exv10w20



 




EXHIBIT 10.20



TAX MATTERS AGREEMENT


This Agreement is made this 21st day of June, 2002 among General Electric
Company, a New York corporation (“GE”), GE Investments, Inc., a Nevada
corporation (“GEII”), and Global Acquisition Company, a Delaware corporation
(the “Acquiror”).


     A.     Pursuant to the Recapitalization Agreement dated June 21, 2002 among
GE, GEII, and the Acquiror (the “Recapitalization Agreement”), the Acquiror has
agreed, on the terms and subject to the conditions set forth in the
Recapitalization Agreement, to purchase (the “Purchase”) from GEII shares of
RMS Electronic Commerce Systems, Inc. (the “Company”) in a transaction that
will constitute a qualified stock purchase within the meaning of Section 338(d)
of the Code.


     B.     GE, GEII, the Company, GE Information Services, Inc. (“GEIS”), and
certain of their Subsidiaries have been members of an affiliated group of
corporations of which GE is the common parent (the “GE Affiliated Group”)
within the meaning of Section 1504(a) of the Code, and the members of the GE
Affiliated Group have heretofore filed United States federal income tax returns
on a consolidated basis pursuant to Section 1501 of the Code.


     C.     GE and certain of its Affiliates have heretofore joined in the filing
of certain combined, consolidated, unitary and other similar United States or
foreign, state, local or other governmental income or franchise tax returns
(the “Combined Income Tax Returns”), and each group filing such a return that
includes the Company or GEIS or any of their Subsidiaries and at least one of
GE or another Affiliate of GE is designated a “Combined Group.” In addition,
GE and certain of its Affiliates have also filed certain separate, stand-alone
tax returns (the “Separate Tax Returns”) in certain U.S. state, foreign, local
or other taxing jurisdictions.


     D.     As a consequence of the Purchase, the Company and GEIS and their
Subsidiaries will no longer be members of the GE Affiliated Group and will no
longer be members of one or more Combined Groups.


     E.     The parties to this Agreement desire to make certain representations,
warranties and covenants with respect to tax matters and to allocate the
liability for certain United States and foreign Taxes that may be owed to or
asserted by United States or foreign federal, state, local or other
governmental taxing authorities.


 






 


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NOW, THEREFORE, in consideration of the foregoing and of the mutual promises,
covenants and conditions contained in this Agreement, the parties to this
Agreement agree as follows:


     SECTION 1. Definitions. (a) Unless otherwise indicated, all
capitalized terms used herein shall have the same meaning as in the
Recapitalization Agreement.


     (b)  Unless the context otherwise requires, references in this Agreement to
any Person include the successors and assigns of such Person.


     (c)  For purposes of this Agreement, the term “Subsidiary” includes GEIS
GmbH.


     SECTION 2. Representations of GE and GEII. GE and GEII represent
and warrant to the Acquiror that, subject to the exceptions stated in Schedule
I attached to this Agreement, and subject to other exceptions that are not
material individually or in the aggregate:



		
	 	        (a) the Company and GEIS and each of their Subsidiaries have
prepared and timely filed with the appropriate taxing authorities all Tax
Returns required to be filed through the date of this Agreement, taking
into account any extension of time to file granted to or obtained on
behalf of the Company or GEIS or their Subsidiaries;
	 
	 	        (b) the Company and GEIS and each of their Subsidiaries have timely
paid all Taxes due through the date of this Agreement and have made
adequate provision for any Taxes attributable to any taxable period (or
portion thereof) of the Company and GEIS and their Subsidiaries ending on
or prior to the date of this Agreement that are not yet due;
	 
	 	        (c) any deficiencies or assessments asserted in writing against the
Company or GEIS or any of their Subsidiaries by any taxing authority
through the date of this Agreement have been paid or fully reserved or
settled;
	 
	 	        (d) neither the Company nor GEIS nor any of their Subsidiaries is
presently under examination or audit by any taxing authority;
	 
	 	        (e) no extension of the period for assessment or collection of any
Tax is currently in effect with respect to the Company or GEIS or any of
their Subsidiaries;
	 
	 	        (f) none of the assets of the Company or GEIS or any of their
Subsidiaries is “tax-exempt use property” (as defined in Section
168(h)(1) of the Code) or may be treated as owned by any other person
pursuant to Section 168(f)(8) of the Internal



 






 







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	 	Revenue Code of 1954 (as in effect immediately prior to the
enactment of the Tax Reform Act of 1986);
	 
	 	        (g) neither the Company nor GEIS nor any of their Subsidiaries has
been a member of any affiliated group (within the meaning of Section 1501
of the Code) other than the GE Affiliated Group; and except as provided
in Treasury Regulations Section 1.1502-6 with respect to the GE
Affiliated Group, neither the Company nor GEIS nor any of their
Subsidiaries has any liability for Taxes owed by another person,
corporation, partnership or other entity;
	 
	 	        (h) the Company, GEIS, and each of the corporate Subsidiaries of the
Company or GEIS organized under the laws of a state within the United
States (collectively with GEIS, the “U.S. Subsidiaries”) is a member of
the GE Affiliated Group and files its United States federal income tax
return on a consolidated basis with GE and GEII pursuant to Section 1501
of the Code. The U.S. Subsidiaries and the state in which each of them
is organized is set forth on Schedule II; and
	 
	 	        (i) neither the Company nor GEIS nor any of their Subsidiaries is
party to or bound by (nor will the Company nor GEIS nor any of their
Subsidiaries, prior to the Closing, become a party to or bound by) any
tax indemnity, tax sharing or tax allocation agreement or arrangement.



     SECTION 3. Filing of Tax Returns. (a)(1) GE will file (or cause to
be filed) all necessary consolidated United States federal income Tax Returns
of the GE Affiliated Group and all necessary Combined Income Tax Returns for
all taxable periods beginning on or before the Closing Date. GE will file (or
cause to be filed) all necessary Separate Tax Returns with respect to the
Company, GEIS, and their Subsidiaries for all taxable periods ending on or
before the Closing Date. GE will pay for its own account or the account of one
or more of its Affiliates (i) any United States federal income taxes with
respect to such federal income tax returns, and (ii) any United States or
foreign state, local, or other governmental income or franchise taxes with
respect to such Combined Income Tax Returns (“Combined Income Taxes”), and
(iii) any United States or foreign state, local, or other governmental Taxes
other than Combined Income Taxes or taxes described in Section 3(a)(1)(i)
(“Separate Taxes”) with respect to such Separate Tax Returns.


     (2)  Promptly, but no later than 180 days after the Closing Date (but, in
any event, no later than 30 days prior to the due date (without extensions) of
the relevant tax return), the Acquiror or the Company will provide GE with the
necessary information relating to the Company, GEIS, and their Subsidiaries
and, where necessary, authorization for GE to prepare such Tax Returns and to
pay such federal income taxes, Combined Income Taxes and Separate Taxes. The
Acquiror or the Company will prepare such information in a manner


 






 


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consistent with past practice, and GE will prepare such Tax Returns in a
manner consistent with past practice.


     (b)  Except as described in Section 3(a), the Acquiror or the Company will
file (or cause to be filed) all necessary United States or foreign federal,
state, local and other governmental Tax Returns with respect to the Company,
GEIS, and all of their Subsidiaries for all taxable periods. The Acquiror or
the Company will pay (or cause to be paid) for its own account or the account
of one or more of its Affiliates any Taxes due with respect to such returns and
reports; provided, however, that, with respect to any taxable
period of the Company, GEIS, or any of their Subsidiaries that begins on or
before and ends after the Closing Date (a “Straddle Period”), GE shall
reimburse the Acquiror or the Company for any such Taxes paid that are
attributable to the pre-closing portion of that Straddle Period. Such
reimbursement by GE shall occur by wire transfer on the later of the third day
prior to the due date for payment of such Taxes to the government or the
fifteenth business day after the Acquiror has provided to GE (i) written notice
that such Taxes have been or soon will be paid by Acquiror, the Company, GEIS
or any of their Subsidiaries, and (ii) a detailed calculation of the Straddle
Period Taxes and the pre-closing portion thereof; provided,
however, that if GE’s failure to pay results from insufficiency of the
detailed calculation, no interest will be due from GE. The detailed
calculation shall be sufficient to allow GE to make a determination as to the
accuracy of the calculation. Acquiror and GE will endeavor in good faith to
resolve any differences with respect to such calculation.


     (c)  For purposes of this Agreement, income, deductions, and other items in
respect of a Straddle Period will be allocated between the pre-closing portion
of such Straddle Period and the post-closing portion of such Straddle Period
based on an actual closing of the books of such entity as of the end of the
Closing Date.


     SECTION 4. Indemnification by GE. (a) GE shall indemnify and hold
harmless on an After-Tax Basis the Acquiror, the Company and each other
Affiliate of the Acquiror from and against, and reimburse each such Person for,
any Losses with respect to (i) United States federal income Taxes of the
Company, GEIS, and each of their Subsidiaries for all taxable periods ending on
or before the Closing Date (except for any Losses as may result from (A) any
action outside the ordinary course of business taken with respect to the
Company, GEIS, or any of their Subsidiaries, or their respective assets or
businesses, on the Closing Date but after the Closing, or (B) with respect to
Losses not in excess of $250,000 in the aggregate, any action taken to
facilitate use of recapitalization accounting with respect to Acquiror’s
purchase of stock of the Company, other than (in either case) such Losses
arising as a result of the parties’ election under Section 338(h)(10) of the
Code), and (ii) United States federal income Taxes of any member of the GE
Affiliated Group for any period during which the Company or any of its
Subsidiaries was a member of such group, including United States federal income
Taxes imposed pursuant to Treasury Regulations section 1.1502-6 (except for


 








 



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any Losses as may result from (A) any action outside the ordinary course
of business taken with respect to the Company, GEIS, or any of their
Subsidiaries, or their respective assets or businesses, on the Closing Date but
after the Closing, or (B) with respect to Losses not in excess of $250,000 in
the aggregate, any action taken to facilitate use of recapitalization
accounting with respect to Acquiror’s purchase of stock of the Company, other
than (in either case) such Losses arising as a result of the parties’ election
under Section 338(h)(10) of the Code). For purposes of this Agreement,
“After-Tax Basis” means that, in determining the amount of the payment
necessary to indemnify any party against, or reimburse any party for, Losses,
the amount of such Losses shall be determined net of any reduction in Tax
derived by the Indemnified Party as the result of sustaining such Losses, and
the amount of such indemnification payment shall be increased (i.e.,
“grossed up”) by the amount necessary to satisfy any income or franchise Tax
liabilities incurred by the Indemnified Party as a result of its receipt, or
right to receive, such indemnification payment (as so increased), so that the
Indemnified Party is put in the same net after-Tax economic position as if it
had not incurred such Losses.


     (b)  GE shall indemnify and hold harmless on an After-Tax Basis the
Acquiror, the Company and each other Affiliate of the Acquiror from and
against, and reimburse each such Person for, any Losses with respect to
Combined Income Taxes and Separate Taxes for all taxable periods (or the
portion thereof) ending on or before the Closing Date, including, in the case
of Separate Taxes, the pre-closing portion of any Straddle Periods beginning
before and ending after the Closing Date, except for any Losses as may result
from (A) any action outside the ordinary course of business taken with respect
to the Company, GEIS, or any of their Subsidiaries, or their respective assets
or businesses, on the Closing Date but after the Closing, or (B) with respect
to Losses not in excess of $250,000 in the aggregate, any action taken to
facilitate use of recapitalization accounting with respect to Acquiror’s
purchase of stock of the Company, other than (in either case) such Losses
arising as a result of the parties’ elections of, or reporting of, Deemed Asset
Sale Treatment.


     (c)  GE shall indemnify and hold harmless on an After-Tax Basis the
Acquiror, the Company and each other Affiliate of the Acquiror from and
against, and reimburse each such Person for, any Losses that such Person may at
any time suffer or incur, or become subject to, as a result of or in connection
with the inaccuracy of any representations and warranties made by GE and GEII
in this Agreement, and any failure by either of GE or GEII to perform any of
its covenants or agreements under this Agreement.


     (d)  The Acquiror or the Company will notify GE within 30 days after
receipt of any written communication to or by the Acquiror, the Company or any
other Affiliate of the Acquiror from or with any taxing authority concerning
Taxes for which indemnification may be claimed from GE pursuant to the
provisions of this Section 4. In addition, the Acquiror or the Company will
notify GE at least 15 days prior to the date on which the Acquiror, the Company
or any other Affiliate of the Acquiror intends to make a payment of
any Taxes that


 







 


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are indemnifiable by GE pursuant to the provisions of this Section 4.
GE will notify the Acquiror or the Company within 30 days after receipt of any
written communication to or by GE or any Affiliate of GE from or with any
taxing authority concerning Taxes owed by the Company or any Subsidiary or any
Taxes for which indemnification may be claimed from the Acquiror or the Company
pursuant to the provisions of Section 5. The failure by a party to notify
another pursuant to this Section 4(d) will not constitute a waiver of any claim
to indemnification under this Agreement in the absence of material prejudice to
the indemnifying party.


     SECTION 5. Indemnification by the Acquiror. (a) The Acquiror shall
indemnify and hold harmless on an After-Tax Basis GE, GEII and each other
Affiliate of GE from and against, and reimburse each such Person for, (i) any
Losses with respect to United States or foreign federal, state, local, or other
governmental income or franchise Taxes imposed on the Company or any Subsidiary
for all taxable periods (or the portion thereof) beginning after the Closing
Date, and (ii) any Losses as may result from (A) any action outside the
ordinary course of business taken with respect to the Company, GEIS, or any of
their Subsidiaries, or their respective assets or businesses, on the Closing
Date but after the Closing, or (B) with respect to Losses not in excess of
$250,000 in the aggregate, any action taken to facilitate use of
recapitalization accounting with respect to Acquiror’s purchase of stock of the
Company, other than (in either case) such Losses arising as a result of the
parties’ election under Section 338(h)(10) of the Code or as a result of the
parties’ elections of, or reporting of, Deemed Asset Sale Treatment (and with
respect to Section 338(g) Elections, as limited by Section 12(b)).


     (b)  The Acquiror shall indemnify and hold harmless on an After-Tax Basis
GE, GEII and each other Affiliate of GE from and against, and reimburse each
such Person for, any Losses that any such Person may at any time suffer or
incur, or become subject to, as a result of or in connection with the failure
by the Acquiror or the Company to perform any of its covenants or agreements
under this Agreement.


     (c)  The Acquiror shall pay to GE within ten business days after
realization the amounts of any reductions in income or franchise Tax realized
after the Closing by the Acquiror, the Company, GEIS or any of their
Subsidiaries from (i) any deduction allowed for compensation (including without
limitation any deduction for retention bonuses and any amounts treated as
compensation under Treas. Reg. § 1.83-7) paid by GE or any Affiliate of GE to
any employee of the Company, GEIS, or any of their Subsidiaries in cash, stock,
or other property, or (ii) any amounts paid by GE or any Affiliate of GE
pursuant to Section 5.16 of the Recapitalization Agreement. To the extent that
a subsequent disallowance of any such deduction deprives Acquiror, the Company,
GEIS or any of their Subsidiaries of such Tax reduction, the amount shall be
refunded by GE to Acquiror within ten business days of receipt of written
notice by GE that such additional Tax has been paid.


 






 




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     SECTION 6. Group Returns. (a) GE will cause the GE Affiliated
Group to file a consolidated United States federal income tax return for the
taxable year that includes the Closing Date. GE will include the Company,
GEIS, and each of their Subsidiaries in such consolidated United States federal
income tax return to the extent permitted by law and regulations.


     (b)  GE will, and will cause, its Affiliates to file Combined Income Tax
Returns for the taxable year that includes the Closing Date to the same extent
that it and its Affiliates joined in the filing of such Combined Income Tax
Returns for the immediately preceding taxable year. Such Combined Income Tax
Returns will include the Company, GEIS, and each of their Subsidiaries to the
extent permitted by law and regulations.


     (c)  To the extent permitted by law and regulations, the taxable year of
the Company, GEIS, and each of their Subsidiaries will terminate on the Closing
Date for all United States or foreign federal, state, local and other
governmental income and franchise Tax purposes.


     SECTION 7. Control. (a) GE will have the exclusive right to file
any amended Tax Returns and to control any audit or other administrative or
judicial proceeding with respect to the consolidated United States federal
income Tax liability of the GE Affiliated Group and/or the Tax liability of GE
or an Affiliate of GE under any Combined Income Tax Return, and the portion of
any other audit or other administrative or judicial proceeding regarding any
other matter that may result in any Tax liability with respect to which GE
provides indemnification under this Agreement.


     (b)  Except as provided in Section 7(a), the Acquiror will have the
exclusive right to control any audit or other administrative or judicial
proceeding with respect to the Tax liability of the Company, GEIS, or any of
their Subsidiaries.


     SECTION 8. Refunds. (a) GE will be entitled to any refunds
(including interest paid therewith) in respect of any United States or foreign
federal, state, local, or other governmental Tax liability of the Company or
any of its Subsidiaries in respect of a taxable period (or the portion thereof)
ending on or prior to the Closing Date. Nothing in this Section 8(a) will
preclude the Company or any of its Subsidiaries from making any election under
Section 172(b) of the Code or any comparable provision of law or regulations
for any taxable year beginning on or after the Closing Date.


     (b)  Except as provided in Section 8(a), the Acquiror will be entitled to
any refunds (including interest paid therewith) in respect of any United States
or foreign federal, state, local, or other governmental tax liability of the
Company or any of its Subsidiaries.


 






 


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     SECTION 9. Tax Sharing Payments. All rights and obligations of GE
and its Affiliates (with respect to the Company, GEIS, and each of their
Subsidiaries) and of the Company, GEIS, and each of their Subsidiaries to make
or receive any Tax sharing payments (other than pursuant to this Agreement)
will terminate prior to Closing.


     SECTION 9A. Termination of State Filing Agreement. The special
state filing agreement (“State Filing Agreement”) dated June 20, 2000 bearing
the heading Request for Alternate Apportionment Method shall be terminated as
to the Company, GEIS, and all of their Subsidiaries prior to the Closing. GE
and GEII represent and warrant to the Acquiror that neither the Company nor
GEIS nor any of their Subsidiaries will be subject to any material adverse Tax
consequence as a result of having been a party to or otherwise subject to the
provisions of the State Filing Agreement. GE shall indemnify and hold harmless
on an After-Tax Basis the Acquiror, the Company, GEIS, and each other
Subsidiary of the Acquiror from and against, and reimburse each such Person
for, any Losses attributable to the State Filing Agreement.


     SECTION 10. Interest. In the event that any payment required to be
made under this Agreement is made after the date on which such payment is due,
interest will accrue on such amount from (but not including) the due date of
the payment to (and including) the date such payment is actually made at the
rate designated from time to time in Section 6621(a)(2) of the Code, compounded
on a daily basis.


     SECTION 11. Tax Cooperation. (a) GE and the Acquiror will furnish
or cause to be furnished to each other, upon request, as promptly as
practicable, such information and assistance relating to the Company, GEIS, or
their Subsidiaries or their respective assets or businesses (including access
to books and records) as is reasonably necessary for the filing of all Tax
Returns, the making of any election related to Taxes, the preparation for any
audit by any taxing authority, and the prosecution or defense of any claim,
suit or proceeding relating to any Taxes or Tax Return. GE and the Acquiror
will cooperate with each other in the conduct of any audit or other proceeding
related to Taxes and all other Tax matters relating to the Company, GEIS, or
their Subsidiaries or their respective assets or businesses, and each will
execute and deliver such powers of attorney and other documents as are
necessary to carry out the intent of this Agreement. The party requesting
cooperation under this Section 11 will reimburse the other party for any actual
out-of-pocket expenses incurred in furnishing such cooperation.


     (b)  GE and the Acquiror will report to the other any written communication
from or with the IRS that relates in any way to the characterization of the
Purchase or any related transaction.


 






 


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     SECTION 12. Section 338 Elections.


     (a)  Section 338(h)(10) Elections.


     (1)  Acquiror, GE and, if necessary, GEII shall join in filing an election
under Section 338(h)(10) of the Code (the “Section 338(h)(10) Election”) with
respect to the actual or deemed acquisition by the Acquiror of the Company and
each of its U.S. Subsidiaries and will treat such acquisition as a deemed sale
of all of the assets of the Company and each such Subsidiary (“Deemed Asset
Sale Treatment”).


     (2)  In each state that, without the filing of any additional election,
requires Deemed Asset Sale Treatment for each actual or deemed acquisition with
respect to which a Section 338(h)(10) Election is made, Acquiror shall advise
GE of all material filings and schedules that are required to perfect such
Deemed Asset Sale Treatment and shall provide to GE any information in the
possession of Acquiror or any of its Subsidiaries that is required to be set
forth on such additional filings and schedules. Acquiror and GE and their
respective Subsidiaries shall file any required tax returns in a manner
consistent with such Deemed Asset Sale Treatment.


     (3)  With respect to Taxes in any other state, GE or GEII shall execute, or
cause any necessary GE Subsidiary to execute, any election prepared and
requested by Acquiror that is necessary to achieve Deemed Asset Sale Treatment.
Acquiror shall advise GE of all material filings and schedules that are
required to perfect such Deemed Asset Sale Treatment and shall provide to GE
any information in the possession of Acquiror or any of its Subsidiaries that
is required to be set forth in such additional filings and schedules. Acquiror
and GE and their respective Subsidiaries shall file any required tax returns in
a manner consistent with any such Deemed Asset Sale Treatment.


     (4)  GE will pay any Taxes for all taxable periods ending on or before the
Closing Date, and for the portion of any Straddle Period ending as of the end
of the Closing Date, attributable to the making of the Section 338(h)(10)
Elections and other elections or filings under this Section 12(a). GE will
indemnify Acquiror, Company, and its Subsidiaries pursuant to Section 4
against any Losses arising out of any failure by GE to pay any such Tax.


     (b)  Section 338(g) Elections.


     (1)  Acquiror shall provide GE with a written notice, or more than one
written notice, listing the foreign Subsidiaries for which Acquiror requests to
make elections under Section 338(g) of the Code to treat the acquisition of
such Subsidiary as a deemed sale of all of the assets of such Subsidiary. Each
such election is referred to herein as a “Section 338(g) Election.”


 






 


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     (2)  With respect to each Subsidiary for which a written notice is given,
GE shall provide to Acquiror within 30 days after receipt of such notice a good
faith estimate and a detailed calculation of the present value of the
additional Tax liability GE and its Affiliates would incur for all taxable
periods as a result of a Section 338(g) Election. Such estimated Tax liability
is referred to herein as the “Estimated Section 338(g) Tax.” The detailed
calculation shall be sufficient to allow Acquiror to make a determination as to
the accuracy of the calculation. Acquiror and GE will endeavor in good faith
to resolve any differences with respect to such calculation.


     (3)  No Section 338(g) Election shall be made with respect to a foreign
Subsidiary of the Company or GEIS unless Acquiror has previously paid to GE the
Estimated Section 338(g) Tax with respect to such Subsidiary or such other
amount as the parties agree to in good faith, provided, however,
that the first $250,000 of the aggregate amount otherwise payable by Acquiror
pursuant to this Section 12(b)(3) need not be paid to GE.


     (4)  No payments from GE to Acquiror or from Acquiror to GE to adjust for
any difference between the Estimated Section 338(g) Tax or such other amount as
the parties agree to in good faith and actual Taxes shall be required or made.


     (c)  The parties will agree as to the portion of the Purchase Price that
they will allocate in the aggregate to the foreign enterprises listed in
Schedule III, provided, however, that they will not allocate more
than $120 million in the aggregate to such foreign enterprises.


     (d)  Within 180 days after the Closing Date, Acquiror will provide to GE
copies of IRS Form 8023 and any required exhibits thereto (the “Asset
Acquisition Statement”) with Acquiror’s proposed allocation of the Purchase
Price (together with any assumed liabilities). Within 15 days after the
receipt of such Asset Acquisition Statement, GE will propose to Acquiror any
changes to such Asset Acquisition Statement (and in the event no such changes
are proposed in writing to Acquiror within such time period, GE and GEII will
be deemed to have agreed to, and accepted, the Asset Acquisition Statement).
Acquiror and GE will endeavor in good faith to resolve any differences with
respect to the Asset Acquisition Statement within 15 days after Acquiror’s
receipt of written notice of objection from GE.


     (e)  If GE withholds its consent to the allocation reflected in the Asset
Acquisition Statement, and, after working in good faith to resolve any
differences with respect to the Asset Acquisition Statement, Acquiror and GE
are unable to resolve any differences that, in the aggregate, are material in
relation to the Purchase Price, then any remaining disputed matters shall be
determined by an independent accounting firm of national standing (the
“Allocation Arbiter”) selected by Acquiror and GE, which firm shall not be the
regular accounting firm of either Acquiror or GE. Within 15 days after its
appointment, the Allocation Arbiter will determine (based solely on
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review) only those matters in dispute and will issue a written report as
to those matters and the resulting allocation of Purchase Price, which report
shall be conclusive and binding on Acquiror and GE. The fees and costs of the
Allocation Arbiter shall be borne equally by Acquiror and GE. For the
avoidance of doubt, this provision, and not any conflicting provision of
Section 11.12 of the Recapitalization Agreement, shall apply to any dispute
regarding the Asset Acquisition Statement.


     (f)  Acquiror and GE shall file all Tax Returns and reports consistent with
the allocation of Purchase Price provided in the Asset Acquisition Statement
or, if applicable, the determination of the Allocation Arbiter.


     SECTION 13. Survival. The indemnity and payment obligations set
forth in this Agreement shall survive until the date which is six months after
the date of expiration of the applicable statute of limitations (including any
extensions thereof). The right to indemnification with respect to claims of
which notice was given prior to the expiration of the applicable survival
period shall survive such expiration until such claim is finally resolved and
any obligations with respect thereto are fully satisfied.


     SECTION 14. Amendment. No provision of this Agreement may be
waived, amended or modified except by a written instrument signed by the GE
Parties and the Acquiror.


     SECTION 15. Assignment. This Agreement shall not be assigned by
operation of law or otherwise, except that the GE Parties may assign any or all
of the their rights and obligations under this Agreement to any of their
Affiliates; provided that no such assignment shall release the GE
Parties from any liability or obligation under this Agreement.


     SECTION 16. No Third-Party Beneficiaries. This Agreement is for
the sole benefit of the parties to this Agreement, their respective Affiliates
and their permitted assigns, and nothing in this Agreement, express or implied,
is intended to or shall confer upon any other Person or entity any legal or
equitable right, benefit or remedy of any nature whatsoever under or by reason
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IN WITNESS WHEREOF, this Agreement has been duly executed on the day and year
first above written.



	 	 	 	 	 
	 	GENERAL ELECTRIC COMPANY	 	 	 
	 
	 	By:	
/s/ Gary Reiner



Name: Gary Reiner

Title: Senior Vice President & Chief Information Officer

	 
	 	GE INVESTMENTS, INC.	 	 
	 
	 	By:	
/s/ Gary Reiner


Name: Gary Reiner

Title: Senior Vice President & Chief Information Officer
	 
	 	GLOBAL ACQUISITION COMPANY
	 
	 	By:	
/s/ Brian J. Ruder



Name: Brian J. Ruder

Title: Vice President