EX-10.6






Exhibit 10.6




INDEMNITY AGREEMENT





THIS AGREEMENT is made as of October 31, 2007



BETWEEN





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 -





•, of the • of • in the Province of • (the
“Indemnitee”).



          WHEREAS 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 the
Companies (the receipt and sufficiency of which are acknowledged by 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 the 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.



     (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









 



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	 	(i)	 	acted honestly and in good faith with a view to the best
interests of such 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 to the Companies. Failure to give notice in a
timely fashion will not disentitle the Indemnitee to indemnification.




1.04 Expense Advances




          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









 



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reasonable and Expense Advances must relate to expenses anticipated within a reasonable time
of the request.




          The Indemnitee will repay to the Companies 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, 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.




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




          The Companies may not 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 but the
Companies will not be liable for any settlement negotiated without their prior written consent,
which consent will not be unreasonably withheld.




1.08 Setoff




          The Companies grant to the Indemnitee a right to setoff any amounts owing by the Companies
hereunder to the Indemnitee against any amounts that the Indemnitee may owe the Companies from time
to time.










 



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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 its subsidiaries from time to time.




1.11 Income Tax




     (1) Each payment made by 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 Companies are required by law
or the interpretations thereof by any relevant governmental authority to make such withholding or
deduction. If the Companies do not pay, cause to be paid or remit payments due hereunder free from
and clear of such taxes, then the Companies 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
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 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
Companies 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 Companies on demand by the
Indemnitee, and shall bear interest at the prime rate of Telesat Canada’s main Canadian bank plus
1% until paid by the Companies to the Indemnitee.









 



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ARTICLE 2 — GENERAL




2.01 Unconditional




          This Agreement is absolute and unconditional and the obligations of 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.




2.02 Amendments




          No amendment to this Agreement will be valid or binding unless set forth in writing and duly
executed by both 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 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 in 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




          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
Companies will use their 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.










 



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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.




2.08 Assignment




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




2.09 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:



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 Centre

66 Wellington Street West

Suite 4700

Toronto, ON M5K 1E6



Fax No.: (416) 868-0673

E-mail: rforbes@mccarthy.ca



Attention: Mr. Robert E. Forbes



and










 



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To the Indemnitee:



•




Fax No.: •

E-mail: •



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.




2.10 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.




2.11 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.




2.12 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.




(signature page follows)











 







          IN WITNESS WHEREOF the parties have executed this Agreement.




	 	 	 	 	 	 	 
	 	 	TELESAT CANADA	 	 
	 
	 	 	 	 	 	 
	 
	 	Per:  	 	 	 	[c/s]
	 
	 	 	 	 	 
	 
	 	 	 	Authorized Officer	 	 
	 
	 	 	 	 	 	 
	 	 	TELESAT HOLDINGS INC.	 	 
	 
	 	 	 	 	 	 
	 
	 	Per:	 	 	 	 
	 
	 	 	 	 	 
	 
	 	 	 	Authorized Officer	 	[c/s]
	 
	 	 	 	 	 	 
	 	 	TELESAT INTERCO INC.	 	 
	 
	 	 	 	 	 	 
	 
	 	Per:	 	 	 	 
	 
	 	 	 	 	 
	 
	 	 	 	Authorized Officer	 	[c/s]
	 
	 	 	 	 	 	 
	SIGNED, SEALED AND DELIVERED
	 	)	 	 	 	 
	in the presence of:
	 	)	 	 	 	 
	 
	 	)	 	 	 	 
	 
	 	)	 	 	 	 
	 
	 	 	 	 	 
	Witness
	 	)	 	Name