Exhibit 10.1
AMENDMENT NO. 1 TO ASSET TRANSFER AGREEMENT
AMENDMENT NO. 1 TO ASSET TRANSFER AGREEMENT, dated as of September 24, 2007
(this "Amendment"), by and among 4363205 Canada Inc., a Canadian corporation
("Holdco"), Loral Skynet Corporation, a Delaware corporation ("Skynet"), and
Loral Space & Communications Inc., a Delaware corporation (the "Parent").
Capitalized, undefined terms used herein shall have the respective meanings
ascribed to them in the Asset Transfer Agreement (as hereinafter defined).
R E C I T A L S:
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WHEREAS, on August 7, 2007, Holdco, Skynet and Parent entered into an Asset
Transfer Agreement (as amended from time to time, the "Asset Transfer
Agreement"), providing for, among other things, the transfer of the Transferred
Property by Skynet to Holdco and, in partial consideration therefor, the
assumption by Holdco of the Assumed Liabilities, all upon the terms and subject
to the conditions set forth in the Asset Transfer Agreement; and
WHEREAS, the parties hereto desire to amend the Asset Transfer Agreement as
provided herein;
NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, each intending to be legally bound, hereby
agree as follows:
SECTION 1.
AMENDMENTS TO ASSET TRANSFER AGREEMENT
1.1. Section 1.1.
(a) Section 1.1 of the Asset Transfer Agreement is hereby amended by
deleting clause (j) of the definition of "Excluded Liabilities" therein in
its entirety and inserting the following in lieu thereof:
"(j) [reserved];"
(b) Section 1.1 of the Asset Transfer Agreement is hereby amended by
deleting the definition of "Note Repayment Costs" therein in its entirety
and inserting the following in lieu thereof:
"`Note Repayment Costs" means any and all obligations of Skynet or any
of its Affiliates to pay interest on the Senior Notes or the Redemption
Facility and/or any prepayment or redemption premiums, penalties or other
Obligations associated with the Senior Notes or the Redemption Facility at
any given time, provided that, for the avoidance of doubt, Note Repayment
Costs shall not include the obligation of Skynet or any of its Affiliates
(other than Holdco as provided herein) to pay any principal amount
outstanding under the Senior Notes;"
1.2. Section 2.5(a)(ii). Section 2.5(a)(ii) of the Asset Transfer Agreement
is hereby amended by deleting it in its entirety and inserting the following in
lieu thereof:
"(ii) assume the obligation to pay the principal amount of the Senior
Notes or Redemption Facility, whichever is then outstanding as of the
Closing; and"
1.3. Section 2.6(a)(ii). Section 2.6(a)(ii) of the Asset Transfer Agreement
is hereby amended by deleting it in its entirety and inserting the following in
lieu thereof:
"(ii) the principal amount of the Redemption Facility outstanding
immediately prior to the Closing translated into C$ at the Agreed Exchange
Rate (being C$164,118,727.50 if $141,050,000 is the principal amount
outstanding immediately prior to the Closing); and"
SECTION 2.
MISCELLANEOUS
2.1. Full Force and Effect. Except as expressly modified by this Amendment,
all of the terms, covenants, agreements, conditions and other provisions of the
Asset Transfer Agreement shall remain in full force and effect in accordance
with their respective terms. As used in the Asset Transfer Agreement, the terms
"this Agreement," "herein," "hereinafter," "hereunder," "hereto" and words of
similar import shall mean and refer to, from and after the date hereof, unless
the context otherwise requires, the Asset Transfer Agreement as amended by this
Amendment.
2.2. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and performed in such State.
2.3. Counterparts. This Amendment may be executed in any number of
counterparts, each such counterpart being deemed to be an original instrument,
and all such counterparts shall together constitute the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Asset Transfer Agreement to be duly executed as of the date first written above.
4363205 CANADA INC.
By: /s/ Derek Murphy
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Name: Derek Murphy
Title: Vice-Chairman
By: /s/ Richard P. Mastoloni
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Name: Richard P. Mastoloni
Title: Vice President
LORAL SKYNET CORPORATION
By: /s/ Janet T. Yeung
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Name: Janet T. Yeung
Title: Vice President and Assistant Secretary
LORAL SPACE & COMMUNICATIONS INC.
By: /s/ Janet T. Yeung
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Name: Janet T. Yeung
Title: Vice President, Deputy General Counsel
and Assistant Secretary
ACKNOWLEDGED AND AGREED:
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PUBLIC SECTOR PENSION
INVESTMENT BOARD
By:/s/ Derek Murphy By: /s/ Stephanie Lachance
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Name: Derek Murphy Name: Stephanie Lachance
Title: First Vice-President, Private Equity Title: Corporate Secretary