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. (b) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closing.

Benefit Plans. (a) Schedule 4.20(a)(iExcept as disclosed in Section 3.13(a) contains, as of the date Company Disclosure Schedule, there exist no employment, consulting, severance, retention, termination, parachute or change-of-control agreements, arrangements or understandings between the Company or any of this Agreementits Subsidiaries and any current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b) of the Company Disclosure Schedule contains a complete and correct list of all material existing (i) “employee pension or benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension Plans”), (ii) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and (iii) other bonus, bonusdeferred compensation, pension, profit-sharing, retirement, insurance, stock purchase, stock option, stock purchase, deferred compensation, severance, disability, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance pay, retention, change in control, employee relocation, tuition reimbursement, psychiatric or other plans counseling, employee assistance, dependent care assistance, legal assistance, Xxxxxxxxx education savings account, Xxxxxx medical savings account, health savings account, or arrangements and employee other fringe benefit plans or compensation plan, policy, practice, program or arrangement sponsored, maintained, or contributed to, to by SES the Company or any of its Affiliates for the benefit of any Transferred EmployeeSubsidiaries, or with respect to which the Company has any liability (all of the Transferred Businesses could reasonably be expected to incur any liabilityforegoing collectively, 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 to the GE Entities true, Acquisition Corp. correct and complete and correct copies of (Ai) each Company Benefit Plan document (or a summary written description of the Company such Benefit Plan if it is not in written formno such formal document exists), (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 reports on Form 5500 as filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was requiredand all attachments thereto), (Diii) the most recent summary plan description with respect to for each Company Benefit Plan (if any for which such summary plan description is required, (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plan, and (Ev) each trust agreement, insurance contract, service 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. (b) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliatesif applicable. (c) As Except as disclosed in Section 3.13(c) of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on an opinion letter, advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of this Agreement, except as contemplated by this Agreement, none such determination or issuance of SES or any such letter that could reasonably be expected to adversely affect the qualification of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company such Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have Benefit Plans is, and neither the Company, any Liabilities of its Subsidiaries nor any ERISA Affiliate has within the last six (6) years maintained, contributed to or had any liability or potential liability with respect to (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA, (ii) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (iii) a “multiple employer plan”, as described in Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under any Company Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax with respect to any misclassification Benefit Plan or any other “employee benefit plan” (as defined in Section 3(3) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a person as an independent contractor rather than as an employeerequirement of Section 409A(a), except or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any misclassification period ending on or before the Closing Date that does are not yet due have been made or would properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not be expected to have, individually or in the aggregate, a material adverse effect accurately reflected on the Transferred Businesses, taken as a wholeCompany’s balance sheet. (e) As None of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect toCompany, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities of its Subsidiaries nor any of their Affiliates will directly respective officers or indirectly have or incur any Liabilitiesdirectors and, whether by virtue to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise, ) with respect to or any “employee benefit plan” (as defined in connection Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any Company Benefit Plans of its Subsidiaries or any Employment AgreementsERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, except or to establish any new “employee benefit plan” (as provided under defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Ancillary Agreements; Company or any of its Subsidiary and (ii) the Transferred Employees Company, a Subsidiary of the Company or any other individuals who do an ERISA Affiliate has expressly reserved to itself the right to amend, modify or did terminate each Benefit Plan at any time provide employment without liability or employment-type penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or with respect similar plan in which employees and other Persons are entitled to Splitco acquire shares of capital stock of the Company from the Company or any of the SES Entities, which arose its affiliates currently exists or were incurred at any time prior to the Closingis in effect.

Benefit Plans. (a) Schedule 4.20(a)(i) contains, as From the date of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to 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 Agreement and 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 than as set forth on the Company Benefit Plan if it is Disclosure Schedule, there has not been any adoption or amendment 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 material 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 by 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. of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (bwhether or not legally binding) The consummation providing benefits to any current or former employee, officer, director or independent contractor of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES Company or any of its AffiliatesSubsidiaries (collectively, to with the Company Pension Plans, any Transferred EmployeeCompany “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), (ii) result the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in any liability from SES the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or any employment agreements that have been entered into in the ordinary course of its Affiliates to any Transferred Employee, business or (iii) entitle any Transferred Employee to that provide for severance pay, unemployment compensation or other similar payment from SES or any change in control benefits with a value of its Affiliates. (c) less than $100,000. As of the date of this Agreement, except other than as contemplated by this Agreementset forth on the Company Disclosure Schedule, none there are no employment, consulting, severance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of SES business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits to employees with a value of less than $100,000) between the Company or any of its Affiliates Subsidiaries and any current or former employee, executive officer or director of the Company or any of its Subsidiaries (collectively, the “Company Employment Agreements”), nor does the Company or any of its Subsidiaries have announced a any general severance plan or is party to a legally binding commitment (i) policy. For purposes of this Agreement, “Company International Employee Plan” shall mean each Company Employee Plan and each government-mandated plan or program that would create any additional has been adopted or maintained by Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any LiabilitiesERISA Affiliate, whether by virtue of the transactions contemplated by this Agreement informally or otherwiseformally, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco which Company or any Company ERISA Affiliate will or may have any liability, for the benefit of Company Employees who perform services outside the SES EntitiesUnited States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which arose or are not government-mandated but were incurred at any time prior set up to provide for Company’s legal obligation to pay statutory severance pay (Pitzuay Piturim) under the ClosingSeverance Pay Law 5723-1963.

Benefit Plans. (ai) Schedule 4.20(a)(i4.01(j) containsof the Company Disclosure Schedule contains a list and brief description of (A) all "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as of amended ("ERISA")) (sometimes collectively referred to herein as the date of this Agreement"Company Pension Plans"), a list of all material "employee pension or welfare benefit plans" (as defined in Section 3(l) of ERISA, bonushereinafter a "Welfare Plan"), severance, termination, change in control, incentive compensation profit sharing stock option, stock purchase, stock ownership, phantom stock, deferred compensationcompensation plans, severance, disability, vacation pay, sick pay, or and other employee fringe benefit plans or arrangements and employee fringe benefit plans maintainedall employment, termination, severance or contributed toother contracts or agreements, by SES to which the Company or any of its Affiliates subsidiaries is a party, with respect to which the Company or any of its subsidiaries has any obligation or which are maintained, contributed to or required to be maintained or contributed to by the Company or its subsidiaries for the benefit of any Transferred Employeepresent or former officers, employees, directors or with respect to which independent contractors of the Company or any of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreementsits subsidiaries, (iiB) all agreements with individuals each employee benefit plan (as defined in Section 3(3) of ERISA) for which the Company could incur liability under Section 4069 of ERISA in the event such plan has been or were 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) be terminated and (iiiC) all plans, agreements and arrangements providing for cash compensation and bonuses any employee benefit plan in respect of which the Company could incur liability under Section 4212(c) of ERISA (all the foregoing being hereinafter herein called “the "Company Benefit Plans”"). SES The Company has made available to the GE Entities Parent 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 requiredrequired by applicable law), (DC) the most recent summary plan description for each Company Benefit Plan for which such a summary plan description is required by applicable law and (D) each currently effective trust agreement and insurance or annuity contract relating to any Company Benefit Plan. (ii) Except as required by COBRA, none of the Company Benefit Plans provides for or promises retiree medical, disability or life insurance benefits to any current or former employee, officer or director of the Company or any of its subsidiaries. (iii) Each Company Benefit Plan has been administered in all material respects in accordance with its terms. To the knowledge of the Company, the Company, its subsidiaries and all the Company Benefit Plans are in material compliance with the applicable provisions of ERISA, the Code and other applicable laws as to the Company Benefit Plans. No action, claim or proceeding is pending, or to the knowledge of the Company, threatened with respect to any Company Benefit Plan (other than claims for benefits in the ordinary course) and to the knowledge of the Company, no fact or event exists that could give rise to any such action, claim or proceeding. (iv) The Company has not, and no subsidiary of the Company, and no entity that at any time was required to be treated as a single employer together with the Company under Section 414 of the Code or Section 4001 of ERISA (an "ERISA Affiliate"), has, at any time maintained, sponsored or contributed to, and none of the Company Benefit Plans is, a single employer plan, within the meaning of Section 4001(a)(15) of ERISA, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) (a "Multiemployer Plan") or a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which the Company or any subsidiary of the Company could incur liability under Section 4063 or 4064 of ERISA (a "Multiple Employer Plan"). Neither the Company nor any subsidiary of the Company has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including, without limitation, any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no fact or event exists which could give rise to any such liability. (v) Each Company Benefit Plan that is intended to comply with the provisions of Section 401(a) of the Code has been the subject of a determination letter from the Internal Revenue Service to the effect that such Company Benefit Plan is qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code; no such determination letter has been revoked, and, to the knowledge of the Company, revocation has not been threatened; and no amendment to such Company Benefit Plan as to which the remedial amendment period has expired would adversely affect its qualification or materially increase its cost. The Company has made available to Parent a copy of the most recent determination letter received with respect to each Company Benefit Plan (if for which such a letter has been issued, as well as a copy of 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 Employeespending application for a determination letter. Schedule 4.20(a)(iii4.01(j) contains a list of the Company Disclosure Schedule lists all the Company Benefit Plans Plan amendments as 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 Closingwhich a favorable determination letter has not yet been received. (bvi) The consummation With respect to each Company Benefit Plan that is not subject to United States Law (a "Foreign Benefit Plan"): (A) all employer and employee contributions to each Foreign Benefit Plan required by applicable law or by the terms of such Foreign Benefit Plan have been made or, if applicable, accrued in accordance with applicable accounting practices; (B) the fair market value of the transactions contemplated by this Agreement will not (i) accelerate assets of each funded Foreign Benefit Plan, the time liability of each insurer for any Foreign Benefit Plan funded through insurance or the payment book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient to procure or vesting ofprovide for the accrued benefit obligations, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As as of the date of this Agreement, except as with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan and no transaction contemplated by this Agreement, none of SES Agreement shall cause such assets or any of its Affiliates have announced a plan or is party insurance obligations to a legally binding commitment be less than such benefit obligations; and (iC) that would create any additional Company each Foreign Benefit Plans or (ii) Plan required to amend or modify any existing Company Benefit Plan, be registered has been registered and has been maintained in each case good standing with respect to any Transferred Employeeapplicable regulatory authorities. (dvii) None No employee of the Transferred Businesses have Company or other person will be entitled to any Liabilities payment or additional benefits or any acceleration of the time of payment, funding or vesting of any benefits under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not solely or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken partially as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue result of the transactions contemplated by this Agreement or otherwiseas a result of a "change in ownership or control," within the meaning of such term under Section 280G of the Code. (viii) Since the date of the most recent audited financial statements included in the Company Filed SEC Documents, with there has not been any adoption or amendment in any material respect to by the Company or in connection with (i) any of its subsidiaries of any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and Plan. (iiix) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any Schedule 4.01(j) sets forth a complete list of the SES EntitiesCompany's employees as of March 31, which arose or were incurred at any time prior to the Closing2003.

Benefit Plans. (a) Schedule 4.20(a)(iSection 3.13(a) contains, as of the date of this Agreement, Company Disclosure Letter sets forth a true and complete list of all material (i) “employee pension or benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), and (iii) other bonus, incentive, commission, deferred compensation, pension, profit-sharing, savings, retirement, supplemental retirement, insurance, stock purchase, stock option, restricted stock, phantom stock purchase, deferred compensation, severance, disabilityor other equity-based arrangement, vacation pay, sick pay, employee loan, welfare benefit, retiree health, welfare benefit, collective bargaining, Code Section 125 “cafeteria” or “flexible” benefit, employee loan, educational assistance or fringe benefit, employment, consulting, severance, retention, termination or change-of-control or other plans employee compensation or employee benefit plans, programs, policies, agreements, arrangements and employee fringe benefit plans or understandings, or practice, whether or not subject to ERISA, that, with respect to any item described in clauses (i) through (iii), either (A) is maintained, or contributed to, by SES Company or any of its Affiliates Subsidiaries for the benefit of any Transferred of the current or former employees, independent contractors, consultants, directors or officers of Company or any of its Subsidiaries or any of their dependents (collectively, the “Employees”) or under which any Employee has any present or future right to benefits by reason of their service as an Employee, or with (B) under which Company or any of its Subsidiaries has or could have any direct or indirect liability, whether contingent or otherwise (collectively, the “Benefit Plans” ). With respect to which any each material Benefit Plan, Company has furnished or made available to Parent and Merger Sub correct and complete copies of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreementseach such Benefit Plan (or, to the extent no plan document for a Benefit Plan exists, an accurate description) as currently in effect and the most recent summary plan description for each such Benefit Plan for which such summary plan description is required, summaries of material modifications and all other written communications (or a description of all material oral communications), (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 IRS with respect to each Company such Benefit Plan (if any such report was requiredapplicable) and all attachments thereto, (iii), (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, agreement and group annuity contract or other funding and financing arrangement instrument relating to any Company such Benefit Plan. SES has also delivered , and (iv) in the case of any plan that is intended to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as be qualified under Section 401(a) of the date hereof of 2006 bonuses Code, the most recent determination letter (and employee benefits if a prototype plan, an opinion or advisory letter), if any, received from the IRS. (b) None of the Transferred Employees. Schedule 4.20(a)(iiiBenefit Plans is, and none of Company or any ERISA Affiliate has ever maintained or had an obligation to contribute to, (i) contains a list “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of Title I of ERISA or Title IV of ERISA, (ii) a “multiple employer plan” (as such term is defined in Section 413(c) of the Code), (iii) a “multiemployer plan” (as such term is defined in Section 4001(a)(3) of ERISA) or (iv) a “multiple employer welfare arrangement” as such term is defined in Section 3(40)(A) of ERISA. For purposes of this Agreement, the term “ERISA Affiliate” means any person that, together with Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries, would be deemed a “single employer” within the meaning of Section 414(b), (c), (m) to Splitco or any of its Subsidiaries at Closing. (bo) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its AffiliatesCode. (c) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closing.

Benefit Plans. (a) Schedule 4.20(a)(iSection 4.12(a) contains, as of the date Buyer Disclosure Letter lists all material Buyer Benefit Plans. For purposes of this AgreementAgreement a “Buyer Benefit Plan” is, a list whether or not written, (i) any “employee benefit plan” within the meaning of all material employee pension or welfare benefit plansSection 3(3) of ERISA, bonus(ii) any compensation, stock purchase, stock option, stock purchase, deferred equity or equity-based compensation, severance, disabilityemployment, consulting, change-of-control, bonus, incentive, deferred compensation and other employee benefit plan, agreement, program or policy, whether or not subject to ERISA, (iii) any plan, agreement, program or policy providing vacation paybenefits, insurance (including any self-insured arrangements), medical, dental, vision or prescription benefits, disability or sick payleave benefits, life insurance, employee assistance program, workers’ compensation, supplemental unemployment benefits and post-employment or other plans retirement benefits (including compensation, pension or arrangements and employee fringe insurance benefits) or (iv) any loan to or for the benefit plans maintained, or contributed to, by SES of an officer of Buyer or any of its Affiliates for the benefit Subsidiaries, in each case (A) under which any current or former director, officer, employee or independent contractor of Buyer or any Transferred Employeeof its Subsidiaries has any right to benefits or (B) which are maintained, sponsored or contributed to by Buyer or any of its Subsidiaries or to which Buyer or any of its Subsidiaries makes or is required to make contributions or with respect to which Buyer or any of the Transferred Businesses could reasonably be expected to incur its Subsidiaries has any liability, but excluding material Liability. (ib) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with With respect to the AMC-23 Businesseach material Buyer Benefit Plan, is a party (including individual retention agreementsif applicable, 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 Buyer has made available to the GE Entities true, Company true and complete and correct copies of (Ai) each Company Benefit Plan (or the plan document and any amendments thereto and for any unwritten plan, a summary of the Company Benefit Plan if it is not in written form)material terms, (Bii) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii)the most recent summary plan description, (Ciii) 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 requiredincluding all schedules), (Div) the most recent summary plan description annual audited financial statements, (v) if the Buyer Benefit Plan is intended to qualify under Section 401(a) of the Code, the most recent determination or opinion letter received from the IRS and (vi) any related trust or funding agreements or insurance policies and (vii) all material non-routine correspondence 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 PlanPlan with a Governmental Authority. (c) Neither Buyer, nor any of its Subsidiaries nor any of their respective ERISA Affiliates maintains, sponsors, administers or contributes to (or is required to sponsor, maintain, administer or contribute to), or has within the preceding six years maintained, sponsored or contributed to, or has any Liability under or with respect to, (i) any employee benefit plan subject to Section 412 or Section 430 of the Code or Title IV of ERISA, (ii) any multiemployer plan (as defined in Section 3(37) of ERISA and 4001(a)(3) of ERISA), (iii) any multiple employer plan (within the meaning of Section 210 of ERISA or Section 413(c) of the Code) or that is or has been subject to Section 4063 or 4064 of ERISA, or (iv) any multiple employer welfare arrangement (as defined in Section 3(40)(A) of ERISA). SES Neither Buyer nor any of its Subsidiaries has also delivered any Liability as a result of any time being considered a single employer with any other Person under Section 414 of the Code. No Buyer Benefit Plan is a voluntary employee benefit association under Section 501(a)(9) of the Code. Neither Buyer, nor any of its Subsidiaries nor any of their respective ERISA Affiliates has engaged in any transaction described in sections 4069 or 4212(c) of ERISA or to which Section 4204 of ERISA applied. (d) Each Buyer Benefit Plan is in compliance in all material respects with all applicable requirements of ERISA, the Code and other applicable Laws and has been administered in all material respects in accordance with its terms and such Laws. With respect to each Buyer Benefit Plan that is intended to qualify under Section 401(a) of the Code, (i) such Buyer Benefit Plan has received a favorable determination or opinion letter has been issued by the IRS with respect to such qualification, (ii) its related trust has been determined to be exempt from taxation under Section 501(a) of the Code and (iii) to the GE Entities trueKnowledge of Buyer, correct and complete information regarding the current base salary, 2005 bonuses, projections as of no event has occurred since the date hereof of 2006 bonuses such qualification or exemption that would reasonably be expected to adversely affect such qualification or exemption. (e) Neither Buyer nor any of its Subsidiaries has any current or projected Liability with respect to, and employee no Buyer Benefit Plan provides, health, medical, life insurance or death benefits to current or former employees or other individual service providers of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES Buyer or any of its Affiliates (Subsidiaries beyond their retirement or other termination of service, other than Satlynx coverage mandated by COBRA or Section 4980B of the Code, or any similar state group health plan continuation Law, the cost of which is fully paid by such current or former employees or other individual service providers or their dependents. No Buyer Benefit Plan is maintained (or governed by the Laws) outside of the United States or provides benefits to any service provider who is based or provides substantial services (in whole or in part) outside of the United States. (f) The execution and delivery of this Agreement and the consummation of the Transactions will not (either alone or in combination with another event) (i) result in any payment from Buyer or any of its Subsidiaries becoming due, or increase the amount of any compensation due, to any current or former employee, director or independent contractor of Buyer or any of its Subsidiaries, (ii) increase any benefits otherwise payable under any Buyer Benefit Plan, (iii) result in the acceleration of the time of payment, vesting of any compensation or benefits or forgiveness of indebtedness with respect to Splitco any current or former employee, director or independent contractor of Buyer or any of its Subsidiaries, (iv) result in any funding, through a grantor trust or otherwise, of any compensation or benefits to any current or former employee, director or independent contractor of Buyer or any of its Subsidiaries at Closingunder any Buyer Benefit Plan, (v) cause any amount to fail to be deductible by reason of Section 280G of the Code or be characterized as an “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code) or (vi) result in any breach or violation of or default under or limit Buyer’s right to amend, modify or terminate any Buyer Benefit Plan. (bg) The consummation Each Buyer Benefit Plan is, and has been at all times since December 31, 2020, in compliance in all material respects with Section 409A of the transactions contemplated by this Agreement will not (i) accelerate the time of the Code. No person is entitled to any gross-up, make-whole or other additional payment or vesting of, or increase the amount of, compensation due from SES Buyer or any of its AffiliatesSubsidiaries in respect of any Tax (including taxes imposed under Section 4999 or 409A of the Code). (h) Since December 31, 2020, there have been no pending, or, to the Knowledge of Buyer, threatened, material claims, investigations, audits or litigation against or involving any Transferred EmployeeBuyer Benefit Plan, other than ordinary claims for benefits by participants and beneficiaries. (iii) result in Each Buyer Benefit Plan can be terminated at any liability from SES time for any or no reason by Buyer and its Subsidiaries without any past, present or future Liability or obligation to Buyer or any of its Affiliates Subsidiaries (other than solely administrative expenses related to any Transferred Employeesuch termination). No consents, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation approvals or other similar payment from SES or actions of any of its Affiliates. Third Party (cother than solely administrative processes) As of are required to effect the date of this Agreement, except as actions contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case the Separation Agreement with respect to any Transferred Employeethe Buyer Benefit Plans. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closing.

Benefit Plans. (a) Schedule 4.20(a)(iExcept as disclosed in Section 4.13(a) contains, as of the date Company Disclosure Schedule, there exist no employment, severance, retention, termination or change-of-control agreements, arrangements or understandings between the Company or any of this Agreementits Subsidiaries and any individual current or former director or officer with a title of vice president or higher (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the "Employees") other than the Company's obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law ("COBRA"). (b) Section 4.13(b) of the Company Disclosure Schedule contains a complete and correct list of all material existing (i) "employee pension or benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (collectively, the "Pension Plans"), including any such Pension Plans that are "multiemployer plans" (as such term is defined in Section 4001(a)(3) of ERISA) (collectively, the "Multiemployer Pension Plans"), (ii) "employee welfare benefit plans, " (as defined in Section 3(1) of ERISA) and (iii) other bonus, stock optiondeferred compensation, severance pay, pension, profit-sharing, retirement, insurance, stock purchase, deferred compensation, severance, disabilitystock option, vacation pay, sick pay, pay or other plans or arrangements and employee fringe benefit plans plan or arrangement maintained, or contributed to, by SES the Company or any of its Affiliates Subsidiaries for the benefit of any Transferred Employee, of the Employees or with respect to which the Company has any of liability other than immaterial plans or arrangements (the Transferred Businesses could reasonably be expected to incur any liability, but excluding foregoing clauses (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 planscollectively, 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 the GE Entities true, Acquisition Corp. correct and complete and correct copies of (Ai) each Company Benefit Plan document (or a summary written description of the Company such Benefit Plan if it is not in written formno such formal document exists), (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 reports on Form 5500 as filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was requiredand all attachments thereto), (Diii) the most recent summary plan description with respect to for each Company Benefit Plan (if any for which such summary plan description is required, (iv) the most recent determination letter received from the Internal Revenue Service, if applicable, and (Ev) each trust agreement, insurance contract, 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. (b) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliatesif applicable. (c) As Except as disclosed in Section 4.13(c) of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on opinion letters issued for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as "GUST"), no such determination or opinion letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of this Agreement, except as contemplated by this Agreement, none such determination that could reasonably be expected to adversely affect the qualification of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company such Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have Benefit Plans is, and neither the Company or any Liabilities under of its Subsidiaries nor any Company ERISA Affiliate maintains, contributes to or has any liability or potential liability with respect to (i) a "single employer plan" (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of Title I of ERISA or Title IV of ERISA, (ii) a "multiple employer plan" (as such term is defined in ERISA), (iii) a Multiemployer Pension Plan or (iv) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). Each Benefit Plan and all of its related trusts have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Employee Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 4.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any misclassification of a person as an independent contractor rather than as an employeedeferred compensation, except for any misclassification retirement or other Benefit Plan that does is not or would not be expected to have, individually or in the aggregate, a material adverse effect accurately reflected on the Transferred BusinessesCompany's balance sheet. For purposes of Section 4.13, taken "ERISA Affiliate" means each entity that is treated as a whole. (e) As single employer with the Company or any Subsidiary for purposes of Section 414 of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the ClosingCode.

Benefit Plans. (ai) Section 3.1(k) of the Saratoga Disclosure Schedule 4.20(a)(icontains 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")), including, without limitation, 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, stock purchaseseverance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation, severanceemployee stock ownership, disabilityretirement, vacation payprofit sharing and all other employee benefit plans, sick payagreements, programs, policies or other plans arrangements, whether or arrangements not subject to ERISA, and employee fringe benefit plans maintainedwhether formal or informal, oral 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 written (all the foregoing being hereinafter herein called “Company "Benefit Plans”"), that are sponsored or are being maintained or contributed to, or required to be contributed to, by Saratoga or any of its Subsidiaries (the "Saratoga Benefit Plans"). SES No Saratoga Benefit Plan is a multiemployer plan or is subject to a collective bargaining agreement. (ii) With respect to each Saratoga Benefit Plan, Saratoga has made available delivered to SJNB a current, accurate and complete copy (or, to the GE Entities trueextent no such copy exists, complete an accurate description) thereof and, to the extent applicable, (A) any related trust agreement or other funding instrument; (B) the most recent determination letter; (C) any summary plan description and correct copies other written communications (or a description of any oral communications) by Saratoga or any of its Subsidiaries to any of their respective employees concerning the extent of the benefits provided under any Saratoga Benefit Plan; and (D) except as described in Section 3.1(k)(ii) of the Saratoga Disclosure Schedule, for the two most recent years (I) the Form 5500 and attached schedules; (II) audited financial statements; and (III) actuarial valuation reports. (iii) Except as set forth in Section 3.1(k) of the Saratoga Disclosure Schedule, (A) each Company Saratoga Benefit Plan (or a summary has been established and administered in accordance with its terms, and in compliance in all material respects with the applicable provisions of ERISA, the Company Benefit Plan if it is not in written form)Code and other applicable laws, rules and regulations; (B) any individual employment each Saratoga Benefit Plan which is intended to be qualified within the meaning of Code section 401(a) is so qualified and has received a favorable determination letter as to its qualification and nothing has occurred, whether by action or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii)failure to act, which would cause the loss of such qualification; (C) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company any Saratoga Benefit Plan Plan, no audits, actions, suits or claims (if other than routine claims for benefits in the ordinary course) are pending or threatened, and no facts or circumstances exist which could give rise to any such report was required)audits, actions, suits or claims; (D) the most recent summary plan description with respect to each Company Benefit Plan (if neither Saratoga nor 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 party 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 engaged in a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx prohibited transaction which could subject Saratoga or any of its Subsidiaries, or the Surviving Corporation, to any taxes, penalties or other liabilities under Code section 4975 or ERISA sections 409 or 502(i); (E) no event has occurred and no condition exists that could subject Saratoga or any of its Subsidiaries, or the Surviving Corporation, either directly or by reason of any such entity's affiliation with any member of any such entity's Controlled Group (defined as any organization which is a member of a controlled group of organizations within the meaning of Code sections 414(b), (c), (m) or (o)), to Splitco any tax, fine, liability or penalty imposed by ERISA, the Code or other applicable laws, rules and regulations; (F) all insurance and Pension Benefit Guaranty Corporation ("PBGC") premiums required to be paid with respect to Saratoga Benefit Plans through the Closing Date have been or will be paid prior thereto and adequate reserves will have been provided for on Saratoga's consolidated statement of financial condition as of the month end immediately prior to the Closing Date for any premiums (or portions thereof) attributable to service on or prior to the Closing Date; (G) all contributions required to be made prior to the Closing Date under the terms of each Saratoga Benefit Plan, the Code, ERISA or other applicable laws, rules and regulations have been or will be timely made and adequate reserves will have been provided for on Saratoga's consolidated statement of financial condition as of the month end immediately prior to the Closing Date for all benefits attributable to service on or prior to the Closing Date; (H) no Saratoga Benefit Plan has incurred any "accumulated funding deficiency" as such term is defined in ERISA section 302 and (including, but not limited to the voting of any securities held pursuant to an Saratoga Benefit Plan) Code section 412 (whether or not waived); (I) the consummation of this Agreement will not result in a nonexempt prohibited transaction or a breach of fiduciary duty under ERISA; and (J) no Saratoga Benefit Plan provides health coverage beyond the termination of employment except as provided under Code section 4980B. (iv) Except as set forth in Section 3.1(k)(iv) of the Saratoga Disclosure Schedule, with respect to each of the Saratoga Benefit Plans which is subject to Title IV of ERISA, as of the Closing Date, the assets of each such Plan shall be at least equal in value to the present value of the accrued benefits (vested and unvested) of the participants in such Plan on a termination and projected basis, based on the actuarial methods and assumptions indicated in the most recent actuarial valuation reports. (v) Except as set forth on Section 3.1(k)(v) of the Saratoga Disclosure Schedule, no Saratoga Benefit Plan exists which provides for an increase in benefits on or after the Closing Date or could result in the payment to any employee of Saratoga or any of its Subsidiaries at Closing. (b) The consummation of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee as a result of the transactions contemplated by this Agreement will not (iAgreement. The aggregate amount of payments due from Saratoga under all such contracts and the amount due under each such contract, at the Effective Time, are as set forth in the schedule included in Section 3.1(k)(v) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (iiSaratoga Disclosure Schedule. Except as set forth in Section 3.1(k)(v) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As of the date of this Agreement, except as contemplated by this AgreementSaratoga Disclosure Schedule, none of SES or any such payments will constitute an "excess parachute" payment within the meaning of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closing.Code section 280G.

Benefit Plans. (a) BENEFIT PLANS; RLI PLANS. Schedule 4.20(a)(i2.22 discloses all written "employee benefit plans" within the meaning of Section 3(3) containsof the U.S. Employee Retirement Income Security Act of 1974, as of amended, and the date of this Agreementapplicable rulings and regulations thereunder ("ERISA"), a list of all material employee pension and any other written profit sharing, pension, savings, deferred compensation, fringe benefit, insurance, medical, medical reimbursement, life, disability, accident, post-retirement health or welfare benefit plans, bonusbenefit, stock option, stock purchase, deferred compensationsick pay, vacation, employment, severance, disability, vacation pay, sick pay, termination or other plans plan, agreement, contract, policy, trust fund or arrangements and employee fringe benefit plans maintainedarrangement (each, a "Benefit Plan"), whether or contributed tonot funded, (i) currently maintained or sponsored by SES RLI, (ii) with respect to which RLI (or the Shareholders with respect to RLI) has or may have Liability or is obligated to contribute, (A) that otherwise covers any of the current or former employees of RLI or its Affiliates or (B) as to which any such current or former employees or their beneficiaries participated or were entitled to participate or accrue or have accrued any rights thereunder (each, a "RLI Plan"). Neither RLI nor any of its Affiliates for the benefit of any Transferred Employeenow maintains or contributes to, or with respect has ever maintained, contributed to which or been obligated to contribute to, any employee pension benefit plan as defined in Section 3(2) of the Transferred Businesses could reasonably be expected to incur any liabilityERISA, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx whether a defined benefit plan or its Subsidiariesa defined contribution plan, 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 planplan defined in Section 3(27) 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 ClosingERISA. (b) The consummation RLI GROUP MATTERS; FUNDING. Neither RLI nor any corporation that may be aggregated with RLI under Sections 414(b), (c), (m) or (o) of the transactions contemplated by this Agreement will not Code (ithe "RLI Group") accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES has any obligation to contribute to or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES direct or any of its Affiliates to any Transferred Employee, indirect Liability under or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None Benefit Plan of the Transferred Businesses type described in Sections 4063 and 4064 of ERISA or Section 413(c) of the Code. RLI does not have any Liabilities under Liability, and after the Closing RLI will not have any Company Benefit Plan Liability, with respect to any misclassification Benefit Plan of any other member of the RLI Group, whether as a person result of delinquent contributions, distress terminations, fraudulent transfers, failure to pay premiums to the Pension Benefit Guaranty Corporation (the "PBGC"), withdrawal Liability or otherwise which Liability is material to RLI. No accumulated funding deficiency (as an independent contractor rather than as an employee, except for defined in Section 302 of ERISA and Section 412 of the Code) exists nor has any misclassification that does not funding waiver from the IRS been received or requested with respect to any RLI Plan or any Benefit Plan of any member of the RLI Group and no excise or other Tax is due or owing because of any failure to comply with the minimum funding standards of the Code or ERISA with respect to any of such plans and which would not be expected to have, individually or in the aggregate, have a material adverse effect on the Transferred Businesses, taken as a wholeRLI. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closing.

Benefit Plans. (a) Schedule 4.20(a)(iSection 3.11(a)(i) contains, as of the date Company Disclosure Letter sets forth a complete and accurate list of each material Company Plan. For purposes of this Agreement, a list “Company Plan” means any “employee benefit plan” (within the meaning of all material employee pension or welfare benefit plansSection 3(3) of the Employee Retirement Income Security Act of 1974, bonusas amended (“ERISA”), including any “multiemployer plan” (within the meaning of ERISA Section 3(37)), and any stock purchase, stock option, stock purchaseother equity-based compensation, severance, change-in-control, fringe benefit, bonus, incentive, deferred compensation, severancepension, disabilityretirement, profit-sharing, thrift, savings, unemployment benefits, sick leave, vacation pay, sick paysalary continuation for disability, hospitalization, health or medical insurance, life insurance, fringe benefit, flexible spending account, scholarship, employment or other plans employee benefit plan, agreement, program, payroll practice, policy or arrangements and employee fringe benefit plans maintainedother arrangement, whether 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 ERISA (including individual retention agreements, including any arising, funding mechanism therefor now in effect 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. (b) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or required in the aggregate, a material adverse effect on the Transferred Businesses, taken future as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue result of the transactions contemplated by this Agreement or otherwise), whether formal or informal, written, legally binding or not, and whether or not terminated, under which any current or former employee, director or independent contractor of the Company or any of its Subsidiaries has any present or future right to benefits or the Company or any of its Subsidiaries has had or has any current or future potential liability (including contingent liability) to or on behalf of any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (including an obligation to make contributions). Section 3.11(a)(ii) of the Company Disclosure Letter sets forth a true and complete list of each Company Plan subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code or Section 302 of ERISA maintained, sponsored, contributed to or required to be contributed to by the Company or any of its ERISA Affiliates currently or with respect to which the Company or in connection with any of its ERISA Affiliates has had or has any current or future potential liability (including contingent liability) (each, a “Pension Plan”). With respect to each Company Plan, the Company has made available to Parent a current, accurate and complete copy thereof and, to the extent applicable: (i) all plan documents, including all amendments, (ii) all related trust agreements or other funding instruments, insurance contracts and administrative contracts, (iii) the most recent determination or opinion letter issued by the U.S. Internal Revenue Service (the “IRS”) with respect to such plan, (iv) the current summary plan description, including any summaries of material modifications, (v) audited financial reports and Forms 5500 (including all schedules thereto), as filed, for the most recent plan year, (vi) the actuarial reports for the three most recently completed plan years, (vii) all correspondence with any Governmental Entity received since January 1, 2012 which relates to any Action or potential Action involving a Company Plan and (vii) any discrimination, coverage or similar annual tests performed during the last plan year. (b) With respect to the Company Plans: (i) each Company Plan, other than Company Plans maintained by the Company or any of its Subsidiaries primarily for the benefit of employees working outside the United States or otherwise subject to the Laws of any jurisdiction outside of the United States (each a “Foreign Company Plan”) has been established and administered in all material respects in compliance with its terms and applicable Laws, including ERISA and the Code; (ii) no transaction has occurred with respect to any Company Benefit Plans Plan that is an “employee benefit plan” within the meaning of Section 3(3) of ERISA (an “ERISA Plan”) that reasonably would subject the Company to either a civil penalty assessed pursuant to Section 409, 502(i) or 502(l) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that would be material and no material non-exempt prohibited transaction, as described in Section 406 of ERISA has occurred with respect to any Company Plan; (iii) all contributions required to be made under the terms of any Company Plan and any applicable Laws have, in all material respects, been timely made and all obligations in respect of each Company Plan as of the date hereof have, in all material respects, been accrued and are reflected in the Company’s financial statements to the extent required by GAAP; (iv) each ERISA Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination, advisory and/or opinion letter, as applicable, from the IRS that it is so qualified and to the knowledge of the Company, nothing has occurred that would reasonably be expected to cause any such Company Plan to not be so qualified where such occurrence, fact or circumstance, individually or in the aggregate, has had or would reasonably be expected to result in a material penalty under the IRS Closing Agreement Program if discovered during an IRS audit or investigation; (v) except as would not reasonably be expected to result in material liability to the Company or any Employment Agreementsof its Subsidiaries, other than routine claims for benefits, there is no Action (including any investigation, audit or other administrative proceeding) by the Department of Labor, the Pension Benefit Guaranty Corporation, the IRS or any other Governmental Entity or by any plan participant or beneficiary pending, or to the knowledge of the Company, threatened, relating to any of the Company Plans (or any assets of a trust related thereto) or any fiduciaries thereof with respect to their duties to any of the Company Plans, nor, to the knowledge of the Company, are there facts and circumstances that exist that would reasonably be expected to give to any such Actions; and (vi) each Foreign Company Plan (A) has been established, maintained and operated in all material respects in accordance with all applicable requirements of Laws, (B) if intended to qualify for special Tax treatment, has in all material respects met the requirements for such treatment, and (C) if intended to be funded and/or book-reserved, is fully funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions, except as, individually or in the aggregate, would not reasonably be expected to result in material liability to the Company or any of its Subsidiaries. (c) With respect to each Pension Plan, (i) no proceeding has been initiated by the Pension Benefit Guarantee Corporation (the “PBGC”) or the Company to terminate such plan; (ii) there has been no “reportable event” (as such term is defined in Section 4043(b) of ERISA); (iii) no unsatisfied liability (other than for premiums to the PBGC not yet due) under Title IV or Section 302 of ERISA has been, or is expected to be, incurred by the Company or any of its ERISA Affiliates; (iv) each required installment or any other payment required under Section 412 of the Code or Section 303 of ERISA has been made before the applicable due date; (v) as of the last day of the most recent plan year ended prior to the date hereof, the actuarially determined present value of such plan’s benefit liabilities under Section 4001(a)(16) of ERISA did not exceed the then current value of such plan’s assets, or, if such liabilities did exceed such assets, the amount thereof was properly reflected on the consolidated financial statements of the Company and its Subsidiaries; (vi) no plan has been required to file information pursuant to Section 4010 of ERISA for the current or most recently completed year; (vii) no plan has applied for or received a waiver of the minimum funding standards or an extension of any amortization period within the meaning of Section 412 of the Code or Sections 302 or 303 of ERISA and (viii) there are no funding-based limitations (within the meaning of Section 436 of the Code) currently in effect. Neither the Company, any of its Subsidiaries, nor any of its current or former ERISA Affiliates has, at any time during the last six (6) years, contributed to or been obligated to contribute to any “multiemployer plan,” as defined in Section 3(37) of ERISA, a multiple employer plan subject to Section 4063 or 4064 of ERISA, or a multiple employer welfare benefit arrangement (as defined in Section 3(40(A) of ERISA). None of the Company or any ERISA Affiliate has terminated an employee benefit plan for which the Company could reasonably be expected to have any existing or continuing liability. The Company has at all times reserved the right and power to terminate, suspend, discontinue and amend all Company Plans including the Remy International, Inc. Salaried Retirement Plan (other than for benefits accrued prior thereto) in accordance with the procedures specified in each such plan. (d) Neither the Company nor any of its Subsidiaries has any obligations for post-employment health or life benefits for any of their respective retired, former or current employees, except as provided required by Law. Neither the Company nor any of its Subsidiaries has any obligation to provide welfare benefits to any Person who is not a current or former director, officer or employee of the Company or any of its Subsidiaries, or a beneficiary thereof. (e) Neither the Company nor any of its ERISA Affiliates has any material liability of any kind whatsoever, whether known or unknown, direct, indirect, contingent or otherwise, on account of any violation of the health care requirements of Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code. (f) The Merger and the other transactions contemplated hereby will not, either alone or together with any other event, (i) entitle any current or former employee, director, or independent contractor of the Company or any of its Subsidiaries to severance pay, (ii) accelerate the time of payment or vesting, or trigger any payment or funding (whether through a grantor trust or otherwise) of compensation or benefits under, or increase the amount allocable or payable or trigger any other material obligation pursuant to, any Company Plan or (iii) result in the payment of any amount that would, individually or in combination with any other such payment, constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Code. (g) Neither the Company nor any Subsidiary has any obligation to provide, and no Company Plan or other Contract, plan or arrangement (written or otherwise) provides any Person with the right to receive any additional payment as a result of the imposition of any excise tax under Section 4999 of the Ancillary Agreements; Code or interest or penalties incurred under Section 409A of the Code. (h) Except (i) as set forth on Section 3.11(h) of the Company Disclosure Letter and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco statutory programs mandated by applicable Law, neither the Company nor any Subsidiary has been a party to, a sponsoring employer of, or otherwise is under any liability or obligation with respect to any defined benefit pension scheme, final salary scheme or any death, disability or retirement benefit calculated by reference to age, salary or length of service or any of them, for employees working outside of the SES EntitiesUnited States. To the knowledge of the Company, no employee of the Company or any Subsidiary has any claim or right in respect of any benefit payable on early retirement or redundancy under an occupational pension scheme which arose or were incurred at any time prior has transferred to the ClosingCompany or any Subsidiary by operation of the UK Transfer of Undertakings (Protection of Employment) Regulations 1981 or 2006 (as amended) or any equivalent Laws in any jurisdiction which has implemented the Acquired Rights Directive 2001 or provides for the automatic transfer of employees’ employment.

Benefit Plans. (a) Section 3.12(a) of the Company Disclosure Schedule 4.20(a)(ilists each material employee benefit plan, program, policy, practices, or other arrangement providing benefits to any Company Personnel or any beneficiary or dependent thereof that is sponsored or maintained by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries contributes or is obligated to contribute or under which they have any obligations, whether or not written, including without limitation any employee welfare benefit plan within the meaning of Section 3(1) containsof the Employee Retirement Income Security Act of 1974, as of the date of this Agreementamended (“ERISA”), a list of all material any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or welfare benefit plansnot such plan is subject to ERISA) and any bonus, bonusincentive, deferred compensation, vacation, stock purchase, stock option, stock purchase, deferred compensation, severance, disabilityemployment, vacation paychange of control, sick pay, perquisite or other plans or arrangements and employee fringe benefit plans maintainedplan, program 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 policy (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) and each Contract, complete and correct copies of (A) each Company Benefit Plan (offer letter or a summary agreement of the Company or any of its Subsidiaries with or addressed to any Company Personnel, including any employment, deferred compensation, consulting, severance, change of control, termination, retention, deal bonus, stay bonus or indemnification Contract with any Company Personnel, pursuant to which the Company or any of its Subsidiaries has any actual or contingent liability or obligation to provide compensation and/or benefits in consideration for past, present or future services (“Company Benefit Plan if it Agreement”) that is not in written form), material. (Bb) 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 With respect to each Company Benefit Plan other than a Multiemployer Plan (if any such report was requireda “Plan”), the Company has made available to Parent a true, correct and complete copy of: (Di) each writing constituting a part of such Plan, including without limitation all plan documents, communications with Company Personnel, benefit schedules, trust agreements, and insurance contracts and other funding vehicles; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (iii) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; and (vi) the most recent determination letter from the Internal Revenue Service, if any. The Company has delivered or made available to Parent a true, correct and complete copy of each material Company Benefit Agreement. Except as specifically provided in the foregoing documents made available to Parent, (i) except as required to comply with applicable Law, there are no amendments to any Plan or Company Benefit Agreement that have been adopted or approved; and (ii) none of the Company or any of its Subsidiaries has undertaken to make any such amendments or to adopt or approve any new Plan or Company Benefit Agreement. (c) Section 3.12(c) of the Company Disclosure Schedule identifies each Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code (“Qualified Plans”). The Internal Revenue Service has issued a favorable determination letter with respect to each Qualified Plan and the related trust that has not been revoked, and, to the Knowledge of the Company, there are no existing circumstances and no events have occurred that could adversely affect the qualified status of any Qualified Plan or the related trust. No trust funding any Plan is intended to meet the requirements of Code Section 501(c)(9). (d) All contributions required to be made to any Plan by applicable Law or regulation or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Plan, for any period through the date hereof have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been properly reflected on the Company’s financial statements. There is no unfunded actual or potential Liability or obligation, whether direct or indirect, relating to any Company Benefit Plan which is not reflected in the Company’s most recent financial statement included in the Company SEC Documents. Each Company Benefit Plan that is an employee welfare benefit plan under Section 3(1) of ERISA either (i) is funded through an insurance company contract and is not a “welfare benefit fund” with the meaning of Section 419 of the Code or (ii) is unfunded. With respect to the Company’s Deferred Compensation Plan or any similar Plan, the related Deferred Compensation Plan Trust (or other Plan’s trust) holds assets that equal or exceed the total benefit obligations and other liabilities accrued under the Deferred Compensation Plan (without regard to whether a participant is vested). (e) 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 Agreement, subject to the GE Entities trueterms of subsection (m) hereof, correct the Company and complete information regarding its Subsidiaries have complied, and are now in compliance, in all material respects, with all provisions of ERISA, the current base salaryCode and all Laws and regulations applicable to such Company Benefit Plan or Company Benefit Agreement. Each Company Benefit Plan and Company Benefit Agreement has been administered in all material respects in accordance with its terms. There is not now, 2005 bonusesnor do any circumstances exist that could give rise to, projections as any requirement for the posting of security with respect to a Company Benefit Plan or Company Benefit Agreement or the date hereof imposition of 2006 bonuses and employee benefits of any lien on the Transferred Employees. Schedule 4.20(a)(iii) contains a list assets 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 Closingunder applicable Law, including ERISA or the Code. (bf) The consummation of the transactions contemplated by this Agreement will not No Company Benefit Plan is (i) accelerate the time subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, Code; (ii) result in any liability from SES a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (“Multiemployer Plan”) or any a plan that has two or more contributing sponsors at least two of its Affiliates to any Transferred Employeewhom are not under common control, or within the meaning of Section 4063 of ERISA (a “Multiple Employer Plan”); (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As none of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of Company and its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities Subsidiaries nor any of their respective ERISA Affiliates will directly or indirectly have or incur any Liabilitieshas, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment during the last six years, contributed to or employment-type services for been obligated to contribute to any Multiemployer Plan or with respect to Splitco or any Multiple Employer Plan; (iv) none of the SES Entities, which arose or were incurred at Company and its Subsidiaries nor any time prior to the Closing.ERISA Affiliates have

Benefit Plans. (a) Schedule 4.20(a)(iExcept as disclosed in Section 3.13(a) contains, as of the date Company Disclosure Schedule, there exist no employment, consulting, severance, retention, termination or change-of-control agreements, arrangements or understandings between the Company or any of this Agreementits subsidiaries and any individual current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its subsidiaries (collectively, the “Employees”) with respect to which the annual cash, noncontingent payments thereunder exceed $100,000 or where the contingent and noncontingent annual compensation is reasonably likely to exceed $150,000. (b) Section 3.13(b) of the Company Disclosure Schedule contains a complete list of all material (i) “employee pension or benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension Plans”), including any such Pension Plans that are “multiemployer plans” (as such term is defined in Section 4001(a)(3) of ERISA) (collectively, the “Multiemployer Pension Plans”), (ii) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), (iii) except for “Non U.S. Benefit Plans”, other bonus, stock optiondeferred compensation, severance pay, pension, profit-sharing, retirement, insurance, stock purchase, deferred compensation, severance, disabilitystock option, vacation pay, sick pay, pay or other plans or arrangements and employee fringe benefit plans plan, arrangement or practice maintained, or contributed to, by SES the Company or any of its Affiliates subsidiaries for the benefit of any Transferred Employee, of the Employees or with respect to which any of the Transferred Businesses could reasonably be expected to incur Company has any liability, but excluding and (iv) each “Non U.S. Benefit Plan” (as defined in Section 3.13(h)) which is sponsored or maintained by the Company or its subsidiaries other than government mandated programs that are operated by a foreign government (the foregoing clauses (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 planscollectively, agreements and arrangements providing for cash compensation and bonuses but not (all iv) the foregoing being hereinafter called “Company Benefit Plans”). SES The Company has furnished or made available to the GE Entities true, Merger Sub correct and complete and correct copies of (Ai) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form)Plan, (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 reports on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was requiredapplicable) (and all attachments thereto), (Diii) the most recent summary plan description with respect to for each Company Benefit Plan (if any for which such summary plan description is required) required and (Eiv) 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 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. (b) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As Except as disclosed in Section 3.13(c) of the date Company Disclosure Schedule, all Pension Plans intended to be qualified plans may either rely on opinion letters issued for the form of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a the plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”) and no such determination letter has been revoked. To the knowledge of the Company, there is party to a legally binding commitment (i) that would create no reasonable basis for the revocation of any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employeesuch determination letter. (d) None of the Transferred Businesses have Benefit Plans is, and none of the Company or any Liabilities under ERISA Affiliate has ever maintained or had an obligation to contribute to (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of Title I of ERISA or Title IV of ERISA, (ii) a “multiple employer plan” (as such term is defined in ERISA), (iii) a Multiemployer Pension Plan or (iv) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, the term “ERISA Affiliate” means any person that, together with the Company or any of its subsidiaries, would be deemed a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code. Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan and all related trusts, insurance contracts and funds has been maintained, funded and administered in all material respects in accordance with the terms of such Benefit Plan and in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. To the knowledge of the Company or its subsidiaries, there are no unpaid contributions, premiums or other payments due prior to the date hereof with respect to any misclassification Benefit Plan that are required to have been made under the terms of a person as an independent contractor rather than as an employeesuch Benefit Plan, except for any misclassification that related insurance contract or any applicable law. To the knowledge of the Company or its subsidiaries, none of the Company or any ERISA Affiliate has incurred any liability or taken any action, and the Company does not have any knowledge of, any action or would not event that could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. cause any one of them to incur any liability (ei) As under Section 412 of the ClosingCode or Section 302 of Title I of ERISA or Title IV of ERISA with respect to any “single-employer plan” (as such term is defined in Section 4001(a)(15) of ERISA), Splitco will not sponsor(ii) on account of a partial or complete withdrawal (as such term is defined in Sections 4203 and 4205 of ERISA, maintain, contribute torespectively) with respect to any Multiemployer Pension Plan, or have (iii) on account of unpaid contributions to any Liability under, for or with respect to, any Multiemployer Pension Plan. Except as disclosed in Section 3.13(d) of the Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the ClosingDisclosure Schedule, neither the GE Entities Company nor any of their Affiliates will directly or indirectly have or incur its subsidiaries has any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, unfunded liabilities with respect to or any “employee pension benefit plan” (as defined in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the ClosingERISA Section 3(2)).

Benefit Plans. (a) Schedule 4.20(a)(i3.13 lists (i) containseach “employee benefit plan,” as such term is defined in Section 3(3) of ERISA, as of the date of this Agreementincluding without limitation, a list of all material each “employee pension or benefit plan” (as defined in Section 3(2) of ERISA) and each “employee welfare benefit plansplan” (as defined in Section 3(1) of ERISA) and (ii) each collective bargaining agreement and each incentive, bonus, stock optionperformance award, phantom equity, stock purchaseor stock-based arrangements, plans, or programs, employment compensation, deferred compensation, pension, profit sharing, retirement, post-retirement, employment, consulting, severance, disabilitytermination, vacation paychange in control, sick payseparation, retention, vacation, sickness, life or other plans or arrangements and employee insurance, welfare, fringe benefit plans maintainedand incentive bonus contract, agreement, plan, program, policy or arrangement sponsored, maintained or contributed to, to by SES a Seller or an Affiliate of a Seller as of the Signing Date and in which any employee of its Affiliates for the benefit of any Transferred Employee, Business participates or with respect to which any employee 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 Business is subject 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 With respect to each Benefit Plan, Sellers have made available to Buyers or Buyers’ counsel, to the GE Entities trueextent in existence as of the Signing Date and otherwise applicable, complete and correct copies a copy of (A) each Company such Benefit Plan (Plan, including all amendments thereto, 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 Closingthereof. (b) The consummation There does not now exist, nor do any circumstances exist that would reasonably be expected to result in, any liability of Sellers or their Affiliates or otherwise with respect to the Business under Title IV of ERISA, Section 302 of ERISA or Section 412 or 4971 of the transactions contemplated by this Agreement will not Code, in each case, that would reasonably be expected to be a liability of Buyers following the Closing or result in the imposition of any Lien (iother than Permitted Liens) accelerate the time upon any of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its AffiliatesAssets. (c) As of Each Benefit Plan has been established, maintained and administered in all material respects in accordance with its terms and in substantial compliance with its terms, ERISA, the date of this Agreement, except as contemplated by this Agreement, none of SES or Code and any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company other applicable Laws governing the Benefit Plan, except for such noncompliance or impropriety that would not reasonably be expected to result in each case with respect to a material Liability of Buyers or in the imposition of any Transferred EmployeeLien (other than Permitted Liens) upon any of the Assets. (d) None of the Transferred Businesses have any Liabilities under any Company No Benefit Plan provides or has at any time provided for medical or death benefits with respect to current or former employees of any misclassification Seller or any ERISA Affiliate beyond termination of a person as an independent contractor rather their employment (other than as required to avoid an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As excise tax under Section 4980B of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iiiCode). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closing.

Benefit Plans. (a) Schedule 4.20(a)(iSection 4.14(a) contains, as of the date PubCo Disclosure Letter lists all material PubCo Benefit Plans. For purposes of this AgreementAgreement a “PubCo Benefit Plan” is, a list whether or not written, (i) any “employee benefit plan” within the meaning of all material employee pension or welfare benefit plansSection 3(3) of ERISA, bonus(ii) any compensation, stock purchase, stock option, stock purchase, deferred equity or equity-based compensation, severance, disabilityemployment, consulting, change-of-control, bonus, incentive, deferred compensation and other employee benefit plan, agreement, program or policy, whether or not subject to ERISA, (iii) any plan, agreement, program or policy providing vacation paybenefits, insurance (including any self-insured arrangements), medical, dental, vision or prescription benefits, disability or sick payleave benefits, life insurance, employee assistance program, workers’ compensation, supplemental unemployment benefits and post-employment or other plans retirement benefits (including compensation, pension or arrangements and employee fringe insurance benefits) or (iv) any loan to or for the benefit plans maintained, or contributed to, by SES of an officer of any PubCo Entity or any of its Affiliates for the benefit Subsidiaries, in each case (A) under which any current or former director, officer, employee or independent contractor of PubCo or any Transferred Employeeof its Subsidiaries has any right to benefits or (B) which are maintained, sponsored or contributed to by any PubCo Entity or any of its Subsidiaries or to which any PubCo Entity or any of its Subsidiaries makes or is required to make contributions 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 PubCo Entity or any of Satlynx or its Subsidiaries, or SES or its Affiliates with Subsidiaries has any material Liability. (b) With respect to the AMC-23 Businesseach material PubCo Benefit Plan, is a party (including individual retention agreementsif applicable, 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 PubCo has made available to the GE Entities true, Company true and complete and correct copies of (Ai) each Company Benefit Plan (or the plan document and any amendments thereto and for any unwritten plan, 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 material terms; (ii), ) the most recent summary plan description; (Ciii) 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 requiredincluding all schedules), ; (Div) the most recent summary plan description annual audited financial statements; (v) any related trust or funding agreements or insurance policies; and (vi) all material non-routine correspondence with respect to each Company any PubCo Benefit Plan with a Governmental Authority. (if any such summary plan description is requiredc) The execution and (E) each trust agreement, group annuity contract or other funding delivery of this Agreement 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 consummation of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iiiTransactions will not (either alone or in combination with another event) contains a list of the Company Benefit Plans to be transferred by SES (i) result in any payment from any PubCo Entity or any of its Affiliates (other than Satlynx Subsidiaries becoming due, or increase the amount of any compensation due, to any current or former employee, director or independent contractor of any PubCo Entity or any of its Subsidiaries; (ii) increase any benefits otherwise payable under any PubCo Benefit Plan; (iii) result in the acceleration of the time of payment, vesting of any compensation or benefits or forgiveness of indebtedness with respect to Splitco any current or former employee, director or independent contractor of any PubCo Entity or any of its Subsidiaries; (iv) result in any funding, through a grantor trust or otherwise, of any compensation or benefits to any current or former employee, director or independent contractor of any PubCo Entity or any of its Subsidiaries at Closing. under any PubCo Benefit Plan; or (b) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (iiv) result in any liability from SES breach or violation of or default under or limit PubCo’s, Merger Sub’s or the Company’s right to amend, modify or terminate any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company PubCo Benefit Plan, in each case with respect to any Transferred Employee. (d) None Since January 1, 2021, there have been no pending, or, to the Knowledge of the Transferred Businesses have PubCo, threatened, material claims, investigations, audits or litigations against or involving any Liabilities under any Company PubCo Benefit Plan with respect to any misclassification of a person as an independent contractor rather Plan, other than as an employee, except ordinary claims for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a wholebenefits by participants and beneficiaries. (e) As of the ClosingEach PubCo Benefit Plan can be terminated at any time for any or no reason by PubCo and its Subsidiaries without any past, Splitco will not sponsor, maintain, contribute to, present or have future Liability or obligation to any Liability under, for or with respect to, any Company Benefit Plans PubCo Entity or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iiiof its Subsidiaries (other than solely administrative expenses related to such termination). From and after No consents, approvals or other actions of any Third Party (other than solely administrative processes) are required to effect the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions actions contemplated by this Agreement or otherwisethe Separation Agreement, if any, with respect to or in connection with (i) any Company the PubCo Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the ClosingPlans.

Benefit Plans. (a) Schedule 4.20(a)(iSection 3.11(a) contains, as of the date Company Disclosure Letter sets forth a complete and accurate list of each material Company Plan. For purposes of this Agreement, a list “Company Plan” means any “employee benefit plan” (within the meaning of all material employee pension or welfare benefit plansSection 3(3) of the Employee Retirement Income Security Act of 1974, bonusas amended (“ERISA”), including any “multiemployer plan” (within the meaning of ERISA Section 3(37)), and any stock purchase, stock option, stock purchaseother equity-based compensation, severance, change in control, fringe benefit, bonus, incentive, deferred compensation, severancepension, disabilityretirement, profit-sharing, thrift, savings, unemployment benefits, sick leave, vacation pay, sick paysalary continuation for disability, hospitalization, health or medical insurance, life insurance, fringe benefit, flexible spending account, scholarship, employment or other plans employee benefit plan, agreement, program, payroll practice, policy or arrangements other arrangement, 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, and employee fringe benefit plans maintainedwhether or not terminated, under which any current or contributed toformer employee, by SES director or independent contractor of the Company or any of its Affiliates for Subsidiaries has any present or future right to benefits or the benefit Company or any of its Subsidiaries has any current or future potential liability (including contingent liability) to or on behalf of any Transferred Employeecurrent or former employee, officer, director or with independent contractor of the Company or any of its ERISA Affiliates (including an obligation to make contributions). With respect to which any each Company Plan, the Company has made available to Parent in the Data Room a current, accurate and complete copy of each of the Transferred Businesses could reasonably be expected following documents, to incur any liability, but excluding the extent applicable: (i) collective bargaining agreementsall plan documents, including all amendments, (ii) all related trust 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) funding instruments, insurance contracts and administrative contracts, (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 determination or opinion letter issued by the U.S. Internal Revenue Service (the “IRS”) with respect to each Company Benefit Plan (if any such report was required)plan, (Div) the most recent current summary plan description and other equivalent written communications by the Company or any of its ERISA Affiliates to their respective employees concerning the extent of the benefits provided under each Company Plan, including any summaries of material modifications, (v) audited financial reports and Forms 5500 (including all schedules thereto), as filed, for the three most recent plan years, (vi) all correspondence with any Governmental Entity relating to any Action or potential Action involving a Company Plan and (vii) any discrimination, coverage or similar annual tests performed during the last three plan years. (b) With respect to the Company Plans: (i) each Company Plan has been established and administered in all material respects in accordance with its terms and in compliance with all applicable Laws, including ERISA and the Code, including all filing and disclosure requirements, and no material non-exempt prohibited transaction, as described in Section 406 of ERISA or Section 4975 of the Code has occurred with respect to any Company Plan, and all contributions required to be made under the terms of any Company Plan and any applicable Laws have been timely made and all obligations in respect of 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 (including all premiums, fees and employee benefits administrative expenses required to be paid under or in connection with each Company Plan) have been accrued and reflected in the Company’s financial statements to the extent required by GAAP, consistently applied; (ii) each Company Plan intended to be qualified under Section 401(a) of the Transferred Employees. Schedule 4.20(a)(iiiCode has received a favorable determination, advisory and/or opinion letter, as applicable, from the IRS that it is so qualified and nothing, to the knowledge of the Company, has occurred and no fact or circumstance exists that could cause any such Company Plan to not be so qualified; (iii) contains a list there is no Action (including any investigation, audit or other administrative proceeding) by the Department of Labor, the IRS or any other Governmental Entity or by any plan participant or beneficiary pending, or to the knowledge of the Company, threatened, relating to any of the Company Benefit Plans Plans, any fiduciaries thereof with respect to be transferred by SES or their duties to any of its Affiliates the Company Plans, or to the assets of any of the trusts under any of the Company Plans (other than Satlynx routine claims for benefits), nor, to the knowledge of the Company, are there facts or circumstances that exist that would reasonably be expected to give rise to any such Actions; (iv) each Company Plan which is a nonqualified deferred compensation plan within the meaning of, and subject to, Section 409A of the Code has been at all times administered, operated and maintained in all material respects in accordance with its Subsidiaries) terms and according to Splitco the requirements of Section 409A of the Code and the regulations promulgated thereunder; and no Person is entitled to receive any additional payment from the Company or any of its Subsidiaries at Closing.as a result of the imposition of a Tax under Section 409A of the Code; and (bv) each Company Plan subject to the Laws of any jurisdiction outside of the United States (A) has been maintained and operated in all material respects in accordance with all applicable requirements of such Laws, (B) if intended to qualify for special Tax treatment, has met in all material respects the requirements for such treatment, and (C) if intended to be funded and/or book-reserved, is fully funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions, and the Company and its Subsidiaries have complied in all material respects with all their respective obligations under such non-United States Law. The consummation execution of this Agreement and performance of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) result in the requirement, by any trustee or Governmental Entity or representative, that the Company or any of its Subsidiaries make any additional material contributions to any of the Company Plans covered by this clause (v) other than those contributions required to be made in the normal course. (c) No Company Plan is subject to Title IV of ERISA, and neither the Company nor any of its ERISA Affiliates has any liability of any kind whatsoever, whether direct, indirect, contingent or otherwise, under Section 412 of the Code or Title IV of ERISA. Neither the Company, any of its Subsidiaries, nor any of its current or former ERISA Affiliates has, at any time during the last six years, contributed to or been obligated to contribute to any “multiemployer plan,” as defined in Section 3(37) of ERISA, or any employee benefit plan, program or arrangement that is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code, a multiple employer plan subject to Section 4063 or 4064 of ERISA, or a multiple employer welfare benefit arrangement (as defined in Section 3(40(A) of ERISA). If terminated on the Closing Date, no Company Plan would impose any liability on the Company or any of its ERISA Affiliates (other than routine administrative expenses). (d) Neither the Company nor any of its Subsidiaries has any obligations for post-employment health or life benefits for any of their respective retired, former or current employees, except as required by Law. Neither the Company nor any of its Subsidiaries has any obligation to provide welfare benefits to any Person who is not a current or former director, officer or employee of the Company or any of its Subsidiaries, or a beneficiary thereof. (e) Neither the Company nor any of its ERISA Affiliates has any material liability of any kind whatsoever, whether known or unknown, direct, indirect, contingent or otherwise, (i) on account of any violation of the health care requirements of Part 6 or 7 of Subtitle B of Title I of ERISA or Section 4980B or 4980D of the Code, or (ii) under Section 502(i) or 502(l) of ERISA. (f) Except as specifically provided herein or set forth in Section 3.11(f) of the Company Disclosure Letter, the Merger and the other transactions contemplated hereby will not, either alone or together with any other event, (i) entitle any current or former employee, director, or independent contractor of the Company or any of its Subsidiaries to any severance benefit, retention or transaction bonus or similar payment, or (ii) accelerate the time of the payment or vesting ofvesting, or trigger any payment or funding (whether through a grantor trust or otherwise) of compensation or benefits under, or increase the amount ofallocable or payable or trigger any other material obligation pursuant to, compensation due from SES any Company Plan. (g) There is no contract, plan or arrangement (written or otherwise) covering any current or former employee of the Company or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES Subsidiaries or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to havePerson that, individually or in the aggregate, a material adverse effect on the Transferred Businessescould reasonably be expected to, taken as a whole. (e) As result of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue consummation of the transactions contemplated by this Agreement or otherwise, with respect to hereby (either alone or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at event), give rise to the payment of any time provide employment or employment-type services for or with respect to Splitco amount that will not be deductible by the Company or any of its Subsidiaries under Section 280G of the SES Entities, which arose or were incurred at Code and no Person is entitled to receive any time prior to additional payment as a result of the Closingimposition of any excise tax under Section 4999 of the Code.

Benefit Plans. (a) Schedule 4.20(a)(iSection 3.12(a) contains, as of the date Company Disclosure Schedule contains an accurate and complete list, with respect to each of this Agreementthe Acquired Corporations and their ERISA Affiliates of each plan, a list of all material employee pension program, policy, practice, contract, agreement or welfare benefit plansother arrangement providing for direct or indirect compensation, bonusseverance benefits (including redundancy), stock option, stock purchasenotice or termination pay, deferred compensation, severanceperformance awards, disabilitystock or stock-related options or awards, vacation paypension benefits, sick payretirement benefits, profit-sharing benefits, savings benefits, disability benefits, medical insurance, dental insurance, health insurance, life insurance, death benefit, other insurance, repatriation or expatriation benefits, tax gross ups, welfare benefits, part time and early retirement scheme fringe benefits or other employee benefits or remuneration of any kind, whether written, unwritten or otherwise, funded or unfunded, including, but not limited to, each “employee benefit plan,” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) which is or has been maintained, contributed to, or other plans or arrangements and employee fringe benefit plans maintained, or required to be contributed to, by SES the Acquired Corporations or any of its Affiliates ERISA Affiliate for the benefit of any Transferred EmployeeCompany Associate (collectively, 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“Employee Plans”) and separately identifies each Employee Plan that is currently in effect, maintained, contributed to or required to be contributed to, primarily for the benefit of Company Associates outside the United States (iii) all planseach, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called a “Company Benefit PlansForeign Employee Plan”). SES None of the Acquired Corporations and their ERISA Affiliates have made any plan or commitment to establish any new Employee Plan, to modify any Employee Plan (except to the extent required by applicable Law or to conform any such Employee Plan to the requirements of any applicable Law, in each case as previously disclosed to Parent in writing, or as required by this Agreement). (b) The Company has made available to the GE Entities true, complete Parent (i) true and correct copies of (A) all documents embodying each Company Benefit Employee Plan including all amendments thereto and all related trust documents (or a summary of the Company Benefit Plan if it is not in written formany oral Employee Plan), (Bii) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) the three most recent annual reports (Form Series 5500 and (iiall schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Employee Plan, (Ciii) if the 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 Employee Plan (if any such report was required)assets, (Div) the most recent summary plan description together with the summary of material modifications thereto, if any, with respect to each Employee Plan, (v) all material written agreements and contracts relating to each Employee Plan, including administrative service agreements and group insurance contracts, (vi) all communications material to any 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 Associates relating to any Company Benefit Employee Plan and any proposed Employee Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Acquired Corporations and their ERISA Affiliates, (vii) all written correspondence to or from any governmental agency relating to a material matter with respect to any Employee Plan during the prior three (3) years, (viii) all model Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Employee Plan, (x) all discrimination tests for each Employee Plan for the three (3) most recent plan years, (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Employee Plan, to the extent applicable, (xii) all Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) privacy notices and all business associate agreements to the extent required under HIPAA, (xiii) the most recent IRS determination, advisory or opinion letter issued with respect to or relating to each Employee Plan (xiv) all rulings or notices issued by a governmental agency with respect to each Employee Plan, and (xv) with respect to each Foreign Employee Plan that is maintained in any non-U.S. jurisdiction, to the extent applicable: (A) the most recent annual report or similar compliance documents required to be filed with any governmental authority with respect to such Foreign Employee Plan and (B) any document comparable to a determination letter, advisory letter or opinion letter issued by a governmental authority relating to the satisfaction of applicable Law necessary to obtain the most favorable tax treatment and all amendments, modifications or supplements to any such document. (c) The Acquired Corporations and their ERISA Affiliates have performed all material obligations required to be performed by them under terms of each applicable Employee Plan and are not in default or violation of any Employee Plan, and the Acquired Corporations and their ERISA Affiliates have no Knowledge of any default or violation by any other party to any Employee Plan. SES Each Employee Plan has also delivered been established and maintained in accordance with its terms and in material compliance with applicable Law, including ERISA or the Code and, in the case of Foreign Employee Plans, applicable foreign Law. Each Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) applied for a favorable determination letter, prior to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, on which the employer is entitled to rely, as to its qualified status from the IRS; or (iii) still has a remaining period of time to apply for such a determination letter from the IRS and to make any amendments necessary to obtain a favorable determination, and nothing has occurred since the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iiimost recent determination that could reasonably be expected to cause any such Employee Plan or trust to fail to qualify under § 401(a) contains a list or 501(a) of the Company Benefit Plans Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Employee Plan which would result, or since January 1, 2012 has resulted, in liability to the Company. There are no Actions pending or threatened or reasonably anticipated (other than routine claims for benefits) against any Employee Plan or against the assets of any Employee Plan and no fact or circumstance exists that would make such an Action likely to occur. Each Employee Plan can be transferred by SES amended, terminated or any of otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Acquired Corporations or their ERISA Affiliates (other than Satlynx ordinary administration expenses). There are no audits, inquiries or proceedings pending or threatened by the IRS, Department of Labor, or any other governmental authority with respect to any Employee Plan. Neither the Acquired Corporations nor their ERISA Affiliates are subject to any fine, assessment, penalty or other Tax or liability with respect to any Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code or otherwise by operation of law or contract. (d) All Foreign Employee Plans that are intended to be funded and/or book-reserved are funded and/or book-reserved, as appropriate, based on reasonable actuarial assumptions. To the Knowledge of the Company, each Foreign Employee Plan has been approved by the relevant taxation and other governmental authorities so as to enable (i) the Acquired Corporations and the participants and beneficiaries under the relevant Foreign Employee Plan, and (ii) in the case of any Foreign Employee Plan under which resources are set aside in advance of the benefits being paid (a “Funded Foreign Employee Plan”), the assets held for the purposes of the Funded Foreign Employee Plans, to enjoy the most favorable taxation status possible and the Company is not aware of any ground on which such approval may cease to apply. No promise has been made to any non-U.S. Company Associate of the Acquired Corporations that his or her defined contribution benefits under any Funded Foreign Employee Plan will at any point in the future equate to or not be less than any particular amount. Furthermore, no Foreign Employee Plan has liabilities, that as of the Closing Date, will not be offset in full by insurance or otherwise be fully accounted for on a basis which complies with International Accounting Standard 19 (IAS 19) (whether or not IAS 19 applies to the Company or, if relevant, any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closing). (be) Neither the Acquired Corporations and their ERISA Affiliates have ever maintained, established, sponsored, participated in, or contributed to, or incurred an obligation to contribute to any Employee Plan that is (i) an “employee pension benefit plan,” within the meaning of Section 3(2) of ERISA (a “Pension Plan”) subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code, (ii) a “funded welfare plan” within the meaning of Section 419 of the Code, (iii) a “multiple employer welfare arrangement” (as defined under Section 3(40)(A) of ERISA (without regard to Section 514(b)(6)(B) of ERISA)), or (iv) an Employee Plan in which stock of the Acquired Corporations and their ERISA Affiliates is or was held as a plan asset. (f) Neither the Acquired Corporations nor any of their ERISA Affiliates have ever maintained, established, sponsored, participated in or contributed to or incurred an obligation to contribute to any self-insured “group health plan” (within the meaning of Section 5000(b)(1) of the Code) that provides benefits to Company Associates (other than a medical flexible spending account, health reimbursement arrangement or other similar program, including any such plan pursuant to which a stop-loss policy or contract applies). (g) At no time has the Acquired Corporations and their ERISA Affiliates contributed to or been obligated to contribute to any multiemployer plan (as defined in Section 3(37) of ERISA). The Acquired Corporations and their ERISA Affiliates have not at any time maintained, established, sponsored, participated in or contributed to any multiple employer plan or to any plan described in Section 413 of the Code. (h) Except as set forth in Section 3.12(h) of the Company Disclosure Schedule, no Employee Plan provides, or reflects or represents any liability to provide, post-termination or retiree life insurance, health or other employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable statute, and the Acquired Corporations and their ERISA Affiliates have not represented, promised or contracted (whether in oral or written form) to any Company Associate (either individually or to Company Associates as a group) or any other Person that such Company Associates or other Person would be provided with life insurance, health or other employee welfare benefits, except to the extent required by statute. (i) The Acquired Corporations and their ERISA Affiliates have complied with COBRA, the Family Medical Leave Act of 1993, as amended (“FMLA”), HIPAA, the Women’s Health and Cancer Rights Act of 1998, the Newborns’ and Mothers’ Health Protection Act of 1996, and any similar provisions of state law applicable to their Company Associates. To the extent required under HIPAA and the regulations issued thereunder, the Acquired Corporations and their ERISA Affiliates have performed all obligations under the medical privacy rules of HIPAA, the electronic data interchange requirements of HIPAA, and the security requirements of HIPAA. The Acquired Corporations and their ERISA Affiliates do not have unsatisfied obligations to any Company Associates pursuant to COBRA, HIPAA or any state law governing health care coverage or extension. (j) There are no loans or extensions of credit from any Employee Plan, the Acquired Corporations or any ERISA Affiliate to any Company Associate of the Acquired Corporations or any ERISA Affiliate. (k) Except as set forth in Section 3.12(k) of the Company Disclosure Schedule and as contemplated by this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement Transactions or any termination of employment or service in connection therewith will not (i) accelerate the time of the result in any payment or vesting of(including severance, golden parachute, bonus, tax gross up, or increase the amount ofotherwise), compensation becoming due from SES or any of its Affiliates, to any Transferred EmployeeCompany Associate, (ii) result in any liability from SES forgiveness of indebtedness of any Company Associate, (iii) materially increase any benefits otherwise payable by the Acquired Corporations and their ERISA Affiliates to any Company Associate or (iv) result in the acceleration of the time of payment or vesting of any such benefits to any Company Associate except as required under Section 411(d)(3) of the Code. There is no contract, agreement, plan or arrangement to which the Acquired Corporations or any of its their ERISA Affiliates to any Transferred Employeeis a party, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As of including the date provisions of this Agreement, except as contemplated by this Agreementcovering any Company Associate, none of SES which individually or collectively could require the Acquired Corporations or any of its their ERISA Affiliates have announced to pay a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute Tax gross up payment to, or have any Liability under, for otherwise indemnify or with respect toreimburse, any Company Benefit Plans or any Employment Agreements, except as provided Associate for Tax-related payments under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue Section 280G of the transactions contemplated by this Agreement Code or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closing.Section 409A.

Benefit Plans. (a) Schedule 4.20(a)(iAs of the date of this Agreement, the Xxxxxx Disclosure Letter sets forth a true and complete list of each material benefit or compensation plan, program, fund, contract, arrangement or agreement, including any material bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, golden parachute, retention, salary continuation, change of control, retirement, pension, profit sharing, healthcare, disability, life insurance or fringe benefit plan, program, fund, contract, arrangement or agreement of any kind (whether written or oral, tax-qualified or non-tax qualified, funded or unfunded, foreign or domestic, active, frozen or terminated) containsand any related trust, insurance contract, escrow account or similar funding arrangement, that is maintained or contributed to by Xxxxxx or any Subsidiary (or required to be maintained or contributed to by Xxxxxx or any Subsidiary) for the benefit of current or former directors, officers or employees of, or consultants to, Xxxxxx and its Subsidiaries or with respect to which Xxxxxx or any of its Subsidiaries may, directly or indirectly, have any liability, as of the date of this AgreementAgreement (the “Xxxxxx Benefit Plans”). (b) Xxxxxx has heretofore made available to Parent true and complete copies of (i) each written Xxxxxx 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, by SES or any of its Affiliates (ii) the actuarial report for the benefit of any Transferred Employee, or with respect to which any each Xxxxxx Benefit Plan (if applicable) for each of the Transferred Businesses could last three years, (iii) the most recent determination letter from the Internal Revenue Service (“IRS”) (if applicable) for each Xxxxxx Benefit Plan, (iv) the current summary plan description of each Xxxxxx Benefit Plan that is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (v) a copy of the description of each Xxxxxx Benefit Plan not subject to ERISA that is currently provided to participants in such plan, (vi) a summary of the material terms of each unwritten Xxxxxx Benefit Plan, and (vii) the annual report for each Xxxxxx Benefit Plan (if applicable) for each of the last three years. (c) Except as would not, individually or in the aggregate, reasonably be expected to incur any liabilityhave a Material Adverse Effect on Xxxxxx, but excluding with respect to each Xxxxxx Benefit Plan subject to United States law (each, an “Xxxxxx Domestic Benefit Plan”), (i) collective bargaining agreementseach of the Xxxxxx Domestic Benefit Plans has been operated and administered in compliance with its terms and Applicable Law, including ERISA and the Code, (ii) all agreements with individuals each of the Xxxxxx Domestic Benefit Plans intended to which be “qualified” within the meaning of Section 401(a) of the Code is so qualified, and there are no existing circumstances or any events that have occurred that would reasonably be expected to adversely affect the qualified status of Satlynx any such Xxxxxx Domestic Benefit Plan, and each such plan has a favorable determination letter from the IRS to the effect that it is so qualified or its Subsidiariesthe applicable remedial amendment period has not expired and, if the letter for such plan is not current, such plan is the subject of a timely request for a current favorable determination letter or SES or its Affiliates the applicable remedial amendment period has not expired, (iii) with respect to each Xxxxxx Domestic Benefit Plan that is subject to Title IV of ERISA, the AMC-23 Businesspresent value (as defined under Section 3(27) of ERISA) of accumulated benefit obligations under such Xxxxxx Domestic Benefit Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Xxxxxx Domestic Benefit Plan’s actuary with respect to such Xxxxxx Domestic Benefit Plan, did not, as of its latest valuation date, exceed the then current value (as defined under Section 3(26) of ERISA) of the assets of such Xxxxxx Domestic Benefit Plan allocable to such accrued benefits, (iv) no Xxxxxx Domestic Benefit Plan that is a party an employee welfare benefit plan (including individual retention agreementsany plan described in Section 3(1) of ERISA) (a “Welfare Plan”) provides benefits coverage, including any arisingdeath or medical benefits coverage (whether or not insured), with respect to current or arising nominally, under a retention former employees or directors of Xxxxxx or its Subsidiaries beyond their retirement or other plan) and (iii) all planstermination of service, 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 other than (A) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form)coverage mandated by Applicable Law, (B) any individual employment benefits the full cost of which is borne by such current or consulting agreements former employee or collective bargaining agreements set forth in Schedule 4.17(a)(i) and director (iior his or her beneficiary), (C) coverage through the most recent annual report last day of the calendar month in which retirement or other termination of service occurs, or (D) medical expense reimbursement accounts, (v) no liability under Title IV of ERISA has been incurred by Xxxxxx, its Subsidiaries or any trade or business, whether or not incorporated, all of which together with Xxxxxx would be deemed a “single employer” within the meaning of Section 414(b), 414(c) or 414(m) of the Code or Section 4001(b) of ERISA (an “Xxxxxx ERISA Affiliate”), that has not been satisfied in full, and no condition exists that presents a material risk to Xxxxxx, its Subsidiaries or any Xxxxxx ERISA Affiliate of incurring a liability thereunder, (vi) no Xxxxxx Domestic Benefit Plan is a “multiemployer plan” (as such term is defined in Section 3(37) of ERISA), (vii) none of Xxxxxx or its Subsidiaries or, to the Knowledge of Xxxxxx, any other Person, including any fiduciary, has engaged in a transaction in connection with which Xxxxxx, its Subsidiaries or any Xxxxxx Domestic Benefit Plan would reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code, (viii) to the Knowledge of Xxxxxx, there are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on Form 5500 filed with behalf of or against any of the Internal Revenue Service Xxxxxx Domestic Benefit Plans or any trusts, insurance contracts, escrow accounts or similar funding arrangements related thereto, (ix) all contributions or other amounts required to be paid by Xxxxxx or its Subsidiaries as of the Effective Time with respect to each Company Xxxxxx Domestic Benefit Plan in respect of current or former plan years have been paid in accordance with Section 412 of the Code or accrued in accordance with GAAP (if any such report was requiredas applicable), and (Dx) since January 1, 2005, no Xxxxxx Domestic Benefit Plan has been amended or modified in a manner that increases in any material amount the most recent summary plan description benefits payable pursuant to such Xxxxxx Domestic Benefit Plan. (d) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Xxxxxx, with respect to each Company Xxxxxx Benefit Plan not subject to United States law (if any such summary plan description is required) and (E) each trust agreementeach, group annuity contract or other funding and financing arrangement relating to any Company an “Xxxxxx Foreign Benefit Plan. SES has also delivered ”), (i) the fair market value of the assets of each funded Xxxxxx Foreign Benefit Plan, the liability of each insurer for any Xxxxxx Foreign Benefit Plan funded through insurance or the reserve shown on the consolidated financial statements of Xxxxxx included in the Xxxxxx SEC Documents for any unfunded Xxxxxx Foreign Benefit Plan, together with any accrued contributions, is sufficient to provide for the GE Entities trueprojected benefit obligations, correct and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses Effective Time, with respect to all current and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans former participants in such plan based on reasonable, country-specific actuarial assumptions and valuations and no transaction contemplated by this Agreement shall cause such assets or insurance obligations or book reserve to be transferred by SES less than such projected benefit obligations, (ii) each Xxxxxx Foreign Benefit Plan has been operated and administered in compliance with its terms and Applicable Law and (iii) each Xxxxxx Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with the appropriate regulatory authorities, (iv) to the Knowledge of Xxxxxx, there are no pending, threatened or any of its Affiliates anticipated claims (other than Satlynx routine claims for benefits) by, on behalf of or against any of the Xxxxxx Foreign Benefit Plans or any of its Subsidiariestrusts, insurance contracts, escrow accounts or similar funding arrangements related thereto, and (v) since January 1, 2005, no Xxxxxx Foreign Benefit Plan has been amended or modified in a manner that increases in any material amount the benefits payable pursuant to Splitco or any of its Subsidiaries at Closingsuch Xxxxxx Foreign Benefit Plan. (be) The Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will not (either alone or in conjunction with any other event) (i) accelerate provide for the payment of any amounts or benefits, or increase in any amounts or benefits otherwise payable or due, to any such Person under any Xxxxxx Benefit Plan or otherwise, or (ii) result in any acceleration of the time of the payment or vesting of, or increase the amount ofany requirement to fund or secure, compensation due from SES any such amounts or benefits (including any of its Affiliates, to any Transferred Employee, (iiXxxxxx Xxxxx Option) or result in any liability from SES breach of or default under or restriction on the ability to terminate any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Xxxxxx Benefit Plan, in each case . No payment or benefit that will or may be made by Xxxxxx with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities employee under any Company Xxxxxx Benefit Plan or otherwise in connection with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (iwill be characterized as an “excess parachute payment” within the meaning of Section 280G(b)(1) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the ClosingCode.

Benefit Plans. (a) Schedule 4.20(a)(iSection 3.13(a) containsof the Company Disclosure Letter lists all material Company Benefit Plans. For purposes of this Agreement a “Company Benefit Plan” is, whether or not written, (i) any “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as of the date of this Agreementamended (“ERISA”), a list of all material employee pension or welfare benefit plans(ii) any compensation, bonusstock purchase, stock option, stock purchase, deferred equity or equity-based compensation, severance, disabilityemployment, consulting, change-of-control, bonus, incentive, deferred compensation and other employee benefit plan, agreement, program or policy, whether or not subject to ERISA, (iii) any plan, agreement, program or policy providing vacation paybenefits, insurance (including any self-insured arrangements), medical, dental, vision or prescription benefits, disability or sick payleave benefits, life insurance, employee assistance program, workers’ compensation, supplemental unemployment benefits and post-employment or other plans retirement benefits (including compensation, pension or arrangements and employee fringe insurance benefits) or (iv) any loan to or for the benefit plans maintained, or contributed to, by SES of an officer of the Company or any of its Affiliates for Subsidiaries, in each case (A) under which any current or former director, officer, employee or independent contractor of the benefit Company or any of its Subsidiaries has any Transferred Employeeright to benefits or (B) which are maintained, sponsored or contributed to by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries makes or is required to make contributions or with respect to which the Company or any of its Subsidiaries has any material Liability. (b) With respect to each Company Benefit Plan, if applicable, the Transferred Businesses could reasonably be expected Company has made available to incur any liability, but excluding Parent true and complete copies of (i) collective bargaining agreementsthe plan document and any amendments thereto (and for any unwritten plan, a summary of the material terms), (ii) all agreements with individuals to which any of Satlynx or its Subsidiariesthe most recent summary plan description, 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 (including all schedules) and tax return on Form 990, (iv) the most recent annual audited financial statements and opinion, (v) if the Company Benefit Plan is intended to qualify under Section 401(a) of the Code, the most recent determination letter received from the Internal Revenue Service (the “IRS”) and (vi) any related trust or funding agreements or insurance policies. (c) Neither the Company, nor any of its Subsidiaries nor any of their respective ERISA Affiliates maintains, sponsors, administers or contributes to (or is required to sponsor, maintain, administer or contribute to), or has within the preceding six years maintained, sponsored or contributed to, or has any Liability under or with respect to, (i) any employee benefit plan subject to Section 412 or Section 430 of the Code or Title IV of ERISA, (ii) any multiemployer plan (as defined in Section 3(37) of ERISA, or (iii) any multiple employer plan (within the meaning of Section 210 of ERISA or Section 413(c) of the Code) or that is or has been subject to Section 4063 or 4064 of ERISA. Neither the Company nor any of its Subsidiaries has any Liability as a result of any time being considered a single employer with any other Person under Section 414 of the Code. (d) Each Company Benefit Plan is in compliance in all material respects with all applicable requirements of ERISA, the Code and other applicable Laws and has been administered in all material respects in accordance with its terms and such Laws. With respect to each Company Benefit Plan that is intended to qualify under Section 401(a) of the Code (if any such report was required), (Di) a favorable determination or opinion letter has been issued by the most recent summary plan description IRS with respect to each such qualification, (ii) its related trust has been determined to be exempt from taxation under Section 501(a) of the Code and (iii) no event has occurred since the date of such qualification or exemption that would reasonably be expected to adversely affect such qualification or exemption. (e) Neither the Company nor any of its Subsidiaries has any current or projected Liability with respect to, and no Company Benefit Plan (if any such summary plan description is required) and (E) each trust agreementprovides, group annuity contract health, medical, life insurance or death benefits to current or former employees 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 individual service providers 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 Closingbeyond their retirement or other termination of service, other than coverage mandated by COBRA or Section 4980B of the Code, or any similar state group health plan continuation Law, the cost of which is fully paid by such current or former employees or other individual service providers or their dependents. (bf) The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not (either alone or in combination with another event) (i) accelerate result in any payment from the time Company or any of the payment or vesting ofits Subsidiaries becoming due, or increase the amount ofof any compensation due, compensation due from SES to any current or former employee, director or independent contractor of the Company or any of its Affiliates, to any Transferred EmployeeSubsidiaries, (ii) increase any benefits otherwise payable under any Company Benefit Plan, (iii) result in the acceleration of the time of payment, vesting of any liability from SES compensation or benefits or forgiveness of indebtedness with respect to any current or former employee, director or independent contractor of the Company or any of its Affiliates Subsidiaries, (iv) result in any funding, through a grantor trust or otherwise, of any compensation or benefits to any Transferred Employeecurrent or former employee, director or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES independent contractor of the Company or any of its Affiliates. (c) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities Subsidiaries under any Company Benefit Plan with respect or (v) cause any amount to any misclassification fail to be deductible by reason of a person Section 280G of the Code or be characterized as an independent contractor rather than “excess parachute payment” (as an employee, except for any misclassification that does not or would not be expected to have, individually or such term is defined in Section 280G(b)(1) of the aggregate, a material adverse effect on the Transferred Businesses, taken as a wholeCode). (eg) As Each Company Benefit Plan is in compliance in all material respects with Section 409A of the ClosingCode. No person is entitled to any gross-up, Splitco will not sponsormake-whole or other additional payment from the Company or any of its Subsidiaries in respect of any Tax (including taxes imposed under Section 4999 or 409A of the Code)). (h) There are no pending, maintainor, contribute toto the Knowledge of the Company, threatened, material claims, investigations, audits or have any Liability under, for litigation against or with respect to, involving any Company Benefit Plans or any Employment AgreementsPlan, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From other than ordinary claims for benefits by participants and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closingbeneficiaries.

Benefit Plans. (a) Schedule 4.20(a)(iEach employee pension benefit plan (“Pension Plan”), as defined in Section 3(2) containsof the Employee Retirement Income Security Act of 1974 (“ERISA”), each employee welfare benefit plan (“Welfare Plan”), as defined in Section 3(1) of ERISA, and each deferred compensation, bonus, incentive, stock incentive, option, stock purchase, severance, or other employee benefit plan, agreement, commitment, or arrangement, funded or unfunded, written or oral (“Benefit Plan”), which is currently maintained by the Company or any of its ERISA Affiliates (defined in Section 3.15(o) below) or to which the Company or any of its ERISA Affiliates currently contributes, or is under any current obligation to contribute, or under which the Company or any of its ERISA Affiliates has any liability, contingent or otherwise (including any withdrawal liability within the meaning of Section 4201 of ERISA) (collectively, the “Company Employee Plans” and each, individually, a “Company Employee Plan”), and each management, employment, severance, consulting, non-compete or similar agreement or contract between the Company or any of its Subsidiaries and any Company Employee pursuant to which the Company or any of its Subsidiaries has or may have any liability, contingent or otherwise (“Company Employee Agreement”), is listed in the Company Disclosure Schedule. True and complete copies have been delivered or made available to Buyer of (i) all material documents embodying or relating to each Company Employee Plan and each Company Employee Agreement, including all amendments thereto, written interpretations thereof and trust or funding agreements or insurance policies with respect thereto; (ii) the two most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) a statement of alternative form of compliance pursuant to U.S. Department of Labor (“DOL”) Regulation §2520.104-23, if any, filed for each Company 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 Internal Revenue Service (“IRS”), if any, for each Company Employee Plan and related trust which is intended to satisfy the requirements of Section 401(a) of the Code; (v) if a Company Employee Plan is funded, the most recent annual and periodic accounting of the Company Employee Plan assets; (vi) the most recent summary plan description together with all subsequent summaries of material modifications, if any, required under ERISA with respect to each Company Employee Plan; (vii) the three most recent annual reports (Series 5500 and all schedules thereto), if any, filed as required under ERISA in connection with each Company Employee Plan or related trust; and (viii) a listing of each investment option offered to participants under each Pension Plan that allows for self-directed investments by participants. None of the Company, or any of its Subsidiaries or ERISA Affiliates has any plan or commitment, whether legally binding or not, to establish any new Company Employee Plan, to enter into any Company Employee Agreement or to modify or to terminate any Company Employee Plan or Company Employee Agreement (except to the extent required by law or to conform any such Company Employee Plan or Company Employee Agreement to the requirements of any applicable law, in each case as previously disclosed to Buyer, or as required by this Agreement), nor has any intention to do any of the foregoing been communicated to Company Employees. (b) The Company and each of its ERISA Affiliates has made on a timely basis all contributions or payments required to be made by it under the terms of the Company Employee Plans, ERISA, the Code, or other applicable laws. (c) Each Company Employee Plan intended to qualify under Section 401 of the Code is, and since its inception has been, so qualified and a determination letter has been issued by the IRS to the effect that each such Company Employee Plan is so qualified and that each trust forming a part of any such Company Employee Plan is exempt from tax pursuant to Section 501(a) of the Code and, to the knowledge of the Company, no circumstances exist which would be reasonably likely to affect adversely this qualification or exemption, including any failure to timely adopt any amendment required by the IRS as a condition of qualification under Section 401(a) of the Code. (d) Each Company Employee Plan (and any related trust or other funding instrument) has been established, maintained, and administered in all material respects in accordance with its terms and in both form and operation is in compliance in all material respects with the applicable provisions of ERISA, the Code, and other applicable laws, statutes, orders, rules and regulations (other than adoption of any plan amendments for which the deadline has not yet expired), and all reports required to be filed with any governmental agency with respect to each Company Employee Plan have been timely filed, other than filings that are inconsequential. (e) There is no litigation, arbitration, audit or investigation or administrative proceeding pending or, to the knowledge of the Company, threatened, against the Company or any of its ERISA Affiliates or, to the knowledge of the Company, any plan fiduciary by the IRS, the DOL, the Pension Benefit Guaranty Corporation (“PBGC”), or any participant or beneficiary with respect to any Company Employee Plan as of the date of this Agreement. No event or transaction has occurred with respect to any Company Employee Plan that would result in the imposition of any material tax under Chapter 43, a list 46 or 47 of all material employee pension Subtitle D of the Code. Neither the Company nor any of its ERISA Affiliates nor, to the knowledge of the Company, any plan fiduciary of any Pension Plan or welfare benefit plans, bonus, stock option, stock purchase, deferred compensation, severance, disability, vacation pay, sick payWelfare Plan maintained by the Company or its Subsidiaries has engaged in any transaction in violation of Section 406(a) or (b) of ERISA for which no exemption exists under Section 408 of ERISA (including any prohibited transaction class exemption issued by the DOL) or any “prohibited transaction” (as defined in Section 4975(c)(1) of the Code) for which no exemption exists under Section 4975(c)(2) or 4975(d) of the Code, or is subject to any material excise tax imposed by the Code or ERISA with respect to any Company Employee Plan. (f) Each Company Employee Plan (other plans than Company Employee Agreements) can be amended, terminated or arrangements and employee fringe benefit plans maintainedotherwise discontinued without liability to the Company, or contributed to, by SES any of its Subsidiaries or any of its Affiliates ERISA Affiliates, other than for benefits accrued to date and administrative costs. (g) No liability under any Company Employee Plan has been funded, nor has any such obligation been satisfied with the benefit purchase of any Transferred Employee, or with respect a contract from an insurance company as 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 Closinghas received notice that such insurance company is insolvent or is in rehabilitation or any similar proceeding. (bh) No liability for non-qualified deferred compensation under any Company Employee Plan or Company Employee Agreement is funded through any of (i) the purchase of corporate owned life insurance (COLI), (ii) a “secular” trust, (iii) a “rabbi” trust that is irrevocable or otherwise provides restrictions on the return of assets to the Company, or (iv) any off-shore funding arrangement. Neither the Company nor any of its Subsidiaries contributes to any split-dollar life insurance on the life of any Company Employee. (i) Neither the Company nor any of its ERISA Affiliates currently maintains, nor at any time in the previous six calendar years maintained or had an obligation to contribute to, any defined benefit pension plan subject to Title IV of ERISA, or any “multiemployer plan” as defined in Section 3(37) of ERISA. (j) None of the Company, or any of its Subsidiaries or ERISA Affiliates (i) maintains or contributes to any Company Employee Plan which provides, or has any liability to provide, life insurance, medical, severance or other employee welfare benefits to any Company Employee (or beneficiary of such employee) upon his retirement or termination of employment, except as may be required by Section 4980B of the Code; or (ii) has ever represented, promised or contracted (whether in oral or written form) to any Company Employee (either individually or to Company Employees as a group) that such Company Employee(s) (or beneficiary of such employee) would be provided with life insurance, medical, severance or other employee welfare benefits upon their retirement or termination of employment, except to the extent required by Section 4980B of the Code. (k) The consummation execution of, and performance of the transactions contemplated by in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) accelerate the time constitute an event under any Company Employee Plan, Company Employee Agreement, trust or loan that will or may result in aggregate payments in excess of the payment $25,000 (whether of severance pay or vesting ofotherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Company Employee, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in the triggering or imposition of any liability restrictions or limitations on the right of the Company or Buyer to amend or terminate any Company Employee Plan and receive the full amount of any excess assets remaining or resulting from SES such amendment or any of its Affiliates termination, subject to any Transferred Employeeapplicable taxes, or (iii) entitle result in any Transferred Employee “rabbi” trust becoming irrevocable or subject to severance pay, unemployment compensation any restrictions on the return of assets to the Company or other similar payment from SES or any of its Affiliatesthe Buyer. (cl) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or There is party to a legally binding no commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under covering any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to haveEmployee that, individually or in the aggregate, would be reasonably likely to give rise to the payment of any amount that would result in a material adverse effect on loss of tax deductions pursuant to Section 162(m) of the Transferred Businesses, taken as a wholeCode. (em) As The Company and each of the Closingits Subsidiaries (i) is in compliance in all material respects with all applicable federal, Splitco will not sponsorstate and local laws, maintainrules and regulations (domestic and foreign) respecting employment, contribute toemployment practices, or have any Liability underlabor, for or with respect toterms and conditions of employment and wages and hours, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwisein each case, with respect to Company Employees; (ii) is not liable for any arrears of wages or in connection any penalty for failure to comply with any of the foregoing; and (iii) is not liable for any material past due payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits for Company Employees. (n) No work stoppage or labor strike against the Company or any of its Subsidiaries by Company Employees is pending or threatened. Neither the Company nor any of its Subsidiaries (i) is involved in or threatened with any labor dispute, grievance, or litigation relating to labor matters involving any Company Benefit Plans Employees, including violation of any federal, state or any Employment Agreementslocal labor, except as provided under the Ancillary Agreementssafety or employment laws (domestic or foreign), charges of unfair labor practices or discrimination complaints, other than such disputes, grievances or litigation that are inconsequential; and (ii) is engaged in any unfair labor practices within the Transferred Employees meaning of the National Labor Relations Act or the Railway Labor Act; or (iii) is presently, nor has been in the past six years, a party to, or bound by, any other individuals who do collective bargaining agreement or did at any time provide employment or employment-type services for or union contract with respect to Splitco Company Employees and no such agreement or contract is currently being negotiated by the Company or any of the SES Entitiesits affiliates. No Company Employees are currently represented by any labor union for purposes of collective bargaining and, which arose or were incurred at any time prior to the Closingknowledge of the Company, no activities the purpose of which is to achieve such representation of all or some of such Company Employees are threatened or ongoing. (o) For purposes of this Agreement, “ERISA Affiliate” means, with respect to the Company and its Subsidiaries or Buyer and its Subsidiaries, as applicable, each trade, business or entity which is a member of a “controlled group of corporations,” under “common control” or an “affiliated service group” with the Company and its Subsidiaries or Buyer and its Subsidiaries, as applicable, within the meaning of Sections 414(b), (c) or (m) of the Code, or required to be aggregated with the Company and its Subsidiaries or Buyer and its Subsidiaries, as applicable, under Section 414(o) of the Code, or is under “common control” with the Company and its Subsidiaries or Buyer and its Subsidiaries, as applicable, within the meaning of Section 4001(a)(14) of ERISA.

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 benefit plan” (as defined in Section 3(2) of ERISA) is sometimes referred to herein as a “Company Pension Plan” and each Company Benefit Plan that is an “employee 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(1) 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, herein as a “Company Welfare Plan.” (ii) all agreements with individuals to which any The Company has provided (or, in the case 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 “Non-U.S. Company Benefit Plans”). SES has made available , shall provide no later than 20 days following the date hereof) to the GE Entities trueParent current, complete and correct accurate copies of (A) each Company Benefit Plan (or a summary of the or, with respect to any unwritten Company Benefit Plan if it is not in written form)Plans, accurate descriptions thereof) and Company Benefit Agreements, (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) for the two most recent years (1) annual report reports on Form 5500 required to be filed with the Internal Revenue Service (the “IRS”) or any other Governmental Entity with respect to each Company Benefit Plan (if any such report was required)) and all schedules and attachments thereto, (D2) audited financial statements and (3) actuarial valuation reports, (C) the most recent summary plan description with respect to and any summary of material modifications thereto for each Company Benefit Plan (if any for which such summary plan description is required) and , (ED) each trust agreement, Contract and insurance or group annuity contract or other funding and financing arrangement Contract relating to any Company Benefit Plan. SES has also delivered Plan and (E) the most recent favorable IRS determination letter, 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 Closingextent applicable. (b) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As of the date of this Agreement, except Except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to havenot, individually or in the aggregate, reasonably be expected to have a material adverse Material Adverse Effect, (A) each Company Benefit Plan has been administered in all respects in accordance with its terms, and the Company, its Subsidiaries and all the Company Benefit Plans are in compliance in all respects with the applicable provisions of ERISA, the Code and all other applicable Laws and the terms of all collective bargaining Contracts, and (B) all Company Pension Plans intended to be qualified within the meaning of Section 401(a) of the Code have received favorable determination letters from the IRS, to the effect on that such Company Pension Plans are so qualified and exempt from Federal income Taxes under Sections 401(a) and 501(a), respectively, of the Transferred BusinessesCode, taken no such determination letter has been revoked (nor, to the Knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent determination letter relating to any such Company Pension Plan that would reasonably be expected to adversely affect the qualification of such Company Pension Plan or increase the costs relating thereto or require security under Section 307 of ERISA. The Company has provided to Parent a complete and accurate list of all amendments to any Company Pension Plan as to which a wholefavorable determination letter has not yet been received. (eiv) As Neither the Company nor any Commonly Controlled Entity has, during the six-year period ending on the date hereof, maintained, contributed to or been required to contribute to any Company Pension Plan that is subject to Title IV of ERISA or Section 412 of the Closing, Splitco will not sponsor, maintain, contribute toCode, or have any Liability under, for “multiemployer plan” as defined in Section 3(37) or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii4001(a)(3). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closing.

Benefit Plans. (a) Section 3.12(a) of the Company Disclosure Schedule 4.20(a)(ilists each material employee benefit plan, program, policy, practices, or other arrangement providing benefits to any Company Personnel or any beneficiary or dependent thereof that is sponsored or maintained by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries contributes or is obligated to contribute or under which they have any obligations, whether or not written, including without limitation any employee welfare benefit plan within the meaning of Section 3(1) containsof the Employee Retirement Income Security Act of 1974, as of the date of this Agreementamended (“ERISA”), a list of all material any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or welfare benefit plansnot such plan is subject to ERISA) and any bonus, bonusincentive, deferred compensation, vacation, stock purchase, stock option, stock purchase, deferred compensation, severance, disabilityemployment, vacation paychange of control, sick pay, perquisite or other plans or arrangements and employee fringe benefit plans maintainedplan, program 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 policy (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) and each Contract, complete and correct copies of (A) each Company Benefit Plan (offer letter or a summary agreement of the Company or any of its Subsidiaries with or addressed to any Company Personnel, including any employment, deferred compensation, consulting, severance, change of control, termination, retention, deal bonus or indemnification Contract with any Company Personnel, pursuant to which the Company or any of its Subsidiaries has any actual or contingent liability or obligation to provide compensation and/or benefits in consideration for past, present or future services (“Company Benefit Plan if it Agreement”) that is not in written form), material. (Bb) 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 With respect to each Company Benefit Plan other than a Multiemployer Plan (if any such report was requireda “Plan”), the Company has made available to Parent a true, correct and complete copy of: (Di) each writing constituting a part of such Plan, including without limitation all plan documents, communications with Company Personnel, benefit schedules, trust agreements, and insurance contracts and other funding vehicles; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (iii) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; and (vi) the most recent determination letter from the Internal Revenue Service, if any. The Company has delivered or made available to Parent a true, correct and complete copy of each material Company Benefit Agreement. Except as specifically provided in the foregoing documents made available to Parent, (i) except as required to comply with applicable Law, there are no amendments to any Plan or Company Benefit Agreement that have been adopted or approved; nor (ii) has the Company or any of its Subsidiaries undertaken to make any such amendments or to adopt or approve any new Plan or Company Benefit Agreement. (c) Section 3.12(c) of the Company Disclosure Schedule identifies each Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code (“Qualified Plans”). The Internal Revenue Service has issued a favorable determination letter with respect to each Qualified Plan and the related trust that has not been revoked, and, to the Knowledge of the Company, there are no existing circumstances and no events have occurred that could adversely affect the qualified status of any Qualified Plan or the related trust. No trust funding any Plan is intended to meet the requirements of Code Section 501(c)(9). (d) All contributions required to be made to any Plan by applicable Law or regulation or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Plan, for any period through the date hereof have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been properly reflected on the Company’s financial statements to the extent required by Law or GAAP. Each Company Benefit Plan that is an employee welfare benefit plan under Section 3(1) of ERISA either (i) is funded through an insurance company contract and is not a “welfare benefit fund” with the meaning of Section 419 of the Code or (ii) is unfunded. With respect to the Company’s Deferred Compensation Plan or any similar Plan, the related Deferred Compensations Plan Trust (or other Plan’s trust) holds assets that equal or exceed the total benefit obligations and other liabilities accrued under the Deferred Compensation Plan (without regard to whether a participant is vested). (e) 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 Agreement, subject to the GE Entities trueterms of subsection (m) hereof, correct the Company and complete information regarding its Subsidiaries have complied, and are now in compliance, in all material respects, with all provisions of ERISA, the current base salaryCode and all Laws and regulations applicable to such Company Benefit Plan or Company Benefit Agreement. Each Company Benefit Plan and Company Benefit Agreement has been administered in all material respects in accordance with its terms. There is not now, 2005 bonusesnor do any circumstances exist that could give rise to, projections as any requirement for the posting of security with respect to a Company Benefit Plan and Company Benefit Agreement or the date hereof imposition of 2006 bonuses and employee benefits of any lien on the Transferred Employees. Schedule 4.20(a)(iii) contains a list assets 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 Closingunder applicable Law, including ERISA or the Code. (bf) The consummation of the transactions contemplated by this Agreement will not No Company Benefit Plan is (i) accelerate the time subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, Code; (ii) result in any liability from SES a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (“Multiemployer Plan”) or any a plan that has two or more contributing sponsors at least two of its Affiliates to any Transferred Employeewhom are not under common control, or within the meaning of Section 4063 of ERISA (a “Multiple Employer Plan”); (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As none of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of Company and its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities Subsidiaries nor any of their respective ERISA Affiliates will directly has, at any time during the last six years, contributed to or indirectly have been obligated to contribute to any Multiemployer Plan or incur any Liabilities, whether by virtue Multiple Employer Plan; (iv) none of the transactions contemplated by this Agreement Company and its Subsidiaries nor any ERISA Affiliates have incurred any liability to a Multiemployer Plan as a result of a complete or otherwisepartial withdrawal from such Multiemployer Plan, with respect to or as those terms are defined in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary AgreementsPart I of Subtitle E of Title IV of ERISA that has not been satisfied in full; and (iiv) none of the Transferred Employees Company and its Subsidiaries nor any ERISA Affiliates maintain any Plan or Company Benefit Agreement subject to the provisions of foreign Laws or Regulations. An “ERISA Affiliate” means, as to any other individuals who do person, any trade or did business, whether or not incorporated, which together with such person would be deemed, at any time provide employment through the Closing, a single employer within the meaning of Section 4001(b) of ERISA or employment-type services for Section 414(b), (c), (m) or with respect to Splitco or any (o) of the SES Entities, which arose or were incurred at any time prior to the ClosingCode.

Benefit Plans. (a) Schedule 4.20(a)(iSection 4.14(a) contains, as of the date Parent Disclosure Letter lists all material Parent Benefit Plans. For purposes of this AgreementAgreement a “Parent Benefit Plan” is, a list whether or not written, (i) any “employee benefit plan” within the meaning of all material employee pension or welfare benefit plansSection 3(3) of ERISA, bonus(ii) any compensation, stock purchase, stock option, stock purchase, deferred equity or equity-based compensation, severance, disabilityemployment, consulting, change-of-control, bonus, incentive, deferred compensation and other employee benefit plan, agreement, program or policy, whether or not subject to ERISA, (iii) any plan, agreement, program or policy providing vacation paybenefits, insurance (including any self-insured arrangements), medical, dental, vision or prescription benefits, disability or sick payleave benefits, life insurance, employee assistance program, workers’ compensation, supplemental unemployment benefits and post-employment or other plans retirement benefits (including compensation, pension or arrangements and employee fringe insurance benefits) or (iv) any loan to or for the benefit plans maintained, or contributed to, by SES of an officer of any Parent Entity or any of its Affiliates for the benefit Subsidiaries, in each case (A) under which any current or former director, officer, employee or independent contractor of Parent or any Transferred Employeeof its Subsidiaries has any right to benefits or (B) which are maintained, sponsored or contributed to by any Parent Entity or any of its Subsidiaries or to which any Parent Entity or any of its Subsidiaries makes or is required to make contributions or with respect to which any Parent Entity or any of the Transferred Businesses could reasonably be expected its Subsidiaries has any material Liability. (b) With respect to incur any liabilityeach Parent Benefit Plan, but excluding if applicable, Parent has made available to Parent true and complete copies of (i) collective bargaining agreementsthe plan document and any amendments thereto and for any unwritten plan, a summary of the material terms), (ii) all agreements with individuals to which any of Satlynx or its Subsidiariesthe most recent summary plan description, 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)including all schedules) and tax return on Form 990, (Div) the most recent summary annual audited financial statements and opinion, (v) if the Parent Benefit Plan is intended to qualify under Section 401(a) of the Code, the most recent determination letter received from the IRS and (vi) any related trust or funding agreements or insurance policies. (c) Neither Parent, nor any of its Subsidiaries nor any of their respective ERISA Affiliates maintains, sponsors, administers or contributes to (or is required to sponsor, maintain, administer or contribute to), or has within the preceding six years maintained, sponsored or contributed to, or has any Liability under or with respect to, (i) any employee benefit plan description subject to Section 412 or Section 430 of the Code or Title IV of ERISA, (ii) any multiemployer plan (as defined in Section 3(37) of ERISA, or (iii) any multiple employer plan (within the meaning of Section 210 of ERISA or Section 413(c) of the Code) or that is or has been subject to Section 4063 or 4064 of ERISA. Neither Parent nor any of its Subsidiaries has any Liability as a result of any time being considered a single employer with any other Person under Section 414 of the Code. (d) Each Parent Benefit Plan is in compliance in all material respects with all applicable requirements of ERISA, the Code and other applicable Laws and has been administered in all material respects in accordance with its terms and such Laws. With respect to each Parent Benefit Plan that is intended to qualify under Section 401(a) of the Code (i) a favorable determination or opinion letter has been issued by the IRS with respect to each Company Benefit Plan such qualification, (if any such summary plan description is requiredii) its related trust has been determined to be exempt from taxation under Section 501(a) of the Code and (Eiii) each trust agreement, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES no event has also delivered to the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections as of occurred since the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iiisuch qualification or exemption that would reasonably be expected to adversely affect such qualification or exemption. (e) contains a list of the Company Benefit Plans to be transferred by SES or Neither Parent nor any of its Affiliates (Subsidiaries has any current or projected Liability with respect to, and no Parent Benefit Plan provides, health, medical, life insurance or death benefits to current or former employees or other than Satlynx or individual service providers of any of its Subsidiaries) to Splitco Parent Entity or any of its Subsidiaries at Closingbeyond their retirement or other termination of service, other than coverage mandated by COBRA or Section 4980B of the Code, or any similar state group health plan continuation Law, the cost of which is fully paid by such current or former employees or other individual service providers or their dependents. (bf) The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not (either alone or in combination with another event) (i) accelerate the time result in any payment from any Parent Entity or any of the payment or vesting ofits Subsidiaries becoming due, or increase the amount ofof any compensation due, compensation due from SES to any current or former employee, director or independent contractor of any Parent Entity or any of its Affiliates, to any Transferred EmployeeSubsidiaries, (ii) increase any benefits otherwise payable under any Parent Benefit Plan, (iii) result in the acceleration of the time of payment, vesting of any liability from SES compensation or benefits or forgiveness of indebtedness with respect to any current or former employee, director or independent contractor of any Parent Entity or any of its Affiliates Subsidiaries, (iv) result in any funding, through a grantor trust or otherwise, of any compensation or benefits to any Transferred Employeecurrent or former employee, director or (iii) entitle independent contractor of any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES Parent Entity or any of its AffiliatesSubsidiaries under any Parent Benefit Plan or (v) cause any amount to fail to be deductible by reason of Section 280G of the Code or be characterized as an “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code). (cg) As Each Parent Benefit Plan is in compliance in all material respects with Section 409A of the date of this AgreementCode. No person is entitled to any gross-up, except as contemplated by this Agreement, none of SES make-whole or other additional payment from any Parent Entity or any of its Affiliates have announced a plan Subsidiaries in respect of any Tax (including taxes imposed under Section 4999 or is party 409A of the Code)). (h) There are no pending, or, to a legally binding commitment (i) that would create the Knowledge of Parent, threatened, material claims, investigations, audits or litigation against or involving any additional Company Benefit Plans or (ii) to amend or modify any existing Company Parent Benefit Plan, in each case with respect to any Transferred Employeeother than ordinary claims for benefits by participants and beneficiaries. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closing.

Benefit Plans. (a) Schedule 4.20(a)(i2.14(a) contains, as of the date of this Agreement, a list of hereto lists all material employee pension or welfare benefit plans, bonuscontracts, commitments, programs and policies (including, but not limited to, any stock option, stock purchase, stock appreciation right, bonus, commission, deferred compensation, excess benefits, profit sharing, pension, thrift, savings, stock bonus, employee stock ownership, salary continuation, severance, retirement, supplemental retirement, short or long-term disability, hospitalization, major medical, life and accident insurance, vacation payand sick leave policies, sick payunion contract, non-competition agreement, or other plans employee benefit plans, contracts, commitments, programs and policies) maintained by the Seller (or arrangements and employee fringe benefit plans maintainedformerly maintained by the Seller at any time) providing benefits to any employee, or contributed toformer employee or agent of the Seller, by SES whether or not any of its Affiliates for the benefit of any Transferred Employee, or foregoing is funded (i) with respect to which the Seller has an obligation or (ii) with respect to which the Seller has made any of the Transferred Businesses could reasonably be expected to incur payments or contributions or may otherwise have any liability, but excluding (collectively, the "Plans" and individually, a "Plan"). Except as set forth on such Schedule 2.14(a), the Seller has no commitment to participate in or create any additional Plan. (b) Except as set forth on Schedule 2.14(b), all obligations of any kind of the Seller, whether arising by operation of law, by contract, or by past custom or practice, for (i) collective bargaining agreementspayments by the Seller to any trust or other fund or to any governmental or administrative authority, with respect to pension benefits, unemployment compensation benefits, social security, or other benefits, or (ii) salaries, vacation, holiday and sick pay, bonuses, and other forms of compensation for employees or former employees of the Seller have been paid, fully funded or adequate accruals therefor or appropriate footnote references have been made in the Financial Statements. (c) Seller has provided Purchaser with (i) a copy of each Plan (or, in the case of any unwritten Plan, 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 of Form 5500 filed file with the Internal Revenue Service IRS with respect to each Company Benefit Plan (if any such report was required)Plan, (Diii) the most recent summary plan description with respect to (or similar Plan document) for each Company Benefit Plan (if any such for which a summary plan description is requiredrequired by applicable law or was otherwise provide to Plan participants or beneficiaries, (iv) and a copy of the most recent determination letter with respect to the qualified tax status of any Plan, (Ev) each trust agreement, group agreement or annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered to , and each of the GE Entities foregoing is true, correct complete and complete information correct. Except as set forth in Schedule 2.14(c), Seller has made all requisite filings with all governmental or administrative agencies 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. (b) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred EmployeePlans. (d) None of Except as set forth in Schedule 2.14(d), there are no severance payments which are or could become payable by the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect Seller to any misclassification of a person as an independent contractor rather than as an employeedirector, except for any misclassification that does not or would not be expected to haveofficer, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do past or did at present employee or agent of the Seller under the terms of any time provide employment oral or employment-type services for written agreement or with respect to Splitco commitment or any custom, trade, practice, or otherwise and there are no loans outstanding to any participant of the SES Entities, which arose or were incurred at any time prior to the ClosingPlan under any such Plans.

Benefit Plans. (a) Schedule 4.20(a)(iThe Disclosure Letter lists all pension and retirement benefit plans of XXXXX and RML or under which XXXXX or RML is paying, or is under any liability (actual or contingent) containsto pay or secure (other than by payment of employers' contributions under national insurance or social security legislation), as any pension or other benefit on retirement or death (the "Retirement Benefit Plans"). With the exception of the date of this AgreementRetirement Benefit Plans listed in the Disclosure Letter, 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 there are not outstanding (i) collective bargaining agreementsany agreements or arrangements for the provision of any pension, annuity, lump sum, gratuity or life benefit to be given on retirement or in anticipation of retirement or after retirement in connection with past service for any officers or employees of XXXXX or RML or any dependants of any such person, (ii) all agreements with individuals to which any informal or EX GRATIA pension arrangements or schemes involving any of Satlynx the officers or its Subsidiariesemployees of XXXXX or RML, 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 any unapproved top-up arrangements providing for cash compensation and bonuses or schemes (all the foregoing being hereinafter called “Company Benefit Plans”). SES has made available whether funded or unfunded) designed to the GE Entities true, complete and correct copies of (A) each Company Benefit Plan (or a summary provide benefits in excess of the Company Benefit Plan if it is not earnings cap as defined 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 Closings.590C ICTA 1988. (b) The consummation Disclosure Letter lists all profit sharing, stock purchase, stock option, bonus, incentive compensation, disability or ill-health and other employee benefit plans of XXXXX and RML (the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred "Employee to severance pay, unemployment compensation or other similar payment from SES or any of its AffiliatesBenefit Plans"). (c) As Details of each Employee Benefit Plan and each Retirement Benefit Plan (together, the date "Benefit Plans") described in the Disclosure Letter have been provided to HCC in the form of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans copies of all current Trust Deeds and Rules or other documents governing or constituting or relating to such employee benefit plans and (ii) copies of the current explanatory booklets and any announcements not incorporated into the current explanatory booklets or documentation governing the Benefit Plan relating to amend benefits or modify any existing Company Benefit Plan, in each case with respect contributions issued to any Transferred Employeeemployees of XXXXX or RML. (d) None Except as otherwise disclosed in the Disclosure Letter, no discretion or power has been exercised under any such Benefit Plan in respect of any of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect officers or employees of XXXXX or RML to any misclassification of a person as (i) augment benefits, (ii) admit to membership an independent contractor rather than as an employee, except for any misclassification that does not officer or employee who would not otherwise have been eligible for admission to membership, (iii) provide a benefit which would not otherwise be expected to haveprovided, individually or in the aggregate, (iv) pay a material adverse effect on the Transferred Businesses, taken as a wholecontribution which would not otherwise have been paid. (e) As There are no actions, suits or claims outstanding, and neither XXXXX or RML nor any Seller has received written notice of a claim pending or threatened against XXXXX or RML or (so far as any of the ClosingSellers is aware) the Trustee of any Benefit Plan in respect of any act, Splitco will not sponsorevent, maintain, contribute to, omission or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any other matter arising out of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with the Benefit Plans identified in the Disclosure Letter. (f) All contributions to any of the Benefit Plans identified in the Disclosure Letter whether due from XXXXX or RML or any of their employees have been made in accordance with the provisions of such Benefit Plans and those which fall due for payment before the Closing Date will have been paid by that date. Full details of the level of contributions currently payable in respect of any of the employees of XXXXX or RML to any such benefit plan are set out in the Disclosure Letter. (g) To the extent required, each Benefit Plan identified in the Disclosure Letter is approved by the Board of Inland Revenue for the purpose of ICTA 1988 and neither XXXXX, RML nor any Seller is aware of any circumstances which might give the Inland Revenue reason to withdraw such approval. (h) Each Retirement Benefit Plan identified in the Disclosure Letter has complied in all material respects with and has been administered in all material respects in accordance with (i) any Company Benefit Plans or any Employment Agreementsthe preservation requirements within the meaning of Chapter I, except as provided under Part IV of the Ancillary Agreements; and Xxxxxxx Xxxxxxx Xxx 0000, (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employmentequal treatment requirements of sections 62-type services for or with respect to Splitco or 66 of the Pensions Xxx 0000 and regulations made thereunder, and of (so far as any of the SES EntitiesSellers is aware) Article 119 of the Treaty of Rome, which arose or were incurred at and (iii) where applicable, the contracting-out requirements of Part III of the Xxxxxxx Xxxxxxx Xxx 0000; and all other relevant pension schemes legislation and subject thereto in accordance with the trust powers and provisions of the Retirement Benefit Plans identified in the Disclosure Letter. (i) Neither XXXXX nor RML has participated in any time prior to occupational pension scheme (as defined in section 1 of the ClosingPension Schemes Act 1993) other than any money purchase schemes, (as defined in section 181 of the Pension Schemes Act 1993).

Benefit Plans. (a) Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, there are not now nor have there been any employee benefit plans or arrangements of any type (including plans described in Section 3(3) of ERISA) under which the Company has or in the future could have directly, or indirectly through any trade or business, whether or not incorporated, that together with the Company would be deemed a “single employer” within the meaning of ERISA section 4001(b), any liability with respect to the Company’s current or former employees. Each plan or arrangement disclosed in Section 3.11(a) of the Company Disclosure Schedule 4.20(a)(iis referred to in this Agreement as a “Company Benefit Plan.” No Company Benefit Plan is a “registered pension plan” as that term is defined in subsection 248(1) containsof the Income Tax Act. (b) With respect to each Company Benefit Plan, the Company has made available to Acquiror a current, correct and complete copy thereof, and (where applicable): (i) the related trust agreement or other funding instrument; (ii) any written communications (or a description of any material oral communications) by the Company or its Subsidiaries to the participants and/or beneficiaries concerning the benefits provided thereunder; (iii) the insurance policies, certificates of coverage, and related documents; (iv) for the four years preceding the date of this Agreement (1) actuarial valuation reports and (2) all correspondence with Governmental Entities to the Company or any of its Subsidiaries; (vi) all contracts with Third Party administrators, actuaries, investment managers, consultants, and other independent contractors, (vii) all data necessary to administer each of the Company Benefit Plans, (viii) all professional opinions (whether or not internally prepared), and (ix) all material internal memoranda concerning the Company Benefit Plans. (c) With respect to the Company Benefit Plans (i) no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any of its Subsidiaries could be subject to any liability under Applicable Law, except where such liabilities, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect; (ii) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or to the Knowledge of the Company, threatened, except where such claims, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect; and (iii) no administrative investigation, audit or other administrative proceeding by any Governmental Entity is pending or to the Knowledge of the Company, threatened. (d) Except as set forth in Section 3.11(d) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement or any other document contemplated hereby, nor the consummation of the Arrangement or any other transaction contemplated hereby (either alone or upon the occurrence of any additional or subsequent events), will result in the acceleration or creation of any rights of any Person to benefits under any Company Benefit Plan (including, but not limited to, the acceleration of the vesting or exercisability of any stock options or similar equity-based compensation, the acceleration of the vesting of any restricted stock or similar equity-based compensation, the acceleration of the accrual or vesting of any benefits under any pension plan, the forgiveness of indebtedness, or the acceleration or creation of any rights under any employment, severance, parachute or change in control agreement). (e) Neither the Company nor any of its Subsidiaries has incurred any current or projected liability in respect of post-employment or post-retirement health, medical or life insurance benefits, except as required to avoid an excise Tax under Code Section 4980B or similar Applicable Law. None of the Company Benefit Plans provides post-retirement benefits to or in respect of the Canadian employees or any former Canadian employees or to or in respect of the beneficiaries of such Canadian employees and former Canadian employees. (f) The Company has no formal plan or commitment, whether legally binding or not, to create any additional Company Benefit Plan or modify or change any existing Company Benefit Plan that would affect any employee of the Company, or any spouse, dependent or beneficiary thereof. (g) The Company and each of its Subsidiaries have performed all of their obligations under all Company Benefit Plans and have made appropriate entries in their financial records and statements for all obligations and liabilities under the Company Benefit Plans that have accrued as of the date of this Agreement. Each Company Benefit Plan is, a list of all material employee pension in form and operation, in full compliance with Applicable Laws. No changes have occurred to the Company Benefit Plans 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 are expected to occur that would affect the actuarial reports or any of its Affiliates for the benefit of any Transferred Employee, or with respect to which any Company Financial Statements. All liabilities of the Transferred Businesses could reasonably be expected Company (whether accrued, absolute, contingent or otherwise) related 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 Plans have been fully and accurately disclosed in accordance with Canadian GAAP in the Company Financial Statements. (h) All contributions or premiums required to be made available to by the GE Entities true, complete and correct copies Company under the terms of (A) each Company Benefit Plan (or by Applicable Law have been made in a summary timely fashion in accordance with Applicable Law and the terms of the Company Benefit Plan if it is Plans, and the Company does not in written form)have, and as of the Closing Date will not have, any actual or potential unfunded liabilities (Bother than liabilities accruing after the Closing Date) 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. No insurance policy or other contract or agreement affecting any Company Benefit Plan requires or permits a retroactive increase in premiums or payments due thereunder. The level of insurance reserves in respect of each insured Company Benefit Plan is reasonable and sufficient to provide for all incurred but unreported claims. There exists no liability in connection with any former Company Benefit Plan that has terminated, and all procedures for termination of each such plans have been properly followed in accordance with the terms of such plans and Applicable Law. (i) All contributions and payments made or accrued with respect to all Employee Benefit Plans to be transferred by SES are deductible under Code Section 162 or 404. No amount, or any asset of its Affiliates (other than Satlynx any Company Benefit Plan is subject to Tax as unrelated business taxable income. All obligations regarding the Company Benefit Plans have been satisfied and there are no outstanding defaults or violations by any party thereto and no Taxes, penalties or fees are owing or exigible under any of its Subsidiariesthe Company Benefit Plans. (j) No payment that is owed or may become due to Splitco any director, officer, employee, or agent of the Company will be non-deductible by the Company or any of its Subsidiaries at Closing. (b) The consummation of under Code Section 280G or 4999; nor will the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES Company or any of its Affiliates, Subsidiaries be required to “gross up” or otherwise compensate any Transferred Employee, (ii) result in such Person because of the imposition of any liability from SES or any of its Affiliates excise Tax on a payment to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliatessuch Person. (ck) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Each Company Benefit Plan that provides for nonqualified deferred compensation within the meaning of Code Section 409A complies in form and operation with respect to any misclassification the requirements of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closing.Code Section 409A.

Benefit Plans. (ai) Schedule 4.20(a)(i“E”, Section (v)(i) contains, as of the date of this Agreement, 4Front Disclosure Letter contains a true and complete list of all material employee pension or welfare benefit planseach pension, bonusbenefit, stock optionretirement, stock purchasecompensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity, stock or stock-based, change in control, retention, severance, disabilityvacation, vacation paypaid time off, sick paywelfare, fringe-benefit and other similar agreement, plan, policy, program or other plans arrangement (and any amendments thereto), in each case whether or arrangements not reduced to writing and whether funded or unfunded, including, without limitation, each “employee fringe benefit plans plan” within the meaning of Section 3(3) of ERISA, which is or has ever been maintained, or sponsored, contributed to, or required to be contributed to by SES 4Front or any of its Affiliates Subsidiaries for the benefit of any Transferred Employeecurrent or former employee, officer, director, retiree, independent contractor or consultant or any spouse or dependent of such individual, or with respect to under which 4Front or its Subsidiaries or any of their ERISA Affiliates has or may have any Liability, contingent or otherwise (as listed on Schedule “E”, Section (v)(i) of the Transferred Businesses could reasonably be expected to incur any liability4Front Disclosure Letter, but excluding (i) collective bargaining agreementseach, a “4Front Benefit Plan”). (ii) all agreements Schedule “E”, Section (v)(ii) of the 4Front Disclosure Letter separately identifies the plan sponsor of each 4Front Benefit Plan, whether such 4Front Benefit Plan is maintained for service providers working outside of the United States, and whether any 4Front Benefit Plan provides accelerated, enhanced or additional benefits 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 or other plan) and change in control. (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES 4Front has made available to Cannex, to the GE Entities trueextent applicable, correct 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 4Front Benefit Plan: (A) the 4Front Benefit Plan documents and all amendments thereto and the related trust documents 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 including fidelity bond and fiduciary liability insurance policies related to the 4Front Benefit Plan, if any, in each case, as currently in effect; (B) the three most recent annual reports (IRS Form 5500) filed with the IRS, including all schedules and attachments and the most recent actuarial report, if any such report was required)any, and three most recent actuarial reports, if any; (DC) the most recent summary plan description and any summary of material modification thereto; (D) written communications to employees of 4Front relating to such 4Front Benefit Plan (including COBRA communications) and written communications from any Governmental Entity related to such 4Front Benefit Plan; (E) written descriptions of all non-written agreements relating to such 4Front Benefit Plan; and (F) the most recent non-discrimination tests performed under the Code for such 4Front Benefit Plan. (iv) Each 4Front Benefit Plan and related trust has been established, administered, funded and maintained in accordance with its terms and in compliance with all applicable Laws (including ERISA, the Code, the Patient Protection and Affordable Care Act and any applicable local Laws), and neither 4Front nor any of its ERISA Affiliates, nor any “party in interest” or “disqualified person” with respect to each Company the 4Front Benefit Plans has engaged in a non-exempt “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 of ERISA and neither 4Front nor any of its ERISA Affiliates has incurred, and no fact exists, that would be expected to result in any Liability (including, but not limited to, any Tax Liability or any fine or penalty under the Affordable Care Act) with respect to any 4Front Benefit Plan. No fiduciary has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any 4Front Benefit Plan. Nothing has occurred with respect to any 4Front Benefit Plan that has subjected or could subject 4Front or any of its ERISA Affiliates to penalties under ERISA or to any Tax penalties under the Code. (v) Other than as required under Section 601, et seq. of ERISA Section 4980B of the Code or other applicable Law, no 4Front Benefit Plan or other arrangement provides post-termination or retiree benefits to any individual for any reason. (vi) To the knowledge of 4Front, there is no pending or threatened action relating to any 4Front Benefit Plan (if any such summary plan description is requiredother than routine claims for benefits), and no 4Front Benefit Plan has within the three (3) and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered years prior to the GE Entities truedate hereof been the subject of an examination or audit by a Governmental Entity or the subject of an application or filing under, correct or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Entity. (vii) Each 4Front Benefit Plan has been administered, invested and complete information regarding the current base salaryfunded in compliance with its terms and in accordance with all applicable Law. All contributions, 2005 bonusesreserves or premium payments required to have been made or accrued, projections or that are due, as of the date hereof of 2006 bonuses and employee benefits of with respect to the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company 4Front Benefit Plans to be transferred by SES have been timely made or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closingaccrued. (bviii) The consummation Neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will not (ieither alone or upon the occurrence of any additional or subsequent events): (A) entitle any current or former director, officer, employee, independent contractor or consultant of the business of 4Front and its Subsidiaries to severance pay or any other payment; (B) accelerate the time of the payment payment, funding or vesting ofvesting, or increase the amount of, of compensation due from SES to any such individual; (C) increase the amount payable under or result in any other material obligation pursuant to any 4Front Benefit Plan; (D) result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or (E) require a “gross-up” or other payment to any “disqualified individual” within the meaning of Section 280G(c) of the Code. (ix) No 4Front Benefit Plan is: or has ever been at any time in the past: (A) an “employee pension plan” (as defined in Section 3(2) of ERISA), subject to Title IV of ERISA or Section 412 of the Code; (B) a “multiemployer plan” (as defined in Section 3(37) of ERISA); (C) a “multiple employer plan,” as defined in Section 3(40) of ERISA, (D) a “voluntary employees’ beneficiary association,” as defined in Section 501(c)(9) of the Code, or (E) a “multiple employer welfare arrangement,” as defined in Section 3(40) of ERISA. Neither 4Front nor any of its ERISA Affiliates currently has an obligation to contribute to a “defined benefit plan” within the meaning of Section 3(3) of ERISA, a Multiemployer Plan, or any other plan subject to Title IV of ERISA or Section 412 of the Code. All 4Front Benefit Plans that are health and welfare plans are fully insured through insurance contracts, the premiums for which are paid directly by 4Front or one of its ERISA Affiliates, from its general assets or partly from its general assets and partly from contributions by plan participants. No insurance policy or contract relating to any Transferred Employee, (ii) result such 4Front Benefit Plan requires or permits a retroactive increase in any liability from SES premiums or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliatespayments due thereunder. (cx) As Each 4Front Benefit Plan that is subject to Section 409A of the date Code has been administered in compliance with its terms and the operational and documentary requirements of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None Section 409A of the Transferred Businesses Code and all applicable regulatory guidance (including, notices, rulings and proposed and final regulations) thereunder in all material respects. 4Front and its Subsidiaries do not have any Liabilities under obligation to gross up, indemnify or otherwise reimburse any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except individual for any misclassification that does not excise taxes, interest or would not be expected penalties incurred pursuant to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As Section 409A of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the ClosingCode.

Benefit Plans. (a) Schedule 4.20(a)(iExcept as disclosed in SECTION 4.13(A) contains, as of the date Company Disclosure Schedule, there exist no employment, severance, retention, termination or change-of-control agreements, arrangements or understandings between the Company or any of this Agreementits Subsidiaries and any individual current or former director or officer with a title of vice president or higher (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the "EMPLOYEES") other than the Company's obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law ("COBRA"). (b) SECTION 4.13(B) of the Company Disclosure Schedule contains a complete and correct list of all material existing (i) "employee pension or benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (collectively, the "PENSION PLANS"), including any such Pension Plans that are "multiemployer plans" (as such term is defined in Section 4001(a)(3) of ERISA) (collectively, the "MULTIEMPLOYER PENSION PLANS"), (ii) "employee welfare benefit plans, " (as defined in Section 3(1) of ERISA) and (iii) other bonus, stock optiondeferred compensation, severance pay, pension, profit-sharing, retirement, insurance, stock purchase, deferred compensation, severance, disabilitystock option, vacation pay, sick pay, pay or other plans or arrangements and employee fringe benefit plans plan or arrangement maintained, or contributed to, by SES the Company or any of its Affiliates Subsidiaries for the benefit of any Transferred Employee, of the Employees or with respect to which the Company has any of liability other than immaterial plans or arrangements (the Transferred Businesses could reasonably be expected to incur any liability, but excluding foregoing clauses (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 planscollectively, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”"BENEFIT PLANS"). SES The Company has made available to the GE Entities true, Acquisition Corp. correct and complete and correct copies of (Ai) each Company Benefit Plan document (or a summary written description of the Company such Benefit Plan if it is not in written formno such formal document exists), (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 reports on Form 5500 as filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was requiredand all attachments thereto), (Diii) the most recent summary plan description with respect to for each Company Benefit Plan (if any for which such summary plan description is required, (iv) the most recent determination letter received from the Internal Revenue Service, if applicable, and (Ev) each trust agreement, insurance contract, 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. (b) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliatesif applicable. (c) As Except as disclosed in SECTION 4.13(C) of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on opinion letters issued for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as "GUST"), no such determination or opinion letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of this Agreement, except as contemplated by this Agreement, none such determination that could reasonably be expected to adversely affect the qualification of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company such Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have Benefit Plans is, and neither the Company or any Liabilities under of its Subsidiaries nor any Company Benefit Plan ERISA Affiliate maintains, contributes to or has any liability or potential liability with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans a "single employer plan" (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or any Employment AgreementsSection 302 of Title I of ERISA or Title IV of ERISA, except as provided under the Ancillary Agreements; and (ii) a "multiple employer plan" (as such term is defined in ERISA), (iii) a Multiemployer Pension Plan or (iv) a funded welfare benefit plan (as such term is defined in Section 419 of the Transferred Employees or Code). Each Benefit Plan and all of its related trusts have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other individuals who do or did at any time provide employment or employment-type services for or with applicable laws. With respect to Splitco each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or any of before the SES Entities, which arose Closing Date that are not yet due have been made or were incurred at any time prior to the Closing.properly accrued. All premiums or other

Benefit Plans. (a) Schedule 4.20(a)(iEach employee pension benefit plan ("Pension Plan"), as defined in Section 3(2) containsof the Employee Retirement Income Security Act of 1974 ("ERISA"), each employee welfare benefit plan ("Welfare Plan"), as defined in Section 3 of ERISA, and each deferred compensation, bonus, incentive, stock incentive, option, stock purchase, severance, or other employee benefit plan, agreement, commitment, or arrangement funded or unfunded, written or oral ("Benefit Plan"), which is currently maintained by the Company or any of its ERISA Affiliates (defined in Section 3.15(o) below) or to which the Company or any of its ERISA Affiliates currently contributes, or is under any current obligation to contribute, or under which the Company or any of its ERISA Affiliates has any liability, contingent or otherwise (including any withdrawal liability within the meaning of Section 4201 of ERISA) (collectively, the "Company Employee Plans" and each, individually, a "Company Employee Plan"), and each management, employment, severance, consulting, non-compete or similar agreement or contract between the Company or any of its Subsidiaries and any Company Employee pursuant to which the Company or any of its Subsidiaries has or may have any liability, contingent or otherwise ("Company Employee Agreement"), is listed in the Company Disclosure Schedule. True and complete copies have been delivered or made available to Buyer of (i) all documents embodying or relating to each Company Employee Plan and each Company Employee Agreement, including all amendments thereto, written interpretations thereof and trust or funding agreements with respect thereto; (ii) the two most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) a statement of alternative form of compliance pursuant to U.S. Department of Labor ("DOL") Regulation §2520.104-23, if any, filed for each Company 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 Internal Revenue Service ("IRS"), if any, for each Company Employee Plan and related trust which is intended to satisfy the requirements of Section 401(a) of the Code; (v) if a Company Employee Plan is funded, the most recent annual and periodic accounting of the Company Employee Plan assets; (vi) 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 Employee Plan; and (vii) 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 Company Employee Plan or related trust. None of the Company, nor any of its Subsidiaries or ERISA Affiliates has any plan or commitment, whether legally binding or not, to establish any new Company Employee Plan, to enter into any Company Employee Agreement or to modify or to terminate any Company Employee Plan or Company Employee Agreement (except to the extent required by law or to conform any such Company Employee Plan or Company Employee Agreement to the requirements of any applicable law, in each case as previously disclosed to Buyer, or as required by this Agreement), nor has any intention to do any of the foregoing been communicated to Company Employees. (b) The Company and each of its ERISA Affiliates has made on a timely basis all contributions or payments required to be made by it under the terms of the Company Employee Plans, ERISA, the Code, or other applicable laws. (c) Each Company Employee Plan intended to qualify under Section 401 of the Code is, and since its inception has been, so qualified and a determination letter has been issued by the IRS to the effect that each such Company Employee Plan is so qualified and that each trust forming a part of any such Company Employee Plan is exempt from tax pursuant to Section 501(a) of the Code and no circumstances exist which would adversely affect this qualification or exemption. (d) Each Company Employee Plan (and any related trust or other funding instrument) has been established, maintained, and administered in all material respects in accordance with its terms and in both form and operation is in compliance in all material respects with the applicable provisions of ERISA, the Code, and other applicable laws, statutes, orders, rules and regulations (other than adoption of any plan amendments for which the deadline has not yet expired), and all reports required to be filed with any governmental agency with respect to each Company Employee Plan have been timely filed, other than filings that are inconsequential. (e) There is no litigation, arbitration, audit or investigation or administrative proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its ERISA Affiliates or, to the knowledge of the Company, any plan fiduciary by the IRS, the DOL, the Pension Benefit Guaranty Corporation ("PBGC"), or any participant or beneficiary with respect to any Company Employee Plan as of the date of this Agreement. No event or transaction has occurred with respect to any Company Employee Plan that would result in the imposition of any tax under Chapter 43 of Subtitle D of the Code. Neither the Company nor any of its ERISA Affiliates nor, a list to the knowledge of all material employee pension the Company, any plan fiduciary of any Pension or welfare benefit plans, bonus, stock option, stock purchase, deferred compensation, severance, disability, vacation pay, sick payWelfare Plan maintained by the Company or its Subsidiaries has engaged in any transaction in violation of Section 406(a) or (b) of ERISA for which no exemption exists under Section 408 of ERISA or any "prohibited transaction" (as defined in Section 4975(c)(1) of the Code) for which no exemption exists under Section 4975(c)(2) or 4975(d) of the Code, or other plans is subject to any excise tax imposed by the Code or arrangements and employee fringe benefit plans maintainedERISA with respect to any Company Employee Plan. (f) Each Company Employee Plan can be amended, terminated or contributed tootherwise discontinued without liability to the Company, by SES any of its Subsidiaries or any of its Affiliates for ERISA Affiliates. (g) No liability under any Company Employee Plan has been funded, nor has any such obligation been satisfied with the benefit purchase of any Transferred Employee, or with respect a contract from an insurance company as 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 Closinghas received notice that such insurance company is insolvent or is in rehabilitation or any similar proceeding. (bh) Neither the Company nor any of its ERISA Affiliates currently maintains, nor at any time in the previous six calendar years maintained or had an obligation to contribute to, any defined benefit pension plan subject to Title IV of ERISA, or any "multiemployer plan" as defined in Section 3(37) of ERISA. (i) None of the Company, nor any of its Subsidiaries or ERISA Affiliates (i) maintains or contributes to any Company Employee Plan which provides, or has any liability to provide, life insurance, medical, severance or other employee welfare benefits to any Company Employee upon his retirement or termination of employment, except as may be required by Section 4980B of the Code; or (ii) has ever represented, promised or contracted (whether in oral or written form) to any Company Employee (either individually or to Company Employees as a group) that such Company Employee(s) would be provided with life insurance, medical, severance or other employee welfare benefits upon their retirement or termination of employment, except to the extent required by Section 4980B of the Code. (j) The consummation execution of, and performance of the transactions contemplated by in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) accelerate the time constitute an event under any Company Employee Plan, Company Employee Agreement, trust or loan that will or may result in any payment (whether of the payment severance pay or vesting ofotherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Company Employee, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in the triggering or imposition of any liability restrictions or limitations on the right of the Company or Buyer to amend or terminate any Company Employee Plan and receive the full amount of any excess assets remaining or resulting from SES such amendment or any of its Affiliates termination, subject to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliatesapplicable taxes. (ck) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or There is party to a legally binding no commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under covering any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to haveEmployee that, individually or in the aggregate, would be reasonably likely to give rise to the payment of any amount that would result in a material adverse effect on loss of tax deductions pursuant to Section 162(m) of the Transferred Businesses, taken as a wholeCode. (el) As The Company and each of the Closingits Subsidiaries (i) is in compliance with all applicable federal, Splitco will not sponsorstate and local laws, maintainrules and regulations (domestic and foreign) respecting employment, contribute toemployment practices, or have any Liability underlabor, for or with respect toterms and conditions of employment and wages and hours, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwisein each case, with respect to Company Employees; (ii) is not liable for any arrears of wages or in connection any penalty for failure to comply with any of the foregoing; and (iii) is not liable for any past due payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits for Company Employees. (m) No work stoppage or labor strike against the Company or any of its Subsidiaries by Company Employees is pending or threatened. Neither the Company nor any of its Subsidiaries (i) is involved in or threatened with any labor dispute, grievance, or litigation relating to labor matters involving any Company Benefit Plans Employees, including violation of any federal, state or any Employment Agreementslocal labor, except as provided under the Ancillary Agreementssafety or employment laws (domestic or foreign), charges of unfair labor practices or discrimination complaints, other than such disputes, grievances or litigation that are inconsequential; and (ii) is engaged in any unfair labor practices within the Transferred Employees meaning of the National Labor Relations Act or the Railway Labor Act; or (iii) is presently, nor has been in the past six years, a party to, or bound by, any other individuals who do collective bargaining agreement or did at any time provide employment or employment-type services for or union contract with respect to Splitco Company Employees and no such agreement or contract is currently being negotiated by the Company or any of the SES Entitiesits affiliates. No Company Employees are currently represented by any labor union for purposes of collective bargaining and, which arose or were incurred at any time prior to the Closingknowledge of the Company, no activities the purpose of which is to achieve such representation of all or some of such Company Employees are threatened or ongoing. (n) Neither the Company nor any of its ERISA Affiliates has any liability with respect to any plan, program, or arrangement maintained or contributed to by any ERISA Affiliate that would be a Company Employee Plan if it were maintained by the Company. (o) For purposes of this Agreement, "ERISA Affiliate" means, with respect to the Company and its Subsidiaries or Buyer and it Subsidiaries, as applicable, each trade, business or entity which is a member of a "controlled group of corporations," under "common control" or an "affiliated service group" with the Company and its Subsidiaries or Buyer and its Subsidiaries, as applicable, within the

Benefit Plans. (a) Section 3.12(a) of the Company Disclosure Schedule 4.20(a)(icontains a correct and complete list of (i) containsall “employee benefit plans” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as of the date of this Agreement, a list of amended (“ERISA”)) and (ii) all material other employee pension or welfare benefit plans, bonusprograms, agreements, policies, arrangements or payroll practices, including bonus plans, employment, individual consulting or other compensation agreements, collective bargaining agreements, equity or equity-based compensation, employee stock ownership, employee loan, or deferred compensation arrangements, change in control, termination, retention or severance plans or arrangements, pension plans, supplemental retirement plans, individual account-based savings plans, profit-sharing, retirement plans, severance pay, stock purchase, stock option, stock purchasewelfare benefits, deferred incentive compensation, severanceretiree health insurance, disabilityretiree life insurance, Section 125 flexible benefit, vacation pay, sick pay, salary continuation for disability, hospitalization, medical insurance, life insurance, educational and employee assistance plans and programs or other plans or arrangements and employee fringe benefit plans maintainedplans, arrangements or contributed topractices, by SES whether or any not subject to ERISA, oral or written, in each case 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), sponsored, maintained, or contributed to by, or required to be contributed to by, the Company for the benefit of any current or former director, officer, employee or independent contractor of the Company, or to which the Company has or could have any liability, contingent or otherwise, including as a result of its or their ERISA Affiliates (Cthe foregoing clauses (i) and (ii), collectively, the “Benefit Plans”). (b) The Company has made available to Parent true, correct and complete copies of the following documents (or a description thereof to the extent no writing exists), to the extent applicable, (i) all Benefit Plans, including any plan documents and related trust documents, insurance contracts or other funding arrangements, and all amendments thereto, (ii) the most recent annual report on Form Forms 5500 filed with and all schedules thereto, (iii) the most recent actuarial reports, (iv) the most recent Internal Revenue Service with respect to each Company Benefit Plan determination letters and (if any such report was required), (Dv) the most recent summary plan description with respect descriptions and any other material communications to each Company Benefit Plan (if any such summary plan description is required) and (E) each trust agreementcurrent or former directors, group annuity contract employees, officers 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 independent contractors regarding the current base salary, 2005 bonuses, projections as extent or level 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. (b) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliatesthereunder. (c) As All Benefit Plans intended to be qualified plans may either rely on opinion letters issued for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income Taxes under Section 401(a) and 501(a), respectively, of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case Code. No such determination letter has been revoked and nothing has occurred with respect to the operation of the Benefit Plans that could reasonably be expected to cause the loss of such qualification or exemption, or the imposition of any Transferred Employeematerial liability, penalty or Tax under ERISA or the Code. (d) None of the Transferred Businesses Benefit Plans is, and neither the Company nor any of its ERISA Affiliates has in the last six (6) years maintained, contributed to, had an obligation to contribute to, or had any liability in respect of, a Title IV Plan. Each Benefit Plan and all related trusts, insurance Contracts and funds has been maintained, funded and administered in all material respects in accordance with the terms of such Benefit Plan and in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable Laws, and each Benefit Plan which is a “nonqualified deferred compensation plan” subject to Section 409A of the Code has been established and maintained in compliance, in all material respects, with Section 409A of the Code. All payments (including payments to any participant (or their beneficiaries) and premium payments) and contributions (including all employer contributions and employee salary reduction contributions) required to have any Liabilities been made under the terms of such Benefit Plan, under any funds or trusts established under such Benefit Plan, any related insurance Contract or any applicable Law, have been made by the due date thereof (including any valid extension), and all payments and contributions for any period ending on or before the Effective Time which are not yet due will have been paid or accrued on the Company’s balance sheet on or prior to the Effective Time. (e) With respect to each Benefit Plan, (i) no Claims or inquires (other than routine Claims or inquiries for benefits in the ordinary course of business consistent with past practices) are pending, or to the Company’s Knowledge, threatened against the Benefit Plans, the assets of any of the trusts under such plans or the plan sponsor or administrator, or against any fiduciary of the Benefit Plans, in each case, with respect to the operation of the Benefit Plans and (ii) to the Company’s Knowledge, no facts or circumstances exist that could give rise to any such Claims or inquiries. (f) The Company has no obligation to provide, nor do any of the Benefit Plans provide, for post-employment health or life insurance, benefits or coverage for any Person, except as specifically required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state Law and at the sole expense of such Person. (g) Each Option granted by the Company (i) was granted with a per share exercise price equal to or greater than the per share fair market value of the Company’s underlying Common Shares on the date of grant thereof and no such Option has a feature for the deferral of compensation, in each case, within the meaning of Section 409A of the Code and the regulations and other guidance issued thereunder (“Section 409A”) or satisfies the “grandfather” rules for stock options under Section 409A and (ii) which was intended to be an incentive stock option (within the meaning of Section 422 of the Code) was granted pursuant to a Benefit Plan which meets the requirements of Section 422 of the Code. (h) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will, either alone or in connection with any other event(s), (i) result in any payment becoming due to any current or former director, officer, employee or independent contractor of the Company, (ii) increase any amount of compensation or benefits otherwise payable under any Benefit Plan, (iii) result in the acceleration of the time of payment, funding or vesting of any benefits under any Benefit Plan, (iv) require any contributions or payments to fund any obligations under any Benefit Plan, (v) limit the right to merge, amend or terminate any Benefit Plan (except any limitations imposed by Law, if any) or (vi) give rise to any amount that would not be deductible under Section 280G of the Code. No Benefit Plan or other agreement with any employee provides for a “gross-up” or similar payment in respect of any Taxes that may become payable under Section 409A or Section 4999 of the Code. (i) There is no Contract or other arrangement or plan (including any Benefit Plan) by or with the Company covering any Person that, individually or collectively, could give rise to the payment of any amount by the Company that would not be deductible by the Company or the Surviving Corporation by reason of Section 162(m) of the Code. (j) Each current or former director, officer, employee or independent contractor of the Company has been, and is, properly classified as an employee, independent contractor or consultant under applicable Law, except for any failure to be so classified that would not give rise to a material liability to the Company. The Company has no direct or indirect liability with respect to any misclassification of a person any current or former director, officer, employee or independent contractor of the Company as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closingpart-time employee rather than a full-time employee, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any employee leased from another employer, except for any such liability that would not give rise to a material liability to the Company. (k) No Benefit Plan is maintained outside the jurisdiction of the SES EntitiesUnited States, which arose or were incurred at covers any time prior to employee residing or working outside the ClosingUnited States.

Benefit Plans. Other than the Assumed Plans and except as set forth on Schedule 5(l), after the Closing Date, Purchaser will not be obligated or required to continue any bonus plan, vacation policy, commission arrangements, pension plan, insurance or any other employee arrangement, benefit plan or fringe benefit or any other Benefit Plan that may have been in effect prior to the Closing Date and all payments due to employees of the Business or to a Benefit Plan maintained on their behalf which arise or accrue on or prior to the Closing Date (a) Schedule 4.20(a)(i) containsincluding, without limitation, accrued vacation to those employees who are not hired by Purchaser as of the date of this AgreementClosing Date) have been, or will be, paid by Seller on or before the Closing Date. i) Schedule 5(l) sets forth a complete list of all material employee pension "Employee Pension Benefit Plans" ("Pension Plans") or welfare benefit plansany "Employee Welfare Benefit Plans" ("Welfare Plans") as such terms are defined in Sections 3(2) and 3(1), respectively, of ERISA, which are subject to ERISA and any bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, stock purchaseseverance, deferred compensationtermination pay, severancechange in control, fringe benefit or other employee benefit plans, programs or arrangements, including, but not limited to, those providing medical, dental, vision, disability, vacation paylife insurance and vacation, sick payleave, holidays and other paid time off benefits (other than those required to be maintained by law), qualified or other plans unqualified, funded or arrangements unfunded, foreign or domestic, and employee fringe benefit plans also including, without limitation, the Assumed Plans (individually, a "Benefit Plan" and collectively, the "Benefit Plans"), which Seller maintains or has maintained, or contributed to, by SES or any of its Affiliates for has been obligated to contribute to within the benefit of any Transferred Employee, or with respect to which any of 10-year period ending on 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”)Closing Date. SES Seller has made available to the GE Entities true, delivered complete and correct copies of (A) each Company Benefit Plan and related trust agreement and annuity contract (or a summary including amendments to any 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)(iforegoing) and (ii)to the extent applicable) a copy of each Benefit Plan's current summary plan description. In addition, (C) to the extent applicable, Seller has provided to Purchaser a copy of the most recent annual report on Form IRS determination letter issued, copies of the three most recently filed IRS Forms 5500 filed together with all schedules, actuarial reports and accountants' statements for each Benefit Plan, and a written description of all non-written benefit plans or arrangements and all employee manuals or handbooks. ii) To the best of Seller's knowledge, each Assumed Plan has been maintained in compliance with its terms and all provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), applicable thereto (including rules and regulations thereunder), and other applicable legal requirements. iii) Each Benefit Plan which is intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined by the Internal Revenue Service with respect (the "IRS") 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) be so qualified and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating created thereunder has been determined by the IRS 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 be tax exempt under Section 501(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 Closing. (b) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As of the date of this Agreement, Code except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employeeamendments for which the remedial amendment period has not expired as of the Closing Date, and no event or condition exists which is reasonably likely to adversely affect the qualified status of each such Benefit Plan or the tax exempt status of each trust created thereunder. (div) None To the best of Seller's knowledge, none of the Transferred Businesses have Assumed Plans are currently subject to an audit or other investigation by the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation or any Liabilities under other Governmental Authority nor are any Company Benefit Plan subject to any law suits, complaints, claims or legal proceedings of any kind pending or threatened or anticipated, and no filing has been made with respect to any misclassification of a person as an independent contractor rather than as an employeethe Assumed Plans under the IRS Employee Plans Compliance Resolution System, except for any misclassification that does not the Voluntary Compliance Resolution Program, the Closing Agreement Program, the Delinquent Filer Voluntary Compliance Program or would not be expected the Pension Payback Program, or programs which are predecessor thereto, which is reasonably likely to haveresult in liability to Purchaser, individually now or in the aggregatefuture. v) To the best of Seller's knowledge, no "prohibited transaction" as defined in Section 406 of ERISA or Section 4975 of the Code has occurred with respect to any Assumed Plan. No breach of fiduciary responsibility under Part 4 of Title I of ERISA resulting in any liability to Seller, any trustee, administrator or fiduciary of any Assumed Plan has occurred. Neither Seller nor any Commonly Controlled Entity (as defined in Section 5(lo)(vii) hereof) has any secondary liability resulting from a material adverse effect transaction described in ERISA Section 4204. vi) All contributions required to be paid under the terms of each Assumed Plan have been made by the due date and to the extent not yet due, have been accrued as a liability on the Transferred Businesses, taken most recent balance sheet. vii) At no time during the past seven (7) years has Seller or any trade or business which together with Seller would be treated as a whole. (esingle employer under Section 4001(b)(1) As of ERISA or Section 414 of the ClosingCode (a "Commonly Controlled Entity"), Splitco will not sponsor, maintain, contribute contributed to, or have incurred any Liability under, for or liability with respect to, any Company Pension Plan which is subject to Title IV of ERISA, including any multi-employer plan, as such term is defined in Section 3(37) of ERISA or Section 4001(a)(3); and no event or condition exists with respect to a Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth Plan which could give rise to a Lien on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates the Assets. viii) Each Welfare Plan has at all times been maintained in compliance with its terms and with the provisions of Section 4980 B of the Code and Parts 6 and 7 of Title I of ERISA. Except as required by law neither an Assumed Plan nor the Seller provides or promises post-employment health or life benefits to current or former employees of Seller, and Seller has made no such promises, oral or written to its current or former employees. ix) Seller has not incurred, nor is reasonably likely to incur, any liability for any penalty or tax under Chapter 43 of Subtitle D of the Code or Section 502 of ERISA. x) No employee, director or independent contractor of Seller will directly become entitled to any retirement, severance, bonus or indirectly have similar benefit or incur any Liabilities, whether by virtue enhanced or accelerated benefit solely as a result of the transactions contemplated by this Agreement hereby. Without limiting the generality of the foregoing, no amount required to be paid or otherwise, with respect payable to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco any employee of Seller in connection with the transaction contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an "excess parachute payment" within the meaning of Section 280G of the Code. xi) Seller, and after the Closing Date, Purchaser has the right to amend or terminate any of the SES EntitiesAssumed Plans without creating any liability thereunder. xii) Except as individually listed by name, Social Security number and election date (or election deadline) on Schedule 5(l), no employees, former employees or their qualified beneficiaries (as defined in Section 607 of ERISA) of the Seller have elected continuation coverage, as defined in COBRA, or have had a qualifying event for which arose or were incurred at any time prior to the Closingelection period, as defined in COBRA, has not expired.

Benefit Plans. (a) Schedule 4.20(a)(iSection 2.14(a) contains, as of the date Company Disclosure Schedule sets forth each employee benefit plan, policy, program, practice, agreement, understanding, arrangement or commitment (whether written or underwritten) providing compensation, benefits or perquisites of this Agreementany kind, a list of all material employee pension or welfare benefit plansincluding executive compensation, bonusdeferred compensation, stock ownership, stock purchase, stock option, restricted stock, performance share, bonus and other incentive plans, pension, profit sharing, sav ings, thrift or retirement plans, employee stock purchaseownership plans, deferred compensationlife, health, dental and disability plans, vacation, severance pay, sick leave or dependent care plans, any cafeteria or tuition reimbursement plans and any "employee benefit plans" within the meaning of Section g(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (whether or not subject to ERISA), all employment, severance, disabilitygolden parachute or similar agreements (individually, vacation payan "EMPLOYEE BENEFIT PLAN" and collec tively, sick paythe "EMPLOYEE BENEFIT PLANS"), currently or other plans within the past six years maintained by, contributed by or arrangements and employee fringe benefit plans maintained, or contributed to, by SES with respect to which an obligation to contribute exists on the part of the Company or any of its Affiliates for trades or businesses, whether or not incorporated, which, together with the benefit Company, is treated as a single employer under Section 414 of any Transferred Employeethe Code (collectively, "ERISA AFFILIATES"), or with respect to which the Company or any ERISA Affiliate may have any liability or obligation (direct, indirect, contingent or otherwise) to any employee, former employee, director or former director (or any of their dependents or beneficiaries) of the Transferred Businesses Company or any of its Subsidiaries or to any governmental entity. There have been delivered to Parent complete and correct copies of all written Employee Benefit Plans and any related trust agreements, insurance and other contracts and other funding arrangements, written descriptions of all unwritten Employee Benefit Plans, the current summary plan descriptions and current summaries of material modifications relating to each Employee Benefit Plan, the two most recent Forms 5500 required to have been filed with any appropriate government agency with respect to each Employee Benefit Plan, the most recent favorable determination letter issued for each Employee Benefit Plan and related trust that is intended to satisfy the qualification requirements of sections 401(a) and 501(a) of the Code (and the latest IRS form 5300 or 5307, whichever is applicable, filed with the IRS for each such Employee Benefit Plan), and all collective bargaining agreements pursuant to which an Employee Benefit Plan is maintained or contributions to an Employee Benefit Plan are or have been made. (b) No Employee Benefit Plan is, a "DEFINED BENEFIT PLAN" within the meaning of section 3(35) of ERISA to which ERISA applies applicable to or a plan to which the funding requirements of Section 412 of the Code or 302 of ERISA and neither the Company nor any ERISA Affiliate has or could have any liability with respect to any such plan. Neither the Company nor any ERISA Affiliate has ever contributed to, or withdrawn in a complete or partial withdrawal from, any multi-employer plan (within the meaning of Subtitle E of Title IV of ERISA) or incurred contingent liability under Section 4204 of ERISA. No Employee Benefit Plan provides for medical or health benefits (through insurance or otherwise) to individuals other than current employees of the Company (or spouses and dependents of such employees), except to the extent necessary to comply with "APPLICABLE BENEFITS LAW" (including, without limitation, section 4980B of the Code), and there has been no communication to any person that could reasonably be expected to incur promise or guarantee any liabilityemployee, but excluding former employee (ior any spouse, dependent or domestic partner of any employee or former employee) collective bargaining agreementsany retiree medical, life or other retiree benefits. "Applicable Benefits Law" refers to the legal requirements (iiwhether imposed by common law, statue or regulation or otherwise) all agreements with individuals applicable to which employee benefit plans sponsors thereof or their affiliates, services providers thereto or fiduciaries thereof or their affiliates or parties related thereto or their affiliates by the United States or any of Satlynx or its Subsidiaries, or SES or its Affiliates political subdivision thereof (including any requirements enforced by the IRS 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 employee benefit plans intended to the GE Entities true, complete and correct copies of (A) each Company Benefit Plan (or a summary of confer tax benefits on 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 Closingemployees). (b) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closing.

Benefit Plans. (a) Schedule 4.20(a)(i) containsExhibit 3.19 lists every pension, as of the date of this Agreementretirement, a list of all material employee pension or welfare benefit plansprofit-sharing, bonus------------- deferred compensation, stock option, employee stock purchaseownership, deferred severance pay, vacation, sick leave, leave without compensation, severance, disability, vacation pay, sick pay, bonus or other plans incentive plan, any medical, vision, dental or arrangements and other health plan, any life insurance plan or any other employee benefit plan or fringe benefit plans plan, any other written or unwritten employee program, arrangement, agreement or understanding, commitments or methods of contribution or compensation (whether arrived at through collective bargaining or otherwise), whether formal or informal, whether funded or unfunded, and whether legally binding or not, including, without limitation, any "employee benefit plan," as that term is defined in Section 3(3) of ERISA, which is currently or previously adopted, maintained, sponsored in whole or in part, or contributed to, to by SES the Acquired Company or any ERISA Affiliate of its Affiliates the Acquired Company, for the benefit of, providing any remuneration or benefits to, or covering any current or former employee, retiree, dependent, spouse or other family member or beneficiary of such employee or retiree, director, independent contractor, shareholder, officer or consultant or other beneficiary of the Acquired Company or any ERISA Affiliate of the Acquired Company or under (or in connection with) which the Acquired Company or an ERISA Affiliate of the Acquired Company has any contingent or noncontingent liability of any Transferred Employeekind whether or not probable of assertion (collectively, the "Benefit Plans"). Any of the Benefit Plans which is an "employee pension benefit plan," as that term is defined in Section 3(2) of ERISA, or an "employee welfare benefit plan" as that term is defined in Section 3(1) of ERISA, is referred to herein as an "ERISA Plan." (b) Exhibit 3.19 also lists, with respect to which any all Benefit Plans listed ------------ in Exhibit 3.19: (a) all trust agreements or other funding arrangements, ------------ including insurance contracts, all annuity contracts, financial contributions, actuarial statements or valuations, fidelity bonds, fiduciary liability policies, investment manager or advisory contracts, corporate resolutions of the Transferred Businesses could reasonably be expected to incur any liabilitymemoranda, but excluding administrative committee minutes or memoranda or records, and all amendments (iif any) collective bargaining agreementsthereto, (iib) all agreements with individuals to which any of Satlynx or its Subsidiarieswhere applicable, or SES or its Affiliates with respect to the AMC-23 Businessany such plans or plan amendments, 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 determination letters issued by the Internal Revenue Service IRS, (c) all communications or other correspondence issued within the last six (6) years by any Regulatory Authority, including without limitation, the IRS, DOL and the PBGC with respect to each Company such Benefit Plan (if any such report was required)Plan, (Dd) annual reports or returns and audited or unaudited financial statements for the most recent three plan years and any amendments thereto, and (e) the most recent summary plan description descriptions, any material modifications thereto, and all material employee communications with respect to each such Benefit Plans. Contemporaneous with the delivery of the Exhibits, the Acquired Company has delivered a true and complete copy of all such Benefit Plans, agreements, letters, rulings, opinions, letters, reports, returns, financial statements and summary plan descriptions described in Sections 3.19(a) or 3.19(b) hereof, certified as such by a duly authorized officer of the Acquired Company. (c) All the Benefit Plans and any related trusts subject to ERISA comply with and have been administered in compliance with the provisions of ERISA, all applicable provisions of the Code relating to qualification and tax exemption under Code Sections 401(a) and 501(a) or otherwise necessary to secure intended tax consequences, all applicable state or federal securities laws and all other applicable laws, rules and regulations and collective bargaining agreements, and the Acquired Company has not received any notice from any Regulatory Authority or instrumentality questioning or challenging such compliance. All available governmental approvals for the Benefit Plans have been obtained, including, but not limited to, timely determination letters on the qualification of the ERISA Plans and tax exemption of, related trusts, as applicable, under the Code and timely registration and disclosure under applicable securities laws, and all such governmental approvals continue in full force and effect. No event has occurred that will or could give rise to disqualification of any such Benefit Plan under Sections 401(a) or 501(a) of the Code or to a tax under Section 511 of the Code. (d) Neither the Acquired Company nor any administrator or fiduciary of any such Benefit Plan (if or agent or delegate of any of the foregoing) has engaged in any transaction or acted or failed to act in any manner that could subject the Acquired Company to any direct or indirect liability (by indemnity or otherwise) for a breach of any fiduciary, co-fiduciary or other duty under ERISA. No oral or written representation or communication with respect to any aspect of the Benefit Plans has been or will be made to employees of the Acquired Company prior to the Closing Date that is not in accordance with the written or otherwise preexisting terms and provisions of such Benefit Plans in effect immediately prior to the Closing Date, except for any amendments or terminations required by the terms of this Agreement. There are no unresolved claims or disputes under the terms of, or in connection with, the Benefit Plans and no action, legal or otherwise, has been commenced with respect to any claim. (e) All annual reports or returns, audited or unaudited financial statements, actuarial valuations, summary annual reports and summary plan description is required) descriptions issued with respect to the Benefit Plans are correct and (E) each trust agreement, group annuity contract or other funding accurate as of the dates thereof; and financing arrangement relating there have been no amendments filed to any of such reports, returns, statements, valuations or descriptions or required to make the information therein true and accurate. (f) Neither the Acquired Company nor any other "party in interest" (as defined in Section 3(14) of ERISA) or "disqualified person" (as defined in Section 4975(e)(2) of the Code) of any Benefit Plan has engaged in any "prohibited transaction" (within the meaning of Sections 503(b) or 4975(c) of the Code or Section 406 of ERISA) with respect to such Benefit Plan, for which there is no statutory, regulatory or individual or class exemption. There has been no (a) "reportable event" (as defined in Section 4043 of ERISA), or event described in Section 4062(f) or Section 4063(a) of ERISA or (b) termination or partial termination, withdrawal or partial withdrawal with respect to any of the ERISA Plans that the Acquired Company or any ERISA Affiliate of the Acquired Company maintains or contributes to or has maintained or contributed to or was required to maintain or contribute to for the benefit of employees of the Acquired Company or any ERISA Affiliate of the Acquired Company now or formerly in existence. (g) For any ERISA Plan that is an employee pension benefit plan as defined in ERISA Section 3(2), the fair market value of such Benefit Plan's assets equals or exceeds the present value of all benefits (whether vested or not) accrued to date by all participants in such Benefit Plan. SES has also delivered For this purpose the assumptions prescribed by the Pension Benefit Guaranty Corporation for valuing plan assets or liabilities upon plan termination shall be applied and the term "benefits" shall include the value of any early retirement or ancillary benefits (including shutdown benefits) provided under any Benefit Plan. As of the Closing Date, full payment will have been made of all amounts which the Acquired Company is required to have made at or prior to such time, under any Applicable Laws, as a contribution to any Benefit Plan of the GE Entities trueAcquired Company or of an ERISA Affiliate of the Acquired Company, correct and complete information regarding the current base salaryno accumulated funding deficiency (as defined in ERISA Section 302 or Code Section 412), 2005 bonuseswhether or not waived, projections will exist with respect to any Benefit Plan. (h) Except as described on Exhibit 3.19 as of the Closing Date, the ------------- Acquired Company will have no current or future liability with respect to any events or matters occurring, arising or accruing on or prior to such date hereof under any Benefit Plan that was not reflected in the Interim Financial Statements or that represents contributions required to be made under written terms of 2006 bonuses and employee benefits such Benefit Plan as 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. (bi) The Acquired Company does not maintain any Benefit Plan providing deferred or stock based compensation which is not reflected in the Interim Financial Statements. (j) Neither the Acquired Company nor any ERISA Affiliate of the Acquired Company has maintained, and neither now maintains, a Benefit Plan providing welfare benefits (as defined in ERISA Section 3(1)) to employees after retirement or other separation of service except to the extent required under Part 6 of Title I of ERISA and Code Section 4980B. (k) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time entitle any current or former employee (or any spouse, dependent or other family member of such employee) of the payment or vesting of, or increase the amount of, compensation due from SES Acquired Company or any ERISA Affiliate of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee the Acquired Company to severance pay, unemployment compensation or other similar any payment from SES contingent upon a change in control or any of its Affiliates. (c) As ownership of the date of this AgreementAcquired Company, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend accelerate the time of payment or modify vesting, or increase the amount, of any existing Company Benefit Plan, in each case with respect compensation due to any Transferred Employeesuch employee or former employee (or any spouse, dependent or other family member of such employee). (dl) None All Benefit Plans subject to Section 4980B of the Transferred Businesses Code, as amended from time to time, or Part 6 of Title I of ERISA or both have been maintained in good faith compliance with the requirements of such laws and any Liabilities under regulations (proposed or otherwise) issued thereunder. (m) No liability to the PBGC has been incurred as of the Closing Date by the Acquired Company or any Company Benefit Plan with respect to any misclassification ERISA Affiliate of a person as an independent contractor rather than as an employeethe Acquired Company, except for any misclassification that does not PBGC insurance premiums, and all such insurance premiums incurred or would not be expected accrued up to have, individually or in and including the aggregate, a material adverse effect on the Transferred Businesses, taken as a wholeClosing Date have been timely paid. (en) As Neither the Acquired Company or any ERISA Affiliate of the ClosingAcquired Company maintains or has maintained, Splitco will not sponsor, maintain, has contributed to or has been required to contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except a multi-employer plan (as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iiidefined in Section 3(37) of ERISA). From No amount is due or owing from the Acquired Company on account of a multi-employer plan (as defined in Section 3(37) of ERISA) on account of any withdrawal therefrom. (o) All annual reports (as described in Section 103 of ERISA) and after all Forms 5500 relating to the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue applicable provisions of the transactions contemplated by this Agreement or otherwise, with respect Code required to or be filed in connection with (i) any Company one or more of the Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; have been timely and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or properly filed in accordance with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closingapplicable law.

Benefit Plans. (a) Schedule 4.20(a)(i) containsWith respect to any collective bargaining agreement or any bonus, as of the date of this Agreementpension, a list of all material employee pension or welfare benefit plansprofit sharing, bonusdeferred compensation, incentive compensation, stock ownership, stock purchase, stock option, stock purchasephantom stock, deferred compensationretirement, vacation, severance, disability, vacation paydeath benefit, sick payhospitalization, medical or other plans plan, policy, program, arrangement or arrangements understanding (whether or not legally binding) including "employee pension 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) (sometimes referred herein as "Welfare Plans")(collectively, "Plans") providing benefits to any current or former employee, officer or director of Fredonia or any of the Fredonia Subsidiary that are in effect on the date hereof, and employee fringe benefit plans all Plans currently maintained, or contributed to, or required to be maintained or contributed to, by SES Fredonia or any other person or entity that, together with Fredonia, FSB, FBC or Sub, is treated as a single employer under Section 414(b), (c), (m) or (o) of its Affiliates for the benefit Internal Revenue Code of 1986, as amended (the "Code") or Section 4001(a) (14) or 4001(b) of ERISA (each a "Commonly Controlled Entity") (including each Pension Plan that Fredonia or any Transferred Employeecommonly controlled entity that is, or with respect within the last six years was, subject to Title IV of ERISA and for which any Fredonia, FSB, FBC or Sub could have material liability) (all of the Transferred Businesses could reasonably be expected foregoing such plans being herein referred to incur any liabilityas the "Fredonia Benefit Plans"), but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its SubsidiariesFredonia has delivered, or SES or its Affiliates with respect caused to the AMC-23 Businessbe delivered, 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 Bancshares true, complete and correct copies of (Ai) each Company Fredonia Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form)Plan, (Bii) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(iannual reports (Forms 5500) and (ii), (C) the most recent annual report on Form 5500 all schedules thereto filed with the Internal Revenue Service IRS with respect to each Company Fredonia Benefit Plan for the past five years (if any such report was required), (Diii) the most recent summary plan description with respect to for each Company Fredonia Benefit Plan (if any for which such summary plan description is required) and , (Eiv) 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. (b) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closing.,

Benefit Plans. (a) Schedule 4.20(a)(iExcept as disclosed in Section 4.13(a) contains, as of the date Company Disclosure Schedule, there exist no employment, severance, retention, termination or change-of-control agreements, arrangements or understandings between the Company or any of this Agreementits Subsidiaries and any individual current or former director or officer with a title of vice president or higher (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the "Employees") other than the Company's obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law ("COBRA"). (b) Section 4.13(b) of the Company Disclosure Schedule contains a complete and correct list of all material existing (i) "employee pension or benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (collectively, the "Pension Plans"), including any such Pension Plans that are "multiemployer plans" (as such term is defined in Section 4001(a)(3) of ERISA) (collectively, the "Multiemployer Pension Plans"), (ii) "employee welfare benefit plans, " (as defined in Section 3(1) of ERISA) and (iii) other bonus, stock optiondeferred compensation, severance pay, pension, profit-sharing, retirement, insurance, stock purchase, deferred compensation, severance, disabilitystock option, vacation pay, sick pay, pay or other plans or arrangements and employee fringe benefit plans plan or arrangement maintained, or contributed to, by SES the Company or any of its Affiliates Subsidiaries for the benefit of any Transferred Employee, of the Employees or with respect to which the Company has any of liability other than immaterial plans or arrangements (the Transferred Businesses could reasonably be expected to incur any liability, but excluding foregoing clauses (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 planscollectively, 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 the GE Entities true, Acquisition Corp. correct and complete and correct copies of (Ai) each Company Benefit Plan document (or a summary written description of the Company such Benefit Plan if it is not in written formno such formal document exists), (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 reports on Form 5500 as filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was requiredand all attachments thereto), (Diii) the most recent summary plan description with respect to for each Company Benefit Plan (if any for which such summary plan description is required, (iv) the most recent determination letter received from the Internal Revenue Service, if applicable, and (Ev) each trust agreement, insurance contract, 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. (b) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliatesif applicable. (c) As Except as disclosed in Section 4.13(c) of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on opinion letters issued for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as "GUST"), no such determination or opinion letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of this Agreement, except as contemplated by this Agreement, none such determination that could reasonably be expected to adversely affect the qualification of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company such Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have Benefit Plans is, and neither the Company or any Liabilities under of its Subsidiaries nor any Company Benefit Plan ERISA Affiliate maintains, contributes to or has any liability or potential liability with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans a "single employer plan" (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or any Employment AgreementsSection 302 of Title I of ERISA or Title IV of ERISA, except as provided under the Ancillary Agreements; and (ii) a "multiple employer plan" (as such term is defined in ERISA), (iii) a Multiemployer Pension Plan or (iv) a funded welfare benefit plan (as such term is defined in Section 419 of the Transferred Employees or Code). Each Benefit Plan and all of its related trusts have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other individuals who do or did at any time provide employment or employment-type services for or with applicable laws. With respect to Splitco each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or any of before the SES Entities, which arose Closing Date that are not yet due have been made or were incurred at any time prior to the Closing.properly accrued. All premiums or other

Benefit Plans. (a) Schedule 4.20(a)(iSection 3.11(i) contains, as of the date of this Agreement, Disclosure Letter includes a complete and accurate list of all material employee pension or welfare pension, retirement, profit sharing, Section 401(k), thrift-savings, individual retirement account, excess benefit plansplan, deferred compensation, incentive compensation, stock bonus, stock option, restricted stock, cash bonus, employee stock purchaseownership (including, deferred without limitation, payroll related employee stock ownership), severance pay, cafeteria, flexible compensation, severancelife insurance, medical, dental, disability, vacation pay, sick paywelfare, or other vacation plans or arrangements of any kind and employee any other Employee Pension Benefit Plan or Employee Welfare Benefit Plan (as defined in Section 3 of ERISA), incentive compensation plan or fringe benefit plans or any combination of the foregoing established, maintained, sponsored, contributed to or contributed to, otherwise participated in by SES or any of its Affiliates Seller for the benefit of any Transferred Employee, or with respect to which any of the Transferred Businesses could reasonably be expected employees of Seller employed in connection with the Business, copies of each of which have heretofore been delivered by Seller to incur any liability, but excluding Buyer. Section 3.11(i) of the Disclosure Letter also includes a complete and accurate list of all voluntary employees' beneficiary associations and related trusts (i"VEBA's") collective bargaining agreements, covering employees of the Business. (iib) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect Except for liabilities to the AMC-23 BusinessPBGC pursuant to Section 4007 of ERISA, is a party (including individual retention agreementsall of which have been fully paid, 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 Seller has made available no liability to the GE Entities truePBGC, complete and correct copies of (A) each Company Benefit nor has Seller ceased operations at any facility or withdrawn from any such Plan (or in a summary of the Company Benefit Plan if manner which would subject it is not in written formto liability under Section 4062(e), 4063 or 4064 of ERISA, and Seller knows of no facts or circumstances which might give rise to any liability of Seller or Buyer to the PBGC under Title IV of ERISA. (Bc) 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 Seller has no liability to the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required), (D) the most recent summary pension 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 qualified under Section 401 of the date hereof of 2006 bonuses Code or any funded welfare benefit plan in either case covering employees employed in connection with the Business, including any liability imposed by Sections 412, 4971, 4972, 4976, 4977, 4978, 4978A, 4979, 4979A and employee benefits 4980 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. (b) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred EmployeeCode. (d) None Seller, with respect to the Business, does not maintain or contribute to, and has not participated in or agreed to participate in, a Multi-employer plan as defined in Section 4001(a)(3) of ERISA and no event has occurred, and there exists no condition or set of circumstances, which presents a risk of the Transferred Businesses have occurrence of any Liabilities under withdrawal from or the partition, termination, reorganization or insolvency of any Company Benefit Multi-Employer Plan with respect to the Business which could result in any misclassification liability of Seller or Buyer to a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a wholeMulti-Employer Plan. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closing.

Benefit Plans. (a) Except as disclosed in the Company SEC Reports filed with the SEC prior to the date of this Agreement or as set forth in Section 3.11(a) of the Company Disclosure Schedule 4.20(a)(ior as expressly contemplated by this Agreement, there exists no employment, consulting, retention, change in control, severance or termination agreement or arrangement between the Company or any of the Company Subsidiaries and any individual current or former employee, officer or director of the Company or any of the Company Subsidiaries with respect to which the annual cash, noncontingent payments thereunder exceed $50,000. (b) containsSection 3.11(b) of the Company Disclosure Schedule contains a correct and complete list of all (i) "employee pension 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"), including any such Pension Plans that are "multiemployer plans" (as such term is defined in Section 4001(a)(3) of ERISA) (collectively, the "Multiemployer Pension Plans"), (ii) "employee welfare benefit plans" (as defined in Section 3(1) of ERISA), and (iii) all other benefit plans, policies, programs, agreements or arrangements, including but not limited to, any bonus, deferred compensation, severance pay, retention, change in control, employment, consulting, pension, profit-sharing, retirement, insurance, stock purchase, stock option, incentive or equity compensation or other fringe benefit plan, program, policy, agreement or arrangement, in each case maintained, contributed to or required to be contributed to, by the Company or any of the Company Subsidiaries or any trade or business, whether or not incorporated, that, together with the Company would be deemed a "single employer" within the meaning of Section 4001(b) of ERISA or Section 414 of the Code (each, an "ERISA Affiliate"), for the benefit of any current or former employees, officers, consultants or directors of the Company or any of the Company Subsidiaries, or with respect to which the Company or any of the Company Subsidiaries could reasonably have any liability (collectively, the "Benefit Plans"). Other than with respect to any Multiemployer Pension Plan, the Company has delivered or made available, or will make available within two (2) Business Days of the date of this Agreement, a list to Parent correct and complete copies 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 agreementseach Benefit Plan (including all amendments thereto) or written description of each Benefit Plan that is not otherwise in writing, (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 reports on Form 5500 and all schedules thereto filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required)Plan, to the extent applicable, (Diii) the most recent summary plan description with respect and summary of material modifications for each Benefit Plan, to each Company Benefit Plan the extent applicable, (if any such summary plan description is required) and (Eiv) each current trust agreement, insurance contract or policy, group annuity contract or and any other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered , to the GE Entities trueextent applicable, correct and complete information regarding (v) the current base salarymost recent actuarial report, 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 financial statement or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closing. (b) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliatesvaluation report, to any Transferred Employeethe extent applicable, and (iivi) result in any liability from SES or any of its Affiliates a current Internal Revenue Service favorable determination letter, to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliatesthe extent applicable. (c) As Except where such non-compliance or violation would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company or as set forth in Section 3.11(c) of the Company Disclosure Schedule, each Benefit Plan that is not a Multiemployer Pension Plan is and has at all times been operated and administered in accordance with its terms and in compliance with applicable Law, including but not limited to ERISA and the Code. (d) Except as set forth in Section 3.11(d) of the Company Disclosure Schedule, each Pension Plan that is not a Multiemployer Pension Plan intended to be "qualified" within the meaning of section 401(a) of the Code has received a recent and currently effective determination letter from the Internal Revenue Service that such Pension Plan is so qualified and exempt from taxation under section 401(a) and 501(a) of the Code, and, to the knowledge of the Company, no condition exists that would be expected to materially adversely affect such qualification. (e) None of the Benefit Plans is, and none of the Company or any of the Company Subsidiaries has ever (or in the case of clause (ii) hereof, within the six years prior to the date of this Agreement, except as contemplated by this Agreement, none of SES ) maintained or any of its Affiliates have announced a plan or is party had an obligation to a legally binding commitment contribute to (i) that would create any additional Company Benefit Plans a "single employer plan" (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Title IV of ERISA, (ii) a "multiple employer plan" or "multiple employer welfare arrangement" (as such terms are defined in ERISA) or (iii) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, there are no unpaid contributions due from the Company or a Company Subsidiary or any ERISA Affiliate prior to amend or modify any existing Company Benefit Plan, in each case the date hereof with respect to any Transferred EmployeeBenefit Plan that are required to have been made under the terms of such Benefit Plan, any related insurance contract or any applicable Law and all contributions due have been timely made. (df) None of the Transferred Businesses have Company or any Liabilities under of the Company Subsidiaries has incurred any liability or taken any action, and neither the Company nor any Company Benefit Plan Subsidiary has any knowledge of any action or event, that could reasonably be expected to cause any one of them to incur any liability (i) under Section 412 of the Code or Title IV of ERISA with respect to any misclassification "single-employer plan" (as such term is defined in Section 4001(a)(15) of ERISA), (ii) under Title IV of ERISA, including on account of a person partial or complete withdrawal (as such term is defined in Sections 4203 and 4205 of ERISA, respectively) with respect to any Multiemployer Pension Plan, (iii) on account of unpaid contributions to any Multiemployer Pension Plan, (iv) on account of the reorganization of any Multiemployer Pension Plan or increased contributions to avoid a reduction in benefits or an independent contractor rather than excise tax or (v) by reason of Section 4069, 4204 or 4212 of ERISA. (g) None of the Company, any of the Company Subsidiaries or any ERISA Affiliate has engaged in a "prohibited transaction" (as an employeesuch term is defined in Section 406 of ERISA and Section 4975 of the Code) or any other breach of fiduciary responsibility with respect to any Benefit Plan that reasonably could be expected to subject the Company or any of the Company Subsidiaries to any material tax or penalty. (h) Except as set forth in Section 3.11(h) of the Company Disclosure Schedule, except for with respect to any misclassification Benefit Plan that does is not a Multiemployer Pension Plan, and, to the Company's actual knowledge with respect to any Multiemployer Pension Plan: (i) no filing, application or other matter is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body, and (ii) there is no action, suit, audit, investigation or claim pending, or to the Company's knowledge, threatened or anticipated that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect Material Adverse Effect on the Transferred Businesses, taken as a wholeCompany. (ei) As Except as set forth in Section 3.11(i) of the ClosingCompany Disclosure Schedule, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any none of the Company Benefit Plans or any Employment Agreementsof the Company Subsidiaries has any obligation to provide any health benefits or other non-pension benefits (whether or not insured) to retired or other former employees, directors or consultants, except as provided under specifically required by Part 6 of Title I of ERISA or Section 4980B of the Ancillary Agreements or that are Code ("COBRA"). (j) Except as set forth on Schedule 4.20(a)(iii). From and after in Section 3.11(j) of the ClosingCompany Disclosure Schedule, neither the GE Entities execution and delivery of this Agreement nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue the consummation of the transactions contemplated by this Agreement hereby, or otherwiseany termination of employment or service (or other event or occurrence) in connection therewith will (i) entitle any current or former employee, director or consultant of the Company or any of the Company Subsidiaries to any payment or benefit (or result in the funding of any such payment or benefit) or result in any forgiveness of indebtedness with respect to any such persons, (ii) increase the amount of any compensation, equity award or other benefits otherwise payable by the Company or any Company Subsidiary or (iii) result in connection with the acceleration of the time of payment, funding or vesting of any compensation, equity award or other benefits except as required under Section 411(d)(3) of the Code. (k) Except as set forth in Section 3.11(k) of the Company Disclosure Schedule, (i) any Company no Benefit Plans or any Employment Agreements, except as provided under Plan that is not a Multiemployer Pension Plan is a "nonqualified deferred compensation plan" subject to Section 409A of the Ancillary Agreements; Code and (ii) no amounts payable (individually or collectively and whether in cash, capital stock of the Transferred Employees Company or other property) under any of the Benefit Plans that are not Multiemployer Pension Plans, or, to the Company's actual knowledge with respect to any Multiemployer Pension Plan, or any other contract, agreement or arrangement with respect to which the Company or any Company Subsidiary may have any liability could fail to be deductible for federal income tax purposes by virtue of Section 404, 162(m) or Section 280G of the Code. (l) Neither the Company nor any of its ERISA Affiliates has used the services or workers provided by third party contract labor suppliers, temporary employees, "leased employees" (as that term is defined in Section 414(n) of the Code), or individuals who do have provided services as independent contractors to an extent that would reasonably be expected to result in the disqualification of any of the Benefit Plans that are not Multiemployer Pension Plans or did at the imposition of penalties or excise taxes with respect to the Benefit Plans that are not Multiemployer Pension Plans by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation. (m) Except as set forth in Section 3.11(m) of the Company Disclosure Schedule, each Benefit Plan that is not a Multiemployer Pension Plan can be freely amended, terminated or otherwise discontinued after the Effective Time without the consent of participants and without liability (other than ordinary administrative expenses) and neither the Company nor any time provide employment of the Company Subsidiaries has any express or employment-type services for implied commitment, whether legally enforceable or not, to adopt any new Benefit Plan or modify, change or terminate any existing Benefit Plan that are not Multiemployer Pension Plans other than as may be required by ERISA or the Code. Except as set forth on Section 3.11(m) of the Company Disclosure Schedule, no termination, discontinuance, load, market value adjustment or other similar fee or expense is or shall become payable by any Benefit Plan that is not a Multiemployer Pension Plan (or with respect to Splitco a Multiemployer Pension Plan, to the Company's actual knowledge) or the participants therein, or the Company or any of the SES EntitiesCompany Subsidiaries, which arose in connection with the discontinuance of contributions to, and/or the amendment or were incurred at termination of, any time prior such Benefit Plan. (n) The Neptune Employee Relief Fund has received a currently effective determination letter from the Internal Revenue Service that such Fund qualifies as a tax-exempt organization under Section 501(c)(3) of the Code, and to the Closingknowledge of the Company, no condition exists that would be expected to adversely affect such tax-exempt status.

Benefit Plans. (ai) Schedule 4.20(a)(i) contains, as 4.17(d)(i)-A of the date NXP Disclosure Schedule lists each material individual employment, consulting, severance, bonus or other similar contract with any Employee of this Agreement, a list of all the Business and each material employee pension benefit plan or welfare benefit plansarrangement providing for insurance coverage (including any self-insured arrangements that are clearly identified as such, bonusand any stop-loss insurance policies issued in connection with such self-insured arrangements), stock optionworkers’ benefits, stock purchasevacation benefits, severance benefits, retention, disability benefits, death benefits, hospitalization benefits, relocation benefits, cafeteria benefits, child care benefits, sabbatical, retirement benefits, deferred compensation, severancepension plan, disabilityprofit-sharing, vacation paybonuses, sick paystock options, phantom stock, restricted stock, stock appreciation, management equity participation plans or other plans forms of incentive compensation or arrangements and employee fringe benefit plans maintainedpost-retirement insurance, compensation or benefits for employees, consultants or directors that is currently in effect, maintained or contributed toto the Transferred Newcos, the Companies or any of their Subsidiaries or by SES NXP or any of its Affiliates for the benefit of and which covers any Transferred Employee, 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 former employee with respect to the AMC-23 Business. Such contracts, plans and arrangements with respect to the Business as are described in this Section 4.17(d)(i) are hereinafter collectively referred to as “Company Benefit Arrangements.” Schedule 4.17(d)(i)-B lists each material Company Benefit Arrangement that is a party being assumed in the Transaction or continued by the Transferred Newcos, any of the Companies or any of their Subsidiaries following the Closing (including individual retention agreements, including the “Assumed Company Benefit Arrangements”). (ii) Each Company Benefit Arrangement has been maintained in compliance in all material respects with its terms and with the requirements prescribed by any arising, or arising nominally, under a retention or other plan) and all Applicable Law that is applicable to such Company Benefit Arrangement. (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES has All payments and/or contributions required to be made available on or prior to the GE Entities trueClosing Date, 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 relation to any Company Benefit Plan. SES has also delivered to period ending on or before the GE Entities trueClosing Date, 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 NXP or any of its Affiliates in connection with Company Benefit Arrangements have been made to the applicable pension fund(s) and/or pension insurance company(ies), or other entity maintaining or managing the applicable Company Benefit Arrangement. (iv) NXP has made available to Trident complete and correct summaries of each Assumed Company Benefit Arrangement. (v) No suit, administrative proceeding, action or other litigation (other than Satlynx routine claims for benefits in the ordinary course) has been brought, or to the Knowledge of NXP, is threatened against or with respect to any of its Subsidiaries) to Splitco Company Benefit Arrangement, including any audit or inquiry by any of its Subsidiaries at ClosingGovernmental Authority. (bvi) The consummation of the transactions contemplated by this Agreement will not No Company Benefit Arrangement (other than life insurance arrangements) provides post-termination or retiree welfare benefits to any person for any reason, except (i) accelerate the time as may be required under Section 4980B of the payment Code or vesting of, similar state or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employeenon-U.S. law, (ii) result in any liability from SES or any benefits the full cost of its Affiliates to any Transferred Employee, which are borne by the employees or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliatesdisability benefits under a welfare plan that is fully provided for by insurance. (cvii) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional No Company Benefit Plans Arrangement maintains or (ii) contributes to, or has in the past sponsored, maintained or contributed to, any Employee Plan subject to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred EmployeeTitle IV of ERISA. (dviii) None of the Transferred Businesses have Newcos, the Companies, any Liabilities under of their Subsidiaries or any Company Benefit Plan with respect to ERISA Affiliate, or any misclassification of a person as an independent contractor rather than as an employeepredecessor thereof, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute contributes to, or have any Liability under, for or with respect has in the past contributed to, any Company Benefit Plans or any Employment Agreementsmultiemployer plan, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any defined in Section 3(37) of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the ClosingERISA.

Benefit Plans. (a) Section 3.13(a) of the Company Disclosure Schedule 4.20(a)(isets forth a true and complete list of each "employee benefit plan" (as defined in Section 3(3) containsof the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and each other material compensation, bonus, pension, profit sharing, deferred compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, employment, change-in-control, welfare, collective bargaining, severance, disability, death benefit, hospitalization and medical plan, program, policy and arrangement maintained or contributed to (or required to be contributed to) for the benefit of any current or former employee, officer or director of the Company and with respect to which the Company would reasonably be expected to have direct or contingent Liability (the "Company Benefit Plans"). (b) Except as set forth in Section 3.13(b) of the Company Disclosure Schedule, (i) none of the Company Benefit Plans is a "multiemployer plan" within the meaning of Section 3(37) of ERISA or is otherwise subject to Title IV of ERISA; (ii) none of the Company Benefit Plans (other than coverage mandated under Applicable Law) provides retiree medical or life insurance benefits to any Person; (iii) each Company Benefit Plan has been administered in compliance with its terms and the applicable provisions of ERISA, the Code and all other applicable laws, rules and regulations; (iv) neither the Company nor any entity required to be treated as a single employer with the Company under Section 414 of the Code has any unsatisfied Liability under Title IV of ERISA; (v) as of the date of this Agreement, a list there are no pending or, to the knowledge of all the Company, threatened investigations, claims or lawsuits in respect of any Company Benefit Plan; (vi) except as set forth on the Company Disclosure Schedule, no current or former employee, officer or director of the Company will become entitled to any material employee pension payment, benefit or welfare benefit plans, bonus, stock option, stock purchase, deferred compensation, severance, disability, vacation pay, sick payright, or other plans any materially increased and/or accelerated payment, benefit or arrangements and employee fringe benefit plans maintainedright, or contributed to, by SES or any of its Affiliates for the benefit of any Transferred Employee, or with respect to which any as a result 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 execution of Satlynx this Agreement 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 consummation of the foregoing being hereinafter called “Company Benefit Plans”)transactions contemplated hereby. SES has made available to the GE Entities true, complete and correct copies of (A) each No Company Benefit Plan (to which the Company has contributed or is or was required to contribute within the last seven years has any unfunded vested benefits or Liabilities which could result in any withdrawal Liability to the Company were the Company to effect a summary "complete withdrawal" or "partial withdrawal" from such Company Benefit Plan. Except as set forth in Section 3.13(b) of the Company Benefit Plan if it is not in written form)Disclosure Schedule, (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 no Company Benefit Plan (if to which the Company has contributed or is or was required to contribute within the last seven years has any such report was required), (D) the most recent summary plan description with respect to each unvested benefits or Liabilities. The Company Benefit Plan (if any such summary plan description is required) and (E) each trust agreement, group annuity contract has no unfunded or other funding and financing arrangement relating under funded Liability or Liabilities 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. (b) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closing.

Benefit Plans. (a) Schedule 4.20(a)(iExcept as disclosed in Section 3.13(a) contains, as of the date Company Disclosure Schedule, there exist no employment, consulting, severance, retention, termination or change-of-control agreements, arrangements or understandings between the Company or any of this Agreementits subsidiaries and any individual who is or was a current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its subsidiaries (collectively, the “Employees”) with respect to which the annual cash, noncontingent payments thereunder exceed $125,000 or where the contingent and noncontingent annual cash compensation is reasonably likely to exceed $200,000. (b) Section 3.13(b) of the Company Disclosure Schedule contains a complete list of all material (i) “employee pension or benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension Plans”), (ii) “employee welfare benefit plans, ” (as defined in Section 3(1) of ERISA) and (iii) other bonus, stock optiondeferred compensation, severance pay, pension, profit-sharing, retirement, insurance, stock purchase, deferred compensation, severance, disabilitystock option, vacation pay, sick pay, pay or other plans or arrangements and employee fringe benefit plans plan, arrangement or practice maintained, or contributed to, by SES the Company or any of its Affiliates subsidiaries for the benefit of any Transferred Employee, of the Employees or with respect to which any of the Transferred Businesses could reasonably be expected to incur Company has any liability, but excluding any non-United States benefit plans or arrangements (the foregoing clauses (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 planscollectively, agreements and arrangements providing for cash compensation and bonuses (all the foregoing being hereinafter called “Company Benefit Plans”). SES Except as set forth in Section 3.13(b) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries maintains any benefit plan or arrangement for employees outside of the United States other than those required by applicable local law. The Company has delivered or made available to the GE Entities true, Merger Sub or its representatives correct and complete and correct copies of (Ai) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form)Plan, (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 reports on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was requiredand all attachments thereto), (Diii) the most recent summary plan description with respect to for each Company Benefit Plan (if any for which such summary plan description is required) required and (Eiv) 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 the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections . (c) Except as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iiidisclosed in Section 3.13(c) contains a list of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans may either rely on opinion letters issued for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), and no such determination letter has been revoked. To the knowledge of the Company, there is no reasonable basis for the revocation of any such opinion or determination letter. (d) None of the Benefit Plans to be transferred by SES is, and none of the Company or any of its Affiliates subsidiaries has ever maintained or had an obligation to contribute to (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of Title I of ERISA or Title IV of ERISA, (ii) a “multiple employer plan” (as such term is defined in ERISA), (iii) any “multiemployer plan” as that term is defined in Section 4001(a)(3) of ERISA) (a “Multiemployer Plan”), or (iv) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). Each Benefit Plan and all related trusts, insurance contracts and funds has been maintained, funded and administered in all material respects in accordance with the terms of such Benefit Plan and in compliance in all material respects with the applicable provisions of ERISA, the Code and other than Satlynx applicable laws. There are no unpaid contributions, premiums or other payments due prior to the date hereof with respect to any Benefit Plan that are required to have been made under the terms of such Benefit Plan, any related insurance contract or any applicable law. None of the Company or any of its Subsidiaries) subsidiaries has incurred any liability or taken any action, and the Company does not have any knowledge of, any action or event that could reasonably be expected to Splitco or cause any one of its Subsidiaries at Closing. (b) The consummation of the transactions contemplated by this Agreement will not them to incur any liability (i) accelerate the time under Section 412 of the payment Code or vesting of, Section 302 of Title I of ERISA or increase the amount of, compensation due from SES or any Title IV of its Affiliates, ERISA with respect to any Transferred Employee“single-employer plan” (as such term is defined in Section 4001(a)(15) of ERISA), (ii) result on account of a partial or complete withdrawal (as such term is defined in any liability from SES or any Sections 4203 and 4205 of its Affiliates ERISA, respectively) with respect to any Transferred EmployeeMultiemployer Plan, or (iii) entitle on account of unpaid contributions to any Transferred Employee Multiemployer Plan. Neither the Company nor any of its subsidiaries has any unfunded liabilities with respect to severance payany deferred compensation, unemployment compensation retirement or other similar payment from SES Benefit Plan. (e) To the knowledge of the Company, neither the Company nor any of its subsidiaries has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) or any other breach of fiduciary responsibility with respect to any Benefit Plan subject to ERISA that reasonably could be expected to subject the Company or any of its Affiliates. subsidiaries or any Employee to (ci) any material tax or penalty on prohibited transactions imposed by Section 4975 or (ii) any liability under Section 502(i) or Section 502(l) of ERISA. As of the date of this Agreement, except as contemplated by this Agreementwith respect to any Benefit Plan: (i) no filing, none application or other matter is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of SES Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending, other than routine claims for benefits. (f) None of the Company or any of its Affiliates subsidiaries has any obligation to provide any health benefits or other welfare benefits to retired or other former employees, except as specifically required by Part 6 of Title I of ERISA (“COBRA”). Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have announced a plan or is party to a legally binding commitment been properly accrued. (ig) that would create any additional Except as described in Section 3.13(g) of the Company Disclosure Schedule, neither the Benefit Plans nor any other arrangement obligates the Company or (ii) any of its subsidiaries to amend pay any separation, severance, termination or modify similar benefit, accelerate any existing Company Benefit Planvesting schedule, or alter the timing of any benefit payment, in each case whole or in part, as a result of any transaction contemplated by this Agreement or, in whole or in part, as a result of a change in control or ownership within the meaning of any Benefit Plan (or any other arrangement) or Section 280G of the Code. (h) Neither the Company nor any subsidiary has any liability (potential or otherwise) with respect to any Transferred Employee. “employee benefit plan” (das defined in Section 3(3) None of ERISA) solely by reason of being treated as a single employer under Section 414 of the Transferred Businesses have any Liabilities under any Company Benefit Plan Code with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closingentity.

Benefit Plans. (a) Schedule 4.20(a)(iSection 2.14(a) contains, as of the date Company Disclosure Schedule sets forth each employee benefit plan, policy, program, practice, agreement, understanding, arrangement or commitment (whether written or underwritten) providing compensation, benefits or perquisites of this Agreementany kind, a list of all material employee pension or welfare benefit plansincluding executive compensation, bonusdeferred compensation, stock ownership, stock purchase, stock option, restricted stock, performance share, bonus and other incentive plans, pension, profit sharing, savings, thrift or retirement plans, employee stock purchaseownership plans, deferred compensationlife, health, dental and disability plans, vacation, severance pay, sick leave or dependent care plans, any cafeteria or tuition reimbursement plans and any "employee benefit plans" within the meaning of Section g(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (whether or not subject to ERISA), all employment, severance, disabilitygolden parachute or similar agreements (individually, vacation payan "EMPLOYEE BENEFIT PLAN" and collectively, sick paythe "EMPLOYEE BENEFIT PLANS"), currently or other plans within the past six years maintained by, contributed by or arrangements and employee fringe benefit plans maintained, or contributed to, by SES with respect to which an obligation to contribute exists on the part of the Company or any of its Affiliates for trades or businesses, whether or not incorporated, which, together with the benefit Company, is treated as a single employer under Section 414 of any Transferred Employeethe Code (collectively, "ERISA AFFILIATES"), or with respect to which the Company or any ERISA Affiliate may have any liability or obligation (direct, indirect, contingent or otherwise) to any employee, former employee, director or former director (or any of their dependents or beneficiaries) of the Transferred Businesses Company or any of its Subsidiaries or to any governmental entity. There have been delivered to Parent complete and correct copies of all written Employee Benefit Plans and any related trust agreements, insurance and other contracts and other funding arrangements, written descriptions of all unwritten Employee Benefit Plans, the current summary plan descriptions and current summaries of material modifications relating to each Employee Benefit Plan, the two most recent Forms 5500 required to have been filed with any appropriate government agency with respect to each Employee Benefit Plan, the most recent favorable determination letter issued for each Employee Benefit Plan and related trust that is intended to satisfy the qualification requirements of sections 401(a) and 501(a) of the Code (and the latest IRS form 5300 or 5307, whichever is applicable, filed with the IRS for each such Employee Benefit Plan), and all collective bargaining agreements pursuant to which an Employee Benefit Plan is maintained or contributions to an Employee Benefit Plan are or have been made. (b) No Employee Benefit Plan is, a "DEFINED BENEFIT PLAN" within the meaning of section 3(35) of ERISA to which ERISA applies applicable to or a plan to which the funding requirements of Section 412 of the Code or 302 of ERISA and neither the Company nor any ERISA Affiliate has or could have any liability with respect to any such plan. Neither the Company nor any ERISA Affiliate has ever contributed to, or withdrawn in a complete or partial withdrawal from, any multi-employer plan (within the meaning of Subtitle E of Title IV of ERISA) or incurred contingent liability under Section 4204 of ERISA. No Employee Benefit Plan provides for medical or health benefits (through insurance or otherwise) to individuals other than current employees of the Company (or spouses and dependents of such employees), except to the extent necessary to comply with "APPLICABLE BENEFITS LAW" (including, without limitation, section 4980B of the Code), and there has been no communication to any person that could reasonably be expected to incur promise or guarantee any liabilityemployee, but excluding former employee (ior any spouse, dependent or domestic partner of any employee or former employee) collective bargaining agreementsany retiree medical, life or other retiree benefits. "Applicable Benefits Law" refers to the legal requirements (iiwhether imposed by common law, statue or regulation or otherwise) all agreements with individuals applicable to which employee benefit plans sponsors thereof or their affiliates, services providers thereto or fiduciaries thereof or their affiliates or parties related thereto or their affiliates by the United States or any of Satlynx or its Subsidiaries, or SES or its Affiliates political subdivision thereof (including any requirements enforced by the IRS 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 employee benefit plans intended to the GE Entities true, complete and correct copies of (A) each Company Benefit Plan (or a summary of confer tax benefits on 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 Closingemployees). (b) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closing.

Benefit Plans. (ai) Schedule 4.20(a)(i“C”, Section (w)(i) contains, as of the date of this Agreement, Cannex Disclosure Letter contains a true and complete list of all material employee pension or welfare benefit planseach pension, bonusbenefit, stock optionretirement, stock purchasecompensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity, stock or stock-based, change in control, retention, severance, disabilityvacation, vacation paypaid time off, sick paywelfare, fringe-benefit and other similar agreement, plan, policy, program or other plans arrangement (and any amendments thereto), in each case whether or arrangements not reduced to writing and whether funded or unfunded, including, without limitation, each “employee fringe benefit plans plan” within the meaning of Section 3(3) of ERISA, which is or has ever been maintained, or sponsored, contributed to, or required to be contributed to by SES Cannex or any of its Affiliates Subsidiaries for the benefit of any Transferred Employeecurrent or former employee, officer, director, retiree, independent contractor or consultant or any spouse or dependent of such individual, or with respect to under which Cannex or its Subsidiaries or any of their ERISA Affiliates has or may have any Liability, contingent or otherwise (as listed on Schedule “C”, Section (w)(i)of the Transferred Businesses could reasonably be expected to incur Cannex Disclosure Letter, each, a “Cannex Benefit Plan”). Schedule “C”, Section (w)(i) of the Cannex Disclosure Letter separately identifies the plan sponsor of each Cannex Benefit Plan, whether such Cannex Benefit Plan is maintained for service providers working outside of the United States, and whether any liabilityCannex Benefit Plan provides accelerated, but excluding (i) collective bargaining agreements, enhanced or additional benefits in connection with a change in control. (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 Cannex has made available to 4Front, to the GE Entities trueextent applicable, correct 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 Cannex Benefit Plan: (A) the Cannex Benefit Plan documents and all amendments thereto and the related trust documents 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 including fidelity bond and fiduciary liability insurance policies related to the Cannex Benefit Plan, if any, in each case, as currently in effect; (B) the three most recent annual reports (IRS Form 5500) filed with the IRS, including all schedules and attachments and the most recent actuarial report, if any such report was required)any, and three most recent actuarial reports, if any; (DC) the most recent summary plan description and any summary of material modification thereto; (D) written communications to employees of Cannex relating to such Cannex Benefit Plan (including COBRA communications) and written communications from any Governmental Entity related to such Cannex Benefit Plan; (E) written descriptions of all non-written agreements relating to such Cannex Benefit Plan; and (F) the most recent non-discrimination tests performed under the Code for such Cannex Benefit Plan. (iii) Each Cannex Benefit Plan and related trust has been established, administered, funded and maintained in accordance with its terms and in compliance with all applicable Laws (including ERISA, the Code, the Patient Protection and Affordable Care Act and any applicable local Laws), and neither Cannex nor any of its ERISA Affiliates, nor any “party in interest” or “disqualified person” with respect to each Company the Cannex Benefit Plans has engaged in a non-exempt “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 of ERISA and neither Cannex nor any of its ERISA Affiliates has incurred, and no fact exists, that would be expected to result in any Liability (including, but not limited to, any Tax Liability or any fine or penalty under the Affordable Care Act) with respect to any Cannex Benefit Plan. No fiduciary has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Cannex Benefit Plan. Nothing has occurred with respect to any Cannex Benefit Plan that has subjected or could subject Cannex or any of its ERISA Affiliates to penalties under ERISA or to any Tax penalties under the Code. (iv) Other than as required under Section 601, et seq. of ERISA Section 4980B of the Code or other applicable Law, no Cannex Benefit Plan or other arrangement provides post-termination or retiree benefits to any individual for any reason. (v) To the knowledge of Cannex there is no pending or threatened action relating to any Cannex Benefit Plan (if any such summary plan description is requiredother than routine claims for benefits), and no Cannex Benefit Plan has within the three (3) and (E) each trust agreement, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered years prior to the GE Entities truedate hereof been the subject of an examination or audit by a Governmental Entity or the subject of an application or filing under, correct or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Entity. (vi) Each Cannex Benefit Plan has been administered, invested and complete information regarding the current base salaryfunded in compliance with its terms and in accordance with all applicable Law. All contributions, 2005 bonusesreserves or premium payments required to have been made or accrued, projections or that are due, as of the date hereof of 2006 bonuses and employee benefits of with respect to the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Cannex Benefit Plans to be transferred by SES have been timely made or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closingaccrued. (bvii) The consummation Neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will not (ieither alone or upon the occurrence of any additional or subsequent events): (A) entitle any current or former director, officer, employee, independent contractor or consultant of the business of Cannex and its Subsidiaries to severance pay or any other payment; (B) accelerate the time of the payment payment, funding or vesting ofvesting, or increase the amount of, of compensation due to any such individual; (C) increase the amount payable under or result in any other material obligation pursuant to any Cannex Benefit Plan; (D) result in "excess parachute payments" within the meaning of Section 280G(b) of the Code; or (E) require a "gross-up" or other payment to any "disqualified individual" within the meaning of Section 280G(c) of the Code. (viii) No Cannex Benefit Plan is or has ever been at any time in the past: (A) an “employee pension plan” (as defined in Section 3(2) of ERISA), subject to Title IV of ERISA or Section 412 of the Code; (B) a “multiemployer plan” (as defined in Section 3(37) of ERISA); (C) a “multiple employer plan,” as defined in Section 3(40) of ERISA, (D) a “voluntary employees’ beneficiary association,” as defined in Section 501(c)(9) of the Code, or (E) a “multiple employer welfare arrangement,” as defined in Section 3(40) of ERISA. Neither Cannex nor any of its ERISA Affiliates currently has an obligation to contribute to a “defined benefit plan” within the meaning of Section 3(3) of ERISA, a Multiemployer Plan, or any other plan subject to Title IV of ERISA or Section 412 of the Code. All Cannex Benefit Plans that are health and welfare plans are fully insured through insurance contracts, the premiums for which are paid directly by Cannex or one of its ERISA Affiliates, from SES its general assets or partly from its general assets and partly from contributions by plan participants. No insurance policy or contract relating to any such Cannex Benefit Plan requires or permits a retroactive increase in premiums or payments due thereunder. (ix) Each Cannex Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including, notices, rulings and proposed and final regulations) thereunder in all material respects. Cannex and its Subsidiaries do not have any obligation to gross up, indemnify or otherwise reimburse any individual for any excise taxes, interest or penalties incurred pursuant to Section 409A of the Code. (x) No Cannex Benefit Plan is: (A) a registered retirement savings plan (as defined in the Tax Act; or (B) a retirement compensation arrangement (as defined in the Tax Act. (xi) Each Cannex Benefit Plan can be amended, terminated, or otherwise discontinued in accordance with its terms, without material liabilities to 4Front, Cannex, or any of its their ERISA Affiliates, to any Transferred Employee, (ii) result other than ordinary administrative expenses typically incurred in any liability from SES or a termination event. Neither Cannex nor any of its ERISA Affiliates has any commitment or obligation nor has made any representations to any Transferred Employeeemployee, officer, manager, independent contractor, or (iii) entitle consultant, to adopt, amend, modify, or terminate any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Cannex Benefit Plan, in each case connection with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue consummation of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closing.

Benefit Plans. (a) Schedule 4.20(a)(i) contains, Except as set forth on SECTION 3.13 of the date Company Disclosure Schedule, there exist no employment, consulting, severance or termination agreements, arrangements or understandings between the Company or any of this Agreementits subsidiaries and any individual current or former employee, officer or director of the Company or any of its subsidiaries with respect to which the annual cash, noncontingent payments thereunder exceed $100,000 or where the contingent and noncontingent annual compensation is reasonably likely to exceed $100,000. (b) SECTION 3.13(b) of the Company Disclosure Schedule contains a complete list of all material (i) "employee pension or benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (collectively, the "PENSION PLANS"), including any such Pension Plans that are "multiemployer plans" (as such term is defined in Section 4001(a)(3) of ERISA) (collectively, the "MULTIEMPLOYER PENSION PLANS"), (ii) "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) and all other benefit plans and (iii) other bonus, bonusdeferred compensation, severance pay, pension, profit-sharing, retirement, insurance, stock purchase, stock option, stock purchase, deferred compensation, severance, disability, vacation pay, sick pay, or other plans or arrangements and employee fringe benefit plans plan, arrangement or practice maintained, or contributed to, by SES the Company or any of its Affiliates subsidiaries for the benefit of any Transferred Employeecurrent or former employees, officers or directors of the Company or any of its subsidiaries or with respect to which the Company has any liability (collectively, the "BENEFIT PLANS"). The Company has delivered to Parent correct and complete copies of the Transferred Businesses could reasonably be expected to incur any liability, but excluding (i) collective bargaining agreementseach Benefit Plan, (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 report, with schedules and auditors' reports, on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required)Plan, (Diii) the most recent summary plan description with respect to for each Company Benefit Plan (if any for which such summary plan description is required) required and (Eiv) each trust agreement, agreement and group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered . (c) All Pension Plans intended to be qualified plans have been the subject of favorable determination letters from the Internal Revenue Service to the GE Entities trueeffect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), correct and complete information regarding the current base salaryrespectively, 2005 bonuses, projections as of the date hereof of 2006 bonuses Code, or are standardized master or prototype plans for which the Internal Revenue Service has issued a notification letter, and employee benefits no such determination or notification letter has been revoked. To the knowledge of the Transferred Employees. Schedule 4.20(a)(iiiCompany, there is no reasonable basis for the revocation of any such determination letter. (d) contains a list None of the Benefit Plans is, and none of the Company Benefit Plans to be transferred by SES or any of its Affiliates subsidiaries has ever maintained or had an obligation to contribute to (other than Satlynx i) a "single employer plan" (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Title IV of ERISA, (ii) a "multiple employer plan" (as such term is defined in ERISA), (iii) a funded welfare benefit plan (as such term is defined in Section 419 of the Code) or (iv) a Multiemployer Pension Plan. There are no unpaid contributions due prior to the date hereof with respect to any Benefit Plan that are required to have been made under the terms of such Benefit Plan, any related insurance contract or any applicable law. None of the Company or any of its Subsidiaries) subsidiaries has incurred any liability or taken any action, and the Company does not have any knowledge of, any action or event that could reasonably be expected to Splitco or cause any one of its Subsidiaries at Closing. (b) The consummation of the transactions contemplated by this Agreement will not them to incur any liability (i) accelerate the time under Section 412 of the payment Code or vesting of, or increase the amount of, compensation due from SES or any Title IV of its Affiliates, ERISA with respect to any Transferred Employee"single-employer plan" (as such term is defined in Section 4001(a)(15) of ERISA), (ii) result on account of a partial or complete withdrawal (as such term is defined in any liability from SES or any Sections 4203 and 4205 of its Affiliates ERISA, respectively) with respect to any Transferred EmployeeMultiemployer Pension Plan, or (iii) entitle on account of unpaid contributions to any Transferred Employee Multiemployer Pension Plan. (e) None of the Company nor any of its subsidiaries has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) or any other breach of fiduciary responsibility with respect to severance pay, unemployment compensation or other similar payment from SES any Benefit Plan subject to ERISA that reasonably could be expected to subject the Company or any of its Affiliates. subsidiaries to (ci) any material tax or penalty on prohibited transactions imposed by Section 4975 or (ii) any material liability under Section 502(i) or Section 502(l) of ERISA. As of the date of this Agreement, except as contemplated by this Agreementwith respect to any Benefit Plan: (i) no filing, none application or other matter is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of SES Labor or any other governmental body and (ii) there is no action, suit or claim pending, other than routine claims for benefits. (f) None of the Company or any of its Affiliates subsidiaries has any obligation to provide any health benefits or other non-pension benefits to retired or other former employees, except as specifically required by Part 6 of Title I of ERISA ("COBRA"). (g) Each Benefit Plan and any related trust, insurance contract or fund have announced a been maintained, funded and administered in compliance in all material respects with its respective terms and in compliance in all material respects with all applicable laws and regulations, including, but not limited to, ERISA and the Code. No asset of the Company or any subsidiary is subject to any lien under ERISA or the Code. The Company and each subsidiary have complied in all material respects with the health care continuation requirements of Part 5 of Subtitle B of Title I of ERISA. (h) Neither the Company nor any subsidiary has any material liability or potential material liability under any employee benefit plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case arrangement with respect to any Transferred Employee. employee or former employee employed outside the United States (d) None the "NON U.S. PLANS"). Each Non U.S. Plan complies in form and operation in all material respects with the applicable laws and regulations of the Transferred Businesses have any Liabilities under any Company Benefit governing jurisdiction. Each Non U.S. Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not provides retirement or would not be expected to have, individually similar benefits or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a wholeother deferred compensation benefits is fully funded. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closing.

Benefit Plans. (a) Schedule 4.20(a)(i) containsExcept as disclosed in the Company Filed SEC Documents or as disclosed in Item 3.10 of the Company Disclosure Letter, as of since the date of this Agreementthe most recent audited financial statements included in the Company Filed SEC Documents, a list there has not been any adoption or amendment in any material respect by the Company or any of all material employee pension its subsidiaries of any collective bargaining agreement or welfare benefit plansany bonus, bonuspension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, stock purchasephantom stock, deferred compensationretirement, vacation, severance, disability, vacation paydeath benefit, sick payhospitalization, medical or other plans plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or trustee or director of the Company or any of its subsidiaries (collectively, "Benefit Plans"). Except as disclosed in the Company Filed SEC Documents or in Item 3.10 of the Company Disclosure Letter, there exist no employment, consulting, severance, termination or indemnification agreement, arrangements or understandings between the Company or any of its subsidiaries and any current or former employee, officer or director of the Company or any of its subsidiaries. (b) Item 3.10 of the Company Disclosure Letter contains a list and brief description of all "employee fringe pension benefit plans 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) and all other Benefit Plans maintained, or contributed to, by SES the Company or any of its Affiliates subsidiaries for the benefit of any Transferred Employeecurrent or former employees, officers or with respect to which trustees or directors of the Company or any of the Transferred Businesses could reasonably be expected its subsidiaries. The Company has delivered 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 Parent true, complete and correct copies of (Ai) 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), (Diii) the most recent summary plan description with respect to for each Company Benefit Plan (if any for which such summary plan description is required) required and (Eiv) 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 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. (b) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As Except as disclosed in Item 3.10 of the Company Disclosure Letter, all Pension Plans (i) have been the subject of determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Internal Revenue Code of 1986, as amended (the "Code"), and no such determination letter has been revoked nor, to the best knowledge of the Company, has revocation been threatened, nor has any such Pension Plan been amended since the date of this Agreement, except as contemplated by this Agreement, none of SES its most recent determination letter or application therefor in any of its Affiliates have announced a plan or is party to a legally binding commitment (i) respect that would create any additional Company Benefit Plans adversely affect its qualification or materially increase its costs, (ii) currently comply in all material respects in form and in operation with all applicable laws, including but not limited to amend or modify any existing Company Benefit PlanERISA and the Code and have been operated and administered in accordance with their respective terms, in each case and (iii) have been operated so as to qualify, where appropriate, for both Federal and state tax purposes, for income tax exclusions to its participants, tax-exempt income for its funding vehicle and the allowance of deductions and credits with respect to any Transferred Employeecontributions thereto. (d) Except as disclosed in Item 3.10 of the Company Disclosure Letter, no Pension Plan that the Company or any of its subsidiaries maintains, or to which the Company or any of its subsidiaries is obligated to contribute, other than any Pension Plan that is a "multiemployer plan" (as such term is defined in Section 4001(a)(3) of ERISA; collectively, the "Multiemployer Pension Plans"), had, as of the respective last annual valuation date for each such Pension Plan, an "unfunded benefit liability" (as such term is defined in Section 4001(a)(18) of ERISA), based on actuarial assumptions which have been furnished to Parent. None of the Transferred Businesses have Pension Plans has an "accumulated funding deficiency" (as such term is defined in Section 302 of ERISA or Section 412 of the Code), whether or not waived. None of the Company, any Liabilities of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Benefit Plans which are subject to ERISA, including the Pension Plans, any trusts created thereunder or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that could subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 or to any material liability under Section 502(i) or (1) of ERISA. None of such Benefit Plans or trusts has been terminated, nor has there been any "reportable event" (as that term is defined in Section 4043 of ERISA) with respect thereto, during the last five years. Neither the Company Benefit Plan nor any of its subsidiaries has suffered or otherwise caused a "complete withdrawal", or a "partial withdrawal" (as such terms are defined in Section 4203 and Section 4205, respectively, of ERISA) since the effective date of such Sections 4203 and 4205 with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a wholeMultiemployer Pension Plans. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have With respect to any Liability under, for or with respect to, any Company Benefit Plans or any Employment AgreementsPlan that is an employee welfare benefit plan, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue disclosed in Item 3.10 of the transactions contemplated by this Agreement or otherwiseCompany Disclosure Letter, with respect to or in connection with (i) any Company no such Benefit Plans Plan is unfunded or any Employment Agreementsfunded through a "welfare benefits fund", except as provided under such term is defined in Section 419(e) of the Ancillary Agreements; and Code, (ii) each such Benefit Plan that is a "group health plan", as such term is defined in Section 5000(b)(1) of the Transferred Employees Code, complies with the applicable requirements of Section 4980B(f) of the Code or state continuation coverage laws and (iii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without material liability to the Company or any other individuals who do of its subsidiaries on or did at any time provide employment or employment-type services for or with respect to Splitco or any after the consummation of the SES Entities, which arose or were incurred at any time prior to the ClosingMerger.

Benefit Plans. (a) Schedule 4.20(a)(iExcept as disclosed in Section 3.13(a) contains, as of the date of Company Disclosure Schedule or as otherwise contemplated by this Agreement, there exist no employment, consulting, severance or termination agreements, arrangements or understandings between the Company or any of its subsidiaries and any individual current or former employee, officer or director of the Company or any of its subsidiaries with respect to which the annual cash, noncontingent payments thereunder exceed $100,000 or where the contingent and noncontingent annual compensation is reasonably likely to exceed $150,000. (b) Section 3.13(b) of the Company Disclosure Schedule contains a complete list of all material (i) “employee pension or benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension Plans”), including any such Pension Plans that are “multiemployer plans” (as such term is defined in Section 4001(a)(3) of ERISA) (collectively, the “Multiemployer Pension Plans”), (ii) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and (iii) other bonus, bonusdeferred compensation, severance pay, pension, profit-sharing, retirement, insurance, stock purchase, stock option, stock purchase, deferred compensation, severance, disability, vacation pay, sick pay, or other plans or arrangements and employee fringe benefit plans plan, arrangement or practice maintained, or contributed to, by SES the Company or any of its Affiliates subsidiaries for the benefit of any Transferred Employeecurrent or former employees, officers or directors of the Company or any of its subsidiaries or with respect to which the Company has any of liability (collectively, 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 delivered or made available to the GE Entities true, Merger Sub correct and complete and correct copies of (Ai) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form)Plan, (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 reports on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required)Plan, (Diii) the most recent summary plan description with respect to for each Company Benefit Plan (if any for which such summary plan description is required) required and (Eiv) 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 the GE Entities true, correct and complete information regarding the current base salary, 2005 bonuses, projections . (c) Except as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iiidisclosed in Section 3.13(c) contains a list of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans may either rely on opinion letters issued for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), and no such determination letter has been revoked. To the knowledge of the Company, there is no reasonable basis for the revocation of any such determination letter. (d) None of the Benefit Plans to be transferred by SES is, and none of the Company or any of its Affiliates subsidiaries has ever maintained or had an obligation to contribute to (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Title IV of ERISA, (ii) a “multiple employer plan” (as such term is defined in ERISA) or (iii) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). There are no unpaid contributions, premiums or other than Satlynx payments due prior to the date hereof with respect to any Benefit Plan that are required to have been made under the terms of such Benefit Plan, any related insurance contract or any applicable law. None of the Company or any of its Subsidiaries) subsidiaries has incurred any liability or taken any action, and the Company does not have any knowledge of, any action or event that could reasonably be expected to Splitco or cause any one of its Subsidiaries at Closing. (b) The consummation of the transactions contemplated by this Agreement will not them to incur any liability (i) accelerate the time under Section 412 of the payment Code or vesting of, or increase the amount of, compensation due from SES or any Title IV of its Affiliates, ERISA with respect to any Transferred Employee“single-employer plan” (as such term is defined in Section 4001(a)(15) of ERISA), (ii) result on account of a partial or complete withdrawal (as such term is defined in any liability from SES or any Sections 4203 and 4205 of its Affiliates ERISA, respectively) with respect to any Transferred EmployeeMultiemployer Pension Plan, or (iii) entitle on account of unpaid contributions to any Transferred Employee Multiemployer Pension Plan. Neither the Company nor any of its subsidiaries has any unfunded liabilities with respect to severance payany deferred compensation, unemployment compensation retirement or other similar payment from SES Benefit Plan. (e) None of the Company nor any of its subsidiaries has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) or any other breach of fiduciary responsibility with respect to any Benefit Plan subject to ERISA that reasonably could be expected to subject the Company or any of its Affiliates. subsidiaries to (ci) any material tax or penalty on prohibited transactions imposed by Section 4975 or (ii) any liability under Section 502(i) or Section 502(l) of ERISA. As of the date of this Agreement, except as contemplated by this Agreementdisclosed in the Company Disclosure Schedule, with respect to any Benefit Plan: (i) no filing, application or other matter is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit or claim pending, other than routine claims for benefits. (f) Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, none of SES the Company or any of its Affiliates have announced a plan subsidiaries has any obligation to provide any health benefits or is party other non-pension benefits to a legally binding commitment (i) that would create any additional Company Benefit Plans retired or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreementsother former employees, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iiispecifically required by Part 6 of Title I of ERISA (“COBRA”). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closing.

Benefit Plans. (a) The employee benefit plans and agreements described on ------------- Schedule 4.20(a)(i) contains, as 6.dd. attached to the Disclosure Statement are the only ---------------- employee benefit plans and agreements maintained by SCC and any of the date Subsidiaries for the benefit of this Agreementtheir shareholders, a list of all material employee pension officers, directors, employees or welfare benefit plansindependent contractors, bonusincluding without limitation (i) any affirmative action plans or programs; (ii) current and deferred compensation, pension, profit sharing, severance, vacation, stock purchase, stock option, stock purchasebonus and incentive compensation benefits and other employee benefit plans (as defined in Title I, deferred compensationSubtitle A, severanceSection 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA")) for such shareholders, employees, directors, agents and independent contractors; and (iii) the medical, hospital, life, health, accident, disability, vacation paydeath and other fringe and welfare benefits for such shareholders, sick payemployees, or directors, agents and independent contractors, including any split-dollar life insurance policies, all of which plans, programs, practices, policies and other plans or individual and group 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 arisingunwritten compensation, fringe benefit, payroll or arising nominallyemployment practices, under a retention procedures or other plan) policies of any kind or description are hereinafter referred to as "Benefit Programs and (iii) all plansEmployment Policies." Except as disclosed on Schedule 6.dd., 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 (there are no -------------- contributions 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. (b) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation payments due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have Benefit Programs and Employment Policies. Except as disclosed on Schedule 6.dd., SCC, each -------------- Subsidiary, and each Benefit Program and Employment Policy are or will be, within the time permitted by law, in material compliance with the provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code") applicable to it. No Benefit Program or Employment Policy which is subject to the minimum funding standards of ERISA or the Code, if any, has incurred any Liabilities material accumulated funding deficiency within the meaning of ERISA or the Code. Neither SCC nor any Subsidiary has incurred any liability to the Pension Benefit Guaranty Corporation in connection with any Benefit Program or Employment Policy which is subject to Title IV of ERISA, if any. Except as disclosed on Schedule 6.dd., the -------------- assets of each Benefit Program and Employment Policy that are subject to Title IV of ERISA, if any, are sufficient to provide the benefits under any Company such Benefit Plan Program or Employment Policy which the Pension Benefit Guaranty Corporation would guarantee the payment thereof if such Benefit Program or Employment Policy terminated, and are also sufficient to provide all other benefits due under the Benefit Program or Employment Policy. No event which constitutes a "reportable event" as defined in Section 4043 of ERISA has occurred and is continuing with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not Benefit Program or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii)Policy covered by ERISA. From and after the Closing, neither the GE Entities Neither SCC nor any of their Affiliates will directly or indirectly have or incur Subsidiary has failed at any Liabilitiestime to provide to the extent required by law, whether by virtue of the transactions contemplated by this Agreement or otherwise, continuation coverage with respect to or in connection with (i) group health coverage to any Company Benefit Plans former employee under the Consolidated Omnibus Budget Reconciliation Act of 1985, or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees laws of any state to which SCC or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the ClosingSubsidiary is subject.

Benefit Plans. (a) Schedule 4.20(a)(i) containsExcept as disclosed in the Company SEC Documents or as disclosed in Item 3.10 of the Company Disclosure Schedule, as of since the date of this Agreementthe most recent audited financial statements included in the Company SEC Documents, a list there has not been any adoption or amendment in any material respect by the Company or any of all material employee pension its subsidiaries of any collective bargaining agreement or welfare benefit plansany bonus, bonuspension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, stock purchasephantom stock, deferred compensationretirement, vacation, severance, disability, vacation paydeath benefit, sick payhospitalization, medical or other plans plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of the Company or any of its subsidiaries (collectively, "Company Benefit Plans"). Except as disclosed in the Company SEC Documents or in Item 3.10 of the Company Disclosure Schedule, there exist no employment, consulting, severance, termination or indemnification agreements, arrangements or understandings between the Company or any of its subsidiaries and any current or former employee, officer or director of the Company or any of its subsidiaries. (b) Item 3.10 of the Company Disclosure Schedule contains a list of all "employee fringe pension benefit plans plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes referred to herein as "Company Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) and all other Company Benefit Plans maintained, or contributed to, by SES the Company or any of its Affiliates subsidiaries for the benefit of any Transferred Employeecurrent or former employees, officers or with respect to which directors of the Company or any of the Transferred Businesses could reasonably be expected its subsidiaries. The Company has delivered 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 Parent true, complete and correct copies of (Ai) each Company Benefit Plan (or a summary or, in the case of the any unwritten Company 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), (Diii) the most recent summary plan description with respect to for each Company Benefit Plan (if any for which such summary plan description is required) required and (Eiv) each trust agreement, agreement and group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered . (c) Except as disclosed in Item 3.10 of the Company Disclosure Schedule, all Company Pension Plans have been the subject of determination letters from the Internal Revenue Service to the GE Entities trueeffect that such Company Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), correct respectively, of the Code, and complete information regarding no such determination letter has been revoked nor, to the current base salarybest knowledge of the Company, 2005 bonuseshas revocation been threatened, projections nor has any such Company Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs. (d) No Company Pension Plan that is subject to Title IV of ERISA and that the Company or any of its subsidiaries maintains, or to which the Company or any of its subsidiaries is obligated to contribute, other than any Company Pension Plan that is a "multiemployer plan" (as such term is defined in Section 4001(a)(3) of ERISA; collectively, the "Company Multiemployer Pension Plans"), had, as of the respective last annual valuation date hereof for each such Company Pension Plan, an "unfunded benefit liability" (as such term is defined in Section 4001(a)(18) of 2006 bonuses and employee benefits ERISA), based on actuarial assumptions which have been furnished to Parent. None of such Company Pension Plans has an "accumulated funding deficiency" (as such term is defined in Section 302 of ERISA or Section 412 of the Transferred EmployeesCode), whether or not waived. Schedule 4.20(a)(iii) contains a list None of the Company, any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Company Benefit Plans which are subject to be transferred by SES ERISA, including the Company Pension Plans, any trusts created thereunder or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that could subject the Company, any of its subsidiaries or any officer of the Company or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closing. (b) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, subsidiaries to any Transferred Employee, (ii) result in any liability from SES material tax or any of its Affiliates penalty on prohibited transactions imposed by such Section 4975 or to any Transferred Employee, material liability under Section 502(i) or (iii1) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As ERISA. None of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional such Company Benefit Plans or trusts has been terminated, nor has there been any "reportable event" (iias that term is defined in Section 4043 of ERISA) to amend with respect thereto, during the last five years. Neither the Company nor any of its subsidiaries has suffered or modify any existing Company Benefit Planotherwise caused a "complete withdrawal," or a "partial withdrawal" (as such terms are defined in Section 4203 and Section 4205, in each case respectively, of ERISA) since the effective date of such Sections 4203 and 4205 with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a wholeMultiemployer Pension Plans. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with With respect to, to any Company Benefit Plans or any Employment AgreementsPlan that is an employee welfare benefit plan, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue disclosed in Item 3.10 of the transactions contemplated by this Agreement or otherwiseCompany Disclosure Schedule, with respect to or in connection with (i) any no such Company Benefit Plans Plan is unfunded or any Employment Agreementsfunded through a "welfare benefits fund," as such term is defined in Section 419(e) of the Code, except as provided under the Ancillary Agreements; and (ii) each such Company Benefit Plan that is a "group health plan," as such term is defined in Section 5000(b)(1) of the Transferred Employees Code, complies in all material respects with the applicable requirements of Section 4980B(f) of the Code and (iii) each such Company Benefit Plan (including any such Company Benefit Plan covering retirees or other former employees) may be amended or terminated without material liability to the Company or any other individuals who do of its subsidiaries on or did at any time provide employment or employment-type services for or with respect to Splitco or any after the consummation of the SES Entities, which arose or were incurred at any time prior to the ClosingMerger.

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, (iiSection 3.01(o)(i) of the Company Letter lists all agreements with individuals to which any material Company Benefit Plans. For purposes of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is this Agreement 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 truePlan” is, complete and correct copies of whether or not written, (A) each Company Benefit Plan (or a summary any “employee benefit plan” within the meaning of Section 3(3) of the Company Benefit Plan if it is not in written formEmployee Retirement Income Security Act of 1974, as amended (“ERISA”), (B) any compensation, stock purchase, stock option, equity or equity-based compensation, retention, severance, employment, individual consulting, change-of-control, transaction bonus, bonus, incentive, deferred compensation and other employee benefit plan, agreement, arrangement, program or policy, whether or not subject to ERISA, (C) any plan, agreement, program or policy providing vacation benefits, medical, dental, vision or prescription benefits, disability or sick leave benefits, life insurance, employee assistance program, supplemental unemployment benefits and post-employment or consulting agreements retirement benefits (including compensation or collective bargaining agreements set forth pension benefits), in Schedule 4.17(a)(ieach case (1) under which any current or former director, manager, officer, employee or individual independent contractor of the Company or any of its Subsidiaries has any right to benefits and for which the Company or any of its Subsidiaries has any Liability or (2) which are maintained, sponsored or contributed to by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries makes or is required to make contributions or with respect to which the Company or any of its Subsidiaries has any material Liability. (ii)) With respect to each material Company Benefit Plan, if applicable, the Company has made available to the Principal Investor prior to the date of this Agreement true and complete copies of (A) such Company Benefit Plan, including the current plan document and any amendments thereto and for any unwritten plan, a summary of the material terms, (B) the most recent summary plan description, (C) the most recent annual report on Form 5500 filed (including all schedules), (D) if the Company Benefit Plan is intended to qualify under Section 401(a) of the Code, the most recent determination or opinion letter received from the IRS, and (E) all material non-routine correspondence with respect to any Company Benefit Plan with a Governmental Entity within the Internal Revenue Service last three (3) years. (iii) Neither the Company nor any of its Subsidiaries maintains, sponsors, or contributes to (or is required to sponsor, maintain, or contribute to), or has within the preceding six (6) years maintained, sponsored or contributed to, or has any Liability, including on account of an ERISA Affiliate, under or with respect to, (A) any “defined benefit plan” (as defined in Section 3(35) of ERISA) that is subject to Section 412 or Section 430 of the Code or Title IV of ERISA, (B) any “multiemployer plan” (as defined in Section 3(37) of ERISA and 4001(a)(3) of ERISA), (C) any “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code) or that is or has been subject to Section 4063 or 4064 of ERISA, or (D) any “multiple employer welfare arrangement” (as defined in Section 3(40)(A) of ERISA). Neither Company nor any of its Subsidiaries has any Liability as a result of any time being considered a single employer with any other person under Section 414 of the Code. No Company Benefit Plan is a voluntary employee benefit association under Section 501(c)(9) of the Code. Neither the Company nor any of its Subsidiaries has engaged in any transaction described in sections 4069 or 4212(c) of ERISA or to which Section 4204 of ERISA applied. (iv) Each Company Benefit Plan is in compliance in all material respects with all applicable requirements of ERISA, the Code and other applicable Laws and has been administered in all material respects in accordance with its terms and such Laws. With respect to each Company Benefit Plan (if any such report was required)that is intended to qualify under Section 401(a) of the Code, (DA) such Company Benefit Plan has received a favorable determination or opinion letter has been issued by the most recent summary plan description IRS with respect to such qualification, (B) its related trust has been determined to be exempt from taxation under Section 501(a) of the Code and (C) to the knowledge of the Company, no event has occurred since the date of such qualification or exemption that would reasonably be expected to adversely affect such qualification or exemption. All contributions, premiums and expenses to or in respect of each Company Benefit Plan (if any such summary plan description is required) and (E) each trust agreementhave been paid in full or, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered to the GE Entities trueextent not yet due, correct and complete information regarding have been accrued on 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 applicable financial statements of the Company Benefit Plans in accordance with GAAP. Neither the Company nor any trustee, administrator or other third-party fiduciary and/or party in interest has engaged in any breach of fiduciary responsibility or any prohibited transaction to be transferred by SES which Section 406 or ERISA or Section 4975 of the Code applies and which would subject, or impose an indemnification obligation on, the Company or any of its Affiliates Subsidiaries with respect to the Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or Section 406 of ERISA. (v) Neither the Company nor any of its Subsidiaries has any Liability with respect to, and no Company Benefit Plan provides, retiree or post-employment health, medical, life insurance or death benefits to current or former employees or other individual service providers of the Company or any of its Subsidiaries beyond their retirement or other termination of service, other than Satlynx coverage mandated by COBRA or Section 4980B of the Code, or any similar state group health plan continuation Law, the premium cost of which is fully paid by such current or former employees or other individual service providers or their dependents. No Company Benefit Plan is maintained (or governed by the Laws) outside of the United States or provides benefits to any service provider who is based or provides substantial services (in whole or in part) outside of the United States. (vi) Neither the execution and delivery of this Agreement nor the consummation of the Equity Investment and the other transactions contemplated by this Agreement could (either alone or in combination with another event) (A) result in any payment from the Company or any of its Subsidiaries becoming due, or increase the amount of any compensation due, to any current or former employee, director, manager or individual independent contractor of the Company or any of its Subsidiaries, (B) increase any benefits otherwise payable under any Company Benefit Plan, (C) result in the acceleration of the time of payment, vesting of any compensation or benefits or forgiveness of indebtedness with respect to Splitco any current or former employee, director, manager or individual independent contractor of the Company or any of its Subsidiaries, (D) result in any funding, through a grantor trust or otherwise, of any compensation or benefits to any current or former employee, director, manager or individual independent contractor of the Company or any of its Subsidiaries at Closingunder any Company Benefit Plan or (E) result in any breach or violation of or default under or limit the Company’s right to amend, modify or terminate any Company Benefit Plan. (bvii) The Neither the execution and delivery of this Agreement nor the consummation of the Equity Investment and the other transactions contemplated by this Agreement will not could (ieither alone or in combination with another event) accelerate the time cause any amount to fail to be deductible by reason of Section 280G of the Code or be characterized as an “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code). (viii) Each Company Benefit Plan that constitutes in any part a “nonqualified deferred compensation” (as defined in Section 409A(d)(1) of the Code) has been operated and maintained, in form and operation, in all respects in accordance with Section 409A of the Code and applicable guidance of the Department of the Treasury and the Internal Revenue Service, and no amount under any such Company Benefit Plan has been, is or is reasonably expected to be subject to any Tax set forth under Section 409A(a)(1)(B) of the Code. No person is entitled to any gross-up, make-whole or other additional payment or vesting of, or increase from the amount of, compensation due from SES Company or any of its AffiliatesSubsidiaries in respect of any Tax (including taxes imposed under Section 4999 or 409A of the Code). (ix) Since January 1, 2018, there have been no pending, or, to the knowledge of the Company, threatened, material claims, investigations, audits or litigation against or involving any Transferred EmployeeCompany Benefit Plan, other than ordinary claims for benefits by participants and beneficiaries. (iix) result in Each Company Benefit Plan can be terminated at any liability from SES time for any or no reason by the Company or any of its Affiliates Subsidiaries without any past, present or future Liability or obligation to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES the Company or any of its Affiliates. Subsidiaries (cother than solely administrative expenses related to such termination). No consents, approvals or other actions of any third party (other than solely administrative processes) As of are required to effect the date of this Agreement, except as actions contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case the Separation Agreement with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a wholePlans. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closing.

Benefit Plans. (a) Schedule 4.20(a)(iSection 3.19(a)(1) contains, as of the date of this Agreement, Disclosure Schedule 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, Benefit Plans sponsored 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 Company or its SubsidiariesSubsidiaries (collectively, 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 Section 3.19(a)(2) of the Disclosure Schedule contains a list of each Benefit Plan sponsored by the Seller or any ERISA Affiliate other than the Company or its Subsidiaries (collectively, the “Non-Company Benefit Plans”). Section 3.19(a)(3) of the Disclosure Schedule contains a description of each unwritten Benefit Plan. The Company has made available to the GE Entities true, Purchaser true and complete and correct copies of: (i) all documents setting forth the written terms of (A) each Company Benefit Plan (or a summary of including amendments since the Company Benefit Plan if it is not in written formmost recent restatement), (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 IRS or the Department of Labor with respect to each Company Benefit Plan (if any such report was required); (iii) the most recent determination letter issued to, or opinion letter issued with respect to, each Benefit Plan that is a Pension Plan and that that is intended to be qualified under Section 401(a) of the Code and any pending applications for a determination letter for any Company Benefit Plan; (Div) 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 material communications distributed to participants for each Company Benefit Plan whether or not required to provide a summary plan description; (v) all material personnel, payroll, and employment manuals and policies covering employees of the Company and its Subsidiaries; (Evi) each trust agreement, insurance or annuity contract, 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 to ; (vii) all notices that were given in the GE Entities true, correct and complete information regarding last three years by 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 Seller or any of its Affiliates (other than Satlynx including the Company or any of its Subsidiaries) or any Company Benefit Plan to Splitco the IRS, the Pension Benefit Guaranty Corporation, the Department of Labor, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, or any other Governmental Entity relating to a Company Benefit Plan; and (viii) all notices that were received by the Seller or any of its Affiliates (including the Company or any of its Subsidiaries) or any Company Benefit Plan in the last three years from the IRS, the Pension Benefit Guaranty Corporation, the Department of Labor, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, or any other Governmental Entity to the Company, any of its Subsidiaries or relating to any Company Benefit Plan. (b) Each Company Benefit Plan has been documented, operated and administered in all material respects in accordance with its terms and applicable Laws, including, but not limited to, ERISA and the Code. No Company Benefit Plan is a Pension Plan or is subject to Laws outside the United States. (c) Except as set forth in Section 3.19(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries have offered to provide health or life insurance coverage to any individual, or to the family members of any individual, for any period extending beyond the termination of the individual’s employment by the Company or any of its Subsidiaries at Closing. except to the extent required by the health care continuation (balso known as “COBRA”) The consummation provisions of ERISA and the Code or similar benefit continuation Laws. Each Company Benefit Plan that is a group health plan, as such term is defined in Section 5000(b)(1) of the transactions contemplated by this Agreement will not (i) accelerate the time Code, complies in all material respects with Sections 601 et seq. and 701 et seq. of ERISA and Section 4980B and Subtitle K of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred EmployeeCode. (d) None Neither the Company nor any of the Transferred Businesses its Subsidiaries have ever been required to issue any Liabilities under any Company Benefit Plan with respect to any misclassification notice of a person as an independent contractor rather than as an employee, except for plant closing or a mass layoff under the WARN Act or any misclassification that does not similar state or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a wholelocal Law. (e) As Neither the Company, any of its Subsidiaries nor, to the Seller’s Knowledge, any other Person, has committed an act or omission which could subject the Company or any of its Subsidiaries either to a material civil penalty under Section 502(c), 502(i), or 502(l) of ERISA or a material Tax imposed by Section 4975 of the ClosingCode. (f) Except as set forth in Section 3.19(f) of the Disclosure Schedule, Splitco will not sponsoreach Company Benefit Plan may be unilaterally amended or terminated by the Company or any of its Subsidiaries, maintainas applicable, contribute without material liability or penalty. (g) Except as set forth on Section 3.19(g) of the Disclosure Schedule, all contributions to, and any payments from, each Benefit Plan that may have been required to be made in accordance with the terms of such Benefit Plan, and, where applicable, the laws of the jurisdiction that govern such Benefit Plan, through the date hereof have been made in a timely manner in all material respects. There are no, and neither the Company nor any of its Subsidiaries have any, unfunded liabilities relating to any Benefit Plan which have not been fully accrued on the Most Recent Balance Sheet. (h) Other than routine claims for benefits that have not resulted in pending or have any Liability underthreatened Legal Proceedings, for there is no claim or with respect Legal Proceeding pending or, to Seller’s Knowledge, threatened against or relating to a Company Benefit Plan. (i) There is not now and, to the Seller’s Knowledge, there are no existing circumstances that could give rise to, any requirement for the posting of security with respect to a Benefit Plan or the imposition of any Lien on the assets of the Company Benefit Plans or any Employment Agreementsof its Subsidiaries under ERISA or the Code. (j) There does not now exist and, except as provided under to the Ancillary Agreements Seller’s Knowledge, there are no existing circumstances that could result in, any Controlled Group Liability that could be a liability of the Company or that are set forth on Schedule 4.20(a)(iii). From and after any of its Subsidiaries following the Closing. Without limiting the generality of the foregoing, neither the GE Entities Company, its Subsidiaries nor any of their its ERISA Affiliates will directly has within the last six years sponsored or indirectly contributed to any Pension Plan subject to Title IV of ERISA or Code Section 412, and the Company and its Subsidiaries have or incur not engaged in any Liabilities, whether by virtue transaction described in Section 4069 of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans ERISA or any Employment Agreements, except as provided transaction that constitutes a withdrawal under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any Section 4201 et seq. of the SES Entities, which arose or were incurred at any time prior to the ClosingERISA.

Benefit Plans. (a) Schedule 4.20(a)(iExcept as set forth in SCHEDULE 2.11, neither the Company nor the Subsidiaries maintain, sponsor, participate in or contribute to, or is required to contribute to, directly or indirectly, or has any obligation under: (i) containsAny employee benefit plan, employee pension benefit plan, employee welfare benefit plan (including any medical, dental, disability, accident or sickness, salary continuation or life insurance plan or arrangement), or multiemployer plan, all as defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), regardless of whether or not a plan is exempt from some or all of the date otherwise applicable requirements of this AgreementERISA; or (ii) Except as disclosed on the Financial Statements, a list of all any material employee pension or welfare benefit plansbonus, bonuscommission, deferred compensation, incentive compensation, restricted stock, stock purchase, stock option, stock purchaseappreciation right, deferred compensationdebenture, severancesupplemental pension, disabilityprofit sharing, vacation payroyalty pool, vacation, sick payleave, severance or termination pay policies, supplemental unemployment benefits plan, loan guarantee, relocation assistance, employee loan or other extensions of credit, or other plans similar material plan, program, agreement, policy, commitment, arrangement or arrangements and employee fringe benefit plans maintainedcurrently in effect under which current or former employees or their dependents, beneficiaries, representatives or contributed to, by SES estates are currently or any of its Affiliates for will in the benefit of any Transferred Employee, or with future be entitled to benefits. (b) With respect to which any of each plan, program, agreement, policy, commitment, arrangement or benefit described on SCHEDULE 2.11 (a "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 Company and the Subsidiaries have furnished to the AMC-23 BusinessPurchaser true, is a party (including individual retention agreementscorrect and complete copies of such Benefit Plans that are in written form, including any arisingamendments, if applicable, summary plan descriptions, if applicable, the Internal Revenue Service determination letter, if applicable, and the two most recent Forms 5500, 5500-C or arising nominally5500-R, under a retention or other plan) as applicable, 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 Purchaser the most recent actuarial reports of (A) or regarding such Benefit Plan. As to each Company Benefit Plan not reduced to writing, the Company and the Subsidiaries have made available to the Purchaser a description of all material elements of such plan. (c) Except as set forth in SCHEDULE 2.11: (i) Each Benefit Plan has been operated and administered in all material respects in accordance with its terms and applicable laws, including but not limited to ERISA and the Internal Revenue Code of 1986 as amended (the "Code") (as defined below). Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code either has received from the Internal Revenue Service, or timely applied for, a summary determination letter on such Benefit Plan's qualified status. (ii) Neither the Company nor the Subsidiaries nor any other party in interest (within the meaning of ERISA) has engaged in any non-exempt prohibited transaction with respect to any Benefit Plan under ERISA, the Code, and there is no pending assertion of the occurrence of any such transaction. (iii) All contributions required under applicable law or the terms of any Benefit Plan, collective bargaining agreement or other agreement relating to a Benefit Plan to be paid by the Company or the Subsidiaries for all periods prior to the Closing Date have been or will have been completely and timely made to each Benefit Plan when due, and the Company and the Subsidiaries have established adequate reserves on their books (which will be treated as a current liability for purposes of determining Working Capital at Closing) to meet liabilities for contributions accrued but that have not been made because they are not yet due and payable. (iv) To the Knowledge of the Company Benefit Plan if it and the Controlling Shareholders, there is not in written form), (B) any individual employment no current or consulting agreements pending investigation 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 audit by the Internal Revenue Service Service, the Department of Labor or any other governmental entity of any Benefit Plan, nor has the Company or the Subsidiaries received notification from any such governmental entity of such a pending audit or investigation, and there are no actions, suits or claims pending (other than routine claims for benefits) or threatened, with respect to each Company any Benefit Plan (if or against the assets of any such report was requiredBenefit Plan. (v) No Benefit Plan is or ever has been a plan subject to Title IV of ERISA, Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Code ("Pension Plan"), or is or ever has been a multiemployer plan as defined in Section 3(37) of ERISA or Section 414(f) of the Code (D"Multiemployer Plans"); neither the Company nor any Subsidiary has incurred any liability to the Pension Benefit Guaranty Corporation ("PBGC") the most recent summary plan description with respect to each Company Benefit Plan any Pension Plan, except for required premium payments, which payments have been made when due; no accumulated funding deficiency (if any such summary plan description is requiredwithin the meaning of Section 412 of the Code or Section 302 of ERISA) and or reportable event (Eas defined in Section 4043 of ERISA) each trust agreement, group annuity contract or other funding and financing arrangement relating has occurred with respect to any Pension Plan; no event has occurred in connection with any Pension Plan which could subject any Company Benefit or any Pension Plan. SES , or Purchaser, its Affiliates or any of their respective benefit plans, to liability under Section 4062, 4063 or 4064 of ERISA, and, no event has also delivered occurred which might give rise 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 any liability of the Company Benefit Plans to be transferred by SES or the Subsidiaries or any Pension Plan, or Purchaser, its Affiliates or any of its Affiliates (other than Satlynx their respective benefit plans, to the PBGC under Title IV of ERISA or which could reasonably be anticipated to result in any claims being made against the Company or the Subsidiaries or any of its Subsidiaries) to Splitco or any of its Pension Plan; and neither the Company nor the Subsidiaries at Closing. (b) The consummation has incurred nor, as a result of the transactions contemplated by this Agreement Agreement, will not incur any withdrawal liability (iincluding any contingent or secondary withdrawal liability) accelerate within the time meaning of Section 4201 and 4204 of ERISA to any Multiemployer Plan; upon a complete withdrawal or a partial withdrawal (as those terms are defined in Section 4203 and 4205, respectively, of ERISA) from a Multiemployer Plan occurring on or before the close of the payment or vesting of, or increase most recent fiscal year of each such Multiemployer Plan ended prior to the amount of, compensation due from SES or any of its AffiliatesClosing Date, to the Knowledge of the Company and Controlling Shareholders neither the Company nor the Subsidiaries would have been subject to withdrawal liability under Title IV, Subtitle E, Part 1 of ERISA and, there has been no material change in the financial condition of any Transferred Employee, (ii) Multiemployer Plan that would result in any the imposition of such liability from SES due to such complete or any of its Affiliates to any Transferred Employee, partial withdrawal on or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliatesbefore the Closing Date. (cvi) As of The Company and the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates Subsidiaries have announced a plan or is party complied in all material respects with all notice and continuation coverage requirements applicable to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided group health plans under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iiiConsolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to all medical and health benefits provided by the Company and the Subsidiaries that are subject to COBRA. (vii) No Benefit Plan amendments have been adopted nor will any such amendments be adopted prior to the Closing Date except as may be necessary for compliance purposes with the Code or in connection with (i) ERISA and there is no arrangement, commitment or understanding to create any Company additional plan which would constitute a Benefit Plan or increase the rate of benefit accrual or contribution requirement under any of the Benefit Plans or modify, change or terminate any Employment Agreementsexisting Benefit Plan. (viii) Neither the Company nor the Subsidiaries is a member of a "controlled group" of organizations (as defined in Sections 414(b), except as provided (c), (m) or (o) of the Code) which sponsors or maintains any employee benefit plan within the meaning of Section 3(3) of ERISA which under the Ancillary Agreements; and (ii) the Transferred Employees Title IV of ERISA or any other individuals who do section of the Code or did at ERISA would subject Purchaser, Company or any time provide employment or employment-type services for or with respect to Splitco Subsidiary, or any of their respective employee benefit plans or the SES Entitiesfiduciaries thereof or their respective assets to any taxes, which arose encumbrances, penalties or were incurred at any time prior to the Closingother liabilities.

Benefit Plans. (a) Except as disclosed in the Company Disclosure Schedule 4.20(a)(i) contains, or as of the date of expressly contemplated by this Agreement, there exist no employment, consulting, severance or termination agreements, arrangements or understandings between the Company or any of its subsidiaries and any individual current or former employee, officer or director of the Company or any of its subsidiaries with respect to which the annual cash, noncontingent payments thereunder exceed $100,000 or where the contingent and noncontingent annual compensation is reasonably likely to exceed $150,000. (b) The Company Disclosure Schedule contains a complete list of all material (i) “employee pension or benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension Plans”), including any such Pension Plans that are “multiemployer plans” (as such term is defined in Section 4001(a)(3) of ERISA) (collectively, the “Multiemployer Pension Plans”), (ii) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other benefit plans and (iii) other bonus, bonusdeferred compensation, severance pay, pension, profit-sharing, retirement, insurance, stock purchase, stock option, stock purchase, deferred compensation, severance, disability, vacation pay, sick pay, or other plans or arrangements and employee fringe benefit plans plan, arrangement or practice maintained, or contributed to, by SES the Company or any of its Affiliates subsidiaries for the benefit of any Transferred Employeecurrent or former employees, officers or directors of the Company or any of its subsidiaries or with respect to which the Company has any of liability (collectively, 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 Concurrently with the delivery of the Deferred Schedules, the Company shall deliver or make available to the GE Entities true, Merger Sub correct and complete and correct copies of (Ai) each Company Benefit Plan (or a summary of the Company Benefit Plan if it is not in written form)Plan, (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 reports on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required)Plan, (Diii) the most recent summary plan description with respect to for each Company Benefit Plan (if any for which such summary plan description is required) required and (Eiv) each trust agreement, agreement and group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered . (c) Except as disclosed in the Company Disclosure Schedule, all Pension Plans intended to be qualified plans have been the subject of favorable determination letters from the Internal Revenue Service to the GE Entities trueeffect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), correct and complete information regarding the current base salaryrespectively, 2005 bonuses, projections as of the date hereof of 2006 bonuses Code (taking into account the Laws commonly referred to as “GUST”), and employee benefits no such determination letter has been revoked. To the knowledge of the Transferred Employees. Schedule 4.20(a)(iiiCompany, there is no reasonable basis for the revocation of any such determination letter. (d) contains a list None of the Benefit Plans is, and none of the Company Benefit Plans to be transferred by SES or any of its Affiliates subsidiaries has ever maintained or had an obligation to contribute to (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Title IV of ERISA, (ii) a “multiple employer plan” (as such term is defined in ERISA) or (iii) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). There are no unpaid contributions, premiums or other than Satlynx payments due prior to the date hereof with respect to any Benefit Plan that are required to have been made under the terms of such Benefit Plan, any related insurance contract or any applicable Law. None of the Company or any of its Subsidiaries) subsidiaries has incurred any liability or taken any action, and the Company does not have any knowledge of, any action or event that could reasonably be expected to Splitco or cause any one of its Subsidiaries at Closing. (b) The consummation of the transactions contemplated by this Agreement will not them to incur any liability (i) accelerate the time under Section 412 of the payment Code or vesting of, or increase the amount of, compensation due from SES or any Title IV of its Affiliates, ERISA with respect to any Transferred Employee“single-employer plan” (as such term is defined in Section 4001(a)(15) of ERISA), (ii) result on account of a partial or complete withdrawal (as such term is defined in any liability from SES or any Sections 4203 and 4205 of its Affiliates ERISA, respectively) with respect to any Transferred EmployeeMultiemployer Pension Plan, or (iii) entitle on account of unpaid contributions to any Transferred Employee Multiemployer Pension Plan. Except as disclosed in the SEC Reports filed on or prior to severance paythe date hereof, unemployment compensation neither the Company nor any of its subsidiaries has any unfunded liabilities with respect to any deferred compensation, retirement or other similar payment from SES Benefit Plan. (e) To the knowledge of the Company, none of the Company nor any of its subsidiaries has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) or any other breach of fiduciary responsibility with respect to any Benefit Plan subject to ERISA that reasonably could be expected to subject the Company or any of its Affiliates. subsidiaries to (ci) any material tax or penalty on prohibited transactions imposed by Section 4975 or (ii) any liability under Section 502(i) or Section 502(l) of ERISA. As of the date of this Agreement, except as contemplated by this Agreementdisclosed in the Company Disclosure Schedule, with respect to any Benefit Plan: (i) no filing, application or other matter is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit or claim pending, other than routine claims for benefits. (f) Except as disclosed in the Company Disclosure Schedule, none of SES the Company or any of its Affiliates have announced a plan subsidiaries has any obligation to provide any health benefits or is party other non-pension benefits to a legally binding commitment (i) that would create any additional Company Benefit Plans retired or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreementsother former employees, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iiispecifically required by Part 6 of Title I of ERISA (“COBRA”). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closing.

Benefit Plans. (a) Schedule 4.20(a)(i3.13(a) containslists (i) each “employee benefit plan,” as such term is defined in Section 3(3) of ERISA, including without limitation, each “employee pension benefit plan” (as defined in Section 3(2) of ERISA) and each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) and (ii) each collective bargaining, incentive, bonus, performance award, phantom equity, stock or stock-based arrangements, plans, or programs, employment compensation, deferred compensation, pension, profit sharing, retirement, post-retirement, employment, consulting, severance, termination, change in control, separation, retention, vacation, sickness, life or other insurance, welfare, fringe benefit and incentive bonus contract, agreement, plan, program, policy or arrangement in which any Employee participates or to which any Employee is subject or party (the “Benefit Plans”). With respect to each Benefit Plan, Sellers have made available to Buyers or Buyers’ counsel, to the extent in existence as of the date of this AgreementAgreement and otherwise applicable, a list copy 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 agreementssuch Benefit Plan, including any arisingall amendments thereto, 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 Closingthereof. (b) The consummation There does not now exist, nor do any circumstances exist that would reasonably be expected to result in, any liability under Title IV of ERISA, Section 302 of ERISA or Section 412 or 4971 of the transactions contemplated by this Agreement will not Code, in each case, that would reasonably be expected to be a liability of Buyers following the Closing or result in the imposition of any Lien (iother than Permitted Liens) accelerate the time upon any of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its AffiliatesAssets. (c) As of Each Benefit Plan has been established, maintained and administered in all material respects in accordance with its terms and in substantial compliance with its terms, ERISA, the date of this Agreement, except as contemplated by this Agreement, none of SES or Code and any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company other applicable Laws governing the Benefit Plan, except for such noncompliance or impropriety that would not reasonably be expected to result in each case with respect to a material Liability of Buyers or in the imposition of any Transferred EmployeeLien (other than Permitted Liens) upon any of the Assets. (d) None of the Transferred Businesses have any Liabilities under any Company No Benefit Plan provides or has at any time provided for medical or death benefits with respect to current or former employees of any misclassification Seller or any ERISA Affiliate beyond termination of a person as an independent contractor rather their employment (other than as required to avoid an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As excise tax under Section 4980B of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iiiCode). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closing.

Benefit Plans. (a) Except as set forth on Schedule 4.20(a)(i3.14, neither the Company nor any Subsidiary has maintained or currently maintains any “employee pension benefit plan” (as defined in Section 3(2) containsof the Employee Retirement Income Security Act of 1974, as of the date of this Agreementamended (ERISA)) (a Pension Plan), a list of all material “employee pension or welfare benefit plansplan” (as defined in Section 3(1) of ERISA) (a Welfare Plan), bonusor other plan, arrangement, agreement or policy (written or oral) relating to stock options, stock optionpurchases, stock purchasecompensation, cash or equity incentive, deferred compensation, employment, severance, disabilityconsulting, vacation payretirement, sick payfringe benefits or other employee benefits, in 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 Subsidiary or any other person or entity that, together with the Company, is or was treated as a single employer under Section 414(b), (c), (m) or (o) of its Affiliates the Code (each together with the Company, a Commonly Controlled Entity) for the benefit of any Transferred Employeepresent or former officers, employees, agents, directors or with respect to which any independent contractors of the Transferred Businesses could reasonably be expected to incur Company or 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 Subsidiary (all the foregoing being hereinafter herein called “Company Benefit Plans”), excluding any Government-sponsored Benefit Plans maintained pursuant to any Applicable Law including, but not limited to, the laws of the United States or any foreign government. SES Seller has made available delivered to the GE Entities Parent true, complete and correct copies of of: (Ai) each Company Benefit Plan (or a summary or, in the case of any unwritten Benefit Plans, descriptions thereof), including without limitation each standard form of employment agreement used by the Company Benefit Plan if it is not in written form)or any Subsidiary, (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 for each Company Benefit Plan if required by Applicable Law; (if any such summary plan description is required) and (Eii) each trust agreement, group agreement and insurance or annuity contract or other funding and or financing arrangement relating to any Company Benefit Plan. SES has also delivered to ; and (iii) materials providing full and accurate details of outstanding entitlements (whether vested, contingent or otherwise) under the GE Entities true, correct 2003 JCF Group Management Fee Plan and complete information regarding the current base salary, 2005 bonuses, projections as any Share Scheme of the date hereof of 2006 bonuses and any employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list or former employee of the Company or any Subsidiary. None of the Benefit Plans is subject to Title IV of ERISA or is intended to be transferred tax-qualified under Section 401(a) of the Code and neither the Company nor any Subsidiary has any liability in respect of any plan previously maintained that was a defined benefit pension plan, subject to Title IV of ERISA or intended to be so tax-qualified. For the purposes of this Agreement, Share Schemes means any plans or arrangements operated by SES the Company or any Subsidiary under which shares or equity units may be delivered to, held on behalf of its Affiliates (other than Satlynx or placed under option or award to the employees or former employees of the Company or any of its Subsidiaries) to Splitco or any of its Subsidiaries at ClosingSubsidiary. (b) There are no investigations by any Government Entity, termination proceedings or other claims (except routine claims for benefits payable under the Benefit Plans) or Proceedings against or involving any Benefit Plan or asserting any rights to or claims for benefits under any Benefit Plan that could give rise to any material liability, and there are not any facts or circumstances that could give rise to any material liability in the event of any such investigation, claim or Proceeding. Table of Contents (c) Each Welfare Plan may be amended or terminated without material liability to the Company or any Subsidiary at any time after the Closing Date. The consummation group health plan maintained by the Company and each Subsidiary and listed on Schedule 3.14 is insured. (d) No employee of the Company or any Subsidiary shall be entitled to any additional benefits or any acceleration of the time of payment or vesting of any benefits under any Benefit Plan or otherwise and there will no be “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code) as a result of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except Except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From 3.14 and after except for expense account advances made in the Closingordinary course of business immediately prior to the incurrence of the related expenses, since July 30, 2002, neither the GE Entities Company nor any of their Affiliates will directly its affiliates has had any loans outstanding to any officer, director or indirectly have or incur any Liabilities, whether by virtue shareholder of the transactions contemplated by this Agreement Company or otherwise, with respect its affiliates that would be impermissible pursuant to or in connection with (iSection 13(k)(1) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and Exchange Act. (iif) Neither the Transferred Employees Company nor any Subsidiary has or has had in place any share incentive arrangements for its non-executive directors or any other individuals persons who do or did at any time provide employment or employment-type services for or with respect to Splitco or any are not employees of the SES EntitiesCompany or a Subsidiary. (g) Except as set forth on Schedule 3.14, which arose all benefit plans maintained by the Company, its Subsidiaries or were incurred at any time prior to its affiliates primarily outside the ClosingUnited States are in compliance in all material respects with Applicable Laws and there are no material unfunded liabilities accrued thereunder.

Benefit Plans. The Allied Disclosure Schedule sets forth a ------------- complete and correct list of all Benefit Plans (as defined below). Except as disclosed in the Allied Disclosure Schedule: (a) Schedule 4.20(a)(iEach "employee pension benefit plan" (as defined in Section 3(2) contains, as of the date of this AgreementERISA) (hereinafter a "Pension Plan"), a list of all material "employee pension or welfare benefit plansplan" (as defined in Section 3(1) of ERISA) (hereinafter a "Welfare Plan"), bonusand each other plan, stock optionprogram, stock purchasearrangement or policy (written or oral) relating to bonuses, deferred compensation, performance compensation, compensation, stock purchases, stock options, stock appreciation, severance, disabilitysalary continuation, vacation vacation, sick leave, holiday pay, sick payfringe benefits, personnel policies, reimbursement programs, incentives, insurance, welfare or other employee benefits, in 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 or any of its Affiliates Allied and the Allied Subsidiaries for the benefit of any Transferred Employeepresent or former officers, employees, agents, directors or with respect to which any independent contractors of Allied or 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 Allied Subsidiaries (all the foregoing being hereinafter herein called “Company "Benefit Plans”)") has been administered in accordance with its terms and all applicable laws and regulations. SES has made available All required contributions to the GE Entities trueBenefit Plans have been made. Allied, complete the Allied Subsidiaries and all the Benefit Plans are in compliance with the applicable provisions of ERISA, the Code, all other applicable laws and all applicable collective bargaining agreements. 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)all current and prior documents, (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii)including all amendments thereto, (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)have been delivered to Nationwide. Except as described in the Allied Disclosure Schedule, (D) copies of all summary plan descriptions, summaries of material modifications, other communications concerning the Benefit Plans, and the three most recent summary plan description with respect to Forms 5500 for 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 have also been 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 ClosingNationwide. (b) The consummation None of Allied or any other person or entity that together with Allied is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each a "Commonly Controlled Entity") maintains, sponsors or contributes to or within the past six years maintained, sponsored or contributed to a Pension Plan covered by Title IV of ERISA (a "Title IV Plan"). (c) Neither Allied nor a Commonly Controlled Entity is required to contribute to any "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) that has not been fully paid. (d) Except as described in the Allied Disclosure Schedule, there are no pending or threatened claims (other than routine benefit claims), lawsuits or arbitrations which have been asserted or instituted against any Benefit Plan, any of the fiduciaries thereof or Allied or the Allied Subsidiaries with respect to their duties under the Benefit Plans. (e) Neither Allied nor a Commonly Controlled Entity, nor any of their respective employees or directors, nor any fiduciary, has engaged in any transaction, including the execution and delivery of this Agreement and other agreements, instruments and documents for which execution and delivery by Allied is contemplated herein, in violation of Section 406(a) or (b) of ERISA or which is a "prohibited transaction" (as defined in Section 4975(c)(i) of the Code) for which no exemption exists under Section 408(b) of ERISA or Section 4975(d) of the Code or for which no administrative exemption has been granted under Section 408(a) of ERISA. (f) Except as set forth in the Allied Disclosure Schedule, the Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, received favorable determination letters from the IRS and Allied believes such Plans and their related trusts continue to qualify and operate as designed. Any voluntary employee benefit association which provides benefits to current or former employees of Allied and the Allied Subsidiaries, or their beneficiaries, received a favorable determination letter from the Internal Revenue Service and Allied believes such associations continue to qualify and operate as designed. Copies of all such determination letters have been delivered to Nationwide. No such trust or voluntary employee beneficiary association is subject to any excise tax or to taxation under Section 511 of the Code. (g) Allied and the Allied Subsidiaries have no liability (contingent or otherwise) under Section 4069 of ERISA by reason of a transfer of any underfunded pension plan. (h) A complete and correct copy of the most recent actuarial report (including for purposes of Financial Accounting Standards Board report nos. 87, 106 and 112) with respect to each Benefit Plan providing retiree medical or life insurance coverage for employees of Allied and the Allied Subsidiaries have been provided to Nationwide. Except as disclosed in the Allied Disclosure Schedule, no current employee of Allied or the Allied Subsidiaries would be entitled if his or her employment with Allied and the Allied Subsidiaries is terminated to any retiree medical or insurance coverage. (i) Except as disclosed in the Allied Disclosure Schedule any amount that could be received as a result of any of the transactions contemplated by this Agreement will by any employee, officer or director of Allied or any of the Allied Subsidiaries under any employment, severance or termination agreement, other compensation arrangement or Benefit Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G of the Code). (j) Except as disclosed in the Allied Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will, as a result of such transactions or any event occurring thereafter (i) accelerate the time of the result in any payment or vesting of, or increase the amount of, compensation becoming due from SES or any of its Affiliates, to any Transferred Employeeemployee (current, former or retired) of Allied and the Allied Subsidiaries, (ii) result in increase any liability from SES or benefits under any of its Affiliates to any Transferred Employee, Benefit Plan or (iii) entitle any Transferred Employee to severance payresult in the acceleration of the time of payment of, unemployment compensation vesting of or other similar payment from SES or any of its Affiliates. (c) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case rights with respect to any Transferred Employeesuch benefits. (dk) None The Allied Disclosure Schedule sets forth the amounts accrued in the financial statements of Allied for the amounts payable by Allied to any person covered by the Benefit Plans as of December 31, 1997 and an accurate computation based on the assumptions set forth therein of the Transferred Businesses have amounts that will be payable to any Liabilities such person for periods thereafter under any Company the Benefit Plan Plans. The financial statements of Allied include or will include proper accruals for all applicable benefits and taxes with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a wholeforegoing amounts. (el) As All group health plans of each Commonly Controlled Entity have been operated in compliance with the requirements of Sections 162(k) (as in effect immediately prior to the Technical and Miscellaneous Revenue Act of 1988), 4980B of the ClosingCode, Splitco will not sponsorand 9801 et seq. of the Code to the extent such requirements are applicable. (m) There has been no act or omission by any Commonly Controlled Entity that has given rise to or may give rise to fines, maintainpenalties, contribute totaxes, or have any Liability underrelated charges under Section 502(c), for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements(l), except as provided under the Ancillary Agreements; and (ii) the Transferred Employees Section 4071 of ERISA or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any Chapter 43 of the SES Entities, which arose or were incurred at any time prior to the ClosingCode.

Benefit Plans. The Allied Disclosure Schedule sets forth a complete and correct list of all Benefit Plans (as defined below). Except as disclosed in the Allied Disclosure Schedule: (a) Schedule 4.20(a)(iEach "employee pension benefit plan" (as defined in Section 3(2) contains, as of the date of this AgreementERISA) (hereinafter a "Pension Plan"), a list of all material "employee pension or welfare benefit plansplan" (as defined in Section 3(1) of ERISA) (hereinafter a "Welfare Plan"), bonusand each other plan, stock optionprogram, stock purchasearrangement or policy (written or oral) relating to bonuses, deferred compensation, performance compensation, compensation, stock purchases, stock options, stock appreciation, severance, disabilitysalary continuation, vacation vacation, sick leave, holiday pay, sick payfringe benefits, personnel policies, reimbursement programs, incentives, insurance, welfare or other employee benefits, in each case maintained or contributed to, or other plans or arrangements and employee fringe benefit plans maintained, required to be 47 52 maintained or contributed to, by SES or any of its Affiliates Allied and the Allied Subsidiaries for the benefit of any Transferred Employeepresent or former officers, employees, agents, directors or with respect to which any independent contractors of Allied or 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 Allied Subsidiaries (all the foregoing being hereinafter herein called “Company "Benefit Plans”)") has been administered in accordance with its terms and all applicable laws and regulations. SES has made available All required contributions to the GE Entities trueBenefit Plans have been made. Allied, complete the Allied Subsidiaries and all the Benefit Plans are in compliance with the applicable provisions of ERISA, the Code, all other applicable laws and all applicable collective bargaining agreements. 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)all current and prior documents, (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii)including all amendments thereto, (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)have been delivered to Nationwide. Except as described in the Allied Disclosure Schedule, (D) copies of all summary plan descriptions, summaries of material modifications, other communications concerning the Benefit Plans, and the three most recent summary plan description with respect to Forms 5500 for 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 have also been 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 ClosingNationwide. (b) The consummation None of Allied or any other person or entity that together with Allied is treated as a single employer under Section 414(b), (c), (m) or (o) of the transactions contemplated Code (each a "Commonly Controlled Entity") maintains, sponsors or contributes to or within the past six years maintained, sponsored or contributed to a Pension Plan covered by this Agreement will not Title IV of ERISA (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliatesa "Title IV Plan"). (c) As Neither Allied nor a Commonly Controlled Entity is required to contribute to any "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 date meaning of this Agreement, except as contemplated by this Agreement, none Section 4201 of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (iERISA) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employeehas not been fully paid. (d) None Except as described in the Allied Disclosure Schedule, there are no pending or threatened claims (other than routine benefit claims), lawsuits or arbitrations which have been asserted or instituted against any Benefit Plan, any of the Transferred Businesses have any Liabilities under any Company Benefit Plan fiduciaries thereof or Allied or the Allied Subsidiaries with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in their duties under the aggregate, a material adverse effect on the Transferred Businesses, taken as a wholeBenefit Plans. (e) As of the ClosingNeither Allied nor a Commonly Controlled Entity, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly respective employees or indirectly have directors, nor any fiduciary, has engaged in any transaction, including the execution and delivery of this Agreement and other agreements, instruments and documents for which execution and delivery by Allied is contemplated herein, in violation of Section 406(a) or incur any Liabilities, whether by virtue (b) of ERISA or which is a "prohibited transaction" (as defined in Section 4975(c)(i) of the transactions contemplated by this Agreement Code) for which no exemption exists under Section 408(b) of ERISA or Section 4975(d) of the Code or for which no administrative exemption has been granted under Section 408(a) of ERISA. (f) Except as set forth in the Allied Disclosure Schedule, the Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, received favorable determination letters from the IRS and Allied believes such Plans and their related trusts continue to qualify and operate as designed. Any voluntary employee benefit association which provides benefits to current or former employees of Allied and the Allied Subsidiaries, or their beneficiaries, received a favorable determination letter from the Internal Revenue Service and Allied believes such associations continue to qualify and operate as designed. Copies of all such determination letters have been delivered to Nationwide. No such trust or voluntary employee beneficiary association is subject to any excise tax or to taxation under Section 511 of the Code. (g) Allied and the Allied Subsidiaries have no liability (contingent or otherwise) under Section 4069 of ERISA by reason of a transfer of any underfunded pension plan. (h) A complete and correct copy of the most recent actuarial report (including for purposes of Financial Accounting Standards Board report nos. 87, 106 and 112) with respect to each Benefit Plan providing retiree medical or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as life insurance coverage for employees of Allied and the Allied Subsidiaries have been provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the ClosingNationwide.

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, (iiSection 3.01(o)(i) of the Company Letter lists all agreements with individuals to which any material Company Benefit Plans. For purposes of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is this Agreement 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 truePlan” is, complete and correct copies of whether or not written, (A) each Company Benefit Plan (or a summary any “employee benefit plan” within the meaning of Section 3(3) of the Company Benefit Plan if it is not in written formEmployee Retirement Income Security Act of 1974, as amended (“ERISA”), (B) any compensation, stock purchase, stock option, equity or equity-based compensation, retention, severance, employment, individual consulting, change-of-control, transaction bonus, bonus, incentive, deferred compensation and other employee benefit plan, agreement, arrangement, program or policy, whether or not subject to ERISA, (C) any plan, agreement, program or policy providing vacation benefits, medical, dental, vision or prescription benefits, disability or sick leave benefits, life insurance, employee assistance program, supplemental unemployment benefits and post-employment or consulting agreements retirement benefits (including compensation or collective bargaining agreements set forth pension benefits), in Schedule 4.17(a)(ieach case (1) under which any current or former director, manager, officer, employee or individual independent contractor of the Company or any of its Subsidiaries has any right to benefits and for which the Company or any of its Subsidiaries has any Liability or (2) which are maintained, sponsored or contributed to by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries makes or is required to make contributions or with respect to which the Company or any of its Subsidiaries has any material Liability. (ii)) With respect to each material Company Benefit Plan, if applicable, the Company has made available to the Principal Investor prior to the date of this Agreement true and complete copies of (A) such Company Benefit Plan, including the current plan document and any amendments thereto and for any unwritten plan, a summary of the material terms, (B) the most recent summary plan description, (C) the most recent annual report on Form 5500 filed (including all schedules), (D) if the Company Benefit Plan is intended to qualify under Section 401(a) of the Code, the most recent determination or opinion letter received from the IRS, and (E) all material non-routine correspondence with respect to any Company Benefit Plan with a Governmental Entity within the Internal Revenue Service last three (3) years. (iii) Neither the Company nor any of its Subsidiaries maintains, sponsors, or contributes to (or is required to sponsor, maintain, or contribute to), or has within the preceding six (6) years maintained, sponsored or contributed to, or has any Liability, including on account of an ERISA Affiliate, under or with respect to, (A) any “defined benefit plan” (as defined in Section 3(35) of ERISA) that is subject to Section 412 or Section 430 of the Code or Title IV of ERISA, (B) any “multiemployer plan” (as defined in Section 3(37) of ERISA and 4001(a)(3) of ERISA), (C) any “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code) or that is or has been subject to Section 4063 or 4064 of ERISA, or (D) any “multiple employer welfare arrangement” (as defined in Section 3(40)(A) of ERISA). Neither Company nor any of its Subsidiaries has any Liability as a result of any time being considered a single employer with any other person under Section 414 of the Code. No Company Benefit Plan is a voluntary employee benefit association under Section 501(c)(9) of the Code. Neither the Company nor any of its Subsidiaries has engaged in any transaction described in sections 4069 or 4212(c) of ERISA or to which Section 4204 of ERISA applied. (iv) Each Company Benefit Plan is in compliance in all material respects with all applicable requirements of ERISA, the Code and other applicable Laws and has been administered in all material respects in accordance with its terms and such Laws. With respect to each Company Benefit Plan (if any such report was required)that is intended to qualify under Section 401(a) of the Code, (DA) such Company Benefit Plan has received a favorable determination or opinion letter has been issued by the most recent summary plan description IRS with respect to such qualification, (B) its related trust has been determined to be exempt from taxation under Section 501(a) of the Code and (C) to the knowledge of the Company, no event has occurred since the date of such qualification or exemption that would reasonably be expected to adversely affect such qualification or exemption. All contributions, premiums and expenses to or in respect of each Company Benefit Plan (if any such summary plan description is required) and (E) each trust agreementhave been paid in full or, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered to the GE Entities trueextent not yet due, correct and complete information regarding have been accrued on 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 applicable financial statements of the Company Benefit Plans in accordance with GAAP. Neither the Company nor any trustee, administrator or other third-party fiduciary and/or party in interest has engaged in any breach of fiduciary responsibility or any prohibited transaction to be transferred by SES which Section 406 or ERISA or Section 4975 of the Code applies and which would subject, or impose an indemnification obligation on, the Company or any of its Affiliates Subsidiaries with respect to the Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or Section 406 of ERISA. (v) Neither the Company nor any of its Subsidiaries has any Liability with respect to, and no Company Benefit Plan provides, retiree or post-employment health, medical, life insurance or death benefits to current or former employees or other individual service providers of the Company or any of its Subsidiaries beyond their retirement or other termination of service, other than Satlynx coverage mandated by COBRA or Section 4980B of the Code, or any similar state group health plan continuation Law, the premium cost of which is fully paid by such current or former employees or other individual service providers or their dependents. No Company Benefit Plan is maintained (or governed by the Laws) outside of the United States or provides benefits to any service provider who is based or provides substantial services (in whole or in part) outside of the United States. (vi) Neither the execution and delivery of this Agreement nor the consummation of the Equity Investment and the other transactions contemplated by this Agreement could (either alone or in combination with another event) (A) result in any payment from the Company or any of its Subsidiaries becoming due, or increase the amount of any compensation due, to any current or former employee, director, manager or individual independent contractor of the Company or any of its Subsidiaries, (B) increase any benefits otherwise payable under any Company Benefit Plan, (C) result in the acceleration of the time of payment, vesting of any compensation or benefits or forgiveness of indebtedness with respect to Splitco any current or former employee, director, manager or individual independent contractor of the Company or any of its Subsidiaries, (D) result in any funding, through a grantor trust or otherwise, of any compensation or benefits to any current or former employee, director, manager or individual independent contractor of the Company or any of its Subsidiaries at Closingunder any Company Benefit Plan or (E) result in any breach or violation of or default under or limit the Company’s right to amend, modify or terminate any Company Benefit Plan. (bvii) The Neither the execution and delivery of this Agreement nor the consummation of the Equity Investment and the other transactions contemplated by this Agreement will not could (ieither alone or in combination with another event) accelerate the time cause any amount to fail to be deductible by reason of Section 280G of the Code or be characterized as an “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code). (viii) Each Company Benefit Plan that constitutes in any part a “nonqualified deferred compensation” (as defined in Section 409A(d)(1) of the Code) has been operated and maintained, in form and operation, in all respects in accordance with Section 409A of the Code and applicable guidance of the Department of the Treasury and the Internal Revenue Service, and no amount under any such Company Benefit Plan has been, is or is reasonably expected to be subject to any Tax set forth under Section 409A(a)(1)(B) of the Code. No person is entitled to any gross-up, make-whole or other additional payment or vesting of, or increase from the amount of, compensation due from SES Company or any of its AffiliatesSubsidiaries in respect of any Tax (including taxes imposed under Section 4999 or 409A of the Code). (ix) Since January 1, 2018, there have been no pending, or, to the knowledge of the Company, threatened, material claims, investigations, audits or litigation against or involving any Transferred EmployeeCompany Benefit Plan, other than ordinary claims for benefits by participants and beneficiaries. (iix) result in Each Company Benefit Plan can be terminated at any liability from SES time for any or no reason by the Company or any of its Affiliates Subsidiaries without any past, present or future Liability or obligation to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES the Company or any of its AffiliatesSubsidiaries (other than solely administrative expenses related to such termination). (c) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closing.

Benefit Plans. (a) Schedule 4.20(a)(iThe Bancshares Disclosure Letter lists (i) containseach employee bonus, as of the date of this Agreementincentive, a list of all material employee pension or welfare benefit plansdeferred compensation, bonusstock purchase, stock appreciation right, 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 agreementsand severance pay plan, (ii) all agreements with individuals to which any of Satlynx or its Subsidiarieseach pension, or SES or its Affiliates with respect to the AMC-23 Businessprofit sharing, is a party (including individual retention agreementsstock bonus, including any arisingthrift, or arising nominallysavings and employee stock ownership plan, under a retention or other plan) and (iii) all planseach health, agreements welfare, disability, vacation, leave, perquisite or executive plan, program, policy or practice, and arrangements providing for cash compensation and bonuses (all iv) every other employee benefit plan (within the foregoing being hereinafter called “Company meaning of Section three (3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (collectively "Bancshares Benefit Plans”)") which Bancshares or Liberty maintains or to which Bancshares or Liberty contributes on behalf of current or former employees. SES has made available Except as disclosed in the Bancshares Disclosure Letter, to the GE Entities trueknowledge of Bancshares, complete all of the Bancshares Benefit Plans listed in the Bancshares Disclosure Letter comply with all applicable requirements of the Internal Revenue Code, ERISA and correct copies all other applicable federal and state laws and regulations, including, without limitation, the reporting and disclosure requirements of (AERISA. Each of the Bancshares Benefit Plans which is intended to be a pension, profit sharing, stock bonus, thrift, savings or employee stock ownership plan that is qualified under Code Section 401(a) each Company has been determined by the IRS who so qualify under Code Section 401(a), and, except as disclosed in the Bancshares Disclosure Letter, to the knowledge of Bancshares, there exists no circumstances that would adversely affect the qualified status of any such Bancshares 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 under that Section. Except as set forth in Schedule 4.17(a)(i) and (ii)the Bancshares Disclosure Letter, (C) there is no pending or, to 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)knowledge of Bancshares, (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 agreementthreatened litigation, group annuity contract governmental proceeding or other funding and financing arrangement investigation against or relating to any Company Bancshares Benefit Plan, and to the knowledge of Bancshares there is no reasonable basis for any material proceedings, claims, actions or proceedings against Bancshares, Liberty, any Bancshares Benefit Plan, or any fiduciary of any Bancshares Benefit Plan. SES Except as set forth in the Bancshares Disclosure Letter, neither Bancshares, Liberty nor any party in interest (as defined in Section 3(14) of ERISA and Code Section 4975(e)) nor any Bancshares Benefit Plan has also delivered engaged in a "prohibited transaction" (as defined in Section 406 of ERISA and Code Section 4975(c)), and no Bancshares Benefit Plan has engaged in a transaction involving the purchase or sale of employer securities by such Plan from or to a "disqualified person" (within the GE Entities truemeaning of Code Section 4975), 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 Employeesother than pursuant to an exemption provided therein. Schedule 4.20(a)(iii) contains a list of the Company All Bancshares 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. (b) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after group health plans, within the Closingmeaning of Code Section 4980B or Section 601 of ERISA, neither have been operated in material compliance with the GE Entities nor any group health plan continuation coverage requirements of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closing.Code

Benefit Plans. (a) Schedule 4.20(a)(i) containsCitizens has delivered to the Company true and complete copies of all Plans (as defined below), and related trusts, if applicable, including all amendments thereto. Citizens has also delivered to the Company, with respect to each Plan required to file such report and/or description, the most recent report on Form 5500 and/or the summary plan description, as applicable. Further, Citizens has delivered the most recent determination letter, if any issued by the Internal Revenue Service, with respect to any Plan intended to be qualified under Section 401 of the Code. All Plans are listed on Schedule 3.16 or Schedule 3.18(a). There are no Plans of Citizens or any of its Subsidiaries which are not evidenced by such written documents. The term "Plan" shall include each of the following that are sponsored, maintained, or contributed to by Citizens or any of its Subsidiaries for the benefit of any of the present or former directors, officers, employees, agents, consultants, or other similar representatives providing services to or for Citizens or any of its Subsidiaries in connection with such service or any of the following that have been so sponsored maintained, or contributed to within six years prior to the date of this Agreement: (i) any "employee benefit plan" within the meaning of Section 3(3) of ERISA, a list (ii) any plans that would be employee benefit plans within the meaning of all material employee pension Section 3(3) of ERISA if they were subject to ERISA, such as foreign plans and plans for directors or welfare benefit plansindependent contractors, bonus(iii) any profit-sharing, pension, deferred compensation, incentive compensation, or bonus plan, arrangement, contract, or agreement, (iv) any stock option, stock purchase, deferred compensationstock bonus, severancestock ownership, disabilitystock appreciation rights, vacation pay, sick payphantom stock, or other plans stock plan (whether qualified or arrangements and employee fringe benefit plans maintainednonqualified), arrangement, contract, or contributed toagreement, by SES or (v) any of its Affiliates for the benefit of any Transferred Employeeseverance, or with respect to which any retainer, consulting, "cafeteria" benefits under Section 125 of the Transferred Businesses could reasonably be expected to incur any liabilityCode, but excluding (i) collective bargaining agreementshealth, (ii) all agreements with individuals to which any of Satlynx welfare or its Subsidiaries, incentive plan or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreementsagreement, including any arisingpost-employment benefits, (vi) any plan, agreement, contract, program, arrangement, or arising nominallypolicy providing for "fringe benefits", under a retention including, but not limited to, vacation, paid holidays, personal leave, employee discount, educational benefit or other plan) similar programs 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), (Bvii) 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 ClosingEmployee Agreement. (b) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) As of the date of this Agreement, except as contemplated by this Agreement, none of SES or any of its Affiliates have announced a plan or is party to a legally binding commitment (i) that would create any additional Company Benefit Plans or (ii) to amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Transferred Businesses have any Liabilities under any Company Benefit Plan with respect to any misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or would not be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Businesses, taken as a whole. (e) As of the Closing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their Affiliates will directly or indirectly have or incur any Liabilities, whether by virtue of the transactions contemplated by this Agreement or otherwise, with respect to or in connection with (i) any Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements; and (ii) the Transferred Employees or any other individuals who do or did at any time provide employment or employment-type services for or with respect to Splitco or any of the SES Entities, which arose or were incurred at any time prior to the Closing.