EX-4.2






Exhibit 4.2




FIRST SUPPLEMENTAL INDENTURE




          FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 5, 2009, among
Infosat Communications LP, an Ontario limited partnership (“Infosat LP”), Infosat Communications GP
Inc., a Canadian corporation (“Infosat GP” and together, with Infosat LP, the “Guaranteeing
Subsidiaries”), Telesat Canada, a Canadian corporation (the “Issuer”), Telesat LLC, a Delaware
limited liability company (the “Co-Issuer” and together, with the Issuer, the “Co-Issuers”), the
other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon
(formerly The Bank of New York), 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 June 30, 2008, providing for the issuance of 11.0% Senior Notes Due
2015 (the “Notes”);



          WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries
shall execute and deliver to the Trustee a supplemental indenture pursuant to which each
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 “Guarantees”);



          WHEREAS, Section 901(10) of the Indenture provides that without the consent of any Holders,
the Co-Issuers, any Guarantor (with respect to a Guarantee or the Indenture to which it is a
party), when authorized by Board Resolutions of their respective Board of Directors, and the
Trustee, at any time and from time to time, may amend or supplement the Indenture, any Guarantee or
the Notes for the purpose of adding a Guarantor under the Indenture;



          WHEREAS, the Co-Issuers and Guarantors have been authorized by Board Resolutions of their
respective Board of Directors to enter into this Supplemental Indenture;



          WHEREAS, the Co-Issuers hereby direct the Trustee to execute and deliver this Supplemental
Indenture; and



          WHEREAS, all other acts and proceedings required by law, by the Indenture and by the articles
of incorporation and bylaws of the Co-Issuers and Guarantors to make this Supplemental Indenture a
valid and binding agreement for the purposes expressed herein, in accordance with its terms, have
been duly done and performed.



          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries 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. Each 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. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee,
incorporator, stockholder or agent of each 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.



          4. 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.



          5. 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.



          6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not
affect the construction hereof.



          7. 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 each Guaranteeing Subsidiary
and the Co-Issuers.



          8. SEVERABILITY. In case any one or more of the provisions contained in this Supplemental
Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect any other provisions
of this Supplemental Indenture or of the Notes.



[Signature page follows]




-2-









 








          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: March 5, 2009




	 	 	 	 	 
	 	TELESAT CANADA

 	 
	 	By:  	/s/ Daniel S. Goldberg
 	 
	 	 	Name:  	Daniel S. Goldberg 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	 	 
	 	By:  	                                               /s/ Christopher S. DiFrancesco
 	 
	 	 	Name:  	Christopher S. DiFrancesco 	 
	 	 	Title:  	Vice President, General Counsel and
Secretary 	 
	 
	 	TELESAT LLC

 	 
	 	By:  	/s/ Daniel S. Goldberg
 	 
	 	 	Name:  	Daniel S. Goldberg 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	 	 
	 	By:  	                                              /s/ Michel G. Cayouette
 	 
	 	 	Name:  	Michel G. Cayouette 	 
	 	 	Title:  	Chief Financial Officer and Treasurer 	 
	 
	 	INFOSAT COMMUNICATIONS LP,

by Infosat Communications GP Inc., its General Partner

 	 
	 	By:  	/s/ Graeme A. Watson
 	 
	 	 	Name:  	Graeme A. Watson 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	INFOSAT COMMUNICATIONS GP INC.

 	 
	 	By:  	/s/ Graeme A. Watson
 	 
	 	 	Name:  	Graeme A. Watson 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



[First Supplemental Senior Indenture]




 









 








	 	 	 	 	 
	 	INFOSAT COMMUNICATIONS, INC.

 	 
	 	By:  	/s/
Graeme
A. Watson
 	 
	 	 	Name:  	Graeme
A. Watson
	 
	 	 	Title:  	President and CEO	 
	 



[First Supplemental Senior Indenture]




 









 








	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as Trustee

 	 
	 	By:  	/s/
Carlos R. Luciano
 	 
	 	 	Name:  	Carlos R. Luciano	 
	 	 	Title:  	Vice President	 
	 



[First Supplemental Senior Indenture]




 









 








	 	 	 	 	 
	 	ABLE INFOSAT COMMUNICATIONS, INC.

 	 
	 	By:  	/s/ Graeme A. Watson
 	 
	 	 	Name:  	Graeme A. Watson 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	TELESAT HOLDINGS INC.


TELESAT INTERCO INC.


INFOSAT ABLE HOLDINGS, INC.


TELESAT SATELLITE HOLDINGS CORPORATION


SKYNET SATELLITE CORPORATION


TELESAT INTERNATIONAL, L.L.C.


TELESAT BRAZIL HOLDINGS LLC


TELESAT NETWORK SERVICES, INC.


TELESAT NETWORK SERVICES INTERNATIONAL,      INC.


TELESAT NS, INC.


TELESAT NS HOLDINGS, L.L.C.


TELESAT NETWORK SERVICES HOLDINGS L.L.C.


TELESAT NS, L.L.C.


TELESAT NETWORK SERVICES, L.L.C.


TELESAT SATELLITE GP, LLC


TELESAT SATELLITE LP


TELESAT COMMUNICATIONS SERVICES, INC.

 	 
	 	By:  	/s/ Daniel S. Goldberg
 	 
	 	 	Name:  	Daniel S. Goldberg 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



[First Supplemental Senior Indenture]




 









 








	 	 	 	 	 
	 	TELESAT SPACE PARTICIPAÇÕES LTDA.


TELESAT BRASIL CAPACIDADE DE SATÉLITES
      LTDA.


TELESAT SERVIÇOS DE TELECOMUNICAÇẤO 

     LTDA.


TELESAT BRASIL LTDA.
 	 
	 	 	 
	 	By:  	/s/ Philip Joseph Rabito
 	 
	 	 	Name:  	Philip Joseph Rabito 	 
	 	 	Title:  	Authorized Signing Officer 	 
	 	 	 
	 	By:  	/s/ Flávio Bartolomeu da Silva
 	 
	 	 	Name:  	Flávio Bartolomeu da Silva 	 
	 	 	Title:  	Authorized Signing Officer 	 
	 
	 	TELESAT (IOM) LIMITED

 	 
	 	By:  	
/s/ Richard M. O’Reilly
 	 
	 	 	Name:  	Richard M. O’Reilly	 
	 	 	Title:  	Director	 
	 



[First Supplemental Senior Indenture]