Exhibit 3.5
Telesat Canada
160 Elgin Street, Suite 2100
Ottawa, Ontario, Canada K2P 2P7
March 8, 2021
VIA EMAIL
Loral Space & Communications Inc.
600 Fifth Avenue
New York, N.Y.
Attn: Avi Katz
Email: Avi.Katz@HQ.Loral.com
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
Attn: Maurice M. Lefkort
Email: mlefkort@willkie.com
c/o 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
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attn: Douglas Warner
Email: doug.warner@weil.com
Re: Form of Canadian LP Partnership Agreement
Ladies and Gentlemen:
Reference is made to that certain Transaction Agreement and Plan of Merger, dated as of November 23, 2020 (the “Transaction Agreement”) entered into by Loral Space & Communications Inc. and Telesat Corporation with Telesat Canada, Telesat Partnership LP, Telesat CanHold Corporation Lion Combination Sub Corporation, Public Sector Pension Investment Board and Red Isle Private Investments Inc. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Transaction Agreement.
The parties hereto agree that Exhibit J (Form of Canadian LP Partnership Agreement) of the Transaction Agreement is hereby amended and restated in its entirety as set forth in Exhibit A attached hereto, which includes only such changes to Exhibit J as are set forth in Exhibit B attached hereto, and all references to the Partnership Agreement in the Transaction Agreement shall be deemed to refer to Exhibit A attached hereto. This letter agreement and the amended and restated Exhibit J have been approved by the Leo Special Committee.
Sections 12.4, 12.5, 12.8, 12.9, 12.10, 12.12, 12.13 and 12.15 of the Transaction Agreement are incorporated by reference into this letter agreement, mutatis mutandis.
[Remainder of page intentionally left blank]
| | Very truly yours, |
| | |
| | TELESAT CANADA |
| | |
| | By: | /s/ Christopher S. DiFrancesco |
| | Name: | Christopher S. DiFrancesco |
| | Title: | Vice President, General Counsel and Secretary |
| | |
| | TELESAT CORPORATION |
| | |
| | By: | /s/ Christopher S. DiFrancesco |
| | Name: | Christopher S. DiFrancesco |
| | Title: | Vice President, General Counsel and Secretary |
| | |
| | TELESAT PARTNERSHIP LP |
| | By its General Partner, TELESAT CORPORATION |
| | |
| | By: | /s/ Christopher S. DiFrancesco |
| | Name: | Christopher S. DiFrancesco |
| | Title: | Vice President, General Counsel and Secretary |
| | |
| | TELESAT CANHOLD CORPORATION |
| | |
| | By: | /s/ Christopher S. DiFrancesco |
| | Name: | Christopher S. DiFrancesco |
| | Title: | Vice President, General Counsel and Secretary |
[Signature Page to Letter Agreement]
| Agreed and Acknowledged, | |
| | |
| LION COMBINATION SUB CORPORATION | |
| | |
| By: | /s/ Avi Katz | |
| Name: | Avi Katz | |
| Title: | President and Secretary | |
| | |
| LORAL SPACE & COMMUNICATIONS INC. | |
| | |
| By: | /s/ Avi Katz | |
| Name: | Avi Katz | |
| Title: | President, General Counsel and Secretary | |
[Signature Page to Letter Agreement]
| Agreed and Acknowledged, | |
| | |
| PUBLIC SECTOR PENSION INVESTMENT BOARD | |
| | |
| By: | /s/ Guthrie Stewart | |
| Name: | Guthrie Stewart | |
| Title: | Authorized Signatory | |
| | |
| By: | /s/ David Morin | |
| Name: | David Morin | |
| Title: | Authorized Signatory | |
| | |
| RED ISLE PRIVATE INVESTMENTS INC. | |
| | |
| By: | /s/ Guthrie Stewart | |
| Name: | Guthrie Stewart | |
| Title: | Authorized Signatory | |
| | |
| By: | /s/ David Morin | |
| Name: | David Morin | |
| Title: | Authorized Signatory | |
[Signature Page to Letter Agreement]
| Agreed and Acknowledged, | |
| | |
| 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 | |
[Signature Page to Letter Agreement]
| MHR INSTITUTIONAL PARTNERS II LP | |
| By: | MHR Institutional Advisors II LLC, its General Partner | |
| | |
| By: | /s/ Janet Yeung | |
| Name: | Janet Yeung | |
| Title: | Authorized Signatory | |
| | |
| 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 | |
[Signature Page to Letter Agreement]
| MHR CAPITAL PARTNERS MASTER ACCOUNT LP | |
| By: | MHR Advisors LLC, its General Partner | |
| | |
| By: | /s/ Janet Yeung | |
| Name: | Janet Yeung | |
| Title: | Authorized Signatory | |
| | |
| MHR CAPITAL PARTNERS (100) LP | |
| By: | MHR Advisors LLC, its General Partner | |
| | |
| By: | /s/ Janet Yeung | |
| Name: | Janet Yeung | |
| Title: | Authorized Signatory | |
[Signature Page to Letter Agreement]
Exhibit A
[See attached]
Exhibit B
[See attached]
