Common use of Benefit Plans Clause in Contracts

Benefit Plans. (a) Schedule 4.20(a)(i) contains, as of the date of this Agreement, a list of all material employee pension or welfare benefit plans, bonus, stock option, stock purchase, deferred compensation, severance, disability, vacation pay, sick pay, or other plans or arrangements and employee fringe benefit plans maintained, or contributed to, by SES or any of its Affiliates for the benefit of any Transferred Employee, or with respect to which any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities true, complete and correct copies of (A) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required), (D) the most recent summary plan description with respect to each Company Benefit Plan (if any such summary plan description is required) and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closing.

Benefit Plans. (ai) Schedule 4.20(a)(i4(r)(i) containssets forth a list and brief description of all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as of the date of this Agreementamended ("ERISA")), a list of and all material employee pension or welfare benefit plans, bonus, stock option, stock purchaseother retirement, deferred compensation, severancehealth, disabilityfringe benefit, vacation pay, sick pay, severance or other plans similar employee benefit or compensation arrangements and employee fringe benefit plans maintained, or contributed to, (all the foregoing being herein called "Benefit Plans") maintained by SES the Company or any of its Affiliates Subsidiaries for the benefit of any Transferred Employeedirector, officer or with respect to which employee of the Company or any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, . The Company has delivered or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities VANTAS true, complete and correct copies of (A) each Company Benefit Plan (or a summary or, in the case of the Company any unwritten Benefit Plan if it is not in written formPlans, descriptions thereof), including all amendments and summaries of material modifications, (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the most recent annual report on Form 5500 (together with all schedules and exhibits filed therewith) filed with the Internal Revenue Service IRS with respect to each Company Benefit Plan (if any such report was required), ) and the most recent summary annual report distributed to participants with respect to each Benefit Plan for which a summary annual report is required and (DC) the most recent summary plan description with respect to for each Company Benefit Plan (if any for which such a summary plan description is required) and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as None of the date hereof Benefit Plans are subject to Title IV of 2006 bonuses and employee benefits ERISA or the minimum funding requirements of Section 412 of the Transferred Employees. Schedule 4.20(a)(iiiCode and the Company and its Subsidiaries have not previously maintained or contributed to (or been required to maintain or contribute to) contains a list any plan which was subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code with respect to which the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closingcould have any liability therefor.

Benefit Plans. (a) Schedule 4.20(a)(iSection 5.13(a) contains, as of the date Hanover Disclosure Letter lists each material “employee benefit plan” (as defined in Section 3(3) of this AgreementERISA), a list of and all other material employee pension or welfare benefit plansbenefit, bonus, stock option, stock purchaseincentive, deferred compensation, stock option (or other equity-based), severance, disabilitychange in control, vacation pay, sick pay, or other plans or arrangements welfare (including post-retirement medical and employee life insurance) and fringe benefit plans maintainedplans, programs and arrangements, whether or not subject to ERISA and, whether written or oral (i) sponsored, maintained or contributed to, to or required to be contributed to by SES Hanover or any of its Affiliates for the benefit of any Transferred Employee, Subsidiaries or with respect to which Hanover or any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, its Subsidiaries is a party and (ii) all agreements with individuals to in which any individual who is currently or has been an officer, director or employee of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, Hanover (a “Hanover Employee”) is a party participant (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Hanover Benefit Plans”). SES Neither Hanover, any of its Subsidiaries nor any ERISA Affiliate thereof has any commitment or formal plan, whether legally binding or not, to create any additional employee benefit plan or modify or change any existing Hanover Benefit Plan that would affect any Hanover Employee except in the ordinary course of business. Hanover has heretofore delivered or made available to the GE Entities true, Xxxxxx and Spinco true and complete and correct copies of each Hanover Benefit Plan and any amendments thereto (or if the plan is not a written plan, a description thereof), any related trust or other funding vehicle, the most recent annual reports or summaries required to be prepared or filed under ERISA or the Code and the most recent determination letter received from the IRS with respect to each such plan intended to qualify under Section 401 of the Code and the three most recent years (A) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form)Form 5500s and attached Schedules, (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) audited financial statements and (ii), (C) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required), (D) the most recent summary plan description with respect to each Company Benefit Plan (if any such summary plan description is required) and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closingactuarial valuation reports.

Benefit Plans. (a) Schedule 4.20(a)(i) contains, as Section 5.16 of the date Envoy Disclosure Letter sets forth the name of this Agreementeach Envoy Plan (as defined below) and of each bonus, deferred compensation (together with a list of all material participants therein), incentive compensation, profit sharing, salary continuation (together with a list of participants therein), employee pension or welfare benefit plansbenefit, bonusfringe benefit, stock purchase, stock option, stock purchase, deferred compensationemployment, severance, disabilitytermination, vacation paygolden parachute, sick payconsulting or supplemental retirement plan or agreement relating to Envoy and its Subsidiaries or to their employees or independent contractors (collectively, or other plans or arrangements and employee fringe benefit plans maintained, or contributed to, by SES or any of its Affiliates for the benefit of any Transferred Employee, or with respect to which any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company "Benefit Plans”"). SES has , true copies of which have heretofore been made available to the GE Entities Healtheon/WebMD. Envoy has also delivered to Healtheon/WebMD true, complete and correct copies of (A1) each Company Benefit Plan (or a summary or, in the case of the Company any unwritten Benefit Plan if it is not in written formPlans, descriptions thereof), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C2) the two most recent annual report reports on Form 5500 (including all schedules and attachments thereto) filed with the Internal Revenue Service IRS with respect to each Company Benefit Plan (if any such report was requiredrequired by applicable Law), (D3) the most recent summary plan description with respect to (or similar document) for each Company Benefit Plan (if any for which such a summary plan description is required) required by applicable Law or was otherwise provided to plan participants or beneficiaries and (E4) each trust agreement, group agreement and insurance or annuity contract or other funding and or financing arrangement relating to any Company Benefit Plan. SES Each Envoy Plan and Benefit Plan has also delivered been administered in all Material respects in accordance with its terms and complies in all Material respects with ERISA, the Internal Revenue Code and all other applicable Laws. All contributions to, and payments from, the Benefit Plans that may have been required to be made in accordance with the terms of the Benefit Plans, any applicable collective bargaining agreement and, when applicable, Section 302 of ERISA or Section 412 of the Internal Revenue Code, have been timely made. All such contributions to, and payments from, the Benefit Plans, except those payments to be made from a trust qualified under Section 401(a) of the Internal Revenue Code, for any period ending before the Effective Time that are not yet, but will be, required to be made, will be properly accrued and reflected in the balance sheet included in the Envoy Financial Statements. No "reportable event" (within the meaning of Section 4043 of ERISA) has occurred with respect to any Envoy Plan for which the 30-day notice requirement has not been waived (other than with respect to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred transactions contemplated by SES or this Agreement); neither Envoy nor any of its ERISA Affiliates has withdrawn from any Envoy Plan under Section 4063 of ERISA or Envoy Multiemployer Plan (other than Satlynx as defined below) under Section 4203 or 4205 of ERISA or has taken, or is currently considering taking, any of its Subsidiaries) action to Splitco do so; and no action has been taken, or any of its Subsidiaries at Closing.is currently being considered, to

Benefit Plans. (a) Schedule 4.20(a)(iSection 4.13(a) containsof the Company Disclosure Letter lists, as of the date of this Agreementhereof, a list of all material employee pension benefit plans (as defined in Section 3(3) of ERISA (whether or welfare benefit plans, not subject to ERISA)) and all material bonus, stock option, stock share purchase, restricted share, other equity or equity-based plans, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, employment, retention, transaction bonus, termination, change in control, severance, disabilityhealth, vacation pay, sick paylife, or disability insurance, dependent care or other plans material benefit plans, programs, policies, arrangements, contracts or arrangements and employee fringe benefit plans maintainedagreements (including the Company Employment Agreements), or contributed toin each case, by SES to which the Company, Company LP or any of its Affiliates for the benefit of any Transferred EmployeeCompany Subsidiary is a party, or with respect to which the Company, Company LP or any Company Subsidiary has or could have any current or future obligation or liability (contingent or otherwise), or under which any of the Transferred Businesses could reasonably be expected current or former employees, officers, trustees, directors or independent contractors of the Company, Company LP or any Company Subsidiary (or any of their dependents) has any present or future right to incur any liabilitycompensation or benefits (all such plans, but excluding (i) collective bargaining programs, arrangements, contracts or agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiariescollectively, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES The Company has made available to Parent, to the GE Entities trueextent applicable, and, to the Knowledge of the Company, true and complete and correct copies of (A) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the most recent annual report on Form 5500 filed with the Internal Revenue Service following with respect to each Company Benefit Plan (if any such report was required), (D) the most recent summary plan description with respect to each Company Benefit Plan (if any such summary plan description is required) and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating to any material Company Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii: (i) contains a list of the Company Benefit Plans to be transferred by SES the extent in written form (or to the extent not in written form, a written description of all of the material terms of such Company Benefit Plan), (ii) the annual reports (Form 5500s) filed for the most recent plan year, if any, relating to a Company Benefit Plan, (iii) the most recently received IRS determination letter or opinion letter, if any, relating to a Company Benefit Plan, (iv) the most recently prepared actuarial report or financial statement, if any, relating to a Company Benefit Plan, (v) any related trust agreement or other funding instrument, (vi) the most recent prospectus, if any, for each Company Equity Incentive Plan and the Company ESPP, and (vii) all material correspondence with the Department of Labor, the IRS or any of its Affiliates other Governmental Authority with respect to any Company Benefit Plan for the last three (other than Satlynx or any of its Subsidiaries3) to Splitco or any of its Subsidiaries at Closingplan years.

Benefit Plans. (a) Schedule 4.20(a)(iThe Company has provided to Parent a true and complete list of each material “employee benefit plan” (within the meaning of section 3(3) containsof the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) whether or not subject to ERISA, each “multiemployer plan” (within the meaning of the date of this AgreementERISA section 3(37)), a list of and all material employee pension or welfare benefit plans, bonusstock purchase, stock option, stock purchase, deferred compensationequity-based, severance, disabilityemployment, vacation paychange-in-control, sick payfringe benefit, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs, policies or other plans arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), whether formal or informal, legally binding or not, under which any employee or former employee of the Company or its Subsidiaries has any present or future right to benefits or the Company or its Subsidiaries has had or has any present or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the “Company Plans.” With respect to each Company Plan, the Company has furnished or made available to Parent a current, accurate and employee fringe benefit plans maintained, complete copy thereof (or contributed to, by SES or any a description of its Affiliates for the benefit material terms of any Transferred Employeeunwritten Company Plan), or with respect including any amendments thereto, and, to which any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding extent applicable: (i) collective bargaining agreementsany related trust agreement or other funding instrument, (ii) all agreements with individuals to which any the most recent determination or advisory letter of Satlynx or its Subsidiariesthe Internal Revenue Service (the “IRS”), or SES or its Affiliates with respect to the AMC-23 Businessif applicable, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plansany summary plan description, agreements summary of material modifications and arrangements providing other equivalent written communications by the Company or its Subsidiaries to their employees concerning such Company Plan, (iv) any material communications with Government Entities concerning such Company Plan during the three most recent years, and (v) if applicable, for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities true, complete and correct copies of two most recent years (A) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form)Form 5500 and attached schedules, (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii)audited financial statements, (C) actuarial valuation reports and (D) attorney’s response to an auditor’s request for information. Neither the most recent annual report on Form 5500 filed with the Internal Revenue Service Company nor its Subsidiaries have received any written notice or written demand with respect to each any current or former employee informing the Company Benefit Plan (if any or such report was required)Subsidiary that it may be liable for an “employer shared responsibility payment” as contemplated by Section 4980H of the Code, (D) the most recent summary plan description regulations issued thereunder, and the Patient Protection and Affordable Care Act of 2010, as amended, and all regulations issued thereunder and rulings issued with respect to each Company Benefit Plan thereto (if any such summary plan description is required) and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closing“Affordable Care Act”).

Benefit Plans. (a) Schedule 4.20(a)(i) containsEach Pension Plan, as of the date of this AgreementWelfare Plan and Benefit Plan, a list of all material employee pension or welfare benefit plans, bonus, stock option, stock purchase, deferred compensation, severance, disability, vacation pay, sick pay, or other plans or arrangements and employee fringe benefit plans maintained, or contributed to, which is currently maintained by SES Buyer or any of its ERISA Affiliates for the benefit or to which Buyer or any of any Transferred Employeeits ERISA Affiliates currently contributes, or with respect contributed or is under any current obligation to contribute, or under which Buyer or any of the Transferred Businesses could reasonably be expected to incur its ERISA Affiliates has any liability, but excluding contingent or otherwise (iincluding any withdrawal liability within the meaning of Section 4201 of ERISA) collective bargaining agreements(collectively, (ii) all agreements with individuals the "BUYER EMPLOYEE PLANS" and individually, a "BUYER EMPLOYEE PLAN"), and each management, employment, severance, consulting, non-compete, confidentiality, or similar agreement or contract between Buyer or any of its Subsidiaries and any Buyer Employee pursuant to which Buyer or any of Satlynx its Subsidiaries has or its Subsidiariesmay have any liability, contingent or SES or its Affiliates with respect to the AMC-23 Businessotherwise ("BUYER EMPLOYEE AGREEMENT"), is a party (including individual retention agreements, including any arising, listed in the Buyer Disclosure Schedule. True and complete copies have been delivered or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities true, complete and correct copies Company of (Ai) all documents embodying or relating to each Company Benefit Buyer Employee Plan (and each Buyer Employee Agreement, including all amendments thereto, written interpretations thereof and trust or a summary of the Company Benefit Plan if it is not in written form), (B) any individual employment or consulting funding agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and with respect thereto; (ii)) the two most recent annual actuarial valuations, if any, prepared for each Buyer Employee Plan; (Ciii) a statement of alternative form of compliance pursuant to DOL Regulation ss.2520.104-23, if any, filed for each Buyer Employee Plan which is an "employee pension benefit plan" (as defined in Section 3(2) of ERISA) for a select group of management or highly compensated employees; (iv) the most recent determination letter received from the IRS, if any, for each Buyer Employee Plan and related trust which is intended to satisfy the requirements of Section 401(a) of the Code; (v) if a Buyer Employee Plan is funded, the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit and periodic accounting of Buyer Employee Plan assets; (if any such report was required), (Dvi) the most recent summary plan description together with the most recent summary of material modifications, if any, required under ERISA with respect to each Company Benefit Plan (if any such summary plan description is required) Buyer Employee Plan; and (Evii) the most recent annual reports (Series 5500 and all schedules thereto) filed for plan years 1998 and 1999, if any, as required under ERISA, in connection with each trust agreementBuyer Employee Plan or related trust. None of Buyer, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES Buyer Subsidiary or any of its Buyer's Subsidiaries or ERISA Affiliates has any plan or commitment, whether legally binding or not, to establish any new Buyer Employee Plan, to enter into any Buyer Employee Agreement or to modify or to terminate any Buyer Employee Plan or Buyer Employee Agreement (other than Satlynx except to the extent required by law or to conform any such Buyer Employee Plan or Buyer Employee Agreement to the requirements of any applicable law, in each case as previously disclosed to the Company, or as required by this Agreement), nor has any intention to do any of its Subsidiaries) the foregoing been communicated to Splitco or any of its Subsidiaries at ClosingBuyer Employees.

Benefit Plans. (ai) Section 3.01(l)(i) of the Company Disclosure Schedule 4.20(a)(icontains a complete and accurate list of each “employee benefit plan” (within the meaning of Section 3(3) containsof the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) including multiemployer plans within the meaning of Section 3(37) of ERISA), whether or not subject to ERISA and all employment, employee loan, collective bargaining, bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock appreciation, restricted stock, stock option, “phantom” stock, retirement, thrift savings, stock bonus, paid time off, fringe benefit, vacation, severance, retention, change in control, and all other employee benefit plans, programs, policies or Contracts maintained, contributed to or required to be maintained or contributed to by the Company or any of its Subsidiaries or any other person or entity that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Commonly Controlled Entity”) (exclusive of any such plan, program, policy or Contract mandated by and maintained solely pursuant to applicable Law), in each case providing benefits to any Company Personnel (collectively, the “Company Benefit Plans”) and each Company Benefit Agreement (exclusive of local offer letters mandated under applicable non-U.S. law that do not impose any severance obligations other than any mandatory statutory severance); provided, however, that (x) with respect to Company Benefit Plans maintained solely for service providers outside of the United States (each, a “Non-U.S. Company Benefit Plan ), the term Company Benefit Plans for purposes of this Agreement shall mean any material Non-U.S. Company Benefit Plans, (y) the Company shall not be required to list Non-U.S. Company Benefit Plans on Section 3.01(l)(i) of the Company Disclosure Schedule as of the date of this Agreement, a list Agreement but shall supplement such schedule to add such plans no later than 20 days following the date hereof and (z) individual option and restricted stock unit award agreements issued under the Company Stock Plans need not be listed on Section 3.01(l)(i) of all material the Company Disclosure Schedule. Each Company Benefit Plan that is an “employee pension or welfare benefit plans, bonus, stock option, stock purchase, deferred compensation, severance, disability, vacation pay, sick pay, or other plans or arrangements and employee fringe benefit plans maintained, or contributed to, by SES or any plan” (as defined in Section 3(2) of its Affiliates for the benefit of any Transferred Employee, or with respect ERISA) is sometimes referred to which any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is herein as a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities true, complete Pension Plan” and correct copies of (A) each Company Benefit Plan that is an “employee welfare benefit plan” (or as defined in Section 3(1) of ERISA) is sometimes referred to herein as a summary of the “Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required), (D) the most recent summary plan description with respect to each Company Benefit Plan (if any such summary plan description is required) and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating to any Company Benefit Welfare Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closing.”

Benefit Plans. (a) Schedule 4.20(a)(i‎Section 4.12(a) containsof the Company Disclosure Letter contains a true and complete list of each material “employee benefit plan” (within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA), “multiemployer plans” (within the meaning of the date of this AgreementERISA section 3(37)), a list of and all material employee pension or welfare benefit plans, bonusstock purchase, stock option, phantom stock purchaseor other equity-based plan, severance, employment, collective bargaining, change-in-control, fringe benefit, bonus, incentive, deferred compensation, severancesupplemental retirement, disabilityhealth, vacation pay, sick paylife, or disability insurance, dependent care and all other plans employee benefit and compensation plans, agreements, programs, policies or arrangements and employee fringe benefit plans maintainedother arrangements, whether or contributed tonot subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), by SES whether formal or informal, written or oral, legally binding or not, under which any current or former employee, director or consultant of the Company or any of its Affiliates for Subsidiaries (or any of their dependents) has any present or future right to compensation or benefits or the benefit Company or any of its Subsidiaries sponsors or maintains, is making contributions to or has any Transferred Employee, present or future liability or obligation (contingent or otherwise) or with respect to which any of the Transferred Businesses could reasonably be expected to incur any liabilityit is otherwise bound. All such plans, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiariesprograms, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements policies and arrangements providing for cash compensation and bonuses (all shall be collectively referred to as the foregoing being hereinafter called “Company Benefit Plans”). SES .” The Company has provided or made available to the GE Entities trueParent a current, accurate and complete and correct copies copy of (A) each material Company Benefit Plan, or if such Company Plan (or a summary of the Company Benefit Plan if it is not in written form), a written summary of all of the material terms of such Company Plan. With respect to each Company Plan, the Company has furnished or made available to Parent a current, accurate and complete copy of, to the extent applicable: (i) any related trust agreement or other funding instrument, (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the most recent annual report on Form 5500 filed with determination letter of the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was requiredthe “IRS”), (Diii) the most recent any summary plan description, summary of material modifications, and other similar material written communications (or a written description with respect to each Company Benefit Plan (if of any such summary plan description is requiredmaterial oral communications) and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list employees of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closingconcerning the extent of the benefits provided under a Company Plan and (iv) for the three most recent years and as applicable (A) the Form 5500 and attached schedules, (B) audited financial statements and (C) actuarial valuation reports.

Benefit Plans. (a) Schedule 4.20(a)(iHomeStreet has provided to Simplicity a true and complete list of each material “employee benefit plan” (within the meaning of Section 3(3) containsERISA), “multiemployer plans” (within the meaning of ERISA Section 3(37)), stock purchase, stock option, severance, change-in-control, fringe benefit, bonus, incentive, deferred compensation and all other employee benefit plans that HomeStreet reasonably believes will be applicable to the employees of Simplicity and Simplicity Bank who will be Continuing Employees, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise). All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the “HomeStreet Benefit Plans.” Each Benefit Plan of HomeStreet existing prior to or as of the date of this Agreement, a list and each such plan entered into or established by HomeStreet between the date of all material employee pension or welfare benefit plansthis Agreement and the Effective Time, bonus, stock option, stock purchase, deferred compensation, severance, disability, vacation pay, sick pay, or other plans or arrangements and employee fringe benefit plans maintained, or contributed to, by SES or any of its Affiliates for shall be collectively referred to as the benefit of any Transferred Employee, or with “HomeStreet Plans.” With respect to which any each HomeStreet Plan, HomeStreet has furnished or made available to Simplicity a current, accurate and complete copy of each such plan and, to the Transferred Businesses could reasonably be expected to incur any liabilityextent AGREEMENT AND PLAN OF MERGER BETWEEN HOMESTREET, but excluding INC. AND SIMPLICITY BANCORP, INC. EXECUTION VERSION 45 applicable: (i) collective bargaining agreementsany related trust agreement or other funding instrument, (ii) all agreements with individuals to which any the most recent determination letter of Satlynx or its Subsidiariesthe IRS, or SES or its Affiliates with respect to the AMC-23 Businessif applicable, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements any summary plan description and arrangements providing for cash compensation and bonuses other written communications (all or a description of any oral communications) by HomeStreet or its Subsidiaries to their employees concerning the foregoing being hereinafter called “Company Benefit Plans”)extent of the benefits provided under a HomeStreet Plan. SES HomeStreet has also furnished or made available to the GE Entities true, complete Simplicity a true and correct copies of (A) each Company Benefit Plan (or a summary copy of the Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) current employee handbook of HomeStreet and (ii), (C) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required), (D) the most recent summary plan description with respect to each Company Benefit Plan (if any such summary plan description is required) and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at ClosingHomeStreet Bank.

Benefit Plans. (a) Schedule 4.20(a)(iA Responsible Officer of Borrower shall provide (or cause to be provided) contains, as of to Agent promptly and in any event within 5 Business Days (if the date of this Agreement, a list of all material employee pension Threshold Usage Amount exists) or welfare benefit plans, bonus, stock option, stock purchase, deferred compensation, severance, disability, vacation pay, sick pay, or other plans or arrangements and employee fringe benefit plans maintained, or contributed to, by SES within 20 Business Days (if the Threshold Usage Amount does not exist) after (i) Borrower or any of its ERISA Affiliates for the benefit of any Transferred Employeeknows or has reason to know that, or with respect to which any of the Transferred Businesses Benefit Plan, any ERISA Event that could reasonably be expected to incur result in liabilities in excess of [***] has occurred or is likely to occur within the following 30 days or that any liabilityof the covenants set forth in Section 5.19(b), but excluding (i) collective bargaining agreementsc), (d), or (e), below are untrue or are likely to be untrue within the following 30 days, a statement of Responsible Officer of Borrower setting forth the details of such occurrence or the likelihood of such occurrence and the action, if any, which the Borrower or ERISA Affiliate proposes to take with respect thereto, (ii) all agreements written request from * Indicates that certain information contained herein has been omitted and filed separately with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates the Securities and Exchange Commission. Confidential treatment has been requested with respect to the AMC-23 Businessomitted portions. Agent, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities true, complete and correct copies of (A) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the most most-recent annual report on Form 5500 and all schedules and attachments thereto filed with the Internal Revenue Service or the U.S. Department of Labor, (iii) written request from Agent, copies of the most recently-prepared actuarial reports in relation to the Benefit Plans and the Benefit Arrangements and such other information concerning any Benefit Plan or Benefit Arrangement as may be reasonably requested by Agent, and (iv) written request from Agent, a certificate of a Responsible Officer certifying that each required contribution with respect to each Company a Benefit Plan (if any such report was required), (D) the most recent summary plan description with respect to each Company Benefit Plan (if any such summary plan description is required) and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closing.timely made,

Benefit Plans. (a) Schedule 4.20(a)(iSection 4.12(a) containsof the Company Disclosure Letter contains a true and complete list of each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA), “multiemployer plan” (within the meaning of the date of this AgreementERISA Section 3(37)), a list of and all material employee pension or welfare benefit plans, bonusstock purchase, stock option, phantom stock purchaseor other equity-based plan, severance, employment, collective bargaining, change-in-control, fringe benefit, bonus, incentive, deferred compensation, severancesupplemental retirement, disabilityhealth, vacation pay, sick paylife, or disability insurance, dependent care and all other plans employee benefit and compensation plans, agreements, programs, policies or arrangements and employee fringe benefit plans maintainedother arrangements, whether or contributed tonot subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), by SES whether formal or informal, written or oral, legally binding or not, under which any current or former employee, director or consultant of the Company or its Subsidiaries (or any of their dependents) has any present or future right to compensation or benefits or the Company or any of its Affiliates for the benefit of Subsidiaries, sponsors or maintains, is making contributions to or has any Transferred Employee, present or future liability or obligation (contingent or otherwise) or with respect to which any of the Transferred Businesses could reasonably be expected to incur any liabilityit is otherwise bound. All such plans, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiariesprograms, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements policies and arrangements providing for cash compensation and bonuses (all shall be collectively referred to as the foregoing being hereinafter called “Company Benefit Plans”). SES .” The Company has provided or made available to the GE Entities trueParent a current, accurate and complete and correct copies copy of (A) each Company Benefit Plan, or if such Company Plan (or a summary of the Company Benefit Plan if it is not in written form, a written summary of all of the material terms of such Company Plan. With respect to each Company Plan, the Company has furnished or made available to Parent a current, accurate and complete copy of, to the extent applicable: (i) any related trust agreement or other funding instrument, (ii) the most recent determination letter of the Internal Revenue Service (the “IRS”), (iii) any summary plan description, summary of material modifications, and other similar material written communications (or a written description of any material oral communications) to the employees of the Company or its Subsidiaries concerning the extent of the benefits provided under a Company Plan, and (iv) for the three most recent years and as applicable (A) the Form 5500 and attached schedules, (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) audited financial statements and (ii), (C) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required), (D) the most recent summary plan description with respect to each Company Benefit Plan (if any such summary plan description is required) and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closingactuarial valuation reports.

Benefit Plans. (aEach employee benefit plan within the meaning of Section 3(3) Schedule 4.20(a)(i) contains, as of the date of this Agreement, a list of all material employee pension or welfare benefit plans, ERISA and any other bonus, stock optionincentive, stock purchaseequity, deferred compensation, severancemedical, life insurance, disability, vacation payaccident, sick payfringe benefit, loan, severance, employment or other plans or arrangements and employee fringe benefit plans maintainedplan, or contributed toprogram, arrangement maintained by SES or the Company and/or any of its Affiliates for Subsidiaries or to which the benefit of Company or any Transferred Employeesuch Subsidiary contributes (or has any obligation to contribute), is a party or with respect to which any of the Transferred Businesses could reasonably potential liability may be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities true, complete and correct copies of (A) each Company Benefit Plan (or a summary of borne by the Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required), (D) the most recent summary plan description with respect to each Company Benefit Plan (if any such summary plan description is required) and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closing(collectively, the “Benefit Plans”) is listed on Schedule 4.18 of the Disclosure Schedule. No Benefit Plan is an “employee pension benefit plan” within the meaning of ERISA. In the past six years, none of the Company, any of its Subsidiaries, or any ERISA Affiliate of the Company or of any such Subsidiary, has maintained, contributed to or had any obligation with respect to (i) a plan subject to Title IV of ERISA, (ii) any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA), or (iii) any single plan maintained by more than one employer. Each Benefit Plan has been operated in compliance with applicable Law and has been administered and operated in accordance with its terms. There are no actions, suits, claims or disputes pending, or, to the Knowledge of Sellers, threatened, anticipated or expected to be asserted against or with respect to any Benefit Plan or the assets of any such plan (other than routine claims for benefits and appeals of denied routine claims). True and complete copies of all Benefit Plans and, if applicable with respect to any Benefit Plans, any trust instruments or other funding arrangements, insurance contracts, most recent determination or opinion letters, summary plan descriptions, Forms 5500 for the three (3) most recent plan years and descriptions of any non-written Benefit Plans have been made available to Purchaser or its counsel. The consummation of the Contemplated Transactions will not, either alone or in combination with any other event, result in any compensation becoming due, increase the amount of compensation or benefits due, or accelerate the time of payment or vesting of any compensation or benefits, to any current or former employee, manager or director of the Company, any Subsidiary of the Company, or any ERISA Affiliate of the Company or any such Subsidiary.

Benefit Plans. (ai) Schedule 4.20(a)(i) containsWith respect to each material employee benefit plan (including, without limitation, any "employee benefit plan", as defined in Section 3(3) of the date Employee Retirement Income Security Act of this Agreement1974, a list as amended ("ERISA"), including, without limitation, multiemployer plans within the meaning of ERISA Section 3(37)) and all material employee pension or welfare benefit plans, bonusstock purchase, stock option, stock purchaseseverance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensationcompensation and other material employee benefit plans, severanceagreements, disabilityprograms, vacation pay, sick pay, policies or other plans arrangements, whether or arrangements and employee fringe benefit plans maintainednot subject to ERISA, or contributed to, by SES or any of its Affiliates for the benefit of any Transferred Employee, or with respect to which any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter herein called “Company "Benefit Plans”"). SES , under which any employee, former employee, consultant, former consultant or director of KeySpan or any of its Subsidiaries has any present or future right to benefits, maintained or contributed to by KeySpan or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with KeySpan would be deemed a "single employer" within the meaning of Section 4001(b) of ERISA, or under which KeySpan or any of its Subsidiaries has any present or future liability or potential liability (the "KeySpan Benefit Plans"), KeySpan has made available available, or within 30 days after the execution hereof will make available, to the GE Entities true, complete Parent a true and correct copies copy of (A) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the most recent annual report on (Form 5500 5500) filed with the Internal Revenue Service with respect IRS, (B) such KeySpan Benefit Plan, (C) each trust agreement relating to each Company such KeySpan Benefit Plan (if any such report was required)Plan, (D) the most recent summary plan description with respect to for each Company KeySpan Benefit Plan (if any such for which a summary plan description is required) and required by ERISA, (E) each trust agreement, group annuity contract the most recent actuarial report or other funding and financing arrangement valuation relating to a KeySpan Benefit Plan subject to Title IV of ERISA and (F) the most recent determination letter issued by the IRS with respect to any Company KeySpan Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as Plan qualified under Section 401(a) of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at ClosingCode.

Benefit Plans. (a) Schedule 4.20(a)(iItem 3.12(a) contains, as of the date of this Agreement, Company Letter contains a list of all material employee pension or welfare benefit planseach Company Plan (as hereinafter defined). With respect to each Company Plan, bonus, stock option, stock purchase, deferred compensation, severance, disability, vacation pay, sick paythe Company has made, or other plans or arrangements will as soon as practicable after the date hereof make, available to Parent a true and employee fringe benefit plans maintained, or contributed to, by SES or any correct copy of its Affiliates for the benefit of any Transferred Employee, or with respect to which any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities true, complete and correct copies of (A) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the most recent annual report on (Form 5500 and accompanying Schedules) filed with the Internal Revenue Service with respect IRS for such plans required to each Company Benefit Plan (if any file such report was required)reports, (Dii) the plan document for such Company Plan, including any amendments thereto, if such plan is in writing, (iii) each trust agreement, insurance contract or administration agreement, if any, relating to such Company Plan, (iv) the most recent summary plan description with respect to for each Company Benefit Plan (if any such for which a summary plan description is required, (v) the most recent actuarial report or valuation relating to a Company Plan subject to Title IV of ERISA, (vi) the most recent determination letter, if any, issued by the IRS with respect to any Company Plan intended to be qualified under section 401(a) of the Code, (vii) any request for a determination currently pending before the IRS and (Eviii) each trust agreementall correspondence with the IRS, group annuity contract the Department of Labor or other funding and financing arrangement the Pension Benefit Guaranty Corporation relating to any outstanding controversy or audit. Benefits under all Company Benefit Plan. SES has also delivered Plans are as represented, and subsequent to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections date as of which documents have been made available to Parent no such benefits have been materially increased and neither the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list Company nor any Subsidiary of the Company Benefit Plans has entered into, adopted or amended (except as required to maintain the tax- qualified status of any Company Plan intended to be transferred by SES qualified under Section 401(a) of the Code) any Company Plan, and does not have any obligation or present intention to do so. (v) Each Company Plan is in substantial compliance with ERISA, the Code and all other applicable statutes and governmental rules and regulations, (w) no "reportable event" (within the meaning of Section 4043 of ERISA) has occurred with respect to any Company Plan subject to Title IV of ERISA which could result in material liability to the Company or its ERISA Affiliates, (x) neither the Company nor any of its ERISA Affiliates has contributed, or been obligated to contribute, to a Company Multiemployer Plan (other than Satlynx as hereinafter defined) at any time or has instituted, or is currently considering taking, any action to do so, (y) no action has been taken, or is currently being considered, to terminate any Company Plan subject to Title IV of its SubsidiariesERISA, and (z) to Splitco or neither the Company nor any of its Subsidiaries has incurred any material liability to the IRS with respect to any Company Plan, including, without limitation, any liability imposed under Chapter 43 of the Code, and no condition or circumstance has existed that would give rise to any such liability. As of the date of the most recent actuarial report or valuation for any Company Plan subject to Title IV of ERISA, the fair value of the assets of each such plan are at Closingleast equal to the accumulated benefit obligation of such plan, based on the actuarial methods, tables and assumptions set forth in such report or valuation, and, to the Knowledge of the Company, there has been no change since such date to cause such accumulated benefit obligation to exceed the current fair value of such assets.

Benefit Plans. (ai) Disclosure Schedule 4.20(a)(i4.2(j)(i) contains, as of the date of this Agreement, sets forth a true and complete list of all material “employee pension or welfare benefit plans”, bonusas defined in Section 3(3) of ERISA, whether or not subject to ERISA and all stock purchase, stock option, stock purchaseseverance, employment, change-in-control, educational assistance, adoption assistance, fringe benefit, collective bargaining, bonus, incentive, deferred compensationcompensation and other employee benefit plans, severanceagreements, disabilityprograms, vacation pay, sick pay, policies or other plans arrangements, whether or arrangements and employee fringe benefit plans maintainednot subject to ERISA, whether formal or contributed toinformal, by SES oral or any of its Affiliates for the benefit of any Transferred Employeewritten, legally binding or with respect to which any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses not (all the foregoing being hereinafter herein called “Benefit Plans”), under which any employee, director, independent contractor or former employee, director or independent contractor of Company, or any spouse or dependent of any such employee or director, has any present or future right to benefits, and which is (or was prior to its termination) sponsored, maintained or contributed to by Company or under which Company has any present or future liability (“Company Benefit Plans”). SES , Company has provided or made available to the GE Entities Parent a true, correct and complete and correct copies copy of (A) each such Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form)and all related amendments thereto, (B) each trust agreement, summaries, employee booklets or handbooks, annuity contracts, insurance policies or any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(iother funding instruments (“Funding Arrangements”) relating to such Company Benefit Plan and (ii)all related amendments thereto, (C) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to summary plan description for each Company Benefit Plan (if for which a summary plan description is required by ERISA, for Benefit Plans not subject to ERISA or that are unwritten, any such report was required)relevant summaries, (D) the most recent summary plan description annual report (Form 5500) filed with respect to each Company Benefit Plan (if any such summary plan description is required) and the IRS and, where applicable, the related audited financial statements thereof, (E) each trust agreementany contracts with independent contractors (including actuaries, group annuity contract or other funding and financing arrangement relating investment managers, etc.) that relate to any Company Benefit Plan. SES has also delivered , and (F) the most recent determination letter (or equivalent) issued by the IRS with respect to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as any Company Benefit Plan qualified under Section 401(a) of the date hereof of 2006 bonuses and employee benefits of the Transferred EmployeesCode. Schedule 4.20(a)(iii) contains a list of the There are no unwritten amendments to any Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at ClosingPlan.

Benefit Plans. (aSchedule 2.2(q) Schedule 4.20(a)(i) contains, as of the date of this Agreement, a list of hereto lists all material employee pension or welfare benefit plans, bonuscontracts, stock optionagreements or arrangements sponsored, stock purchasemaintained or contributed to by Pipe (collectively, the "Pipe Employee Benefit Plans"). Pipe has not incurred any obligation to contribute any material amount to any multi-employer plan, as defined in Section 3(37) of ERISA; Pipe has not incurred any material liability under Title IV of ERISA arising in connection with the termination of, or complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA, and each Pipe Employee Benefit Plan is in compliance with all applicable laws and regulations in all material respects. Pipe has complied with all applicable agreements, laws, rules and regulations relating to the employment of labor, including those related to wages, hours and payroll taxes. Pipe has withheld and remitted to the proper Governmental Authorities all amounts required by law or agreement to be withheld from wages or salaries of its employees and is not liable for any arrearage of wages or any Taxes or penalties for failure to comply with any of the foregoing. Pipe has had no labor troubles in the sense that within the last 12 months there have been no strikes, work stoppages, slowdowns, threatened unfair labor practice charges or other material controversies pending or threatened by any of its employees; and Pipe has not entered into any collective bargaining agreement and no union represents, or in the past twelve (12) months has demanded or requested to represent or is currently attempting to represent any of the employees of Pipe. Except as set forth on Schedule 2.1(o), Pipe has not promulgated any policy or entered into any agreement relating to the payment of any medical insurance premium, retirement pay, severance pay, vacation pay or sick leave to any present or former employees of Pipe. All employee profit-sharing, incentive, deferred compensation, severancewelfare, disabilitypension, vacation payretirement, sick paygroup insurance, bonus, severance and other employee benefit plans, arrangements or other plans agreements (oral or arrangements and written), regardless of whether any such plan, arrangement or agreement is an "employee fringe benefit plans maintainedplan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (ERISA"), maintained or previously maintained or contributed to, to or previously contributed to by SES or any of its Affiliates Pipe for the benefit of any Transferred Employeecurrent or former personnel ("Employee Plans"), or by their terms and operation are in material compliance with respect to which any of the Transferred Businesses could reasonably be expected to incur any liabilityall applicable laws (including, but excluding (i) collective bargaining agreementsnot limited to, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to ERISA and the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”Code). SES has made available to the GE Entities trueThere are no actions, complete and correct copies of (A) each Company Benefit Plan (suits or a summary of the Company Benefit Plan if it is not in written form), (B) any individual employment claims pending or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required), (D) the most recent summary plan description with respect to each Company Benefit Plan (if any such summary plan description is required) and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates threatened (other than Satlynx routine noncontested claims for benefits) or, to the knowledge of Pipe, no set of circumstances exist which may reasonably give rise to such a claim against any Employee Plan or administrator or fiduciary of any such Employee Plan. To the knowledge of Pipe, and except for matters which would not have a material adverse effect, no employee of Pipe is in violation of any term of any employment contract, patent disclosure agreement, noncompetition agreement, or any of its Subsidiaries) to Splitco other contract or written agreement, or any restrictive covenant contained in any such agreement relating to the right of its Subsidiaries at Closingany such employee to be employed thereby, or to use trade secrets or proprietary information of others, and the employment of such employees does not subject Pipe to any material liability.

Benefit Plans. (ai) Schedule 4.20(a)(i) contains, as of the date of this Agreement, The Company Disclosure Letter contains a list of all material employee pension or welfare benefit plans, bonus, stock option, stock purchase, deferred compensation, severance, disability, vacation pay, sick pay, or other plans or arrangements and employee fringe benefit plans maintained, or contributed to, by SES or any of its Affiliates for the benefit of any Transferred Employee, or with respect to which any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES The Company has made available delivered to the GE Entities true, Parent true and complete and correct copies of (Aa) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) including amendments since the most recent restatement) or, in the case of any unwritten Benefit Plans, written descriptions thereof, (b) the annual report on (Form 5500 5500) filed with the Internal Revenue Service IRS or the Department of Labor with respect to each Company Benefit Plan (if any such report was required)) for the last three plan years, (Dc) the most recent determination letter issued to each Pension Plan that is intended to be qualified under Section 401(a) of the Code and any pending applications for a determination letter for such plans, (d) the most recent summary plan description with respect to (and any summary of modifications since the most recent summary plan description) for each Company Benefit Plan (if any for which such a summary plan description is requiredrequired and any summaries or other communications distributed to participants for each Benefit Plan whether or not required to provide a summary plan description, (e) all personnel, payroll, and employment manuals and policies, (Ef) each trust agreement, recordkeeping or other third-party agreement and group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered , (g) all notices that were given by the Company, any ERISA Affiliate or any Benefit Plan to the GE Entities trueIRS, correct the Pension Benefit Guaranty Corporation, the Department of Labor, the SEC, the Equal Employment Opportunity Commission, or any other Governmental Authority relating to a Benefit Plan, and complete information regarding (h) all notices that were given by the current base salaryIRS, 2005 bonusesthe Pension Benefit Guaranty Corporation, projections as the Department of Labor, the date hereof of 2006 bonuses Securities and employee benefits of Exchange Commission, the Transferred Employees. Schedule 4.20(a)(iii) contains a list of Equal Employment Opportunity Commission, or any other Governmental Authority to the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or ERISA Affiliate relating to any of its Subsidiaries) to Splitco or any of its Subsidiaries at ClosingBenefit Plan.

Benefit Plans. (ai) Schedule 4.20(a)(i4(o) contains, as of the date of this Agreement, contains a list of all material "employee pension or benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes referred to herein as "Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(1) of ERISA), bonusdeferred compensation plans, incentive plans, bonus plans or arrangements, stock optionoption plans, vacation plans, sick leave plans, stock purchasepurchase plans, deferred compensationgolden parachute agreements, severanceseverance pay plans, disability, vacation pay, sick pay, or other plans or arrangements and employee fringe benefit plans plans, dependent care plans, cafeteria plans, employee assistance programs, scholarship programs and all other similar plans, agreements and arrangements that (A) are currently in effect and are maintained, or contributed to, by SES Seller, the Company or any other entity required to be aggregated with Seller or the Company under Section 4001 of its Affiliates ERISA or Section 414 of the Code (collectively, the "Seller Controlled Group"), or (B) were maintained, or contributed to, by any member of the Seller Controlled Group within three years of the date of this Agreement and with respect to which there are liabilities or obligations of the Company currently outstanding, in the case of either clause (A) or (B) for the benefit of any Transferred Employeeofficers, employees or with respect to which any former employees (or their beneficiaries) of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses Company (all the foregoing being hereinafter called “Company herein referred to as "Benefit Plans”"). SES None of the Benefit Plans is a defined benefit plan subject to Title IV of ERISA nor is any Benefit Plan subject to Section 412 of the Code. To the knowledge of Seller, the Company is not currently subject to any legal commitment to create any new Benefit Plan or (other than in connection with the transactions contemplated by this Agreement) to modify any now existing Benefit Plan. Seller has made available to the GE Entities Buyer true, complete and correct copies of (A) each Company Benefit Plan (or a summary or, in the case of the Company any unwritten Benefit Plan if it is not in written formPlans, descriptions thereof), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required), (DC) the most recent summary plan description with respect to for each Company Benefit Plan (if any for which such a summary plan description is required, (D) each trust agreement and group annuity contract relating to any Benefit Plan and (E) the most recent IRS determination letter, if any, for each trust agreementBenefit Plan, group annuity contract any rulings or determinations requested in writing from the IRS subsequent to the date of that determination letter and any other material correspondence from the IRS or the Department of Labor which relates to one or more of the Benefit Plans. Except as set forth in Schedule 4(o), the Company is not a party to, and does not participate in or contribute to any employee benefit plan (as defined in Section 3(3) of ERISA) or other funding and financing similar plan or arrangement relating maintained, sponsored or contributed to any Company Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as by a member of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at ClosingSeller Controlled Group.

Benefit Plans. (aSchedule 4(m)(i) Schedule 4.20(a)(i) contains, as of the date of this Agreement, contains a list of all material "employee pension or benefit plans" (as defined in section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes referred to herein as "Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(k) of ERISA), bonus, stock option, stock purchase, deferred compensation, severance, disability, vacation pay, sick pay, or other compensation plans or arrangements arrangements, and other employee fringe benefit plans (all the foregoing being herein called "Benefit Plans") maintained, or contributed to, by SES any Seller or any of its Affiliates Subsidiary for the benefit of any Transferred Employee, employees of any Seller or with respect to which any of Subsidiary who are employed primarily in the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect Acquired Business. The Sellers have delivered to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities Buyer true, complete and correct copies of (A1) each Company Benefit Plan (or a summary or, in the case of the Company any unwritten Benefit Plan if it is not in written formPlans, descriptions thereof), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C2) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required), (D3) the most recent summary plan description with respect to for each Company Benefit Plan (if any for which such a summary plan description is required) required and (E4) each trust agreement, agreement and group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES (ii) Each Benefit Plan has also delivered been administered in all material respects in accordance with its terms and the applicable provisions of ERISA and the Code. Except as disclosed in Schedule 4(m)(ii)-l, all material reports, returns and similar documents with respect to the GE Entities trueBenefit Plans required to be filed with any governmental agency or distributed to any Benefit Plan participant have been duly and timely filed or distributed. Except as disclosed in Schedule 4(m)(ii)-2, correct there are no investigations by any governmental agency, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Benefit Plans), suits or proceedings against or involving any Benefit Plan or asserting any rights or claims to benefits under any Benefit Plan that could reasonably give rise to any material liability, and, to the Sellers' knowledge, there are no facts that could reasonably give rise to any material liability in the event of any such investigation, claim, suit or proceeding. (iii) Except as disclosed in Schedule 4(m)(iii), all contributions to, and complete information regarding payments from, the current base salaryBenefit Plans that may have been required to be made in accordance with the Benefit Plans have been timely made. (iv) No "prohibited transaction" (as defined in Section 4975 of the Code or Section 406 of ERISA) has occurred that involves the assets of any Benefit Plan and that could subject the Acquired Business or any of its employees, 2005 bonusesor, projections to the Sellers' knowledge, a trustee, administrator or other fiduciary of any trusts created under any Benefit Plan, to any material tax or penalty on prohibited transactions imposed by Section 4975 of ERISA or the sanctions imposed under Title I of ERISA. None of the Sellers nor any trustee, administrator or other fiduciary of any Benefit Plan nor any agent of any of the foregoing has engaged in any transaction or acted or failed to act in a manner that could subject the Acquired Business to any material liability for breach of fiduciary duty under ERISA or any other applicable law. No liability under Title IV of ERISA has been incurred by the Sellers, the Subsidiaries or their affiliates within six years prior to the date hereof that has not been satisfied in full and no condition exists that presents a material risk of incurring such liability. (v) Except as disclosed in Schedule 4(m)(v), at no time within the five years preceding the Closing Date has any Seller or Subsidiary been required to contribute to any "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA) or incurred any withdrawal liability, within the meaning of Section 4201 of ERISA, which liability has not been fully paid as of the date hereof of 2006 bonuses and employee benefits hereof, or announced an intention to withdraw, but not yet completed such withdrawal, from any multiemployer plan. (vi) None of the Transferred Employees. Schedule 4.20(a)(iii) contains Sellers maintains or contributes to a list Pension Plan which is subject to Section 302 of ERISA or Section 412 of the Company Code. (vii) With respect to any Benefit Plans Plan that is an employee welfare benefit plan, except as disclosed in Schedule 4(m)(vii), (1) no such Benefit Plan is funded through a welfare benefits fund, as such term is defined in Section 419(e) of the Code and (2) each such Benefit Plan that is a group health plan, as such term is defined in Section 5000(b)(1) of the Code, complies with the applicable requirements of Section 498OB(f) of the Code. (c) Absence of Changes or Events. Except as disclosed on Schedule 4(n), since the date of the Balance Sheet, there has not been any material adverse change in the assets, financial condition or results of operations of the Acquired Business other than changes relating to be transferred by SES the economy in general or the Acquired Business's industry in general and not specifically related to the Acquired Business. Since the date of the Balance Sheet, each Seller has conducted its portion of the Acquired Business in the ordinary course and in substantially the same manner as presently conducted and has made all reasonable efforts consistent with past practice to preserve its relationships with customers, suppliers and others with whom it deals, and none of the Sellers has taken any action that, if taken after the date hereof, would constitute a material breach of any of its Affiliates the covenants set forth in Section 5(b). (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closing.i)

Benefit Plans. (a) Schedule 4.20(a)(i4.7(a) containslists: (i) each material Employee Benefit Plan contributed to, sponsored or maintained by Seller or a Selling Party as of the date of this Agreementhereof, a list of all material employee pension or welfare benefit plansin each case, bonus, stock option, stock purchase, deferred compensation, severance, disability, vacation pay, sick pay, or other plans or arrangements and employee fringe benefit plans maintained, or contributed to, by SES or any of its Affiliates for the benefit of any Transferred Prospective Employee; and (ii) each material employment agreement with any Material Employee, including any material individual benefit arrangement or policy (other than any arrangement or policy that is mandatory under applicable Legal Requirements), with respect to which any of the Transferred Businesses could reasonably be expected Prospective Employee that is a Material Employee and (iii) with regard to incur any liability, but excluding (i) Prospective Employees in Germany all collective bargaining agreements, (ii) all works agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention other collective agreements, including reconciliation of interest agreements and social plans under which the Prospective Employees in Germany have any arising, or arising nominally, under a retention entitlements to any payments or other plan) and monetary benefits (iii) all planscollectively, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Seller Benefit Plans”). SES (b) Other than disclosed in Schedule 4.7(b), neither Seller nor any Selling Party sponsors or maintains any defined benefit pension plan covering any Prospective Employees, and no similar commitments or arrangements have been promised by Seller or a Selling Party to any Prospective Employees. Any obligations under such existing employee pension benefit plans (if any) have been duly fulfilled or accrued or adequate book reserves for such liabilities have been set aside. (c) Except as would not result in a Material Adverse Effect on the Business, Seller or a Selling Party, as applicable, has made available administered the Seller Benefit Plans in accordance with their terms and all applicable Legal Requirements. (d) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will result in any material payment (including severance, golden parachute, bonus or otherwise) becoming due to any Prospective Employee, other than any such payments to be borne by the GE Entities trueSelling Parties, complete assuming compliance by Purchaser and correct copies its applicable Affiliates with ARTICLE 8. (e) Neither Seller nor any other Person that would be considered a single employer with Seller under the Code or ERISA has at any time within the past six (6) years contributed to or had any material liability pursuant to a plan subject to Title IV of ERISA, including any “multiemployer plan” as defined in Section 4001(a)(3) of ERISA that in any such case would reasonably be expected to result in any liability to Purchaser. 17 (Af) each Company Each Seller Benefit Plan (or a summary that is intended to be qualified under Section 401(a) of the Company Benefit Plan if it Code is not in written form), (B) any individual employment subject to a favorable determination or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) opinion letter from the most recent annual report on Form 5500 filed with the United States Internal Revenue Service with respect to each Company its qualified status, and, to Seller’s knowledge, no fact or event has occurred since the date of such determination or opinion letter that would reasonably be expected to adversely affect in a material respect the qualified status of any such Seller Benefit Plan or the exempt status of any related trust. (if any such report was required)g) Except as required under Section 601 et seq. of ERISA, (D) the most recent summary plan description with respect to each Company no Seller Benefit Plan (if any such summary plan description is required) and (E) each trust agreementcovering Prospective Employees located in the United States provides material health, group annuity contract life or disability insurance following retirement or other funding and financing arrangement relating to any Company Benefit Plantermination of employment. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closing.4.8

Benefit Plans. (a) Schedule 4.20(a)(iEach "employee pension benefit plan" (as defined in Section 3(2) containsof the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (a "Pension Plan"), "employee welfare benefit plan" (as defined in Section 3(1) of the date of this AgreementERISA) (a "Welfare Plan") and each other plan, a list of all material employee pension or welfare benefit plans, bonusarrangement or policy (written or oral) relating to stock options, stock optionpurchases, stock purchasecompensation, deferred compensation, bonuses, severance, disabilityfringe benefits or other employee benefits, vacation pay, sick payin each case maintained or contributed to, or other plans or arrangements and employee fringe benefit plans maintained, required to be maintained or contributed to, by SES the Company or any of its Affiliates subsidiaries for the benefit of any Transferred Employeepresent or former employee, officer or director (each of the foregoing, a "Benefit Plan") has been administered in all material respects in accordance with its terms. The Company and its subsidiaries and all the Benefit Plans are in compliance in all material respects with the applicable provisions of ERISA, the Code, and all other applicable laws. (b) Schedule 4.10 attached hereto sets forth a complete list of each Benefit Plan as well as each material employment, termination and severance agreement, contract, binding arrangement and understanding (whether written or oral) with employees of the Company and its subsidiaries. (c) None of the Pension Plans is subject to Title IV of ERISA or Section 412 of the Code and none of the Company or any other person or entity that, together with the Company, is treated as a single employer under Section 414 (b), (c), (m) or (o) of the Code (each, including the Company, a "Commonly Controlled Entity"): (i) currently has an obligation to contribute to, or during any time during the last six years had an obligation to contribute to, a Pension Plan subject to Title IV of ERISA or Section 412 of the Code, or (ii) has incurred any liability to the Pension Benefit Guaranty Corporation, which liability has not been fully paid. All contributions and other payments required to be made by the Company to any Pension Plan with respect to which any of period ending before the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx Closing Date have been made or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention reserves adequate for such contributions or other planpayments have been or will be set aside therefor and have been or will be reflected in financial statements. (d) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities true, complete and correct copies of (A) each Company Benefit Plan (or a summary of Neither the Company Benefit Plan if it nor any Commonly Controlled Entity is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect required to each Company Benefit Plan (if any such report was required), (D) the most recent summary plan description with respect to each Company Benefit Plan (if any such summary plan description is required) and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating contribute to any Company Benefit Plan"multiemployer plan" (as defined in Section 4001(a)(3) of ERISA) or has withdrawn from any multiemployer plan where such withdrawal has resulted or would result in any "withdrawal liability" (within the meaning of Section 4201 of ERISA) or "mass withdrawal liability" within the meaning of PBGC Regulation 4219.2 that has not been fully paid. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closing.10

Benefit Plans. (a) Schedule 4.20(a)(i‎Section 4.12(a) containsof the Company Disclosure Letter contains a true and complete list of each material “employee benefit plan” (within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA), “multiemployer plans” (within the meaning of the date of this AgreementERISA section 3(37)), a list of and all material employee pension or welfare benefit plans, bonusstock purchase, stock option, phantom stock purchaseor other equity-based plan, severance, employment, collective bargaining, change-in-control, fringe benefit, bonus, incentive, deferred compensation, severancesupplemental retirement, disabilityhealth, vacation pay, sick paylife, or disability insurance, dependent care and all other plans employee benefit and compensation plans, agreements, programs, policies or arrangements and employee fringe benefit plans maintainedother arrangements, whether or contributed tonot subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), by SES whether formal or informal, written or oral, legally binding or not, under which any current or former employee, director or consultant of the Company or any of its Affiliates for Subsidiaries (or any of their dependents) has any present or future right to compensation or benefits or the benefit Company or any of its Subsidiaries sponsors or maintains, is making contributions to or has any Transferred Employee, present or future liability or obligation (contingent or otherwise) or with respect to which any of the Transferred Businesses could reasonably be expected to incur any liabilityit is otherwise bound. All such plans, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiariesprograms, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements policies and arrangements providing for cash compensation and bonuses (all shall be collectively referred to as the foregoing being hereinafter called “Company Benefit Plans”). SES .” The Company has provided or made available to the GE Entities trueParent a current, accurate and complete and correct copies copy of (A) each material Company Benefit Plan, or if such Company Plan (or a summary of the Company Benefit Plan if it is not in written form), a written summary of all of the material terms of such Company Plan. With respect to each Company Plan, the Company has furnished or made available to Parent a current, accurate and complete copy of, to the extent applicable: (i) any related trust agreement or other funding instrument, (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the most recent annual report on Form 5500 filed with determination letter of the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was requiredthe “IRS”), (Diii) the most recent any summary plan description, summary of material modifications, and other similar material written communications (or a written description with respect to each Company Benefit Plan (if of any such summary plan description is requiredmaterial oral communications) and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list employees of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closingconcerning the extent of the benefits provided under a Company Plan, and (iv) for the three most recent years and as applicable (A) the Form 5500 and attached schedules, (B) audited financial statements and (C) actuarial valuation reports.

Benefit Plans. (ai) Schedule 4.20(a)(iSection 3.2(i)(i)(A) contains, as of the date of this Agreement, Xxxxxx Disclosure Schedule sets forth a true and complete list of all material employee pension each Benefit Plan with or welfare benefit plans, bonus, stock option, stock purchase, deferred compensation, severance, disability, vacation pay, sick pay, or other plans or arrangements and employee fringe benefit plans maintained, or contributed to, by SES or any of its Affiliates for the benefit of any Transferred Employeecurrent or former employee, officer or director of Xxxxxx or any of its Subsidiaries or ERISA Affiliates or with respect to which Xxxxxx or any of its Subsidiaries or ERISA Affiliates have any obligations or liabilities (the Transferred Businesses could "Xxxxxx Benefit Plans"). With respect to the Xxxxxx Benefit Plans, no event has occurred, and there exists no condition or set of circumstances, which would reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or have a Material Adverse Effect on Xxxxxx and its Subsidiaries, taken as a whole, under ERISA, the Code or SES any other Applicable Laws. Neither Xxxxxx, nor any of its Subsidiaries, nor, to the Knowledge of Xxxxxx, any other Person, has any express or its Affiliates implied commitment, whether legally enforceable or not, to modify, change or terminate any Xxxxxx Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the AMC-23 BusinessCode or any other Applicable Laws. Except as set forth in Section 3.2(i)(i)(B) of the Xxxxxx Disclosure Schedule, is a party (including individual retention agreements, including any arising, Xxxxxx has delivered or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities Apogent true, correct and complete and correct copies of all Xxxxxx Benefit Plans (A) each Company Benefit Plan (or, if not so delivered, has delivered or made available to Apogent a written summary of their material terms) and, with respect thereto, all amendments, trust agreements, insurance Contracts, other funding vehicles, determination letters issued by the Company Benefit Plan if it is not in written form)Internal Revenue Service, (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the most recent annual report on reports (Form 5500 series) filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required), (D) and the most recent summary plan description with respect to each Company Benefit Plan (if any such summary plan description is required) and (E) each trust agreement, group annuity contract actuarial report or other funding and financing arrangement financial statement relating to any Company such Xxxxxx Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closing.

Benefit Plans. (ai) Schedule 4.20(a)(i4(n) contains, as of the date of this Agreement, contains a list of all material "employee pension or benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) including multiemployer plans within the meaning of Section 3(37) of ERISA (all such employee pension benefit plans being sometimes referred to herein as "Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(1) of ERISA), bonus, stock option, stock purchase, deferred compensation, severance, disabilityemployment, vacation paychange-in-control, sick payfringe benefit, incentive or deferred compensation plans and all other employee benefit plans, agreements, programs, policies or other plans arrangements, whether or arrangements and employee fringe benefit plans maintained, or contributed to, by SES or any of its Affiliates for the benefit of any Transferred Employee, or with respect not subject to which any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses ERISA (all the foregoing being hereinafter herein called “Company "Benefit Plans”") currently maintained or contributed to by Westinghouse or any of its subsidiaries for the benefit of (i) any officers or employees of any Sold Subsidiary employed in the United States ("U.S. Benefit Plans") and (ii) any officers or employees of any Sold Subsidiary employed in foreign jurisdictions (collectively, "Foreign Benefit Plans"). SES Westinghouse has made available to the GE Entities Buyer true, complete and correct copies of (A) each Company Benefit Plan (or a summary or, in the case of the Company any unwritten Benefit Plan if it is not in written formPlans, accurate descriptions thereof), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the most recent annual report on Form 5500 and attached schedules filed with the Internal Revenue Service with respect to each Company U.S. Benefit Plan (if any such report was required), (DC) the most recent summary plan description with respect to for each Company U.S. Benefit Plan (if any for which such a summary plan description is required) and , (ED) each trust agreement, agreement and group annuity contract or other funding and financing arrangement mechanism (other than insurance contracts) relating to any Company U.S. Benefit Plan. SES has also delivered , (E) the most recent audited financial statements and actuarial valuation reports with respect to each Benefit Plan, to the GE Entities trueextent available; and (F) the most recent determination letter with respect to each U.S. Benefit Plan (or, correct and complete information regarding with respect to any request for a determination letter which is pending with the current base salaryInternal Revenue Service, 2005 bonuses, projections as copies of the date hereof request submitted to the Internal Revenue Service and any correspondence with the Internal Revenue Service concerning such request, and an accurate description of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans any outstanding issues which remain to be transferred by SES satisfactorily resolved prior to receipt of such determination letter). As soon as practicable following the date of execution of this Agreement, Westinghouse will deliver or make available to Buyer any attorney's response to an auditor's request for information with respect to any U.S. Benefit Plan which has been rendered within the two years preceding such date of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closingexecution.

Benefit Plans. (a) Section 4.13(a) of the Company Disclosure Schedule 4.20(a)(i) contains, sets forth a true and complete list of each material Affiliated Benefit Plan and each Company Benefit Plan as of the date of this Agreement, a list of all material employee pension or welfare benefit plans, bonus, stock option, stock purchase, deferred compensation, severance, disability, vacation pay, sick pay, or other plans or arrangements and employee fringe benefit plans maintained, or contributed to, by SES or any of its Affiliates for the benefit of any Transferred Employee, or with . With respect to which any each material Affiliated Benefit Plan and each Company Benefit Plan, the Company has made available to Purchaser a current, complete and accurate copy (or to the extent no copy exists, an accurate summary) of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreementseach such Affiliated Benefit Plan or Company Benefit Plan, including any material amendments thereto, (ii) all agreements with individuals to which any of Satlynx or its Subsidiariestrust, or SES or its Affiliates with respect to the AMC-23 Businessinsurance, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention annuity or other plan) and funding instrument related thereto, (iii) all plans, agreements any summary plan description and arrangements providing for cash compensation and bonuses other written communications (all or a description of any oral communications) by an Acquired Company to Company Employees concerning the foregoing being hereinafter called “extent of the benefits provided under a Company Benefit Plans”). SES has made available Plan, (iv) for the most recent year and to the GE Entities trueextent applicable, complete and correct copies of (A) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form)unaudited financial information, (B) any individual employment actuarial or consulting agreements other valuation reports prepared with respect thereto (where such statements or collective bargaining agreements set forth in Schedule 4.17(a)(ireports are required to be prepared under applicable Law or otherwise reasonably available) and (iiC) Form 5500 and attached schedules (or for any non-U.S. Company Benefit Plan, the most recent filings required to be made with any Governmental Entity), (Cv) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect all material Contracts relating to each Company Benefit Plan (if any such report was required), (D) the most recent summary plan description with respect to each Company Benefit Plan (if any such summary plan description is required) and (Evi) all information that is necessary or required for Purchaser to satisfy each trust agreement, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered of its covenants under Section 6.3 that relate to the GE Entities trueprovision of benefits after the Closing. Seller has provided Purchaser with data, correct and complete records or information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the sufficient to identify those non-U.S. Company Benefit Plans that (x) provide defined benefit pension benefits, (y) are plans to be transferred by SES or any of its Affiliates (which employers other than Satlynx the Acquired Companies contribute, or (z) are intended to qualify for favorable Tax treatment under the Laws of any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closingjurisdiction.

Benefit Plans. (a) Schedule 4.20(a)(i) containsExhibit 7.15-1 hereto lists every pension, as of the date of this Agreementretirement, a list of all material employee pension or welfare benefit plansprofit-sharing, bonusdeferred compensation, stock option, employee stock purchaseownership, deferred compensation, severance, disability, vacation severance pay, sick payvacation, bonus, or other plans incentive plan, any other written or arrangements and unwritten employee program, arrangement, agreement, or understanding (whether arrived at through collective bargaining or otherwise), any medical, vision, dental, or other health plan, any life insurance plan, or any other employee benefit plan or fringe benefit plans plan, currently or previously adopted, maintained, sponsored, in whole or in part, or contributed toto by any of the Companies, by SES Main Sellers, or any Affiliate of its Affiliates Main Sellers for the benefit of any Transferred Employeeof the Employees, retirees, dependents, spouses, directors, independent contractors, or with respect to other beneficiaries of any of the Companies and under which any of the Transferred Businesses could reasonably be expected Employees, former employees, retirees, dependents, spouses, directors, independent contractors, or other beneficiaries of any of the Companies are eligible to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements participate or in connection with individuals to which any of Satlynx the Companies may have any contingent or non-contingent Liability of any kind whether or not probable of assertion (collectively, the “Benefit Plans”); such list correctly states the legal basis for each Benefit Plan and the nature of the respective agreements or other commitments.. Except as set forth in Exhibit 7.15-1, none of the Companies maintains or contributes to any Benefit Plans or other agreements or arrangements for the benefit of its Subsidiariesemployees nor has any of the Companies taken any action directly or indirectly to obligate it under, or SES to institute any such plan. Each of the Companies has complied with all applicable Laws, terms and conditions of, and has no Liabilities or obligations with respect to, its Affiliates Benefit Plans, and the Benefit Plans are valid and enforceable in accordance with their terms and conditions. Any contributions required to be made by any of the Companies to pension, social, medical, or other insurance for the Employees have been made, including for all persons, whether considered independent or as employees by such Company, who would be considered employees by Law. There are no Liabilities with respect to the AMC-23 BusinessBenefit Plans, is a party (including individual retention agreementswhether absolute, including any arisingaccrued, contingent, or arising nominallyotherwise, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities true, complete and correct copies of (A) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements than those set forth in Schedule 4.17(a)(iExhibit 7.15-2. The consummation of the transactions contemplated by this Agreement will not (i) and entitle any current or former employee of any the Companies to severance pay, unemployment compensation, or any payment contingent upon a change in control or ownership, or (ii)) accelerate the time of payment or vesting, (C) or increase the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect amount, of any compensation due to each Company Benefit Plan (if any such report was required)employee or former employee. All Liabilities or obligations of the Companies for pension and other benefits, (D) the most recent summary plan description with respect to each Company Benefit Plan (if any such summary plan description is required) including Christmas and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections 13th-month salaries, vacation and other allowances, and overtime compensation are fully reflected and adequately accrued for in the Financial Statements. In the past, all pensions provided by the Companies have been adjusted regularly as required by Section 16 German Company Pension Act (BetrAVG) or, where applicable, by equivalent provisions of the date hereof of 2006 bonuses foreign law or contractual provisions, and employee benefits of the Transferred Employees. Schedule 4.20(a)(iiino backlog adjustments (nachholende Anpassungen) contains a list of the Company Benefit Plans are required to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closing.made for periods until the Initial Closing Date. 7.16

Benefit Plans. (a) Schedule 4.20(a)(i3.12(a) contains, as of the date of this Agreement, Company Disclosure Letter sets forth a correct list of all (A) employee benefit plans within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA; and (B) stock option plans, stock purchase plans, bonus or incentive award plans, severance pay plans, programs or arrangements, deferred compensation arrangements or agreements, or material employment agreements, executive compensation plans, programs, agreements or arrangements, change in control plans, programs or arrangements, supplemental income arrangements, vacation plans, and all other employee pension or welfare benefit plans, bonusagreements, stock optionand arrangements, stock purchasenot described in (A) above; in each case whether written, deferred compensationunwritten or otherwise, severancefunded or unfunded, disabilitythat is maintained, vacation pay, sick paycontributed to, or other plans or arrangements and employee fringe benefit plans maintained, or required to be contributed to, by SES the Company or any of its Affiliates for the benefit Subsidiaries, under which any current employee (of any Transferred Employeedependent thereof) is eligible to receive benefit or otherwise participate, or and/or with respect to which the Company or any of the Transferred Businesses could its Subsidiaries would reasonably be expected to incur have any liabilityliability or obligation (each, but excluding (i) collective bargaining agreementsa “Company Employee Plan”), (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates provided that with respect to the AMC-23 Business, is a party (including individual retention any Company Employee Plans that are employment agreements, including any arisingoffer letters, consulting agreements or similar agreements that are terminable without penalty on less than 30 days’ notice, without severance, change in control or similar payments or benefits, only the forms thereof need to be listed on Section 3.12(a) of the Company Disclosure Letter. A correct copy of each of the Company Employee Plans set forth on Schedule 3.12(a) of the Company Disclosure Letter, and all material Contracts relating thereto, or arising nominallyto the funding thereof, under a retention or other plan) including all trust agreements, insurance contracts, administration contracts, investment management agreements, and (iii) all planssubscription and participation agreements, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has have been made available to Parent. In the GE Entities true, complete and correct copies case of (A) each any material Company Benefit Employee Plan (or a summary of the Company Benefit Plan if it which is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the Company has made available to Parent a written description of the material terms of such Company Employee Plan. A copy of the most recent annual report on Form 5500 filed with the Internal Revenue Service report, actuarial report, summary plan description, and IRS determination or opinion letter with respect to each Company Benefit Plan (if any such report was required)Employee Plan, (D) the most recent summary plan description with respect to each Company Benefit Plan (if any such summary plan description is required) and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered to the GE Entities trueextent applicable and available, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans has been made available to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at ClosingParent.

Benefit Plans. (aSchedule 5.19(a) Schedule 4.20(a)(i) contains, as of the date of this Agreement, contains a true and complete list of all material employee pension or welfare benefit plans, bonus, stock option, stock purchase, deferred compensation, severance, disability, vacation pay, sick pay, or other plans or arrangements and employee fringe benefit plans each Benefit Plan. The Company has separately identified in Schedule 5.19(a) each Benefit Plan that contains a change in control provision. No Benefit Plan is maintained, or sponsored, contributed to, or required to be contributed to by SES or any of its Affiliates Target Company for the benefit of any Transferred Employeeemployees outside of the United States; and no Benefit Plan is maintained through a human resources and benefits outsourcing entity, professional employer organization, or with other similar vendor or provider. Neither any Target Company nor any current or former ERISA Affiliate of such Target Company has ever made or had an obligation to make any contributions to any multi-employer plan (as defined in ERISA Section 3(37) or 4001(a)(3)) or to any “pension plan” (as defined in Section 3(2) of ERISA) subject to the minimum funding standards of ERISA or Title IV of ERISA. With respect to which any of each Benefit Plan, the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities trueBuyer accurate, current and complete and correct copies of each of the following: (Ai) each Company where the Benefit Plan has been reduced to writing, the plan document together with all amendments; (ii) where the Benefit Plan has not been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, COBRA communications, employee handbooks and any other written communications (or a summary description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Company Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification; (vi) in the case of any Benefit Plan for which a Form 5500 must be filed, a copy of the three most recently filed Forms 5500, with all corresponding schedules and financial statements attached; (vii) if it is not in written form)applicable, actuarial valuations and reports related to any Benefit Plans with respect to the three (B3) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and most recently completed plan years; (ii), (Cviii) the most recent annual report on Form 5500 filed with nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required)Service, (D) the most recent summary plan description with respect to each Company Benefit Plan (if any such summary plan description is required) and (E) each trust agreement, group annuity contract Department of Labor or other funding and financing arrangement Governmental Authority relating to any Company the Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closing.

Benefit Plans. (a) Schedule 4.20(a)(i) contains, as As of the date of this Agreement, a list of Closing Date: (i) all material "employee pension or welfare benefit plans," as defined in Section 3(3) of ERISA including any "multi-employer plan," as defined in Section 4001(a)(3) of ERISA (a "Multi- employer Plan,") or any other employee benefit arrangements or payroll practices (whether or not qualified for Federal income tax purposes, bonuswhether or not funded, whether formal or informal, whether for the benefit of a single individual or more than one individual and whether for the benefit of current or former employees or their beneficiaries), including, without limitation, severance, pension, retirement, profit sharing, deferred compensation, stock purchase, stock option, restricted stock, stock purchaseappreciation rights, deferred compensationincentive, severancebonus or other similar plans, disabilityhospitalization, medical, vision, dental or other health plans, sick leave, vacation pay, sick paysalary continuation for disability, consulting or other plans or compensation arrangements and employee fringe benefit plans (the "Plans") maintained, or contributed to, by SES MW or any of its Affiliates for the benefit of any Transferred Employeetrade or business (whether or not incorporated) that is under common control with MW, or is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (an "ERISA Affiliate") are set forth on SCHEDULE 3.16B; (ii) each Plan is in compliance in all material respects with the applicable provisions of ERISA and the Code, including the filing of reports thereunder, and with respect to which any each Plan all required contributions and benefits have been paid when due in accordance with the provisions of each such Plan and the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any applicable provisions of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) ERISA; and (iii) all plansnone of the Plans is subject to Title IV of ERISA and no Plan has been terminated with any outstanding liability. No Plan that is a "welfare plan," as defined in Section 3(1) of ERISA, agreements provides for continuing benefits or coverage for any participant or beneficiary of a participant after such participant's termination of employment (except as may be required by Section 4980B of the Code and arrangements providing for cash compensation and bonuses (all at the foregoing being hereinafter called “Company Benefit Plans”sole expense of the participant or the beneficiary of the participant). SES has made available to MW and each ERISA Affiliate have materially complied with the GE Entities true, complete notice and correct copies continuation requirements of (A) each Company Benefit Plan (or a summary Section 4980B of the Company Benefit Code and the regulations thereunder. The execution and delivery of this Agreement and the consummation of the transactions thereby will result in the acceleration of the time of payment or vesting of Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements benefits as set forth in Schedule 4.17(a)(ion SCHEDULE 3.16B. SCHEDULE 3.16B also sets forth the administrative costs due and payable for MW's 401(k) and (ii), (C) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required), (D) the most recent summary plan description with respect to each Company Benefit Plan (if any such summary plan description is required) and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at ClosingClosing Date.

Benefit Plans. (a) Schedule 4.20(a)(i) containsExhibit 7.15-1 hereto lists every pension, as of the date of this Agreementretirement, a list of all material employee pension or welfare benefit plansprofit-sharing, bonusdeferred compensation, stock option, employee stock purchaseownership, deferred compensation, severance, disability, vacation severance pay, sick payvacation, bonus, or other plans incentive plan, any other written or arrangements and unwritten employee program, arrangement, agreement, or understanding (whether arrived at through collective bargaining or otherwise), any medical, vision, dental, or other health plan, any life insurance plan, or any other employee benefit plan or fringe benefit plans plan, currently or previously adopted, maintained, sponsored, in whole or in part, or contributed toto by any of the Companies, by SES Main Sellers, or any Affiliate of its Affiliates Main Sellers for the benefit of any Transferred Employeeof the Employees, retirees, dependents, spouses, directors, independent contractors, or with respect to other beneficiaries of any of the Companies and under which any of the Transferred Businesses could reasonably be expected Employees, former employees, retirees, dependents, spouses, directors, independent contractors, or other beneficiaries of any of the Companies are eligible to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements participate or in connection with individuals to which any of Satlynx the Companies may have any contingent or non-contingent Liability of any kind whether or not probable of assertion (collectively, the “Benefit Plans”); such list correctly states the legal basis for each Benefit Plan and the nature of the respective agreements or other commitments.. Except as set forth in Exhibit 7.15-1, none of the Companies maintains or contributes to any Benefit Plans or other agreements or arrangements for the benefit of its Subsidiariesemployees nor has any of the Companies taken any action directly or indirectly to obligate it under, or SES to institute any such plan. Each of the Companies has complied with all applicable Laws, terms and conditions of, and has no Liabilities or obligations with respect to, its Affiliates Benefit Plans, and the Benefit Plans are valid and enforceable in accordance with their terms and conditions. Any contributions required to be made by any of the Companies to pension, social, medical, or other insurance for the Employees have been made, including for all persons, whether considered independent or as employees by such Company, who would be considered employees by Law. There are no Liabilities with respect to the AMC-23 BusinessBenefit Plans, is a party (including individual retention agreementswhether absolute, including any arisingaccrued, contingent, or arising nominallyotherwise, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities true, complete and correct copies of (A) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements than those set forth in Schedule 4.17(a)(iExhibit 7.15-2. The consummation of the transactions contemplated by this Agreement will not (i) and entitle any current or former employee of any the Companies to severance pay, unemployment compensation, or any payment contingent upon a change in control or ownership, or (ii)) accelerate the time of payment or vesting, (C) or increase the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect amount, of any compensation due to each Company Benefit Plan (if any such report was required)employee or former employee. All Liabilities or obligations of the Companies for pension and other benefits, (D) the most recent summary plan description with respect to each Company Benefit Plan (if any such summary plan description is required) including Christmas and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections 13th-month salaries, vacation and other allowances, and overtime compensation are fully reflected and adequately accrued for in the Financial Statements. In the past, all pensions provided by the Companies have been adjusted regularly as required by Section 16 German Company Pension Act (BetrAVG) or, where applicable, by equivalent provisions of the date hereof of 2006 bonuses foreign law or contractual provisions, and employee benefits of the Transferred Employees. Schedule 4.20(a)(iiino backlog adjustments (nachholende Anpassungen) contains a list of the Company Benefit Plans are required to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closingmade for periods until the Initial Closing Date.

Benefit Plans. (aSection 2.23(d) Schedule 4.20(a)(i) contains, as of the date of this Agreement, Company Disclosure Schedule contains a correct and complete list of all material each (i) "employee pension benefit plan" as defined in Section 3(2) of ERISA and not exempted under Section 4(b) or welfare benefit plans, bonus, stock option, stock purchase, deferred compensation, severance, disability, vacation pay, sick pay, or other plans or arrangements and employee fringe benefit plans maintained, or contributed to, 201 of ERISA maintained by SES the Company or any of its Affiliates for subsidiaries, or to which the Company or any of its subsidiaries is required to contribute or with respect to which the Company or any of its subsidiaries may have any liability, including without limitation any multiemployer pension plan (as defined in Section 3(37) of ERISA), and (ii) each "employee welfare benefit plan" as defined in Section 3(1) of ERISA maintained by the Company or any Transferred Employeeof its subsidiaries, or to which the Company or any of its subsidiaries contributes or is required to contribute, or with respect to which the Company or any of its subsidiaries may have any liability , and each other plan or arrangement that provides benefits (including, without limitation, profit-sharing, bonus, equity option, equity purchase, equity bonus, dependent care assistance, excess benefit, incentive, salary continuation, and other compensation arrangements, vacation plans or programs, severance benefits, sick leave plans or programs, dental or medical plans or programs, and related or similar benefits) are afforded to employees of, or otherwise required to be provided by, the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which Company or any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party subsidiaries (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements programs and arrangements providing for cash compensation and bonuses described in clauses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities true, complete and correct copies of (A) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(ii) and (ii), together, the "EMPLOYEE BENEFIT PLANS"). With respect to each Employee Benefit Plan, the Selling Members have furnished to Buyer, to the extent applicable, correct and complete copies of (CA) the most recent annual report reports on Form 5500 (including schedules) filed with the Internal Revenue Service with respect to IRS; (B) the documents and instruments governing each Company such Employee Benefit Plan and related funding arrangement; (if any such report was required), (DC) the most recent summary plan description and any summaries of modifications for each such Employee Benefit Plan; and (D) the most recent favorable IRS determination letter and antecedent application materials for each Employee Benefit Plan that is intended to be qualified pursuant to Code section 401(a). There is no, and could not be any, liability of the Company or any of its subsidiaries under any insurance policy or similar arrangement procured in connection with any Employee Benefit Plan in the nature of a retroactive rate adjustment or loss sharing arrangement. The Company and its subsidiaries do not maintain or contribute to, and could not incur any liability with respect to, any plan subject to each Company Title IV of ERISA. Each Employee Benefit Plan has been operated and maintained in all material respects, in accordance with its terms and applicable law (if including, without limitation, ERISA and the Code), and there has been no violation of any such summary plan description is requiredreporting or disclosure requirement imposed by ERISA or the Code. Each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code, and (E) each trust agreementintended to be exempt under Section 501(a) of the Code, group annuity contract has been determined to be so qualified or other funding exempt by the IRS, and financing arrangement relating no event has occurred that could reasonably be expected to result in the loss of such tax qualification. No fiduciary or party in interest of any Employee Benefit Plan has participated in, engaged in or been a party to any Company Benefit Plantransaction that is prohibited under Section 4975 of the Code or Section 406 of ERISA and not exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), respectively. SES has also delivered Other than routine claims for benefits, there is no claim or proceeding (including any audit or investigation) pending or, to the GE Entities trueknowledge of any of the Selling Members, correct **CONFIDENTIAL TREATMENT REQUESTED BY XXXXXXXX, INC.** threatened, involving any Employee Benefit Plan by any person, or by the IRS or any other Governmental Entity or quasi-governmental agency. There will be no payment, accrual of additional benefits, acceleration of payments or vesting of any benefit under any Employee Benefit Plan or any other agreement or arrangement to which the Company or any of its subsidiaries is a party, and complete information regarding no employee, officer or director of the current base salaryCompany or its subsidiaries will become entitled to severance, 2005 bonusestermination allowance, projections or any other payments, solely by reason of entering into or in connection with the transactions contemplated by this Agreement. To the extent permitted by applicable law, each Employee Benefit Plan can be amended or terminated at any time, without consent from any other party and without liability other than for benefits accrued as of the date hereof of 2006 bonuses such amendment or termination (and employee benefits ordinary administration expenses). The Company and its subsidiaries have made full and timely payment of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans all amounts required to be transferred by SES contributed or any paid as expenses under the terms of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closingeach Employee Benefit Plan and applicable law.

Benefit Plans. Schedule 5.17(a) sets forth an accurate, correct and complete list and summary description of all "WELFARE BENEFIT PLANS" (aas defined in Section 3(2) Schedule 4.20(a)(i) containsof the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), "EMPLOYEE PENSION BENEFIT PLANS" (as defined in Section 3(2) of the date of this Agreement, a list of all material employee pension or welfare benefit plansERISA), bonus, stock option, stock purchaseprofit sharing, deferred compensation, severance, disability, vacation pay, sick pay, incentive or other compensation plans or arrangements arrangements, and other employee fringe benefit plans maintainedplans, whether funded or unfunded, qualified or unqualified (all the foregoing being herein called "BENEFIT PLANS") maintained or contributed to, to by SES the Company or any subsidiary or any other organization which is a member of its Affiliates a controlled group of organizations (within the meaning of Sections 414(b), (c), (m) or (o) of the Code) for the benefit of any Transferred Employeeof its officers, employees or with respect other persons. The Company has delivered to which any Buyer accurate, correct and complete copies of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreementseach Benefit Plan (or, in the case of any unwritten Benefit Plans, descriptions thereof), (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities true, complete and correct copies of (A) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the most recent annual report on Form 5500 and attached Schedule B (including any related actuarial valuation report), if any, filed with the Internal Revenue Service with respect to each Company any Benefit Plan Plan, (if any such report was required), (D) the most recent summary plan description with respect to each Company Benefit Plan (if any such summary plan description is required) and (Eiii) each trust agreement, agreement and group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered to , (iv) certified financial statements and actuarial reports in the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list possession of the Company Benefit Plans and/or its agents and representatives or which information is otherwise known by the Company to be transferred exist, (v) attorney's response to an auditor's request for information in the possession of the Company and/or its agents and representatives or which information is otherwise known by SES the Company to exist, (vi) collective bargaining agreements or other such contracts, (vii) each ruling letter in the possession of the Company and/or its agents and representatives or which information is otherwise known by the Company to exist or any outstanding ruling request by the Company on the tax exempt status of its Affiliates any voluntary employees' beneficiary association ("VEBA") implementing a Benefit Plan, (viii) each general notification to employees of their rights under Section 4980B of the Code and any other than Satlynx or such correspondence indicating compliance with said Section 4980B, and (x) all documents evidencing loans to any of its Subsidiaries) to Splitco or any of its Subsidiaries at ClosingBenefit Plan that is an employee stock ownership plan.

Benefit Plans. (a) Schedule 4.20(a)(i) contains, as Section 5.16 of the date Company Disclosure Letter sets forth the name of this Agreementeach Company Plan (as defined below) and of each bonus, deferred compensation (together with a list of all material participants therein), incentive compensation, profit sharing, salary continuation (together with a list of participants therein), employee pension or welfare benefit plansbenefit, bonusfringe benefit, stock purchase, stock option, stock purchase, deferred compensationemployment, severance, disabilitytermination, vacation paygolden parachute, sick payconsulting or supplemental retirement plan or agreement relating to Company and its Subsidiaries or to their employees or independent contractors (collectively, or other plans or arrangements and employee fringe benefit plans maintainedthe "BENEFIT PLANS"), or contributed to, by SES or any true copies of its Affiliates for the benefit of any Transferred Employee, or with respect to which any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has have heretofore been made available to the GE Entities Healtheon/WebMD. Company has also delivered to Healtheon/WebMD true, complete and correct copies of (A1) each Company Benefit Plan (or a summary or, in the case of the Company any unwritten Benefit Plan if it is not in written formPlans, descriptions thereof), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C2) the two most recent annual report reports on Form 5500 (including all schedules and attachments thereto) filed with the Internal Revenue Service IRS with respect to each Company Benefit Plan (if any such report was requiredrequired by applicable Law), (D3) the most recent summary plan description with respect to (or similar document) for each Company Benefit Plan (if any for which such a summary plan description is required) required by applicable Law or was otherwise provided to plan participants or beneficiaries and (E4) each trust agreement, group agreement and insurance or annuity contract or other funding and or financing arrangement relating to any Company Benefit Plan. SES Each Company Plan and Benefit Plan has also delivered been administered in all Material respects in accordance with its terms and complies in all Material respects with ERISA, the Internal Revenue Code and all other applicable Laws. All contributions to, and payments from, the Benefit Plans that may have been required to be made in accordance with the terms of the Benefit Plans, any applicable collective bargaining agreement and, when applicable, Section 302 of ERISA or Section 412 of the Internal Revenue Code, have been timely made. All such contributions to, and payments from, the Benefit Plans, except those payments to be made from a trust qualified under Section 401(a) of the Internal Revenue Code, for any period ending before the Effective Time that are not yet, but will be, required to be made, will be properly accrued and reflected in the balance sheet included in the Company Financial Statements. No "reportable event" (within the meaning of Section 4043 of ERISA) has occurred with respect to any Company Plan for which the 30-day notice requirement has not been waived (other than with respect to the GE Entities truetransactions contemplated by this Agreement); neither Company nor any of its ERISA Affiliates has withdrawn from any Company Plan under Section 4063 of ERISA or Company Multiemployer Plan (as defined below) under Section 4203 or 4205 of ERISA or has taken, correct or is currently considering taking, any action to do so; and no action has been taken, or is currently being considered, to terminate any Company Plan subject to Title IV of ERISA. No Company Plan, nor any trust created thereunder, has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived. As of the most recent valuation date for each Company Plan that is a "defined benefit plan" (as defined in Section 3(35) of ERISA (hereinafter a "DEFINED BENEFIT Plan")), there was not any amount of "unfunded benefit liabilities" (as defined in Section 4001(a)(18) of ERISA) under such Defined Benefit Plan, and Company is not aware of any facts or circumstances that would Materially change the funded status of any such Defined Benefit Plan. Company has furnished to Healtheon/WebMD the most recent actuarial report or valuation with respect to each Defined Benefit Plan. The information supplied to the plan actuary by Company and any ERISA Affiliate (as defined below) for use in preparing those reports or valuations was complete information regarding and accurate in all Material respects and Company has no reason to believe that the current base salary, 2005 bonuses, projections as conclusions expressed in those reports or valuations are incorrect. Neither Company nor any ERISA Affiliate has (a) engaged in a transaction described in Section 4069 of ERISA that could subject Company to liability at any time after the date hereof or (b) acted in a manner that could, or failed to act so as to, result in Material fines, penalties, taxes or related charges under (x) Section 502(c)(i)(1) of 2006 bonuses and employee benefits ERISA, (y) Section 4071 of ERISA or (z) Chapter 43 of the Transferred EmployeesInternal Revenue Code. Schedule 4.20(a)(iiiThere are no Material (individually or in the aggregate) contains a list actions, suits or claims pending or, to the Knowledge of the Company, threatened in writing (other than routine claims for benefits) with respect to any Company Plan or Benefit Plans to be transferred by SES or Plan. Neither Company nor any of its ERISA Affiliates (other than Satlynx has incurred or could reasonably be expected to incur any Material liability under or pursuant to Title IV of its SubsidiariesERISA that has not been satisfied in full. To the Knowledge of Company, no Material non-exempt prohibited transactions described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code have occurred. All Company Plans that are intended to be qualified under Section 401(a) of the Internal Revenue Code have received a favorable determination letter as to Splitco such qualification from the IRS, and no event has occurred, either by reason of any action or failure to act, which could be expected to cause the loss of any such qualification, and Company is not aware of its Subsidiaries at Closing.any reason why any Company Plan and Benefit Plan is not so qualified in operation. Company has

Benefit Plans. (ai) Schedule 4.20(a)(i) containsWith respect to each material employee benefit plan (including, without limitation, any “employee benefit plan”, as defined in Section 3(3) of the date Employee Retirement Income Security Act of this Agreement1974, a list as amended (“ERISA”), including, without limitation, multiemployer plans within the meaning of ERISA Section 3(37)) and all material employee pension or welfare benefit plans, bonusstock purchase, stock option, stock purchaseseverance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensationcompensation and other material employee benefit plans, severanceagreements, disabilityprograms, vacation pay, sick pay, policies or other plans arrangements, whether or arrangements and employee fringe benefit plans maintainednot subject to ERISA, or contributed to, by SES or any of its Affiliates for the benefit of any Transferred Employee, or with respect to which any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter herein called “Company Benefit Plans”). SES , under which any employee, former employee, consultant, former consultant or director of KeySpan or any of its Subsidiaries has any present or future right to benefits, maintained or contributed to by KeySpan or by any trade or business, whether or not incorporated (an “ERISA Affiliate”), that together with KeySpan would be deemed a “single employer” within the meaning of Section 4001(b) of ERISA, or under which KeySpan or any of its Subsidiaries has any present or future liability or potential liability (the “KeySpan Benefit Plans”), KeySpan has made available available, or within 30 days after the execution hereof will make available, to the GE Entities true, complete Parent a true and correct copies copy of (A) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the most recent annual report on (Form 5500 5500) filed with the Internal Revenue Service with respect IRS, (B) such KeySpan Benefit Plan, (C) each trust agreement relating to each Company such KeySpan Benefit Plan (if any such report was required)Plan, (D) the most recent summary plan description with respect to for each Company KeySpan Benefit Plan (if any such for which a summary plan description is required) and required by ERISA, (E) each trust agreement, group annuity contract the most recent actuarial report or other funding and financing arrangement valuation relating to a KeySpan Benefit Plan subject to Title IV of ERISA and (F) the most recent determination letter issued by the IRS with respect to any Company KeySpan Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as Plan qualified under Section 401(a) of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at ClosingCode.

Benefit Plans. (a) Schedule 4.20(a)(i) contains, as 3.14 of the date of this Agreement, a list of Disclosure Schedule sets forth all material employee pension or welfare benefit plans, bonusprograms, stock optionpolicies, stock purchasepractices, deferred compensationagreements and arrangements (including, severancebut not limited to, disabilityall plans described in Section 3(3) of the Employee Retirement Income Security Act of 1974, vacation pay, sick pay, or other plans or arrangements and employee fringe benefit plans maintained, as amended (“ERISA”)) maintained or contributed to, to by SES or any of its Affiliates the Company for the benefit of any Transferred Employeeof its current or former officers, employees, directors or independent contractors, or with respect to which the Company has (or could have) any obligation or liability (including, but not limited to, liabilities arising from affiliation under Section 414(b), (c), (m) or (o) of the Transferred Businesses Code, or Section 4001 of ERISA) (each, a “Benefit Plan” and collectively, the “Benefit Plans”). There has been no amendment or announcement (written or oral) by the Company relating to a change in participation or coverage under, any Benefit Plan that could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any materially increase the expense of Satlynx or its Subsidiaries, or SES or its Affiliates maintaining such Benefit Plan above the level of expense incurred with respect thereto for the most recent fiscal year included in the financial statements provided pursuant to Section 3.7. Each Benefit Plan can be terminated by the AMC-23 Business, is a party Company at any time without liability or expense (including individual retention agreements, including other than for any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all benefits accrued thereunder at the foregoing being hereinafter called “Company Benefit Plans”time of such termination). SES None of the rights of the Company under any Benefit Plan will be impaired in any way by the consummation of the transactions contemplated by this Agreement. (b) With respect to each Benefit Plan, the Company has made available to the GE Entities true, Buyer (to the extent applicable to such Benefit Plan) true and complete and correct copies of of: (Ai) each Company all documents embodying such Benefit Plan (or a summary of the Company including all amendments thereto) or, if such Benefit Plan if it is not in writing, a written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and description of such Benefit Plan; (ii), (C) the most recent last three annual report on reports (Form 5500 series and all schedules and financial statements attached thereto) filed with the Internal Revenue Service with respect to each Company such Benefit Plan Plan; (if any such report was required), (Diii) the most recent summary plan description description, and all summaries of material modifications related thereto, distributed with respect to such Benefit Plan; (iv) all contracts and agreements (and any amendments thereto) relating to such Benefit Plan, including, without limitation, all trust agreements, investment management agreements, annuity contracts, insurance contracts, bonds, indemnification agreements and service provider agreements; (v) the most recent determination letter issued by the Internal Revenue Service (the “IRS”) with respect to such Benefit Plan; (vii) all written communications to employees, or to any other Persons (A) in which the provisions of such Benefit Plan, as set forth or described therein, differ materially from such provisions as set forth or described in the other information or materials furnished under this subsection (b), or (B) relating to the amendment, creation or termination of such Benefit Plan, or to an increase or decrease in benefits, acceleration of payments or vesting or any other event with respect to such Benefit Plan that could result in liability to the Company; (viii) all correspondence to or from any governmental entity or agency relating to such Benefit Plan; and (ix) all coverage, nondiscrimination, top heavy and Code Section 415 tests performed with respect to such Benefit Plan for the three most recently completed plan years. (c) Except as set forth on Schedule 3.17 of the Disclosure Schedule, with respect to each Benefit Plan: (i) such Benefit Plan is, and at all times since inception has been, maintained, operated, administered and funded in accordance with its terms and all Legal Requirements in all material respects; (ii) the Company and each other person (including, without limitation, all fiduciaries) have, at all times and in all material respects, properly performed all of their duties and obligations under or with respect to such Benefit Plan; (iii) all returns, reports, notices, statements and other disclosures relating to such Benefit Plan required to be filed with any governmental authority or distributed to any participant therein have been properly prepared and duly filed or distributed in a timely manner; (iv) all contributions, premiums and other payments due or required to be paid to (or with respect to) such Benefit Plan have been timely paid, or, if not yet due, have been accrued as a liability on the Balance Sheet; (v) no breach of fiduciary duty has occurred with respect to any Benefit Plan(vi) no “prohibited transaction” (within the meaning of either Section 4975(c) of the Code or Section 406 or 407 of ERISA) has occurred with respect to such Benefit Plan; and (vii) the Company has not incurred, and there exists no condition or set of circumstances in connection with which the Company or Buyer could incur, directly or indirectly, any material liability or expense (except for routine contributions and benefit payments) under ERISA, the Code or any other applicable Legal Requirement or pursuant to any indemnification or similar agreement, with respect to such Benefit Plan. (d) Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and each trust and group annuity contract related thereto is exempt from taxation under Section 501(a) of the Code. Each such Benefit Plan (if i) is the subject of an unrevoked favorable determination letter from the IRS with respect to such Benefit Plan's qualified status under the Code, as amended by that legislation commonly referred to as “GUST” and “EGTRRA” and all subsequent legislation, (ii) has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to request, and make any amendments necessary to obtain, such a letter from the IRS, or (iii) is a prototype plan or volume submitter plan entitled, under applicable IRS guidance, to rely on the favorable opinion or advisory letter issued by the IRS to the sponsor of such prototype or volume submitter plan. Nothing has occurred, or is reasonably expected by the Company or any Seller to occur, that could adversely affect the qualification or exemption of any such summary plan description is required) and (E) each Benefit Plan or any trust agreement, or group annuity contract related thereto. No such Benefit Plan is a "top-heavy plan," as defined in Section 416 of the Code. (e) The Company is not, and has never been, a member of (i) a controlled group of corporations, within the meaning of Section 414(b) of the Code, (ii) a group of trades or businesses under common control, within the meaning of Section 414(c) of the Code, (iii) an affiliated service group, within the meaning of Section 414(m) of the Code, or (iv) any other group of Persons treated as a single employer under Section 414(o) of the Code. (f) The Company does not sponsor, maintain or contribute to, and has never sponsored, maintained or contributed to (or been obligated to sponsor, maintain or contribute to), (a) a “multiemployer plan,” as defined in Section 3(37) or 4001(a)(3) of ERISA or 414(f) of the Code, (b) a multiple employer plan within the meaning of Section 4063 or 4064 of ERISA or Section 413(c) of the Code, (c) an employee benefit plan that is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code, or (d) a "multiple employer welfare arrangement," as defined in Section 3(40) of ERISA. (g) Neither the Company nor any Benefit Plan provides or has any obligation to provide (or contribute toward the cost of) life insurance, medical benefits or any other welfare benefits (within the meaning of Section 3(1) of ERISA) with respect to any current or former officer, employee, director, agent or independent contractor of the Company after his or her retirement or other funding termination of service for any reason, except to the extent required by Part 6 of Subtitle B of Title I of ERISA and financing arrangement relating Section 4980B(f) of the Code. (h) There are no actions, suits or claims (other than routine claims for benefits) pending or, to the knowledge of the Company, threatened with respect to (or against the assets of) any Benefit Plan, nor is there a basis for any such action, suit or claim. No Benefit Plan is currently under investigation, audit or review, directly or indirectly, by the IRS, the Department of Labor or any other government authority. (i) Schedule 3.18 of the Disclosure Schedule sets forth a complete and accurate list of all "nonqualified deferred compensation plans" (within the meaning of Section 409A of the Code) sponsored or maintained by the Company (or to which the Company is (or was) a party or in which any of their current or former officers, employees, agents, directors or independent contractors participated) at any time. Each such plan has been operated and administered in good faith compliance with Section 409A of the Code and any guidance issued by the United States Treasury Department or the IRS thereunder, to the extent applicable to such plan. No such plan has been "materially modified" (within the meaning of IRS Notice 2005-1 or Proposed Treasury Regulation Section 1.409A-6(a)(4)) at any time after October 3, 2004. (j) Neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will (i) result in any benefit or right becoming established or increased, or accelerate the time of payment or vesting, under any Benefit Plan, (ii) increase the amount of compensation due to any Company individual or forgive any indebtedness owed by any individual, or (iii) entitle any individual to severance pay, unemployment compensation, retention or transaction bonuses, or any other payment from the Company, Seller or any Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closing.3.21

Benefit Plans. As used herein, the term "BENEFIT PLANS" includes "WELFARE BENEFIT PLANS" (aas defined in Section 3(1) Schedule 4.20(a)(i) containsof the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), "EMPLOYEE PENSION BENEFIT PLANS" (as defined in Section 3(2) of the date of this AgreementERISA), a list of all material employee pension or welfare benefit plansbonus, profit sharing, deferred compensation, incentive, bonus, stock option, employee stock purchase, deferred compensation, severance, disability, vacation pay, sick pay, purchase or other compensation plans or arrangements arrangements, and other employee fringe benefit plans maintainedwhether funded or unfunded, qualified or unqualified, exclusive of multiemployer plans (as defined in Section 3(37) of ERISA), and exclusive of Canadian Plans (as hereafter defined) maintained or contributed to, to by SES the Company or any other organization ("COMMON CONTROL ENTITY") which is a member of its Affiliates a controlled group of organizations (within the meaning of Sections 414(b), (c), (m) or (o) of the Code) for the benefit of any Transferred Employeeof its officers, employees or with respect other persons. Schedules 3.22 and 3.23 set forth an accurate and complete list of each Benefit Plan maintained or contributed to which by the Company or any other Common Control Entity, since January 1, 1993 exclusive of benefits provided pursuant to a collective bargaining agreement (each such plan referred to as a "SCHEDULED BENEFIT PLAN"). Except as set forth in Schedule 3.23, the Transferred Businesses could reasonably be expected Company has delivered to incur any liability, but excluding Kellwood accurate and complete copies of (i) collective bargaining each Scheduled Benefit Plan (or, in the case of any unwritten Scheduled Benefit Plans, descriptions thereof) and any amendments thereto exclusive of terminated employment and consulting agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities true, complete and correct copies of (A) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the three most recent annual report on Form 5500 and attached Schedule B (including any related actuarial valuation report), if any, filed with the Internal Revenue Service with respect to each Company any Benefit Plan Plan, (if any such report was required), (Diii) the most recent summary plan description each trust agreement and group annuity contract relating to any Scheduled Benefit Plan, (iv) certified financial statements for each Scheduled Benefit Plan, (v) attorney's response to an auditor's request for information, with respect to Scheduled Benefit Plans (vi) collective bargaining agreements or other such contracts, (vii) Form S-8, including any amendments thereto, if any, (viii) each Company ruling letter or any outstanding ruling request on the tax exempt status of any voluntary employees' beneficiary association ("VEBA") implementing a Scheduled Benefit Plan Plan, if any, (if ix) each determination letter from the Internal Revenue Service, and each outstanding request for such a letter, on the tax qualified status of any such summary employee pension benefit plan description that is requiredintended to be qualified under Section 401(a) of the Code for each Scheduled Benefit Plan, and (Ex) each trust agreement, group annuity contract or other funding and financing arrangement relating general notification to any Company employees of their rights to continuation coverage under Sections 601 through 608 of ERISA for each Scheduled Benefit Plan. SES The Company has also delivered never sponsored, contributed to, nor been obligated to the GE Entities truecontribute to, correct and complete information regarding the current base salaryan employee pension benefit plan that is subject to Title I, 2005 bonusesSubtitle B, projections Part 3 of ERISA (relating to "FUNDING") exclusive of multiemployer plans (as defined in Section 3(37) of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at ClosingERISA).

Benefit Plans. (a) Schedule 4.20(a)(iSection 4.11(a) contains, as of the date Company Disclosure Letter sets forth each Employee Benefit Plan, and neither the Company nor any of this Agreementits Subsidiaries has communicated to any current or former employee any intention or commitment to amend, modify, establish or implement any Employee Benefit Plan. The Company has made available to Parent a list true and complete copy of each (i) Employee Benefit Plan (or written description of any oral Employee Benefit Plan), (ii) trust, insurance, annuity or other funding contract or arrangement related thereto (if applicable), (iii) the most recent financial statements and actuarial or other valuation reports prepared with respect thereto, and (iv) the most recent Form 5500 annual report (if any) required to be filed in connection with such Employee Benefit Plan. Each Employee Benefit Plan has been established, maintained and operated in material compliance with the terms of such Employee Benefit Plan and the applicable requirements of ERISA, the Code, and applicable Law. To the Knowledge of the Company, all material employer contributions and employee salary reduction contributions that are due have been made in all respects to each such Employee Benefit Plan that is an “employee pension benefit plan,” as defined in Section 3(2) of ERISA, and to the Knowledge of the Company, all premiums or other payments that are due have been paid with respect to each Employee Benefit Plan that is an “employee welfare benefit plansplan,” as defined in Section 3(1) of ERISA, bonusin each case, stock optionwithin the time prescribed by such Employee Benefit Plan or its related trust, stock purchaseinsurance contract or funding arrangement and applicable Law, deferred compensation, severance, disability, vacation pay, sick pay, or other plans or arrangements and employee fringe benefit plans maintained, or contributed to, by SES except as would not reasonably be expected to result in a material liability to the Company or any of its Affiliates for the benefit of any Transferred Employee, or with respect to which any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements. Each Employee Benefit Plan, including any arisingamendments thereto, that requires or is capable of approval by, or arising nominallyregistration or qualification for special tax status with, under a retention Governmental Entity (including, but not limited to, the appropriate taxation, social security or other plansupervisory authorities in the relevant country, state, territory or the like) has received such approval or been so qualified (or there remains a period of time in which to obtain such approval or qualification retroactive to the date of any such amendment that has not previously received such approval or qualification) and, to the Knowledge of the Company, no event has occurred and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all no circumstances exist which would be reasonably likely to adversely affect such approval or qualification or result in the imposition of material sanctions by such authorities. Without in any way limiting the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities truesentence, complete and correct copies of (A) each Company such Employee Benefit Plan that is intended to meet the requirements of a “qualified plan” under Code Section 401(a) has received a determination letter from the Internal Revenue Service (or a summary of the Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the most recent annual report may rely on Form 5500 filed with an opinion letter issued by the Internal Revenue Service with respect to each Company Benefit Plan (if any a standardized prototype plan adopted in accordance with the requirements for such report was requiredreliance) to the effect that it meets the requirements of Code Section 401(a), (D) and a true and complete copy of each such letter and opinion has been made available to Parent. No Action or other claim has been brought, or to the most recent summary plan description Knowledge of the Company is threatened by, against or with respect to each Company any Employee Benefit Plan (if or the employees or beneficiaries covered by it, including any such summary plan description is required) audit or inquiry by the Internal Revenue Service, United States Department of Labor or similar foreign Governmental Entity, and, to the Knowledge of the Company, no event has occurred and (E) each trust agreement, group annuity contract there currently exists no condition or other funding and financing arrangement relating set of circumstances in connection with which the Company would reasonably be expected to be subject to any Company material liability, other than routine claims for benefits. No Employee Benefit Plan. SES has also delivered to the GE Entities truePlan provides, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of nor does the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closinghave any liability in respect of, benefits, including health benefits (whether or not insured), with respect to employees or former employees of the Company after retirement or other termination of service (other than coverage mandated by applicable Law). No Employee Benefit Plan is subject to Title IV of ERISA, no liability under Title IV of ERISA has been incurred by the Company or any of its Subsidiaries or ERISA Affiliates, and no condition exists that presents a risk to the Company or any of its Subsidiaries or ERISA Affiliates of incurring a liability thereunder. Neither the Company nor any of its ERISA Affiliates contributes to or is obligated to contribute to, or within the three (3) years preceding the Agreement Date contributed to or was obligated to contribute to, a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA or a “multiple employer plan” within the meaning of Section 4063 or 4064 of ERISA.

Benefit Plans. (a) Schedule 4.20(a)(i) containsWith respect to each “employee benefit plan”, as defined in Section 3(3) of the date Employee Retirement Income Security Act of this Agreement1974, a list of all material employee pension or welfare benefit plansas amended (“ERISA”), bonusany stock purchase, stock option, stock purchaseseverance, employment, change-in-control, educational assistance, adoption assistance, fringe benefit, collective bargaining, bonus, incentive, deferred compensationcompensation and other material employee benefit plans, severanceagreements, disabilityprograms, vacation pay, sick pay, policies or other plans arrangements, whether or arrangements and employee fringe benefit plans maintainednot subject to ERISA, whether formal or contributed toinformal, by SES oral or any of its Affiliates for the benefit of any Transferred Employeewritten, legally binding or with respect to which any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses not (all the foregoing being hereinafter herein called “Company Benefit Plans”). SES , under which any employee, director, independent contractor or former employee, director or independent contractor of First Century or any of its Subsidiaries, or any spouse or dependent of any such employee or director, has made available any present or future right to benefits, and which is (or was prior to its termination) sponsored, maintained or contributed to by First Century or any of its Subsidiaries or under which First Century or any of its Subsidiaries has any present or future liability (the GE Entities “First Century Benefit Plans”), First Century has provided Summit a true, correct and complete and correct copies copy of (A) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (Ci) the most recent annual report on (Form 5500 5500) filed with the Internal Revenue Service with respect to each Company IRS and, where applicable, the related audited financial statements thereof, (ii) such First Century Benefit Plan (if any such report was required)Document and all related amendments thereto, (Diii) each trust agreement, summary employee booklets or handbooks, annuity contracts, insurance policies or any other funding instruments (“Funding Arrangements”) relating to such First Century Benefit Plan and all related amendments thereto, (iv) the most recent summary plan description with respect to for each Company First Century Benefit Plan (if any such for which a summary plan description is requiredrequired by ERISA, for Benefit Plans not subject to ERISA or that are unwritten, any relevant written summaries distributed to participants, if any, (v) any current contracts with independent contractors (including actuaries, investment managers, etc.) that relate to any First Century Benefit Plan, and (Evi) each trust agreement, group annuity contract the most recent determination letter (or other funding and financing arrangement relating equivalent) issued by the IRS with respect to any Company First Century Benefit Plan qualified under Section 401(a) of the Code. There are no unwritten amendments to any First Century Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closing.

Benefit Plans. (ai) Disclosure Schedule 4.20(a)(i4.2(j)(i) contains, as sets forth to the Knowledge of the date of this AgreementCompany, a true and complete list of all material “employee pension or welfare benefit plans”, bonusas defined in Section 3(3) of ERISA, whether or not subject to ERISA and all stock purchase, stock option, stock purchaseseverance, employment, change-in-control, educational assistance, adoption assistance, fringe benefit, collective bargaining, bonus, retention, incentive, deferred compensationcompensation and other employee benefit plans, severanceagreements, disabilityprograms, vacation pay, sick pay, policies or other plans arrangements, whether or arrangements and employee fringe benefit plans maintainednot subject to ERISA, whether formal or contributed toinformal, by SES oral or any of its Affiliates for the benefit of any Transferred Employeewritten, legally binding or with respect to which any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses not (all the foregoing being hereinafter herein called “Benefit Plans”), under which any employee, director, independent contractor or former employee, director or independent contractor of Company, or any spouse or dependent of any such employee or director, has any present or future right to benefits, and which is (or was prior to its termination) sponsored, maintained or contributed to by Company or under which Company has any present or future liability (“Company Benefit Plans”). SES , Company has provided or made available to the GE Entities Parent a true, correct and complete and correct copies copy of (A) each such Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form)and all related amendments thereto, (B) each trust agreement, summaries, employee booklets or handbooks, annuity contracts, insurance policies or any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(iother funding instruments (“Funding Arrangements”) relating to such Company Benefit Plan and (ii)all related amendments thereto, (C) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to summary plan description for each Company Benefit Plan (if for which a summary plan description is required by ERISA, for Benefit Plans not subject to ERISA or that are unwritten, any such report was required)relevant summaries, (D) the most recent summary plan description annual report (Form 5500) filed with respect to each Company Benefit Plan (if any such summary plan description is required) and the IRS and, where applicable, the related audited financial statements thereof, (E) each trust agreementany contracts with independent contractors (including actuaries, group annuity contract or other funding and financing arrangement relating investment managers, etc.) that relate to any Company Benefit Plan. SES has also delivered , and (F) the most recent determination letter (or equivalent) issued by the IRS with respect to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as any Company Benefit Plan qualified under Section 401(a) of the date hereof of 2006 bonuses and employee benefits of the Transferred EmployeesCode. Schedule 4.20(a)(iii) contains a list of the There are no unwritten amendments to any Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at ClosingPlan.

Benefit Plans. (ai) Section 3.01( l)(i) of the Company Disclosure Schedule 4.20(a)(icontains a complete and accurate list of each “employee benefit plan” (within the meaning of Section 3(3) containsof the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) including multiemployer plans within the meaning of Section 3(37) of ERISA), whether or not subject to ERISA and all employment, employee loan, collective bargaining, bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock appreciation, restricted stock, stock option, “phantom” stock, retirement, thrift savings, stock bonus, paid time off, fringe benefit, vacation, severance, retention, change in control, and all other employee benefit plans, programs, policies or Contracts maintained, contributed to or required to be maintained or contributed to by the Company or any of its Subsidiaries or any other person or entity that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Commonly Controlled Entity”) (exclusive of any such plan, program, policy or Contract mandated by and maintained solely pursuant to applicable Law), in each case providing benefits to any Company Personnel (collectively, the “Company Benefit Plans”) and each Company Benefit Agreement (exclusive of local offer letters mandated under applicable non-U.S. law that do not impose any severance obligations other than any mandatory statutory severance); provided, however, that (x) with respect to Company Benefit Plans maintained solely for service providers outside of the United States (each, a “Non-U.S. Company Benefit Plan ), the term Company Benefit Plans for purposes of this Agreement shall mean any material Non-U.S. Company Benefit Plans, (y) the Company shall not be required to list Non-U.S. Company Benefit Plans on Section 3.01(l)(i) of the Company Disclosure Schedule as of the date of this Agreement, a list Agreement but shall supplement such schedule to add such plans no later than 20 days following the date hereof and (z) individual option and restricted stock unit award agreements issued under the Company Stock Plans need not be listed on Section 3.01( l)(i) of all material the Company Disclosure Schedule. Each Company Benefit Plan that is an “employee pension or welfare benefit plans, bonus, stock option, stock purchase, deferred compensation, severance, disability, vacation pay, sick pay, or other plans or arrangements and employee fringe benefit plans maintained, or contributed to, by SES or any plan” (as defined in Section 3(2) of its Affiliates for the benefit of any Transferred Employee, or with respect ERISA) is sometimes referred to which any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is herein as a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities true, complete Pension Plan” and correct copies of (A) each Company Benefit Plan that is an “employee welfare benefit plan” (or as defined in Section 3(1) of ERISA) is sometimes referred to herein as a summary of the “Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required), (D) the most recent summary plan description with respect to each Company Benefit Plan (if any such summary plan description is required) and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating to any Company Benefit Welfare Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closing.”

Benefit Plans. (a) Schedule 4.20(a)(i) contains, as of the date For purposes of this AgreementSection 3.13, a list of all material employee pension or welfare benefit plans, bonus, stock option, stock purchase, deferred compensation, severance, disability, vacation pay, sick pay, or other plans or arrangements and employee fringe benefit plans maintained, or contributed to, by SES or any of its Affiliates for the benefit of any Transferred Employee, or with respect to which term “Plan” means any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, following that is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities true, complete and correct copies of (A) each Company Benefit Plan (or a summary of maintained by the Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required), (D) the most recent summary plan description with respect to each Company Benefit Plan (if any such summary plan description is required) and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closingor to which the Company or any of its Subsidiaries contributes or is obligated to contribute or under which the Company or any of its Subsidiaries directly or indirectly provides payments or benefits to one or more employees or former employees of, or current or former consultants or other service providers to, the Company or any of its Subsidiaries or to any beneficiary of any of the foregoing: an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)); a plan, policy, agreement or arrangement that would be an employee benefit plan (as so defined) but for the fact that it benefits non-employee service providers; and/or any other deferred compensation, incentive, severance, insurance, welfare, stock option, other stock-based or phantom stock-based, fringe-benefit or other benefit plan, policy, agreement or arrangement of any kind or description, whether or not reduced to writing. Section 3.13(a) of the Disclosure Schedule includes a true and complete list of all Plans subject to the laws of the United States and a description of all Foreign Benefit Plans. Except as set forth on Section 3.13(a) of the Disclosure Schedule, the Company has provided to Parent a complete copy of each Plan that has been reduced to writing, together with all amendments, a written summary of the material terms of each Plan that has not been reduced to writing, and, in the case of each Plan, a true and complete copy of each of the following that exists and relates to such Plan: each trust or other funding arrangement; each insurance contract; each administrative services agreement and recordkeeping agreement; each summary plan description or similar summary, together with all summaries of material modifications and other amendments; the most recent determination letter or opinion letter received from the Internal Revenue Service (the “IRS”); the three most recently filed Form 5500 Series annual reports, together with all schedules, attachments, and related opinions; and any correspondence from or to the IRS, the Department of Labor, or other government department or agency relating to an audit or penalty assessment or to requested relief from any liability or penalty relating to any Plan.

Benefit Plans. (a) Schedule 4.20(a)(iThe Company has provided to Parent a true and complete list of each “employee benefit plan” (within the meaning of section 3(3) containsof the Employee Retirement Income Security Act of 1974, as amended (“ERISA”, whether or not subject to ERISA)), “multiemployer plan” (within the meaning of the date of this AgreementERISA section 3(37)), a list of and all other material stock purchase, stock option or other equity-based, severance, employment, individual consulting, change-in-control, fringe benefit, bonus, incentive, deferred compensation and all other material employee pension or welfare benefit plans, bonusagreements, stock optionprograms, stock purchase, deferred compensation, severance, disability, vacation pay, sick pay, policies or other plans arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), whether formal or informal, written, legally binding or not, under which any current or former employee, director or individual independent contractor of the Company or its Subsidiaries has any present or future right to benefits or the Company or its Subsidiaries has had or has any present or future liability. All such plans, agreements, programs, policies and arrangements and employee fringe benefit plans maintained, or contributed to, by SES or any of its Affiliates for shall be collectively referred to as the benefit of any Transferred Employee, or with “Company Plans.” With respect to which any of each Company Plan, the Transferred Businesses could reasonably be expected Company has furnished or made available to incur any liabilityParent a current, but excluding accurate and complete copy thereof and, to the extent applicable: (i) collective bargaining agreementsany related trust agreement or other funding instrument, (ii) all agreements with individuals to which any the most recent determination letter of Satlynx or its Subsidiariesthe Internal Revenue Service (the “IRS”), or SES or its Affiliates with respect to the AMC-23 Businessif applicable, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plansany summary plan description and other equivalent written communications by the Company or its Subsidiaries to their employees concerning the extent of the benefits provided under a Company Plan and (iv) if applicable, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities true, complete and correct copies of two most recent years (A) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form)Form 5500 and attached schedules, (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii)audited financial statements, (C) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required), actuarial valuation reports and (D) the most recent summary plan description with respect attorney’s response to each Company Benefit Plan (if any such summary plan description is requiredan auditor’s request for information. Except as set forth on Section 3.10(a) and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES Disclosure Letter, each Company Plan is either exempt from or any has been established, documented, maintained and operated in all material respects in compliance with Section 409A of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closingthe Code and the applicable guidance issued thereunder.

Benefit Plans. (a) Schedule 4.20(a)(i) containsExhibit 5.16 lists every pension, as of the date of this Agreementretirement, a list of all material employee pension or welfare benefit plansprofit-sharing, bonusdeferred compensation, stock option, employee stock purchaseownership, deferred compensation, severance, disability, vacation severance pay, sick paybonus, or other plans incentive plan, any other written or arrangements and unwritten employee program, or understanding, any other employee benefit plan, welfare benefit plan or fringe benefit plans plan (whether written or unwritten), currently or previously adopted, maintained, sponsored, in whole or in part, or contributed to, to by SES or any of its Affiliates the EFO Group Companies for the benefit of any Transferred Employeeof the Employees, former employees, spouses, independent contractors, or with respect to other beneficiaries of any of the EFO Group Companies and under which any of the Transferred Businesses could reasonably be expected Employees, former employees, spouses, independent contractors, or other beneficiaries of any of the EFO Group Companies are eligible to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements participate or in connection with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention EFO Group Companies or other planmember of their controlled group (as defined in Internal Revenue Code Section 914(b), (c) and or (iiim)) all plansmay have any contingent or non-contingent liability of any kind (collectively, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities true, complete and correct copies of (A) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements Except as set forth in Schedule 4.17(a)(i) Exhibit 5.16, none of the EFO Group Companies maintains or contributes to any Benefit Plans nor has any of the EFO Group Companies taken any action to obligate it under, or to institute any such plan or to materially amend such plan. Each of the EFO Group Companies has complied with all applicable Laws, terms and (ii)conditions of, (C) the most recent annual report on Form 5500 filed with the Internal Revenue Service and has no liabilities or obligations with respect to each Company its Benefit Plan (if Plans, and the Benefit Plans are valid and enforceable in accordance with their terms and conditions and all applicable laws. Any contributions required to be made by any of the EFO Group Companies to Benefit Plans, pension, social, medical, or other insurance for the Employees have been made, including for all persons, whether considered independent or as employees by such report was required)Company, (D) the most recent summary plan description who would be considered employees by Law. There are no liabilities with respect to each Company the Benefit Plan Plans, whether absolute, accrued, contingent, or otherwise, other than those set forth in Exhibit 5.16. The consummation of the transactions contemplated by this Agreement will not (if i) entitle any current or former employee of any the EFO Group Companies to severance pay, unemployment compensation, or any payment contingent upon a change in control or ownership, or (ii) accelerate the time of payment or vesting, or increase the amount, of any compensation due to any such summary plan description is required) employee or former employee. All liabilities or obligations of the EFO Group Companies and (E) each trust agreementother benefits, group annuity contract or including Christmas and other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of 13th-month salaries, vacation and other allowances, and overtime compensation are fully reflected and accrued for in the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at ClosingInterim Financial Statements.

Benefit Plans. (ai) Schedule 4.20(a)(i) containsWith respect to each “employee benefit plan”, as defined in Section 3(3) of the date Employee Retirement Income Security Act of this Agreement1974, as amended (“ERISA”) of the Company or any of its Subsidiaries or any entity that is treated as a list single employer with the Company or any of its Subsidiaries under Code Section 414(b) or (c) (collectively, the “ERISA Affiliates”) (including, without limitation, multiemployer plans within the meaning of ERISA Section 3(37)), and all material employee pension or welfare benefit plans, bonusstock purchase, stock option, stock purchaseseverance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensationcompensation and other material employee benefit plans, severanceagreements, disabilityprograms, vacation pay, sick pay, policies or other plans or arrangements and employee fringe benefit plans maintained, or contributed to, by SES or any of its Affiliates for the benefit of any Transferred Employee, or with respect to which any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreementsarrangements, including any arisingthe Company Stock Plans, whether or arising nominallynot subject to ERISA, under a retention whether formal or other plan) and (iii) all plansinformal, agreements and arrangements providing for cash compensation and bonuses oral or written, (all the foregoing being hereinafter herein called “Benefit Plans”), under which any employee or former employee of the Company, any of its Subsidiaries or ERISA Affiliates has any present or future right to benefits, maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliates or under which the Company or any of its Subsidiaries or ERISA Affiliates has any present or future liability (the “Company Benefit Plans”). SES , the Company has made available available, or within 30 days after the execution hereof will make available, to Purchaser Group to the GE Entities true, complete extent applicable a true and correct copies copy of (A) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the most recent annual report on (Form 5500 5500) filed with the Internal Revenue Service with respect to each IRS, (B) such Company Benefit Plan Plan, (if any C) each trust agreement relating to such report was required)Company Benefit Plan, (D) the most recent summary plan description with respect to for each Company Benefit Plan (if any such for which a summary plan description is required) and required by ERISA, (E) each trust agreement, group annuity contract the most recent actuarial report or other funding valuation relating to the Company Benefit Plan subject to Title IV of ERISA and financing arrangement relating (F) the most recent determination letter issued by the IRS with respect to any Company Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as Plan qualified under Section 401(a) of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at ClosingCode.

Benefit Plans. (a) Schedule 4.20(a)(i) containsSCHEDULE C-15 sets forth an accurate, as of the date of this Agreement, a correct and complete list and summary description of all material employee pension or "welfare benefit plans" (as defined in Section 3(2) of the Employee Retirement Income SCTC Act of 1974, as amended ("ERISA")), "employee pension benefit plans" (as defined in Section 3(2) of ERISA), bonus, stock option, stock purchaseprofit sharing, deferred compensation, severance, disability, vacation pay, sick pay, incentive or other compensation plans or arrangements arrangements, and other employee fringe benefit plans maintainedwhether funded or unfunded, qualified or unqualified (all the foregoing being herein called "Benefit Plans") maintained or contributed to, to by SES SCTC or any SCTC Subsidiary or any other organization which is a member of its Affiliates a controlled group of organizations (within the meaning of Sections 4l4(b), (c), (m) or (o) of the Code) for the benefit of any Transferred Employeeof its officers, employees or with respect other persons. SCTC has delivered to which any Fidelity accurate, correct and complete copies of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreementseach Benefit Plan (or, in the case of any unwritten Benefit Plans, descriptions thereof), (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities true, complete and correct copies of (A) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the most recent annual report on Form 5500 and attached Schedule B (including any related actuarial valuation report), if any, filed with the Internal Revenue Service with respect to each Company any Benefit Plan (if any such report was required), (D) the most recent summary plan description with respect to each Company Benefit Plan (if any such summary plan description is required) and (Eiii) each trust agreement, agreement and group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered , (iv) certified financial statements, (v) attorney's response to an auditor's request for information, (vi) collective bargaining agreements or other such contracts, (vii) Form S-8, including any amendments thereto, (viii) each ruling letter or any outstanding ruling request on the GE Entities truetax exempt status of any voluntary employees' beneficiary association ("VEBA") implementing a Benefit Plan, correct and complete information regarding the current base salary, 2005 bonuses, projections as (ix) each general notification to employees of their rights under Section l62(k) of the date hereof of 2006 bonuses Code and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closingsuch correspondence indicating compliance with said Section l62(k).

Benefit Plans. (a) Schedule 4.20(a)(i) contains, as Section 5.16 of the date Company Disclosure Letter sets forth the name of this Agreementeach Company Plan (as defined below) and of each bonus, deferred compensation (together with a list of all material participants therein), incentive compensation, profit sharing, salary continuation (together with a list of participants therein), employee pension or welfare benefit plansbenefit, bonusfringe benefit, stock purchase, stock option, stock purchase, deferred compensationemployment, severance, disabilitytermination, vacation paygolden parachute, sick payconsulting or supplemental retirement plan or agreement relating to Company and its Subsidiaries or to their employees or independent contractors (collectively, or other plans or arrangements and employee fringe benefit plans maintained, or contributed to, by SES or any of its Affiliates for the benefit of any Transferred Employee, or with respect to which any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company "Benefit Plans”"). SES has , true copies of which have heretofore been made available to the GE Entities Healtheon/WebMD. Company has also delivered to Healtheon/WebMD true, complete and correct copies of (A1) each Company Benefit Plan (or a summary or, in the case of the Company any unwritten Benefit Plan if it is not in written formPlans, descriptions thereof), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C2) the two most recent annual report reports on Form 5500 (including all schedules and attachments thereto) filed with the Internal Revenue Service IRS with respect to each Company Benefit Plan (if any such report was requiredrequired by applicable Law), (D3) the most recent summary plan description with respect to (or similar document) for each Company Benefit Plan (if any for which such a summary plan description is required) required by applicable Law or was otherwise provided to plan participants or beneficiaries and (E4) each trust agreement, group agreement and insurance or annuity contract or other funding and or financing arrangement relating to any Company Benefit Plan. SES Each Company Plan and Benefit Plan has also delivered been administered in all Material respects in accordance with its terms and complies in all Material respects with ERISA, the Internal Revenue Code and all other applicable Laws. All contributions to, and payments from, the Benefit Plans that may have been required to be made in accordance with the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as terms of the date hereof Benefit Plans, any applicable collective bargaining agreement and, when applicable, Section 302 of 2006 bonuses and employee benefits ERISA or Section 412 of the Transferred EmployeesInternal Revenue Code, have been timely made. Schedule 4.20(a)(iiiAll such contributions to, and payments from, the Benefit Plans, except those payments to be made from a trust qualified under Section 401(a) contains a list of the Company Benefit Plans to be transferred by SES or Internal Revenue Code, for any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closing.period ending before the Effective Time that are

Benefit Plans. (ai) The Company Disclosure Schedule 4.20(a)(i) contains, as of the date of this Agreement, contains a list of all material employee pension or welfare benefit plans, bonus, stock option, stock purchase, deferred compensation, severance, disability, vacation pay, sick pay, or other plans or arrangements and employee fringe benefit plans maintained, or contributed to, by SES or any of its Affiliates for the benefit of any Transferred Employee, or with respect to which any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect Benefit Plans. The Company has delivered to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) Parent true and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities true, complete and correct copies of (Aa) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) including amendments since the most recent restatement) or, in the case of any unwritten Benefit Plans, written descriptions thereof, (b) the annual report on (Form 5500 5500) filed with the Internal Revenue Service IRS or the Department of Labor with respect to each Company Benefit Plan (if any such report was required)) for the last three plan years, (Dc) the most recent determination letter issued to each Pension Plan that is intended to be qualified under Section 401(a) of the Code and any pending applications for a determination letter for such plans, (d) the most recent summary plan description with respect to (and any summary of material modifications since the most recent summary plan description) for each Company Benefit Plan (if any for which such a summary plan description is requiredrequired and any summaries or other communications distributed to participants for each Benefit Plan whether or not required to provide a summary plan description, (e) all personnel, payroll, and employment manuals and policies, (Ef) each trust agreement, recordkeeping or other third-party agreement and group annuity contract or other funding and financing arrangement Contract relating to any Company Benefit Plan. SES has also delivered , (g) all notices that were given by the Company, any ERISA Affiliate or any Benefit Plan to the GE Entities trueIRS, correct the Pension Benefit Guaranty Corporation, the Department of Labor, the Securities and complete information regarding Exchange Commission, the current base salaryEqual Employment Opportunity Commission, 2005 bonusesor any other Governmental Entity relating to a Benefit Plan, projections as and (h) all notices that were given by the IRS, the Pension Benefit Guaranty Corporation, the Department of Labor, the date hereof of 2006 bonuses Securities and employee benefits of Exchange Commission, the Transferred Employees. Schedule 4.20(a)(iii) contains a list of Equal Employment Opportunity Commission, or any other Governmental Entity to the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or ERISA Affiliate relating to any of its Subsidiaries) to Splitco or any of its Subsidiaries at ClosingBenefit Plan.

Benefit Plans. (ai) Disclosure Schedule 4.20(a)(i4.2(j)(i) contains, as of the date of this Agreement, sets forth a true and complete list of all material “employee pension or welfare benefit plans”, bonusas defined in Section 3(3) of ERISA, whether or not subject to ERISA and all stock purchase, stock option, stock purchaseseverance, employment, change-in-control, educational assistance, adoption assistance, fringe benefit, collective bargaining, bonus, incentive, deferred compensationcompensation and other employee benefit plans, severanceagreements, disabilityprograms, vacation pay, sick pay, policies or other plans arrangements, whether or arrangements and employee fringe benefit plans maintainednot subject to ERISA, whether formal or contributed toinformal, by SES oral or any of its Affiliates for the benefit of any Transferred Employeewritten, legally binding or with respect to which any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses not (all the foregoing being hereinafter herein called “Benefit Plans”), under which any employee, director, independent contractor or former employee, director or independent contractor of Company, or any spouse or dependent of any such employee or director, has any present or future right to benefits, and which is (or was prior to its termination) sponsored, maintained or contributed to by Company or under which Company has any present or future liability (the “Company Benefit Plans”). SES , Company has provided or made available to the GE Entities Parent Bank a true, correct and complete and correct copies copy of (A) each such Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form)and all related amendments thereto, (B) each trust agreement, summaries, employee booklets or handbooks, annuity contracts, insurance policies or any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(iother funding instruments (“Funding Arrangements”) relating to such Company Benefit Plan and (ii)all related amendments thereto, (C) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to summary plan description for each Company Benefit Plan (if for which a summary plan description is required by ERISA, for Benefit Plans not subject to ERISA or that are unwritten, any such report was required)relevant summaries, (D) the most recent summary plan description annual report (Form 5500) filed with the IRS and, where applicable, the related audited financial statements thereof, (E) any contracts with independent contractors (including actuaries, investment managers, etc.) that relate to any Company Benefit Plan, and (F) the most recent determination letter (or equivalent) issued by the IRS with respect to each any Company Benefit Plan (if any such summary plan description is requiredqualified under Section 401(a) and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating of the Code. There are no unwritten amendments to any Company Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closing.37

Benefit Plans. (a) Schedule 4.20(a)(i) containsWith respect to each “employee benefit plan”, as defined in Section 3(3) of the date Employee Retirement Income Security Act of this Agreement1974, a list of all material employee pension or welfare benefit plansas amended (“ERISA”), bonusany stock purchase, stock option, stock purchaseseverance, employment, change-in-control, educational assistance, adoption assistance, fringe benefit, collective bargaining, bonus, incentive, deferred compensationcompensation and other material employee benefit plans, severanceagreements, disabilityprograms, vacation pay, sick pay, policies or other plans arrangements, whether or arrangements and employee fringe benefit plans maintainednot subject to ERISA, whether formal or contributed toinformal, by SES oral or any of its Affiliates for the benefit of any Transferred Employeewritten, legally binding or with respect to which any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses not (all the foregoing being hereinafter herein called “Company Benefit Plans”). SES , under which any employee, director, independent contractor or former employee, director or independent contractor of Legacy or any of its Subsidiaries, or any spouse or dependent of any such employee or director, has made available any present or future right to benefits, and which is (or was prior to its termination) sponsored, maintained or contributed to by Legacy or any of its Subsidiaries or under which Legacy or any of its Subsidiaries has any present or future liability (the GE Entities “Legacy Benefit Plans”), Legacy has provided ViewPoint a true, correct and complete and correct copies copy of (A) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (Ci) the most recent annual report on (Form 5500 5500) filed with the Internal Revenue Service with respect to each Company IRS and, where applicable, the related audited financial statements thereof, (ii) such Legacy Benefit Plan (if any such report was required)and all related amendments thereto, (Diii) each trust agreement, summaries, employee booklets or handbooks, annuity contracts, insurance policies or any other funding instruments (“Funding Arrangements”) relating to such Legacy Benefit Plan and all related amendments thereto, (iv) the most recent summary plan description with respect to for each Company Legacy Benefit Plan (if any such for which a summary plan description is requiredrequired by ERISA, for Benefit Plans not subject to ERISA or that are unwritten, any relevant summaries, (v) any contracts with independent contractors (including actuaries, investment managers, etc.) that relate to any Legacy Benefit Plan, and (Evi) each trust agreement, group annuity contract the most recent determination letter (or other funding and financing arrangement relating equivalent) issued by the IRS with respect to any Company Legacy Benefit Plan qualified under Section 401(a) of the Code. There are no unwritten amendments to any Legacy Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closing.

Benefit Plans. (a) Schedule 4.20(a)(i5.12(a) contains, as of the date of this Agreement, sets forth a list of all material employee pension or welfare benefit plans, bonus, stock option, stock purchase, deferred compensation, severance, disability, vacation pay, sick pay, or other plans or arrangements and employee fringe benefit plans maintained, or contributed to, by SES or any of its Affiliates for the benefit of any Transferred Employee, or with respect to which any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available to the GE Entities true, complete and correct copies list of (A) each all Company Benefit Plan (or a summary Plans. A true, complete and correct copy of each of the Company Benefit Plans, and all Contracts relating thereto, or to the funding thereof, including all trust agreements, insurance contracts, administration contracts, investment management agreements, subscription and participation agreements, and recordkeeping agreements, have been provided to Purchaser. In the case of any Company Benefit Plan if it which is not in written form), the Company has provided Purchaser with a correct written description of such Company Benefit Plan. A true, complete and correct copy, to the extent applicable with respect to a Company Benefit Plan, of (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (Ci) the three (3) most recent annual report on reports (Form 5500 filed with series) and accompanying schedules and other attachments, actuarial reports, and accountant’s opinions of the Internal Revenue Service with respect to each Company Benefit Plan plan’s financial statements; (if any such report was required), (Dii) the most recent summary plan description together with any summary of material modifications and all member booklets; (iii) the most recent IRS determination or opinion letter; (iv) a current schedule of assets (and the fair market value thereof assuming liquidation of any asset which is not readily tradable) held with respect to each any funded Company Benefit Plan; (v) nondiscrimination, Code section 409(p), and other compliance testing reports for the three (3) most recent years; (vi) the most recent share repurchase liability study; (vii) all correspondence, requests, audits, filings, notices or similar communications received from any Governmental Authority relative to the Company Benefit Plan during the past six (if 6) years (including any such summary plan description is required) submission made to any Governmental Authority under a voluntary compliance, correction or amnesty program); and (Eviii) each trust agreementany other documents, group annuity contract forms or other funding and financing arrangement instruments relating to any Company Benefit Plan. SES Plan reasonably requested by Purchaser, has also delivered been provided to Purchaser, and there have been no material changes in the GE Entities true, correct and complete information regarding financial condition in the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the respective Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closingfrom that stated in the annual reports and actuarial reports supplied.

Benefit Plans. (a) Schedule 4.20(a)(i) containsWith respect to each “employee benefit plan”, as defined in Section 3(3) of the date Employee Retirement Income Security Act of this Agreement1974, a list of all material employee pension or welfare benefit plansas amended (“ERISA”), bonusany stock purchase, stock option, stock purchaseseverance, employment, change-in-control, educational assistance, adoption assistance, fringe benefit, collective bargaining, bonus, incentive, deferred compensationcompensation and other material employee benefit plans, severanceagreements, disabilityprograms, vacation pay, sick pay, policies or other plans arrangements, whether or arrangements and employee fringe benefit plans maintainednot subject to ERISA, whether formal or contributed toinformal, by SES oral or any of its Affiliates for the benefit of any Transferred Employeewritten, legally binding or with respect to which any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses not (all the foregoing being hereinafter herein called “Company Benefit Plans”). SES , under which any employee, director, independent contractor or former employee, director or independent contractor of Peoples or any of its Subsidiaries, or any spouse or dependent of any such employee or director, has made available any present or future right to benefits, and which is (or was prior to its termination) sponsored, maintained or contributed to by Peoples or any of its Subsidiaries or under which Peoples or any of its Subsidiaries has any present or future liability (the GE Entities “Peoples Benefit Plans”), Peoples has provided Summit a true, correct and complete and correct copies copy of (A) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (Ci) the most recent annual report on (Form 5500 5500) filed with the Internal Revenue Service with respect to each Company IRS and, where applicable, the related audited financial statements thereof, (ii) such Peoples Benefit Plan (if any such report was required)Document and all related amendments thereto, (Diii) each trust agreement, summary employee booklets or handbooks, annuity contracts, insurance policies or any other funding instruments (“Funding Arrangements”) relating to such Peoples Benefit Plan and all related amendments thereto, (iv) the most recent summary plan description with respect to for each Company Peoples Benefit Plan (if any such for which a summary plan description is requiredrequired by ERISA, for Benefit Plans not subject to ERISA or that are unwritten, any relevant written summaries distributed to participants, if any, (v) any current contracts with independent contractors (including actuaries, investment managers, etc.) that relate to any Peoples Benefit Plan, and (Evi) each trust agreement, group annuity contract the most recent determination letter (or other funding and financing arrangement relating equivalent) issued by the IRS with respect to any Company Peoples Benefit Plan qualified under Section 401(a) of the Code. There are no unwritten amendments to any Peoples Benefit Plan. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closing.

Benefit Plans. (a) Schedule 4.20(a)(i) contains, as Section 3.13 of the date of this AgreementSeller Disclosure Letter sets forth a correct and complete list identifying each bonus, a list of all material employee pension or welfare benefit planspension, bonusill-health, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, stock purchasephantom stock, deferred compensationretirement, severancevacation, paid time off, employment, consulting, disability, vacation paydeath benefit, sick payhospitalization, medical insurance, life insurance, welfare, employee assistance, educational assistance, service award, redundancy, severance or other plans employee benefit plan, agreement, arrangement or arrangements and employee fringe benefit plans understanding which is maintained, administered or contributed to, to by SES the Companies or any of its their ERISA Affiliates for the benefit of any Transferred Employee(or, or with respect to which any entities not organized in the United States of the Transferred Businesses could reasonably be expected to incur any liabilityAmerica, but excluding (iAffiliates) collective bargaining agreements, (ii) all agreements with individuals or pursuant to which the Companies have any of Satlynx liability (contingent or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”otherwise). SES has made available Such plans are referred to collectively herein as the GE Entities true, complete “Employee Plans.” Each Employee Plan is in writing. True and correct copies of (A) each Company Benefit Employee Plan (have been delivered or a summary of the Company Benefit Plan if it is not in written form)made available to Purchaser, along with for each Employee Plan, where applicable, (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (Ci) the most recent annual report on Form 5500 (including schedules) filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required)Department of Labor, (Dii) the most recent summary plan description with respect and any summaries of material modifications to each Company Benefit Plan (if any such summary plan description is required) for each Plan, and (Eiii) each trust agreementthe most recent favorable Internal Revenue Service determination or opinion letter (or similar type of letter from Her Majesty’s Revenue & Customs). Each Employee Plan has been administered in accordance with its terms and in compliance with applicable Law and all documents which are required to be filed with any regulatory authority have been so filed and all tax clearances and approvals necessary to obtain favorable tax treatment for the Companies and/or the participants in the Employee Plans have been obtained and not withdrawn and no act or omission has occurred which has or could prejudice any such tax clearance and/or approval. The Companies have made all required contributions to the Employee Plans through the date of this Agreement and through the Closing Date except for required contributions to the Employee Plans that are reflected as liabilities on the Final Working Capital Statement, group annuity contract or other funding and financing arrangement no Company has any financial liability to any Employee Plans relating to any Company Benefit Planperiod on or before the Closing Date. SES has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as None of the date hereof Companies nor any of 2006 bonuses and employee benefits their respective ERISA Affiliates maintain, contribute to or sponsor a multiemployer plan as defined in Section 3(37) of ERISA or a plan that is otherwise subject to Title IV of ERISA. None of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES Companies or any of its their respective ERISA Affiliates have incurred any liability (other than Satlynx contingent or otherwise) with respect to a plan subject to Title IV of ERISA. There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Employee Plan that could result in any liability to the Companies. The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any current or former employee, consultant or officer of any of the Companies to severance pay or any other payment that is or will be paid by the Companies, (ii) accelerate the time of its Subsidiariespayment, vesting or funding, or increase the amount of compensation due any such employee, consultant or officer or (iii) cause or result in a limitation on the right of the Companies to Splitco amend, merge, terminate or receive a reversion of assets from any Employee Plan or related trust. No amount paid or payable by the Companies in connection with the transactions contemplated by this Agreement, whether alone or in combination with another event, will be an “excess parachute payment” within the meaning of its Subsidiaries at ClosingSection 280G or Section 4999 of the Code. Notwithstanding any other representation or warranty contained in this Article III, the representations and warranties contained in this Section 3.13 and in Section 3.15 constitute the sole representations and warranties of Seller relating to the Employee Plans, labor, labor relations or employment.