EX-10.1






GATEWAY FACILITIES ASSIGNMENT AND ASSUMPTION AGREEMENT




THIS GATEWAY FACILITIES ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is dated
as of the 1st day of March 2011 and effective on the Effective Date (as defined below) (by and
between TELESAT CANADA, a Canadian corporation (“Telesat”), LORAL SPACE & COMMUNICATIONS
INC., a corporation organized and existing under the laws of the State of Delaware (“Loral
Space”), and LORAL CANADIAN GATEWAY CORPORATION, a Canadian corporation (“LCGC”). The
parties hereto may be referred to individually as a “Party” and collectively as the
“Parties”.



W I T N E S S E T H:




WHEREAS, ViaSat, Inc., a corporation organized and existing under the laws of the State of
Delaware (“ViaSat”), and Space Systems/Loral, Inc., a Delaware corporation and an indirect,
wholly-owned subsidiary of Loral Space (“SS/L”), entered into a contract, dated as of
January 7, 2008, for the construction, testing and purchase of the ViaSat-1 satellite (the
“Satellite”); and



WHEREAS, Loral Space and Telesat entered into an Option Agreement, dated as of January 11,
2008 (the “Option Agreement”), pursuant to which Loral Space granted to Telesat the right
and option (the “Option”) to assume and succeed to the rights and obligations of Loral
Space under certain agreements relating to the Satellite; and



WHEREAS, Loral Space and Telesat IOM Limited, a corporation organized and existing under the
laws of the Isle of Man (“Telesat IOM”) are entering into a Space Segment Assignment and
Assumption Agreement contemporaneously with this Agreement (the “Space Segment Assignment
Agreement”) pursuant to which Loral Space will assign certain contracts relating to the
Satellite to Telesat IOM; and



WHEREAS, Loral Space and Telesat IOM are entering into the Barrett Assignment Agreement
contemporaneously with this Agreement (the “Barrett Assignment Agreement”), pursuant to
which Loral Space will assign to Telesat IOM a contract with Barrett Xplore Inc.
(“Barrett”) to provide certain space segment services to Barrett; and



WHEREAS, Loral Space, LCGC and Telesat have entered into certain contracts, as set forth in
Schedule 1 hereto, whereby Telesat has agreed to provide certain consulting and other services to
Loral Space and LCGC in support of the gateway facilities for operation of the Satellite
(collectively, the “Telesat Consulting Agreements”); and



WHEREAS, LCGC has entered into certain contracts with ViaSat and other third parties, as set
forth on Schedule 1 hereto, to provide certain equipment and other services to LCGC in support of
the gateway facilities for operation of the Satellite (collectively, the “Gateway
Agreements”); and



WHEREAS, LCGC desires to assign to Telesat, and Telesat desires to assume from LCGC, LCGC’s
rights and obligations under the Gateway Agreements, and Loral Space, LCGC and Telesat desire to
terminate the Telesat Consulting Agreements, according to the terms and conditions set forth below;



NOW, THEREFORE, in consideration of the foregoing premises and of the mutual representations,
warranties, covenants and agreements hereinafter contained, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as
follows:



1.0 Assignment by LCGC to Telesat and Assumption by Telesat from LCGC of the Gateway Agreements



1.1 For and in consideration of (x) payment by Telesat to LCGC of the LCGC Payment (as defined
below) and (y) and assumption by Telesat from LCGC of the Assumed Liabilities (as defined below),
LCGC hereby absolutely and irrevocably transfers, assigns, sets over and conveys unto Telesat any
and all of its rights, title and interest in, to and under the Gateway Agreements and any and all
of LCGC’s burdens, duties, obligations and liabilities under the Gateway Agreements from and after
the Effective Date. Telesat hereby accepts such assignment and, without limiting, and in
furtherance of, the foregoing, hereby expressly assumes such burdens, including the Assumed
Payments (as defined below), and agrees to observe and perform all of the duties, obligations,
terms, provisions and covenants, and to pay and discharge all of the liabilities of LCGC, as
applicable, to be observed, performed, paid or discharged from and after the Effective Date under
any Gateway Agreements (the “Assumed Liabilities”), in each case with the same force and
effect as though Telesat were a party to each such Gateway Agreement. “Assumed Payments” means all
amounts to be assumed and paid by Telesat IOM pursuant to the Gateway Agreements following the
Effective Date, which amounts are estimated in the attached Schedule 2: “Disclosure Schedule”. It
is understood and agreed that, except as set forth below in Section 1.3, from and after the
Effective Date LCGC shall be released from any and all further liabilities and obligations under
each of the Gateway Agreements, and Telesat shall cooperate with LCGC and use commercially
reasonable efforts to assist LCGC in obtaining from the parties to the Gateway Agreements a full
release of its obligations under the Gateway Agreements.



1.2 On the Effective Date, Telesat shall pay to LCGC all amounts paid by LCGC pursuant to the
Gateway Agreements on or prior to the Effective Date and all amounts paid by LCGC or Loral pursuant
to the Telesat Consulting Agreements on or prior to the Effective Date as identified in the
attached Schedule 2: “Disclosure Schedule” (the “LCGC Payment”). The LCGC Payment shall be
made without reduction for any tax imposed by Canada with respect to the transactions contemplated
by this Agreement. Telesat shall promptly after the Effective Date allocate the LCGC payment among
the three gateway locations for tax purposes and provide such allocation to LCGC and Loral. In the
event that LCGC receives a refund or any reimbursement for any amount included in the LCGC Payment,
LCGC shall refund the amount of any refund or reimbursement received by LCGC to Telesat within ten
(10) days of receipt of such refund or reimbursement.



1.3 Notwithstanding anything in this Agreement to the contrary, LCGC and Loral Space shall
indemnify, hold harmless, and defend (at Telesat’s request), Telesat and its Affiliates from and
against any and all liabilities, losses, costs, claims, damages, penalties and expenses, including
reasonable out-of-pocket attorneys’ fees and disbursements whether direct or indirect
(collectively, “Losses”) suffered or incurred by Telesat or its Affiliates relating to the
Gateway Agreements assigned hereunder as a result of or arising directly or indirectly out of or in
connection with any act or omission of LCGC or any other breach of any covenant or agreement set
forth under any Gateway Agreement, where such act or omission or breach occurred prior to the
Effective Date, unless such Losses arise directly or indirectly as a result of or in connection
with Telesat’s default, gross negligence or willful misconduct.



1.4 Telesat shall indemnify, hold harmless, and defend (at LCGC’s request), LCGC and its
Affiliates from and against any and all Losses suffered or incurred by LCGC or its Affiliates
relating to the Gateway Agreements assigned hereunder arising on or after the Effective Date,
unless such Losses arise directly or indirectly as a result of or in connection with LCGC’s
default, gross negligence or willful misconduct.



1.5 For purposes of this Agreement, an “Affiliate” of Telesat or LCGC or Loral Space, as
applicable, shall be defined as any individual, partnership, limited liability company,
corporation, joint stock company, trust, unincorporated association, joint venture or other entity
(i) directly or indirectly controlling (including all directors, officers, members and partners of
such person or entity), controlled by, or under direct or indirect common control with, Telesat or
LCGC or Loral Space, as applicable, or (ii) that directly or indirectly owns more than fifty
percent (50%) of any class of voting or equity securities of Telesat or LCGC or Loral Space, as
applicable. “Control” shall mean the power, directly or indirectly, to direct or cause the
direction of the management and policies of another entity whether through the ownership of voting
securities or voting interests, by contract or otherwise.



1.6 The indemnifying party shall have the right, upon written notice to the indemnified party,
to investigate, contest, defend or settle any asserted liability that may result in a Loss with
respect to which the indemnified party is entitled to indemnification pursuant to this Agreement,
as the case may be, subject to a reservation of rights; provided that the indemnified party may, at
its option and at its own expense, participate in the investigation, contesting, defense or
settlement of any such asserted liability through representatives and counsel of its own choosing;
and, provided further, that the indemnifying party shall not settle any asserted liability unless
(i) such settlement is on exclusively monetary terms or (ii) the indemnified party shall have
consented to the terms of such settlement, which consent shall not unreasonably be withheld. If
requested by the indemnifying party, the indemnified party will, at the sole cost and expense of
the indemnifying party, cooperate with the indemnifying party and its counsel in contesting any
asserted liability or, if appropriate and related to the asserted liability in question, in making
any counterclaim against the third party claimant, or any cross-complaint against any person (other
than the indemnified party or its Affiliates). Unless and until the indemnifying party elects to
defend the asserted liability, the indemnified party shall have the right, at its option and at the
indemnifying party’s expense, to do so in such manner as it deems appropriate; provided, however,
that the indemnified party shall not settle, compromise or pay any asserted liability for which it
seeks indemnification hereunder without the prior written consent of the indemnifying party (which
shall not be unreasonably withheld).



1.7 All transfer, documentary, sales, use, stamp, registration, goods and services, provincial
sales, harmonized sales and other such taxes, and all conveyance fees, recording charges and other
fees and charges (including any penalties and interest) incurred in connection with consummation of
the transactions contemplated by this Agreement shall be paid by Telesat when due, and Telesat
will, at its own expense, file all necessary tax returns and other documentation with respect to
all such taxes, fees and charges, and, if required by applicable law, LCGC will, and will cause its
Affiliates to, join in the execution of any such tax return and other documentation.



2.0 Termination of Telesat Consulting Agreements and other Obligations



2.1 Effective as of the Effective Date, the Parties agree that the Telesat Consulting
Agreements, as set forth in Schedule 1 hereto, shall be deemed terminated, and the Parties shall
have no further obligations or liabilities thereunder, except for any liabilities or obligations
that were incurred prior to the Effective Date.



2.2 As of the Effective Date, Telesat’s obligation to pay over to Loral Space all the fees it
receives from ViaSat for satellite operational services pursuant to Section 2.1 of the Option
Agreement shall be deemed terminated. In addition, Loral Space and Telesat agree that Section 1.3
of the Option Agreement (whereby in the event that Telesat does not exercise the Option, Loral
Space may request that Telesat’s license rights to the 115 degree West Longitude orbital position
and Telesat’s rights under the Cooperation Agreement by and among Loral Space, Telesat, and ViaSat,
dated as of January 11, 2008, be assigned to Loral Space) shall be deemed of no force and effect as
of the Effective Date.



2.3 Telesat shall use reasonable commercial efforts to assist Loral Space to wind up and
dissolve the LCGC corporate entity following the assignment of the Gateway Agreements and
termination of the Telesat Consulting Agreements.



3.0 Representations and Warranties



3.1 Except as disclosed in Schedule 2 hereto (the “Disclosure Schedule”) delivered by
LCGC to Telesat in connection with this Agreement, LCGC (and Loral Space, as applicable) hereby
represents and warrants to Telesat as of the Effective Date as follows:



3.1.1 No Other Commitments. LCGC has not made any promises or commitments or incurred
any liabilities or obligations with respect to the Gateway Agreements being assigned to Telesat
hereunder other than as set forth in the terms and conditions of such Gateway Agreements, nor has
LCGC waived or modified or agreed to waive or modify any terms of the Gateway Agreements. Loral
Space and LCGC represent that no other commitments or promises have been made by Loral Space or
LCGC or their Affiliates with respect to the procurement, operation or sale of capacity on the
ViaSat-1 satellite other than as set forth in this Agreement, the Space Segment Assignment
Agreement and the Barrett Assignment Agreement.



3.1.2 Authority. Each of LCGC and Loral Space has the requisite power and authority
and has taken all action necessary in order to execute and deliver this Agreement, to perform all
of its obligations hereunder, and to consummate the transactions contemplated by this Agreement,
including, but not limited to, obtaining any requisite consents to the assignment by LCGC of the
Gateway Agreements to Telesat from the counterparties to the Gateway Agreements. The execution and
delivery by each of Loral Space and LCGC of this Agreement and the performance of its obligations
hereunder have been duly authorized by all necessary and proper corporate action. This Agreement
has been, and each other document to be delivered by LCGC and Loral Space pursuant to this
Agreement will be, duly executed and delivered by each of Loral Space and LCGC and, assuming the
due authorization, execution and delivery hereof by Telesat, this Agreement and each such other
document shall constitute a legal, valid and binding obligation of each of Loral Space and LCGC,
enforceable against each of Loral Space and LCGC in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of
creditors generally and the availability of equitable remedies.



3.1.3 Gateway Agreements. Schedule 1 of this Agreement sets forth all the Gateway
Agreements. So far as LCGC is aware, the Gateway Agreements are legal, valid and binding, and in
full force and effect, in accordance with their respective terms and none of the counterparties
thereto has cancelled or given written notice that it intends to cancel. LCGC has performed, and
as far as LCGC is aware, each counterparty to the Gateway Agreements has performed, in all material
respects, its respective obligations under each Gateway Agreement. No material default exists (or,
but for the passage of time or the giving of notice, would exist) under any Gateway Agreement on
the part of LCGC or, so far as LCGC is aware, on the part of any counterparty to said Gateway
Agreements.



3.1.4 No Conflicts; No Default. The execution and delivery of this Agreement by LCGC
and Loral Space does not, and the performance by LCGC and Loral Space of the obligations to be
performed by them hereunder and the consummation by LCGC and Loral Space of the transactions
contemplated by this Agreement will not, constitute or result in (i) a breach or violation of, or a
default under, the articles, by-laws or the comparable governing instruments of LCGC and Loral
Space; (ii) a material breach or violation of, a default under, the triggering of any payment or
other material obligation pursuant to, the acceleration of (with or without the giving of notice or
the lapse of time) any provision of any Gateway Agreement, or create in any party the right to
accelerate, terminate, modify or cancel, require any notice or give rise to a loss of any benefit
under any Gateway Agreement; (iii) a material breach or violation of any law or regulation to which
LCGC and Loral Space is subject; (iv) any material and adverse change in the rights or obligations
of LCGC under any Gateway Agreement, or under any permit or license; or (v) the creation of any
lien or encumbrance on, or the forfeiture of, any Gateway Agreement.



3.1.5 Accuracy of Information. LCGC represents that the information, including without
limitation the financial and other information relating to the Gateway Agreements, contained in the
Disclosure Schedule is accurate. So far as LCGC is aware, after due inquiry, no representation,
warranty or statement made by it in this Agreement, or in any Schedule, statement or certificate
furnished to Telesat pursuant to this Agreement (including the Disclosure Schedule) contains any
untrue statement of material fact, or omits as of the Effective Date to state a material fact
necessary to make the representations, warranties or statements contained herein or therein, not
misleading.



3.1.6 Governmental Proceedings, Litigation, Laws and Licenses. So far as LCGC and
Loral Space are aware, there is not in effect any judgment, ruling, order, writ, decree,
stipulation or injunction by or with any governmental entity or agency to which LCGC and Loral
Space or any of their Affiliates is party or by which LCGC and Loral Space or any of their
Affiliates or any properties or assets of any of the foregoing is bound and which relates to or
affects the Gateway Agreements, or this Agreement or the transactions contemplated hereby. Neither
LCGC and Loral Space nor any of their Affiliates is party to, engaged in or, to the knowledge of
either of them, threatened with any legal action or proceeding, claim or complaint which relates to
or affects the Gateway Agreements, this Agreement or the transactions contemplated hereby, and
neither of them has any knowledge of any event or condition which would reasonably be expected to
result in any such legal action or proceeding or that would reasonably be expected to prevent, or
to materially hinder, modify or delay, the transactions contemplated by this Agreement. So far as
LCGC and Loral Space are aware, neither of them or any of their Affiliates is in default under or
with respect to any judgment, ruling, order, writ, decree, stipulation or injunction of the type
described in this Section 3.1.6 relating to this Agreement or the Gateway Agreements.



3.2 Notwithstanding anything in this Agreement to the contrary, LCGC and Loral Space, as
applicable, shall indemnify, hold harmless, and defend (at Telesat’s request), Telesat and its
Affiliates from and against any and all Losses suffered or incurred by Telesat or its Affiliates as
a result of or arising directly or indirectly out of or in connection with any breach of the
foregoing representations or warranties. In no event shall the liability of LCGC and Loral Space
for all Losses under this Agreement exceed the amount of SIXTY ONE MILLION, TWO HUNDRED THOUSAND US
DOLLARS ($61,200,000 USD) less any amounts paid to Telesat IOM or Telesat Canada pursuant to (i)
this Agreement, (ii) the Space Segment Assignment Agreement or (iii) the Barrett Assignment
Agreement, whether paid with respect to an indemnification obligation, direct damages or otherwise.



3.3 Telesat represents and warrants to LCGC and Loral Space, as of the Effective Date, as
follows:



3.3.1 Authority. Telesat has the requisite power and authority and has taken all
action necessary in order to execute and deliver this Agreement, to perform all of its obligations
hereunder, and to consummate the transactions contemplated by this Agreement. The execution and
delivery by Telesat of this Agreement has been duly authorized by all necessary and proper
corporate action. This Agreement has been, and each other document to be delivered by Telesat
pursuant to this Agreement will be, duly executed and delivered by Telesat and, assuming the due
authorization, execution and delivery hereof by LCGC and Loral Space, this Agreement shall
constitute a legal, valid and binding obligation of Telesat, enforceable against Telesat in
accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other
laws affecting the rights of creditors generally and the availability of equitable remedies.



3.3.2 No Conflicts; No Default. The execution and delivery of this Agreement by
Telesat does not, and the performance by Telesat of the obligations to be performed by it hereunder
and the consummation by Telesat of the transactions contemplated by this Agreement will not,
constitute or result in (i) a breach or violation of, or a default under, the articles, by-laws or
the comparable governing instruments of Telesat; (ii) a material breach or violation of, a default
under, the triggering of any payment or other material obligation pursuant to, the acceleration of
(with or without the giving of notice or the lapse of time) any provision of any agreement to which
Telesat is party or may be bound, or create in any party the right to accelerate, terminate, modify
or cancel, require any notice or give rise to a loss of any benefit under any such agreement; or
(iii) a material breach or violation of any law or regulation to which Telesat is subject.



3.3.3 Governmental Proceedings, Litigation, Laws and Licenses. So far as Telesat is
aware, there is not in effect any judgment, ruling, order, writ, decree, stipulation or injunction
by or with any governmental entity or agency to which Telesat or any of its Affiliates is party or
by which Telesat or any of its Affiliates or any properties or assets of any of the foregoing is
bound and which relates to or affects any of the Gateway Agreements or this Agreement or the
transactions contemplated hereby. Neither Telesat nor any of its Affiliates is party to, engaged
in or, to the knowledge of any of them, threatened with any legal action or proceeding, claim or
complaint which relates to or affects any of the Gateway Agreements, this Agreement or the
transactions contemplated hereby, and neither Telesat nor any of its Affiliates has any knowledge
of any event or condition which would reasonably be expected to result in any such legal action or
proceeding or that would reasonably be expected to prevent, or to materially hinder, modify or
delay, the transactions contemplated by this Agreement. So far as Telesat is aware neither Telesat
nor any of its Affiliates is in default under or with respect to any judgment, ruling, order, writ,
decree, stipulation or injunction of the type described in this Section 3.3.3 relating to this
Agreement or the Gateway Agreements.



3.4 Notwithstanding anything in this Agreement to the contrary, Telesat shall indemnify, hold
harmless, and defend (at LCGC’s or Loral Space’s request), LCGC, Loral Space and their Affiliates
from and against any and all Losses suffered or incurred by LCGC, Loral Space or their Affiliates
as a result of or arising directly or indirectly out of or in connection with any breach of the
foregoing representations or warranties.



4.0 Miscellaneous



4.1 Governing Law. This Agreement shall be governed by and construed under the laws
of the province of Ontario, Canada, without giving effect to its conflict of law principles, and
the laws of Canada applicable therein.



4.2 Further Assurances. Each Party to this Agreement covenants and agrees that, from
time to time after the date hereof, it will execute and deliver all such documents, including all
such additional conveyances, transfers, consents and other assurances, and do all such other acts
and things as any other Party hereto, acting reasonably, may from time to time request be executed
or done in order to better evidence or perfect or effectuate any provision of this Agreement or any
of the respective obligations intended to be created hereby or thereby. LCGC hereby constitutes
and appoints, effective as of the Effective Date, Telesat and its successors and assigns as the
true and lawful attorney of LCGC with full power of substitution in the name of Telesat or in the
name of LCGC but for the benefit of Telesat (a) to collect for the account of Telesat all amounts
due or accounts receivable under the Gateway Agreements and (b) to institute and prosecute all
proceedings which Telesat may in its discretion deem proper in order to collect such amounts or
accounts receivable or to assert or enforce any right, title or interest in, to or under the
Gateway Agreements and to defend or compromise any and all actions, suits or proceedings in respect
of the Gateway Agreements. Telesat shall be entitled to retain for its own account any amounts
collected pursuant to the foregoing powers, including any amounts payable as interest in respect
thereof.



4.3 Notices. All notices hereunder shall be made by written notification, by hand,
mail, recognized courier service, or electronic mail transmission, and to the address(es) set forth
below and shall be deemed to be received upon actual delivery by a recognized courier service or
personal delivery or upon confirmation of a facsimile or electronic mail transmission:



If to Loral Space, to:




Loral Space & Communications Inc.




600 Third Avenue




New York, New York 10016



Phone: 212-697-1105



Facsimile: 212-338-5320



Attention: Senior Vice President, General Counsel and Secretary




If to LCGC, to:




Loral Canadian Gateway Corporation




600 Third Avenue




New York, New York 10016



Phone: 212-697-1105



Facsimile: 212-338-5320




Attention: Senior Vice President and Secretary



If to Telesat, to:




Telesat Canada


1601 Telesat Court


Ottawa, Ontario K1B 5P4


Phone: 613-748-8797


Facsimile: 613-748-8712


Attention: Vice President, Law



Each Party may by notice in accordance with this Section change the person or address to which such
notices, requests or other communications are to be given.



4.4 Non-Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of any Party, any right, remedy, power, or privilege under this Agreement
shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power, or privilege. The rights, remedies, powers, and privileges herein
provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided
by law.



4.5 Succession. This Agreement shall inure to the benefit of and be binding upon the
respective successors and permitted assigns of the Parties hereto.



4.6 Headings. The headings used throughout this Agreement are for convenience only,
are not a part of this Agreement, and shall have no effect upon the construction and/or
interpretation of this Agreement.



4.7 Counterparts. This Agreement may be executed in two or more identical
counterparts, each of which shall constitute an original, binding version of this Agreement, and
all such counterparts shall constitute but one and the same agreement. The signature of each Party
shall appear on each counterpart. Facsimile signatures shall be considered valid.



4.8 Severability. Any provision of this Agreement found to be unenforceable or
invalid by a court of competent jurisdiction shall in no way affect the validity or enforceability
of any other provision except that if such invalid or unenforceable provision provided a material
benefit to a Party hereto, such Party shall have the right to terminate the Agreement without
liability to the other.



4.9 Third Party Beneficiary/Independent Contractor. Nothing in this Agreement shall
be deemed or construed by any Party, or by any third party, to create any rights, obligations, or
interests in any third party, or to create any association, partnership, joint venture,
principal/agent relationship, employer/employee relationship, or any fiduciary relationship of any
kind among the Parties.



4.10 Amendment. This Agreement may not be amended or terminated, and no provision
hereof may be waived, except by a writing signed by each of the Parties hereto.



4.11 Effective Date. The Effective Date shall be the later of (a) the date of
execution of this Agreement, (b) the date that the Barrett Assignment Agreement becomes effective
and (c) the date that the Space Segment Assignment Agreement becomes effective.



4.12 Entire Agreement. This Agreement, along with the Schedules hereto, constitutes
the entire agreement among LCGC, Loral Space and Telesat relative to the subject matter of this
Agreement, and this Agreement may be altered, amended, or revoked only by an instrument in writing
signed by LCGC, Loral Space and Telesat. LCGC, Loral Space and Telesat agree that any prior or
contemporaneous oral and written agreements between and among themselves and their agents and
representatives relative to the subject of this Agreement are superseded and replaced by this
Agreement.



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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above
written.



	 	 	 
	LORAL SPACE & COMMUNICATIONS INC.

	By:

	 	/s/ Avi Katz
	
 
	 	 







	 	 	Name: Avi Katz

Title: Senior Vice President, General Counsel and

Secretary





	 	 	 
	LORAL CANADIAN GATEWAY CORPORATION

	By:

	 	/s/ Avi Katz
	
 
	 	 







	 	 	Name: Avi Katz

Title: Senior Vice President and Secretary





	 	 	 
	TELESAT CANADA

	By:

	 	/s/ Christopher DiFrancesco
	
 
	 	 







	 	 	Name: Christopher DiFrancesco

Title: Vice President, General Counsel and Secretary






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