EX-10.2






RELEASE AGREEMENT




This RELEASE AGREEMENT (this “Release”) is made and entered into as of the 5th day of
September, 2014 by and among LORAL SPACE & COMMUNICATIONS INC., a Delaware corporation (“Loral”),
SPACE SYSTEMS/LORAL, LLC, a Delaware limited liability company (the “Company”), MACDONALD,
DETTWILER AND ASSOCIATES LTD., a Canadian corporation (“MDA”), and MDA COMMUNICATIONS HOLDINGS,
INC., a Delaware corporation and a wholly-owned subsidiary of MDA (“Purchaser” and together with
MDA and the Company, the “MDA Parties”). Capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Purchase Agreement (as defined below).



WHEREAS, the MDA Parties and Loral are party to that certain Purchase Agreement, dated as of
June 26, 2012 (as amended from time-to-time, the “Purchase Agreement”), pursuant to which, among
other things, Loral has agreed to indemnify, defend and hold harmless the Purchaser Indemnitees
from certain Losses relating to the Covered Litigation;



WHEREAS, the Company, MDA, Loral and ViaSat, Inc. (“ViaSat”) entered into a Term Sheet on
August 14, 2014 with respect to the settlement of Civil Action No. 3:12-cv-00260-H-WVG which was
filed in the United States District Court for the Southern District of California by ViaSat against
the Company and Loral and Civil Action No. 3:13-cv-02074-H-WVG which was filed in the same court by
ViaSat against the Company (collectively, the “Actions”) and are preparing a long-form settlement
agreement to more fully document the terms of the settlement (the long-form agreement governing
such settlement is referred to as the “Settlement Agreement” and the date of such Settlement
Agreement is referred to as the “Settlement Date”); and



WHEREAS, in connection with the settlement of the Actions, MDA and Loral entered into a Term
Sheet entitled “MDA/Loral Dispute Resolution,” dated August 14, 2014 (the “Dispute Resolution
Agreement”), pursuant to which MDA and Loral agreed to a mechanism for the allocation between MDA
and Loral arising from the settlement of the Actions by way of mediation or arbitration (the
“Dispute Resolution Agreement Proceedings”).



NOW, THEREFORE, in consideration of the agreements contained herein and in the Dispute
Resolution Agreement and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:



1. Release of Loral. Effective as of the Settlement Date, each of the MDA Parties, on
behalf of itself and its Affiliates and their respective successors and assigns of each of the
foregoing (the “MDA Releasors”), hereby fully and finally, irrevocably and unconditionally
releases, acquits and forever discharges each of Loral and its Affiliates and their respective
partners, members, managers, stockholders, directors, officers, employees and agents of each of the
forgoing, and their respective successors and assigns (collectively, the “Released Loral Parties”),
to the fullest extent permitted by Legal Requirement, from any and all charges, complaints, claims,
obligations, liabilities, promises, agreements, controversies, damages, actions, causes of action,
suits, rights, demands, remedies, costs, debts, losses, expenses and fees, of every type, kind,
nature, description or character, whether known or unknown, liquidated or unliquidated, at law or
in equity, that any MDA Releasor had, has or may have from the beginning of time through the
Effective Date to the extent based upon, arising from or in any way connected with or related to:
(i) the Actions or the Covered Litigation, or (ii) Sections 10.2(a) or (b) (except as it relates to
Article VII) or 10.8 of the Purchase Agreement (the “Released MDA Claims”); provided, however, that
the Released MDA Claims shall not include any claims relating to the breach or non-performance of
the Settlement Agreement or the Dispute Resolution Agreement. Each of the MDA Parties represents
that none of the MDA Releasors has assigned or transferred or purported to have assigned or
transferred to any Person any Released MDA Claim.



2. Release of the MDA Parties. Effective as of the Settlement Date, Loral, on behalf
of itself and its Affiliates and their respective successors and assigns of each of the foregoing
(the “Loral Releasors”), hereby fully and finally, irrevocably and unconditionally releases,
acquits and forever discharges each of the MDA Parties and their Affiliates and their respective
partners, members, managers, stockholders, directors, officers, employees and agents of each of the
forgoing, and their respective successors and assigns (collectively, the “Released MDA Parties”),
to the fullest extent permitted by Legal Requirement, from any and all charges, complaints, claims,
obligations, liabilities, promises, agreements, controversies, damages, actions, causes of action,
suits, rights, demands, remedies, costs, debts, losses, expenses and fees, of every type, kind,
nature, description or character, whether known or unknown, liquidated or unliquidated, at law or
in equity, that any Loral Releasor had, has or may have from the beginning of time through the
Effective Date to the extent based upon, arising from or in any way connected with or related to:
(i) the Actions or the Covered Litigation, or (ii) Sections 10.3(a) (except as it relates to
Article VII) or 10.8 of the Purchase Agreement (the “Released Loral Claims”); provided, however,
that the Released Loral Claims shall not include any claims relating to the breach or
non-performance of the Settlement Agreement or the Dispute Resolution Agreement Loral represents
that none of the Loral Releasors has assigned or transferred or purported to have assigned or
transferred to any Person any Released Loral Claim.



3. Nature of Release. Loral, in its capacity as a Loral Releasor, and each MDA Party
in its capacity as an MDA Releasor (a “Releasor”) hereby expressly waives and relinquishes, to the
full extent that such rights and benefits may be waived, all rights and benefits under any
applicable Legal Requirement, which provides that a release does not extend to claims which the
Releasor does not know or suspect to exist in its favor at the time of executing the release, which
if known by the Releasor would have materially affected its settlement with the party released. In
this regard, each Releasor acknowledges that it is aware that such Releasor or its representatives
may hereafter discover matters released by this Release or facts in addition to or different from
those which it or they now know or believe to exist with respect to the subject matter of the
foregoing releases, and it is such Releasor’s intention hereby to fully, finally, and forever
settle and release all possible claims purported to be released hereunder that such Releasor may
have against any party released pursuant to this Release. Further, it is expressly understood that
notwithstanding the discovery or existence of any such additional or different matters or facts,
the release given herein shall be and remain in effect as a full and complete release with respect
to all matters purported to be released by this Release.



4. No Proceedings. From and after the Settlement Date, (x) the MDA Parties shall not,
and shall cause the MDA Releasors not to, with respect to the Released MDA Claims, and (y) Loral
shall not, and shall cause the Loral Releasors not to, with respect to the Released Loral Claims,
file any complaint, charge or lawsuit with respect to any matter released hereby (a “Prohibited
Action”). The parties hereto agree that this Release may be raised as a complete bar to any
Prohibited Action, and the party against whom a Prohibited Action is brought may recover from the
applicable parties all costs incurred in connection with such Prohibited Action, including
attorneys’ fees.



5. Disclaimer. Nothing herein is to be deemed to constitute an admission of
wrongdoing or liability by any MDA Party or by Loral. Further nothing herein prohibits any party
from referring to the Purchase Agreement or the obligations therein in the Dispute Resolution
Agreement Proceedings in support of its position on allocation. 




6. Incorporation by Reference. Section 1.2 and
Article XIII of the Purchase Agreement shall be applicable to this
Release and are incorporated herein by reference.




[Signature pages follow]



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IN WITNESS WHEREOF, the undersigned have caused this Release to be duly executed as of
the date first written above.




LORAL SPACE & COMMUNICATIONS INC.




By: /s/ Avi Katz

Name: Avi Katz

Title: President, General Counsel and Secretary





SPACE SYSTEMS/LORAL, LLC




By: /s/ John W. Rakow

Name: John W. Rakow

Title: Assistant Secretary





MDA COMMUNICATIONS HOLDINGS, INC.




By: /s/ William McCombe

Name: William McCombe

Title: Director





MACDONALD, DETTWILER AND ASSOCIATES LTD.




By:/s/ Peter Louis

Name: Peter Louis

Title: EVP and Chief Operating Officer





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