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Exhibit
10.6
ACKNOWLEDGEMENT AND
INDEMNITY AGREEMENT
THIS AGREEMENT is made as of
October 31, 2007
BETWEEN
Loral Space &
Communications Inc., a corporation incorporated under the laws of
the State of Delaware (the “Indemnitor”
),
- and -
Telesat Canada, Telesat
Holdings Inc. and Telesat Interco Inc., corporations incorporated
or amalgamated under the laws of Canada (the
“Companies” ),
- and -
McCARTHY TÉTRAULT LLP,
Barristers and Solicitors, and its individual partners together
with all employees thereof (collectively, “MT”
).
WHEREAS the Indemnitor has a
material interest in the Companies;
AND WHEREAS the Indemnitor
and the Companies have requested Hank Intven (the
“Appointee” ) to serve as a director or officer
of the Companies;
AND WHEREAS the Indemnitor
and the Companies wish to provide MT with the indemnification and
further assurances contained herein;
NOW THEREFORE, in
consideration of the sum of $1.00 now paid by MT to each of the
Indemnitor and the Companies (the receipt and sufficiency of which
are acknowledged by the Indemnitor and the Companies) and the
premises and the covenants and agreements contained herein, the
parties agree as follows:
ARTICLE 1 -
ACKNOWLEDGEMENT AND AGREEMENT
| 1.01 |
Appointee Acts in Personal Capacity |
In acting as a director or
officer of the Companies, Appointee will be acting in his personal
capacity and not in respect of the provision of any legal services
to the Companies by MT. MT will not owe any duty to the Indemnitor
or to the Companies by virtue of the Appointee acting as a director
or officer of the Companies.
MT is charging no legal fees
to the Companies in respect of Appointee so acting and any
director’s or officer’s fee or other director’s
or officer’s compensation paid to Appointee will not be
surrendered to MT as a legal fee but will be retained by Appointee
personally.
If the Indemnitor or the
Companies wish to obtain legal advice in respect of any matter,
they may retain MT to do so and Appointee may act as legal counsel
with respect thereto, however any such action by Appointee would
not be in his capacity as a director or officer but as legal
counsel and MT would render an account to the Indemnitor or the
Companies on that basis.
Notwithstanding that the
Appointee is a director or officer of the Companies, MT may accept
engagements from clients on matters that may be adverse to the
Indemnitor and/or the Companies and all conflict of interest issues
arising by virtue of the Appointee acting as a director or officer
of the Companies are waived by the Indemnitor and the Companies;
provided, however, that (a) MT will not act for another client
on any matter that is directly adverse to the immediate interests
of either the Indemnitor or the Companies if the matter is
substantially related to any matter in which MT is representing
either the Indemnitor or the Companies; (b) MT will not bring
action in any court of law against any of the Companies or against
the Indemnitor while MT is acting on any matter for any of the
Companies or the Indemnitor; and (c) MT will ensure that the
Appointee will not be involved in such representation of any other
client against the interests of either the Indemnitor or the
Companies.
ARTICLE 2 - INDEMNITY
AND NO LIABILITY
The Companies will severally,
in respect of liability related to acting as a director or officer
of each such Company, and jointly and severally, with respect to a
Company and its direct or indirect subsidiaries in respect of
liability related to acting as a director or officer of a direct or
indirect subsidiary of a Company, indemnify and save harmless MT
from and against all losses, costs, charges, damages, expenses,
awards, settlements, liabilities, fines, penalties, demands and
causes of action of whatever kind including all legal fees and
costs on a solicitor and client basis and other reasonable
professional fees (collectively, the “Claims” )
to the fullest extent permitted by law regardless of when they
arose and howsoever arising, that MT sustains, incurs or may be
subject to and which MT would not have sustained, incurred or be
subjected to if the Appointee had not accepted the
Indemnitor’s and the Companies’ request to act as a
director or officer of the Companies, regardless of whether such
Claims are occasioned by the negligence or wilful default of
Appointee or otherwise. In the event that, for any reason
whatsoever, the Companies do not fully and completely indemnify MT
in accordance with the terms of this Agreement within 120 days of
demand being made by MT of the Companies, the Indemnitor shall
itself on demand indemnify MT to the extent MT has not been fully
indemnified by the Companies.
MT will not be liable to the
Indemnitor or the Companies for any Claims sustained or incurred by
the Indemnitor or the Companies that would not have been sustained
or incurred if the Appointee had not accepted the
Indemnitor’s and the Companies’ request to act as a
director or officer of the Companies, regardless of when they arose
and howsoever arising, including Claims which are occasioned by the
negligence or wilful default of Appointee or otherwise.
Page 2 of 8
For the avoidance of doubt,
the general indemnity and exclusion of liability contained in
Sections 2.01 and 2.02 will not apply to any legal advice that
Appointee provides to the Indemnitor or the Companies as
contemplated by Section 0, provided that MT charged the Indemnitor
or the Companies and was paid for such advice.
Without limiting the
generality of the provisions of Section 2.01 or 2.02, the
parties acknowledge that the scope of the Claims to which the
indemnity and exclusion of liability provided in such Sections
apply includes all Claims that relate to or arise from statutory
liability imposed on Appointee as a director or officer of the
Companies.
Each payment made by the
Indemnitor or the Companies to MT pursuant to this Agreement will
be made without setoff, counterclaim or reduction for, and free
from and clear of, and without deduction for or because of, any and
all present or future taxes imposed, levied, collected, assessed or
withheld by or within any taxing jurisdiction, unless the
Indemnitor or the Companies, as applicable, is required by law or
the interpretations thereof by any relevant governmental authority
to make such withholding or deduction. If the Indemnitor or the
Companies do not pay, cause to be paid or remit payments due
hereunder free from and clear of such taxes, then the Indemnitor or
the Companies, as applicable, will forthwith pay MT such additional
amounts (the “Tax Indemnity
Amounts”
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