Exhibit 10.1





Exhibit 10.1




[Letterhead of Morvillo, Abramowitz, Grand, Iason, Anello & Bohrer, P.C.]




(212) 880-9460

espiro@maglaw.com




April 30, 2009




BY HAND




Glenn M. Kurtz, Esq.

White & Case LLP

1155 Avenue of the Americas

New York, New York 10036-2787





Re: Loral Space & Communications Inc.



Dear Glenn:



I am writing to memorialize the terms of the settlement agreement reached at the conclusion of
the mediation session held before Justice Joseph T. Walsh on April 23, 2010. The mediation was
conducted between representatives of a Special Committee of the Board of Directors of Loral Space &
Communications Inc. (“Loral”) and Dr. Mark Rachesky, Mr. Hal Goldstein and Mr. Sai Devabhaktuni
(together, the “MHR Directors”). As you know, Loral has delegated to the Special Committee
authority to resolve the claim for indemnification asserted by the MHR Directors against Loral.



By letters dated January 22, March 20 and July 7, 2009, the MHR Directors requested
indemnification from Loral in the amount of $18,371,485.11. In addition, pursuant to Delaware law
and the terms of the Officers’ and Directors’ Indemnification Agreements between Loral and the MHR
Directors, the MHR Directors requested reimbursement for all legal fees and expenses incurred in
pursuing their claims to indemnification.



Loral, the MHR Directors and the MHR Entities1 agree that, in full and final
settlement of all claims that the MHR Directors and the MHR Entities may have against Loral


 





	 	 	 
	1	 	For purposes of this letter, the “MHR Entities” are
MHR Fund Management LLC, MHR Capital Partners Master Account LP, MHR Capital
Partners (100) LP, MHR Institutional Partners LP, MHRA LP, MHRM LP, MHR
Institutional Partners II LP, MHR Institutional Partners II A LP, MHR
Institutional Partners III LP, MHR Advisors LLC, MHR Institutional Advisors
LLC, MHR Institutional Advisors II LLC, and MHR Institutional Advisors III LLC.



 


 









 









Glenn M. Kurtz, Esq.

April 30, 2010

Page 2 of 3




for legal fees and expenses incurred in connection with (i) In re: Loral Space & Communications
Consolidated Litigation in the Court of Chancery of the State of Delaware, (ii) Babus v. Targoff in
the Supreme Court of the State of New York, County of New York, (iii) the related SEC
investigation, and (iv) any other related matters (collectively, the “Legal Matters”), Loral shall
pay to a party or parties designated by the MHR Directors the sum of $14.1 million. In addition,
pursuant to the terms of Loral’s Officers’ and Directors’ Indemnification Agreements, Loral shall
pay to a party or parties designated by the MHR Directors the sum of $256,821.25 as reimbursement
for any and all fees and expenses incurred by the MHR Directors in pursuing their indemnification
claim. Loral’s payments pursuant to this paragraph shall be made as soon as practicable, but, in
any event, no later than May 7, 2010, provided, that the MHR Directors, may, in their sole
discretion and by written notice to Loral, extend this deadline. The MHR Directors and MHR
Entities agree that, in consideration of the foregoing payments, they release and relinquish any
and all claims that they, or any of them, may have against Loral for payment, reimbursement, or
contribution for legal fees and expenses incurred in connection with the Legal Matters or in
pursuing the MHR Directors’ claim for indemnification.



To confirm our clients’ agreement to the foregoing, please have the MHR Directors and a
representative of the MHR Entities sign this letter below. I will arrange for John Stenbit, as
sole member of the Special Committee, also to sign this letter below. This letter agreement may be
signed in counterparts, all of which together shall constitute a single document, and faxed or pdf
copies shall be deemed originals.




Thank you for your cooperation in resolving this matter.



	 	 	 	 	 
	 	Sincerely,

 	 
	 	/s/ Edward M. Spiro/BLT
 	 
	 	Edward M. Spiro 	 



 


 









 





	 	 	 	 	 



Glenn M. Kurtz, Esq.

April 30, 2010

Page 3 of 3




	 	 	 	 	 
	ACCEPTED AND AGREED TO:	 	 
	 
	 	 	 	 
	/s/ Mark Rachesky
 

MARK RACHESKY
	 	 
	 
	 	 	 	 
	/s/ Hal Goldstein_
 

HAL GOLDSTEIN
	 	 
	 
	 	 	 	 
	/s/ Sai Devabhaktuni
 

SAI DEVABHAKTUNI
	 	 
	 
	 	 	 	 
	MHR ENTITIES (as defined in footnote 1)	 	 
	 
	 	 	 	 
	By:

	 	/s/ Hal Goldstein
 

Hal Goldstein
	 	 
	 
	 	 	 	 
	SPECIAL COMMITTEE OF THE BOARD OF 
DIRECTORS
OF LORAL SPACE & COMMUNICATIONS INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ John P. Stenbit
 

John P. Stenbit