HAND AND US,
SOLELY IN OUR CAPACITY AS AN ADVISOR UNDER THIS AGREEMENT, ON THE OTHER HAND IN
CONNECTION WITH THE TRANSACTIONS TO WHICH SUCH INDEMNIFICATION, CONTRIBUTION OR
REIMBURSEMENT IS SOUGHT, OR (II) IF (BUT ONLY IF) THE ALLOCATION PROVIDED BY
CLAUSE (I) ABOVE IS NOT PERMITTED BY APPLICABLE LAW, IN SUCH PROPORTION AS IS
APPROPRIATE TO REFLECT NOT ONLY THE RELATIVE BENEFITS REFERRED TO IN CLAUSE (I)
BUT ALSO THE RELATIVE FAULT OF PANAMSAT ON THE ONE HAND AND US ON THE OTHER, AS
WELL AS ANY OTHER RELEVANT EQUITABLE CONSIDERATIONS; PROVIDED, HOWEVER, THAT IN
NO EVENT SHALL OUR AGGREGATE CONTRIBUTION HEREUNDER EXCEED THE AMOUNT OF FEES
ACTUALLY RECEIVED BY US IN RESPECT OF THE TRANSACTION AT ISSUE PURSUANT TO THIS
AGREEMENT.
THE AMOUNT PAID OR PAYABLE BY A PARTY AS A RESULT OF THE LOSSES,
CLAIMS, DAMAGES AND LIABILITIES REFERRED TO ABOVE WILL BE DEEMED TO INCLUDE ANY
LEGAL OR OTHER FEES OR EXPENSES REASONABLY INCURRED IN DEFENDING ANY ACTION OR
CLAIM.
THE COMPANY AND WE AGREE THAT IT WOULD NOT BE JUST AND EQUITABLE IF
CONTRIBUTION PURSUANT TO THIS
3
PARAGRAPH WERE DETERMINED BY PRO RATA ALLOCATION OR BY ANY OTHER METHOD WHICH
DOES NOT TAKE INTO ACCOUNT THE EQUITABLE CONSIDERATIONS REFERRED TO IN THIS
PARAGRAPH.
THE INDEMNITY, CONTRIBUTION AND EXPENSE REIMBURSEMENT OBLIGATIONS
THAT THE COMPANY HAS UNDER THIS LETTER SHALL BE IN ADDITION TO ANY THE COMPANY
OR PANAMSAT MAY HAVE, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS LETTER,
SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
6.
ANY ADVICE OR OPINIONS PROVIDED BY US MAY NOT BE DISCLOSED OR
REFERRED TO PUBLICLY OR TO ANY THIRD PARTY (OTHER THAN PANAMSAT'S LEGAL, TAX,
FINANCIAL OR OTHER ADVISORS), EXCEPT IN ACCORDANCE WITH OUR PRIOR WRITTEN
CONSENT.
7.
WE SHALL ACT AS AN INDEPENDENT CONTRACTOR, WITH DUTIES SOLELY
TO PANAMSAT.
THE PROVISIONS HEREOF SHALL INURE TO THE BENEFIT OF AND SHALL BE
BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, IS INTENDED TO CONFER ON ANY
PERSON OTHER THAN THE PARTIES HERETO OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS,
AND, TO THE EXTENT EXPRESSLY SET FORTH HEREIN, THE INDEMNIFIED PARTIES, ANY
RIGHTS OR REMEDIES UNDER OR BY REASON OF THIS AGREEMENT.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE PARTIES ACKNOWLEDGE THAT NOTHING IN THIS
AGREEMENT, EXPRESSED OR IMPLIED, IS INTENDED TO CONFER ON ANY PRESENT OR FUTURE
HOLDERS OF ANY SECURITIES OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES, OR
ANY PRESENT OR FUTURE CREDITOR OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES,
ANY RIGHTS OR REMEDIES UNDER OR BY REASON OF THIS AGREEMENT OR ANY PERFORMANCE
HEREUNDER.
8.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
9.
THIS AGREEMENT SHALL CONTINUE IN EFFECT FROM YEAR TO YEAR
UNLESS AMENDED OR TERMINATED BY MUTUAL CONSENT.
10.
EACH PARTY HERETO REPRESENTS AND WARRANTS THAT THE EXECUTION AND
DELIVERY OF THIS AGREEMENT BY SUCH PARTY HAS BEEN DULY