whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee
a written certificate (in the form provided in the Indenture) to the effect that such transfer is being made in accordance with
Rule 903 or 904 of Regulation S or Rule 144 (if applicable).


 


The Rule 144A Global Note, the IAI Global Note,
the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global
Notes.” The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments
made on the records of the Trustee and the Depository or its nominee as hereinafter provided.


 


(b)          Book-Entry
Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository.


 


The Issuer shall execute and the Trustee shall,
in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered
in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered
by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the
Depository.


 


Members of, or participants in, the Depository
(“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf
by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the Issuer, the Trustee and
any agent of the Issuer or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for
all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the
Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository
or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the
exercise of the rights of a holder of a beneficial interest in any Global Note.


 




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(c)          Definitive
Notes. Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Global Notes shall not
be entitled to receive physical delivery of Definitive Notes.


 


2.2           Authentication.
The Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate principal amount of US$500,000,000 8.875% Senior
Notes due 2024 and (2) any Additional Notes for an original issue in an aggregate principal amount specified in the written order
of the Issuer pursuant to Section 202 of the Indenture. Such order shall specify the amount of the Notes to be authenticated and
the date on which the original issue of Notes is to be authenticated and, in the case of any issuance of Additional Notes pursuant
to Section 312 of the Indenture, shall certify that such issuance is in compliance with Section 1011 of the Indenture.


 


2.3           Transfer
and Exchange.


 


(a)          Transfer
and Exchange of Definitive Notes. When Definitive Notes are presented to the Note Registrar with a request:


 


(x)          to
register the transfer of such Definitive Notes; or


 


(y)          to
exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,


 


the Note Registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive
Notes surrendered for transfer or exchange:


 


(i)          shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer and the Note
Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and


 


(ii)         if
such Definitive Notes are required to bear a restricted notes legend, they are being transferred or exchanged pursuant to an effective
registration statement under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are
accompanied by the following additional information and documents, as applicable:


 


(A)         if
such Definitive Notes are being delivered to the Note Registrar by a Holder for registration in the name of such Holder, without
transfer, a certification from such Holder to that effect; or


 


(B)         if
such Definitive Notes are being transferred to the Issuer, a certification to that effect; or


 


(C)         if
such Definitive Notes are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A, Regulation
S or Rule 144 under the Securities Act; or (y) in reliance upon another exemption from the requirements of the Securities Act:
(i) a certification to that effect (in the form set forth on the reverse of the Note) and (ii) if the Issuer so requests, an opinion
of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set
forth in Section 2.3(e)(i).


 




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(b)          Restrictions
on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial
interest in a Rule 144A Global Note, an IAI Global Note or a Permanent Regulation S Global Note except upon satisfaction of the
requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by appropriate instruments
of transfer, in form satisfactory to the Trustee, together with:


 


(i)          certification,
in the form set forth on the reverse of the Note, that such Definitive Note is either (A) being transferred to a QIB in accordance
with Rule 144A, (B) being transferred to an IAI or (C) being transferred after expiration of the Distribution Compliance Period
by a Person who initially purchased such Note in reliance on Regulation S to a buyer who elects to hold its interest in such Note
in the form of a beneficial interest in the Permanent Regulation S Global Note; and


 


(ii)         written
instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books and records with
respect to such Rule 144A Global Note (in the case of a transfer pursuant to clause (b)(i)(A)), IAI Global Note (in the case of
a transfer pursuant to clause (b)(i)(B)) or Permanent Regulation S Global Note (in the case of a transfer pursuant to clause (b)(i)(C))
to reflect an increase in the aggregate principal amount of the Notes represented by the Rule 144A Global Note, IAI Global Note
or Permanent Regulation S Global Note, as applicable, such instructions to contain information regarding the Depository account
to be credited with such increase,


 


then the Trustee shall cancel such Definitive Note and cause, or
direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository
and the Notes Custodian, the aggregate principal amount of Notes represented by the Rule 144A Global Note, IAI Global Note or Permanent
Regulation S Global Note, as applicable, to be increased by the aggregate principal amount of the Definitive Note to be exchanged
and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the
Rule 144A Global Note, IAI Global Note or Permanent Regulation S Global Note, as applicable, equal to the principal amount of the
Definitive Note so canceled. If no Rule 144A Global Notes, IAI Global Notes or Permanent Regulation S Global Notes, as applicable,
are then outstanding, the Issuer shall issue and the Trustee shall authenticate, upon written order of the Issuer in the form of
an Officer’s Certificate of the Issuer, a new Rule 144A Global Note, IAI Global Note or Permanent Regulation S Global Note,
as applicable, in the appropriate principal amount.


 


(c)          Transfer
and Exchange of Global Notes.


 


(i)          The
transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in accordance with
the Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor.
A transferor of a beneficial interest in a Global Note shall deliver to the Note Registrar a written order given in accordance
with the Depository’s procedures containing information regarding the participant account of the Depository to be credited
with a beneficial interest in the Global Note. The Note Registrar shall, in accordance with such instructions instruct the Depository
to credit to the account of the Person specified in such instructions a beneficial interest in the Global Note and to debit the
account of the Person making the transfer the beneficial interest in the Global Note being transferred.


 




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(ii)         If
the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note,
the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to
which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the
Note Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global
Note from which such interest is being transferred.


 


(iii)        Notwithstanding
any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a Global Note may not be transferred
as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.


 


(iv)        In
the event that a Global Note is exchanged for Definitive Notes pursuant to Section 2.4 of this Appendix, such Notes may be exchanged
only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the
certification requirements set forth on the reverse of the Notes intended to ensure that such transfers comply with Rule 144A,
Regulation S or another applicable exemption under the Securities Act, as the case may be) and such other procedures as may from
time to time be adopted by the Issuer.


 


(d)          Restrictions
on Transfer of Temporary Regulation S Global Notes. During the Distribution Compliance Period, beneficial ownership interests
in Temporary Regulation S Global Notes may only be sold, pledged or transferred in accordance with the Applicable Procedures and
only (i) to the Issuer, (ii) in an offshore transaction in accordance with Regulation S (other than a transaction resulting in
an exchange for an interest in a Permanent Regulation S Global Note) or (iii) pursuant to an effective registration statement under
the Securities Act, in each case in accordance with any applicable securities laws of any State of the United States.


 


(e)         Legend.


 


(i)          Except
as permitted by the following paragraph (ii), each Note certificate evidencing the Global Notes (and all Notes issued in exchange
therefor or in substitution thereof), in the case of Notes offered otherwise than in reliance on Regulation S shall bear a legend
in substantially the following form:


 


THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.


 




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THE HOLDER OF THIS NOTE AGREES FOR THE
BENEFIT OF THE CO-ISSUERS THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO TELESAT HOLDINGS
INC. OR ITS SUBSIDIARIES, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN INSTITUTIONAL
ACCREDITED INVESTOR (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH
TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS
NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT
OF NOTES OF AT LEAST US$250,000, (IV) OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
ACT, (V) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (VI) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.


 


Each certificate evidencing a Note offered in
reliance on Regulation S shall, in addition to the foregoing, bear a legend in substantially the following form:


 


THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY
ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY UNITED STATES PERSON
EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES
LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.


 


Each Definitive Note shall also bear the following
additional legend:


 


IN CONNECTION WITH ANY TRANSFER, THE
HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


(ii)         Upon
any sale or transfer of a Transfer Restricted Note (including any Transfer Restricted Note represented by a Global Note) pursuant
to Rule 144 under the Securities Act, the Note Registrar shall permit the transferee thereof to exchange such Transfer Restricted
Note for a certificated Note that does not bear the legend set forth above and rescind any restriction on the transfer of such
Transfer Restricted Note, if the transferor thereof certifies in writing to the Note Registrar that such sale or transfer was made
in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Note).


 


(f)          Cancellation
or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Definitive
Notes, redeemed, purchased or canceled, such Global Note shall be returned to the Depository for cancellation or retained and canceled
by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for certificated
Notes, redeemed, purchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment
shall be made on the books and records of the Trustee (if it is then the Notes Custodian for such Global Note) with respect to
such Global Note, by the Trustee or the Notes Custodian, to reflect such reduction.


 




    	 	-7-	 



     


    

  


(g)         No
Obligation of the Trustee.


 


(i)          None
of the Trustee, Paying Agent or Note Registrar shall have any responsibility or obligation to any beneficial owner of a Global
Note, a member of, or a participant in the Depository or other Person with respect to the accuracy of the records of the Depository
or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to
the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including
any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to
be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order
of the registered Holders (which shall be the Depository or its nominee in the case of a Global Note). The rights of beneficial
owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the
Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect
to its members, participants and any beneficial owners. None of the Trustee, the Paying Agent or the Note Registrar shall have
any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of
any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any
transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder
or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note.


 


(ii)         The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under the Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between
or among Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of
the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.


 


2.4          Definitive
Notes.


 


(a)          A
Global Note deposited with the Depository or with the Trustee as Notes Custodian for the Depository pursuant to Section 2.1 shall
be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal
amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 hereof and (i) the
Depository notifies the Issuer that it is unwilling or unable to continue as Depository for such Global Note and the Depository
fails to appoint a successor depository or if at any time such Depository ceases to be a “clearing agency” registered
under the Exchange Act, and in either case, a successor depository is not appointed by the Issuer within 90 days of such notice
or (ii) an Event of Default has occurred and is continuing.


 


(b)          Any
Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depository
to the Trustee located at the Corporate Trust Office (as defined in the Indenture), to be so transferred, in whole or from time
to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global
Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred
pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of US$2,000 principal amount
and integral multiples of US$1,000 thereof and registered in such names as the Depository shall direct. Any Definitive Note delivered
in exchange for an interest in the Transfer Restricted Note shall, except as otherwise provided by Section 2.3(e) hereof, bear
the applicable restricted notes legend and definitive notes legend set forth in Exhibit 1 hereto.


 




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(c)          Subject
to the provisions of Section 2.4(b) hereof, the registered Holder of a Global Note shall be entitled to grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which
a Holder is entitled to take under the Indenture or the Notes.


 


(d)          In
the event of the occurrence of one of the events specified in Section 2.4(a) hereof, the Issuer shall promptly make available to
the Trustee a reasonable supply of Definitive Notes in definitive, fully registered form without interest coupons. In the event
that such Definitive Notes are not issued, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue
a remedy pursuant to the Indenture, including pursuant to Section 507 of the Indenture, the right of any beneficial owner of Notes
to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if
such Definitive Notes had been issued.


 




    	 	-9-	 



     


    

  


EXHIBIT 1

to Rule 144A / Regulation S / IAI Appendix


 


[FORM OF FACE OF NOTE]


 


[Global Notes Legend]


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS
OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.


 


[[FOR REGULATION S GLOBAL NOTE ONLY] UNTIL 40
DAYS AFTER THE LATER OF COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY
A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE
IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]


 


[Restricted Notes Legend for Notes offered otherwise

than in Reliance on Regulation S]


 


THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE
BENEFIT OF THE CO-ISSUERS THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO TELESAT HOLDINGS
INC. OR ITS SUBSIDIARIES, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN INSTITUTIONAL
ACCREDITED INVESTOR (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH
TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS
NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT
OF NOTES OF AT LEAST US$250,000, (IV) OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
ACT, (V) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (VI) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.


 




     


     


    

  


[Restricted Notes Legend for Notes Offered in
Reliance on Regulation S]


 


THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY
ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY UNITED STATES PERSON
EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES
LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.


 


[Temporary Regulation S Global Note Legend]


 


EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP
INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL
NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS
ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2)
OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT
SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT
DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP
INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED (I) TO THE COMPANY, (II) OUTSIDE
THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOTIFY
ANY PURCHASER OF THIS NOTE OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE.


 


AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE
PERIOD BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY BE EXCHANGED FOR INTERESTS IN A RULE 144A GLOBAL NOTE
ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE NOTES IN COMPLIANCE WITH RULE 144A AND (2) THE TRANSFEROR
OF THE REGULATION S GLOBAL NOTE FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE)
TO THE EFFECT THAT THE REGULATION S GLOBAL NOTE IS BEING TRANSFERRED (A) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES TO
BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS OWN ACCOUNT OR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.


 




    	 	-2-	 



     


    

  


AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE
PERIOD, BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY BE EXCHANGED FOR INTERESTS IN AN IAI GLOBAL NOTE ONLY
IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE NOTES IN COMPLIANCE WITH AN EXEMPTION UNDER THE SECURITIES ACT
AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL NOTE FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED
TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL NOTE IS BEING TRANSFERRED (A) TO AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES
THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF
WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN
US$250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND (B)
IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.


 


BENEFICIAL INTERESTS IN A RULE 144A GLOBAL NOTE
OR AN IAI GLOBAL NOTE MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL NOTE,
WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO THE
TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN ACCORDANCE
WITH RULE 903 OR 904 OF REGULATION S OR RULE 144 (IF AVAILABLE).


 


[Definitive Notes Legend]


 


IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL
DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE
TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 




    	 	-3-	 



     


    

  


	No. [    ]	US$[          ]


 


8.875% Senior Notes due 2024


 


Telesat Canada, a Canadian corporation (the “Issuer”
or “Company”), and Telesat LLC, a Delaware limited liability company (the “Co-Issuer,” and
together with the Issuer, the “Co-Issuers”), promise to pay to [       ], or registered assigns, the principal sum
of [       ] US Dollars (US$[        ]) on November 15, 2024 (the “Maturity Date”).


 


Interest Payment Dates: May 15 and November 15
(each, an “Interest Payment Date”) commencing May 15, 2017.


 


Record Dates: May 1 and November 1 (each, a “Record
Date”).


 


Additional provisions of this Note are set forth
on the other side of this Note.


 


Dated:


 


	 	TELESAT CANADA
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	TELESAT LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	TRUSTEE’S CERTIFICATE OF AUTHENTICATION	 
	 	 
	THE BANK OF NEW YORK MELLON	 
	as Trustee, certifies that this is one of the	 
	Notes referred to in the Indenture.	 
	 	 
	By:	 	 
	 	Authorized Signatory	 


 




    	 	-4-	 



     


    

 


[FORM OF REVERSE SIDE OF NOTE]



8.875% Senior Note due 2024


 


1.          Principal
and Interest.


 


The Co-Issuers will pay the principal of this
Note on November 15, 2024.


 


The Co-Issuers promise to pay interest and Additional
Amounts, if any, on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 8.875%
per annum.


 


Interest and Additional Amounts, if any, will
be payable semi-annually (to the Holders of record of the Notes (or any Predecessor Notes) at the close of business on the Record
Date immediately preceding the applicable Interest Payment Date) on each Interest Payment Date, commencing May 15, 2017.


 


Interest on this Note will accrue from the most
recent date to which interest has been paid or, if no interest has been paid, from November 17, 2016.1
Interest will be computed on the basis of a 360-day year of twelve 30-day months.


 


The Co-Issuers shall pay interest and Additional
Amounts, if any, on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful,
at a rate per annum equal to the rate of interest applicable to the Notes.


 


2.          Method
of Payment.


 


The Issuer will pay interest (except defaulted
interest) on the principal amount of the Notes on each Interest Payment Date to the Persons who are Holders (as reflected in the
Note Register at the close of business on the Record Date immediately preceding the applicable Interest Payment Date), in each
case, even if the Note is cancelled on registration of transfer or registration of exchange after such Record Date; provided
that, with respect to the payment of principal, the Issuer will make payment to the Holder that surrenders this Note to any
Paying Agent on or after the Maturity Date.


 


The Issuer will pay principal (premium, if any)
and interest in U.S. dollars. However, the Issuer may pay principal (premium, if any) and interest by its check payable in such
money. The Issuer may pay interest on the Notes either (a) by mailing a check for such interest to a Holder’s registered
address (as reflected in the Note Register) or (b) by wire transfer to an account located in the United States maintained by the
payee. If a payment date is a date other than a Business Day at a place of payment, payment may be made at that place on the next
succeeding day that is a Business Day and no interest shall accrue for the intervening period.


 


3.          Paying
Agent and Note Registrar.


 


Initially, The Bank of New York Mellon, a New
York banking corporation (the “Trustee”) will act as Paying Agent and Note Registrar. The Issuer may change any Paying
Agent or Note Registrar upon written notice thereto. The Co-Issuers, Holdings, any Subsidiary or any Affiliate of any of them may
act as Paying Agent, Note Registrar or co-registrar.


 





 






		1	With respect to Additional Notes, this form of Note shall be adjusted to either accrue interest from the date of issuance of
such Additional Note (“settle flat”) or for interest thereunder to be deemed to have accrued since last interest payment
date.



 




    	 	-5-	 



     


    

  


4.          Indenture.


 


The Co-Issuers issued the Notes under an Indenture
dated as of November 17, 2016 (the “Indenture”), among Holdings, the Co-Issuers, the Guarantors and the Trustee. Capitalized
terms herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by explicit reference to the Trust Indenture Act. The Notes are subject to all such
terms, and Holders are referred to this Indenture and the Trust Indenture Act for a statement of all such terms. To the extent
permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the
terms of the Indenture shall control.


 


The Notes are unsecured unsubordinated obligations
of the Co-Issuers. The Indenture does not limit the aggregate principal amount of the Notes.


 


5.          Redemption.


 


Optional Redemption. At any time prior
to November 15, 2019 the Co-Issuers may on one or more occasions redeem the Notes, in whole or in part, upon not less than 15 nor
more than 60 days’ prior notice delivered electronically or mailed by first-class mail, postage prepaid, with a copy to the
Trustee, to each Holder of the Notes to the address of such Holder appearing in the Note Register, at a redemption price equal
to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional
Amounts, if any, to, but excluding, the Redemption Date, subject to the rights of Holders on the relevant record date to receive
interest due on the relevant interest payment date falling on or prior to the Redemption Date.


 


On and after November 15, 2019, the Co-Issuers
may on one or more occasions redeem the Notes, in whole or in part, upon not less than 15 nor more than 60 days’ prior notice
delivered electronically or mailed by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of the Notes
to the address of such Holder appearing in the Note Register at the Redemption Prices (expressed as percentages of principal amount
of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Amounts, if any, to, but
excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest
due on the relevant Interest Payment Date falling on or prior to the Redemption Date, if redeemed during the twelve-month period
beginning on November 15 of each of the years indicated below:


 


	Year	 	Percentage	 
	2019	 	 	106.656	%
	2020	 	 	104.438	%
	2021	 	 	102.219	%
	2022 and thereafter	 	 	100.000	%



 


In addition, prior to November 15, 2019, the Co-Issuers
may on one or more occasions, at their option, redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture
at a redemption price equal to 108.875% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and
Additional Amounts, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Redemption Date,
with the net cash proceeds of one or more Equity Offerings of Holdings or any direct or indirect parent of the Issuer to the extent
such net cash proceeds are contributed to Holdings; provided that at least 50% of the aggregate principal amount of Notes
originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption; provided,
further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering.


 




    	 	-6-	 



     


    

  


6.          Repurchase
upon a Change of Control Triggering Event and Asset Sales.


 


Upon the occurrence of (a) a Change of Control
Triggering Event, the Holders of the Notes will have the right to require that the Co-Issuers repurchase such Holder’s outstanding
Notes, in whole or in part, at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest and Additional
Amounts, if any, to, but excluding, the date of repurchase and (b) Asset Sales or receipt by the Co-Issuers of any Event of Loss
Proceeds, the Co-Issuers may be obligated to make offers to repurchase Notes and Pari Passu Indebtedness with a portion of the
Net Proceeds of such Asset Sales or such Event of Loss Proceeds at a redemption price of 100% of the principal amount thereof plus
accrued and unpaid interest, if any, to, but excluding, the date of repurchase.


 


7.          Denominations;
Transfer; Exchange.


 


The Notes are in registered form without coupons
in denominations of US$2,000 principal amount and whole multiples of US$1,000. A Holder may transfer or exchange Notes in accordance
with the Indenture. The Note Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the Indenture in connection with such transfer. The Note
Registrar need not register the transfer or exchange of any Notes selected for redemption (except, in the case of a Note to be
redeemed in part, the portion of the Note not to be redeemed) or any Notes for a period of 15 days before a selection of Notes
to be redeemed or 15 days before an interest payment date.


 


8.          Persons
Deemed Owners.


 


A registered Holder may be treated as the owner
of a Note for all purposes.


 


9.          Unclaimed
Money.


 


If money for the payment of principal (premium,
if any) or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Issuer at
its written request. After that, Holders entitled to the money must look to the Issuer for payment, unless an abandoned property
law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.


 


10.         Discharge
and Defeasance Prior to Redemption or Maturity.


 


If the Issuer irrevocably deposits, or causes
to be deposited, with the Trustee money, or Government Securities or a combination thereof (without consideration of any reinvestment
of interest), sufficient to pay the then outstanding principal of (premium, if any) and accrued but unpaid interest on the Notes
(a) to Redemption Date or Maturity Date, the Issuer will be discharged from its obligations under the Indenture and the Notes,
except in certain circumstances for certain covenants thereof, and (b) to the Stated Maturity, the Issuer will be discharged from
certain covenants set forth in the Indenture.


 




    	 	-7-	 



     


    

  


11.         Amendment;
Supplement; Waiver.


 


Subject to certain exceptions, the Indenture,
the Notes or the Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate
principal amount of the Outstanding Notes, and any existing Default or Event of Default or compliance with any provision may be
waived with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Notes. Without notice to
or the consent of any Holder, the parties thereto may amend or supplement the Indenture, the Notes or the Guarantees to, among
other things, cure any ambiguity, omission, mistake, defect or inconsistency and make any change that does not adversely affect
the rights of any Holder.


 


12.         Restrictive
Covenants.


 


The Indenture contains certain covenants, including
covenants with respect to the following matters: (i) Restricted Payments; (ii) Incurrence of Indebtedness; (iii) Liens; (iv) transactions
with Affiliates; (v) dividend and other payment restrictions affecting Restricted Subsidiaries; (vi) guarantees of Indebtedness
by Restricted Subsidiaries; (vii) merger and certain transfers of assets; (viii) purchase of Notes upon a Change of Control Triggering
Event; and (ix) disposition of proceeds of Asset Sales.


 


13.         Successor
Persons.


 


When a successor Person or other entity assumes
all the obligations of its predecessor under the Notes or the Guarantees and the Indenture, the predecessor Person will be released
from those obligations.


 


14.         Remedies
for Events of Default.


 


If an Event of Default, as defined in the Indenture,
occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Notes may declare all
the Notes to be immediately due and payable. If a bankruptcy or insolvency default with respect to Holdings or any of its Significant
Subsidiaries occurs and is continuing, the Notes automatically become immediately due and payable. Subject to the provisions of
the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee shall be
under no obligation to exercise any rights or powers under the Indenture at the request or direction of any of the Holders of the
Notes unless such Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability
or expense. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Notes are given the
right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising
any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or
the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve
the Trustee in personal liability.


 


15.         Guarantees.


 


The Co-Issuers’ obligations under the Notes
are fully, irrevocably and unconditionally guaranteed on an unsecured unsubordinated basis, to the extent set forth in the Indenture,
by each of the Guarantors.


 




    	 	-8-	 



     


    

  


16.         Trustee
Dealings with Co-Issuers.


 


The Trustee under the Indenture, in its individual
or any other capacity, may become the owner or pledgee of Notes and may make loans to, accept deposits from, perform services for,
and otherwise deal with, the Co-Issuers and their Affiliates as if it were not the Trustee.


 


17.         Authentication.


 


This Note shall not be valid until the Trustee
signs the certificate of authentication on the other side of this Note.


 


18.         Abbreviations.


 


Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants
with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).


 


19.         CUSIP
Numbers.


 


Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has
directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to
the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.


 


20.         Governing
Law.


 


THIS SECURITY WILL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


The Issuers will furnish to any Holder upon written
request and without charge a copy of the Indenture. Requests may be made to Telesat Canada, 1601 Telesat Court, Ottawa, Ontario,
Canada, K1B 5P4, Attention: General Counsel.


 


Capitalized terms used herein but not defined
herein shall have the meanings given to such terms in the Indenture.


 




    	 	-9-	 



     


    




 


ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


I or we assign and transfer this Note to


 


	 
	(Print or type assignee’s name, address and zip code)
	 
	 
	(Insert assignee’s soc. sec. or tax I.D. No.)


 


and irrevocably appoint                                                                 
agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.


 


	Date: 	 	 	Your Signature: 	 
	 	 	 	 	(Sign exactly as your name appears on the other side of this Note.)


 


In connection with any transfer of any of the Notes evidenced by
this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the
later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Issuer or
any Affiliate of the Issuer, the undersigned confirms that such Notes are being transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


		 ̈	to the Issuer; or



 


		 ̈	pursuant to an effective registration statement under the Securities Act of 1933; or



 


		 ̈	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act
of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that
such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities
Act of 1933; or



 


		 ̈	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act of 1933 in
compliance with Rule 904 under the Securities Act of 1933; or



 


		 ̈	pursuant to any other available exemption from the registration requirements of the Securities Act of 1933; or



 


		 ̈	to an institutional “accredited investor” (as defined in Rule 501(a)(1),(2),(3) or (7) of Regulation D under the
Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain representations and agreements relating
to the transfer of this Note (the form of which can be obtained from the Trustee) and, if such transfer is in respect of an aggregate
principal amount of notes of at least US$250,000.



 




    	 	-10-	 



     


    

  


Unless one of the boxes is checked, the Trustee will refuse to register
any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof; provided,
however, that if box (4) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of
the Notes, such legal opinions, certifications and other information as the Issuer has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act of 1933, such as the exemption provided by Rule 144 under such Act.


 


Signature Guarantee:


 


	 	 	 
	Signature must be guaranteed	 	Signature


 


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.


 


TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS
CHECKED.


 


The undersigned represents and warrants that it
is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that
it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act
of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information
regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and
that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption
from registration provided by Rule 144A.


 


	Dated:	 
	 	Notice:  To be executed by an executive officer


 




    	 	-11-	 



     


    

  


[TO BE ATTACHED TO GLOBAL NOTES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE


 


The following increases or decreases in this Global Note have been made:


 


	Date of
 Exchange	 	Amount of decrease 

in
 Principal amount of 

this Global Note	 	 	Amount of increase

 in
 Principal amount of 

this Global Note	 	 	Principal amount

 of this Global Note 
 following such
 decrease or increase	 	 	Signature of
 authorized 
 signatory of Trustee
 or Notes
 Custodian	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 




    	 	-12-	 



     


    

 


OPTION OF HOLDER TO ELECT REPURCHASE


 


If you want to elect to have this Note repurchased
by the Issuer pursuant to Section 1017 or 1018 of the Indenture, check the box:  ̈


 


 ̈       If
you want to elect to have only part of this Note repurchased by the Issuer pursuant to Section 1017 or 1018 of the Indenture, state
the amount in principal amount: US$


 


	Date:	 	 	Your Signature:	 
	 	 	 	 	(Sign exactly as your name appears on the other side of this Note.)


 


	Signature Guarantee:	 	 
	 	(Signature must be guaranteed)


 


Signatures must be guaranteed by an “eligible guarantor institution”
meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the
Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 




    	 	-13-	 



     


    

  


EXHIBIT 2

to Rule 144A / Regulation S / IAI Appendix


 


Form of

Transferee Letter of Representation


 


Telesat Canada

1601 Telesat Court

Ottawa, Ontario K1B 5P4


 


In care of

[              ]

[              ]

[              ]


 


Ladies and Gentlemen:


 


This certificate is delivered to request a transfer
of US$[           ] principal amount of the 8.875% Senior Notes due 2024 (the “Notes”) of Telesat Canada, a Canadian corporation
(the “Issuer”), and Telesat LLC, a Delaware limited liability company (the “Co-Issuer” and
together with the Issuer, the “Co-Issuers”).


 


Upon transfer, the Notes would be registered in
the name of the new beneficial owner as follows:


 


	Name:	 	 


 


	Address:	 	 


 


	Taxpayer ID Number:	 	 


 


The undersigned represents and warrants to you
that:


 


1.          We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account
of such an institutional “accredited investor” at least US$250,000 principal amount of the Notes, and we are acquiring
the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We
have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our
investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We,
and any accounts for which we are acting, are each able to bear the economic risk of our or its investment.


 




     


     


    

  


2.          We
understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing
Notes to offer, sell or otherwise transfer such Notes prior to the date that is two years after the later of the date of original
issue and the last date on which the Issuer or any affiliate of the Issuer was the owner of such Notes (or any predecessor thereto)
(the “Resale Restriction Termination Date”) only (i) to the Issuer, (ii) in the United States to a person whom
the seller reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (iii)
to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under
the Securities Act that is an institutional accredited investor purchasing for its own account or for the account of an institutional
accredited investor, in each case in a minimum principal amount of the Notes of US$250,000, (iv) outside the United States in a
transaction complying with the provisions of Rule 904 under the Securities Act, (v) pursuant to an exemption from registration
under the Securities Act provided by Rule 144 (if available) or (vi) pursuant to an effective registration statement under the
Securities Act, in each of cases (i) through (vi) subject to any requirement of law that the disposition of our property or the
property of such investor account or accounts be at all times within our or their control and in compliance with any applicable
state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date.
If any resale or other transfer of the Notes is proposed to be made pursuant to clause (iii) above prior to the Resale Restriction
Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Co-Issuers
and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor”
within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and that it is acquiring such Notes
for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Co-Issuers
and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of
the Notes pursuant to clause (iii), (iv) or (v) above to require the delivery of an opinion of counsel, certifications or other
information satisfactory to the Co-Issuers and the Trustee.


 


	 	TRANSFEREE:	 


 


	 	By:	 


 




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EXHIBIT A


 


FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS


 


SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of [          ], 20[   ], among [         ] (the “Guaranteeing Subsidiary”), a subsidiary of [Telesat Canada
(the “Issuer”)] (or its permitted successor), [Telesat LLC] (or its permitted successor), [a Delaware limited liability
company] (the “Co-Issuer” and together with the Issuer, the “Co-Issuers”), the Co-Issuers and The Bank
of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).


 


WITNESSETH


 


WHEREAS, the Co-Issuers have heretofore executed
and delivered to the Trustee an indenture (the “Indenture”), dated as of November 17, 2016 providing for the issuance
of 8.875% Senior Notes due 2024 (the “Notes”);


 


WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary shall unconditionally guarantee all of the Co-Issuers’ Obligations under the Notes and the Indenture
on the terms and conditions set forth herein (the “Guarantee”);


 


WHEREAS, pursuant to Section 901 of the Indenture,
the Trustee is authorized to execute and deliver this Supplemental Indenture; and


 


WHEREAS, the Co-Issuers hereby direct the Trustee
to execute and deliver this Supplemental Indenture.


 


NOW, THEREFOR, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:


 


1.          CAPITALIZED
TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


2.          AGREEMENT
TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions
set forth in the Note Guarantee and in the Indenture including but not limited to Article Twelve thereof.


 


3.          WAIVER
OF BENEFIT OR ADVANTAGE. The Guaranteeing Subsidiary hereby waives and will not in any manner whatsoever claim or take the benefit
or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against Holdings or any other Restricted
Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee until all amount then due and payable by
the Co-Issuers with respect to the Notes shall have been paid in full.


 


4.          NO
RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Co-Issuers or any Guaranteeing Subsidiary under the Notes,
any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under
the federal securities laws and it is the view of the SEC that such a waiver is against public policy.


 




     


     


    

  


5.          NEW
YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY.


 


6.          COUNTERPARTS.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.


 


7.          EFFECT
OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.


 


8.          THE
TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing
Subsidiary and the Co-Issuers.


 




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IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed and attested, all as of the date first above written.


 


	Dated:  ___________, 20__	 
	 	[GUARANTEEING SUBSIDIARY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	TELESAT CANADA
	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	TELESAT LLC
	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	THE BANK OF NEW YORK MELLON, as Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




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EXHIBIT B


 


INCUMBENCY CERTIFICATE


 


The undersigned,
                                          ,
being the
                                            
of
                                              (the
“Issuer”) does hereby certify that the individuals listed below are qualified and acting officers of the Issuer
as set forth in the right column opposite their respective names and the signatures appearing in the extreme right column
opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have
the authority to execute documents to be delivered to, or upon the request of, The Bank of New York Mellon, as Trustee under
the Indenture dated as of November 17, 2016, by and between the Issuer and The Bank of New York Mellon.


 


	Name	 	Title	 	Signature
	 	 	 	 	 


 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Certificate as of the ___ day of ___________, 20__.


 


	 	 
	 	Name:
	 	Title:


 




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