Indemnity Agreement,dated as of October 31,2007



 Exhibit 10.5 
 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 (individually, a
“Company” and collectively, the “Companies”), 
 - and - 
 Henry Gerard (Hank) Intven, of the City of Toronto in the Province of Ontario (the “Indemnitee”). 
 WHEREAS the Indemnitor has a material interest in the Companies; 
 AND WHEREAS the Indemnitor and the Companies have requested the Indemnitee to serve as a director or officer of the Companies and he has consented to so act provided this Agreement is entered into; 
 NOW THEREFORE, in consideration of the sum of $1.00 now paid by the Indemnitee 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 - INDEMNITY AND LIMITATION OF LIABILITY 
  

	1.01	General Indemnity 

 (1) Subject to
Section 1.01(2), 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 (individually, a “Subsidiary” and collectively, the “Subsidiaries”) of such Company, indemnify and save harmless the Indemnitee
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 full extent permitted by law regardless of when they arose and howsoever arising, that the Indemnitee sustains, incurs or may be subject to and which the Indemnitee would not









 
have sustained, incurred or be subjected to if the Indemnitee had not accepted the Companies’ request to act as a director or officer of the
Companies. In the event that, for any reason whatsoever, the Companies do not fully and completely indemnify the Indemnitee in accordance with the terms of this Agreement, including without limitation the provisions of this Section 1.01,
1.05 or 1.06, within 120 days of demand by the Indemnitee on the Companies, the Indemnitor shall itself indemnify the Indemnitee to the extent the Indemnitee has not been fully indemnified by the Companies. In such event, the Indemnitor shall become
subrogated to the rights of the Indemnitee with respect to the right to be compensated with respect to the obligations of the Companies pursuant to this Indemnity. 
 (2) The indemnity provided in Section 1.01(1) will not apply unless in connection with the matter in respect of a Company or in respect of a Subsidiary which gave rise to Claims for which indemnification is
sought, the Indemnitee 
  

	 	(i)	acted honestly and in good faith with a view to the best interests of the Company or such Subsidiary; and 

  

	 	(ii)	in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnitee had reasonable grounds for believing that his conduct was
lawful. 

 (3) To the extent that a change of relevant law, whether by statute or judicial decision, permits greater
indemnification than that afforded by Section 1.01(1), as limited by Section 1.01(2), it is the intent of the parties hereto that the Indemnitee shall enjoy under this Agreement the benefits afforded by any such change. 
 (4) The indemnity provided in Section 1.01(1) will also not apply to any proceeding initiated by the Indemnitee against any of the Companies unless
it is brought to establish or enforce any right under this Indemnity Agreement. 
  

	1.02	Presumptions/Knowledge 

 (1) For purposes of
any determination hereunder the Indemnitee will be deemed, subject to compelling evidence to the contrary, to have acted in good faith and/or in the best interests of the relevant Company. The relevant Company will have the burden of establishing
the absence of good faith. 
 (2) The knowledge and/or actions, or failure to act, of any other director, officer, agent or employee of the
relevant Company or any other entity will not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. 
  

	1.03	Notice by Indemnitee 

 As soon as is
practicable, upon the Indemnitee becoming aware of any proceeding which may give rise to indemnification under this Agreement other than a proceeding commenced by one of the Companies, the Indemnitee will give written notice 

  

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to the Companies and to the Indemnitor. Failure to give notice in a timely fashion will not disentitle the Indemnitee to indemnification. 
  

	1.04	Expense Advances 

 (1) The Companies will,
upon request by the Indemnitee, make advances (“Expense Advances”) to the Indemnitee of all amounts for which the Indemnitee seeks indemnification under this Agreement before the final disposition of the relevant proceeding. Expense
Advances may include anticipated expenses. In connection with such requests, the Indemnitee will provide the Companies with a written affirmation of the Indemnitee’s good faith belief that the Indemnitee is legally entitled to indemnification,
along with sufficient particulars of the expenses to be covered by the proposed Expense Advance to enable the Companies to make an assessment of its reasonableness. The Indemnitee’s entitlement to such Expense Advance will include those
expenses incurred in connection with proceedings by the Indemnitee against the Companies seeking an adjudication or award pursuant to this Agreement. The Companies will make payment to the Indemnitee within 10 days after the Companies have received
the foregoing information from the Indemnitee. All expenses for which indemnification is sought must be reasonable and Expense Advances must relate to expenses anticipated within a reasonable time of the request. 
 (2) To the extent the Companies do not provide Expense Advances to the Indemnitee as required by this Section 1.04 within 120 days of demand by the
Indemnitee on the Companies, the Indemnitor shall be responsible to the Indemnitee, on demand from the Indemnitee, for providing such Expense Advances on the terms of this Section 1.04. 
 (3) The Indemnitee will repay to the Companies, or if provided by the Indemnitor, to the Indemnitor, all Expense Advances not actually required, and all
Expense Advances if and to the extent that it is finally determined by a court of competent jurisdiction that the Indemnitee is not entitled to indemnification under this Agreement. If requested by the Companies or the Indemnitor, the Indemnitee
will provide a written undertaking to the Companies confirming the Indemnitee’s obligations under the preceding sentence as a condition to receiving an Expense Advance. 
  

	1.05	Indemnification Payments 

 With the exception
of Expense Advances which are governed by Section 1.04, the Companies will pay to the Indemnitee any amounts to which the Indemnitee is entitled hereunder promptly upon the Indemnitee providing the Companies with reasonable details of the
Claim. The Companies will, forthwith after any request for payment to or for an Indemnitee, seek any court approval that may be required to permit payment. The Companies will not be required to pay any amounts under this Section 1.05 to an
Indemnitee if a court of competent jurisdiction has finally determined that such Indemnitee is not entitled to indemnification. 
  

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	1.06	Right to Independent Legal Counsel 

 If the
Indemnitee is named as a party or a witness to any proceeding, or the Indemnitee is questioned or any of his or her actions, omissions or activities are in any way investigated, reviewed or examined in connection with or in anticipation of any
actual or potential proceeding, the Indemnitee will be entitled to retain independent legal counsel at the Companies’ expense to act on the Indemnitee’s behalf to provide an initial assessment to the Indemnitee of the appropriate course of
action for the Indemnitee. The Indemnitee will be entitled to continued representation by independent counsel at the Companies’ expense beyond the initial assessment unless the parties agree that there is no conflict of interest between the
Companies and the Indemnitee that necessitates independent representation. 
  

	1.07	Settlement 

 Neither the Companies nor the
Indemnitor may negotiate or effect a settlement of claims against the Indemnitee without the consent of the Indemnitee, which consent will not be unreasonably withheld. The Indemnitee may negotiate and effect a settlement without the consent of the
Companies or the Indemnitor but the Companies and the Indemnitor will not be liable for any settlement negotiated without their prior written consent, which consent will not be unreasonably withheld. 
  

	1.08	Setoff 

 Each of the Indemnitor and the
Companies grants to the Indemnitee a right to setoff any amounts owing by the Indemnitor or the Companies, as applicable, hereunder to the Indemnitee against any amounts that the Indemnitee may owe the Indemnitor or the Companies, as applicable,
from time to time. 
  

	1.09	Statutory Liability 

 Without limiting the
generality of the provisions of Section 1.01, the parties acknowledge that the scope of the Claims to which the indemnity provided in such Section applies includes all Claims that relate to or arise from statutory liability imposed on the
Indemnitee as a director or officer of the Companies. 
  

	1.10	Insurance 

 Unless otherwise agreed in
writing between the parties, the Companies will purchase and maintain, or cause to be purchased and maintained, while the Indemnitee remains a director or officer of the Companies and after the Indemnitee ceases to be a director or officer of the
Companies, directors’ and officers’ errors and omissions insurance for the benefit of the Indemnitee containing such customary terms and conditions and in such amounts as are available to the Companies on reasonable commercial terms,
having regard to the nature and size of the business and operations of the Companies and their subsidiaries from time to time. In the event that the Companies do not purchase and maintain such insurance, the Indemnitor shall, upon demand by the


  

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Indemnitee, itself purchase and maintain insurance that would otherwise comply with this Section 1.04. 
  

	1.11	Income Tax 

 (1) Each payment made by the
Indemnitor or the Companies to the Indemnitee 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 the Indemnitee such additional
amounts (the “Tax Indemnity Amounts”) as may be necessary in order that the net after taxes amount of every payment made to the Indemnitee, after provision for payment of any taxes payable by the Indemnitor or the Companies and/or
the Indemnitee (including any deduction or withholding of taxes imposed, levied, collected, assessed or withheld by or within any taxing jurisdiction on or with respect to Tax Indemnity Amounts and taxes on or in respect of the receipt of Tax
Indemnity Amounts), shall be equal to the amount that the Indemnitee would have received had there been no such taxes. 
 (2) If, as a result
of any payment by the Indemnitor or the Companies pursuant to this Agreement, the Indemnitee is required to pay any taxes imposed, levied, collected, assessed or withheld by any taxing jurisdiction or if a governmental authority asserts the
imposition of such taxes, then the Indemnitor or the Companies, as applicable, will, upon demand by the Indemnitee, indemnify the Indemnitee for the imposition or payment of any such taxes, whether or not such taxes are correctly or legally
asserted, and for any taxes on such indemnity payments, in each case, together with any interest, penalties and expenses in connection therewith. All such amounts shall be payable by the Indemnitor or the Companies, as applicable, on demand by the
Indemnitee, and shall bear interest at the prime rate from time to time in effect of Telesat Canada’s main Canadian bank plus 1% until paid by the Indemnitor or the Companies, as applicable, to the Indemnitee. 
 ARTICLE 2 - GENERAL 
  

	2.01	Unconditional 

 This Agreement is absolute
and unconditional and the obligations of the Indemnitor and the Companies will not be affected, discharged, impaired, mitigated or released by (a) any extension of time, indulgence or modification that the Indemnitee may extend or make with any
person making any Claim against the Indemnitee in connection with the Companies or as a director or officer of the Companies or (b) the discharge or release of the Indemnitee in any bankruptcy, insolvency, receivership or other proceedings of
creditors. 
  

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	2.02	Amendments 

 No amendment to this Agreement
will be valid or binding unless set forth in writing and duly executed by all of the parties. 
  

	2.03	Termination 

 (1) Nothing in this Agreement
will prevent the Indemnitee from resigning as a director or officer of the Companies at any time. 
 (2) The obligations of the Indemnitor
and the Companies under this Agreement will continue until the later of (a) 15 years after the Indemnitee ceases to be a director or officer of the Companies and (b) one year after the final termination of all proceedings commenced within
such 15-year period with respect to which the Indemnitee is entitled to claim indemnification hereunder. 
  

	2.04	Governing Law 

 This Agreement is governed by
and will be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. 
  

	2.05	Further Assurances 

 Each of the Indemnitor
and the Companies will from time to time execute and deliver all such further documents and instruments and do all acts and things as the Indemnitee may reasonably require to effectively carry out or better evidence or perfect the full intent and
meaning of this Agreement. The Indemnitor and the Companies will each use its best efforts to obtain any approval of a court required by law for the indemnification of, and the advance of moneys to, the Indemnitee in accordance with this Agreement
in respect of an action by or on behalf of the Companies to procure a judgment in their favour to which the Indemnitee is made a party. 
  

	2.06	Severability 

 Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction will not invalidate the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any
other jurisdiction. 
  

	2.07	Benefit of the Agreement 

 This Agreement
will enure to the benefit of and be binding upon the respective heirs, executors, administrators, other legal representatives, successors and permitted assigns of the parties. 
  

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	2.08	Independent Legal Advice 

 The Indemnitor and
the Companies acknowledge that they have been advised by the Indemnitee to obtain independent legal advice with respect to entering into this Agreement, that they have obtained such independent legal advice or have expressly waived such advice, and
that they are entering into this Agreement with full knowledge of the contents hereof, of their own free will and with full capacity and authority to do so. 
  

	2.09	Assignment 

 This Agreement may not be
assigned by the Indemnitor or the Companies without the written consent of the Indemnitee. 
  

	2.10	Notices 

 Any demand, notice or other
communication to be given in connection with this Agreement must be given in writing and will be given by personal delivery or by electronic means of communication addressed to the recipient as follows: 
 To the Indemnitor: 
 Loral Space &
Communications Inc. 
 600 Third Avenue 
 New York, NY 10016 
  

			
	 Fax No.:
	  	(212) 338-5320
	 E-mail:
	  	akatz@hq.loral.com
		
	 Attention:
	  	Mr. Avi Katz

 To the Companies: 
 Telesat Canada 
 1601 Telesat Court 
 Gloucester, ON K1B 5P4 
  

			
	 Fax No.:
	  	(613) 748-8784
	 E-mail:
	  	j.lecour@telesat.ca
		
	 Attention:
	  	Ms. Jennifer Lecour

 Telesat Holdings Inc. and Telesat Interco Inc. 
 c/o McCarthy Tétrault LLP 
 Toronto-Dominion Bank Tower 
 66 Wellington Street West 
 Suite 4700 
 Toronto, ON M5K 1E6 

 

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	 Fax No.:
	  	(416) 868-0673
	 E-mail:
	  	rforbes@mccarthy.ca
		
	 Attention:
	  	Mr. Robert Forbes

 and 
 To the Indemnitee: 
 Mr. Hank Intven 
 Toronto-Dominion Bank Tower 
 66 Wellington
Street West 
 Suite 4700 
 Toronto, ON M5K 1E6 
  

			
	 Fax No.:
	  	(416) 868-0673
	 E-mail:
	  	hintven@mccarthy.ca

 or to such other street address, individual or electronic communication number or address as may be designated by
notice given by any party to the others. Any demand, notice or other communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by electronic communication, on the day
of transmittal thereof if given during the normal business hours of the recipient and on the business day during which such normal business hours next occur if not given during such hours on any day. 
  

	2.11	Remedies Cumulative 

 The right and remedies
of the parties under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law, in equity, pursuant to contract or otherwise. No single or partial exercise by a party of any
right or remedy precludes, prejudices or otherwise affects in any manner whatsoever the exercise of any other right or remedy to which that party may be entitled. 
  

	2.12	Attornment 

 For the purpose of all legal
proceedings this Agreement will be deemed to have been performed in the Province of Ontario and the courts of the Province of Ontario will have jurisdiction to entertain any action arising under this Agreement. Each party attorns to the jurisdiction
of the courts of the Province of Ontario. 
  

	2.13	Counterparts 

 This Agreement may be executed
in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument. 
  


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 IN WITNESS WHEREOF the parties have executed this Agreement. 
  

			
	 LORAL SPACE &
 COMMUNICATIONS INC. 

		
	By:	  	/s/ Avi Katz
		  	Name: Avi Katz
		  	Authorized Officer
	
	 TELESAT CANADA 

		
	By:	  	/s/ Jennifer Lecour
		  	Name: Jennifer Lecour
		  	Authorized Officer
	
	 TELESAT HOLDINGS INC.

		
	By:	  	/s/ Jennifer Lecour
		  	Name: Jennifer Lecour
		  	Authorized Officer
	
	 TELESAT INTERCO INC. 

		
	By:	  	/s/ Jennifer Lecour
		  	Name: Jennifer Lecour
		  	Authorized Officer


  

									
	 SIGNED, SEALED AND DELIVERED 
	 	)	 		  	
	 in the presence of: 
	 	)	 		  	
		  		 	)	 		  	
	By:	  	/s/ S. Rawson	 	)	 	By:	  	/s/ Hank Intven
		  	 Witness
	 	)	 		  	HANK INTVEN

  

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