Exhibit 10.22
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT ("Agreement") is entered into as of October
1, 2001 (the "Signing Date") between Xxxxxx Electronics Corporation, a
corporation organized and existing under the laws of Delaware ("Xxxxxx"), the
holder from time to time of more than 51% of the outstanding common capital
stock of Xxxxxx ("Majority Owner"), and GENERAL MOTORS ACCEPTANCE CORPORATION, a
corporation organized under the laws of Delaware ("Lender").
R E C I T A L S
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WHEREAS, Lender has entered into Revolving Credit Agreement with Xxxxxx of
approximate even date herewith to provide working capital financing to Xxxxxx
for which interest is earned and payable to Lender from time to time (the
"Credit Agreement");
WHEREAS, Lender and Xxxxxx entered into a Loan Set-Off and Security
Agreement of approximately even date herewith (the "Loan Set-Off and Security
Agreement") pursuant to which Xxxxxx granted Lender a security interest in the
Credit Balance Account to hold as collateral security for the Obligations (as
defined in the Loan Set-Off and Security Agreement);
WHEREAS, in order to induce Lender to extend credit to Xxxxxx pursuant to
the Credit Agreement, Xxxxxx and the Majority Owner have agreed to indemnify
Lender against certain claims, damages, losses, liabilities and expenses it may
incur as a result of claims that may be asserted by certain third parties
against the Credit Balance Account; and
WHEREAS, all capitalized terms not defined herein have the meanings given
to them in the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Xxxxxx, the Majority Owner and Lender
agree as follows:
1. Indemnification. Xxxxxx and the Majority Owner shall indemnify Lender,
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its affiliates, directors, officers and employees against all claims, damages,
losses, liabilities and expenses (including reasonable attorneys' fees) incurred
or suffered by Lender as a result of claims asserted against the Credit Balance
Account by either (a) shareholders of Pan Am Satellite Communications
Corporation ("PAS") other than Xxxxxx or (b) creditors of Xxxxxx who have not
specifically waived their claims (or claims made by their successors,
representatives or assignees) arising out of or otherwise related to the
distribution of funds by PAS to Xxxxxx and/or the funding by Xxxxxx of the
Credit Balance Account.
2. Assignment. This Agreement shall bind and inure to the benefit of the
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parties hereto and their respective successors and permitted assigns. No party
hereto may assign or transfer all or any part of its rights and obligations
hereunder, except that:
a. Lender may at any time assign and delegate to one or more of its
Affiliates or securitization entities administered by Lender (each an
"Assignee"), all of its rights and obligations under this Agreement.
x. Xxxxxx and the Majority Owner authorize Lender to disclose to any
Assignee or prospective Assignee any and all information in Lender's
possession concerning Xxxxxx, the Majority Owner or this Agreement.
3. Severability. Any provision of this Agreement that is prohibited by law
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is ineffective to the extent of those prohibitions, but does not invalidate the
remaining provisions of this Agreement.
4. Termination. Either party may terminate this Agreement after giving 10
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days advance written notice to the other provided all of the Obligations have
been fully and finally repaid to Lender at that time.
5. Notices. All notices, payments, requests, reports, information, demands
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and other communications which any party hereto may desire, or may be required,
to give or make to any other party hereto, shall (unless otherwise permitted as
a telephonic notice or request hereunder) be given by mailing the same, postage
prepaid, or by telex, or fax transmission, or by hand delivery or courier, to
each party at its address set forth below:
If to Lender:
General Motors Acceptance Corporation
X.X. Xxx 000
Mail Code 482-B10-B11
Xxxxxxx, Xxxxxxxx 00000-0000
Attn: Xxxxx X. Xxxxxx
With a copy to:
General Motors Acceptance Corporation
X.X. Xxx 000
Mail Code 482-B12-B11
Xxxxxxx, Xxxxxxxx 00000-0000
Attn: Xxxxx Xxxxxxxxxxx
If to Majority Owner:
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With a copy to:
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If to Xxxxxx:
Xxxxxx Electronics Corporation
X.X. Xxx 000
200 X. Xxxxxxxxx Blvd.
El Segundo, California 90245
Attn: Treasurer
or to such other address as may, from time to time, be specified in writing by
Lender, Xxxxxx or the Majority Owner. Such communications shall be deemed to
have been duly given and received in the case of a telex, when the telex is sent
and the appropriate answer-back is received, in the case of mail when sent by
pre-paid certified or registered mail correctly addressed to the addressee, in
the case of fax transmission, when transmission has been sent, in the case of
hand delivery or courier, when received. Each party hereto shall promptly
confirm by telex or fax any telephone communication made by it to another
pursuant to this Agreement but the absence of such confirmation shall not affect
the validity of such communication, which shall be effective upon receipt. If
there is any conflict between any telephonic communication and a written
confirmation, the written communication shall govern; provided, however, that
the recipient of such communication shall be held harmless by all parties hereto
with respect to any action taken in reliance on the telephonic communication
prior to the time such recipient receives and has had reasonable time to review
the subsequent written confirmation and initiate such corrective action as the
recipient deems reasonable under the circumstances.
6. GOVERNING LAW. THE INTERPRETATION, ENFORCEMENT AND EFFECT OF THIS
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AGREEMENT SHALL BE GOVERNED AND CONTROLLED IN ALL RESPECTS BY AND CONSTRUED
ACCORDING TO THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, TO THE JURISDICTION
OF WHOSE COURTS THE PARTIES HERETO HEREBY AGREE TO SUBMIT. XXXXXX AND THE
MAJORITY OWNER WAIVE ANY OBJECTION BASED ON LACK OF PERSONAL JURISDICTION,
IMPROPER VENUE OR FORUM NON CONVENIENS, WITH REGARD TO ANY ACTIONS, CLAIMS,
DISPUTES OR PROCEEDINGS RELATING TO THIS AGREEMENT, OR ANY OTHER DOCUMENT
DELIVERED HEREUNDER OR IN CONNECTION HEREWITH, OR ANY TRANSACTION ARISING FROM
OR CONNECTED TO ANY OF THE FOREGOING. XXXXXX AND THE MAJORITY OWNER WAIVE
PERSONAL SERVICE OF ANY AND ALL PROCESS UPON THEM, AND CONSENT TO ALL SUCH
SERVICE OF PROCESS MADE BY MAIL OR BY MESSENGER DIRECTED TO THEM AT THE ADDRESS
SPECIFIED ABOVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO SERVE
PROCESS IN ANY MANNER PERMITTED BY LAW, OR LIMIT THE RIGHT OF LENDER TO BRING
PROCEEDINGS AGAINST XXXXXX OR THE MAJORITY OWNER OR THEIR PROPERTY OR ASSETS IN
THE COMPETENT COURTS OF ANY OTHER JURISDICTION OR JURISDICTIONS.
7. Headings. The headings set forth herein are solely for the purpose of
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identification and shall not be construed as a part of the sections or
subsections that they head.
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Duly executed as of the date first written above.
"Xxxxxx"
XXXXXX ELECTRONICS CORPORATION
By:
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Name:
Title:
"Majority Owner"
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By:
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Name:
Title:
"Lender"
GENERAL MOTORS ACCEPTANCE CORPORATION
By:
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Name:
Title:
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