Exhibit 10.5


 


EXECUTION
VERSION


 


FULL AND FINAL RELEASE AND AMENDMENT
OF TOLLING AGREEMENT


 


Dated as of November 23, 2020


 


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


 


FOR GOOD AND VALUABLE
CONSIDERATION, including PSP, Red Isle, Loral, Holdco and Telesat agreeing to enter into the Integration Agreement, the receipt
and sufficiency of which is hereby acknowledged, each of


 


		(i)	PSP and Red Isle, on their own behalf and on behalf of their respective parents, Subsidiaries and
Affiliates and their respective current and former officers, directors, employees, agents, shareholders, beneficiaries, trustees,
predecessors, successors and assigns (collectively, the “PSP Entities,” and which term includes any one or more
of them), provided, the “PSP Entities” shall not include (i) any portfolio company of any investment vehicle
or holding company that is directly or indirectly managed by PSP, or (ii) any Telesat Entity, MHR Entity or Loral Entity;



 


		(ii)	MHR Fund Management LLC (“MHR”), on its own behalf and on behalf of its Subsidiaries
and Affiliates (other than Loral and its Subsidiaries) and their respective current and former officers, directors, employees,
agents, shareholders, beneficiaries, trustees, predecessors, successors and assigns (collectively, the “MHR Entities,”
and which term includes any one or more of them); provided, the “MHR Entities” shall not include (i) any
Telesat Entity, Loral Entity or PSP Entity, or (ii) any portfolio company of any investment vehicle or holding company that
is directly or indirectly managed by MHR;



 






    


     


    

 


		(iii)	Loral and Holdco, each on their own behalf, and Loral on behalf of its Subsidiaries and Affiliates
and their respective current and former officers, directors, employees, agents, beneficiaries, trustees, predecessors, successors
and assigns (collectively, the “Loral Entities,” and which term includes any one or more of them, and which,
for the avoidance of doubt, does not include any Telesat Entity, PSP Entity or MHR Entity); and



 


		(iv)	Telesat, on its own behalf and on behalf of its Subsidiaries and its controlled Affiliates and
their respective current and former officers, directors, employees, agents, beneficiaries, trustees, predecessors, successors,
and assigns (collectively, the “Telesat Entities,” and which term includes any one or more of them and which,
for the avoidance of doubt, does not include any PSP Entity, MHR Entity or Loral Entity) (the PSP Entities, the MHR Entities, the
Loral Entities and the Telesat Entities are collectively referred to herein as the “Parties” and, each, a “Party”);



 


hereby agree as follows:


 


		1.	Full and Final Release.



 


Effective as of the Release Effective Date,
each of the Parties does hereby release and forever discharge each other Party from any and all actions, causes of action, applications,
debts, dues, accounts, bonds, covenants, contracts, complaints, obligations, duties, breaches of contract, breaches of duty or
any relationship, acts, omissions, compensations, promises, damages, costs, losses, expenses, claims for interest or disbursements,
remedies for losses, choses in action, entitlements, liabilities, demands, rights of indemnity and all other claims and rights
(the “Claims”), whether or not known or anticipated, which it ever had, now has or may in the future have against
the other Parties, in each case solely to the extent arising out of or relating to the following specified matters:


 






    - 2 -


     


    

 


		(1)	the Claims alleged in each of (A) the letter from Andrew Rossman and Geoff Hall addressed
to Frank Arnone and Doug Warner dated April 22, 2016, (B) the letter from Jeff Galway and Greg Danilow addressed to Andrew
Rossman and Geoff Hall dated May 11, 2016, and (C) a subsequent letter from Andrew Rossman and Geoff Hall to Jeff Galway
and Greg Danilow dated May 20, 2016;



 


		(2)	Claims of oppression of or breach of any duty owed to any Party in its capacity as a shareholder
of Telesat; and



 


		(3)	Claims for breach of the Shareholders Agreement of Telesat dated October 31, 2007 (the “Telesat
Shareholders Agreement”).



 


The Claims identified in the foregoing
subsections (1) through (3) are referred to herein as the “Released Claims”; provided, however,
that the term “Released Claims” includes the Claims specified in the foregoing subsections (2) and (3) only
to the extent that any such Claim arises from or relates to the facts and circumstances forming the basis of any such Claim identified
in the foregoing subsection (1), and any Claim identified in the foregoing subsection (2) or (3) shall not constitute
a “Released Claim” with respect to the release and discharge to the extent that such Claim does not arise from or relate
to the facts and circumstances forming the basis of a Claim identified in the foregoing subsection (1) (the claims excluded
from the term “Released Claims” pursuant to this proviso, the “Telesat Excluded Claims”).


 


THIS RELEASE shall,
notwithstanding the foregoing, not affect any:


 


		(i)	rights or remedies under the Integration Agreement or the Transaction Documents or otherwise arising
out of the preparation, due diligence, negotiation, performance or enforcement of the Integration Agreement or the Transaction
Documents (including, for the avoidance of doubt, the right of any Party to indemnification or other payments under the Integration
Agreement) or the consummation of the transactions contemplated thereby;



 






    - 3 -


     


    

 


		(ii)	rights or remedies of any director or officer of any member of the Transit Group or the Leo Group
for indemnification, advancement of expenses or expense reimbursement under (1) the organizational documents of any member
of the Transit Group or the Leo Group, (2) any director & officer or other insurance policy of any member of the
Transit Group or the Leo Group, (3) any director services agreement or other agreement with any member of the Transit Group
or the Leo Group, (4) the Telesat Shareholders Agreement or (5) applicable law;



 


		(iii)	rights or remedies of the PSP Entities or the Loral Entities for indemnification, advancement of
expenses or expense reimbursement under (1) the Telesat Shareholders Agreement, (2) the organizational documents of any
member of the Transit Group or the Leo Group or (3) any indemnification agreement with any present or former officer or director
of any member of the Transit Group or the Leo Group;



 


		(iv)	Claims that any PSP Entity, in its capacity as a limited partner of any MHR Entity, may have against
a MHR Entity or Claims that a MHR Entity may have against a PSP Entity in such capacity;



 


		(v)	rights or remedies of the Parties under any confidentiality or restrictive covenants under the
Telesat Shareholders Agreement, including under Articles 2.04, 4.04, 4.05, 4.06 or any non-disclosure agreement or confidentiality
agreement between or among the Parties;



 


		(vi)	rights or remedies of the Parties under Articles 7 and 8 of the Telesat Shareholders Agreement;



 


		(vii)	any entitlement of the PSP Entities or the Loral Entities to dividends accrued but not yet paid
by the Telesat Entities;



 


		(viii)	Claims which are caused by or relate to fraud to the extent that such claims cannot be waived or
released under applicable law;



 






    - 4 -


     


    

 


		(ix)	Claims that any Leo Entity may have against any MHR Entity or that any MHR Entity may have against
any Leo Entity;



 


		(x)	rights or remedies under that certain Consulting Services Agreement, by and between Loral Space &
Communications Inc., and Telesat Canada, dated October 31, 2007;



 


		(xi)	rights or remedies in connection with any Telesat Excluded Claim; or



 


		(xii)	Claims arising out of or related to any cause, matter, thing, state of facts or event first occurring
from and after the date hereof.



 


IT IS UNDERSTOOD AND
AGREED that for the aforesaid consideration, each Party undertakes and agrees not to, directly or indirectly, assert any Released
Claim against another Party or against any person entitled to claim contribution, indemnification or other relief from such Party
under the provisions of any statute or Contract, including the Negligence Act, R.S.O. 1990, c. N.1 and any amendments and
successor legislation thereto, with respect to any Released Claim.


 


AND IT IS UNDERSTOOD
AND AGREED that in the event that any Party should hereafter commence any proceedings involving any Released Claims against
any other Party, this document may be raised as an estoppel to any such Released Claims in the proceedings. In the event that a
Party commences any such proceedings, the Party commencing the proceedings undertakes and agrees to indemnify the Party against
whom the proceedings are commenced, on a full indemnity basis, in respect of any legal fees incurred in relation to any such proceedings.


 


AND IT IS UNDERSTOOD
AND AGREED that for the aforesaid consideration, each Party represents and warrants to the other Parties that they have not
assigned or transferred, or purported to assign or transfer, to any person, partnership, corporation, or other entity any rights
to any Claim that is a Released Claim.


 


AND IT IS UNDERSTOOD
AND AGREED that for the aforesaid consideration, each Party represents and warrants to the other Parties that no consent, approval,
waiver or other intervention is required for the effective release of the Released Claims or the effective execution of this release.


 






    - 5 -


     


    

 


AND IT IS UNDERSTOOD
AND AGREED that the aforesaid consideration is deemed to be no admission whatsoever of liability on the part of any Party and
that such liability is denied.


 


AND FOR THE AFORESAID
CONSIDERATION the Parties hereby acknowledge, declare and agree that they are satisfied with the information provided and have
no outstanding requests for information, that they have had sufficient time and opportunity to seek independent legal and other
professional advice with respect to the terms of this release, that they understand the terms of this release and voluntarily accept
the consideration referred to above for the purpose of making full and final compromise, adjustment and settlement of all Released
Claims as aforesaid, and each Party represents and warrants to the other Parties that they have not been induced to enter into
this release by reason of any representation or warranty of any nature of kind whatsoever and that there is no condition, express
or implied, or collateral agreement affecting the said settlement.


 


THE RELEASE EFFECTIVE
DATE shall occur, and the Release shall be effective at first to occur of (a) the Effective Time of the Merger, (b) termination
of the Integration Agreement pursuant to Section 11.1(b)(iv)(A)(2) of the Integration Agreement (Willful Breach
of Obligation to Hold the Leo Stockholder Meeting or Exclusivity; Alternative Proposals), (c) termination of the Integration
Agreement in a circumstance where the “Willful Breach Fee” is payable pursuant to Section 11.5(b)(i) of the
Integration Agreement, or (d)  termination of the Integration Agreement pursuant to Section 11.1(b)(iv)(B) of the
Integration Agreement (Uncured Breach of the Integration Agreement). Should the Integration Agreement be terminated without the
Closing having occurred and in a circumstance other than those set forth in clauses (b), (c) or (d) of the preceding
sentence, then, without the need of any action on the part of any Party, the release provided for in this Section 1 shall
terminate and be of no force or effect and be deemed null and void ab initio; provided, however, that the
Tolling Agreement as amended pursuant to Section 2 below shall take effect on the date hereof and continue in effect until
the Termination Date (as defined therein).


 






    - 6 -


     


    

 


		2.	Amendment of Tolling Agreement.



 


In addition, notwithstanding
anything herein to the contrary, PSP, Red Isle, Loral, Holdco and Telesat, being the parties necessary to amend the Tolling Agreement,
hereby amend the Tolling Agreement to reflect the below modifications to Paragraphs 2 and 3 thereof, with such changes having effect
as of the date hereof and continuing regardless of whether the Release Effective Date occurs or the release provided for in Section 1
is terminated.


 


Paragraph 2 of the Tolling Agreement is
hereby deleted in its entirety and replaced with the following:


 


“This Tolling Agreement
shall continue in effect through and including the ‘Termination Date.’ The Termination Date shall be the earlier of
(a) the date of the Effective Time of the Merger or (b) 30 calendar days following termination of the Integration Agreement
in accordance with its terms. The Termination Date may be extended upon the written agreement of the Parties.”


 


Paragraph 3 of the Tolling Agreement is
hereby deleted in its entirety and replaced with the following:


 


“This period between the
Effective Date (including the Effective Date) and the Termination Date (including the Termination Date) shall be referred to herein
as the ‘Tolling Period.’”


 


		3.	General.



 


THIS FULL AND FINAL
RELEASE AND AMENDMENT OF TOLLING AGREEMENT shall enure to the benefit of the respective successors, heirs, executors, administrators
and/or legal or personal representatives of a Party.


 


THIS FULL AND FINAL
RELEASE AND AMENDMENT OF TOLLING AGREEMENT may not be modified, amended, supplemented or otherwise changed without the express
written consent from the Parties on whose interests the modifications would operate.


 






    - 7 -


     


    

 


THIS FULL AND FINAL
RELEASE AND AMENDMENT OF TOLLING AGREEMENT is governed by and interpreted in accordance with the laws of the Province of Ontario
and the applicable laws of Canada and the Parties submit to the exclusive jurisdiction of the Ontario Superior Court of Justice
in connection with any dispute relating to or arising out of this release.


 


THIS FULL AND FINAL
RELEASE AND AMENDMENT OF TOLLING AGREEMENT may be executed in counterparts and exchanged in pdf format, each of which will
be deemed to be an original, and all of which taken together will constitute one instrument, despite the date of actual execution.


 


[Remainder of this page intentionally
left blank]


 






    - 8 -


     


    

 


	 	Loral Space & Communications Inc.



 


	 	By:	/s/ Avi Katz



 


	 	Name:	Avi Katz
	 	Title:	President, General Counsel and Secretary
	 	Date:	 November 23, 2020



 


	 	Loral Holdings Corporation
	 	 
	 	By:	/s/ Avi Katz



 


	 	Name:	Avi Katz
	 	Title:	 President and Secretary
	 	Date:	November 23, 2020



 


	 	MHR Fund Management LLC
	 	 
	 	By:	/s/ Janet Yeung



 


	 	Name:	Janet Yeung
	 	Title:	Authorized Signatory
	 	Date:	November 23, 2020




 


[Signature
Page to Release Agreement]


 






     


     


    

 


	 	Public Sector Pension Investment Board
	 	 
	 	Per:	/s/ Guthrie Stewart



 


	 	Name:	Guthrie Stewart
	 	Title:	Authorized Signatory
	 	Date:	 November 23, 2020



 


	 	Per: 	/s/ David Morin



 


	 	Name:	David Morin
	 	Title:	Authorized Signatory
	 	Date:	November 23, 2020



 


	 	 
	 	 
	 	Red Isle Private Investments Inc.
	 	 
	 	Per:	/s/ Guthrie Stewart



 


	 	Name:	Guthrie Stewart
	 	Title:	Authorized Signatory
	 	Date:	November 23, 2020



 


	 	Per:	/s/ David Morin



 


	 	Name:	 David Morin
	 	Title:	Authorized Signatory
	 	Date:	November 23, 2020




 


[Signature
Page to Release Agreement]


 






     


     


    

 


	 	Telesat Canada
	 	 
	 	Per:	/s/ Christopher S. DiFrancesco



 


	 	Name:	Christopher S. DiFrancesco
	 	Title:	Vice President, General Counsel and Secretary
	 	Date:	 November 23, 2020




 


[Signature
Page to Release Agreement]