{"id":43758,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/tax-sharing-agreement-general-motors-corp-he-holdings-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"tax-sharing-agreement-general-motors-corp-he-holdings-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/tax-sharing-agreement-general-motors-corp-he-holdings-inc.html","title":{"rendered":"Tax Sharing Agreement &#8211; General Motors Corp., HE Holdings Inc. and Hughes Network Systems Inc."},"content":{"rendered":"<pre>                             TAX SHARING AGREEMENT\n\n          TAX SHARING AGREEMENT (the 'Agreement') dated as of ___________, 1997\nby and among General Motors Corporation, a Delaware corporation ('GM'), HE\nHoldings, Inc., a Delaware corporation ('Hughes'), and Hughes Network Systems,\nInc., a Delaware corporation ('Telecom').\n \n                              W I T N E S S E T H\n                              -------------------\n\n          WHEREAS, Hughes and Raytheon Company, a Delaware corporation\n('Raytheon'), have entered into an Agreement and Plan of Merger (the 'Hughes\nMerger Agreement'), dated as of January 16, 1997, providing for the merger of\nRaytheon with and into Hughes (the 'Hughes Merger');\n\n          WHEREAS, it is a condition to the consummation of the Hughes Merger\nthat GM effect the spin-off of Hughes from GM (the 'Distribution') and certain\nrelated transactions pursuant to the Hughes Distribution Agreement (as defined\nherein);\n\n          WHEREAS, for U.S. federal income tax purposes, it is intended that the\nDistribution qualify as a tax-free distribution under Section 355 of the Code\n(as defined herein);\n\n          WHEREAS, at the end of the day on which the Distribution occurs (the\n'Distribution Date'), Hughes' taxable year shall close for U.S. federal income\ntax purposes;\n\n          WHEREAS, simultaneously with the execution and delivery of this\nAgreement, GM and Hughes have executed and delivered the Hughes Spin-off\nSeparation Agreement (as defined herein) which sets forth, among other things,\ncertain representations, warranties, covenants and indemnities relating to the\npreservation of the tax-free status of the Distribution; and\n\n          WHEREAS, the parties hereto wish to provide for the payment of Income\nTaxes (as defined herein) and entitlement to refunds thereof, allocate\nresponsibility and provide for cooperation in the filing of returns in respect\nof Income Taxes, and provide for certain other matters relating to Income Taxes\nnot provided for in the Hughes Spin-off Separation Agreement;\n\n \n          NOW, THEREFORE, in consideration of the premises and the\nrepresentations, covenants and agreements herein contained and intending to be\nlegally bound hereby, GM, Hughes, and Telecom hereby agree as follows:\n\n          1.   Definitions.  For purposes of this Agreement, the following terms\nshall have the meanings set forth below:\n\n          'Actually Realized' or 'Actually Realizes' shall mean, for purposes of\ndetermining the timing of the incurrence of any Income Tax Liability or the\nrealization of a Refund (or any related Income Tax cost or benefit) by a Person\nin respect of any payment, transaction, occurrence or event, the time at which\nthe amount of Income Taxes paid by such Person is increased above or reduced\nbelow the amount of Income Taxes that such Person would have been required to\npay but for such payment, transaction, occurrence or event.\n\n          'Allowable Tax' shall mean any Income Tax which is an allowable cost\nunder (i) the Federal Acquisition Regulations, 48 C.F.R. Chapter 1, and\nassociated regulations or (ii) an agreement in effect on or prior to the\nDistribution Date between a member of the Hughes Group or an affiliate thereof\nand any U.S. governmental entity.\n\n          'Business Day' shall mean any day other than a Saturday, a Sunday or a\nday on which banking institutions located in the State of New York are\nauthorized or obligated by law or executive order to close.\n\n          'Carryback' shall mean the carryback of a tax attribute (including,\nwithout limitation, a net operating loss, a net capital loss or a tax credit) by\na member of the Hughes Group (i) from a Post-Distribution Taxable Period to a\nStraddle Period or a Pre-Distribution Taxable Period or (ii) from a Straddle\nPeriod to a Pre-Distribution Taxable Period.\n\n          'Code' shall mean the Internal Revenue Code of 1986, as amended,\ntogether with the rules and regulations promulgated thereunder.\n\n          'Combined Return' shall mean a consolidated, combined or unitary\nIncome Tax Return that includes, or is permitted to include, one or more members\nof the GM Group and one or more members of the Hughes Group.\n\n          'CPR Rules' shall mean the Rules for Non-Administered Arbitration of\nBusiness Disputes promulgated by the Center for Public Resources attached hereto\nas Annex I.\n\n                                       2\n\n \n          'Dispute Notice' shall mean a written notice of a dispute between\nTelecom or GM and Hughes with respect to the subject matter of this Agreement,\nwhich shall set forth in reasonable detail the nature of the dispute.\n\n          'Final Determination' shall mean the final resolution of liability for\nany Income Tax, which resolution may be for a specific issue or adjustment or\nfor a taxable period, (i) by Internal Revenue Service Form 870 or 870-AD (or any\nsuccessor forms thereto), on the date of acceptance by or on behalf of the\ntaxpayer, or by a comparable form under the laws of a state or local taxing\njurisdiction, except that a Form 870 or 870-AD or comparable form shall not\nconstitute a Final Determination to the extent that it reserves (whether by its\nterms or by operation of law) the right of the taxpayer to file a claim for\nrefund or the right of the taxing authority to assert a further deficiency in\nrespect of such issue or adjustment or for such taxable period (as the case may\nbe); (ii) by a decision, judgment, decree, or other order by a court of\ncompetent jurisdiction, which has become final and unappealable; (iii) by a\nclosing agreement or accepted offer in compromise under Sections 7121 or 7122 of\nthe Code, or a comparable agreement under the laws of a state or local taxing\njurisdiction; (iv) by any allowance of a refund or credit in respect of an\noverpayment of Income Tax, but only after the expiration of all periods during\nwhich such refund may be recovered (including by way of offset) by the\njurisdiction imposing such Income Tax; or (v) by any other final disposition,\nincluding by reason of the expiration of the applicable statute of limitations\nor by mutual agreement of the parties.\n\n          'GM Consolidated Group' shall mean GM and the other members of the\naffiliated group of corporations (within the meaning of Section 1504(a) of the\nCode) of which GM is the common parent.\n\n          'GM Group' shall mean, solely for purposes of this Agreement, GM and\neach of the other members of the GM Consolidated Group, other than any member of\nthe Hughes Group.\n\n          'Hughes Distribution Agreement' shall mean the Agreement and Plan of\nMerger by and between GM and [Mergeco] Corporation, a Delaware corporation,\nwhich provides for, among other things, the Distribution.\n\n          'Hughes Electronics' shall mean Hughes Electronics Corporation, which\nowns all the outstanding common stock of Hughes at the date of execution of the\nHughes Merger Agreement.\n\n                                       3\n\n \n          'Hughes Group' shall mean, solely for purposes of this Agreement,\nHughes and its subsidiaries, determined immediately after the Distribution and\nimmediately prior to the Hughes Merger, and shall include any corporation that\nshall have merged or liquidated into Hughes or any of its subsidiaries or into\nwhich Hughes or any of its subsidiaries shall have merged or liquidated.\n\n          'Hughes Post-Merger Group' shall mean Hughes and the other members of\nthe affiliated group of corporations (within the meaning of Section 1504(a) of\nthe Code) which includes Hughes, as determined from time to time after giving\neffect to the Hughes Merger, and shall include Raytheon.\n\n          'Hughes Spin-off Separation Agreement' shall mean the Hughes Spin-off\nSeparation Agreement, dated as of _______ __, 1997, by and between Hughes and\nGM.\n\n          'Income Tax' (i) shall mean (A) any United States federal, state or\nlocal (but not foreign) tax, charge, fee, impost, levy or other assessment which\nis based upon, measured by, or calculated with respect to (1) net income or\nprofits (including, but not limited to, the Michigan Single Business Tax and any\ncapital gains, gross receipts, value added or minimum tax and any tax on items\nof tax preference, but not including sales, use, real property gains, real or\npersonal property, transfer or similar taxes), or (2) multiple bases (including,\nbut not limited to, corporate franchise, doing business or occupation taxes), if\none or more of the bases upon which such tax may be based, by which it may be\nmeasured, or with respect to which it may be calculated is described in clause\n(i)(A)(1) of this definition, together with (B) any interest and any penalties,\nfines, additions to tax or additional amounts imposed by any taxing authority\nwith respect thereto and (ii) shall include any transferee liability in respect\nof an amount described in clause (i) of this definition.\n\n          'Income Tax Benefit' shall mean, in respect of a Person or group of\nPersons for any taxable period, the excess of (A) the hypothetical Income Tax\nLiability of such Person or group of Persons for such taxable period, calculated\nas if the Timing Difference, Reverse Timing Difference, increase in foreign tax\ncredits or carryover of a Tax Attribute, as the case may be, had not occurred\nbut with all other facts unchanged, over (B) the actual Income Tax Liability of\nsuch Person or group of Persons for such taxable period, calculated taking into\naccount the Timing Difference, Reverse Timing Difference, increase in foreign\ntax credits or carryover of such Tax Attribute, as the case may be (and treating\na Refund as a negative Income Tax Liability, and taking into account credits (if\nany), for purposes of such calculation).\n\n                                       4\n\n \n          'Income Tax Detriment' shall mean, in respect of any Person or group\nof Persons for any taxable period, the excess of (A) the actual Income Tax\nLiability of such Person or group of Persons for such taxable period, calculated\ntaking into account the Timing Difference, Reverse Timing Difference or decrease\nin foreign tax credits, as the case may be, over (B) the hypothetical Income Tax\nLiability of such Person or group of Persons for such taxable period, calculated\nas if the Timing Difference, Reverse Timing Difference or decrease in foreign\ntax credits, as the case may be, had not occurred but with all other facts\nunchanged (and treating a Refund as a negative Income Tax Liability, and taking\ninto account credits (if any), for purposes of such calculation).\n\n          'Income Tax Liabilities' shall mean all liabilities for Income Taxes.\n\n          'Income Tax Return' shall mean any return, report, filing, statement,\nquestionnaire, declaration or other document required to be filed with a taxing\nauthority in respect of Income Taxes.\n\n          'Indemnified Party' shall mean any Person which is seeking\nindemnification from an Indemnifying Party pursuant to the provisions of this\nAgreement.\n\n          'Indemnifying Party' shall mean any party hereto from which any\nIndemnified Party is seeking indemnification pursuant to the provisions of this\nAgreement.\n\n          'Look-Back Interest' shall mean interest computed under the look-back\nmethod of Section 460(b)(2) of the Code (or similar provision of state or local\nIncome Tax law).\n\n          'Negotiation Period' shall mean the period of 20 Business Days\nfollowing the initial meeting of the representatives of Telecom and Hughes\nfollowing the receipt of a Dispute Notice.\n\n          'Overpayment Rate' shall mean the annual rate of interest described in\nSection 6621(a)(1) of the Code (or similar provision of state or local Income\nTax law, as applicable), as determined from time to time.\n\n          'Person' shall mean and include any individual, partnership, joint\nventure, limited liability company, corporation, association, joint stock\ncompany, trust, unincorporated organization or similar entity or a governmental\nauthority or any department or agency or other unit thereof.\n\n                                       5\n\n \n          'Post-Distribution Taxable Period' shall mean a taxable period that,\nto the extent it relates to a member of the Hughes Group, begins after the\nDistribution Date.\n\n          'Pre-Distribution Taxable Period' shall mean a taxable period that, to\nthe extent it relates to a member of the Hughes Group, ends on or before the\nDistribution Date.\n\n          'Proceeding' shall mean any audit or other examination, judicial or\nadministrative proceeding relating to liability for or refunds or adjustments\nwith respect to Income Taxes.\n\n          'Refund' shall mean any refund of Income Taxes, including any\nreduction in Income Tax Liabilities by means of a credit, offset or otherwise.\n\n          'Reverse Timing Difference' shall mean an adjustment to an Income Tax\nReturn which results in (x) an increase in income, gain or recapture, or a\ndecrease in deduction, loss or credit, as calculated for Income Tax purposes, of\nany member of the GM Consolidated Group for any Pre-Distribution Taxable Period\nor the portion of a Straddle Period ending on the Distribution Date and (y) an\nincrease in deduction, loss or credit, or a decrease in income, gain or\nrecapture, of a member of the Hughes Post-Merger Group for a Post-Distribution\nTaxable Period or the portion of a Straddle Period beginning on the day after\nthe Distribution Date.\n\n          'Straddle Period' shall mean a taxable period that, to the extent it\nrelates to a member of the Hughes Group, includes, but does not end on, the\nDistribution Date.\n\n          'Tax Allocation Agreement' shall mean the Agreement for the Allocation\nof United States Federal Income Taxes, by and between GM, Hughes Electronics,\nHughes and Delco Electronics Corporation, dated as of December 29, 1985, as\namended.\n\n          'Tax Attribute' shall mean a tax attribute which is described in\nSection 6.d(i) or (ii) hereof.\n\n          'Timing Difference' shall mean an adjustment to an Income Tax Return\nwhich results in (x) an increase in income, gain or recapture, or a decrease in\ndeduction, loss or credit, as calculated for Income Tax purposes, of any member\nof the Hughes Post-Merger Group for any Post-Distribution Taxable Period or the\nportion of a Straddle Period beginning on the day after the Distribution Date\nand (y) an increase in\n\n                                       6\n\n \ndeduction, loss or credit, or a decrease in income, gain or recapture, of a\nmember of the GM Consolidated Group for a Pre-Distribution Taxable Period or the\nportion of a Straddle Period ending on the Distribution Date.\n\n          'Underpayment Rate' shall mean the annual rate of interest described\nin Section 6621(c) of the Code for large corporate underpayments of Income Tax\n(or similar provision of state or local Income Tax law, as applicable), as\ndetermined from time to time.\n\n\n          2.   Filing of Income Tax Returns; Payment of Income Taxes.\n\n               a.   Income Tax Returns for Pre-Distribution Taxable Periods.\n\n                    (i) GM shall prepare and file or cause to be prepared and\nfiled (A) the U.S. consolidated federal Income Tax Returns of the GM\nConsolidated Group required to be filed after the date hereof for all Pre-\nDistribution Taxable Periods, including the taxable period in which the\nDistribution Date occurs, (B) all other Combined Returns for Pre-Distribution\nTaxable Periods that are required to be filed by a member of the GM Group and\n(C) all other Income Tax Returns of or which include one or more members of the\nHughes Group that are required to be filed (taking into account any extensions)\non or prior to the Distribution Date. Subject to later reimbursement by Hughes\npursuant to Section 2.d hereof, GM shall pay or cause to be paid any and all\nIncome Taxes due with respect to such Income Tax Returns. At least 30 days prior\nto the earlier of (x) the due date for filing any such Income Tax Return or (y)\nthe date by which Telecom is required by GM to deliver its portion of such\nIncome Tax Return to GM, Telecom shall provide Hughes with a copy of those\nportions of such Income Tax Returns that relate exclusively to one or more\nmembers of the Hughes Group and shall identify, in a separate statement, any\nIncome Tax elections, changes in accounting method or actions inconsistent with\npast practice in respect thereof. Hughes shall have the right to review and\napprove (which approval shall not be unreasonably withheld) such portions of\neach such Income Tax Return for 15 days following receipt thereof; provided,\nhowever, that Hughes shall be deemed to have unreasonably withheld its approval\nunless, as the basis for withholding such approval, Hughes demonstrates (by\nmeans of a written explanation in sufficient detail to permit such conclusion to\nbe verified) that Telecom has failed to comply with the requirements of Section\n2.e(i) hereof with respect to such portions of such Income Tax Returns. The\nfailure of Hughes to propose any changes to any such Income Tax Return within\nsuch 15-day period shall be deemed to constitute Hughes' approval thereof.\nTelecom and Hughes shall attempt in good faith mutually to resolve any\ndisagreements regarding such portions of such Income Tax Returns prior to the\ndue date for filing thereof; provided, however, that if any such disagreements\nare not\n\n                                       7\n\n \nresolved prior to such date, GM shall file (or cause to be filed) any such\nIncome Tax Return in the form and manner in which it was prepared. Any\ndisagreements regarding such portions of such Income Tax Returns which are not\nresolved prior to the filing thereof shall be promptly resolved pursuant to\nSection 8 hereof.\n\n                    (ii) Telecom shall prepare, and Hughes shall file or cause\nto be filed (in the form and manner so prepared by Telecom), any Income Tax\nReturn which (A) includes one or more members of the Hughes Group for a Pre-\nDistribution Taxable Period, (B) is not required to be, and is not, filed on or\nprior to the Distribution Date and (C) is required to be filed by a member of\nthe Hughes Group. Telecom shall provide Hughes with each such Income Tax Return\nat least 30 days prior to the due date for filing thereof, and shall identify,\nin a separate statement, any Income Tax elections, changes in accounting method\nor actions inconsistent with past practice in respect thereof. Hughes shall have\nthe right to review and approve (which approval shall not be unreasonably\nwithheld) each such Income Tax Return for 15 days following receipt thereof;\nprovided, however, that Hughes shall be deemed to have unreasonably withheld its\napproval of such Income Tax Return unless, as the basis for withholding such\napproval, Hughes demonstrates (by means of a written explanation in sufficient\ndetail to permit such conclusion to be verified) that Telecom has failed to\ncomply with the requirements of Section 2.e(i) hereof. The failure of Hughes to\npropose any changes to any such Income Tax Return within such 15-day period\nshall be deemed to constitute Hughes' approval thereof. Hughes shall pay or\ncause to be paid the Income Tax Liability shown due on such Income Tax Returns.\nNo later than 5 Business Days prior to the due date for filing any such Income\nTax Return (taking into account extensions), either (A) Telecom shall pay to\nHughes, subject to later reimbursement by Hughes pursuant to Section 2.d hereof,\nthe excess, if any, of (1) the Income Tax Liability shown due on such Income Tax\nReturn over (2) the estimated Income Tax payments (including payments made in\nconnection with an application for an extension) previously made in respect\nthereof by a member of the GM Consolidated Group, or (B) Hughes shall pay to\nTelecom the excess, if any, of (1) the amount described in clause (A)(2) of this\nsentence over (2) the amount described in clause (A)(1) of this sentence.\nTelecom and Hughes shall attempt in good faith mutually to resolve any\ndisagreements regarding such Income Tax Returns prior to the due date for filing\nthereof; provided, however, that the failure to resolve all disagreements prior\nto such date shall not relieve Hughes of its obligation to file (or cause to be\nfiled) any such Income Tax Return in accordance with the first sentence of this\nSection 2.a(ii). Any disagreements regarding such Income Tax Returns which are\nnot resolved prior to the filing thereof shall be promptly resolved pursuant to\nSection 8 hereof.\n\n                                       8\n\n \n                    (iii) Telecom shall prepare any documentation required to be\nfiled in connection with the making of estimated Income Tax payments due in\nrespect of Pre-Distribution Taxable Periods for which Telecom (or another member\nof the GM Group) is obligated to prepare an Income Tax Return hereunder and\nshall make any such estimated Income Tax payments, whether due before, on or\nafter the Distribution Date.\n\n               b. Income Tax Returns for Post-Distribution Taxable Periods.\nHughes shall be responsible for (i) preparing and filing or causing to be\nprepared and filed all Income Tax Returns required to be filed by Hughes or any\nmember of the Hughes Group for any Post-Distribution Taxable Period and (ii)\npaying the Income Tax Liability due with respect to such Income Tax Returns,\nsubject to later reimbursement by Telecom pursuant to Sections 2.g and 2.h\nhereof.\n\n               c.   Income Tax Returns for Straddle Periods.\n\n                    (i) For U.S. federal Income Tax purposes, the taxable year\nof the Hughes Group shall end as of the close of the Distribution Date and, with\nrespect to all other Income Taxes, GM (or the appropriate member of the GM\nGroup) and Hughes shall, unless prohibited by applicable law, take all action\nnecessary or appropriate to close the taxable period of the members of the\nHughes Group as of the close of the Distribution Date. Neither any member of the\nGM Group nor any member of the Hughes Group shall take any position inconsistent\nwith the preceding sentence on any Income Tax Return.\n\n                    (ii) Telecom shall prepare, and Hughes shall file or cause\nto be filed (in the form and manner so prepared by Telecom), all Income Tax\nReturns of or which include the Hughes Group or any member thereof for a\nStraddle Period. Telecom shall provide Hughes with each such Income Tax Return\nat least 30 days prior to the due date for filing thereof, and shall identify,\nin a separate statement, any Income Tax elections, changes in accounting method\nor actions inconsistent with past practice in respect thereof. Hughes shall have\nthe right to review and approve (which approval shall not be unreasonably\nwithheld) each such Income Tax Return for 15 days following receipt thereof;\nprovided, however, that Hughes shall be deemed to have unreasonably withheld its\napproval of such Income Tax Return unless, as the basis for withholding such\napproval, Hughes demonstrates (by means of a written explanation in sufficient\ndetail to permit such conclusion to be verified) that Telecom has failed to\ncomply with the requirements of Section 2.e(i) hereof. The failure of Hughes to\npropose any changes to any such Income Tax Return within such 15-day period\nshall be deemed to constitute Hughes' approval thereof. Telecom and Hughes shall\nattempt in good faith mutually to resolve any disagreements regarding such\nIncome Tax Returns prior to the due date for filing thereof; provided, however,\nthat the failure to resolve\n\n                                       9\n\n \nall disagreements prior to such date shall not relieve Hughes of its obligation\nto file (or cause to be filed) any such Income Tax Return in accordance with the\nfirst sentence of this Section 2.c(ii). Any disagreements regarding such Income\nTax Returns which are not resolved prior to the filing thereof shall be promptly\nresolved pursuant to Section 8 hereof.\n\n                    (iii) An Income Tax Liability in respect of an Income Tax\nReturn for a Straddle Period shall be (A) allocated to Telecom to the extent\nsuch Income Tax Liability is (1) attributable to a member of the Hughes Group\nfor the period up to and including the Distribution Date or (2) attributable\nsolely to the inclusion in such Income Tax Return of one or more members of the\nGM Group, and (B) allocated to Hughes to the extent such Income Tax Liability is\n(1) attributable to a member of the Hughes Group for the period subsequent to\nthe Distribution Date or (2) attributable solely to the inclusion in such Income\nTax Return of any member of the Hughes Post-Merger Group which is formed or\nacquired after the Distribution. The allocation of any Income Tax Liability\nbetween the portion of any Straddle Period ending on the Distribution Date and\nthe portion of such Straddle Period after the Distribution Date shall be made by\nmeans of a closing of the books and records of the members of the Hughes Group\nas of the close of the Distribution Date, as if such taxable period ended as of\nthe close of the Distribution Date; provided, that exemptions, allowances or\ndeductions that are calculated on an annual basis (including, but not limited\nto, depreciation and amortization deductions) shall be allocated between the\nperiod ending on the Distribution Date and the period after the Distribution\nDate in proportion to the number of days in each such period. In the case of any\nIncome Tax Liability of any member of the Hughes Group which is attributable to\nthe ownership by such member of an equity interest in a partnership or other\n'flowthrough' entity for Income Tax purposes, such allocation shall be made as\nif the taxable period of such partnership or other 'flowthrough' entity ended as\nof the close of the Distribution Date; provided, however, that to the extent\nthat the information necessary to compute such allocation on the basis of an\ninterim closing of the books of such 'flowthrough' entity is not available to\nTelecom or Hughes, such allocation shall be made between the period ending on\nthe Distribution Date and the period after the Distribution Date in proportion\nto the number of days in each such period.\n\n                    (iv)  Hughes shall pay or cause to be paid the Income Tax\nLiability due with respect to any Straddle Period. No later than 5 Business Days\nprior to the due date for filing any such Income Tax Return (taking into account\nextensions), either (A) Telecom shall pay to Hughes, subject to later\nreimbursement by Hughes pursuant to Section 2.d hereof, the excess, if any, of\n(1) the portion of the Income Tax Liability for such Straddle Period which is\nallocable to Telecom pursuant to Section 2.c(iii) hereof over (2) the estimated\nIncome Tax payments (including payments made in connection with an application\nfor an extension) made in respect of such Straddle Period by a member of the GM\n\n                                      10\n\n \nConsolidated Group on or prior to the Distribution Date, or (B) Hughes shall pay\nto Telecom the excess, if any, of (1) the amount described in clause (A)(2) of\nthis sentence over (2) the amount described in clause (A)(1) of this sentence.\n\n                    (v) Telecom shall prepare any documentation required to be\nfiled in connection with the making of estimated Income Tax payments due in\nrespect of Straddle Periods for which Hughes (or another member of the Hughes\nGroup) is obligated to file an Income Tax Return hereunder. Hughes shall make\nany such estimated Income Tax payments which are due on or after the\nDistribution Date.\n\n               d.   Allowable Taxes.\n\n                    (i)    The Hughes Group's allocable share of an Income Tax\nLiability which is attributable to Allowable Taxes for all Pre-Distribution\nTaxable Periods and the portion of any Straddle Period ending with the\nDistribution Date shall be determined in a manner consistent with prior practice\nof Hughes Electronics and in accordance with the applicable Cost Accounting\nStandards Board Disclosure Statements of Hughes Electronics. (A copy of the\nstatement dated as of July 19, 1996 is annexed hereto as Annex II.)\n\n                    (ii)   As soon as practicable after (A) the filing of any\nIncome Tax Return for a Pre-Distribution Taxable Period or a Straddle Period in\nrespect of an Allowable Tax or (B) a redetermination of the liability shown as\ndue on any such Income Tax Return that results in an adjustment of payments to\nor from the relevant U.S. governmental entity pursuant to an agreement or under\napplicable law, Telecom shall provide Hughes with a written statement setting\nforth the difference, if any, between (x) the amount of such Allowable Tax that\nis allocable to the Hughes Group for such taxable period and (y) the amount of\nsuch Allowable Tax previously allocated to the Hughes Group. Such statement\nshall contain sufficient information to allow Hughes to verify the amount of\nAllowable Tax, and Telecom shall provide Hughes with any information reasonably\nrequested to enable Hughes to complete the calculations required by Section\n2.d(iii) hereof.\n\n                    (iii)  No later than 90 days after delivery by Telecom to\nHughes of a statement of allocable Income Tax pursuant to Section 2.d(ii) hereof\nfor any taxable period, Hughes shall provide to Telecom a schedule setting forth\nthe following calculation: (A) if the amount described in clause (x) of Section\n2.d(ii) exceeds the amount described in clause (y) thereof, the portion of such\nexcess (plus interest, if any) for which the Hughes Group is entitled to be\nreimbursed by the relevant U.S. governmental entity (or other contracting party)\nunder the relevant contracts and applicable law, and (B) if the amount described\nin clause (y) of Section 2.d(ii) exceeds the amount described in clause (x)\nthereof,\n\n                                      11\n\n \nthe portion of such excess which the Hughes Group is obligated to reimburse to\nthe relevant U.S. governmental entity (or other contracting party) under the\nrelevant contracts and applicable law. In each case, such calculation shall be\nmade (1) without giving effect to any decision by the Hughes Group not to seek\nreimbursement of any amount to which it is entitled or to any credit or offset\nfor any amount which is not related to such Allowable Tax and (2) in accordance\nwith the applicable disclosed or established cost accounting practices of the\nHughes Group, consistently applied, and applicable law; provided, that, with\nrespect to interest, such calculation shall be consistent with the final\ndecision in the pending action titled Lockheed Corporation v. Widnall, 95-1025\n(Fed. Cir.). Such schedule shall set forth separately the reimbursement amount\nfor each contract requiring payments of more than $10,000, but may aggregate the\nreimbursement amounts for all contracts requiring payments of $10,000 or less.\nWithin 5 days after delivery of such schedule, either Hughes shall pay to\nTelecom the amount shown thereon (in the case of an amount described in clause\n(A) of this Section 2.d(iii)), notwithstanding any disagreement of Telecom\ntherewith (which disagreement shall be resolved pursuant to Section 2.d(iv)\nhereof), or Telecom shall pay to Hughes the amount shown thereon (in the case of\nan amount described in clause (B) of this Section 2.d(iii)).\n\n                    (iv)   Telecom shall have the right to review the schedule\ndelivered by Hughes pursuant to Section 2.d(iii) hereof for 90 days after the\ndelivery thereof. Hughes shall provide Telecom with any information reasonably\nrequested to enable Telecom to complete its review. The parties shall attempt in\ngood faith mutually to resolve any disagreements regarding such schedule. Any\ndisagreements that the parties do not resolve within such 90-day period shall be\nreferred to a nationally recognized independent accounting firm mutually agreed\nto by Hughes and Telecom, whose determination shall be final and binding on the\nparties. To the extent that the amount shown on such schedule, as revised to\ntake into account the resolution of any disagreements therewith in accordance\nwith this Section 2.d(iv), differs from the amount shown in the original\nschedule delivered pursuant to Section 2.d(iii) hereof, Hughes shall pay to\nTelecom (or Telecom shall pay to Hughes) an amount equal to such difference,\nwith interest thereon at the Overpayment Rate from the date of payment pursuant\nto Section 2.d(iii).\n\n               e.   Preparation of Income Tax Returns.\n\n                    (i)  GM (or such member of the GM Group as shall be\nresponsible for the preparation of such Income Tax Returns) shall, in its sole\nand absolute discretion, determine the entities to be included in a Combined\nReturn and, subject to any right of review and approval by Hughes contained in\nSection 2 hereof, make or revoke any Income Tax elections, adopt or change any\naccounting methods, and determine any other\n\n                                      12\n\n \nposition taken on or in respect of an Income Tax Return for a Pre-Distribution\nTaxable Period or a Straddle Period that is required to be filed after the date\nof the Hughes Merger Agreement; provided, however, that GM (or any such member)\nshall prepare all such Income Tax Returns and take all such actions, to the\nextent such Income Tax Returns or actions relate to the Hughes Group, in a\nmanner consistent with past practice to the extent that to do otherwise would\nresult in a significant adverse effect on the Income Tax Liability of the Hughes\nGroup in a Post-Distribution Taxable Period (after giving effect to any\ninconsistency with past practice which has a beneficial effect on the Income Tax\nLiability of the Hughes Group in a Post-Distribution Taxable Period), except (A)\nin the case of a state or local Income Tax Return, to the extent that such\nIncome Tax Return is required to be, and is, consistent with the U.S.\nconsolidated federal Income Tax Return of the GM Consolidated Group or (B) as\nrequired by applicable law or as a result of a Final Determination (in which\ncase, GM (or such member) shall provide Hughes with written notice of its intent\nto take any such inconsistent position at least 15 Business Days prior to filing\nthe relevant Income Tax Return) or (C) where Hughes has approved, or been deemed\nto have approved, an inconsistency with past practice having an adverse effect\non the Hughes Group, which inconsistency with past practice was specifically\nidentified in a separate statement provided by Telecom in connection with an\nIncome Tax Return or portion thereof supplied to Hughes in accordance with the\nprovisions of Section 2 hereof.\n\n                    (ii)   Hughes shall, and shall cause each member of the\nHughes Group to, execute such documents and take such actions as shall be\nreasonably requested by GM or Telecom to cause those members of the Hughes Group\nor Hughes Post-Merger Group designated by GM or Telecom to be included in any\nCombined Return (whether it relates to a Pre-Distribution Taxable Period or a\nStraddle Period). Without limiting the foregoing, Hughes (on behalf of itself\nand each member of the Hughes Group) agrees to file a Combined Return with GM or\nany member of the GM Group wherever required to do so by applicable law or\nwherever the option to do so is elected by any member of the GM Group. Except as\nrequired by applicable law or as a result of a Final Determination, Hughes shall\nnot, and shall cause each member of the Hughes Post-Merger Group not to, take\nany position with respect to a specific item of income, deduction, gain, loss or\ncredit on an Income Tax Return for a Post-Distribution Taxable Period that is\ndirectly inconsistent with a position taken on a previously filed Income Tax\nReturn of or which included a member of the Hughes Group for a Pre-Distribution\nTaxable Period or a Straddle Period with respect to such item (including,\nwithout limitation, the claiming of a deduction previously claimed on any such\nIncome Tax Return). If Hughes believes in good faith that, under applicable law\nor as a result of a Final Determination, Hughes or a member of the Hughes Post-\nMerger Group must take such an inconsistent position, Hughes shall provide\nTelecom with written notice of its intent to take any such inconsistent position\nat least 15\n                                      \n                                      13\n\n \nBusiness Days prior to filing the relevant Income Tax Return and to consult in\ngood faith with Telecom concerning the extent to which such inconsistency is so\nmandated.\n\n               f. Redeterminations of Income Tax Liability. If the Income Tax\nLiability attributable to the Hughes Group or a member thereof is redetermined\nfor a Pre-Distribution Taxable Period or a Straddle Period as part of a Final\nDetermination, then, except as provided in the Hughes Spin-Off Separation\nAgreement, the payments required to be made by a party hereto pursuant to\nSection 2 hereof shall be recomputed by substituting the amount of the Income\nTax Liability as so redetermined. A party hereto which is liable to make a\npayment by reason of such redetermination to another party hereto shall make\nsuch payment with interest thereon, computed at the Underpayment Rate, from the\ndue date for filing the Income Tax Return for which the Income Tax Liability was\nredetermined until the date of payment pursuant to this Section 2.f (but without\nduplication of the amount of interest included in the Income Tax Liability as so\nredetermined). Such payment shall be made no later than 5 Business Days prior to\nthe date that payment is due to the relevant taxing authority by reason of such\nredetermination.\n\n               g. Look-Back Interest. Notwithstanding Sections 2.b and 2.c\nhereof, if Look-Back Interest is allocable to a Pre-Distribution Taxable Period\nor the portion of a Straddle Period ending on the Distribution Date, (i) Telecom\nshall pay or cause to be paid to Hughes the amount of any such interest required\nto be paid to a taxing authority by a member of the Hughes Group, net of any tax\nbenefit therefrom allowable to a member of the Hughes Group and (ii) Hughes\nshall pay or cause to be paid to Telecom the amount of any such interest which a\nmember of the Hughes Group shall be entitled to receive from a taxing authority,\nnet of any tax cost incurred thereon. If Hughes files, causes to be filed or is\nincluded in an Income Tax Return setting forth an amount described in the\npreceding sentence, Hughes shall deliver to Telecom, no later than 45 Business\nDays prior to the due date for filing of such Income Tax Return, a schedule\nsetting forth in reasonable detail the calculation of such amount. Telecom shall\nhave the right to review and approve (which approval shall not be unreasonably\nwithheld) such calculation for 30 Business Days. The failure of Telecom to\npropose any change to such calculation within such 30-Business Day period shall\nbe deemed to constitute Telecom's approval thereof. Telecom shall pay to Hughes,\nor Hughes shall pay to Telecom (as the case may be), the amount required by this\nSection 2.g, no later than 5 Business Days prior to the due date for filing any\nsuch Income Tax Return. If Telecom notifies Hughes that a member of the Hughes\nGroup is entitled to receive Look-Back Interest in respect of a Pre-Distribution\nTaxable Period or the portion of a Straddle Period ending on the Distribution\nDate, Hughes shall claim such amount on the relevant Income Tax Return, and\nshall not be relieved from the obligation to make a payment to Telecom in\nrespect thereof by reason of its failure to do so.\n\n                                      14\n\n \n               h.   Flowthrough Entities. If the Income Tax Liability of any\nmember of the Hughes Group for a Post-Distribution Taxable Period is increased\nor decreased as a result of the ownership by such member of an equity interest\nin a partnership or other 'flowthrough' entity for Income Tax purposes and, in\naccordance with the principle set forth in the last sentence of Section 2.c(iii)\nhereof, such increase or decrease is allocable to a Pre-Distribution Taxable\nPeriod, (i) Telecom shall pay or cause to be paid to Hughes the amount of any\nsuch increase in Income Tax Liability, and (ii) Hughes shall pay or cause to be\npaid to Telecom the amount of any such decrease in Income Tax Liability. If\nHughes files, causes to be filed or is included in an Income Tax Return setting\nforth an amount described in the preceding sentence, Hughes shall deliver to\nTelecom, no later than 45 Business Days prior to the due date for filing of such\nIncome Tax Return, a schedule setting forth in reasonable detail the calculation\nof such amount. Telecom shall have the right to review and approve (which\napproval shall not be unreasonably withheld) such calculation for 30 Business\nDays. The failure of Telecom to propose any change to such calculation within\nsuch 30-Business Day period shall be deemed to constitute Telecom's approval\nthereof. Telecom shall pay to Hughes, or Hughes shall pay to Telecom (as the\ncase may be), the amount required by this Section 2.h, no later than 5 Business\nDays prior to the due date for filing any such Income Tax Return (taking into\naccount extensions).\n\n               i.   Review and Approval of Income Tax Returns. Notwithstanding\nanything in this Agreement to the contrary, Hughes shall have no right to review\nand approve any Income Tax Return the due date for filing of which (or, in the\ncase of the portion of any Income Tax Return described in Section 2.a(i) hereof\nthat relates to the Hughes Group, the date by which such portion is required by\nGM to be delivered to GM) is prior to, or less than 30 days after, the\nDistribution; provided, that (i) Telecom shall, upon request by Hughes after the\nDistribution, provide Hughes with copies of any such Income Tax Returns (or\nportions thereof), and (ii) this sentence shall not be construed to relieve GM\nof its undertakings set forth in Section 2.e(i) hereof.\n\n          3.   Indemnification for Income Taxes.\n\n               a.   Indemnification by GM and Telecom. Except as otherwise\nprovided in the Hughes Spin-off Separation Agreement, from and after the\nDistribution Date, GM and Telecom jointly and severally shall indemnify and hold\neach member of the Hughes Group and their respective directors, officers,\nemployees, affiliates, agents, successors and assigns harmless from and against\n(i) all Income Tax Liabilities incurred by any member of the GM Consolidated\nGroup in respect of the Distribution or the Hughes Merger, (ii) all costs,\nexpenses and damages associated with stockholder litigation or controversies\narising in connection with any proposed tax assessment or controversy with\nrespect to the Distribution\n\n                                      15\n\n \nor the Hughes Merger, (iii) without duplication, all Income Tax Liabilities\nwhich Telecom (or any other member of the GM Group) is required to pay, or\nreimburse Hughes for, pursuant to Section 2 hereof, and (iv) all Income Taxes\nincurred by any member of the Hughes Group by reason of the breach by Telecom or\nGM of any of its covenants hereunder and, in any case, any related costs and\nexpenses (including, without limitation, reasonable attorneys' fees and\nexpenses).\n\n               b.   Indemnification by Hughes. From and after the Distribution\nDate, Hughes shall indemnify and hold each member of the GM Group and their\nrespective directors, officers, employees, affiliates, agents, successors and\nassigns harmless from and against (i) all Income Tax Liabilities which Hughes\n(or any other member of the Hughes Group or the Hughes Post-Merger Group) is\nrequired to pay, or reimburse GM or Telecom for, under Section 2 hereof and (ii)\nall Income Taxes incurred by any member of the GM Group or Hughes Group by\nreason of the breach by Hughes of any of its covenants hereunder and, in either\ncase, any related costs and expenses (including, without limitation, reasonable\nattorneys' fees and expenses). Nothing in this Agreement shall limit Hughes'\nindemnification obligations under the Hughes Spin-off Separation Agreement.\n\n               c.   Payment. Subject to the following sentence, the Indemnifying\nParty shall pay to the Indemnified Party, no later than 45 Business Days after\nthe Indemnifying Party receives from the Indemnified Party calculations thereof\n(in sufficient detail so as to permit the Indemnifying Party to understand such\ncalculations), the amount that the Indemnifying Party is required to pay the\nIndemnified Party under this Section 3 by reason of a Final Determination. The\nfailure of the Indemnifying Party to notify the Indemnified Party in writing of\nits disagreement with such calculations within 20 Business Days of receiving\nsuch calculations shall be deemed to constitute the Indemnifying Party's\nagreement therewith. Any dispute regarding such calculations shall be resolved\nin accordance with Section 8 hereof.\n\n          4.   Refunds; Foreign Tax Credits.\n\n               a.   Refunds. Except to the extent provided in Sections 6.a and\n6.d hereof, Telecom shall be entitled to all Refunds (and any interest thereon\nreceived from the applicable taxing authority) in respect of Income Taxes for\nall Pre-Distribution Taxable Periods and the portion of any Straddle Period\nending on the Distribution Date, subject to later reimbursement of Hughes\npursuant to Section 2.d(iii) hereof. Except to the extent provided in Section\n6.b or 6.d hereof, Hughes shall be entitled to all Refunds (and any interest\nthereon received from the applicable taxing authority) in respect of Income\nTaxes for all Post-Distribution Taxable Periods and the portion of any Straddle\nPeriod beginning after\n\n                                      16\n\n \nthe Distribution Date. A party receiving a Refund to which another party is\nentitled pursuant to this Section 4.a shall pay the amount to which such other\nparty is entitled within 10 days after such Refund is Actually Realized. Telecom\nshall be permitted to file, and Hughes shall fully cooperate with Telecom in\nconnection with, any claim for Refund in respect of an Income Tax for which\nTelecom (or any other member of the GM Group) is responsible pursuant to Section\n2 hereof.\n\n               b.   Foreign Tax Credits.\n\n                    (i)   If, as a result of the payment by the Hughes Group\nafter the Distribution Date of a foreign tax, there is an increase in the\nforeign tax credits allowed to a member of the GM Group for Income Tax purposes,\nTelecom shall pay to Hughes the amount of any Income Tax Benefit Actually\nRealized therefrom, including interest (computed at the Overpayment Rate) from\nthe original due date (without extensions) of the Income Tax Return for the\ntaxable period in which such Income Tax Benefit is Actually Realized (or, if\nlater, the date which is 45 days after the date of receipt of the notice\ndescribed in the next sentence) through the date of payment under this Section\n4.b(i) (but without duplication of the amount of interest, if any, included in\nthe Income Tax Benefit Actually Realized). Hughes shall provide written notice\nto Telecom of any such payment of a foreign tax, together with any documentation\nreasonably requested by Telecom to enable Telecom to verify and substantiate\nsuch payment. Until such time as any such foreign tax credit has been utilized\nby GM or any member of the GM Group, Telecom shall, in connection with each U.S.\nfederal Income Tax Return filed by or on behalf of a member of the GM Group,\nprovide Hughes with a statement, signed by Telecom's chief financial officer,\nsetting forth a good faith calculation of the extent to which any such foreign\ntax credit was utilized on such Income Tax Return, which calculation shall be\nfinal and binding upon the parties (subject to adjustment in the event of a\nsubsequent Final Determination). Any tax attribute arising from the carryforward\nof any such foreign tax credit shall not be subject to Section 6.d hereof.\n\n                    (ii)  If, as a result of the receipt by the Hughes Group\nafter the Distribution Date of a refund of foreign tax (including by means of a\ncredit or offset), there is a decrease in the foreign tax credits allowed to a\nmember of the GM Group for Income Tax purposes, Hughes shall pay to Telecom the\namount of any Income Tax Detriment Actually Realized by the GM Group therefrom,\nincluding interest (computed at the Underpayment Rate) from the original due\ndate (without extensions) of the Income Tax Return for the taxable period in\nwhich such Income Tax Detriment is Actually Realized through the date of payment\nunder this Section 4.b(ii) (but without duplication of the amount of interest,\nif any, included in the Income Tax Detriment Actually Realized). Hughes shall\nprovide written notice to Telecom of the nature and amount of any such refund.\nTelecom\n\n                                      17\n\n \nshall provide Hughes with any documentation reasonably requested by Hughes to\nenable Hughes to verify and substantiate the amount of any such Income Tax\nDetriment resulting therefrom.\n\n          5.   Income Tax Contests.\n\n               a.   Notification. Hughes shall, promptly upon receipt of notice\nthereof by any member of the Hughes Group, notify Telecom in writing of any\ncommunication with respect to any pending or threatened Proceeding in connection\nwith an Income Tax Liability (or an issue related thereto) for which a member of\nthe GM Group may be responsible pursuant to this Agreement. Hughes shall include\nwith such notification a true, correct and complete copy of any written\ncommunication, and an accurate and complete written summary of any oral\ncommunication, so received by a member of the Hughes Group. The failure of\nHughes timely to forward such notification in accordance with the immediately\npreceding sentence shall not relieve Telecom of its obligation to pay such\nIncome Tax Liability or indemnify the Hughes Group therefor, except and to the\nextent that the failure timely to forward such notification actually prejudices\nthe ability of Telecom to contest such Income Tax Liability or increases the\namount of such Income Tax Liability.\n\n               b.   Pre-Distribution Taxable Periods. GM (or such member of the\nGM Group as GM shall designate) shall have the sole right to represent the\ninterests of the members of the Hughes Group in any Proceeding relating to Pre-\nDistribution Taxable Periods and to employ counsel of its choice at its expense;\nprovided, that if the resolution of any such Proceeding reasonably could be\nexpected to have a material adverse effect on the Income Tax Liability of the\nHughes Group for Post-Distribution Taxable Periods or on its liability for\nAllowable Taxes, GM (or such designee) shall act in good faith in defending or\nresolving any such Proceeding on the merits, without regard to the provisions of\nSection 6 hereof.\n\n               c.   Straddle Periods. GM (or such member of the GM Group as GM\nshall designate) and Hughes jointly shall represent the interests of the Hughes\nPost-Merger Group (or any member thereof) in any Proceeding relating to any\nStraddle Period. Neither party shall settle any dispute relating to an Income\nTax Liability attributable to a member of the Hughes Group for a Straddle Period\nwithout the consent of the other party (which consent shall not be unreasonably\nwithheld); provided, however, that if GM (or such designee) proposes a\nsettlement of such an Income Tax Liability, and Hughes does not consent thereto,\nthe liability of Telecom (and any other member of the GM Group) under this\nAgreement in respect of such Income Tax Liability shall be limited to the\nportion of the proposed settlement amount attributable to the portion of the\nStraddle Period ending on the\n\n                                      18\n\n \nDistribution Date. Any disputes regarding the conduct or resolution of any such\nProceeding shall be resolved pursuant to Section 8; provided, that no such\nresolution shall affect the limitation on the liability of Telecom and the GM\nGroup set forth in the immediately preceding sentence. All costs, fees and\nexpenses paid to third parties in the course of such Proceeding shall be borne\nby Telecom and Hughes in the same ratio as the ratio in which, pursuant to the\nterms of this Agreement, Telecom and Hughes would share the responsibility for\npayment of the Income Taxes asserted by the taxing authority in its claim or\nassessment if such claim or assessment were sustained in its entirety; provided,\nhowever, that in the event that any party hereto retains its own advisors or\nexperts in connection with any such Proceeding, the costs and expenses thereof\nshall be borne solely by such party.\n\n               d.   Post-Distribution Taxable Periods. Hughes shall have the\nsole right to represent the interests of the Hughes Group (or any member\nthereof) in any Proceedings relating to a Post-Distribution Taxable Period.\n\n               e.   Power of Attorney. Each member of the Hughes Group shall\nexecute and deliver to GM (or such member of the GM Group as GM shall designate)\nany power of attorney or other document requested by GM (or such designee) in\nconnection with any Proceeding described in Section 5.b or 5.c hereof.\n\n          6.   Timing Differences; Reverse Timing Differences; Apportionment of\nTax Attributes; Carrybacks.\n\n               a.   Timing Differences. If an adjustment to an Income Tax Return\npursuant to a Final Determination results in a Timing Difference, then for each\nPost-Distribution Taxable Period or portion of a Straddle Period beginning on\nthe day after the Distribution Date in which a member of the Hughes Post-Merger\nGroup Actually Realizes an Income Tax Detriment by reason of such Timing\nDifference, Telecom shall pay to Hughes an amount equal to such Income Tax\nDetriment, including interest (computed at the Underpayment Rate for the taxing\njurisdiction in which such Income Tax Detriment is Actually Realized) from the\noriginal due date (without extensions) for filing of the Income Tax Return for\nsuch taxable period through the date of payment under this Section 6.a;\nprovided, however, that, subject to the last sentence of Section 6.c(i) hereof,\nthe aggregate payments which Telecom shall be required to make under this\nSection 6.a with respect to a Timing Difference shall not exceed the aggregate\namount of the Income Tax Benefits Actually Realized by a member of the GM\nConsolidated Group for all Pre-Distribution Taxable Periods and the portion of a\nStraddle Period ending on the Distribution Date by reason of such Timing\nDifference, including interest (computed at the Overpayment Rate for the taxing\njurisdiction in which such Income Tax Benefit is Actually Realized) from the\n\n                                      19\n\n \noriginal due date (without extensions) for filing of the Income Tax Return for\nsuch taxable period through the date of payment under this Section 6.a. Upon\nrequest, Telecom shall provide Hughes with a statement, signed by Telecom's\nchief financial officer and certified by Telecom's independent accounting firm,\nsetting forth calculations in detail sufficient to permit Hughes to verify\nTelecom's compliance with this Section 6.a.\n\n               b.   Reverse Timing Differences. If an adjustment to an Income\nTax Return pursuant to a Final Determination results in a Reverse Timing\nDifference, then, subject to the last sentence of Section 6.c(ii) hereof, for\neach Post-Distribution Taxable Period or portion of a Straddle Period beginning\non the day after the Distribution Date in which a member of the Hughes Post-\nMerger Group Actually Realizes an Income Tax Benefit by reason of such Reverse\nTiming Difference, Hughes shall pay to Telecom an amount equal to such Income\nTax Benefit, including interest (computed at the Overpayment Rate for the taxing\njurisdiction in which such Income Tax Benefit is Actually Realized) from the\noriginal due date (without extensions) for filing of the Income Tax Return for\nsuch taxable period through the date of payment under this Section 6.b;\nprovided, however, that the aggregate payments which Hughes shall be required to\nmake under this Section 6.b with respect to a Reverse Timing Difference shall\nnot exceed the aggregate amount of the Income Tax Detriments Actually Realized\nby a member of the GM Consolidated Group (whether in one or more taxable\nperiods, and whether such taxable periods end before, after or on the\nDistribution Date) by reason of such Reverse Timing Difference, including\ninterest (computed at the Underpayment Rate for the taxing jurisdiction in which\nsuch Income Tax Detriment is Actually Realized) from the original due date\n(without extensions) for filing of the Income Tax Return for such taxable period\nthrough the date of payment under this Section 6.b. Upon request, Hughes shall\nprovide Telecom with a statement, signed by Hughes' chief financial officer and\ncertified by Hughes' independent accounting firm, setting forth calculations in\ndetail sufficient to permit Telecom to verify Hughes' compliance with this\nSection 6.b.\n\n               c.   Notification of Timing Differences and Reverse Timing\nDifferences.\n\n                    (i)   In the event of an adjustment to an Income Tax Return\nof any member of the Hughes Post-Merger Group which Hughes reasonably believes\nwill result in a Timing Difference, Hughes shall deliver notice in writing of\nsuch adjustment to Telecom. Telecom (or the appropriate member of the GM Group)\n(A) shall take such action as shall be legally available and necessary or\nappropriate to preserve the opportunity of the members of the GM Consolidated\nGroup to obtain a Refund in respect of taxable periods for which Income Tax\nReturns already shall have been filed, and to obtain the Income Tax\n\n                                      20\n\n \nBenefits resulting from such Timing Difference to the maximum extent permitted\nby applicable law, and (B) shall provide Hughes with written notice of the\ntiming and amount of any Income Tax Benefits Actually Realized by the GM Group\nas a result of such Timing Difference or which would have been Actually Realized\nby the GM Group but for a failure to take the actions described in clause (A) of\nthis sentence. The failure to have taken such actions as shall have been legally\navailable and necessary or appropriate to obtain the Income Tax Benefits\nresulting from such Timing Difference shall not relieve Telecom from the\nobligation to make the payments that would have been due from Telecom under\nSection 6.a hereof had GM (or the appropriate members of the GM Consolidated\nGroup) taken such actions.\n\n                    (ii)  In the event of an adjustment to an Income Tax Return\nof any member of the GM Consolidated Group which GM (or such other member of the\nGM Group as shall be designated by GM) reasonably believes will result in a\nReverse Timing Difference, GM (or such other member) shall deliver notice in\nwriting of such adjustment to Hughes. Hughes shall take, and shall cause the\nappropriate member of the Hughes Post-Merger Group to take, such action as shall\nbe legally available and necessary or appropriate to preserve the opportunity of\nthe appropriate members of the Hughes Post-Merger Group to obtain a Refund in\nrespect of taxable periods for which Income Tax Returns already shall have been\nfiled, and shall take such positions as shall be consistent with obtaining the\nIncome Tax Benefits resulting from such Reverse Timing Difference for such\ntaxable periods for which Income Tax Returns shall not have been filed. For all\nsuch taxable periods, Hughes (A) shall take all actions necessary or appropriate\nand legally available to obtain the Income Tax Benefits resulting from such\nReverse Timing Difference to the maximum extent permitted by applicable law and\n(B) shall provide Telecom with written notice of the timing and amount of any\nIncome Tax Benefits Actually Realized by the Hughes Post-Merger Group as a\nresult of such Reverse Timing Difference or which would have been Actually\nRealized by the Hughes Post-Merger Group but for a failure to take the actions\ndescribed in clause (A) of this sentence. The failure to have taken such actions\nas shall have been legally available and necessary or appropriate to obtain the\nIncome Tax Benefits resulting from such Reverse Timing Difference shall not\nrelieve Hughes from the obligation to make the payments that would have been due\nfrom Hughes under Section 6.b had Hughes (or the appropriate members of the\nHughes Post-Merger Group) taken such actions.\n\n               d.   Apportionment of Tax Attributes.\n\n                    (i)   If the GM Consolidated Group has a consolidated net\noperating loss, a consolidated net capital loss, a consolidated unused\ninvestment credit, a consolidated unused foreign tax credit or a consolidated\nexcess charitable contribution (as\n\n                                      21\n\n \nsuch terms are used in Treasury Regulation Section 1.1502-79) that arises in a\nPre-Distribution Taxable Period (including the taxable period in which the\nDistribution Date occurs) and can be carried to a taxable period ending after\nthe Distribution Date, the portion, if any, of such Tax Attribute which shall be\napportioned to Hughes or any member of the Hughes Group and treated as a\ncarryover to the first Post-Distribution Taxable Period of Hughes (or such\nmember) shall be determined in accordance with Treasury Regulation Section\n1.1502-79; provided, however, that the portion, if any, of any consolidated\nunused foreign tax credit which shall be apportioned to Hughes or such member\nshall be determined separately with respect to each of the items of income\nlisted in Section 904(d) of the Code.\n\n                    (ii)  No consolidated U.S. federal Income Tax attribute of\nthe GM Consolidated Group, other than those described in Section 6.d(i) hereof\n(including, but not limited to, any minimum tax credit or general business\ncredit but excluding tax basis and earnings and profits), and no consolidated,\ncombined or unitary state or local Income Tax attribute arising in respect of a\nCombined Return shall be apportioned to Hughes or any member of the Hughes\nGroup, except as GM (or such member of the GM Group as GM shall designate)\ndetermines is otherwise required under the provisions of applicable law;\nprovided, that any credits which are earned by a member of the Hughes Group for\npurposes of the Arizona Corporate Income Tax in a Post-Distribution Taxable\nPeriod by reason of the continuation of an employee position in any Post-\nDistribution Taxable Period shall not be deemed to have arisen in respect of a\nCombined Return even though such position was created prior to the Distribution\nDate; and provided further, that any such credits which are earned in a Pre-\nDistribution Taxable Period by reason of the creation or continuation of an\nemployee position in a Pre-Distribution Taxable Period and which are carried\nforward to a Post-Distribution Taxable Period shall not be considered to have\nbeen earned in a Post-Distribution Taxable Period.\n\n                    (iii) GM (or its designee) shall determine the portion, if\nany, of any Tax Attribute, which must be apportioned to Hughes or to any member\nof the Hughes Group in accordance with this Section 6.d and applicable law and\nshall provide written notice of the calculation thereof to Hughes as soon as\npracticable after the information necessary to make such calculation becomes\navailable to GM.\n\n                    (iv)  Hughes shall prepare or cause to be prepared and file\nor cause to be filed all Income Tax Returns for which it is responsible under\nthis Agreement so as to take into account, to the extent permitted by applicable\nlaw, any Tax Attribute apportioned to Hughes or any member of the Hughes Group\nas calculated pursuant to Section 6.d(iii) hereof. Until such time as any such\nTax Attribute has been utilized by Hughes or any member of the Hughes Group (or\nwould have been so utilized had Hughes complied with\n\n\n                                      22\n\n \n\nthe requirements of the previous sentence), Hughes shall, in connection with\neach Income Tax Return filed by or on behalf of a member of the Hughes Group,\nprovide GM with a statement, signed by Hughes' chief financial officer and\ncertified by Hughes' independent accounting firm, setting forth in reasonable\ndetail a calculation of the extent to which any such Tax Attribute was utilized\non such Income Tax Return (or would have been so utilized had Hughes complied\nwith the requirements of the previous sentence).\n\n                    (v) If any Tax Attribute is carried forward to an Income Tax\nReturn of Hughes or any other member of the Hughes Post-Merger Group for any\nPost-Distribution Taxable Period or the portion of any Straddle Period beginning\nafter the Distribution Date, Hughes shall pay to GM (or its designee) the amount\nof any Income Tax Benefit Actually Realized by a member of the Hughes Post-\nMerger Group as a result of the carryover of such Tax Attribute, including\ninterest (computed at the Overpayment Rate) from the original due date (without\nextensions) of the Income Tax Return for the taxable period in which such Income\nTax Benefit is Actually Realized through the date of payment under this Section\n6.d(v) (but without duplication of the amount of interest, if any, included in\nthe Income Tax Benefit Actually Realized); provided, however, that the failure\nof Hughes to comply with the requirements of the first sentence of Section\n6.d(iv) hereof shall not relieve Hughes of the obligation to make the payment\nthat it would be required to make pursuant to this Section 6.d(v) were Hughes to\nhave complied with such requirements.\n\n                    (vi) If there is a Final Determination that results in any\nchange to or adjustment of the portion of any Tax Attribute which shall have\nbeen apportioned to Hughes or to any member of the Hughes Group pursuant to this\nSection 6.d, then GM (or its designee) shall make a payment to Hughes, or Hughes\nshall make a payment to GM (or its designee), as may be necessary to adjust the\npayments between Hughes and GM (or its designee) to reflect the payments that\nwould have been made under Section 6.d(v) had the adjusted amount of the Tax\nAttribute been taken into account in computing the payments due under Section\n6.d(v) hereof.\n\n               e. Present Value Determination. To the extent any Income Tax\nBenefit or Income Tax Detriment is not Actually Realized when a Timing\nDifference or Reverse Timing Difference occurs or in a taxable period to which a\nTax Attribute is carried forward, Telecom and Hughes shall attempt in good faith\nto agree (i) upon the present value of the Income Tax Benefits and Income Tax\nDetriments reasonably expected to be Actually Realized, and (ii) to base the\npayments due to or from Telecom or Hughes under Sections 6.a, 6.b or 6.d(v)\nhereof on such present values; provided, however, that such parties shall be\nunder no obligation to reach such an agreement. Section 8 hereof shall not apply\nif the parties shall not have reached such an agreement.\n\n                                      23\n\n \n\n               f. Carrybacks. Except to the extent otherwise consented to by GM\nor prohibited by applicable law, Hughes shall elect to relinquish, waive or\notherwise forego all Carrybacks. In the event that Hughes (or the appropriate\nmember of the Hughes Group) is prohibited by applicable law to relinquish, waive\nor otherwise forego a Carryback (or GM consents thereto), (i) Telecom shall\ncooperate with Hughes, at Hughes' expense, in seeking from the appropriate\ntaxing authority such Refund as reasonably would result from such Carryback, and\n(ii) Hughes shall be entitled to any Income Tax Benefit Actually Realized by a\nmember of the GM Group (including any interest thereon received from such taxing\nauthority), to the extent that such Refund is directly attributable to such\nCarryback, within 10 days after such Refund is Actually Realized; provided,\nhowever, that Hughes shall indemnify and hold the members of the GM Group\nharmless from and against any and all collateral tax consequences resulting from\nor caused by any such Carryback, including (but not limited to) the loss or\npostponement of benefit from the use of tax attributes which are generated by a\nmember of the GM Group or an affiliate thereof and (x) which expire unutilized,\nbut which would have been utilized but for such Carryback, or (y) the use of\nwhich is postponed to a later taxable period than the taxable period in which\nsuch tax attributes otherwise would have been utilized but for such Carryback.\nIf there is a Final Determination that results in any change to or adjustment of\nan Income Tax Benefit Actually Realized by a member of the GM Group that is\ndirectly attributable to a Carryback, then GM (or its designee) shall make a\npayment to Hughes, or Hughes shall make a payment to GM (or its designee), as\nmay be necessary to adjust the payments between Hughes and GM (or its designee)\nto reflect the payments that would have been made under this Section 6.f had the\nadjusted amount of such Income Tax Benefit been taken into account in computing\nthe payments due under Section 6.f hereof. The parties shall provide each other\nwith sufficient information to enable the other to verify and substantiate any\nsuch adjustment.\n\n               g. Straddle Periods. For purposes of Sections 6.d and 6.f hereof,\n(i) a Straddle Period shall be deemed to consist of two taxable periods, the\nfirst of which shall end on the Distribution Date, and (ii) any net operating\nloss or other Tax Attribute which is deemed to have been generated in either of\nsuch hypothetical taxable periods shall be treated as having been carried to the\nother such hypothetical taxable period, to the extent such net operating loss or\nother Tax Attribute actually reduced the Income Tax Liability for such Straddle\nPeriod.\n\n          7. Cooperation and Exchange of Information.\n\n               a. Preparation of Income Tax Returns.\n\n                                      24\n\n \n\n                    (i) Hughes shall, and shall cause each member of the Hughes\nGroup to, prepare and submit to Telecom, at Hughes' expense, all information\nthat Telecom shall reasonably request, in such form as Telecom reasonably shall\nrequest and (i) by no later than 150 days prior to the due date (taking into\naccount extensions), but in no case earlier than 60 days after the close of the\nrelevant taxable period of the GM Group, (A) to enable GM to prepare the Income\nTax Returns described in Section 2.a(i) hereof, and (B) to enable Telecom to\nprepare the Income Tax Returns described in Sections 2.a(ii) and 2.c hereof, and\n(ii) by the time reasonably specified by Telecom, to enable Telecom to determine\nthe amounts of estimated tax due and to prepare any related documentation in\nrespect of the taxable periods covered by the Income Tax Returns described in\nclauses (i)(A) and (B) of this sentence. In the event that Hughes (x) does not\ntimely provide such information or (y) provides information that is incomplete\nor otherwise not reasonably satisfactory to Telecom and does not cure such\ndefect within 20 days after Telecom gives notice thereof, Telecom shall be\nentitled to require Hughes to engage, at Hughes' expense, a nationally\nrecognized independent accounting firm reasonably acceptable to Telecom to\ngather and provide, in the manner set forth in the preceding sentence, the\ninformation which Hughes is required to provide under this Section 7.a.\n\n                    (ii) Telecom shall, and shall cause each member of the GM\nGroup to, prepare and submit to Hughes, at Telecom's expense, all information\nthat Hughes reasonably shall request to enable Hughes to prepare any Income Tax\nReturns which Hughes is responsible to prepare in accordance with Section 2\nhereof. In the event that Telecom (x) does not timely provide such information\nor (y) provides information that is incomplete or otherwise not reasonably\nsatisfactory to Hughes and does not cure such defect within 20 days after Hughes\ngives notice thereof, Hughes shall be entitled to require Telecom to engage, at\nTelecom's expense, a nationally recognized independent accounting firm\nreasonably acceptable to Hughes to gather and provide, in the manner set forth\nin the preceding sentence, the information which Telecom is required to provide\nunder this Section 7.a.\n\n               b. Cooperation and Exchange of Information. Each party hereto, on\nbehalf of itself and each of its affiliates, agrees to provide each other party\nwith such cooperation and information as such other party reasonably shall\nrequest in connection with the preparation or filing of any Income Tax Return or\nclaim for Refund, the determination and payment of estimated Income Taxes, the\ndetermination of the amount of Allowable Taxes which are to be reimbursed to or\nby a governmental entity, or the conduct of any Proceeding. Such cooperation and\ninformation shall include, without limitation, upon reasonable notice (i)\npromptly forwarding copies of appropriate notices and forms or other\ncommunications (including, without limitation, information document requests,\nrevenue agent's reports and similar reports, notices of proposed adjustments and\nnotices of\n\n                                      25\n\n \ndeficiency) received from or sent to any taxing authority or any other\nadministrative, judicial or governmental authority, (ii) providing copies of all\nrelevant Income Tax Returns, together with accompanying schedules and related\nworkpapers, documents relating to rulings or other determinations by taxing\nauthorities, and such other records concerning the ownership and tax basis of\nproperty, or other relevant information which such Person or its affiliates may\npossess, (iii) the provision of such additional information and explanations of\ndocuments and information provided under this Agreement (including statements,\ncertificates and schedules delivered by either party) as shall be reasonably\nrequested by the other party, (iv) the execution of any document that may be\nnecessary or reasonably helpful in connection with the filing of an Income Tax\nReturn, a claim for a Refund, or in connection with any Proceeding, including\nsuch waivers, consents or powers of attorney as may be necessary for such party\nto exercise its rights under this Agreement, and (v) the use of the parties'\nreasonable efforts to obtain any documentation from a governmental authority or\na third party that may be necessary or reasonably helpful in connection with any\nof the foregoing. It is expressly the intention of the parties to this Agreement\nto take all actions requested by Telecom that shall be necessary to establish\nTelecom as the sole agent for Income Tax purposes (to the extent that GM is not\notherwise the sole agent for such purpose) of each member of the Hughes Group\nwith respect to all Income Tax Returns of the Hughes Group for Pre-Distribution\nTaxable Periods and for any Combined Return for a Straddle Period. Upon\nreasonable notice, the parties hereto shall make their, or shall cause their\naffiliates to make their, employees and facilities available on a mutually\nconvenient basis to provide explanation of any documents or information provided\nhereunder. Any information obtained under this Section 7 shall be kept\nconfidential, except as otherwise reasonably may be necessary in connection with\nthe filing of Income Tax Returns or claims for Refund or in conducting any\nProceeding.\n\n               c.  Record Retention.  GM and Hughes agree to retain all Income\nTax Returns, related schedules and workpapers, and all material records and\nother documents as required under Section 6001 of the Code and the regulations\npromulgated thereunder (and any similar provision of state or local Income Tax\nlaw) existing on the date hereof or created in respect of (i) any taxable period\nthat ends on or before or includes the Distribution Date or (ii) any taxable\nperiod which may be subject to a claim hereunder (including by reason of a\nTiming Difference or a Reverse Timing Difference), until the later of (x) the\nexpiration of the statute of limitations (including extensions) for the taxable\nperiods to which such Income Tax Returns and other documents relate and (y) the\nFinal Determination of any payments which may be required in respect of such\ntaxable periods under this Agreement. From and after the end of the period\ndescribed in the preceding sentence of this Section 7.c, if a member of the GM\nGroup or a member of the Hughes Post-Merger Group wishes to dispose of any such\nrecords and documents, then GM or Hughes (as the case may be) shall provide\n\n                                      26\n\n \nwritten notice thereof to the other party and shall provide such other party (at\nsuch other party's sole expense) the opportunity to take possession of any such\nrecords and documents within 90 days after such notice is delivered; provided,\nhowever, that if such other party does not, within such 90-day period, confirm\nits intention to take possession of such records and documents, GM or Hughes (as\nthe case may be) may destroy or otherwise dispose of such records and documents.\n\n               d.  Remedies.\n\n                    (i)  Hughes hereby acknowledges and agrees that (A) the\nfailure of any member of the Hughes Group to comply with the provisions of this\nSection 7 may result in substantial harm to the GM Group, including the\ninability to determine or appropriately substantiate an Income Tax Liability (or\na position in respect thereof) for which the GM Group (or a member thereof)\nwould be responsible under this Agreement or appropriately defend against an\nadjustment thereto by a taxing authority, and (B) the remedies available to the\nGM Group for the breach by a member of the Hughes Group of its obligations\nhereunder shall include (without limitation) the indemnification by Hughes of\nthe GM Group for any Income Tax Liability incurred or any Income Tax benefit\nlost or postponed by reason of such breach and the forfeiture by the Hughes\nGroup of any related rights to indemnification by GM or Telecom. In addition, if\nany member of the Hughes Group fails to provide (x) any cooperation or\ninformation requested pursuant to Section 7.a by the dates specified therein or\n(y) any other information requested pursuant to this Agreement within a\nreasonable period, as determined in good faith by the party requesting such\ninformation, then, without limiting any other remedy available to any member of\nthe GM Group for breach of Hughes' obligations under this Agreement, Telecom\nshall have the right to engage a nationally recognized accounting firm of its\nchoice to gather such information. Hughes agrees to permit any such nationally\nrecognized accounting firm full access to all appropriate records or other\ninformation in the possession of any member of the Hughes Group during normal\nbusiness hours, and promptly to reimburse or pay directly all costs and expenses\nin connection with the engagement of such accountants.\n\n                    (ii)  Telecom hereby acknowledges and agrees that (A) the\nfailure of any member of the GM Group to comply with the provisions of this\nSection 7 may result in substantial harm to the Hughes Group, including the\ninability to determine or appropriately substantiate an Income Tax Liability (or\na position in respect thereof) for which the Hughes Group (or a member thereof)\nwould be responsible under this Agreement or appropriately defend against an\nadjustment thereto by a taxing authority, and (B) the remedies available to the\nHughes Group for the breach by a member of the GM Group of its obligations\nhereunder shall include (without limitation) the indemnification by GM and\n\n                                      27\n\n \nTelecom of the Hughes Group for any Income Tax Liability incurred or any Income\nTax benefit lost or postponed by reason of such breach and the forfeiture by the\nGM Group of any related rights to indemnification by Hughes.  In addition, if\nany member of the GM Group fails to provide any information requested pursuant\nto this Agreement within a reasonable period, as determined in good faith by the\nparty requesting such information, then, without limiting any other remedy\navailable to any member of the Hughes Group for breach of GM's obligations under\nthis Agreement, Hughes shall have the right to engage a nationally recognized\naccounting firm of its choice to gather such information.  Telecom agrees to\npermit any such nationally recognized accounting firm full access to all\nappropriate records or other information in the possession of any member of the\nGM Group during normal business hours, and promptly to reimburse or pay directly\nall costs and expenses in connection with the engagement of such accountants.\n\n               e.  Reliance.\n\n                    (i)  If any member of the Hughes Group supplies information\nto a member of the GM Group in connection with an Income Tax Liability and an\nofficer of a member of the GM Group signs a statement or other document under\npenalties of perjury in reliance upon the accuracy of such information, then\nupon the written request of such member of the GM Group identifying the\ninformation being so relied upon, the chief financial officer of such member of\nthe Hughes Group shall certify in writing the accuracy and completeness of the\ninformation so supplied. Hughes agrees to indemnify and hold harmless each\nmember of the GM Group and its directors, officers and employees from and\nagainst any fine, penalty, or other cost or expense of any kind (other than a\nliability for income tax) attributable to a member of the Hughes Group having\nsupplied a member of the GM Group with inaccurate or incomplete information in\nconnection with an Income Tax Liability.\n\n                    (ii)  If any member of the GM Group supplies information to\na member of the Hughes Group in connection with an Income Tax Liability and an\nofficer of a member of the Hughes Group signs a statement or other document\nunder penalties of perjury in reliance upon the accuracy of such information,\nthen upon the written request of such member of the Hughes Group identifying the\ninformation being so relied upon, the chief financial officer of such member of\nthe GM Group shall certify in writing the accuracy and completeness of the\ninformation so supplied. Telecom agrees to indemnify and hold harmless each\nmember of the Hughes Group and its directors, officers and employees from and\nagainst any fine, penalty, or other cost or expense of any kind (other than a\nliability for income tax) attributable to a member of the GM Group having\nsupplied a member of the\n\n                                      28\n\n \nHughes Group with inaccurate or incomplete information in connection with an\nIncome Tax Liability.\n\n          8.  Resolution of Disputes.\n\n               a.  Negotiation.  Telecom and Hughes shall attempt in good faith\npromptly to resolve any dispute arising in connection with this Agreement. In\nthe event of any such dispute, either party may deliver a Dispute Notice to the\nother party, and within 20 Business Days of the receipt of such Dispute Notice,\nthe appropriate representatives of Telecom and Hughes shall meet to attempt to\nresolve the dispute. If the dispute has not been resolved within the Negotiation\nPeriod, or if one of the parties fails or refuses to negotiate the dispute, the\nissue shall be settled by arbitration pursuant to this Section 8, which shall be\nfinal and binding on the parties. Nothing in this Section 8 shall be construed\nto extend the time periods set forth in this Agreement during which any party\nmay make a payment, deliver a notice, provide information, grant or withhold\napproval or consent or take any other action.\n\n               b.  Arbitration Procedure.  Either party may initiate arbitration\nby giving the other party a written notice (the 'Arbitration Notice') either (i)\nwithin one year following the end of the Negotiation Period, or (ii) if the\nparties do not meet within 20 Business Days of the receipt of the Dispute\nNotice, within one year thereafter. The arbitration shall be in accordance with\nthe CPR Rules, except as otherwise provided in this Section 8. The arbitrators\nshall allow all discovery permitted by the Federal Rules of Civil Procedure. The\narbitration shall be governed by the United States Arbitration Act, 9 U.S.C. (S)\n1-14. The place of arbitration shall be Los Angeles, California or such other\nlocation as shall be mutually agreed by the parties. Any deadlines specified in\nthis Section 8 may be extended by mutual agreement of the parties.\n\n               c.  Selection of Arbitrators.  Telecom and Hughes shall make\nevery reasonable effort to jointly select the arbitrator. If Telecom and Hughes\nare unable to agree on the designated arbitrator within 20 Business Days after\neither party gives the Arbitration Notice, then the arbitration shall be by a\npanel of three arbitrators. Telecom and Hughes shall each appoint one\narbitrator. The two arbitrators so appointed shall appoint the third arbitrator.\nIf either Telecom or Hughes shall fail to appoint an arbitrator within such 20-\nBusiness Day period, the arbitration shall be by the sole arbitrator appointed\nby the other party. Whether jointly selected by Telecom and Hughes or otherwise,\neach arbitrator shall be an attorney who is generally recognized in the tax\ncommunity as a qualified and competent tax practitioner with experience in the\ntax area involved in the issue or issues to be resolved.\n\n                                      29\n\n \n               d.  Settlement Proposal.  Each party shall present an overall\nsettlement proposal to the arbitrator which shall encompass all issues to be\nresolved. The two proposals shall set the outer limits of the range within which\nthe arbitrator can make a determination as to the appropriate settlement result.\nAll costs of the arbitration process shall be borne by the party determined by\nthe arbitrator to have lost the arbitration. In the event the arbitrator makes a\ndetermination which reflects a 50-50 settlement, Telecom and Hughes shall share\nequally the costs of the arbitration. In the event the arbitrator makes a\ndetermination which reflects a divided settlement, the arbitrator shall\ndetermine the proportion in which the parties shall share the costs of\narbitration.\n\n               e.  Time and Method of Making Payments Determined by \nArbitration. All amounts determined by arbitration to be payable by one party to\nthe other shall be due and payable on or before the 90th calendar day following\nthe determination that such amount is payable.\n\n          9.  Payments.\n\n               a.  Method of Payment.  All payments required by this Agreement\nshall be made by (i) wire transfer to the appropriate bank account as may from\ntime to time be designated by the parties for such purpose; provided, that on\nthe date of such wire transfer notice of the transfer is given to the recipient\nthereof in accordance with Section 11 hereof, or (ii) any other method agreed to\nby the parties. All payments due under this Agreement shall be deemed to be paid\nwhen available funds are actually received by the payee.\n\n               b.  Interest.  Any payment required by this Agreement that is not\nmade on or before the date required hereunder shall bear interest, from and\nafter such date through the date of payment, at the Underpayment Rate.\n\n               c.  Characterization of Payments.  For all tax purposes, the\nparties hereto agree to treat, and to cause their respective affiliates to\ntreat, (i) any payment, required by this Agreement as either a contribution by\nGM or Hughes or a distribution by Hughes to GM, as the case may be, occurring\nimmediately prior to the Distribution and (ii) any payment of interest or non-\nFederal Income Taxes by or to a taxing authority as taxable or deductible, as\nthe case may be, to the party entitled under this Agreement to retain such\npayment or required under this Agreement to make such payment, in either case\nexcept as otherwise mandated by applicable law; provided, that in the event it\nis determined as a result of a Final Determination that any such treatment is\nnot permissible, the payment in question\n\n                                      30\n\n \nshall be adjusted to place the parties in the same after-tax position they would\nhave enjoyed absent such Final Determination.\n\n          10.  Existing Tax Allocation Agreement.  The Tax Allocation Agreement\nshall be amended as of the Distribution Date to exclude the members of the\nHughes Group and to provide that any rights or obligations of the members of the\nHughes Group existing thereunder shall be fully and finally settled without any\npayment by or to any member of the Hughes Group.\n\n          11.  Notices.  Notices, requests, permissions, waivers, and other\ncommunications hereunder shall be in writing and shall be deemed to have been\nduly given upon (a) a transmitter's confirmation of a receipt of a facsimile\ntransmission (but only if followed by confirmed delivery of a standard overnight\ncourier the following Business Day or if delivered by hand the following\nBusiness Day), or (b) confirmed delivery of a standard overnight courier or\ndelivered by hand, to the parties at the following addresses (or at such other\naddresses for a party as shall be specified by like notice):\n\n          If to GM, to:\n\n               General Motors Corporation\n               General Motors Building\n               3044 West Grand Boulevard\n               Detroit, MI  48202\n               Attention:  Anton H. Zidansek\n               Telecopy No.: (313) 974-7414\n\n          with a copy to:\n\n               Kirkland &amp; Ellis\n               200 East Randolph Drive\n               Chicago, IL  60601\n               Attention:  Robert S. Osborne, Esq.\n               Telecopy No.: (312) 861-2200\n\n\n\n          and a copy to:\n\n               Weil, Gotshal &amp; Manges LLP\n\n                                      31\n\n \n               767 Fifth Avenue\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               Raytheon Company\n               141 Spring Street\n               Lexington, MA  02173\n               Attention:  Frederick E. Wallach\n               Telecopy No.:  (617) 860-2519\n\n          with a copy 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) 403-2200\n\n          If to Telecom, to:\n\n               Hughes Network Systems, Inc.\n               7200 Hughes Terrace\n               Los Angeles, CA  90045\n               Attention:  Patrick T. Doyle\n               Telecopy No.: (310) 568-7096\n\n          with a copy to:\n\n               Kirkland &amp; Ellis\n               200 East Randolph Drive\n               Chicago, IL  60601\n               Attention:  Robert S. Osborne, Esq.\n               Telecopy No.: (312) 861-2200\n\n          and a copy to:\n\n                                      32\n\n \n               Weil, Gotshal &amp; Manges LLP\n               767 Fifth Avenue\n               New York, NY  10153\n               Attention:  Frederick S. Green, Esq.\n               Telecopy No.: (212) 310-8007\n\nSuch names and addresses may be changed by notice given in accordance with this\nSection 11.\n\n          12.  Designation of Affiliate.  GM may assign any of its rights or\nobligations (or the rights or obligations of Telecom) under this Agreement to\nany member of the GM Group as it shall designate; provided, however, that no\nsuch assignment shall relieve GM or Telecom (as the case may be) of any\nobligation to make a payment hereunder to Hughes to the extent such designee\nfails to make such payment.\n\n          13.  Entire Agreement.  This Agreement, together with the Hughes Spin-\noff Separation Agreement, contains the entire understanding of the parties\nhereto with respect to the subject matter contained herein, and supersedes and\ncancels all prior agreements, negotiations, correspondence, undertakings and\ncommunications of the parties, oral or written, respecting such subject matter.\n\n          14.  Amendment.  This Agreement may be amended, modified or\nsupplemented only by a written agreement signed by all of the parties hereto.\n\n          15.  Governing Law.  This Agreement shall be governed by, and\nconstrued in accordance with, the laws of the State of Delaware, without\nreference to choice of law principles, including matters of construction,\nvalidity and performance.\n\n          16.  Counterparts.  This Agreement may be executed in one or more\ncounterparts, each of which shall be deemed to be an original, but all of which\nshall constitute one and the same original.\n\n          17.  Effective Date; Term.  This Agreement shall become effective only\nupon the occurrence of the Distribution Date and shall continue in effect until\notherwise agreed to in writing by the parties hereto.\n\n          18.  Titles and Headings.  Titles and headings to sections herein are\nincluded for convenience of reference only and are not intended to be a part, or\nto affect the meaning or interpretation, of this Agreement.\n\n                                      33\n\n \n          19.  Successors and Assigns.  This Agreement and all of the provisions\nhereof shall be binding upon and inure to the benefit of the parties and their\nrespective successors and permitted assigns.\n\n          20.  Severability.  If any term or other provision of this Agreement\nis invalid, illegal or incapable of being enforced by any rule of law or public\npolicy, all other conditions and provisions of this Agreement shall nevertheless\nremain in full force and effect so long as the economic or legal substance of\nthe transactions contemplated hereby is not affected in any manner materially\nadverse to any party.  Upon such determination that any term or other provision\nis invalid, illegal or incapable of being enforced, the parties hereto shall\nnegotiate in good faith to modify this Agreement so as to effect the original\nintent of the parties as closely as possible in an acceptable manner.\n\n                                      34\n\n \n          IN WITNESS WHEREOF, each of the parties has caused this Tax Sharing\nAgreement to be executed on its behalf by its officers thereunto duly\nauthorized, all as of the day and year first written above.\n\n                         GENERAL MOTORS CORPORATION\n\n\n                         By:\n                            -----------------------------------  \n                            Name:\n                            Title:\n\n\n                         HE HOLDINGS, INC.\n\n\n                         By:\n                            -----------------------------------  \n                            Name:\n                            Title:\n\n\n                         HUGHES NETWORK SYSTEMS, INC.\n\n\n                         By:\n                            -----------------------------------  \n                            Name:\n                            Title:\n\n                                      35\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-43758","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\/43758","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=43758"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43758"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43758"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43758"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}