AMENDED AND RESTATED
SECURITIES PURCHASE AGREEMENT
BY AND BETWEEN
LORAL SPACE & COMMUNICATIONS INC.
AND
MHR FUND MANAGEMENT LLC
DATED: October 17, 2006
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TABLE OF CONTENTS
Page
ARTICLE 1
ARTICLE 2
Section 2.01.
Section 2.02.
Section 2.03.
ARTICLE 3
Section 3.01.
Section 3.02.
ARTICLE 4
Section 4.01.
Section 4.02.
Section 4.03.
ARTICLE 5
Section 5.01.
Section 5.02.
Section 5.03.
Section 5.04.
Section 5.05.
Section 5.06.
Section 5.07.
Section 5.08.
Section 5.09.
Section 5.10.
Section 5.11.
Section 5.12.
Section 5.13.
Section 5.14.
Section 5.15.
ARTICLE 6
Section 6.01.
Section 6.02.
Section 6.03.
Section 6.04.
Section 6.05.
Section 6.06.
Section 6.07.
Section 6.08.
Section 6.09.
Section 6.10.
Section 6.11.
Section 6.12.
Section 6.13.
Section 6.14.
Section 6.15.
Section 6.16.
Section 6.17.
Section 6.18.
Section 6.19.
Section 6.20.
DEFINITIONS
PURCHASE AND SALE OF SECURITIES; CLOSING
Authorization of Securities.
Sale and Purchase of Series A-1 Preferred Stock and Series B-1 Preferred Stock.
Closing; Delivery.
REPRESENTATIONS AND WARRANTIES
Representations and Warranties of the Corporation
Representations and Warranties of the Investors
CONDITIONS TO OBLIGATIONS
Conditions to Each Party's Obligation.
Conditions to the Obligations of the Corporation
Conditions to the Obligation of the Investors.
COVENANTS OF THE CORPORATION AND THE INVESTORS
Redemption of SkyNet 14% Notes
Authorization of Class B Non-Voting Stock.
Bring-Down Certificate
Trading
Conversion Upon Certain Transfers.
Threshold Conversion.
Contributions to SkyNet
Permitted Indebtedness
Limitations on Disposition
Investor Transfer Restriction
MHR Board Representation
MHR Voting Covenant.
Further Actions.
Authorization of Exchange Proposal.
Voting Covenant of Series A-2 Preferred Stock and Series B-2 Preferred Stock
MISCELLANEOUS
Survival of Representations and Warranties
Indemnification.
Termination
Legends.
Fees and Expenses.
Equitable Remedies.
Notices.
Entire Agreement.
Remedies Cumulative.
Governing Law.
Counterparts.
Waivers.
Successors and Assigns.
Further Assurances.
Public Announcements
Jurisdiction; Consent to Service of Process.
Amendment
Schedule 13D Filings Conclusive
Headings
Severability
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EXHIBITS
EXHIBIT A
EXHIBIT B
EXHIBIT C
EXHIBIT D
EXHIBIT E
EXHIBIT F
EXHIBIT G
EXHIBIT H
EXHIBIT I
EXHIBIT J
EXHIBIT K
EXHIBIT L
EXHIBIT M
EXHIBIT N
FORM OF SERIES A CERTIFICATE OF DESIGNATION
FORM OF SERIES B CERTIFICATE OF DESIGNATION
FORM OF AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
CORPORATION SCHEDULE OF EXCEPTIONS
[INTENTIONALLY OMITTED]
FORM OF OPINION OF WILLKIE FARR & GALLAGHER LLP
FORM OF AMENDMENT TO AMENDED AND RESTATED BYLAWS
FORM OF BRING-DOWN CERTIFICATE
FORM OF BRING-DOWN OPINION
FORM OF THRESHOLD CONVERSION NOTICE
FORM OF NOTICE OF CONFIRMATION
FORM OF NOTICE OF DISAGREEMENT
FORM OF JOINDER AGREEMENT
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SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT, dated as of October 17, 2006, as amended and
restated on February 27, 2007, by and between LORAL SPACE & COMMUNICATIONS INC.,
a Delaware corporation (the "Corporation") and MHR Fund Management LLC or any of
its permitted assignees (each an "Investor" and collectively, the "Investors")
(including all Exhibits thereto, as so amended and restated, the "Agreement").
Unless otherwise specified, all references to the date of this Agreement or the
date hereof shall be references to October 17, 2006. The amendment and
restatement of this Agreement shall not affect in any way the