{"id":43424,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/hughes-spin-off-separation-agreement-he-holdings-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"hughes-spin-off-separation-agreement-he-holdings-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/hughes-spin-off-separation-agreement-he-holdings-inc-and.html","title":{"rendered":"Hughes Spin-Off Separation Agreement &#8211; HE Holdings Inc. and General Motors Corp."},"content":{"rendered":"<pre>\n                     HUGHES SPIN-OFF SEPARATION AGREEMENT,\n\n                         dated as of __________, 1997,\n\n                                 by and between\n\n                               HE HOLDINGS, INC.\n\n                                      and\n\n                           GENERAL MOTORS CORPORATION\n\n \n                               Table of Contents\n\n                                                                            Page\n\n1.   Definitions............................................................   2\n     -----------\n\n2.   Certain Intercompany Matters...........................................   9\n     ----------------------------\n     2.1   Capital Stock Matters............................................   9\n     2.2   Publicity........................................................  10\n     2.3   Further Assurances...............................................  10\n\n3.   Expenses...............................................................  11\n     --------\n     3.1   General..........................................................  11\n     3.2   Certain Costs Relating to Hughes Common Stock....................  11\n     3.3   Certain Transactions Costs.......................................  11\n\n4.   Covenants To Preserve Tax-Free Status Of Hughes Spin-Off...............  12\n     --------------------------------------------------------\n     4.1   Representations and Warranties...................................  12\n     4.2   Restrictions on Hughes...........................................  12\n     4.3   Cooperation and Other Covenants..................................  17\n     4.4   Indemnification for Tax Liabilities..............................  18\n     4.5   Procedure for Indemnification for Tax Liabilities................  19\n     4.6   Arbitration......................................................  20\n     4.7   Exclusive Remedies...............................................  21\n\n5.   Indemnification........................................................  21\n     ---------------\n     5.1   Indemnification by Hughes........................................  21\n     5.2   Indemnification by GM............................................  21\n     5.3   Other Liabilities................................................  22\n     5.4   Tax Effects of Indemnification...................................  22\n     5.5   Effect of Insurance Upon Indemnification.........................  22\n     5.6   Procedure for Indemnification Involving Third-Party Claims.......  23\n     5.7   Procedure for Indemnification Not Involving Third-Party Claims...  24\n     5.8   Exclusive Remedies...............................................  25\n\n6.   Miscellaneous..........................................................  25\n     -------------\n     6.1   Dispute Resolution...............................................  25\n     6.2   Survival.........................................................  25\n     6.3   Complete Agreement...............................................  25\n     6.4   Authority........................................................  25\n     6.5   Governing Law....................................................  25\n     6.6   Consent to Exclusive Jurisdiction................................  25\n     6.7   Notices..........................................................  26\n     6.8   Amendment and Modification.......................................  27\n     6.9   Binding Effect; Assignment.......................................  27\n\n                                      -i-\n\n \n     6.10  Third Party Beneficiaries........................................  27\n     6.11  Counterparts.....................................................  28\n     6.12  Waiver...........................................................  28\n     6.13  Severability.....................................................  28\n     6.14  Remedies.........................................................  28\n     6.15  Performance......................................................  28\n     6.16  References; Construction.........................................  28\n\n                                     -ii-\n\n \n                      HUGHES SPIN-OFF SEPARATION AGREEMENT\n                      ------------------------------------\n\n\n\n     This HUGHES SPIN-OFF SEPARATION AGREEMENT ('Agreement') is made and entered\ninto as of __________, 1997, by and between Hughes, a Delaware corporation, and\nGM, a Delaware corporation.  Capitalized terms used and not otherwise defined\nherein are defined in Section 1 below.\n\n                                    RECITALS\n                                    --------\n\n     WHEREAS, Hughes and Raytheon desire to combine the Raytheon Business with\nthe Hughes Business;\n\n     WHEREAS, Hughes and Raytheon have entered into the Hughes Merger Agreement,\npursuant to which Raytheon shall merge with and into Hughes, with Hughes as the\nsurviving corporation, in accordance with the terms and subject to the\nconditions thereof;\n\n     WHEREAS, as a condition to entering into the Hughes Merger Agreement,\nRaytheon has required that GM agree that, at the time of the consummation of the\nHughes Merger, Hughes be an independent, publicly owned company, comprising the\nDefense Business;\n\n     WHEREAS, in response to such requirement, GM and Raytheon have entered into\nthe Implementation Agreement and, as contemplated thereby, GM and Merger Sub\nhave entered into the Hughes Distribution Agreement, pursuant to which, subject\nto certain terms and conditions contained therein, Merger Sub shall merge with\nand into GM, with GM as the surviving corporation such that, among other things,\nthe holders of shares of GM $1 2\/3 Common Stock and the holders of shares of GM\nClass H Common Stock shall receive a distribution of shares of Hughes Class A\nCommon Stock (representing all of the outstanding common stock of Hughes) in the\nHughes Spin-Off;\n\n     WHEREAS, the parties intend that (a) the Hughes Merger constitute a tax-\nfree 'reorganization' within the meaning of Section 368(a) of the Code and (b)\nthe Hughes Spin-Off qualify as a tax-free (to GM and the holders of GM Common\nStock) spin-off within the meaning of Section 355 of the Code;\n\n     WHEREAS, the parties hereto have determined that in order to accomplish the\nobjectives of the Hughes Spin-Off and to facilitate the consummation thereof, it\nis necessary and desirable to restructure certain intercompany relationships,\nallocate certain liabilities and provide mutual indemnification, all as set\nforth herein;\n\n     WHEREAS, the execution and delivery of this Agreement is a condition to\nGM's obligation to consummate the transactions contemplated by the Hughes\nDistribution Agreement; and\n\n                                      -1-\n\n \n     WHEREAS, concurrently with the execution and delivery of this Agreement,\nGM, Telecom, Delco and Hughes are entering into certain other agreements\nrelating to the HEC Reorganization, the Hughes Spin-Off and\/or the relationships\nof the parties thereafter, including, without limitation, as to matters such as\ntaxes, indemnification, employee benefits, insurance, intellectual property,\nreal property, transition services and shared research and development;\n\n     NOW, THEREFORE, in consideration of the premises and the representations,\nwarranties, covenants and agreements herein contained, and for other good and\nvaluable consideration, the receipt and sufficiency of which are hereby\nacknowledged, and intending to be legally bound hereby, the parties hereby agree\nas follows:\n\n 1.  Definitions.\n     ----------- \n\n     'Active Trade or Business' means the active conduct of the trade or\nbusiness  (as defined in Section 355(b)(2) of the Code) conducted by Hughes\nimmediately prior to the Effective Time.\n\n     'Affiliate' means a Hughes Affiliate, a GM Affiliate or a Raytheon\nAffiliate, as the case may be.\n\n     'Business' means the Hughes Business, the GM Business or the Raytheon\nBusiness, as the case may be.\n\n     'Business Day' means any day other than a Saturday, a Sunday, or a day on\nwhich banking institutions located in the State of New York are authorized or\nobligated by law or executive order to close.\n\n     'Claim' has the meaning set forth in Section 5.7.\n\n     'Code' means the Internal Revenue Code of 1986, as amended from time to\ntime, together with the rules and regulations promulgated thereunder.\n\n     'Control' means the possession, direct or indirect, of the power to direct\nor cause the direction of the management and policies of a Person, whether\nthrough the ownership of voting securities, by contract, or otherwise.\n\n     'CPR Rules' means the Rules for Non-Administered Arbitration of Business\nDisputes promulgated by the Center for Public Resources, as in effect on the\ndate hereof.\n\n     'DGCL' means the General Corporation Law of the State of Delaware, as in\neffect on the date hereof and as the same may hereafter be amended from time to\ntime.\n\n     'Defense Business' has the meaning ascribed to such term in the Separation\nAgreement.\n\n     'Delco' has the meaning ascribed to such term in the Separation Agreement.\n\n                                      -2-\n\n \n     'Dispute Notice' means written notice of any dispute between GM and Hughes\narising out of or relating to this Agreement, which shall set forth, in\nreasonable detail, the nature of the dispute.\n\n     'Effective Time' means the date and time at which the Hughes Spin-Off\nMerger becomes effective.\n\n     'Exchange Act' means the Securities Exchange Act of 1934, as amended from\ntime to time, together with the rules and regulations promulgated thereunder.\n\n     'GM' means General Motors Corporation, a Delaware corporation.\n\n     'GM Affiliate' means a Person that, after giving effect to the Hughes Spin-\nOff, directly or indirectly through one or more intermediaries, is Controlled by\nGM.\n\n     'GM Business' means any business or operations of GM or any GM Affiliates\nother than the Hughes Business.\n\n     'GM Class H Common Stock' means the Class H Common Stock, par value $0.10\nper share, of GM.\n\n     'GM Class HT Common Stock' has the meaning ascribed to such term in the\nHughes Distribution Agreement.\n\n     'GM Common Stock' means the GM $1 2\/3 Common Stock and the GM Class H\nCommon Stock and, from and after the Effective Time, the GM Class HT Common\nStock.\n\n     'GM $1 2\/3 Common Stock' means the Common Stock, par value $1 2\/3 per\nshare, of GM.\n\n     'GM Disclosure Portions' means any material set forth in either the Hughes\nSpin-Off Registration Statement or the Hughes Merger Registration Statement (i)\nrelating to (A) Hughes, the capital stock of Hughes, the Hughes Business,\nfinancial information and data relating to Hughes (including both historical and\npro forma financial data) or (B) the GM Transactions or (ii) that otherwise does\nnot constitute a part of a Hughes Disclosure Portion.  For purposes of clause\n(i)(A), Hughes shall include Hughes only prior to the consummation of the Hughes\nMerger and shall not include Hughes as the surviving corporation of the Hughes\nMerger.\n\n     'GM Transactions' has the meaning ascribed to such term in the Hughes\nDistribution Agreement.\n\n     'GM Transfer Agent' means Boston EquiServe, L.P., in its capacity as the\ntransfer agent for the GM Common Stock.\n\n     'HEC Reorganization' has the meaning ascribed to such term in the Hughes\nDistribution Agreement.\n\n                                      -3-\n\n \n     'Hughes' means HE Holdings, Inc., a Delaware corporation, after giving\neffect to the consummation of the HEC Reorganization, and, upon the consummation\nof the Hughes Merger, the surviving corporation of the Hughes Merger.\n\n     'Hughes Affiliate' means a Person that, after giving effect to the Hughes\nSpin-Off, directly or indirectly through one or more intermediaries, Controls,\nis Controlled by, or is under common Control with Hughes.\n\n     'Hughes Business' means the Defense Business and, upon the consummation of\nthe Hughes Merger, the Raytheon Business.\n\n     'Hughes Capital Stock' means all classes or series of capital stock of\nHughes.\n\n     'Hughes Class A Common Stock' means the Class A Common Stock, par value\n$0.01 per share, of Hughes, as set forth in Hughes' Certificate of Incorporation\nas of immediately prior to the Effective Time.\n\n     'Hughes Class B Common Stock' means the Class B Common Stock, par value\n$0.01 per share, of Hughes, as set forth in Hughes' Certificate of Incorporation\nas of immediately prior to the Effective Time.\n\n     'Hughes Common Stock' means Hughes Class A Common Stock and Hughes Class B\nCommon Stock.\n\n     'Hughes Disclosure Portions' means all material set forth in either the\nHughes Spin-Off Registration Statement or the Hughes Merger Registration\nStatement relating to (i) Raytheon, the capital stock of Raytheon, the Raytheon\nBusiness, financial information and data relating to Raytheon (including both\nhistorical and pro forma financial data) or (ii) the Hughes Merger, plans\nregarding Hughes after the Hughes Merger and other forward-looking information\nregarding Hughes.\n\n     'Hughes Distribution Agreement' means the Agreement and Plan of Merger by\nand between GM and Merger Sub, dated as of ______, 1997, as amended from time to\ntime.\n\n     'Hughes Merger' means the merger of Raytheon with and into Hughes pursuant\nto the Hughes Merger Agreement, with Hughes as the surviving corporation.\n\n     'Hughes Merger Agreement' means the Agreement and Plan of Merger by and\nbetween Hughes and Raytheon, dated as of January 16, 1997, as amended from time\nto time.\n\n     'Hughes Merger Registration Statement' means the Registration Statement on\nForm S-4 filed or to be filed with the SEC by Hughes relating to the shares of\nHughes Class B Common Stock to be issued in connection with the Hughes Merger,\nas supplemented or amended from time to time.\n\n                                      -4-\n\n \n     'Hughes Spin-Off' means the distribution of Hughes Class A Common Stock to\nthe holders of GM Common Stock pursuant to the Hughes Spin-Off Merger.\n\n     'Hughes Spin-Off Merger' means the merger of Merger Sub with and into GM\npursuant to the Hughes Distribution Agreement, with GM as the surviving\ncorporation.\n\n     'Hughes Spin-Off Registration Statement' means the Registration Statement\non Form S-4 filed or to be filed with the SEC by Hughes relating to the shares\nof Hughes Class A Stock to be distributed in connection with the Hughes Spin-\nOff, as supplemented or amended from time to time.\n\n     'Hughes Transfer Agent' means ______________, in its capacity as the\ntransfer agent for the Hughes Common Stock.\n\n     'Implementation Agreement' means the Implementation Agreement by and\nbetween GM and Raytheon, dated as of January 16, 1997, as amended from time to\ntime.\n\n     'Indemnifying Party' means a Person that is obligated to provide\nindemnification under this Agreement.\n\n     'Indemnitee' means a Person that is entitled to seek indemnification under\nthis Agreement.\n\n     'Indemnity Payment' means an amount that an Indemnifying Party is required\nto pay to an Indemnitee under this Agreement.\n\n     'Insurance Proceeds' means the payment received by an insured from an\ninsurance carrier or paid by an insurance carrier on behalf of the insured, net\nof any applicable premium adjustment and tax effect.\n\n     'IRS' means Internal Revenue Service of the U.S. Department of Treasury or\nany successor agency.\n\n     'Losses' means all losses, liabilities, claims, obligations, demands,\njudgments, damages, dues, penalties, assessments, fines (civil or criminal),\ncosts, liens, expenses, forfeitures, settlements, or fees, reasonable attorneys'\nfees and court costs, of any nature or kind, whether or not the same would\nproperly be reflected on a balance sheet, and 'Loss' means any of these.\n\n     'Merger Sub' means __________ Corporation, a Delaware corporation and a\nwholly-owned subsidiary of GM.\n\n     'Negotiation Period' means the period of 20 Business Days following the\ninitial meeting of the representatives of GM and Hughes following the receipt of\na Dispute Notice.\n\n     'Notice' means any notice, request, claim, demand, or other communication\nunder this Agreement.\n\n                                      -5-\n\n \n     'Person' means an individual, partnership, joint venture, corporation,\ntrust, unincorporated association, any other entity, or a government or any\ndepartment or agency or other unit thereof.\n\n     'Prior Relationship' means the ownership relationships among GM, Hughes,\nTelecom and Delco at any time prior to giving effect to the consummation of the\nHEC Reorganization and the Hughes Spin-Off.\n\n     'Proposed Acquisition Transaction' means a transaction or series of\ntransactions as a result of which any Person or any group of related Persons\nwould acquire, or have the right to acquire, (i) from one or more holders of\noutstanding shares of Hughes Capital Stock, a number of shares of Hughes Capital\nStock that would comprise more than 15% of (A) the value of all outstanding\nshares of Hughes Capital Stock as of the date of such transaction, or in the\ncase of a series of transactions, the date of the last transaction of such\nseries, or (B) the number of the issued and outstanding shares of Hughes Class A\nCommon Stock or Hughes Class B Common Stock as of the date of such transaction,\nor in the case of a series of transactions, the date of the last transaction of\nsuch series, or (ii) from Hughes, all or a substantial portion of its assets or\nbusiness in exchange in whole or in part for equity interests in such Person or\ngroup which are received by holders of Hughes Capital Stock.\n\n     'Proposed Stock Buyback Transaction' means a transaction or series of\ntransactions as a result of which Hughes or a Hughes Affiliate would acquire, or\nhave the right to acquire, one or more shares of Hughes Capital Stock.\n\n     'Proposed Stock Issuance Transaction' means a transaction or series of\ntransactions as a result of which any Person would acquire, or have the right to\nacquire, from Hughes or a Hughes Affiliate, one or more shares of Hughes Capital\nStock.\n\n     'Raytheon' means Raytheon Company, a Delaware corporation.\n\n     'Raytheon Affiliate' means a Person that directly or indirectly through one\nor more intermediaries, Controls, is Controlled by, or is under common Control\nwith Raytheon.\n\n     'Raytheon Business' means any business or operations of Raytheon.\n\n     'Representation Date' means any date on which Hughes makes any\nrepresentation (i) to the IRS or to counsel selected by GM for the purpose of\nobtaining a Subsequent Tax Opinion\/Ruling, or (ii) to GM for the purpose of any\ndetermination required to be made by GM pursuant to Section 4.2.\n\n     'Representation Letters' means the representation letters and any other\nmaterials deliverable by GM and others in connection with the rendering by Tax\nCounsel and the issuance by the IRS of the Tax Opinions\/Rulings, which to the\nextent related to Hughes, Raytheon or the Surviving Corporation (as defined in\nthe Hughes Merger Agreement) shall be in form and substance reasonably\nsatisfactory to Hughes and Raytheon.\n\n                                      -6-\n\n \n     'Representative' means, with respect to any Person, any of such Person's\ndirectors, officers, employees, agents, consultants, advisors, accountants or\nattorneys.\n\n     'Request' has the meaning set forth in Section 5.7.\n\n     'Securities Act' means the Securities Act of 1933, as amended from time to\ntime, together with the rules and regulations promulgated thereunder.\n\n     'Separate Counsel' has the meaning set forth in Section 5.6(b).\n\n     'Separation Agreement' means the Master Separation Agreement by and among\nGM, Telecom, Delco and Hughes, dated as of ________, 1997, as amended from time\nto time.\n\n     'Service Agent' means (i) for GM, The Corporation Trust Company, with\noffices on the date hereof at 1209 Orange Street, Wilmington, County of New\nCastle, Delaware 19801; and (ii) for Hughes, The Corporation Trust Company, with\noffices on the date hereof at 1209 Orange Street, Wilmington, County of New\nCastle, Delaware.\n\n     'Subsequent Tax Opinion\/Ruling' means either (i) an opinion of counsel\nselected by GM, in its sole and absolute discretion, confirming, in form and\nsubstance reasonably satisfactory to GM, that, as a consequence of the\nconsummation of a subsequent transaction, (A) no income, gain or loss for U.S.\nfederal income tax purposes will be recognized by GM, the stockholders or former\nstockholders of GM, or any GM Affiliate with respect to the Hughes Spin-Off\nand\/or the Telecom Spin-Off, or (B) no income, gain or loss for U.S. federal\nincome tax purposes will be recognized by GM, Hughes, Raytheon or any of their\nAffiliates, or by Hughes' stockholders (including, without limitation, GM\nstockholders who become Hughes stockholders as a result of the Hughes Spin-Off),\nwith respect to the Hughes Merger; or (ii) an IRS private letter ruling to the\nsame effect.\n\n     'Subsidiary' means with respect to any specified Person, any corporation or\nother legal entity of which such Person or any of its Subsidiaries Controls or\nowns, directly or indirectly, more than 50% of the stock or other equity\ninterest entitled to vote on the election of members to the board of directors\nor similar governing body; provided, however, that for the purposes of this\nAgreement, neither Hughes nor any of the Subsidiaries of Hughes shall be deemed\nto be Subsidiaries of GM or of any of the Subsidiaries of GM.\n\n     'Tax' means (i) any income, gross receipts, license, payroll, employment,\nexcise, severance, stamp, occupation, premium, windfall profits, environmental\n(including taxes under Code Section 59A), customs duties, capital stock,\nfranchise, profits, withholding, social security (or similar), unemployment,\ndisability, real property, personal property, sales, use, transfer,\nregistration, value added, alternative or add-on, minimum, estimated, or other\ntax, assessment, or governmental charge of any kind whatsoever imposed by any\ngovernmental authority, including any interest, penalty, or addition thereto,\nwhether disputed or not; (ii) liability for the payment of any amounts of the\ntype described in clause (i) above arising as a result of being (or having been)\na member of any group or being (or having been) included or required to be\nincluded in any Tax Return related thereto; and (iii) liability for the payment\nof any amounts of the type described in clause (i) above as a result of\n\n                                      -7-\n\n \nany express or implied obligation to indemnify or otherwise assume or succeed to\nthe liability of any other Person.\n\n     'Tax Agreement' means the Tax Sharing Agreement by and among GM, Hughes and\nTelecom, dated as of ______, 1997, as amended from time to time, relating to\ncertain tax matters.\n\n     'Tax Counsel' means Kirkland &amp; Ellis, with respect to those Tax\nOpinions\/Rulings deliverable to GM relating to the transactions effectuated\npursuant to the Hughes Distribution Agreement, and Weil, Gotshal &amp; Manges, LLP,\nwith respect to the Tax Opinions\/Rulings deliverable to GM and Hughes relating\nto the transactions effectuated pursuant to the Hughes Merger Agreement.\n\n     'Tax-Free Status of the Hughes Merger' means the nonrecognition of taxable\nincome, gain or loss for U.S. federal income tax purposes to GM, Hughes,\nRaytheon and their Affiliates, and to Hughes' stockholders (including, without\nlimitation, GM stockholders who become Hughes stockholders as a result of the\nHughes Spin-Off) in connection with the Hughes Merger.\n\n     'Tax-Free Status of the Spin-Offs' means the nonrecognition of taxable gain\nor loss for U.S. federal income tax purposes to GM, GM Affiliates and GM's\nstockholders in connection with the Hughes Spin-Off and\/or the Telecom Spin-Off.\n\n     'Tax Opinions\/Rulings' means, collectively, the opinions of Tax Counsel and\nthe rulings by the IRS deliverable to GM in connection with (i) the transactions\ncontemplated by the Hughes Distribution Agreement and (ii) the transactions\ncontemplated by the Hughes Merger Agreement.\n\n     'Tax-Related Losses' means (i) all federal, state and local Taxes\n(including interest and penalties thereon) imposed pursuant to any settlement,\nfinal determination, judgment or otherwise; (ii) all accounting, legal and other\nprofessional fees, and court costs incurred in connection with such taxes; and\n(iii) all costs and expenses that may result from adverse tax consequences to GM\nor GM's stockholders (including all costs, expenses and damages associated with\nstockholder litigation or controversies) payable by GM or GM Affiliates.\n\n     'Telecom' has the meaning ascribed to such term in the Separation\nAgreement.\n\n     'Telecom Spin-Off' means the spin-off of Telecom by Hughes to GM included\nas part of the HEC Reorganization.\n\n     'Third-Party Claim' means any claim, suit, arbitration, inquiry, proceeding\nor investigation by or before any court, governmental or other regulatory or\nadministrative agency or commission or any arbitration tribunal asserted by a\nPerson other than GM or any GM Affiliate or Hughes or any Hughes Affiliate which\ngives rise to a right of indemnification hereunder.\n\n     'Voting Stock' means with respect to any Person, all classes and series of\nthe capital stock of such Person entitled to vote generally in the election of\ndirectors.\n\n                                      -8-\n\n \n 2.  Certain Intercompany Matters.\n     ---------------------------- \n\n      2.1  Capital Stock Matters.\n\n          (a) Recognition of Stockholders.  From and after the Effective Time\n     and until such Hughes Class A Common Stock is duly transferred in\n     accordance with applicable law, Hughes shall regard the Persons who were\n     record holders of GM $1 2\/3 Common Stock and the Persons who were record\n     holders of GM Class H Common Stock, in each case as of immediately prior to\n     the Effective Time, as the record holders of Hughes Class A Common Stock,\n     as described in and subject to the terms of the Hughes Distribution\n     Agreement, without requiring any action on the part of such Persons.\n     Hughes agrees that, subject to any transfers of such stock, (i) each such\n     holder shall be entitled to receive all dividends payable on, and exercise\n     voting rights and all other rights and privileges with respect to, Hughes\n     Class A Common Stock and (ii) each such holder shall be entitled, without\n     any action on the part of any such holder, subject to Section 2.3 of the\n     Hughes Merger Agreement, to receive one or more certificates representing\n     the shares of Hughes Class A Common Stock then held by it.\n\n          (b) GM Representations and Warranties.  GM hereby represents and\n     warrants that, as of immediately prior to the Effective Time, (i)\n     ___________ shares of GM $1 2\/3 Common Stock and ___________ shares of GM\n     Class H Common Stock will be issued and outstanding, (ii) all of such\n     shares will be validly issued, fully paid and nonassessable, and (iii)\n     there will be (x) no outstanding securities of GM or any of its\n     Subsidiaries convertible into or exchangeable for shares of GM $1 2\/3\n     Common Stock or GM Class H Common Stock and (y) other than stock options\n     granted pursuant to GM's employee benefit plans and other than as provided\n     in Article Fourth of GM's Amended and Restated Certificate of\n     Incorporation, no outstanding subscriptions, options, warrants, rights or\n     other arrangements or commitments to which GM is a party obligating GM to\n     issue any shares of GM $1 2\/3 Common Stock or GM Class H Common Stock.\n\n          (c) Hughes Representations and Warranties.  Hughes hereby represents\n     and warrants that, as of immediately prior to the Effective Time, (i)\n     102,630,503 shares of Hughes Class A Common Stock will be issued and\n     outstanding, (ii) all of such shares will be validly issued, fully paid and\n     nonassessable, (iii) all of such shares will be held of record by GM, (iv)\n     such shares shall represent all of the issued and outstanding Hughes\n     Capital Stock, and (v) there will be (x) no outstanding securities of\n     Hughes or any of its Subsidiaries convertible into or exchangeable for\n     shares of Hughes Class A Common Stock and (y) no outstanding subscriptions,\n     options, warrants, rights or other arrangements or commitments to which\n     Hughes is a party obligating Hughes to issue any shares of Hughes Class A\n     Common Stock.\n\n          (d) Cooperation of Transfer Agents; Stockholder Records.  GM shall\n     cooperate, and shall instruct the GM Transfer Agent to cooperate, with\n     Hughes and the Hughes Transfer Agent, and Hughes shall cooperate, and shall\n     instruct the Hughes Transfer Agent to cooperate, with GM and the GM\n     Transfer Agent, in connection with the Hughes Spin-Off\n\n                                      -9-\n\n \n     and all other matters relating to (i) the issuance and delivery of\n     certificates evidencing the shares of Hughes Class A Common Stock  (and\n     payment of cash in lieu of any fractional shares of Hughes Class B Common\n     Stock as described in the Hughes Merger Agreement) to be distributed in\n     respect of all shares of GM $1 2\/3 Common Stock and GM Class H Common Stock\n     outstanding as of immediately prior to the Effective Time and (ii) the\n     exchange of certificates evidencing the recapitalization and conversion of\n     all shares of GM Class H Common Stock outstanding as of immediately prior\n     to the Effective Time into shares of GM Class HT Common Stock.  Following\n     the Effective Time, GM shall instruct the GM Transfer Agent to distribute\n     letters of transmittal, in form reasonably satisfactory to GM and Hughes,\n     to all holders of GM Class H Common Stock as of immediately prior to the\n     Effective Time in connection with the exchange of certificates representing\n     shares of GM Class H Common Stock for certificates representing shares of\n     GM Class HT Common Stock and certificates representing shares of Hughes\n     Class A Common Stock.  Following the Effective Time, GM shall instruct the\n     GM Transfer Agent to deliver to the Hughes Transfer Agent true, correct and\n     complete copies of the transfer records reflecting the record holders of GM\n     $1 2\/3 Common Stock and GM Class H Common Stock, in each case as of\n     immediately prior to the Effective Time.  Upon the reasonable request of\n     Hughes from time to time after the Effective Time in connection with any\n     legitimate corporate purpose, GM shall cooperate, or shall instruct the GM\n     Transfer Agent to cooperate, in providing Hughes with reasonable access to\n     all historical share, transfer and dividend payment records with respect to\n     the holders of GM $1 2\/3 Common Stock and GM Class H Common Stock as of\n     immediately prior to the Effective Time.\n\n      2.2  Publicity.  Hughes, with respect to Hughes and all of the Hughes\nAffiliates, and GM, with respect to GM and all of the GM Affiliates, agree to\ntake all commercially reasonable action to discontinue their respective uses as\npromptly after the Effective Time as is commercially reasonable of any printed\nmaterial that indicates a continued Prior Relationship between or among GM and\nHughes or any of their respective Affiliates.  This Section 2.2 shall not be\ndeemed to prohibit the use of printed material containing appropriate and\naccurate references to the Prior Relationship.\n\n      2.3  Further Assurances.  In addition to the actions specifically provided\nfor elsewhere in this Agreement, each of the parties hereto shall use all\ncommercially reasonable efforts to take, or cause to be taken, all actions, and\nto do, or cause to be done, all things commercially reasonably necessary, proper\nor expeditious under applicable laws, regulations and agreements in order to\nconsummate and make effective the Hughes Spin-Off as promptly as reasonably\npracticable. Without limiting the generality of the foregoing, each party hereto\nshall cooperate with the other party, and execute and deliver, or use all\ncommercially reasonable efforts to cause to have executed and delivered, all\ninstruments, including instruments of conveyance, assignment and transfer, and\nto make all filings with, and to obtain all consents, approvals or\nauthorizations of, any domestic or foreign governmental or regulatory authority\nin order to make effective the Hughes Spin-Off.\n\n                                      -10-\n\n \n 3.  Expenses.\n     -------- \n\n      3.1  General.  Except as otherwise provided in this Agreement, the\nSeparation Agreement and the other agreements contemplated thereby, all costs\nand expenses of either party hereto in connection with the Hughes Spin-Off\nand\/or the Hughes Merger shall be paid by the party that incurs such costs and\nexpenses.\n\n      3.2  Certain Costs Relating to Hughes Common Stock.  Hughes shall pay all\ncosts of printing and engraving with respect to certificates representing Hughes\nCommon Stock, fees of any transfer or exchange agent engaged by Hughes, and all\nfees relating to listing Hughes Common Stock on any domestic or foreign stock\nexchange or similar organization.\n\n      3.3  Certain Transactions Costs.\n\n          (a) Certain Merger Costs to be Paid by Hughes.  Hughes shall pay all\n     costs and expenses relating exclusively to the Hughes Merger, including,\n     without limitation, all reasonable out-of-pocket costs and expenses of\n     printing and distributing the Hughes Merger Registration Statement and any\n     related materials (including any proxy or consent solicitation statement),\n     the fees associated with filing the Hughes Merger Registration Statement\n     and any related materials (including any proxy or consent solicitation\n     statement) with the SEC, the fees associated with making any other federal,\n     state, local or foreign governmental securities law or other regulatory\n     filings exclusively in connection with the Hughes Merger, the fees and\n     expenses of the Hughes Transfer Agent and any proxy or consent solicitation\n     agents, information agents or similar consultants engaged by Raytheon in\n     connection with effecting the Hughes Merger.  Hughes shall also pay, unless\n     otherwise agreed between GM and Hughes, the fees and expenses of Goldman,\n     Sachs &amp; Co. and the fees and expenses of Weil, Gotshal &amp; Manges LLP in\n     connection with the Hughes Merger; provided that such fees and expenses, to\n     the extent to be paid by Hughes after the effective time of the Hughes\n     Merger, shall be included as current liabilities on the Closing Date\n     Balance Sheet (as defined in the Separation Agreement).\n\n          (b) Certain Merger Costs to be Paid by GM.  GM or one of its\n     subsidiaries shall pay all fees and out-of-pocket expenses of Hughes in\n     connection with the Hughes Merger except as contemplated by Section 3.3(a).\n\n          (c) Certain Costs to be Paid by GM.  GM or one of its subsidiaries\n     shall pay all costs and expenses relating to the GM Transactions (other\n     than as provided in Section 3.2 and other than those relating exclusively\n     to the Hughes Merger, which are addressed in Sections 3.3(a) and 3.3(b)\n     above), including, without limitation, all costs and expenses relating\n     exclusively to the Hughes Spin-Off Merger, including, without limitation,\n     all reasonable out-of-pocket costs and expenses of printing and\n     distributing the Hughes Spin-Off Registration Statement and any related\n     materials (including any proxy or consent solicitation statement), the fees\n     associated with filing the Hughes Spin-Off Registration Statement and any\n     related materials (including any proxy or consent solicitation statement)\n     with the SEC, the fees associated with making any other federal, state,\n     local or foreign\n\n                                      -11-\n\n \n     governmental securities law or other regulatory filings exclusively in\n     connection with the Hughes Spin-Off Merger, and the fees and expenses of\n     the GM Transfer Agent and any proxy or consent solicitation agents,\n     information agents or similar consultants engaged by GM in connection with\n     effecting the Hughes Spin-Off Merger.\n\n 4.  Covenants To Preserve Tax-Free Status Of Hughes Spin-Off.\n     -------------------------------------------------------- \n\n      4.1  Representations and Warranties.\n\n          (a)  Hughes.  Hughes hereby represents and warrants that (i) it has\n     examined the Tax Opinions\/Rulings and the Representation Letters, and (ii)\n     the facts presented and the representations made therein, to the extent\n     descriptive of Hughes or the Hughes Business or Raytheon or the Raytheon\n     Business (including, without limitation, the business purposes for the\n     Hughes Spin-Off, Telecom Spin-Off and Hughes Merger, the representations in\n     the Representation Letters and Tax Opinions\/Rulings to the extent that they\n     relate to Hughes or the Hughes Business or Raytheon or the Raytheon\n     Business, and the plans, proposals, intentions and policies of Hughes or\n     Raytheon), are true, correct and complete in all material respects.\n\n          (b)  GM.  GM hereby represents and warrants that (i) it has examined\n     the Tax Opinions\/Rulings and the Representation Letters, and (ii) the facts\n     presented and the representations made therein, to the extent descriptive\n     of GM or the GM Business (including, without limitation, the business\n     purposes for the Hughes Spin-Off, Telecom Spin-Off, the representations in\n     the Representation Letters and Tax Opinions\/Rulings to the extent that they\n     relate to GM or the GM Business, and the plans, proposals, intentions and\n     policies of GM), are true, correct and complete in all material respects.\n\n      4.2  Restrictions on Hughes.\n\n          (a) Proposed Secondary Capital Stock Transactions.  Until the first\n     day after the two-year anniversary of the Effective Time, Hughes shall not\n     enter into any Proposed Acquisition Transaction or, to the extent Hughes\n     has the right to prohibit any Proposed Acquisition Transaction, permit any\n     Proposed Acquisition Transaction to occur (whether by (i) redeeming rights\n     under a stockholders rights plan, (ii) finding a tender offer to be a\n     'permitted offer' under any such plan or otherwise causing any such plan to\n     be inapplicable or neutralized with respect to any Proposed Acquisition\n     Transaction, or (iii) approving any Proposed Acquisition Transaction,\n     whether for purposes of Section 203 of the DGCL or any similar corporate\n     statute, any 'fair price' or other provision of Hughes' charter or bylaws\n     or otherwise) unless prior to the consummation of such Proposed Acquisition\n     Transaction GM has determined, in its sole and absolute discretion, which\n     discretion shall be exercised in good faith solely to preserve the Tax-Free\n     Status of the Spin-Offs and the Tax-Free Status of the Hughes Merger, that\n     such Proposed Acquisition Transaction would not jeopardize the Tax-Free\n     Status of the Spin-Offs or the Tax-Free Status of the Hughes Merger.\n\n                                      -12-\n\n \n     The foregoing shall not prohibit Hughes from entering into a contract or\nagreement to consummate any Proposed Acquisition Transaction if such contract or\nagreement requires satisfaction of the above-described requirement prior to the\nconsummation of such Proposed Acquisition Transaction.\n\n          (b) Proposed Primary Capital Stock Transactions.\n\n               (i) Until the first day after the two-year anniversary of the\n          Effective Time, Hughes shall not enter into any Proposed Stock\n          Issuance Transaction if, as a result of such Proposed Stock Issuance\n          Transaction, Hughes would issue a number of shares of Hughes Capital\n          Stock that, when aggregated with all other shares of Hughes Capital\n          Stock issued pursuant to any Proposed Stock Issuance Transaction\n          occurring prior to or simultaneously with such Proposed Stock Issuance\n          Transaction, would cause (A) the number of shares of Hughes Class A\n          Common Stock distributed to GM stockholders in the Hughes Spin-Off to\n          constitute less than 80% of the total combined voting power of all\n          outstanding shares of Voting Stock of Hughes or (B) the issuance of\n          outstanding shares of any class or series of Hughes Capital Stock\n          other than Voting Stock of Hughes, unless prior to the consummation of\n          such transaction GM has determined, in its sole and absolute\n          discretion, which discretion shall be exercised in good faith solely\n          to preserve the Tax-Free Status of the Spin-Offs and the Tax-Free\n          Status of the Hughes Merger, that such transaction would not\n          jeopardize the Tax-Free Status of the Spin-Offs or the Tax-Free Status\n          of the Hughes Merger.\n\n               (ii) Until the first day after the two-year anniversary of the\n          Effective Time, Hughes shall not enter into any Proposed Stock Buyback\n          Transaction if, as a result of such Proposed Stock Buyback\n          Transaction, the then-outstanding shares of Hughes Class A Common\n          Stock would constitute less than 80% of the total combined voting\n          power of all outstanding shares of Voting Stock of Hughes, unless\n          prior to the consummation of such transaction GM has determined, in\n          its sole and absolute discretion, which discretion shall be exercised\n          in good faith solely to preserve the Tax-Free Status of the Spin-Offs\n          and the Tax-Free Status of the Hughes Merger, that such transaction\n          would not jeopardize the Tax-Free Status of the Spin-Offs or the Tax-\n          Free Status of the Hughes Merger.\n\n               (iii)  For purposes of this Section 4.2(b), any option (including\n          an option issued to employees or in connection with the performance of\n          services), warrant or other security that would permit or require a\n          Person to acquire shares of Voting Stock of Hughes or other Hughes\n          Capital Stock (including the option, right or obligation of Hughes or\n          a Hughes Affiliate to acquire shares of Hughes Capital Stock), or any\n          security convertible into or exchangeable for shares of Voting Stock\n          of Hughes or other Hughes Capital Stock, shall be treated as if it had\n          been fully exercised, converted or exchanged at the time of issuance,\n          whether or not such security is by its terms exercisable at such time.\n\n                                      -13-\n\n \n          (c) Amendment to Charter and Bylaws.  Until the first day after the\n     three-year anniversary of the Effective Time, Hughes shall make no\n     amendments or changes to its charter or bylaws that would affect the\n     composition or size of its Board of Directors, the manner in which its\n     Board of Directors is elected, and the duties and responsibilities of its\n     Board of Directors unless GM has determined, in its sole and absolute\n     discretion, which discretion shall be exercised in good faith solely to\n     preserve the Tax-Free Status of the Spin-Offs and the Tax-Free Status of\n     the Hughes Merger, that such amendment or change would not jeopardize the\n     Tax-Free Status of the Spin-Offs or the Tax-Free Status of the Hughes\n     Merger.\n\n          (d) Continuation of Active Trade or Business.  Until the first day\n     after the two-year anniversary of the Effective Time,\n\n               (i) Hughes shall continue to conduct the Active Trade or\n          Business.\n \n               (ii) Subject to the last sentence of clause (d)(iii), Hughes\n          shall not (A) liquidate, dispose of, or otherwise discontinue the\n          conduct of any portion of the Active Trade or Business with a value in\n          excess of $1.0 billion or (B) dispose of any business or assets that\n          would cause Hughes to be operated in a manner inconsistent in any\n          material respect with the business purposes for the Hughes Spin-Off as\n          set forth in the Representation Letters and Tax Opinions\/Rulings, in\n          each case unless GM has determined, in its sole and absolute\n          discretion, which discretion shall be exercised in good faith solely\n          to preserve the Tax-Free Status of the Spin-Offs and the Tax-Free\n          Status of the Hughes Merger, that such liquidation, disposition, or\n          discontinuance would not jeopardize the Tax-Free Status of the Spin-\n          Offs or the Tax-Free Status of the Hughes Merger.\n\n               (iii)  Hughes shall not under any circumstances liquidate,\n          dispose of, or otherwise discontinue the conduct of any portion of the\n          Active Trade or Business if such liquidation, disposition or\n          discontinuance would breach Section 4.2(e). Hughes shall continue the\n          active conduct of the Active Trade or Business primarily through\n          officers and employees of Hughes or its Subsidiaries (and not\n          primarily through independent contractors) who are not also officers\n          or employees of GM or of any GM Affiliates.  Notwithstanding the\n          foregoing, (A) liquidations of any of Hughes' Subsidiaries into Hughes\n          or one or more Subsidiaries directly or indirectly controlled by\n          Hughes shall not be deemed to breach this Section 4.2(d) and (B)\n          Hughes shall not be prohibited from liquidating, disposing of or\n          otherwise discontinuing the conduct of one or more trades or\n          businesses that constituted part of the Active Trade or Business, or\n          any portion thereof, provided that, in the case of this clause (B),\n          the aggregate value of such trades or businesses, or portions thereof,\n          so liquidated, disposed of or discontinued shall not exceed $1.0\n          billion (as determined as of the Effective Time).  For purposes of the\n          preceding sentence and clause (d)(ii), asset retirements, sale-\n          leaseback arrangements and discontinuances of product lines within\n\n                                      -14-\n\n \n          a trade or business the active conduct of which is continued shall not\n          be deemed a liquidation, disposition or discontinuance of a trade or\n          business or portion thereof.\n\n               (iv) Solely for purposes of this Section 4.2(d), Hughes shall not\n          be treated as directly or indirectly controlling a Subsidiary unless\n          Hughes owns, directly or indirectly, shares of capital stock of such\n          Subsidiary constituting (i) 80% or more of the total combined voting\n          power of all outstanding shares of Voting Stock of such Subsidiary and\n          (ii) 80% or more of the total number of outstanding shares of each\n          class or series of capital stock of such Subsidiary other than Voting\n          Stock.\n\n               (v) The restrictions contained in this Section 4.2(d) shall apply\n          only to the businesses, subsidiaries and operations of Hughes as in\n          existence prior to the Effective Time, and shall not be deemed to\n          apply to those businesses, subsidiaries and operations conducted by\n          Raytheon prior to the Effective Time.\n\n          (e)  Continuity of Business.\n\n               (i) Until the first day after the two-year anniversary of the\n          Effective Time, (A) Hughes shall not voluntarily dissolve or\n          liquidate, and (B) except in the ordinary course of business, neither\n          Hughes nor any Subsidiaries directly or indirectly controlled by\n          Hughes shall sell, transfer, or otherwise dispose of or agree to\n          dispose of assets (including, for such purpose, any shares of capital\n          stock of such Subsidiaries) that, in the aggregate, constitute more\n          than (x) 60% of the gross assets of Hughes or (y) 60% of the\n          consolidated gross assets of Hughes and such Subsidiaries, unless\n          prior to the consummation of such transaction GM has determined, in\n          its sole and absolute discretion, which discretion shall be exercised\n          in good faith solely to preserve the Tax-Free Status of the Spin-Offs\n          and the Tax-Free Status of the Hughes Merger, that such transaction\n          would not jeopardize the Tax-Free Status of the Spin-Offs or the Tax-\n          Free Status of the Hughes Merger.  The amount of gross assets of\n          Hughes and such Subsidiaries shall be based on the fair market value\n          of each such asset as of the Effective Time.\n\n               (ii) Sales, transfers or other dispositions by Hughes or any of\n          its Subsidiaries to Hughes or one or more Subsidiaries directly or\n          indirectly controlled by Hughes shall not be included in any\n          determinations under this Section 4.2(e) of whether such 60% or more\n          of the gross assets of Hughes or 60% of the consolidated gross assets\n          of Hughes and such Subsidiaries have been sold, transferred or\n          otherwise disposed of.\n\n               (iii)  Solely for purposes of this Section 4.2(e), Hughes shall\n          not be treated as directly or indirectly controlling a Subsidiary\n          unless Hughes owns, directly or indirectly, shares of capital stock of\n          such Subsidiary constituting (A) 80% or more of the total combined\n          voting power of all outstanding shares of Voting Stock of such\n          Subsidiary and (B) 80% or more of the total number of outstanding\n          shares of each class or series of capital stock of such Subsidiary\n          other than Voting Stock.\n\n                                      -15-\n\n \n               (iv) The restrictions contained in this Section 4.2(e) shall\n          apply only to the businesses, subsidiaries and operations of Hughes as\n          in existence prior to the Effective Time, and shall not be deemed to\n          apply to those businesses, subsidiaries and operations conducted by\n          Raytheon prior to the Effective Time.\n\n          (f) Recapitalizations, Reincorporations and Similar Transactions.\n\n               (i) Hughes shall not propose a plan of recapitalization or\n          amendment to its charter or other action providing for (A) the\n          conversion of shares of any class of Hughes Common Stock into a\n          different class of Hughes Capital Stock, (B) a change in the absolute\n          or relative voting rights of any class of Hughes Common Stock from the\n          rights existing at the Effective Time, or (C) any other action having\n          an effect similar to that described in clause (A) or (B), unless prior\n          to the consummation of such action GM has determined, in its sole and\n          absolute discretion, which discretion shall be exercised in good faith\n          solely to preserve the Tax-Free Status of the Spin-Offs and the Tax-\n          Free Status of the Hughes Merger, that such action would not\n          jeopardize the Tax-Free Status of the Spin-Offs or the Tax-Free Status\n          of the Hughes Merger.\n\n               (ii) A Proposed Acquisition Transaction will be considered a\n          recapitalization transaction subject to subsection 4.2(f)(i) if, as a\n          result of such transaction, holders of Hughes Common Stock immediately\n          before the Proposed Acquisition Transaction will own more than 50% of\n          the common equity of the Person (or group of related Persons)\n          acquiring the Hughes Capital Stock immediately after consummation of\n          the Proposed Acquisition Transaction, and, in such case, the Person\n          acquiring Hughes Capital Stock pursuant to a Proposed Acquisition\n          Transaction shall be treated as if such Person were Hughes for\n          purposes of this Section 4.2(f).\n\n          (g) Miscellaneous.  Until the first day after the two-year anniversary\n     of the Effective Time, Hughes shall not take, or permit any of its\n     Subsidiaries to take, any other actions or enter into any transaction or\n     series of transactions or agree to enter into any other transactions that\n     would be reasonably likely to jeopardize the Tax-Free Status of the Spin-\n     Offs or the Tax-Free Status of the Hughes Merger, including any action or\n     transaction that would be reasonably likely to be inconsistent with any\n     representation made in the Representation Letters, unless prior to the\n     consummation of such action or transaction GM has determined, in its sole\n     and absolute discretion, which discretion shall be exercised in good faith\n     solely to preserve the Tax-Free Status of the Spin-Offs and the Tax-Free\n     Status of the Hughes Merger, that such action or transaction would not\n     jeopardize the Tax-Free Status of the Spin-Offs or the Tax-Free Status of\n     the Hughes Merger.  Notwithstanding the foregoing, if and to the extent\n     that any action or transaction is described in and permitted pursuant to\n     Sections 4.2(a)-(f) such action or transaction shall not be prohibited by\n     this Section 4.2(g).\n\n                                      -16-\n\n \n          (h) Permitted Actions and Transactions.  Notwithstanding the\n     foregoing, the provisions of Section 4.2 shall not prohibit Hughes from (i)\n     implementing, or otherwise complying with the provisions of, any\n     stockholders rights plan of Hughes, (ii) consummating the Hughes Merger or\n     any of the GM Transactions, provided that the conditions to closing set\n     forth in Sections 6.1 and 6.3 of the Hughes Merger Agreement have been\n     satisfied or properly waived and (iii) implementing any transaction upon\n     which the IRS has granted a favorable ruling in, or which is described in\n     reasonable detail in, any Tax Opinions\/Ruling received from the IRS.\n\n      4.3  Cooperation and Other Covenants.\n\n          (a) Notice of Subsequent Hughes Actions.  Each of Hughes and GM shall\n     furnish the other with a copy of any ruling requests or other documents\n     delivered to the IRS that relates to the Hughes Spin-Off, Telecom Spin-Off\n     or the Hughes Merger or that could otherwise be reasonably expected to have\n     an impact on the Tax-Free Status of the Spin-Offs or Tax-Free Status of the\n     Hughes Merger.\n\n          (b)  Cooperation.\n\n               (i) Each of Hughes and GM shall cooperate with the other and\n          shall take (or refrain from taking) all such actions as the other may\n          reasonably request in connection with obtaining any GM determination\n          referred to in Section 4.2.  Such cooperation shall include, without\n          limitation, providing any information and\/or representations\n          reasonably requested by the other to enable either party (or counsel\n          for such party) to obtain and maintain any Subsequent Tax\n          Opinion\/Ruling that would permit any action described in Section 4.2\n          to be taken by Hughes or a Hughes Affiliate.  From and after any\n          Representation Date in connection with obtaining any such\n          determination or the receipt of a Subsequent Tax Opinion\/Ruling and\n          until the first day after the two-year anniversary of the date of such\n          determination or receipt, neither party shall take (nor shall it\n          refrain from taking) any action that would have caused such\n          representation to be untrue unless the other party has determined, in\n          its sole and absolute discretion, which discretion shall be exercised\n          in good faith solely to preserve the Tax-Free Status of the Spin-Offs\n          and the Tax-Free Status of the Hughes Merger, that such action would\n          not jeopardize the Tax-Free Status of the Spin-Offs and the Tax-Free\n          Status of the Hughes Merger.\n\n               (ii) In the event that Hughes notifies GM that it desires to take\n          one of the actions described in this Section 4.2 and GM concludes that\n          such action would jeopardize the Tax-Free Status of the Spin-Offs or\n          the Tax-Free Status of the Hughes Merger, GM shall, at the request of\n          Hughes, elect either to (i) use all commercially reasonable efforts to\n          obtain a Subsequent Tax Opinion\/Ruling that would permit Hughes to\n          take the specified action, and Hughes shall cooperate in connection\n          with such efforts, or (ii) provide all reasonable cooperation to\n          Hughes in connection with Hughes obtaining such a Subsequent Tax\n          Opinion\/Ruling in form and substance reasonably satisfactory to GM;\n          provided, however, that the reasonable costs and\n\n                                      -17-\n\n \n          expenses of obtaining any such Subsequent Tax Opinion\/Ruling shall be\n          borne by Hughes.\n\n          (c)  Notice.\n\n               (i) Until all restrictions set forth in Section 4.2 have expired,\n          Hughes shall give GM written notice of any intention to effect or\n          permit an action or transaction described in Section 4.2 and which is\n          prohibited thereunder at such time within a period of time reasonably\n          sufficient to enable GM to make the determination referred to in\n          Section 4.2 or to prepare and seek any Subsequent Tax Opinion\/Ruling\n          in connection with such proposed action or transaction.  Each such\n          notice shall set forth the terms and conditions of the proposed action\n          or transaction, including, without limitation, as applicable, the\n          nature of any related action proposed to be taken by the Board of\n          Directors of Hughes, the approximate number of shares of Hughes\n          Capital Stock proposed to be transferred or issued, the approximate\n          value of Hughes' assets (or assets of any of Hughes' Subsidiaries)\n          proposed to be transferred, the proposed timetable for such action or\n          transaction, and the number of shares of Hughes Capital Stock\n          otherwise then owned by the other party to the proposed action or\n          transaction, all with sufficient particularity to enable GM to make\n          any such required determination, including information required to\n          prepare and seek a Subsequent Tax Opinion\/Ruling in connection with\n          such proposed action or transaction. All information provided by\n          Hughes to GM pursuant to this Section 4.3 shall be deemed subject to\n          the confidentiality obligations of Article 4 of the Separation\n          Agreement.\n\n               (ii) Promptly, but in any event within 15 days, after GM receives\n          such written notice from Hughes, GM shall evaluate such information\n          and notify Hughes in writing of such determination or of GM's intent\n          to seek a Subsequent Tax Opinion\/ Ruling and the proposed date for\n          submission of the request therefor, which date shall not be more than\n          45 days after the date GM so notifies Hughes of GM's intent to seek a\n          Subsequent Tax Opinion\/Ruling, provided that such 45-day period shall\n          be appropriately extended for any period of noncompliance by Hughes\n          with Section 4.3(b). GM shall notify Hughes promptly, but in any event\n          within two Business Days, after the receipt of a Subsequent Tax\n          Opinion\/Ruling.  If GM makes a determination that an action or\n          transaction described in Section 4.2 would jeopardize the Tax-Free\n          Status of the Spin-Offs or Tax-Free Status of the Hughes Merger, such\n          notice to Hughes shall set forth, in reasonable detail, the reasons\n          therefor and the reasons for not receiving a Subsequent Tax\n          Opinion\/Ruling.\n\n      4.4  Indemnification for Tax Liabilities.\n\n          (a) General.  Notwithstanding any other provision of this Agreement or\n     any provision of any of the Tax Agreement to the contrary but subject to\n     Section 4.4(b), Hughes shall indemnify, defend and hold harmless GM and\n     each GM Affiliate (or any successor to any of them) against any and all\n     Tax-Related Losses incurred by GM in connection with any\n\n                                      -18-\n\n \n     proposed tax assessment or tax controversy with respect to the Hughes Spin-\n     Off or the Hughes Merger to the extent caused by any breach by Hughes of\n     any of its representations, warranties or covenants made pursuant to this\n     Agreement. All interest or penalties incurred in connection with such Tax-\n     Related Losses shall be computed for the time period up to and including\n     the date that Hughes pays its indemnification obligation in full.\n\n          (b) Exceptions to Hughes' Indemnification.  If GM (i) makes a\n     determination pursuant to any clause of Section 4.2, on the basis of a\n     Subsequent Tax Opinion\/Ruling or otherwise, and (ii) delivers to Hughes\n     written notice of such determination pursuant to Section 4.3(c), Hughes\n     shall have no obligation pursuant to Section 4.4(a), except to the extent\n     that any Tax-Related Losses so incurred resulted from the inaccuracy,\n     incorrectness or incompleteness of any representation provided by Hughes\n     upon which such Subsequent Tax Opinion\/Ruling and\/or determination was\n     based.\n\n          (c) Timing and Method of Tax Indemnification Payments.  Hughes shall\n     pay any amount due and payable to GM pursuant to this Section 4.4 on or\n     before the 90th day following the earlier of agreement or determination\n     that such amount is due and payable to GM. All payments pursuant to this\n     Section 4.4 shall be made by wire transfer to the bank account designated\n     by GM for such purpose, and on the date of such wire transfer Hughes shall\n     give GM notice of the transfer.\n\n     4.5  Procedure for Indemnification for Tax Liabilities.\n\n          (a) Notice of Claim.  If GM receives notice of the assertion of any\n     Third-Party Claim with respect to which Hughes may be obligated under\n     Section 4.4 to provide indemnification, GM shall give Hughes notice thereof\n     (together with a copy of such Third-Party Claim, process or other legal\n     pleading) promptly after becoming aware of such Third-Party Claim;\n     provided, however, that the failure of GM to give notice as provided in\n     this Section shall not relieve Hughes of its obligations under Section 4.4,\n     except to the extent that Hughes is actually prejudiced by such failure to\n     give notice.  Such notice shall describe such Third-Party Claim in\n     reasonable detail.\n\n          (b) Obligation of Indemnifying Party.\n\n               (i) GM and Hughes shall jointly control the defense of, and\n          cooperate with each other with respect to defending, any Third-Party\n          Claim with respect to which Hughes is obligated under Section 4.4 to\n          provide indemnification, provided that Hughes shall forfeit such joint\n          control right with respect to a particular Third-Party Claim if Hughes\n          or any Hughes Affiliate makes any public statement or filing, or takes\n          any action (including, but not limited to, the filing of any\n          submission or pleading, or the giving of a deposition or production of\n          documents, in any administrative or court proceeding) in connection\n          with such Third-Party Claim that is inconsistent in a material respect\n          with any representation or warranty made by Hughes in the Agreement,\n          the Tax Opinions\/Rulings, the Representation Letters or the Hughes\n          Merger Agreement.\n\n                                      -19-\n\n \n               (ii) Hughes and GM shall exercise their rights to jointly control\n          the defense of any such Third-Party Claim solely for the purpose of\n          defeating such Third-Party Claim and, unless required by applicable\n          law, neither Hughes nor GM shall make any statements or take any\n          actions that could reasonably result in the shifting of liability for\n          any Losses arising out of such Third-Party Claim from the party making\n          such statement or taking such action (or any of its Affiliates) to the\n          other party (or any of its Affiliates).\n\n               (iii)  Statements made or actions taken by either Hughes or GM in\n          connection with the defense of any such Third-Party Claim shall not\n          prejudice the rights of such party in any subsequent action or\n          proceeding between the parties.\n\n               (iv) If either GM or Hughes fails to jointly defend any such\n          Third-Party Claim, the other party shall solely defend such Third-\n          Party Claim and the party failing to jointly defend shall use\n          commercially reasonable efforts to cooperate with the other party in\n          its defense of such Third-Party Claim; provided, however, that GM may\n          not compromise or settle any such Third-Party Claim without the prior\n          written consent of Hughes, which consent shall not be unreasonably\n          withheld or delayed. All costs and expenses of either party in\n          connection with, and during the course of, the joint control of the\n          defense of any such Third-Party Claim shall be initially paid by the\n          party that incurs such costs and expenses.  Such costs and expenses\n          shall be reallocated and reimbursed in accordance with the respective\n          indemnification obligations of the parties at the conclusion of the\n          defense of such Third-Party Claim.\n\n      4.6  Arbitration.   Any dispute between the parties arising out of or\nrelating to this Section 4, including the interpretation of this Section 4, or\nany actual or purported breach of this Section 4, shall be resolved only in\naccordance with the following provisions:\n\n          (a) Negotiation.  GM and Hughes shall attempt in good faith to resolve\n     any such dispute promptly through negotiations of the parties.  In the\n     event of any such dispute, either party may deliver a Dispute Notice to the\n     other party, and within 20 Business Days after the receipt of such Dispute\n     Notice, the appropriate representatives of GM and Hughes shall meet to\n     attempt to resolve such dispute.  If such dispute has not been resolved\n     within the Negotiation Period, or if one of the parties fails or refuses to\n     negotiate such dispute, the issue shall be settled by arbitration pursuant\n     to Section 4.6(b). The results of such arbitration shall be final and\n     binding on the parties.\n\n          (b) Arbitration Procedure.  Either party may initiate arbitration with\n     regard to such dispute by giving the other party written notice either (i)\n     at any time following the end of the Negotiation Period, or (ii) if the\n     parties do not meet within 20 Business Days of the receipt of the Dispute\n     Notice, at any time thereafter.  The arbitration shall be conducted by\n     three arbitrators in accordance with the CPR Rules, except as otherwise\n     provided in this Section 4.6. Within 20 days following receipt of the\n     written notice of arbitration, GM and Hughes shall each appoint one\n     arbitrator.  The two arbitrators so appointed shall appoint the third\n     arbitrator.  If either GM or Hughes shall fail to appoint an arbitrator\n     within such 20-day\n\n                                      -20-\n\n \n     period, the arbitration shall be by the sole arbitrator appointed by the\n     other party.  Whether selected by GM and Hughes or otherwise, each\n     arbitrator selected to resolve such dispute shall be a tax attorney who is\n     generally recognized in the tax community as a qualified and competent tax\n     practitioner with experience in the tax area involved in the issue or\n     issues to be resolved.  Such arbitrators shall be empowered to determine\n     whether Hughes is required to indemnify GM pursuant to Section 4.4 and to\n     determine the amount of the related indemnification payment.  Each of GM\n     and Hughes shall bear 50% of the aggregate expenses of the arbitrators.\n     The arbitration shall be governed by the United States Arbitration Act, 9\n     U.S.C. (S)(S)1-14. The place of arbitration shall be New York, New York.\n     The final decision of the arbitrators shall be rendered no later than one\n     year from the date of the written notice of arbitration.\n\n      4.7  Exclusive Remedies. Except for the right to pursue equitable\nremedies, the remedies provided in this Section 4 shall be deemed the sole and\nexclusive remedies of the parties with respect to the subject matters of the\nindemnification provisions of Section 4.4.\n\n 5.  Indemnification.\n     --------------- \n\n      5.1  Indemnification by Hughes.  Subject to Section 5.3, from and after\nthe Effective Time, Hughes shall indemnify, defend and hold harmless GM, all GM\nAffiliates and each of their respective directors, officers and employees (in\ntheir capacities as such), from and against:\n\n          (a) all Losses relating to, arising out of, or due to, directly or\n     indirectly, any breach by Hughes or any Hughes Affiliate of any of the\n     provisions of this Agreement;\n\n          (b) all Losses relating to, arising out of, or due to any untrue\n     statement or alleged untrue statement of a material fact contained in the\n     Hughes Disclosure Portions or the omission or alleged omission to state in\n     the Hughes Disclosure Portions a material fact required to be stated\n     therein or necessary to make the statements therein not misleading; and\n\n          (c) all Losses relating to or arising out of actions taken (or omitted\n     to be taken) by Raytheon or any Raytheon Affiliate in violation of the\n     Hughes Merger Agreement.\n\n      5.2  Indemnification by GM.  Subject to Section 5.3, from and after the\nEffective Time, GM shall indemnify, defend, and hold harmless Hughes, all Hughes\nAffiliates, and each of their respective directors, officers and employees (in\ntheir capacities as such), from and against:\n\n          (a) all Losses relating to, arising out of, or due to, directly or\n     indirectly, any breach by GM or any GM Affiliate of any of the provisions\n     of this Agreement;\n\n          (b) all Losses relating to, arising out of, or due to any untrue\n     statement or alleged untrue statement of a material fact contained in the\n     GM Disclosure Portions or the omission or alleged omission to state in the\n     GM Disclosure Portions a material fact required to be stated therein or\n     necessary to make the statements therein not misleading; and\n\n                                      -21-\n\n \n          (c) all Losses relating to or arising out of any breach of the\n     representation set forth in Section 2.4(a) of the Implementation Agreement.\n\n      5.3 Other Liabilities.  (a)   Except as provided in Section 5.4, this\nSection 5 shall not be applicable to any Tax-Related Losses, which shall be\ngoverned by Section 4 of this Agreement.\n\n     (b) This Section 5 shall not be applicable to any Losses relating to,\narising out of, or due to any breach of the provisions of any other contract,\nagreement or understanding between GM or any GM Affiliate and Hughes or any\nHughes Affiliate, which Losses shall be governed by the terms of such contract,\nagreement or understanding.\n\n      5.4 Tax Effects of Indemnification.    (a)  Any indemnification payment\nmade under this Agreement shall be characterized for tax purposes as if such\npayment were made immediately prior to the Effective Time, and shall therefore\nbe treated, to the extent permitted by law, as either (i) a distribution from\nHughes to GM or (ii) a capital contribution from GM to Hughes.\n\n     (b) The amount of any Loss or Tax-Related Losses for which indemnification\nis provided under this Agreement shall be (i) increased to take account of net\nTax cost, if any, incurred by the Indemnitee arising from the receipt or accrual\nof an Indemnity Payment hereunder (grossed up for such increase) and (ii)\nreduced to take account of net Tax benefit, if any, realized by the Indemnitee\narising from incurring or paying such Loss or Tax-Related Losses.  In computing\nthe amount of any such Tax cost or Tax benefit, the Indemnitee shall be deemed\nto recognize all other items of income, gain, loss, deduction or credit before\nrecognizing any item arising from the receipt or accrual of any Indemnity\nPayment hereunder or incurring or paying any indemnified Loss or Tax-Related\nLosses. Any Indemnity Payment hereunder shall initially be made without regard\nto this Section 5.4 and shall be increased or reduced to reflect any such net\nTax cost (including gross-up) or net Tax benefit only after the Indemnitee has\nactually realized such cost or benefit.  For purposes of this Agreement, an\nIndemnitee shall be deemed to have 'actually realized' a net Tax cost or a net\nTax benefit to the extent that, and at such time as, the amount of Taxes payable\nby such Indemnitee is increased above or reduced below, as the case may be, the\namount of Taxes that such Indemnitee would be required to pay but for the\nreceipt or accrual of the Indemnity Payment or the incurrence or payment of such\nLoss or Tax-Related Losses, as the case may be.  The amount of any increase or\nreduction hereunder shall be adjusted to reflect any final determination (which\nshall include the execution of Form 870-AD or successor form) with respect to\nthe Indemnitee's liability for Taxes, and payments between GM and Hughes to\nreflect such adjustment shall be made if necessary.\n \n      5.5  Effect of Insurance Upon Indemnification.  The amount which an\nIndemnifying Party is required to pay to any Indemnitee pursuant to this Section\n5 shall be reduced (including retroactively) by any Insurance Proceeds and other\namounts actually recovered by such Indemnitee in reduction of the related Loss,\nit being understood and agreed that each of Hughes and GM shall use commercially\nreasonable efforts to collect any such proceeds or other amounts to which it or\nany of its Affiliates is entitled, without regard to whether it is the\nIndemnifying Party hereunder.  No Indemnitee shall be required, however, to\ncollect any such proceeds or other amounts prior to being entitled to\nindemnification from an Indemnifying Party hereunder.  If an Indemnitee receives\nan\n\n                                      -22-\n\n \nIndemnity Payment in respect of a Loss and subsequently receives Insurance\nProceeds or other amounts in respect of such Loss, then such Indemnitee shall\npay to such Indemnifying Party an amount equal to the difference between (a) the\nsum of the amount of such Indemnity Payment and the amount of such Insurance\nProceeds or other amounts actually received and (b) the amount of such Loss, in\neach case adjusted (at such time as appropriate adjustment can be determined) to\nreflect any premium adjustment attributable to such claim.\n\n      5.6  Procedure for Indemnification Involving Third-Party Claims.\n\n          (a) Notice of Claim.  If any Indemnitee receives notice of the\n     assertion of any Third-Party Claim with respect to which an Indemnifying\n     Party is obligated under this Agreement to provide indemnification (other\n     than pursuant to Section 4), such Indemnitee shall give such Indemnifying\n     Party notice thereof (together with a copy of such Third-Party Claim,\n     process or other legal pleading) promptly after becoming aware of such\n     Third-Party Claim; provided, however, that the failure of any Indemnitee to\n     give notice as provided in this Section shall not relieve any Indemnifying\n     Party of its obligations under this Section 5, except to the extent that\n     such Indemnifying Party is actually prejudiced by such failure to give\n     notice.  Such notice shall describe such Third-Party Claim in reasonable\n     detail.\n\n          (b) Obligation of Indemnifying Party.  An Indemnifying Party, at such\n     Indemnifying Party's own expense and through counsel chosen by such\n     Indemnifying Party (which counsel shall be reasonably acceptable to the\n     Indemnitee), may elect to defend any Third-Party Claim.  If an Indemnifying\n     Party elects to defend a Third-Party Claim, then, within ten Business Days\n     after receiving notice of such Third-Party Claim (or sooner, if the nature\n     of such Third-Party Claim so requires), such Indemnifying Party shall\n     notify the Indemnitee of its intent to do so, and such Indemnitee shall\n     cooperate in the defense of such Third-Party Claim.  Such Indemnifying\n     Party shall pay such Indemnitee's reasonable out-of-pocket expenses\n     incurred in connection with such cooperation.  Such Indemnifying Party\n     shall keep the Indemnitee reasonably informed as to the status of the\n     defense of such Third-Party Claim.  After notice from an Indemnifying Party\n     to an Indemnitee of its election to assume the defense of a Third-Party\n     Claim, such Indemnifying Party shall not be liable to such Indemnitee under\n     this Section 5 for any legal or other expenses subsequently incurred by\n     such Indemnitee in connection with the defense thereof other than those\n     expenses referred to in the preceding sentence; provided, however, that\n     such Indemnitee shall have the right to employ one law firm as counsel,\n     together with a separate local law firm in each applicable jurisdiction\n     ('Separate Counsel'), to represent such Indemnitee in any action or group\n     of related actions (which firm or firms shall be reasonably acceptable to\n     the Indemnifying Party) if, in such Indemnitee's reasonable judgment at any\n     time, either a conflict of interest between such Indemnitee and such\n     Indemnifying Party exists in respect of such claim, or there may be\n     defenses available to such Indemnitee which are different from or in\n     addition to those available to such Indemnifying Party and the\n     representation of both parties by the same counsel would be inappropriate,\n     and in that event (i) the reasonable fees and expenses of such Separate\n     Counsel shall be paid by such Indemnifying Party (it being understood,\n     however, that the Indemnifying Party shall not be liable for the expenses\n     of more than one Separate Counsel (excluding local counsel) with respect to\n     any Third-Party Claim (even if\n\n                                      -23-\n\n \n     against multiple Indemnitees)) and (ii) each of such Indemnifying Party and\n     such Indemnitee shall have the right to conduct its own defense in respect\n     of such claim.  If an Indemnifying Party elects not to defend against a\n     Third-Party Claim, or fails to notify an Indemnitee of its election as\n     provided in this Section 5 within the period of ten Business Days described\n     above, the Indemnitee may defend, compromise, and settle such Third-Party\n     Claim and shall be entitled to indemnification hereunder (to the extent\n     permitted hereunder); provided, however, that no such Indemnitee may\n     compromise or settle any such Third-Party Claim without the prior written\n     consent of the Indemnifying Party, which consent shall not be unreasonably\n     withheld or delayed.  Notwithstanding the foregoing, the Indemnifying Party\n     shall not, without the prior written consent of the Indemnitee, (i) settle\n     or compromise any Third-Party Claim or consent to the entry of any judgment\n     which does not include as an unconditional term thereof the delivery by the\n     claimant or plaintiff to the Indemnitee of a written release from all\n     liability in respect of such Third-Party Claim or (ii) settle or compromise\n     any Third-Party Claim in any manner that would be reasonably likely to have\n     a material adverse effect on the Indemnitee.\n\n          (c) Joint Defense of Certain Claims.  Notwithstanding the provisions\n     of Section 5.6(b), GM and Hughes shall jointly control the defense of, and\n     cooperate with each other with respect to defending, any Third-Party Claim\n     with respect to which each party is claiming that it is entitled to\n     indemnification under Section 5.1 or 5.2. If either GM or Hughes fails to\n     defend jointly any such Third-Party Claim, the other party shall solely\n     defend such Third-Party Claim and the party failing to defend jointly shall\n     use all commercially reasonable efforts to cooperate with the other party\n     in its defense of such Third-Party Claim; provided, however, that neither\n     party may compromise or settle any such Third-Party Claim without the prior\n     written consent of the other party, which consent shall not be unreasonably\n     withheld or delayed.  All costs and expenses of either party in connection\n     with, and during the course of, the joint control of the defense of any\n     such Third-Party Claim shall be initially paid by the party that incurs\n     such costs and expenses.  Such costs and expenses shall be reallocated and\n     reimbursed in accordance with the respective indemnification obligations of\n     the parties at the conclusion of the defense of such Third-Party Claim.\n\n      5.7  Procedure for Indemnification Not Involving Third-Party Claims.  If\nany Indemnitee desires to assert against an Indemnifying Party any claim for\nindemnification under this Section 5 other than a Third-Party Claim (a 'Claim'),\nthe Indemnitee shall deliver to the Indemnifying Party notice of its demand for\nsatisfaction of such Claim (a 'Request'), specifying in reasonable detail the\namount of such Claim and the basis for asserting such Claim.  Within 30 days\nafter the Indemnifying Party has been given a Request, the Indemnifying Party\nshall either (i) satisfy the Claim requested to be satisfied in such Request by\ndelivering to the Indemnitee payment by wire transfer or a certified or bank\ncashier's check payable to the Indemnified Party in immediately available funds\nin an amount equal to the amount of such Claim, or (ii) notify the Indemnitee\nthat the Indemnifying Party contests such Claim by delivering to the Indemnitee\na Dispute Notice, stating that the Indemnifying Party objects to such Claim and\nspecifying in reasonable detail the basis for contesting such Claim.  Any\ndispute described in clause (ii) of this Section 5.7 shall be subject to the\nprovisions of Section 6.1.\n\n                                      -24-\n\n \n      5.8  Exclusive Remedies.  Except for the right to pursue equitable\nremedies, the remedies provided in this Section 5 shall be deemed the sole and\nexclusive remedies of the parties with respect to the subject matters of the\nindemnification provisions of this Section 5.\n\n 6.  Miscellaneous.\n     ------------- \n\n      6.1  Dispute Resolution.  GM and Hughes shall attempt in good faith to\nresolve any dispute between the parties arising out of or relating to this\nAgreement promptly through negotiations of the parties prior to seeking any\nother legal or equitable remedy.\n\n      6.2  Survival.  The representations and warranties contained in this\nAgreement shall survive the effective time of the Hughes Merger until the\nexpiration of all applicable statutes of limitations.\n\n      6.3  Complete Agreement.  Except as otherwise set forth in this Agreement,\nthis Agreement and the exhibits and schedules hereto shall constitute the entire\nagreement between the parties hereto with respect to the subject matter hereof\nand shall supersede all prior and contemporaneous agreements and understandings,\nwhether written or oral, between the parties with respect to such subject\nmatter.\n\n      6.4  Authority.  Each of the parties hereto represents to the other that\n(a) it has the corporate power and authority to execute, deliver and perform\nthis Agreement, (b) the execution, delivery and performance of this Agreement by\nit has been duly authorized by all necessary corporate action, (c) it has duly\nand validly executed and delivered this Agreement, and (d) this Agreement is a\nlegal, valid and binding obligation, enforceable against it in accordance with\nits terms subject to applicable bankruptcy, insolvency, reorganization,\nmoratorium or other similar laws affecting creditors' rights generally and\ngeneral equity principles.\n\n      6.5  Governing Law.  This Agreement shall be governed by and construed in\naccordance with the laws of the State of Delaware (other than the laws regarding\nconflicts of laws) as to all matters, including matters of validity,\nconstruction, effect, performance and remedies.\n\n      6.6  Consent to Exclusive Jurisdiction.  Any action, suit or proceeding\narising out of any claim that the parties cannot settle through good faith\nnegotiations (except any claim to which Section 4.6 applies) shall be litigated\nexclusively in the state courts of Delaware.  Each of the parties hereto hereby\nirrevocably and unconditionally (a) submits to the jurisdiction of the state\ncourts of Delaware for any such action, suit or proceeding, (b) agrees not to\ncommence any such action, suit or proceeding except in the state courts of\nDelaware, (c) waives, and agrees not to plead or to make, any objection to the\nvenue of any such action, suit or proceeding in the state courts of Delaware,\n(d) waives, and agrees not to plead or to make, any claim that any such action,\nsuit or proceeding brought in the state courts of Delaware has been brought in\nan improper or otherwise inconvenient forum, (e) waives, and agrees not to plead\nor to make, any claim that the state courts of Delaware lack personal\njurisdiction over it, and (f) waives its right to remove any such action, suit\nor proceeding to the federal courts except when such courts are vested with sole\nand exclusive jurisdiction by statute.  GM and Hughes shall cooperate with each\nother in connection with any such\n\n                                      -25-\n\n \naction, suit or proceeding to obtain reliable assurances that confidential\ntreatment will be accorded any information that either party shall reasonably\ndeem to be confidential or proprietary.  Each of the parties hereto irrevocably\ndesignates and appoints its respective Service Agent as its agent to receive\nservice of process in any such action, suit or proceeding.  Each of the parties\nhereto further covenants and agrees that, until the expiration of all applicable\nstatutes of limitations relating to potential claims under this Agreement, each\nsuch party shall maintain a duly appointed agent for the service of summonses\nand other legal process in the State of Delaware, and shall promptly notify the\nother party hereto of any change in the name or address of its Service Agent and\nthe name and address of any replacement for its Service Agent, if such agent is\nno longer the Service Agent named herein.  This Section 6.6 is meant to comply\nwith 6 Del. C. (S) 2708.\n\n      6.7  Notices.  All Notices shall be in writing and shall be deemed given\nupon (a) a transmitter's confirmation of a receipt of a facsimile transmission\n(but only if followed by confirmed delivery of a standard overnight courier the\nfollowing Business Day or if delivered by hand the following Business Day), or\n(b) confirmed delivery of a standard overnight courier or delivered by hand, to\nthe parties at the following addresses:\n\n          if to GM to:\n\n               General Motors Corporation\n               767 Fifth Avenue\n               New York, NY 10153\n               Attention:  Treasurer\n               Telecopy No.:  (212) 418-3630\n\n               with a copy to:\n\n               General Motors Corporation\n               3031 West Grand Boulevard\n               Detroit, MI 48202\n               Attention:  Warren G. Andersen, Esq.\n               Telecopy No.:  (313) 974-0685\n\n               with a copy (which shall not constitute effective notice) to:\n\n               Kirkland &amp; Ellis\n               200 E. Randolph Drive\n               Chicago, IL 60601\n               Attention:  Robert S. Osborne, P.C.\n               Telecopy No.:  (312) 861-2200\n\n               and with a copy (which shall not constitute effective notice) to:\n\n               Weil, Gotshal &amp; Manges LLP\n               767 Fifth Avenue\n\n                                      -26-\n\n \n               New York, NY 10153\n               Attention:  Frederick S. Green, Esq.\n               Telecopy No.:  (212) 310-8007\n\n          if to Hughes, to:\n\n               HE Holdings, Inc.\n               c\/o Raytheon Company\n               141 Spring Street\n               Lexington, MA 02173\n               Attention: Christoph L. Hoffmann, Esq.\n               Telecopy No.:  (617) 860-2822\n\n               with a copy (which shall not constitute effective notice) to:\n\n               Wachtell, Lipton, Rosen &amp; Katz\n               51 West 52nd Street\n               New York, NY 10019\n               Attention:  Adam O. Emmerich, Esq.\n               Telecopy No.:  (212) 403-2000\n\nor to such other address as either party hereto may have furnished to the other\nparty by a Notice in writing in accordance with this Section 6.7.  Any Notice\ndelivered pursuant to Section 4 shall also be sent to GM's Chief Tax Officer.\n\n      6.8  Amendment and Modification.  This Agreement may not be amended or\nmodified in any respect except by a written agreement signed by both of the\nparties hereto.\n\n      6.9  Binding Effect; Assignment.  This Agreement and all of the provisions\nhereof shall be binding upon the parties hereto and inure to the benefit of the\nparties hereto and their respective successors and permitted assigns.  Except\nwith respect to a merger of either party with another Person, neither this\nAgreement nor any of the rights, interests or obligations hereunder shall be\nassigned by either party hereto without the prior written consent of the other\nparty, which consent shall not be unreasonably withheld or delayed.\n\n      6.10  Third Party Beneficiaries.  The Indemnitees and their respective\nsuccessors shall be third party beneficiaries of the indemnification provisions\nof Sections 4 and 5, as applicable, and shall be entitled to enforce those\nprovisions, and in connection with such enforcement shall be subject to Section\n6.6, in each such case as fully and to the same extent as if they were parties\nto this Agreement.  Except as provided in the previous sentence, nothing in this\nAgreement, express or implied, is intended to or shall confer upon any Person\nany legal or equitable right, benefit or remedy of any nature whatsoever under\nor by reason of this Agreement, and no Person (other than as provided in the\nprevious sentence) shall be deemed a third party beneficiary under or by reason\nof this Agreement.\n\n                                      -27-\n\n \n      6.11  Counterparts.  This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n      6.12  Waiver.  The observance of any term of this Agreement may be\nwaived (either generally or in a particular instance and either retroactively or\nprospectively) by the party entitled to enforce such term, but such waiver shall\nbe effective only if it is in writing signed by the party against which such\nwaiver is to be asserted.  Unless otherwise expressly provided in this\nAgreement, no delay or omission on the part of any party in exercising any right\nor privilege under this Agreement shall operate as a waiver thereof, nor shall\nany waiver on the part of any party of any right or privilege under this\nAgreement operate as a waiver of any other right or privilege under this\nAgreement nor shall any single or partial exercise of any right or privilege\npreclude any other or further exercise thereof or the exercise of any other\nright or privilege under this Agreement.  No failure by either party to take any\naction or assert any right or privilege hereunder shall be deemed to be a waiver\nof such right or privilege in the event of the continuation or repetition of the\ncircumstances giving rise to such right unless expressly waived in writing by\nthe party against whom the existence of such waiver is asserted.\n\n      6.13  Severability.  Any provision of this Agreement which is prohibited\nor unenforceable in any jurisdiction shall, as to such jurisdiction, be\nineffective to the extent of such prohibition or unenforceability without\ninvalidating the remaining provisions hereof. Any such prohibition or\nunenforceability in any jurisdiction shall not invalidate or render\nunenforceable such provision in any other jurisdiction.\n\n      6.14  Remedies.  Each of GM and Hughes shall be entitled to enforce its\nrights under this Agreement specifically, to recover damages and costs\n(including reasonable attorneys' fees) caused by any breach of any provision of\nthis Agreement and to exercise all other rights existing in its favor. Each of\nGM and Hughes acknowledges and agrees that under certain circumstances the\nbreach by GM or any of its Affiliates or Hughes or any of its Affiliates of a\nterm or provision of this Agreement will materially and irreparably harm the\nother party, that money damages will accordingly not be an adequate remedy for\nsuch breach and that the non-defaulting party, in its sole discretion and in\naddition to its rights under this Agreement and any other remedies it may have\nat law or in equity, may apply to any court of law or equity of competent\njurisdiction (without posting any bond or deposit) for specific performance\nand\/or other injunctive relief in order to enforce or prevent any breach of the\nprovisions of this Agreement.\n\n      6.15  Performance.  Each of the parties hereto shall use all commercially\nreasonable efforts to cause to be performed all actions, agreements and\nobligations set forth herein to be performed by any Affiliate of such party.\n\n      6.16  References; Construction.  The table of contents and the section\nand other headings and subheadings contained in this Agreement and the Exhibits\nhereto are solely for the purpose of reference, are not part of the agreement of\nthe parties hereto, and shall not in any way affect the meaning or\ninterpretation of this Agreement.  All references to days or months shall be\ndeemed references to calendar days or months.  All references to '$' shall be\ndeemed references to\n\n                                      -28-\n\n \nUnited States dollars.  Unless the context otherwise requires, any reference to\na 'Section' or 'Exhibit' shall be deemed to refer to a section of this Agreement\nor an exhibit to this Agreement. The words 'hereof,' 'herein' and 'hereunder'\nand words of similar import referring to this Agreement refer to this Agreement\nas a whole and not to any particular provision of this Agreement. Whenever the\nwords 'include,' 'includes' or 'including' are used in this Agreement, unless\notherwise specifically provided, they shall be deemed to be followed by the\nwords 'without limitation.'  This Agreement shall be construed without regard to\nany presumption or rule requiring construction or interpretation against the\nparty drafting or causing the document to be drafted.\n\n                                *  *  *  *  *  *\n\n                                      -29-\n\n \n     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed and delivered as of the date and year first written above.\n\n\n                                        HE HOLDINGS, INC.\n\n\n                                        By:________________________________\n                                           Name:\n                                           Its:\n\n\n                                        GENERAL MOTORS CORPORATION\n\n\n                                        By:________________________________\n                                           Name:\n                                           Its:\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7618,8652],"corporate_contracts_industries":[9388,9476],"corporate_contracts_types":[9622,9628],"class_list":["post-43424","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-general-motors-corp","corporate_contracts_companies-raytheon-co","corporate_contracts_industries-autos__autos","corporate_contracts_industries-aerospace__space","corporate_contracts_types-planning","corporate_contracts_types-planning__separation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43424","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43424"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43424"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43424"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43424"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}