UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   June 30, 2009

Loral Space & Communications Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 1-14180 87-0748324
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
600 Third Avenue, New York, New York   10016
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   (212) 697-1105

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Top of the Form

Item 8.01 Other Events.

On June 30, 2009, Loral Space & Communications Inc. (the "Company" or "Loral") entered into a letter agreement (the "Agreement") with MHR Capital Partners Master Account LP, MHR Capital Partners (100) LP, MHR Institutional Partners LP, MHRA LP, MHRM LP, MHR Institutional Partners II LP, MHR Institutional Partners IIA LP, and MHR Institutional Partners III LP (collectively the "MHR Funds"). Pursuant to the Agreement, the MHR Funds deferred the Company’s obligations under that certain Amended and Restated Registration Rights Agreement, dated December 23, 2008, by and among the Company and the MHR Funds, with respect to the listing of the Company’s non-voting common stock on the NASDAQ Global Select Market, pending receipt of written notice from the MHR Funds, whereupon Loral has agreed to use its reasonable efforts to cause the non-voting common stock to be listed on the NASDAQ Global Select Market or such other securities exchange on which Loral common stock is then listed.

The foregoing discussion is qualified in its entirety by reference to the Agreement, a copy of which is attached to this Form 8-K as Exhibit 99.1, and is incorporated in this item by reference.





Item 9.01 Financial Statements and Exhibits.

99.1 Letter Agreement, dated as of June 30, 2009, by and among Loral Space & Communications Inc, MHR Capital Partners Master Account LP, MHR Capital Partners (100) LP, MHR Institutional Partners LP, MHRA LP, MHRM LP, MHR Institutional Partners II LP, MHR Institutional Partners IIA LP and MHR Institutional Partners III LP.






Top of the Form

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Loral Space & Communications Inc.
          
June 30, 2009   By:   Avi Katz
       
        Name: Avi Katz
        Title: Senior Vice President, General Counsel and Secretary


Top of the Form

Exhibit Index


     
Exhibit No.   Description

 
99.1
  Letter Agreement, dated as of June 30, 2009, by and among Loral Space & Communications Inc, MHR Capital Partners Master Account LP, MHR Capital Partners (100) LP, MHR Institutional Partners LP, MHRA LP, MHRM LP, MHR Institutional Partners II LP, MHR Institutional Partners IIA LP and MHR Institutional Partners III LP.

[Loral Space & Communications Inc. Letterhead]

June 30, 2009

Holders Named on the Signature Pages hereof
c/o MHR Fund Management LLC
40 West 57th Street, 24th Floor
New York, NY 10019
Attention: Hal Goldstein, Managing Principal

Re: Amended and Restated Registration Rights Agreement, dated December 23, 2008

    Dear Mr. Goldstein:

Reference is made to that certain Amended and Restated Registration Rights Agreement, dated December 23, 2008 (the “ Registration Rights Agreement ”), by and among Loral Space & Communications Inc., a Delaware corporation (“ Loral ”), and the persons listed on the signature pages thereto (collectively, the “ MHR Holders ”). Capitalized terms used herein without definition are used as defined in the Registration Rights Agreement.

Whereas, the Registration Rights Agreement, including Section 6.1(o) thereof, requires Loral, whenever it is required to register Registrable Securities pursuant thereto, to use its reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange on which securities of the same class or series issued by Loral are then listed;

Whereas, Loral has filed a Shelf Registration Statement on Form S-3 (File Number 333-159656) to register the shares of Non-Voting Common Stock, as well as certain other shares of Loral common stock, held by certain of the MHR Holders; and

Whereas, Loral has requested that the MHR Holders waive Loral’s obligation pursuant to Section 6.1(o) to use its reasonable efforts to cause the Non-Voting Common Stock to be listed on the NASDAQ Global Select Market.

In consideration of the foregoing, the parties agree with each other as follows:

Each of the MHR Holders hereby consents, pursuant to Section 10.3 of the Registration Rights Agreement, to waive at this time and as provided herein, the provisions of Section 6.1(o) of the Registration Rights Agreement with respect to any shares of Non-Voting Common Stock held by them (the “ Waiver ”). The Waiver shall automatically lapse and be of no further force or effect, and Loral shall once again be required to comply with Section 6.1(o) of the Registration Rights Agreement, following written notice from any MHR Holder holding shares of Non-Voting Common Stock that it terminates the Waiver and desires for Loral to use its reasonable efforts to cause the Non-Voting Common Stock to be listed on the NASDAQ Global Select Market or such other securities exchange on which securities of the same class or series issued by Loral are then listed, which notice may be given any time following the date of this letter agreement.

Loral acknowledges and agrees that the MHR Holders and certain of their affiliates may be subject to certain disclosure obligations with respect to the matters contained in this letter agreement, pursuant to applicable law, regulation, rule, stock exchange requirement, self-regulatory body, supervisory authority, other applicable judicial or governmental order, legal process or otherwise (including, without limitation, any fiduciary or similar duties) (collectively, “ Applicable Law ”) and that the Holders and their affiliates may disclose the existence and contents of this letter agreement in connection with any such Applicable Law.

Loral acknowledges and agrees that all reasonable legal fees and expenses incurred by the MHR Holders in connection with the preparation, negotiation, execution and disclosure of this letter agreement are reimbursable to the MHR Holders pursuant to clause (viii) of Article VIII of the Registration Rights Agreement.

Except as expressly set forth herein, the Registration Rights Agreement is unmodified and remains in full force and effect. Except as expressly set forth herein, execution of this letter agreement by the MHR Holders and Loral does not and shall not constitute a waiver of any term or other provision of the Registration Rights Agreement.

This letter agreement shall be construed in accordance with the laws of the State of New York, without regard to principles of conflict of law.

[signature pages follow]

1

IN WITNESS WHEREOF, the undersigned has executed this letter agreement as of this 30th day of June 2009.

      LORAL SPACE & COMMUNICATIONS INC.

      By: /s/ Avi Katz

    Name: Avi Katz

Title: Senior Vice President, General Counsel

and Secretary

Accepted and Agreed:

    MHR CAPITAL PARTNERS MASTER ACCOUNT LP

    By: MHR Advisors LLC, its General Partner

    By: /s/ Hal Goldstein  

Name: Hal Goldstein
Title: Vice President

    MHR CAPITAL PARTNERS (100) LP

    By: MHR Advisors LLC, its General Partner

    By: /s/ Hal Goldstein  

Name: Hal Goldstein
Title: Vice President

    MHR INSTITUTIONAL PARTNERS LP

    By: MHR Institutional Advisors LLC, its General Partner

    By: /s/ Hal Goldstein  

Name: Hal Goldstein
Title: Vice President

2

    MHRA LP

    By: MHR Institutional Advisors LLC, its General Partner

    By: /s/ Hal Goldstein  

Name: Hal Goldstein
Title: Vice President

MHRM LP

    By: MHR Institutional Advisors LLC, its General Partner

    By: /s/ Hal Goldstein  

Name: Hal Goldstein
Title: Vice President

    MHR INSTITUTIONAL PARTNERS II LP

    By: MHR Institutional Advisors II LLC, its General Partner

    By: /s/ Hal Goldstein  

Name: Hal Goldstein
Title: Vice President

MHR INSTITUTIONAL PARTNERS IIA LP

    By: MHR Institutional Advisors II LLC, its General Partner

    By: /s/ Hal Goldstein  

Name: Hal Goldstein
Title: Vice President

    MHR INSTITUTIONAL PARTNERS III LP

    By: MHR Institutional Advisors III LLC, its General Partner

    By: /s/ Hal Goldstein  

Name: Hal Goldstein
Title: Vice President

3