EX-10.3






BARRETT ASSIGNMENT AGREEMENT




THIS BARRETT ASSIGNMENT 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 IOM
LIMITED, a corporation organized and existing under the laws of the Isle of Man (“Telesat
IOM”) and LORAL SPACE & COMMUNICATIONS INC., a corporation organized and existing under the
laws of the State of Delaware (“Loral Space”). 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, Loral Space and Barrett Xplore Inc. (“Barrett”) entered into a Satellite
Capacity and Gateway Service Agreement, dated as of December 31, 2009, whereby Loral Space agreed
to provide to Barrett, and Barrett agreed to take from Loral Space, certain space segment services
on the Loral Space payload on the ViaSat-1 satellite (the “Satellite”) and related
services; and



WHEREAS, Loral Space and 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, Loral Canadian Gateway Corporation, a Canadian corporation
(“LCGC”) and Telesat Canada, a Canadian corporation (“Telesat Canada”) are entering
into a Gateway Assignment and Assumption Agreement contemporaneously with this Agreement (the
“Gateway Assignment Agreement”) pursuant to which LCGC will assign contracts associated
with the gateway facilities for the operation of the Satellite to Telesat Canada; and



WHEREAS, Loral Space desires to assign to Telesat IOM, and Telesat IOM desires to assume from
Loral Space, Loral Space’s rights and obligations under the agreements entered into with Barrett
identified in Schedule 1 attached hereto (collectively the “Barrett Agreement”), 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 Loral Space to Telesat IOM of the Barrett Agreement



1.1 For and in consideration of (x) payment by Telesat IOM to Loral Space of the Loral Payment
(as defined below) and (y) and assumption by Telesat IOM from Loral Space of the obligations of
Loral Space under the Barrett Agreement, Loral Space hereby absolutely and irrevocably transfers,
assigns, sets over and conveys unto Telesat IOM any and all of Loral Space’s rights, title and
interest in, to and under the Barrett Agreement and any and all of Loral Space’s burdens, duties,
obligations and liabilities under the Barrett Agreement from and after the Effective Date. Telesat
IOM hereby accepts such assignment and, without limiting, and in furtherance of, the foregoing,
agrees, pursuant to the Barrett Assumption Agreement to be delivered by Telesat IOM on the
Effective Date in the form attached hereto as Annex A, to assume such burdens 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 Loral Space to be observed, performed, paid or discharged from
and after the Effective Date under the Barrett Agreement, with the same force and effect as though
Telesat IOM were a party to the Barrett Agreement. It is understood and agreed that, except as set
forth below in Section 1.3, from and after the Effective Date Loral Space shall be released from
any and all further liabilities and obligations under the Barrett Agreement, and Telesat IOM shall
cooperate with Loral Space and use commercially reasonable efforts to assist Loral Space in
obtaining from Barrett a full release of its obligations under the Barrett Agreement.



1.2     On the Effective Date in consideration for the assignment of the Barrett Agreement and
other good and valuable consideration, Telesat IOM shall pay to Loral Space TWELVE MILLION,
THIRTY-NINE THOUSAND, ONE HUNDRED AND TWENTY-SIX DOLLARS AND TWENTY-NINE CENTS US
($12,039,126.29 USD) (the “Loral Payment”); (ii)  Loral Space shall pay to Telesat IOM TWO
HUNDRED AND EIGHTY THOUSAND, FIVE HUNDRED AND FORTY-THREE DOLLARS AND NINETY-EIGHT CENTS CANADIAN
($280,543.98 Cdn) with respect to a portion of the deposit paid by Barrett. The Loral Payment and
the amount paid by Loral Space shall be made without reduction for any tax imposed by Canada, the
United States or the Isle of Man with respect to the transactions contemplated by this Agreement.



1.3 Notwithstanding anything in this Agreement to the contrary, Loral Space shall indemnify,
hold harmless, and defend (at Telesat IOM’s request), Telesat IOM 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 IOM or its Affiliates relating to
the Barrett Agreement assigned hereunder as a result of or arising directly or indirectly out of or
in connection with any act or omission of Loral Space or any other breach of any covenant or
agreement set forth under the Barrett 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 IOM’s default, gross negligence or willful misconduct.



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



1.5 For purposes of this Agreement, an “Affiliate” of Telesat IOM 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 IOM
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 IOM 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 IOM when due, and Telesat
IOM 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, Loral Space will, and will
cause its Affiliates to, join in the execution of any such tax return and other documentation.



1.8 Loral Space shall reimburse Telesat IOM THIRTEEN MILLION US DOLLARS ($13,000,000M USD) in
the event that ViaSat Inc. terminates the Satellite Contract for default as contemplated by Article
6.A of the Agreement between Loral Space and Space Systems/Loral Inc. dated January 11, 2008
(“Loral Payload Agreement”) which will be assigned to Telesat IOM.




	2.0	 	Supplemental Capacity Revenue Share





2.1 Notwithstanding anything in this Agreement to the contrary, Loral Space and Telesat IOM
agree that, in the event that Telesat IOM obtains any Supplemental Capacity (as defined in the
Barrett Agreement), Telesat IOM agrees to remit to Loral Space one-half of any revenue
(“Supplemental Revenue”) actually received and earned by Telesat IOM in connection with
leasing the Supplemental Capacity to its customers during the first four years after the service
commencement date of the Supplemental Capacity (the “Supplemental Capacity Service Date”),
after deducting (i) the costs incurred by Telesat IOM to obtain the Supplemental Capacity,
including, without limitation, the capital cost of and any tariffs, taxes, permits or licence fees
for additional components, gateway equipment and consumer premises equipment specifically required
to enable implementation of the Supplemental Capacity, and costs incurred to install such equipment
(provided that if there is any incremental revenue associated with the consumer premises equipment,
the cost of which is deducted pursuant to this section 2.1, such incremental revenue shall be
included in Supplemental Revenue) and (ii) any reduction in revenue related to the Barrett Capacity
(as defined in the Barrett Agreement) which results from the implementation of the Supplemental
Capacity (collectively, the “Supplemental Capacity Costs”). Within thirty (30) days after
the end of each calendar quarter during the first four years after the Supplemental Capacity
Commencement Date, Telesat IOM shall send to Loral Space a report of such Supplemental Revenue, if
any, received and earned by Telesat IOM for leasing the Supplemental Capacity in excess of the
Supplemental Capacity Costs during that calendar quarter, and shall remit payment to Loral Space of
its share of the Supplemental Revenue, by wire transfer or such other method as the Parties may
agree. If requested by Loral Space, Telesat IOM shall provide Loral Space with backup information
and data to support the Supplemental Revenue and Supplemental Capacity Costs contained in its
report. Loral Space shall have the right to audit such report and backup information during
regular business hours upon reasonable notice to Telesat IOM.



3.0 Representations and Warranties



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



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



3.1.2 Authority. 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. The execution and
delivery by Loral Space of this Agreement and the performance its obligations hereunder has been
duly authorized by all necessary and proper corporate action. This Agreement has been, and each
other document to be delivered by Loral Space pursuant to this Agreement will be, duly executed and
delivered by Loral Space and, assuming the due authorization, execution and delivery hereof by
Telesat IOM, this Agreement and each such other document shall constitute a legal, valid and
binding obligation of Loral Space, enforceable against Loral Space 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 Barrett Agreement. So far as Loral Space is aware, the Barrett Agreement is
legal, valid and binding, and in full force and effect, in accordance with its terms and Barrett
has not cancelled or given written notice that it intends to cancel the Barrett Agreement. Loral
Space has performed, and as far as Loral Space is aware, Barrett has performed, in all material
respects, its respective obligations under the Barrett Agreement. No material default exists (or,
but for the passage of time or the giving of notice, would exist) under the Barrett Agreement on
the part of Loral or, so far as Loral is aware, on the part of Barrett to said Loral Barrett
Agreements.



3.1.4 No Conflicts; No Default. The execution and delivery of this Agreement by Loral
Space does not, and the performance by Loral Space of the obligations to be performed by Loral
Space hereunder and the consummation by Loral Space of the transaction 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 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 the Barrett 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 the Barrett Agreement; (iii)
a material breach or violation of any law or regulation to which Loral Space is subject; (iv) any
material and adverse change in the rights or obligations of Loral Space under the Barrett
Agreement, or under any permit or license; or (v) the creation of any lien or encumbrance on, or
the forfeiture of the Barrett Agreement.



3.1.5 Accuracy of Information. Loral Space represents that the information, including
without limitation the financial information relating to the Barrett Agreement is accurate and
complete. So far as Loral Space is aware, after due inquiry, no representation, warranty or
statement made by Loral Space in this Agreement, or in any Schedule, statement or certificate
furnished to Telesat IOM 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 Loral Space
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 Loral Space or any of its
Affiliates is party to or by which Loral Space or any of its Affiliates or any properties or assets
of any of the foregoing is bound and which relates to or affects the Barrett Agreement, or this
Agreement or the transactions contemplated hereby. Neither Loral Space or 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 the Barrett Agreement, this Agreement or
the transactions contemplated hereby, and Loral Space does not have 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 Loral Space is aware, neither Loral Space
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 3.1.6 relating to this
Agreement or the Barrett Agreement.



3.2 Notwithstanding anything in this Agreement to the contrary, Loral Space shall indemnify,
hold harmless, and defend (at Telesat IOM’s request), Telesat IOM and its Affiliates from and
against any and all Losses suffered or incurred by Telesat IOM 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 Loral Space’s liability 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 Canada or Telesat IOM pursuant to: (i) this Agreement, or (ii)
the Space Segment Assignment Agreement or (iii) the Gateway Assignment Agreement, whether paid with
respect to an indemnification obligation, direct damages or otherwise.



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



3.3.1 Authority. Telesat IOM 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 IOM 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 IOM
pursuant to this Agreement will be, duly executed and delivered by Telesat IOM and, assuming the
due authorization, execution and delivery hereof by Loral Space, this Agreement shall constitute a
legal, valid and binding obligation of Telesat IOM, enforceable against Telesat IOM 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 IOM does not, and the performance by Telesat IOM of the obligations to be performed by it
hereunder and the consummation by Telesat IOM 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 IOM; (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 IOM 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 IOM is subject.



3.3.3 Governmental Proceedings, Litigation, Laws and Licenses. So far as Telesat IOM
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 IOM or any of its
Affiliates is party to or by which Telesat IOM or any of its Affiliates or any properties or assets
of any of the foregoing is bound and which relates to or affects the Barrett Agreement, or this
Agreement or the transactions contemplated hereby. Neither Telesat IOM 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 the Barrett Agreement, this Agreement or
the transactions contemplated hereby, and Telesat IOM has no 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 IOM is aware, neither Telesat IOM nor 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 3.3.3 relating to this Agreement or
the Barrett Agreement.



3.4 Notwithstanding anything in this Agreement to the contrary, Telesat IOM shall indemnify,
hold harmless, and defend (at Loral Space’s request), Loral Space and its Affiliates from and
against any and all Losses suffered or incurred by Loral Space 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.



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 the 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. Loral Space hereby
constitutes and appoints, effective as of the Effective Date, Telesat IOM and its successors and
assigns as the true and lawful attorney of Loral Space with full power of substitution in the name
of Telesat IOM or in the name of Loral Space but for the benefit of Telesat IOM (a) to collect for
the account of Telesat IOM all amounts due or accounts receivable under the Barrett Agreement and
(b) to institute and prosecute all proceedings which Telesat IOM 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 Barrett Agreement and to defend or compromise any and all actions,
suits or proceedings in respect of the Barrett Agreement. Telesat IOM 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 Telesat IOM, to:




1601 Telesat Court


Ottawa, Ontario K1B 5P4


Phone: 613-748-8797


Facsimile: 613-748-8712


Attention: Vice President, Law



Either 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 either 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 either 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 between 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 Space Segment Assignment Agreement becomes
effective and (c) the date on which the notice of the assignment and assumption provisions in
article 8.4 of the Barrett Agreement have been satisfied.



4.12 Entire Agreement. This Agreement, along with the Schedules hereto, constitutes
the entire agreement between Loral Space and Telesat IOM 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 Loral Space and Telesat IOM. Loral Space and Telesat IOM 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.



[Remainder of page left intentionally blank]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





	 	 	 
	TELESAT IOM LIMITED

	By:

	 	/s/ Christopher DiFrancesco
	
 
	 	 







	 	 	Name: Christopher DiFrancesco

Title: Director




1









Annex A




Form of Barrett Assumption Agreement






2






BARRETT ASSUMPTION AGREEMENT




THIS BARRETT ASSUMPTION AGREEMENT (the “Agreement”) is dated as of the        day of
March 2011 (the “Effective Date”) by and between TELESAT IOM LIMITED, a corporation
organized and existing under the laws of the Isle of Man (“Telesat IOM”), and LORAL SPACE &
COMMUNICATIONS INC., a corporation organized and existing under the laws of the State of Delaware
(“Loral Space”). The parties hereto may be referred to individually as a “Party”
and collectively as the “Parties”.



WHEREAS, Loral Space and Barrett Xplore Inc. (“Barrett”) entered into a Satellite
Capacity and Gateway Service Agreement, dated as of December 31, 2009, whereby Loral Space agreed
to provide to Barrett, and Barrett agreed to take from Loral Space, certain space segment services
on the Loral Space payload on the ViaSat-1 satellite and related services (the “Barrett
Agreement”); and



WHEREAS, Loral Space and Telesat IOM on March 1, 2011 entered into the Barrett Assignment
Agreement (the “Barrett Assignment Agreement”), pursuant to which Loral Space agreed to
assign its rights under the Barrett Agreement to Telesat IOM; and



WHEREAS, in connection with the Barrett Assignment Agreement, Telesat IOM wishes to confirm
its assumption of the obligations of Loral Space under the Barrett Agreement, in accordance with
Section 8.4 of the Barrett Agreement;



NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as
follows:



1.0 Assumption by Telesat IOM of Loral Space’s Obligations under the Barrett Agreement. For and in
consideration of the assignment by Loral Space to Telesat IOM of any and all of Loral Space’s
rights, title and interest in, to and under the Barrett Agreement, Telesat IOM hereby expressly
assumes any and all of Loral Space’s burdens, duties, obligations and liabilities under the Barrett
Agreement from and after the Effective Date, 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
Loral Space to be observed, performed, paid or discharged from and after the Effective Date under
the Barrett Agreement, with the same force and effect as though Telesat IOM were a party to the
Barrett Agreement.



2.0 Miscellaneous



2.1 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.



2.2 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 the 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.



2.3 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 Telesat IOM, to:




1601 Telesat Court


Ottawa, Ontario K1B 5P4


Phone: 613-748-8797


Facsimile: 613-748-8712


Attention: Vice President, Law



Either 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.



2.4 Non-Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of either 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.



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



2.6 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.



2.7 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.



2.8 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.



2.9 Third Party Beneficiary/Independent Contractor. Nothing in this Agreement shall
be deemed or construed by either 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 between the Parties.



2.10 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.



2.11 Entire Agreement. This Agreement constitutes the entire agreement between Loral
Space and Telesat IOM 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 Loral Space and Telesat IOM.
Loral Space and Telesat IOM 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:

Name:

Title:





TELESAT IOM LIMITED




By:

Name:

Title:





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