Exhibit
4.1


 


EXECUTION
VERSION


 





AMENDMENT
No. 5, dated as of April 26, 2018 (this “Amendment”), to the Credit Agreement, dated as of March 28, 2012
(as amended by that certain Amendment No. 1 thereto, dated as of April 2, 2013, as further amended by that certain Amendment No.
2 thereto, dated as of November 17, 2016, as further amended by that certain Amendment No. 3 thereto, dated as of December 19,
2016, as further amended by that certain Amendment No. 4 thereto, dated as of February 1, 2017, and as further amended, restated,
modified and supplemented from time to time prior to the date hereof, the “Credit Agreement”, and the Credit
Agreement as amended by this Amendment, the “Amended Credit Agreement”), by and among TELESAT
CANADA (the “Canadian Borrower”), TELESAT LLC (the “U.S. Borrower”, and, together
with the Canadian Borrower, the “Borrowers” and, each, a “Borrower”), the Guarantors party
thereto, the several banks and other financial institutions or entities from time to time party to the Credit Agreement (each
a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative
Agent (the “Administrative Agent”), Collateral Agent, Swingline Lender and L/C Issuer; capitalized terms used
and not otherwise defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement.


 


WHEREAS,
the Borrower desires to amend the Credit Agreement on the terms set forth herein;


 


WHEREAS,
Sections 2.20 and 9.08 of the Credit Agreement provide that the Borrower, the Administrative Agent and the Lenders party hereto
may amend the Credit Agreement as set forth herein;


 


WHEREAS,
JPMorgan Chase Bank, N.A. (or any of its affiliates as so designated by them to act in such capacity) has been appointed as Lead
Arranger (as defined below) and is acting as a lead arranger and bookrunner for this Amendment (in such capacity, the “Lead
Arranger”); and


 


WHEREAS,
(i) each Lender holding Term B-4 Loans outstanding immediately prior to the Amendment No. 5 Effective Date (the “Existing
Loans”) that executes and delivers a consent to this Amendment (each, a “Consenting Term Lender”)
substantially in the form of Exhibit A hereto (a “Term Consent”) has consented to all the amendments to the
Credit Agreement set forth herein, including, without limitation, the reduction of the Applicable Margin with respect to its outstanding
Existing Loans and (x) if such Consenting Term Lender elects the “Cashless Amendment” option on the Term Consent,
such Consenting Term Lender will retain its Existing Loans as amended by this Amendment No. 5 or such lesser amount allocated
to such Consenting Term Lender as notified by the Administrative Agent or (y) if such Consenting Term Lender elects the “Post-Closing
Settlement” option on the Term Consent, (a) the entire amount of such Consenting Term Lender’s Existing Loans will
be assigned to the New Lender (as defined below) on the Amendment No. 5 Effective Date (as defined below) at a purchase price
equal to the principal amount thereof plus accrued and unpaid interest thereon (it being understood that no Assignment and Acceptance
shall be required to be executed by such Consenting Term Lender to effect such assignment) and (b) on or following the Amendment
No. 5 Effective Date, the New Lender shall assign to such Consenting Term Lender (or its designated Affiliate, if agreed by the
Lead Arranger) Term B-4 Loans in an equal principal amount as its Existing Loans or such lesser amount allocated to such Consenting
Term Lender as notified by the Administrative Agent, (ii) each Lender holding Existing Loans that does not execute and deliver
an Amendment No. 5 Consent (each, a “Non-Consenting Lender”) shall be deemed not to have consented to the amendment
to the Credit Agreement set forth in Section 1(b) below and shall be required to assign the entire amount of its Existing Loans
to JPMorgan Chase Bank, N.A. (in such capacity, the “New Lender”) in accordance with Section 2.20, Section
9.04 and Section 9.08 of the Credit Agreement (including that any such assignments to the New Lender described in this clause
(ii) shall be effected on the Amendment No. 5 Effective Date) and, in connection with the assignments described in clause (i)(y)(a)
and clause (ii) above, such New Lender shall become a Lender under the Credit Agreement with respect to the Term B-4 Loans so
assigned and consent to the Amendment, (iii) on the Amendment No. 5 Effective Date, the Borrower has paid to the Administrative
Agent, for the ratable benefit of the Lenders holding Existing Loans, all accrued and unpaid interest to, but not including, the
Amendment No. 5 Effective Date, with respect to the Existing Loans and (iv)(a) pursuant to Section 9.08 of the Credit Agreement,
all Lenders holding Existing Loans are affected by the amendment to the Credit Agreement set forth in Section 1(b) below and their
consent is required for such amendment and (b) the Required Lenders have consented to such amendment;


 






     


     


    

 


NOW,
THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:


 


Section
1.          Amendment of the Credit Agreement. The Required Lenders
hereby consent to each of the following amendments and each Consenting Term Lender (including the New Lender, after giving effect
to the assignment described in the second sentence of Section 3(ii) of this Amendment) hereby consents to the amendment in clause
(b) below.


 


(a)       The
following defined terms shall be added to Section 1.01 of the Credit Agreement in alphabetical order:


 


“Amendment
No. 5” shall mean Amendment No. 5, dated as of April 26, 2018, to this Agreement.


 


“Amendment
No. 5 Effective Date” shall mean April 26, 2018.


 


(b)       Clause
(a) of the definition of “Applicable Margin” in Section 1.01 of the Credit Agreement is hereby amended by deleting
such clause and replacing it with the following:


 


“(a)
in the case of the Term B-4 Loans (i) maintained as ABR Loans, a percentage per annum equal to 1.50%, and (ii) maintained as Eurodollar
Loans, a percentage per annum equal to 2.50%;”


 


(c)       The
definition of “Consolidated EBITDA” in Section 1.01 of the Credit Agreement is hereby amended by deleting clause (i)
of the proviso thereto in its entirety and replacing it with “[reserved];”.


 


(d)       The
definition of “Holdings” in Section 1.01 of the Credit Agreement is hereby amended by inserting the following as a
new sentence at the end of such definition:


 


“As
of January 1, 2017, the Amalgamation occurred when Telesat Holdings Inc. amalgamated with Interco and immediately thereafter the
newly amalgamated company amalgamated with the Canadian Borrower with the Canadian Borrower being the continuing entity.”


 


(e)       Clause
(y) of the definition of “Joint Lead Arrangers” in Section 1.01 of the Credit Agreement is hereby amended and restated
in its entirety and replaced with the following:


 


“
(y) with respect to the Term B-4 Loan Facility, JPMCB (including pursuant to Amendment No. 4 and Amendment No. 5)”


 






    -2- 


     


    

 


(f)       The
definition of “Loan Documents” in Section 1.01 of the Credit Agreement is hereby amended by inserting “, Amendment
No. 5” immediately after “Amendment No. 4”.


 


(g)       The
definition of “Term B-4 Loans” in Section 1.01 of the Credit Agreement is hereby amended by inserting the word “by
“ between “term loans made” and “the Term B-4 Lenders”.


 


(h)       The
last sentence of Section 2.12(a) of the Credit Agreement is hereby amended to delete the words “in the event that, prior
to the twelve-month anniversary of the Amendment No. 4 Effective Date” and replace them with “in the event that, following
the Amendment No. 5 Effective Date and prior to the twelve-month anniversary of the Amendment No. 5 Effective Date”.


 


(i)        Section
2.12(d) is hereby amended by inserting “(plus the aggregate principal amount of Term Loans voluntarily prepaid in any of
the two most recent Excess Cash Flow Periods preceding such Excess Cash Flow Period that did not reduce the amount of prepayments
required by this Section 2.12(d) in such Excess Cash Flow Periods because such voluntary prepayments exceeded the amount of Term
Loans required to be prepaid pursuant to Section 2.12(d) in such Excess Cash Flow Periods)” after “Section 2.12(a)”.


 


(j)        The
last sentence of Section 2.20(c) of the Credit Agreement is hereby amended by inserting “; provided that, notwithstanding
anything herein to the contrary (including in Section 9.04), any such Non-Consenting Lender shall automatically be deemed to have
assigned its Loans pursuant to the terms of an Assignment and Acceptance, and accordingly no other action by such Non-Consenting
Lender shall be required in connection therewith” immediately after “Section 9.04”.


 


(k)       The
proviso in Section 6.01(o) of the Credit Agreement is hereby amended by deleting such proviso and replacing it with the following:


 


“provided
that the aggregate amount of Indebtedness incurred pursuant to this clause (o) at the time of incurrence shall not exceed
the greater of (x) $1.0 billion and (y) 17.6% of Total Assets of Holdings and its Subsidiaries (measured as of the date of incurrence
based upon the Section 5.04 Financials most recently delivered on or prior to such date of incurrence);”


 


(l)         Section
6.03(h) of the Credit Agreement is hereby amended by inserting “(for the avoidance of doubt, such Amalgamation has occurred
with the Canadian Borrower being the continuing entity)” immediately after “Section 6.01”.


 


(m)       Section
6.12(i) of the Credit Agreement is hereby amended by inserting “(x)” at the beginning thereof, inserting “to
the extent Loral or its Affiliates are a party to such transaction” after “Loral and its Affiliates”, and replacing
“from a financial point of view and was made on an arms-length basis” with “from a financial point of view or
(y)(1) transactions on terms that are not materially less favorable to Holdings or the relevant Restricted Subsidiary than those
that could have been obtained in a comparable transaction by Holdings or such Restricted Subsidiary with a Person that is not
an Affiliate or (2), in the event that there are no comparable transactions involving Persons that are not Affiliates, on terms
that Holdings has determined to be fair, taken as a whole, to Holdings or the relevant Restricted Subsidiary as certified to the
Administrative Agent in a certificate of a Responsible Officer of the Borrowers; provided that with respect to any transaction
or series of transactions involving aggregate payments or consideration in excess of US$75.0 million, Holdings or any Restricted
Subsidiary shall deliver to the Administrative Agent a letter from a nationally recognized investment banking, appraisal or accounting
firm stating that such transaction meets, as applicable, the requirements of clause (y)(1) or, to the extent such transaction
is entered into pursuant to clause (y)(2), that such transaction is on terms that are fair, taken as a whole, to Holdings or the
relevant Restricted Subsidiary”.


 






    -3- 


     


    

 


(n)       Section
8.01(a) of the Credit Agreement is hereby amended by inserting “and JPMCB, Credit Suisse Loan Funding LLC, Goldman Sachs
Bank USA and Morgan Stanley Senior Funding, Inc. as lead arrangers in connection with Amendment No. 5,” immediately after
“Amendment No. 4, “.


 


(o)       Section
9.08(h) is hereby amended by inserting “or 6.02(i)” at the end thereof


 


(p)       Section
10.01 is hereby amended by deleting the phrase “(other than with respect to the Term B-4 Loans)” and inserting the
word “other” before “Subsidiary Guarantor”.


 


Section
2.           Representations and Warranties, No Default. The Borrowers
hereby represent and warrant that as of the Amendment No. 5 Effective Date, after giving effect to this Amendment, (i) no Default
or Event of Default has occurred and is continuing and (ii) all representations and warranties made by any Loan Party contained
in the Amended Credit Agreement or in the other Loan Documents are true and correct in all material respects with the same effect
as though such representations and warranties had been made on and as of the date hereof (except where such representations and
warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all
material respects as of such earlier date); provided that any representation and warranty that is qualified as to “materiality,”
“Material Adverse Effect” or similar language shall be true and correct in all respects on the date hereof or on such
earlier date, as the case may be (after giving effect to such qualification).


 


Section
3.           Effectiveness. This Amendment shall become effective
on the date (such date, the “Amendment No. 5 Effective Date”) that the following conditions have been satisfied:


 


(i)         Consents.
The Administrative Agent shall have executed this Amendment and shall have received an executed signature page to this Amendment
(including in the form of a Term Consent) from (a) the New Lender and each Consenting Term Lender, (b) Lenders constituting the
Required Lenders (as defined in the Credit Agreement) immediately prior to the Amendment No. 5 Effective Date and (c) each Loan
Party;


 


(ii)        Fees
and Interest. (a) The Administrative Agent and the Lead Arranger shall have received the fees in the amounts previously agreed
in writing by the Borrowers to be received on the Amendment No. 5 Effective Date, and all reasonable and documented expenses for
which invoices have been presented prior to the Amendment No. 5 Effective Date; and (b) on the Amendment No. 5 Effective Date,
the Borrower shall have paid to the Administrative Agent, for the ratable benefit of the Lenders holding Existing Loans, all accrued
and unpaid interest to, but not including, the Amendment No. 5 Effective Date, with respect to the Existing Loans.1


 


(iii)       Legal
Opinions. The Administrative Agent shall have received favorable legal opinions of (1) Wachtell, Lipton, Rosen & Katz,
special New York counsel to the Loan Parties, (2) Chris DiFrancesco, in-house counsel to the Loan Parties, (3) Stikeman Elliott
LLP, Canadian counsel to the Loan Parties, and (4) Potter Anderson & Corroon LLP, Delaware counsel to the Loan Parties, each
covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative
Agent;


 





 








 






    -4- 


     


    

 


(iv)       Officer’s
Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrowers dated the
Amendment No. 5 Effective Date certifying that (a) all representations and warranties made by any Loan Party contained in the
Amended Credit Agreement or in the other Loan Documents are true and correct in all material respects with the same effect as
though such representations and warranties had been made on and as of the Amendment No. 5 Effective Date (except where such representations
and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in
all material respects as of such earlier date); provided that any representation and warranty that is qualified as to “materiality,”
“Material Adverse Effect” or similar language shall be true and correct in all respects on the Amendment No. 5 Effective
Date or on such earlier date, as the case may be (after giving effect to such qualification) and (b) no Default or Event of Default,
shall have occurred and be continuing; and


 


(v)       Closing
Certificates. The Administrative Agent shall have received (i) from each Loan Party either (x) a certification from a manager,
director, Secretary or Assistant Secretary or similar officer of such Loan Party that there have been no changes to the certificate
or articles of incorporation or organization (or other similar organizational document) of such Loan Party that were delivered
to the Administrative Agent on or prior to the Amendment No. 4 Effective Date or (y) a copy of the certificate or articles of
incorporation or organization (or other similar organizational document), including all amendments thereto, of such Loan Party,
certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, (ii) a certificate as
to the good standing (where relevant) of each Loan Party organized in the United States or Canada as of a recent date, from such
Secretary of State or similar Governmental Authority and (iii) a certificate of a manager, director, Secretary or Assistant Secretary
or similar officer of each Loan Party dated the Amendment No. 5 Effective Date certifying that either (x) there have been no changes
to the by-laws or operating (or limited liability company) agreement (or other similar organizational document) of such Loan Party
that were delivered to the Administrative Agent on or prior to the Amendment No. 4 Effective Date or (y) attached thereto is a
true and complete copy of the by-laws or operating (or limited liability company) agreement (or other similar organizational document)
of such Loan Party as in effect on the Amendment No. 5 Effective Date.


 


Section
4.           Effect of Consent. Each Lender delivering a Term
Consent hereto agrees not to make any claims to the Borrower pursuant to Section 2.17 of the Credit Agreement with respect to
any loss, cost or expense that such Lender may sustain or incur as a consequence of the amendments, assignments and other transactions
contemplated by this Amendment. The parties hereto acknowledge and agree that this Amendment No. 5 shall be the Assignment and
Acceptance pursuant to which any required assignments of any Non-Consenting Lender or Consenting Term Lender, as applicable, are
assigned to the New Lender.


 


Section
5.           Counterparts. This Amendment may be executed in any
number of counterparts (including the Term Consents) and by different parties hereto on separate counterparts, each of which when
so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument.
Delivery of an executed counterpart of a signature page of this Amendment (including the Term Consents) by facsimile or any other
electronic transmission shall be effective as delivery of a manually executed counterpart hereof.


 


Section
6.           Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


 






    -5- 


     


    

 


Section
7.           Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.


 


Section
8.           Jurisdiction; Consent to Service of Process. Each
party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of
any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this Amendment, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court.
Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or relating to this Amendment in any New York State
or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of
an inconvenient forum to the maintenance of such action or proceeding in any such court.


 


Section
9.           Headings. The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning hereof.


 


Section
10.         Effect of Amendment. Except as expressly set forth herein, (i)
this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and
remedies of the Lenders, the Administrative Agent or the Collateral Agent, in each case under the Credit Agreement or any other
Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Credit Agreement or any other Loan Document and nothing herein shall or may be construed as a novation
thereof. Except as expressly set forth herein, each and every term, condition, obligation, covenant and agreement contained in
the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full
force and effect and each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the grant of
its Liens on the Collateral made by it pursuant to the Security Documents. From and after the Amendment No. 5 Effective Date,
all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement,”
“hereunder,” “hereof” or words of like import shall, unless expressly provided otherwise, refer to the
Amended Credit Agreement. Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of such
Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Amended Credit Agreement
and that the amendment of the Credit Agreement pursuant to this Amendment shall not constitute a novation of the Credit Agreement
or any other Loan Document as in effect prior to the Amendment No. 5 Effective Date.


 


[SIGNATURE
PAGES FOLLOW]


 




    -6- 


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as
of the day and year first above written.


 





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







 


[Telesat
Amendment No. 5]


 







     


     


    

 





	 	INFOSAT
    ABLE HOLDINGS, INC.
	 	 
	 	SKYNET
    SATELLITE CORPORATION
	 	 
	 	TELESAT
    BRAZIL HOLDINGS LLC
	 	 
	 	By:
    Skynet Satellite Corporation, as sole member
	 	 
	 	TELESAT
    INTERNATIONAL, L.L.C.
	 	 
	 	By:
    Skynet Satellite Corporation, as sole member
	 	 
	 	TELESAT
    NETWORK SERVICES HOLDINGS L.L.C.
	 	 
	 	By:
    Telesat Network Services, Inc., as sole member
	 	 
	 	TELESAT
    NETWORK SERVICES, INC.
	 	 
	 	TELESAT
    SATELLITE HOLDINGS CORPORATION
	 	 
	 	TELESAT
    2016 ULC
	 	 
	 	INFOSAT
    COMMUNICATIONS GP INC.
	 	 
	 	INFOSAT
    COMMUNICATIONS LP
	 	 
	 	By:
    Infosat Communications GP Inc., its general partner







  





	 	 	 	 
	 	By:	/s/
    Christopher S. DiFrancesco
	 	 	Name:	Christopher
    S. DiFrancesco
	 	 	Title:	Secretary







 


[Telesat
Amendment No. 5]


 




     


     


    

 





	 	TELESAT
    SATELLITE GP, LLC
	 	 
	 	By:
    Telesat Canada, as sole member
	 	 
	 	TELESAT
    SATELLITE LP
	 	 
	 	By:
    Telesat Satellite GP, LLC, its general partner
	 	 
	 	By:
    Telesat Canada, as sole member







 





	 	By:	/s/
    Christopher S. DiFrancesco
	 	 	Name:	Christopher
    S. DiFrancesco
	 	 	Title:	Secretary
	 	 	 	 
	 	THE
    SPACECONNECTION, INC.
	 	 	 	 
	 	By:	/s/
    John J. Flaherty
	 	 	Name:	John
    J. Flaherty
	 	 	Title:	Director
	 	 	 	 
	 	TELESAT
    INTERNATIONAL LIMITED
	 	 	 	 
	 	By:	/s/
    Clarissa Offwood
	 	 	Name:	Clarissa
    Offwood
	 	 	Title:	Director







 


[Telesat
Amendment No. 5]


 







     


     


    

 





	 	TELESAT
    SPACE PARTICIPAÇÕES LTDA.
	 	 
	 	TELESAT
    BRASIL CAPACIDADE DE SATÉLITES LTDA.
	 	 
	 	TELESAT
    BRASIL LTDA.
	 	 
	 	TELESAT
    SERVIÇOS DE TELECOMUNICAÇÃO LTDA.







 





	 	By:	/s/
    Mauro Wajnberg
	 	 	Name:	Mauro
    Wajnberg
	 	 	Title:	Officer







 


[Telesat
Amendment No. 5]


 







     


     


    

  





	 	TELESAT (IOM) HOLDINGS LIMITED
	 	 
	 	TELESAT (IOM) LIMITED
	 	 	 
	 	By:	/s/ Ross
    Byrne
	 	 	Name: Ross Byrne
	 	 	Title:   Director




 


[Telesat
Amendment No. 5]


 




     


     


    

  


	 	TELESAT SPECTRUM GENERAL PARTNERSHIP
	 	 	 	 
	 	By:
    Telesat 2016 ULC, its partner
	 	 	 	 
	 	By:	/s/
    Christopher S. DiFrancesco
	 	 	Name:	Christopher
    S. DiFrancesco
	 	 	Title:	Secretary
	 	 	 	 
	 	By:
    Telesat Canada, its partner
	 	 	 	 
	 	By:	/s/
    Christopher S. DiFrancesco
	 	 	Name:	Christopher
    S. DiFrancesco
	 	 	Title:	Vice
    President, General Counsel and Secretary




 


[Telesat
Amendment No. 5]


 




     


     


    

  





	 	JPMORGAN
    CHASE BANK, N.A.,
	 	as
    Administrative Agent and Collateral Agent
	 	 	 
	 	By:	/s/
    Bruce S. Borden
	 	 	  Name:
    Bruce S. Borden
	 	 	  Title:
    Executive Director
	 	 	 
	 	JPMORGAN
    CHASE BANK, N.A.,
	 	as
    New Lender
	 	 	 
	 	By:	/s/
    Bruce S. Borden
	 	 	Name:
    Bruce S. Borden
	 	 	Title:
    Executive Director




 


[Telesat
Amendment No. 5]


 




     


     


    

 


EXHIBIT
A


 


Term
Consent


 


TERM
CONSENT (this “Term Consent”) to Amendment No. 5 (the “Amendment”) to the Credit Agreement,
dated as of March 28, 2012 (as amended by that certain Amendment No. 1 thereto, dated as of April 2, 2013, as further amended
by that certain Amendment No. 2 thereto, dated as of November 17, 2016, as further amended by that certain Amendment No. 3 thereto,
dated as of December 19, 2016, as further amended by that certain Amendment No. 4 thereto, dated as of February 1, 2017), by and
among TELESAT CANADA, TELESAT LLC, the Guarantors party thereto, JPMORGAN CHASE
BANK, N.A., as Administrative Agent and each lender party thereto (collectively, the “Lenders” and individually,
a “Lender”). Capitalized terms used in this Term Consent but not defined in this Term Consent have the meanings
assigned to such terms in the Amendment.


 


The
undersigned Existing Lender hereby irrevocably and unconditionally approves and consents to the Amendment and elects as follows
(check ONE option):


 


Cashless
Amendment Option


 


		☐	The
                                         undersigned Lender agrees to reprice 100% of the outstanding principal amount of such
                                         Lender’s existing Term B-4 Loans, or such lesser amount allocated to such Lender
                                         as notified by the Administrative Agent, on a cashless basis.



 


Post-Closing
Settlement Option


 


		☐	The
                                         undersigned Lender agrees that the entire amount of such Lender’s existing Term
                                         B-4 Loans will be assigned to the New Lender on the Amendment No. 5 Effective Date at
                                         a purchase price equal to the principal amount thereof plus accrued and unpaid interest
                                         thereon (it being understood that no separate Assignment and Acceptance shall be required
                                         to be executed by such Consenting Term Lender to effect such assignment) and following
                                         the Amendment No. 5 Effective Date such Consenting Term Lender shall purchase by assignment
                                         from the New Lender Term B-4 Loans in an equal principal amount as its existing Term
                                         B-4 Loans or such lesser amount allocated to such Lender as notified by the Administrative
                                         Agent.



 





	 	(Name
    of Institution)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	If
    a second signature is necessary:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 


[Telesat
Amendment No. 5]