Exhibit 10.1


 




EXECUTION VERSION


 


 


 


November 17, 2021


 


Loral Space & Communications Inc.


600 Fifth Avenue


New York, N.Y.


Attn: Avi Katz


Email:
avi.katz@hq.loral.com


 


Public Sector Pension Investment Board


1250 René-Lévesque Blvd. West


Suite 1400


Montréal, Québec


Attn: Senior Vice President and Global Head of Credit and Private Equity
Investments


Email: privateequity@investpsp.ca


with a copy to: legalnotices@investpsp.ca


 


MHR Institutional Partners LP


MHRA LP


MHRM LP


MHR Institutional Partners II LP


MHR Institutional Partners IIA LP


MHR Institutional Partners III LP


MHR Capital Partners Master Account II Holdings LLC


MHR Capital Partners Master Account LP


MHR Capital Partners (100) Account LP


c/o MHR Fund Management LLC


1345 Ave. of the Americas


42nd Floor


New York, NY 10105


Attn: Janet Yeung and Keith Schaitkin


Email:
JYeung@mhrfund.com; KSchaitkin@mhrfund.com


 


cc:


Willkie Farr & Gallagher LLP


787 Seventh Avenue


New York, New York 10019


Attn: Maurice M. Lefkort


Email: mlefkort@willkie.com


 


Weil, Gotshal & Manges LLP


767 Fifth Avenue


New York, New York 10153


Attn: Douglas Warner


Email: doug.warner@weil.com


 






     


     


    

 


 


 


Via Email


 


Ladies and Gentlemen:


 


Reference is hereby made to the Transaction Agreement
and Plan of Merger (as it may be amended from time to time, the “Transaction Agreement”), by and among Telesat Canada,
a Canadian corporation (“Telesat”), Loral Space & Communications Inc., a Delaware corporation (“Loral”),
Telesat Partnership LP, a limited partnership formed under the laws of Ontario, Canada, Telesat Corporation, a newly formed corporation
incorporated under the laws of the Province of British Columbia, Canada and the sole general partner of Telesat Partnership (“Telesat
Corporation”), Telesat CanHold Corporation, a corporation incorporated under the laws of British Columbia, Canada and wholly
owned subsidiary of Telesat Partnership, Lion Combination Sub Corporation, a Delaware corporation and wholly owned subsidiary of Loral,
Public Sector Pension Investment Board, a Canadian Crown corporation (“PSP Investments”), and Red Isle Private Investments
Inc., a Canadian corporation and wholly owned subsidiary of PSP Investments. Capitalized terms used in this letter but not defined herein
shall have the meanings ascribed to such terms in the Transaction Agreement.


 


Section 8.7 of the Transaction Agreement provides
that prior to the Closing, all Contracts and transactions set forth on Section 8.7 of the Leo Disclosure Letter shall be terminated, and
all financial obligations thereunder shall be satisfied in full with no further obligation or liability of the Leo Group following the
Closing.


 


Please confirm by executing this letter and returning
a copy to Telesat that each of the Parties hereby consents and agrees (i) that, notwithstanding Section 8.7 of the Transaction Agreement,
the Services Agreement, dated as of June 23, 2008, by and among Loral, Fernando Ceylão Consultoria Ltda. and Fernando Carlos Ceylão
Filho, as amended June 23, 2011, December 17, 2015 and June 14, 2018 (the “Ceylão Agreement”) will not be terminated
at or prior to Closing, (ii) for purposes of Section 8.6 of the Transaction Agreement, to the designation of the name of the Class A Topco
Common Shares and Class B Topco Common Shares as Class A Common shares and Class B Variable Voting shares, respectively and (iii) that
Section 7.6 of the Transaction Agreement is hereby amended and restated in its entirety with the following Section 7.6:


 


Section
7.6 Ownership of Transit Securities. Polaris is the indirect beneficial owner, and Rover is the record
and direct beneficial owner, of 35,172,218 Transit Common Shares, 1,824,294 Transit Non-Voting Participating Preferred Shares and 7,034,444
Transit Voting Participating Preferred Shares, free and clear of all Liens, other than restrictions on transfer imposed by applicable
Legal Requirements and by the Transit Shareholders Agreement.


 


For the avoidance of doubt and notwithstanding
anything contained in the Transaction Agreement to the contrary, (i) Section 7.6 of the Transaction Agreement, as amended and set forth
herein, shall govern for purposes of Section 10.3(a) under the Transaction Agreement and (ii) the Ceylão Agreement is a Contract
of the Leo Group in effect at or prior to the Reference Time and shall continue to be subject in all respects to Section 9.9(b) of the
Transaction Agreement. This letter constitutes notice by the Joint Obligors to Rover that the Ceylão Agreement may affect a Liability
that would give rise to a claim pursuant to Section 9.9(a) or Section 9.9(b) of the Transaction Agreement.


 


 


 






160 Elgin Street, Suite 2100, Ottawa, ON Canada K2P 2P7
tel:
+1 613 748 0123






    


    


    

 


 


 


Section 3.9 of the Voting Support Agreement (the
 “Voting Support Agreement”), by and among Telesat, PSP Investments and the other parties thereto (such other parties,
the “Stockholders”) requires that the parties to the Transaction Agreement shall not and shall not agree to, any modification,
amendment or waiver of the Transaction Agreement the unless such modification, amendment or waiver is previously consented to in writing
by each Stockholder.


 


Please confirm by executing this letter and returning
a copy to Telesat that each Stockholder consents to (i) the waiver of the requirement to terminate the Ceylão Agreement at or prior
to the Closing pursuant to Section 8.7 of the Transaction Agreement and (ii) the foregoing amendment to Section 7.6 of the Transaction
Agreement.


 


Except as set forth herein, all of the terms and
conditions of the Transaction Agreement shall remain in effect without modification and shall be deemed to apply to this letter.


 


[Signature Page Follows]





 


 


 


 






160 Elgin Street, Suite 2100, Ottawa, ON Canada K2P 2P7
tel:
+1 613 748 0123






    


    


    

 


	 	Very truly yours,
	 	 
	 	TELESAT CANADA
	 	 
	 	By:	/s/ Christopher S. DiFrancesco
	 	 	Name: 	Christopher S. DiFrancesco
	 	 	Title:	Vice President, General Counsel and Secretary



 


[Integration Agreement Waiver – Ceylão
Agreement, Share Designation and PSP Capitalization Representation]


 






     


     


    

 


	Confirmed, acknowledged, and agreed
    as of the date first written above:	 
	 	 
	LORAL SPACE & COMMUNICATIONS INC.	 
	 	 
	By:	/s/
    Avi Katz	 
	 	Name: 	Avi Katz	 
	 	Title:	President, General Counsel and Secretary	 



 


[Integration Agreement Consent – Ceylão
Agreement, Share Designation and PSP Capitalization Representation]


 






     


     


    

 


	Confirmed, acknowledged, and agreed
    as of the date first written above:	 
	 	 
	PUBLIC SECTOR INVESTMENT PENSION BOARD	 
	 	 
	By:	/s/ Selin Bastin	 
	 	Name: 	Selin Bastin	 
	 	Title:	Authorized Signatory	 
	 	 
	By:	/s/ Martin Longchamps	 
	 	Name:	Martin Longchamps	 
	 	Title:	Authorized Signatory	 
	 	 
	RED ISLE PRIVATE INVESTMENTS INC.	 
	 	 
	By:	/s/ Selin Bastin	 
	 	Name:	Selin Bastin	 
	 	Title:	Authorized Signatory	 
	 	 
	By:	/s/ Martin Longchamps	 
	 	Name:	Martin Longchamps	 
	 	Title:	Authorized Signatory	 




 


[Integration Agreement Consent – Ceylão
Agreement, Share Designation and PSP Capitalization Representation]


 






     


     


    

 


	Confirmed, acknowledged, and agreed
    as of the date first written above:	 
	 	 
	MHR INSTITUTIONAL PARTNERS LP	 
	 	 
	By:	MHR Institutional Advisors LLC, its
    General Partner	 
	 	 
	By:	/s/ Janet Yeung	 
	 	Name: 	Janet Yeung	 
	 	Title:	Authorized Signatory	 
	 	 
	MHRA LP	 
	 	 
	By:	MHR Institutional Advisors LLC, its
    General Partner	 
	 	 
	By:	/s/ Janet Yeung	 
	 	Name:	Janet Yeung	 
	 	Title:	Authorized Signatory	 
	 	 
	MHRM LP	 
	 	 
	By:	MHR Institutional Advisors LLC, its
    General Partner	 
		 
	By:	/s/ Janet Yeung	 
	 	Name:	Janet Yeung	 
	 	Title:	Authorized Signatory	 
	 	 
	MHR INSTITUTIONAL PARTNERS II LP	 
	 	 
	By:	MHR Institutional Advisors II LLC,
    its General Partner	 
	 	 
	By:	/s/ Janet Yeung	 
	 	Name:	Janet Yeung	 
	 	Title:	Authorized Signatory	 




 


[Integration Agreement Consent – Ceylão
Agreement, Share Designation and PSP Capitalization Representation]


 






     


     


    

 


	MHR INSTITUTIONAL PARTNERS IIA LP	 
	 	 
	By:	MHR Institutional Advisors II LLC,
    its General Partner	 
	 	 
	By:	/s/
    Janet Yeung	 
	 	Name: 	Janet Yeung	 
	 	Title:	Authorized Signatory	 
	 	 
	MHR INSTITUTIONAL PARTNERS III LP	 
	 	 
	By:	MHR Institutional Advisors III LLC,
    its General Partner	 
	 	 
	By:	/s/
    Janet Yeung	 
	 	Name:	Janet Yeung	 
	 	Title:	Authorized Signatory	 
	 	 
	MHR CAPITAL PARTNERS MASTER ACCOUNT
    II HOLDINGS LLC	 
	 	 
	By:	MHR Advisors LLC, the General Partner
    of its Sole Member	 
	 	 
	By:	/s/
    Janet Yeung	 
	 	Name:	Janet Yeung	 
	 	Title:	Authorized Signatory	 
	 	 
	MHR CAPITAL PARTNERS MASTER ACCOUNT
    LP	 
	 	 
	By:	MHR Advisors LLC, its General Partner	 
	 	 
	By:	/s/
    Janet Yeung	 
	 	Name:	Janet Yeung	 
	 	Title:	Authorized Signatory	 




 


[Integration Agreement Consent – Ceylão
Agreement, Share Designation and PSP Capitalization Representation]


 



     


     


    




 


	MHR CAPITAL PARTNERS (100) ACCOUNT
    LP	 
	 	 
	By:	MHR Advisors LLC, its General Partner	 
	 	 
	By:	/s/
    Janet Yeung	 
	 	Name: 	Janet Yeung	 
	 	Title:	Authorized Signatory	 




 


[Integration Agreement Consent – Ceylão
Agreement, Share Designation and PSP Capitalization Representation]