AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NAVY, LLC DATED AS OF [_______], 201_

 

 

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Defined Terms. (a) In this Agreement, except where the context otherwise requires:

investment in the Company (namely, on a consolidated basis, under the equity method or under the cost method).

“Applicable Tax Rate” means, with respect to a Tax Year, the combined federal, state and local income tax rate (giving effect to the deductibility of state and local income taxes for federal income tax purposes) that would have applied to the Company during such Tax Year if it were a corporation for U.S. federal income tax purposes.

“Appraiser” means any investment bank that, according to any nationally recognized data provider, was one of the top ten underwriters of equity offerings by United States issuers in the United States during the calendar year immediately preceding the year in which the Appraiser is engaged.

“Available Cash” means all cash and cash equivalents of the Company and its Subsidiaries in excess of $300 million.

“Back-End Trigger Condition” means HoldCo is a member of GE’s federal income tax purposes immediately prior to the consolidated group for U.S. exercise of a Roll-Up Right.

“BBN Holdings” means BBN Holdings, Inc. and any successors thereto.

“Board” means the board of directors of the Company.

“Business” means (i) the production, development, publication, distribution, licensing, exploitation and aggregation of content (on any medium now known or hereafter devised), including: (A) acquiring, producing, developing, distributing, licensing, syndicating, marketing and selling content; (B) acquiring, producing, developing, distributing, licensing, syndicating, marketing and selling news (including weather), sports, information and all manner of entertainment programming (including original programming) and other related content and merchandising relating thereto, including out-of-the-home media platforms (e.g., taxicabs); (C) acquiring, producing, developing, distributing, licensing, syndicating, marketing and selling motion pictures in theatrical and non-theatrical, home video/DVD, television, electronic sell-through, PPV, VOD and by any other means; (D) acquiring, producing, developing, distributing, licensing, marketing and selling musical compositions, including publishing and recorded music; (E) providing network television services to affiliated broadcast television stations; (F) owning, operating and/or investing in television broadcasting stations including locally programmed cable channels for areas served by NBC network television stations owned by the Company (other than KNTV and WMAQ); (G) owning, operating and/or investing in cable/satellite programming networks (including RSNs); (H) owning and/or operating film and television production facilities; (I) acquiring, producing, developing, distributing,

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licensing, syndicating, marketing and publishing video games; (J) owning, operating, developing and/or investing in internet websites in order to make content available on such sites (and similar sites including sites for mobile access and applications for the delivery of content digitally) and other digital businesses related to any of the foregoing permitted under clauses (A) through (I) above; (K) sale of national or local advertising which may include targeted/addressable or interactive advertising; and (L) acquiring, producing, developing and presenting live theatrical works; and (ii) the ownership or investment in and/or operation of theme parks and resorts. “Business” shall include both businesses conducted on the date hereof and as could reasonably be expected to be conducted in the future, including any future businesses derived from or that are successors to existing businesses (including as a result of technological advances). It is acknowledged and understood that (x) certain elements of the Business include and will in the future include functionalities such as social networking and commerce that are ancillary to the Business (e.g., the sale of merchandise and other media containing content acquired, produced, developed, published, licensed or exploited by the Business), (y) the business of ▇▇▇▇▇▇▇▇.▇▇▇ includes as a principal element e- commerce (i.e., the sale of tickets and advertising) and (z) the Company may distribute its content on an ad-supported, subscription or pay-per-use basis.

“Business Day” means a day ending at 11:59 p.m. (Eastern Time), other than a Saturday, a Sunday or other day on which commercial banks in New York, New York or Philadelphia, Pennsylvania are authorized or obligated by Law to close.

“Capital Contributions” means Initial Capital Contributions and Additional Capital Contributions.

“Capital Markets Activities” means any activities undertaken in connection with efforts by any Person to raise for or on behalf of any other Person capital from any public or private source.

“Change in Tax Law” means any change in applicable U.S. federal income tax Laws after the date of this Agreement.

“Closing” has the meaning set forth in the Master Agreement.

“Closing Date” means the date of the Closing.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Comcast Blackout Period” means (i) with respect to any fiscal quarter of Comcast, the blackout period applicable to senior management of Comcast with respect to such fiscal quarter and (ii) if Comcast furnishes to GE and the

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Company a written notice signed by an officer of Comcast stating that, as of the date of such notice, Comcast has pending or in process a material transaction (including a financing transaction or a material acquisition (whether such acquisition occurs by way of stock purchase or exchange, asset purchase or exchange, merger, consolidation or similar transaction) by Comcast or any of its Subsidiaries of the business or a line of business of a Person that is not an Affiliate of Comcast), the disclosure of which would, in the good faith judgment of Comcast’s board of directors, materially and adversely affect Comcast, the period commencing on the date on which such notice is given and ending on the earlier of (A) the date that is 60 days after the date on which such notice was given and (B) the date on which the material transaction that necessitated such notice is abandoned or publicly disclosed.

“Comcast De Minimis Business” means an equity interest in any Person engaged in the video programming network business that is acquired by Comcast or any of its Subsidiaries (other than the Company or any of its Subsidiaries) as consideration for commitments made in a distribution agreement by Comcast’s multichannel video distribution business; provided that the total amount of Comcast’s and such Subsidiaries’ equity interests in any such Person shall not exceed 25%.

“Comcast Member” means any Initial Comcast Member as of the Closing and, thereafter, any of Comcast or any of its direct or indirect wholly- owned Subsidiaries that then is a Member.

“Comcast Permitted Business” means: (I) (i) the multichannel video distribution business (e.g., the principal business now conducted by Comcast’s Cable Division), by any distribution method (cable, satellite, wireless, etc.) or technology (analog, digital, etc.) and to any type of end-user equipment (television, computer, phone, etc.); (ii) Internet access service (i.e., the principal Internet business now conducted by Comcast’s Cable Division) and Internet portal service (e.g., the principal business now conducted by Comcast’s Comcast Interactive Media Division through ▇▇▇▇▇▇▇.▇▇▇), including applications and services provided or offered in conjunction therewith (e.g., email, cross-platform services, games, computer security, photo and file storage, etc.), by any distribution method (cable, satellite, wireless, etc.) and to any type of end-user equipment (television, computer, phone, etc.); (iii) Internet businesses primarily focused on: (A) the aggregation, packaging and distribution of content (e.g., the principal business now conducted by Comcast’s Comcast Interactive Media Division now known as ▇▇▇▇▇▇▇.▇▇▇ and the provision of authenticated programming), for Comcast or others, including content downloading; (B) the sale of goods or services through an Internet interface, including games (e.g., ▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇.▇▇▇; etc.); and (C) applications (e.g., maps, concierge services, social networking, etc. (including the business of Plaxo, Inc.)); (iv) webhosting and other Internet infrastructure services; (v) voice and data services,

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by any distribution method (cable, satellite, wireless, etc.) and to any type of end- user equipment (television, computer, phone, etc.); (vi) home and business security services; (vii) the operation and management of sports teams and event venues; (viii) the food services business; (ix) the ticketing business to events other than movies, by any distribution method (online or physical); (x) the production of advertising and the sale of advertising time (including targeted/addressable and interactive advertising) for Comcast and others (provided that this shall not include National Advertising), including through Canoe Ventures, LLC (“Canoe”) and National Cable Communications LLC (“NCC”); (xi) the provision of content formatting, transmission and distribution services for video content and advertising for Comcast and others (e.g., the business of thePlatform, Inc. and National Digital Television Center, LLC (i.e., the Comcast Media Center)); (xii) the provision of technical services, software, databases and other technology (for Comcast or others) related to the businesses referred to above, including hardware and software development and licensing (e.g., authentication and other security services) and cross-platform services (e.g., ▇▇▇▇▇▇▇.▇▇▇’s iPhone application); (xiii) (A) the production and distribution of public access, leased access and local origination programming and other programming required under the terms of any cable television franchise agreement, (B) the production, licensing and distribution of video-on-demand programming (e.g., Select on Demand) and (C) the ownership and operation of locally programmed cable channels (e.g., Comcast Entertainment Television, Comcast Hometown Network, CN100 and C2), in each case for carriage on Comcast’s and other multichannel video distributors’ systems (other than locally programmed cable channels for areas served by NBC network broadcast television stations owned by the Company (other than KNTV and WMAQ)); (xiv) any business or activity reasonably ancillary to any of the foregoing; and (xv) any business or activity that represents an evolution over time of any of the business referred to above; provided that neither clause (I)(xiv) nor (I)(xv) shall include the ownership of any interest in, or the operation or management of, any Company Principal Business; (II) the ownership of the following interests: (A) Big Ten Network, LLC – 4.99% [profit participation]; (B) Canoe – 48.5%; (C) Current Media, LLC – 10%; (D) Digital Entertainment Content Ecosystem (DECE), LLC – membership interest; (E) Driver TV LLC – 6.5%; (F) MGM Holdings, Inc. – 20%; (G) NHL Network US, L.P. – 15.6%; (H) Music Choice – 12.4%; (I) Pittsburgh Cable News Channel LLC– 30%; and (J) The MLB Network, LLC – 8.34%; (III) the ownership and operation of the following interests/businesses: (A) ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, L.L.C. – 100%; (B) Comcast Digital, LLC – 100%; (C) In Demand L.L.C. – 53.9%; (D) NCC – 60%; (E) National Digital Television Center, LLC and its subsidiaries – 100%; (F) Plaxo, Inc. – 100%; (G) thePlatform, Inc. and its subsidiary – 97%; and (H) Vehix, Inc. – 100%; (IV) any changes in the ownership of the entities listed in clauses (II)(A), (C), (E), (G), (H) and (J), provided no such interest shall exceed 25%; (V) any increase in the ownership of the entities listed in clauses (II)(B) and (I) and (III)(C), (D) and (G); (VI) the ownership and operation of any assets

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GAAP, recorded as a sale-leaseback transaction or leveraged lease, (v) all obligations of such Person in respect of letters of credit or acceptances issued or created for the account of such Person, (vi) all liabilities secured by any lien granted on assets or properties of such Person, whether or not the obligations secured thereby have been assumed, and (vii) all direct or indirect guarantees (including “keep well” arrangements, support agreements and similar agreements) with respect to Debt of any other Person referred to in clauses (i) through (vi) of such Person; provided, however, that for the purposes of Sections 4.10(a), 5.02(a)(i), 5.02(a)(iii) and 9.02(c)(ii):

(A) Debt shall not include (1) trade and other ordinary course payables and accrued expenses arising in the ordinary course of business, (2) deferred compensation, pension and other post-employment benefit liabilities, (3) take or pay obligations arising in the ordinary course of business, (4) obligations arising under the Credit Agreement, dated as of March 2, 1998 (the “Lin Credit Agreement”), between General Electric Capital Corporation and Station Venture Holdings, LLC (the “LLC”) (as successor in interest to Lin Television of Texas, L.P.), so long as the obligations of the Company, NBCU or any of their respective Subsidiaries (other than the LLC or Station Ventures Holdings, LP or any of their respective Subsidiaries) arising under the Lin Credit Agreement or any related credit support, risk of loss or similar arrangement constitute NBCU Excluded Liabilities (as defined in the Master Agreement) and (5) non-recourse Debt under any Factoring Agreement; and

(B) the amount of any Debt described in clause (v), (vi) or (vii) shall only be included to the extent such Debt is consolidated on such Person’s balance sheet in accordance with GAAP.

“Default Recovery Activities” means the exercise of any rights or remedies in connection with any Capital Markets Activities, Financing, Insurance, Leasing, Other Financial Services Activities or Securities Activities (whether such rights or remedies arise under any agreement relating to such activity, under applicable Law or otherwise), including any foreclosure, realization or repossession or ownership of any collateral, business assets or other security for any Financing (including the equity in any entity or business), Insurance or Other Financial Services Activities or any property subject to Leasing.

“Depreciation” means, for each Tax Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such Tax Year, except that if (a) with respect to any asset the Gross Asset Value of which differs from its adjusted tax basis for federal income tax purposes at the beginning of such Tax Year and which difference is being eliminated by use of the “remedial allocation method” as defined by Treasury Regulations Section 1.704-3(d), Depreciation for such Tax Year shall be the amount of book basis recovered for such Tax Year

 

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under the rules prescribed by Treasury Regulations Section 1.704-3(d)(2), and (b) with respect to any other assets the Gross Asset Value that differs from its adjusted tax basis for federal income tax purposes at the beginning of such Tax Year, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Tax Year bears to such beginning adjusted tax basis; provided, however, in the case of clause (b) above, if the adjusted tax basis for federal income tax purposes of an asset at the beginning of such Tax Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Tax Matters Member unless such method could reasonably be expected to have an adverse effect on the Initial GE Member or any of its Affiliates that is material and disproportionate as to its effect on other Members or their Affiliates, in which case such method shall not be selected without the consent of the Initial GE Member, which consent shall not be unreasonably withheld or delayed.

“EBITDA” means, other than for purposes of Section 9.05(c), for any period, net income of any Person and its consolidated Subsidiaries plus or minus, to the extent included in the calculation of net income for such period, and without duplication:

 

(a) extraordinary expenses or losses and unusual or non-recurring non-cash expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such consolidated net income for such period, (x) non-cash losses from dispositions of assets not in the ordinary course of business and (y)  goodwill or intangible asset impairment);

(b) any extraordinary income or gains and any unusual or non-recurring non-cash income or gains (including, whether or not otherwise includable as a separate item in the statement of such consolidated net income for such period, gains on dispositions of assets not in the ordinary course of business);

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“Excess Amount” means an amount (not less than zero) equal to (i) 120% of Public Market Value less (ii) [$28.15 billion]1.

“Existing Business Activities” means any business conducted or investment held by GE or any of its Subsidiaries or contemplated by any existing contractual arrangements applicable to GE or its Subsidiaries, on the date of this Agreement after giving effect to the Closing, as such business may evolve over time.

“Financial Services Business” means any activities undertaken principally in connection with or in furtherance of (i) Capital Markets Activities, (ii) Financing, (iii) Leasing, (iv) Default Recovery Activities, (v) Other Financial Services Activities, (vi) Securities Activities or (vii) the sale of Insurance, the conduct of any Insurance brokerage activities or services or the provision of Insurance advisory services, business processes or software. Financial Services Business also includes any investment or ownership interest in a Person through an employee benefit or pension plan.

“Financing” means the making of, entering into, purchase of, or participation in (including syndication or servicing activities), (i) secured or unsecured loans, conditional sales agreements, debt instruments or transactions of a similar nature or for similar purposes, (ii) non-voting preferred equity investments, and (iii) investments as a limited partner in a partnership or as a member of a limited liability company in which another Person who is not an Affiliate of the limited partner or member is a general partner, manager or management member, or funds of funds in which GE Capital is the general partner which consist only of investments of the type referred to in this definition.

“GAAP” means:

(i) for purposes of Article 11 hereof, the generally accepted accounting principles adopted from time to time by an enterprise for financial reporting purposes, which may refer to U.S. GAAP, International Financial Reporting Standards (IFRS) GAAP, or other generally accepted accounting principles adopted by a reporting enterprise. The parties agree that, in respect of any period prior to, and as of the Closing Date, “GAAP” refers to U.S. generally accepted accounting principles. In the event that either GE or Comcast, or any applicable members of their respective Groups, adopts a new basis of accounting other than U.S. generally accepted accounting principles, unless otherwise mutually agreed to in writing by GE and Comcast, all information required to be prepared and

 

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1 This amount will be increased by the purchase price for any Relevant Transactions (as defined in the Master Agreement) contributed at Closing, if any.

 

provided pursuant to Article 11 shall be prepared and provided based on GAAP as adopted by Comcast for purposes of its reporting requirements.

(ii) for purposes other than for Article 11 hereof, U.S. generally accepted accounting principles.

“GE Auditors” means the independent certified public accountants of GE, as may be engaged by GE from time to time.

“GE De Minimis Business” means (i) any minority equity investment by GE or any of its Subsidiaries in any Person (A) in which GE or its Subsidiaries (x) do not have the right to designate a majority of the members of the board of directors (or similar governing body) of such Person, (y) hold less than 25% of the outstanding voting securities or similar equity interests of such Person and (z) do not manage or operate the business of such Person or make significant proprietary assets (including the GE name or brand and any non-public information derived from any Company Principal Business) available to such Person for use in such Person’s business or (B) in which the amount invested by GE and its Subsidiaries, collectively, is less than $25 million, (ii) any business activity conducted by GE or any of its Subsidiaries that is ancillary to the conduct of their principal businesses, it being understood that the Company Principal Business will be deemed ancillary to a principal business if the Company Principal Business is not conducted as a separate profitable business offering and comprises not more than 20% of the value measured by the net operating profit of the business activities of which it forms a part, (iii) any other business in which Company Principal Business is conducted primarily in connection with (x) the sale, purchase, leasing, financing, licensing, disposition, marketing or distribution of goods and services that do not constitute Company Principal Business, (y) the development, design, manufacture, use or application of such goods and services referred to in clause (x), or (z) other activities incidental to or provided in connection with the foregoing, including the provision to actual or potential customers, consumers, end users or the public of news, technical information or other material that is distributed for the purpose of promoting demand for such goods or services that do not constitute Company Principal Business, or of technical support, education, training and servicing in connection with the provision of such goods or services that do not constitute Company Principal Business, or (iv) research and development of intellectual property or technology that could be used in both the Company Principal Business and in connection with businesses of GE or any of its Affiliates that do not constitute Company Principal Business.

clauses (A), (B) and (E) of this paragraph shall be made only if the Tax Matters Member reasonably determines that such adjustment is necessary to reflect the relative interests of the Members in the Company;

(iii) The Gross Asset Value of any asset distributed to any Member shall be adjusted to equal the gross fair market value (taking Section 7701(g) of the Code into account) of such asset on the date of distribution as determined by the Tax Matters Member in its reasonable discretion;

(iv) The Gross Asset Value of any asset shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such asset pursuant to Section 734(b) or 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m); and

(v) If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraph (i), (ii) or (iv), such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset, for purposes of computing Profits and Losses;

provided, however, that if the determination by the Tax Matters Member pursuant to clause (i), (ii) or (iii) could reasonably be expected to have an adverse effect on the Initial GE Member or any of its Affiliates that is material and disproportionate as to its effect on other Members or their Affiliates such determination shall be subject to the consent of the Initial GE Member, which consent shall not be unreasonably withheld or delayed.

“HoldCo Agreement” means the Navy Holdco 2 Agreement the form of which is attached as an exhibit to the Master Agreement.

“HoldCo Shareholder” means, at any time, any Person who, at such time, directly owns any HoldCo Shares.

“HoldCo Shares” means shares of common stock, par value $0.01 per share, of HoldCo.

“Independent Director” means an individual meeting the independence tests necessary for service on the audit committee of a public company listed on any national securities exchange on which the Company is listed if then listed.

“Insurance” means any product or service determined to constitute insurance, assurance or reinsurance by the Laws in effect in any jurisdiction.

 

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“Investment Grade Credit Rating” means that the Company’s senior unsecured long-term Debt is rated at least BBB- by Standard & Poor’s Ratings Services and at least Baa3 by ▇▇▇▇▇’▇ Investors Service, Inc.; provided that if no such Debt is outstanding at that time, then such Debt shall be deemed to be rated at those ratings that the ratings agencies or their successors assign to Debt of the Company having the hypothetical characteristics of such Debt on a “shadow rating” or “indicative rating” basis.

“IPO” means the first underwritten public offering of common Equity Securities of the Company that results in such common Equity Securities of the Company being publicly registered and traded.

“Law” means any transnational, domestic or foreign federal, state or local statute, law, ordinance, regulation, rule, code, order or other requirement or rule of law, including the common law.

“Leasing” means the rental, leasing, or financing under operating leases, finance leases or hire purchase or rental agreements, of property, whether real, personal, tangible or intangible.

“LIBOR” means the rate per annum equal to the British Bankers Association LIBOR from Telerate Successor Page 3750, as published by Reuters at approximately 11:00 a.m., London time, on the date of the commencement of the relevant interest period, as the rate for dollar deposits with a three-month maturity. If such rate is not available at such time for any reason, then “LIBOR” shall be the arithmetic mean of the rates quoted by three major banks in the City of New York, selected by the Company, at approximately 11:00 a.m., New York City time, on the date of the commencement of the relevant interest period for loans in U.S. dollars to leading European banks in a principal amount equal to an amount not less than $1 million that is representative for a single transaction in such market at such time.

“Member” means, at any time, for so long as it holds any Membership Interests, (i) any Initial Comcast Member and the Initial GE Member, as applicable, and (ii) any other Person who, after the Closing, is admitted to the Company as a member in accordance with the terms of this Agreement. No Person that is not a Member shall be deemed a “member” of the Company under the Act.

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“Ordinary Course Related Party Transaction” means a Related Party Transaction that is within the ordinary course of business of the Company and its Subsidiaries. Examples of Ordinary Course Related Party Transactions include the entering into by the Company or any of its Subsidiaries with Comcast or any of its Affiliates of programming agreements, affiliation agreements, agreements with respect to corporate overhead and support services (other than the Comcast Services Agreement (as defined in the Master Agreement)) and other commercial agreements of a type that are entered into between content producers and distributors in the ordinary course of business. It is understood that entering into agreements of this type will be considered Ordinary Course Related Party Transactions even if they relate to new technologies or new types of arrangements that have not previously been in place between the Company and its Subsidiaries and Comcast and its Subsidiaries.

“Other Financial Services Activities” means the offering, sale, distribution or provision, directly or through any distribution system or channel, of any financial products, financial services, asset management services, including investments on behalf of GE’s financial services Affiliates purely for financial investment purposes, investments for the benefit of third party and client accounts, credit card products or services, vendor financing and trade payables services, back-office billing, processing, collection and administrative services or products or services related or ancillary to any of the foregoing.

“Percentage Interest” means, at any time with respect to a Person who is a Member or a HoldCo Shareholder but is not HoldCo or the Company, such Person’s “aggregate percent membership interest” divided by the “residual percentage,” in each case calculated at such time, where:

(i) “aggregate percent membership interest” shall mean, with respect to a Person who is a Member or a HoldCo Shareholder but is not HoldCo or the Company, the sum of (A) such Person’s Membership Percentage and (B) the product of (x) HoldCo’s Membership Percentage and (y) such Person’s “HoldCo interest”;

(ii) “HoldCo interest” shall mean, with respect to a HoldCo Shareholder, the number of HoldCo Shares directly owned by such HoldCo Shareholder divided by the aggregate number of HoldCo Shares directly owned by all HoldCo Shareholders; and

(iii) “residual percentage” shall mean the residual of (A) one minus (B) the product of (x) HoldCo’s Membership Percentage and (y) the Company’s “HoldCo interest.”

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securities are quoted; provided that, notwithstanding the foregoing, such securities shall remain Registrable Securities until such time as the aggregate value of such securities held by Comcast and its Affiliates or GE and its Affiliates, as the case may be (based on the average closing sale price of such security on the principal exchange on which such security is listed or on the principal inter-dealer quotation system on which such security is quoted during the preceding ten trading days), first falls below $1 billion, (d) they shall have been otherwise transferred, and new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not, in the opinion of counsel to the holders (or in the opinion of counsel to the Company, which counsel and opinion are reasonably satisfactory to the holders), require registration of them under the Securities Act, or (e) they shall have ceased to be outstanding.

“Related Party Transaction” means any transaction, agreement or arrangement (including any termination of, or modification of the terms of, any such transaction, agreement or arrangement other than pursuant to and in accordance with the terms of such transaction, agreement or arrangement) between (i) the Company or any of its Subsidiaries, on the one hand, and (ii) Comcast or any of its Affiliates, on the other hand, except: (A) any transaction, agreement or arrangement entered into pursuant to the Master Agreement, (B) any transaction, agreement or arrangement expressly contemplated by the Master Agreement and (C) any renewal or extension of any such transaction, agreement or arrangement pursuant to and in accordance with its terms.

“Relevant Time” means, with respect to a certification provided pursuant to Section 9.02(a), Section 9.03(b), Section 9.03(c), Section 9.06(a) or Section 9.08(b), the end of the last day of the most recent Tax Year ended prior to the date of such certification.

“Roll-Up Purchase Price” means, with respect to a Roll-Up Right, (x)(A) in the case of any of the Roll-Up Rights within the meaning of clauses (i) through (iii) of the definition of Roll-Up Right, the Redemption Purchase Price, (B) in the case of a Roll-Up Right within the meaning of clause (iv) of the definition of Roll-Up Right, the allocable portion of Public Market Value and (C) in the case of a Roll-Up Right within the meaning of clause (v) of the definition of Roll-Up Right, the ROFO Offer Price, in each case calculated with respect to all of HoldCo’s Membership Interests immediately prior to the exercise of such Roll-Up Right.

Term		Section
Drag-Along Right		9.10(a)
Drag-Along Sale		9.10(a)
Exercise Notice		9.04(a)
First Comcast Purchase Right		9.03(a)
First HoldCo Redemption Right		9.02(a)
Fourth Comcast Purchase Right		9.03(d)
Fully Distributed Public Market Value		9.05(a)
GE		Preamble
GE Annual Statement		11.04
GE Proposed Transfer		9.14(d)
HoldCo		Preamble
HoldCo Redemption Rights		9.02(b)
Holding		10.04(a)
Indemnified Party		9.14(a)
Indemnifiable Taxes		9.14(a)
Initial Appraisers		9.05(b)
Initial Capital Contribution		3.01
Initial Comcast Member(s)		Preamble
Initial GE Member		Preamble
IPO Purchase Right		9.03(e)
Issuance Notice		3.07(a)
Liquidating Agent		12.04
Master Agreement		Recitals
Offering Period		10.06(b)
Preemptive Rights Exercise Notice		3.07(b)
Public Market Valuation Methodology		9.05(c)
Public Offering Purchase Right		9.03(e)
Purchase Representative		9.04(a)
Representatives		10.01(b)
ROFO Notice		9.06(a)
ROFO Offer		9.06(a)
ROFO Offer Price		9.06(a)
RPT Dispute Notice		10.02(d)
RPT Dispute Representative		10.02(e)
RPT Notice		10.02(b)
Rule 144 Sale		9.07(a)
Rule 144 Sale Notice		9.07(a)
Rule 144 Offer		9.07(a)
Rule 144 Offer Price		9.07(a)
Second Comcast Purchase Right		9.03(b)
Second HoldCo Redemption Right		9.02(b)
Specified Representations		9.04(c)
SpinCo		9.01(b)

Term		Section
Tag-Along Acceptance Notice		9.09(c)
Tag-Along Notice		9.09(a)
Tag-Along Right		9.09(b)
Tag-Along Sale		9.09(a)
Tax Claim		9.14(b)
Tax Matters Member		7.05(c)
Third Comcast Purchase Right		9.03(c)
Third Party Acquirer		9.01(b)

Section 1.02. Other Definitional and Interpretative Provisions. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. All references to a particular statute or other Law shall be deemed to include all rules and regulations thereunder in effect from time to time. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

ARTICLE 2

ORGANIZATIONAL MATTERS AND GENERAL PROVISIONS

determine from time to time. The Company may also maintain such other office or offices at such other locations as the Board may determine from time to time.

in the appropriate place in each jurisdiction in which the Company may hereafter establish a place of business. The Board may cause or authorize an executive officer to cause the Company to be qualified or registered under assumed or fictitious name statutes or similar Laws in any jurisdiction in which the Company transacts business where the Company is not currently so qualified or registered. Each executive officer shall execute, deliver and file any such documents (and any amendments and/or restatements thereof) necessary for the Company to accomplish the foregoing. The Board may appoint any other authorized persons to execute, deliver and file any such documents.

Section 2.08. Company Property. All property of the Company, both tangible and intangible, shall be deemed to be owned by the Company as an entity. A Member has no interest in specific Company property.

Section 2.09. Transactions with Members and Directors. Subject to the terms and conditions of this Agreement (including Section 10.02), any Member or Director may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one or more obligations of, provide collateral for, and transact other business with the Company and, subject to applicable Law and the terms and conditions of this Agreement, shall have the same rights and obligations with respect to such matter as a Person who is not a Member or Director, and any Member and the members, shareholders, partners and Affiliates thereof shall be able to transact business or enter into agreements with the Company to the fullest extent permissible under the Act.

Section 2.10. Uncertificated Membership Interests. Membership Interests shall be in uncertificated form.

ARTICLE 3

CAPITAL CONTRIBUTIONS AND PREEMPTIVE RIGHTS

Section 3.01. Initial Capital Contributions. In connection with the transactions contemplated by the Master Agreement, the Initial Comcast Members and Initial GE Member have made the contributions (each of which shall constitute an “Initial Capital Contribution”) of their respective Contributed Businesses (as defined in the Master Agreement) at the Closing.

Section 3.02. Additional Capital Contributions. (a) From and after the Closing, no Member shall be required or permitted to make any additional capital contributions (other than Initial Capital Contributions) to the Company except as provided in this Article 3.

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(b) No Member shall have any liability for the return of the Capital Contributions of any other Member. Except as otherwise required by Law, no Member shall be required to make up a negative balance in its Capital Account. No Member shall have priority over any other Member either as to the return of the amount of such Member’s Capital Contributions or as to any allocation of any item of income, gain, loss, deduction or credit of the Company (except to the extent granted by Company Securities hereinafter approved by the Board pursuant to Section 3.03(b), subject to Section 4.10(a)).

Section 3.05.  Capital Accounts.

(a) A capital account (a “Capital Account”) shall be maintained for each Member in accordance with the requirements of Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. The Capital Account of each such Member shall be equal to the amount of the Capital Contributions made by such Member in exchange for such Member’s Membership Interests, and thereafter adjusted as follows:

(i) increased by the Additional Capital Contributions made by such Member after the date of this Agreement with respect to such Membership Interests;

(ii) increased by items of income or gain which are allocated to such Member with respect to such Membership Interest under Article 8 and Article 12;

(iii) decreased by the items of loss and deduction which are allocated to the Member in respect of such Membership Interests under Article 8 and Article 12; and

 

(iv) decreased by the amount of any cash and the Gross Asset Value of any asset of the Company distributed to such Member in respect of such Membership Interests (net of any liability assumed by the Member or to which the distributed property is subject).

(b) Upon a Transfer of any Membership Interest in accordance with the terms of this Agreement, the transferee Member shall succeed to the Capital Account of the transferor which is attributable to such Membership Interest.

(c) The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts shall be applied in accordance with Treasury Regulations Sections 1.704-1(b) and 1.704-2.

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or all of such Company Securities that Comcast or HoldCo have not elected to purchase at a price equal to or greater than the price specified in the Issuance Notice and otherwise upon terms that are not less favorable to the Company than those specified in the Issuance Notice; provided that, if such issuance is subject to regulatory approval, such 90-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days from the date of the Issuance Notice. If the Company proposes to issue any such Company Securities after such 90-day (or longer, as permitted by the preceding sentence) period, it shall again comply with the procedures set forth in this Section 3.07.

(e) At the consummation of the issuance of such Company Securities, subject to Section 2.10, the Company shall, if necessary or desirable, issue certificates or other appropriate instruments representing the Company Securities to be purchased by each party exercising preemptive rights pursuant to this Section 3.07 registered in the name of such party, against payment by such party of the purchase price for such Company Securities in accordance with the terms and conditions as specified in the Issuance Notice.

(f) Notwithstanding the foregoing, neither Comcast nor HoldCo shall be entitled to purchase Company Securities as contemplated by this Section 3.07 in connection with issuances of Company Securities (i) to employees of the Company or any of its Subsidiaries pursuant to employee benefit plans or arrangements approved by the Board (including upon the exercise of employee stock options granted pursuant to any such plans or arrangements), (ii) in connection with any bona fide, arm’s length restructuring or refinancing of outstanding debt of the Company or any of its Subsidiaries, (iii) as consideration in a bona fide, arm’s-length direct or indirect merger, acquisition or similar transaction, (iv) pursuant to an IPO or (v) that are Equity Securities as described in the second proviso of Section 3.03(b). The Company shall not be obligated to consummate any proposed issuance of Company Securities, nor be liable to any Member if the Company has not consummated any proposed issuance of Company Securities, pursuant to this Section 3.07 for whatever reason, regardless of whether it shall have delivered an Issuance Notice or received any Preemptive Rights Exercise Notices in respect of such proposed issuance.

(g) If GE or any of its Affiliates (other than HoldCo or any of its Subsidiaries) acquires Membership Interests pursuant to the exercise of HoldCo’s preemptive rights under this Section 3.07, notwithstanding any provision set forth in this Agreement that GE only sell or cause to be sold HoldCo Shares (as opposed to Membership Interests) in connection with a particular transaction, GE will be permitted and, if such provision requires GE to sell or cause to be sold securities representing the remainder of its Percentage Interest, required to sell such Membership Interests in connection with such transaction.

(c) For the avoidance of doubt, and notwithstanding any other provision of this Agreement and any duty otherwise existing at Law or in equity, to the fullest extent permitted by Law, in connection with the exercise of consent rights pursuant to Section 4.10(a), HoldCo may consider its own best interests (or that of its Affiliates) when determining whether or not to consent and shall in no event be deemed to have any duty (including any fiduciary duty) to any Members or to the Company with respect to any such consent or withholding of consent. Except as otherwise required by Law, the Company shall not be required to hold any meeting of Members or obtain any action by written consent of the Members in order for consents obtained directly by the Company from HoldCo to be valid for purposes of Section 4.10(a).

(d) For the purposes of calculating GE’s Percentage Interest for the purposes of the thresholds set forth in Sections 4.10(a), 5.01(b), 5.01(c), 5.01(j), 5.02, 5.10, 9.01(b)(iv)(x) and 10.06, newly issued primary shares of Common Stock issued in Public Offerings effected after the Comcast Transfer Date shall be disregarded.

Section 4.11. Reimbursements. To the extent not inconsistent with or otherwise addressed by another provision of any Transaction Agreement to which a Member is a party, the Company shall reimburse the Members for all ordinary and necessary out-of-pocket expenses incurred by the Members on behalf of the Company but only if such expenses were authorized by or under the authority of the Board. Such reimbursement shall not be deemed to constitute a distribution or return of capital to any Member.

Section 4.12. Partition. Each Member waives any and all rights that it may have to maintain an action for partition of the Company’s property.

Section 4.13. Liability. Except as otherwise set forth herein or in the Master Agreement, or as required by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member, Director or Company officer shall be obligated personally for any such debt, obligation or liability of the Company or for any losses of the Company solely by reason of being a Member or acting as a Director or Company officer.

ARTICLE 5

BOARD AND OFFICERS

Section 5.01. Board. (a) The property, affairs and business of the Company shall be managed by or under the direction of the Board, except as otherwise expressly provided in this Agreement. The Board shall be made up of the number of individuals (who need not be Members) (each, a “Director”) as

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specified in this Agreement. Each Director shall be a “manager” (as such term is defined in the Act) of the Company but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement.

(b)  Prior to an IPO, the Board shall be made up of five Directors and:

(i) HoldCo shall have the right to designate a number of Directors equal to (x) for so long as GE’s Percentage Interest is at least 20%, two Directors and (y) for so long as GE’s Percentage Interest is at least 10% but less than 20%, one Director; and

(ii) the Comcast Members shall collectively have the right to designate the remaining Directors.

(c) Following an IPO, the Board shall consist of the number of Directors determined by the Board from time to time. Following an IPO, for so long as the Comcast Members’ aggregate Percentage Interests are greater than GE’s Percentage Interest, each of GE and each of the Comcast Members agrees to vote, or cause to be voted, its shares of Common Stock and any shares of Common Stock held by any of its Subsidiaries in any election of Directors in favor of any slate of Directors proposed by the Company consisting of:

(i) at least three Independent Directors (who shall be designated by the Board),

(ii) for so long as GE’s Percentage Interest is at least 10%, a number of Directors designated by GE equal to the product of GE’s Percentage Interest multiplied by the number of Directors constituting the Whole Board (rounded up or down to the nearest whole number of Directors but which number shall not be less than one), and

(iii) the remaining Directors designated collectively by the Comcast Members, which number of Directors shall not be fewer than the minimum number of Directors necessary to constitute a majority of the Whole Board.

(d) The Comcast Members and HoldCo shall be entitled to select their respective designees to the Board in their discretion from the management of their ultimate parent Affiliate. The Directors designated by the Comcast Members shall initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, and the Directors designated by HoldCo shall initially be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇.

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(e) Each Director shall hold such position until his or her successor is appointed or elected or until his or her earlier death, disability, resignation or removal.

(f) Subject to the consent rights set forth in Section 4.10(a), the Board, by taking action in accordance with this Article 5, shall have the power, discretion and authority on behalf and in the name of the Company to carry out any and all of the objects and purposes of the Company contemplated by this Agreement and to perform or authorize all acts which it may deem necessary or advisable in connection therewith. The Members agree that, subject to the consent and other rights set forth in Sections 4.10(a), 10.02 and 10.06(h), all determinations, decisions and actions made or taken by the Board shall be conclusive and absolutely binding upon the Company, the Members and their respective successors, assigns and personal representatives (without requirement for further consent or other action by the Members). The voting and consent rights of the Members are solely those set forth herein and the Members shall have no additional voting or consent rights under the Act.

(g) Each Director will serve without compensation. Each Director shall be entitled to reimbursement for reasonable and necessary out-of-pocket expenses incurred by such Director during the course of conducting the Company’s business. Notwithstanding the foregoing, following an IPO, the Board may authorize compensation for some or all Independent Directors.

(h) No Director (acting in his or her capacity as such) shall have any right or authority to act on behalf of or to bind the Company with respect to any matter except pursuant to a resolution authorizing such action, which resolution is duly adopted by the Board by the affirmative vote required for such matter pursuant to the terms of this Agreement.

(i) Each Director may authorize another individual (who may or may not be a Director) to act for such Director by proxy at any meeting of the Board, or to express consent or dissent to a Company action in writing without a meeting. A writing authorizing a Person to act for such Director as proxy, which has been executed by such Director and entered into the books and records of the Company, shall be a valid means by which a Director may grant such authority.

(j) So long as GE’s Percentage Interest is at least 10% (calculated in accordance with Section 4.10(d)), HoldCo shall have the right to designate one non-voting observer to the Board; provided that prior to any such designation, such observer shall enter into a confidentiality agreement with the Company on terms reasonably satisfactory to Comcast. Such observer shall be entitled to receive notice and attend all meetings of the Board and shall receive the same information regarding the Company as is provided to the Directors. Such

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by the Board, subject, in each case, to the ultimate authority of the Board and the consent rights set forth in Section 4.10(a).

Section 5.07. Committees of the Board. (a) The Board may designate one or more committees, with each committee to consist of one or more of the Directors, subject to the requirements set forth in this Section 5.07. Any committee, to the extent permitted by Law and provided in the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it; provided that, following an IPO, no duties will be delegated to the audit committee other than those duties required by Law to be so delegated. Each committee shall keep regular minutes and report to the Board when required.

(b) Subject to the requirements of Law, Directors designated by the Comcast Members shall constitute at least a majority of each committee of the Board and, if there are any Directors designated by HoldCo, each such committee shall include at least one such Director; provided that, following an IPO, the audit committee shall be comprised solely of the Independent Directors designated pursuant to Section 5.01(c)(i).

(c) A majority of the members of any committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 5.04(b). Subject to Section 5.07(b) and except as expressly required otherwise by a Transaction Agreement with respect to a committee contemplated by such Transaction Agreement, the Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of Persons who are not Directors; provided, however, that no such committee shall have or may exercise any authority of the Board.

Section 5.08. Officers; Designation and Election of Officers; Duties. (a) Subject to Sections 4.10(a) and 4.10(b), the Board may, from time to time, employ and retain Persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Board), including employees, agents and other Persons (any of whom may be a Member or Representative) who may be designated as officers of the Company, with titles including but not limited to “chief executive officer,” “chief financial officer,” “president,” “vice president,” “treasurer,” “secretary,” “general counsel” and “director,” as and to the extent authorized by the Board. Any number of offices may be held by the same Person. In the Board’s discretion, the Board may choose not to fill any office for any period as it may deem advisable. Officers need not

Board or officers or in any other manner germane to the affairs of the Company;

(C) the Persons who are authorized to execute and deliver any instrument or document of or on behalf of the Company;

(D) the authenticity of any copy of this Agreement and amendments hereto;

(E) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or, solely with respect to the activities of the Company, any Member; and

(F) the authority of the Board, any officer, any employee or agent of the Company, or the Tax Matters Member.

Section 5.09. Strategic Plans. The initial strategic plan of the Company is attached hereto as Exhibit B. Each fiscal year, the officers of the Company shall develop a strategic plan for the Company covering a three-year period. Each successive strategic plan and any material amendment to any strategic plan (including any material amendments to the initial strategic plan of the Company) shall be presented to the Board for its consideration. If at any Board meeting any Director designated by HoldCo raises any objection to any such strategic plan or material amendment presented at such meeting and such objection is not resolved at such meeting, each of Comcast and GE will cause their respective chief executive officers to use their respective good faith efforts during the five Business Days following such meeting to resolve such objection after such meeting; provided, however, that any approval of such strategic plan or material amendment by a majority of the Whole Board after such five Business Day period shall be sufficient approval with respect thereto.

Section 5.10. Controlled Company. The Members agree and acknowledge that, following an IPO, by virtue of this Agreement, they will be acting as a “group” for the purpose of the Company qualifying for the exemptions relating to controlled companies under the listing standards of any national securities exchange (including NASDAQ) on which the Company is listed. If Comcast, together with its Affiliates, owns less than 50.1% of the outstanding common equity of the Company, but Comcast, GE and their respective Affiliates own more than 50% of the outstanding common equity of the Company on an aggregate basis, Comcast, GE and the Members will take whatever action may be reasonably necessary to ensure that the Company is eligible for such exemptions; provided that such actions shall not require GE or any of its Affiliates to incur any costs or expenses (other than costs or expenses in connection with any filings required under applicable Law or similar action) or to acquire additional equity of

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the Company; and provided, further, that in the event that GE’s Percentage Interest is less than 10% (calculated in accordance with Section 4.10(d)), this Section 5.10 shall not be applicable to GE or its Affiliates or HoldCo.

ARTICLE 6

DUTIES, EXCULPATION AND INDEMNIFICATION

Section 6.01. Duties, Exculpation and Indemnification. (a) Notwithstanding any duty otherwise existing at Law or in equity, to the fullest extent permitted by Law and except as expressly contemplated by this Agreement, no Member or Affiliate of any Member shall have any duty (including any fiduciary duty) otherwise applicable at Law or in equity to the Company or to any other Person with respect to or in connection with the Company or the Company’s business or affairs. Except to the extent that a particular provision in this Agreement (including, without limitation, (i) the third and fourth sentences of Section 5.04(f), (ii) Section 6.02 and (iii) Section 9.08) establishes a different standard, process, right or duty, the Directors and each Company officer shall owe such fiduciary duties to the Company and the Members as shall exist from time to time under the Laws of the State of Delaware with respect to directors or officers, as applicable, of Delaware corporations.

(b) To the fullest extent permitted by Law, no Person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was a member, shareholder, partner, director, manager or executive officer of the Company or any of its Subsidiaries (collectively, “Covered Persons”) shall be liable to the Company or its Subsidiaries or to any other Person that is a party hereto or is otherwise bound hereby for any act or failure to act with respect to or in connection with the Company or the Company’s business or affairs, except in the case of bad faith or willful misconduct. The Company shall also have the power to exculpate to the same extent set forth in this Section 6.01(b) employees of the Company or its Subsidiaries who are not Covered Persons and agents of the Company or its Subsidiaries.

(c) Except in the case of bad faith or willful misconduct, each Person (and the heirs, executors or administrators of such Person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was a Covered Person, in each case acting in their capacities as such, and such action, suit or proceeding relates to an act or omission of such Covered Person acting in its capacity as such, shall be indemnified and held harmless by the Company to the fullest extent permitted by the Laws of the State of Delaware (including indemnification for acts or omissions constituting negligence, gross negligence or breach of duty);

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provided that the foregoing indemnification shall not be available to a Member in the case of an action, suit or proceeding brought by a Member or any other party to this Agreement against such Member. The right to indemnification conferred in this Section 6.01(c) shall also include the right to be paid by the Company the expenses incurred in connection with any such action, suit or proceeding in advance of its final disposition to the fullest extent authorized by the Laws of the State of Delaware; provided that the payment of such expenses in advance of the final disposition of an action, suit or proceeding shall be made only upon delivery to the Company of an undertaking by or on behalf of the applicable Covered Person to repay all amounts so paid in advance if it shall ultimately be determined that such Covered Person is not entitled to be indemnified under this Section 6.01(c) or otherwise. The rights to indemnification and advancement conferred in this Section 6.01(c) constitute contract rights. Notwithstanding the foregoing provisions of this Section 6.01, the Company shall indemnify a Covered Person in connection with a proceeding (or part thereof) initiated by such Covered Person only if such proceeding (or part thereof) was authorized by the Board; provided, however, that a Covered Person shall be entitled to reimbursement of his or her reasonable counsel fees with respect to a proceeding (or part thereof) initiated by such Covered Person to enforce his or her right to indemnity or advancement of expenses under the provisions of this Section 6.01 to the extent that the Covered Person is successful on the merits in such proceeding (or part thereof). The Company shall also have the power to indemnify and hold harmless to the same extent set forth in this Section 6.01(c) employees of the Company or its Subsidiaries who are not Covered Persons and agents of the Company or its Subsidiaries.

(d) The Company may, by action of the Board, provide indemnification to such officers, employees and agents of the Company or other Persons who are or were serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise to such extent and to such effect as the Board shall determine to be appropriate.

(e) The Company shall have the power to purchase and maintain insurance on behalf of any Person who is or was a Covered Person or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such Person in any such capacity or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the Laws of the State of Delaware.

(f) Notwithstanding any provision of this Agreement to the contrary, the provisions of this Section 6.01 shall survive the termination, voluntary or involuntary, of the status of a Member as such, the termination, voluntary or involuntary, of the status of any Covered Person or other Person as to whom the

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provisions of this Section 6.01 apply as such and the termination of this Agreement or dissolution of the Company.

(g) The provisions of this Section 6.01 shall be applicable to any action, suit or proceeding commenced after the date of this Agreement against any Covered Person arising from any act or omission of such Covered Person acting in its capacity as such, whether occurring before or after the date of this Agreement. No amendment to or repeal of this Section 6.01, or, to the fullest extent permitted by Law, any amendment of Law, shall have any effect on the rights provided under this Section 6.01 with respect to any act or omission occurring prior to such amendment or repeal.

(h) The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred by this Section 6.01 on the Board shall not be exclusive of any other rights to which any Person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Company or others, with respect to claims, issues or matters in relation to which the Company would not have the power to indemnify such Person under the provisions of this Section 6.01. Such rights shall not prevent or restrict the power of the Company to make or provide for any further indemnity, or provisions for determining entitlement to indemnity, pursuant to one or more indemnification agreements or other arrangements (including creation of trust funds or security interests funded by letters of credit or other means) approved by the Board (whether or not any of the Members, Directors or Company officers shall be a party to or beneficiary of any such agreements or arrangements); provided, however, that any provision of such agreements or other arrangements shall not be effective if and to the extent that it is determined to be contrary to this Section 6.01 or applicable Law.

(i) Nothing contained in this Section 6.01 is intended to relieve any Member or any other Person from any liability or other obligation of such Person pursuant to the Master Agreement or any other Transaction Agreement or to in any way impair the enforceability of any provision of such agreements against any party thereto.

(j) Any indemnity under this Section 6.01 shall be provided solely out of, and only to the extent of, the Company’s assets, and no Member or Affiliate of any Member shall be required directly to indemnify any Covered Person pursuant to this Section 6.01. None of the provisions of this Section 6.01 shall be deemed to create any rights in favor of any Person other than Covered Persons and any other Person to whom the provisions of this Section 6.01 expressly apply.

Section 6.02. Other Activities; Business Opportunities. (a) Notwithstanding any duty otherwise existing at Law or in equity, to the fullest extent permitted by Law, and subject only to Sections 10.02, 10.03 and 10.06, no

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Member, Affiliate of any Member (other than any Affiliate that is a natural person), Director or Company officer who is also an employee of a Member or an Affiliate of a Member (in each case only when acting on behalf of such Member or such Member’s Affiliate in connection with such Member’s or such Member’s Affiliate’s own business and operations) shall have any obligation to refrain from, directly or indirectly, (i) engaging in the same or similar activities or lines of business as the Company or developing or marketing any products or services that compete, directly or indirectly, with those of the Company, (ii) investing or owning any interest, publicly or privately, in, developing a business relationship with, or serving as an employee, officer, director, consultant or agent of, any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company or (iii) doing business with (directly or as an employee, officer, director, consultant or agent of a Person who does business with) the Company or any Person who conducts business with the Company; and neither the Company nor any Member (or Affiliate of any Member (other than any Affiliate that is a natural person)) shall have any right in or to, or to be offered any opportunity to participate or invest in, any business or venture engaged or to be engaged in by any other Member, Affiliate of any other Member, officer of the Company who is also an employee of any other Member (or an Affiliate of any other Member) or Director or shall have any right in or to any income or profits derived therefrom. It is understood and agreed by the Members, GE and Comcast that each Person referred to in this Section 6.02(a) shall be permitted to undertake any and all actions of the type referred to in this Section 6.02(a) without limitation (in each case acting on behalf of the applicable Member or Affiliate of a Member in connection with such Member’s or such Member’s Affiliate’s own business and operations) and that the taking of any such actions shall not violate any legal obligation or duty (including any fiduciary duty) to any Member, Comcast, GE or other Person under or in connection with this Agreement or the Company, subject only to the provisions of Sections 10.02, 10.3  and 10.06.

(b) Notwithstanding any duty otherwise existing at Law or in equity, to the fullest extent permitted by Law, and subject only to Section 10.03, if a Member, any Director designated by a Member, any Affiliate of such Member (other than any Affiliate that is a natural person) or any officer of the Company who is also an employee of such Member (or any of such Member’s Affiliates) acquires knowledge of a potential transaction or matter which may be a business opportunity for both such Member or an Affiliate of such Member, on the one hand, and the Company or another Member or another Member’s Affiliate (other than any Affiliate that is a natural person), on the other hand, no such Member, Director, Affiliate or officer shall have a duty to communicate or offer such business opportunity to the Company or such other Member or such other Member’s Affiliate, and no such Person shall be liable to the Company, the other Members and their Affiliates in respect of any such matter (including for any

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to take such actions as may be necessary to receive and maintain such treatment and refrain from taking any actions inconsistent therewith. Notwithstanding the foregoing, the Members intend that the Company shall not be a partnership (including, without limitation, a limited partnership) or joint venture and that no Member or the Company shall be a partner or joint venturer of any other Member or the Company for any purposes other than federal and, if applicable, state and local income tax purposes, and this Agreement shall not be construed to the contrary, and no Member shall be liable for the debts, liabilities or obligations of the Company or any other Member.

ARTICLE 8

ALLOCATIONS AND DISTRIBUTIONS

Section 8.01.  Allocations.

(a) Membership Percentages of the Members. The Membership Percentage of each Member shall be indicated on Schedule 4.01, as amended from time to time.

(b) Allocation of Profit and Loss. Except as otherwise provided in this Section 8.01, or required pursuant to Treasury Regulations Section 1.704- 1(b)(1)(i), Profit and Loss of the Company for each Tax Year of the Company shall be allocated among the Members in accordance with their respective Membership Percentages, as such Membership Percentages may be in effect from time to time.

(c)  Special Allocations.  Notwithstanding anything contained herein to the contrary:

(i) If a Member would at any time receive, but for this Section 8.01(c)(i), an allocation of deduction, loss, or expenditure that would cause or increase a deficit balance in such Member’s Capital Account in excess of any amount of such deficit balance that the Member is obligated to restore or deemed obligated to restore (as determined in accordance with Treasury Regulations Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i)(5)), then the portion of such allocation that would cause or increase such deficit Capital Account balance will be specially allocated to the other Members, if any, with positive Capital Account balances in proportion to such balances. The loss limitation under this Section 8.01(c)(i) is intended to comply with Treasury Regulations Section 1.704- 1(b)(2)(ii)(d), including the reductions described in subparagraphs (4), (5) and (6) therein.

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having been distributed to the Member to which (or to whose Affiliate) such fees, interest or other amounts were paid.

(d) Tax Allocations. (i) Except as set forth in Sections 8.01(d)(ii) and (iii), for each Tax Year, items of taxable income, deduction, gain, loss or credit shall be allocated for income tax purposes among the Members in the same manner as their corresponding book items were allocated pursuant to Sections 8.01(b), 8.01(c), and 12.05 for such Tax Year.

(ii) In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any asset contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such asset to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value) using the “traditional method” described in Treasury Regulations Section 1.704-3(b).

(iii) In the event the Gross Asset Value of any asset of the Company is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value as provided under Section 704(c) of the Code and the Treasury Regulations promulgated thereunder using such method determined by the Tax Matters Member in its reasonable discretion.

(iv) Allocations pursuant to Sections 8.01(d)(ii) and (iii) are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profit, Loss, other items, or distributions pursuant to any provision of this Agreement.

Section 8.02.  Distributions.

(a)  Distributions; Withholding.

(i) The Company shall distribute to the Members with respect to each calendar quarter of each Tax Year, on a pro rata basis in accordance with their Membership Percentages, an amount of cash equal to the Estimated Tax Distribution Amount. Each pro rata distribution of the Estimated Tax Distribution Amount shall be made to the Members in immediately available funds no later than three Business Days immediately preceding the date of HoldCo’s corresponding payment obligation under Section 8 of the Tax Matters Agreement. If the Annual

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expected to result in a material adverse effect on Comcast and its Subsidiaries, taken as a whole, or the Company and its Subsidiaries, taken as a whole, pursuant to a spin-off to its shareholders by Comcast of an entity that holds all of the Membership Interests then owned by Comcast and its Affiliates. In the event of a spin-off as contemplated by Section 9.01(b)(iv), notwithstanding any provision of this Agreement to the contrary, (i) the spun-off entity (“SpinCo”) shall immediately prior to such spin-off be assigned all of Comcast’s rights, and shall assume all of Comcast’s obligations, under this Agreement and (ii) subject to Section 18-704(c) of the Act, from and after the time of such assignment, Comcast shall have no rights, and shall have no obligations under, this Agreement; provided that from and after the time of the assignment to, and assumption by, SpinCo of Comcast’s rights and obligations under this Agreement, either Comcast guarantees SpinCo’s obligations under Section 9.02(d) or SpinCo otherwise obtains credit or other support (in a form, and from a Person, satisfactory to GE in GE’s reasonable discretion), or is capitalized, such that SpinCo’s ability to comply with its obligations under Section 9.02(d), as compared to Comcast’s ability to comply with such obligations prior to the spin- off, is not impaired by virtue of the spin-off (it being understood that, among other things, the full funding of SpinCo’s obligation into an escrow account satisfactory to GE in GE’s reasonable discretion or obtaining a letter of credit (in a form, and from a Person, satisfactory to GE in GE’s reasonable discretion) with respect to the full amount of such obligation would satisfy the obligations set forth in this proviso).

(c) Notwithstanding anything to the contrary herein, HoldCo shall impose appropriate restrictions on the issuance of HoldCo securities, and on the transfer of HoldCo securities by GE, any Subsidiary of GE or any other holder thereof, as necessary to avoid the requirement for HoldCo to register as an “investment company” under the Investment Company Act of 1940, as amended, without reference to Rule 3a-2 promulgated thereunder. For the avoidance of doubt, as used in this Section 9.01(c), “HoldCo securities” shall include equity securities and debt securities of HoldCo.

(d) Notwithstanding anything to the contrary herein, prior to an IPO, no Member shall be permitted to Transfer, or permit the Transfer of, any Membership Interests or HoldCo Shares in a sale pursuant to Rule 144 under the Exchange Act.

Section 9.02. GE/HoldCo Redemption Rights. (a) HoldCo shall have the right (the “First HoldCo Redemption Right”), exercisable upon written notice to Comcast and the Company during the six-month period commencing on the three and one half year anniversary of the Closing Date, to require the Company to purchase securities representing 50% of GE’s Percentage Interest (as of immediately after the Closing), for a purchase price equal to the Redemption Purchase Price determined as of the date of receipt of the applicable written

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Chief Financial Officer of GE shall deliver its certificate with respect to the matters described in clauses (1), (2) and (4) of the immediately preceding sentence together with the Exercise Notice for the First HoldCo Redemption Right and its certificate with respect to the matters described in clause (3) of the immediately preceding sentence as promptly as practicable after determination of the Redemption Purchase Price.

(b) HoldCo shall have the right (the “Second HoldCo Redemption Right” and together with the First HoldCo Redemption Right, the “HoldCo Redemption Rights”), exercisable upon written notice to Comcast and the Company during the six-month period commencing on the seven year anniversary of the Closing Date, to require the Company to purchase securities representing the remainder of GE’s Percentage Interest at such time, for a purchase price equal to the Redemption Purchase Price determined as of the date of receipt of the applicable written election by Comcast and the Company, payable in cash; provided that, subject to Section 9.08, at the election of GE, the Second HoldCo Redemption Right may be effected by a sale of HoldCo Shares to the Company instead of a repurchase of Membership Interest by the Company, or any combination of the foregoing; and provided, further, that, subject to Section 9.08, if GE or a Subsidiary has previously sold HoldCo Shares in connection with the First HoldCo Redemption Right, the Second Comcast Purchase Right or an IPO Purchase Right, the Second HoldCo Redemption Right may be effected only by a sale of HoldCo Shares.

(c) Notwithstanding anything to the contrary set forth in this Section 9.02, the Company shall not be required to satisfy a HoldCo Redemption Right to the extent that, after giving effect to any borrowing by the Company required to satisfy such HoldCo Redemption Right (assuming that all Available Cash is applied to the satisfaction of such HoldCo Redemption Right prior to any borrowing), (i) the Company is advised in writing by the credit rating advisory services of Standard & Poor’s Ratings Services or ▇▇▇▇▇’▇ Investors Service, Inc. that the Company would have a credit rating that is not an Investment Grade Credit Rating or (ii) the Board determines in good faith that the Company would reasonably be expected to have a ratio of consolidated Debt (as of the reasonably anticipated date of closing of such HoldCo Redemption Right) to consolidated EBITDA (for the most recent twelve month period for which consolidated EBITDA has been determined at the time of the closing of such HoldCo Redemption Right) in excess of 2.75. For the avoidance of doubt, the Company shall be required to satisfy the applicable HoldCo Redemption Right to the fullest extent possible without violating the restrictions set forth in clauses (i) and (ii) of the immediately preceding sentence. In satisfying the applicable HoldCo Redemption Right, the Company must use all Available Cash. In connection with any determination of a credit rating advisory service set forth above in clause (i), GE shall be given prompt notification of, and a reasonable opportunity to participate in, all discussions with the credit rating advisory service. In

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Days of their delivery provide written notice to Comcast of such disagreement. If Comcast and GE are unable to resolve such disagreement within five Business Days of the delivery of such notice, GE may within five Business Days of the expiration of such period by written notice to Comcast elect to cause the dispute to be resolved by a mutually agreeable arbitrator (who shall be an independent third party with relevant expertise) pursuant to an arbitration process not to exceed 10 Business Days and conducted in New York, New York under the Commercial Arbitration Rules of the American Arbitration Association in effect at the time of the arbitration, except as they may be modified herein or by agreement of the parties. If an arbitration is necessary and Comcast and GE do not mutually select and appoint an arbitrator within five Business Days following delivery of the notice pursuant to the preceding sentence, an arbitrator shall be selected and appointed in the manner set forth in the final two sentences of Section 10.02(f). All fees and disbursements of the arbitrator shall be paid by Comcast. In the event the arbitrator determines that the delivery of Qualifying Securities was deficient, Comcast shall promptly pay the amount of such deficiency to HoldCo or GE, as applicable, in cash, by wire transfer of immediately available funds, plus interest from the date of closing of the applicable HoldCo Redemption Right until the date on which such payment is made at a rate equal to LIBOR (as in effect on the date of the commencement of such interest period).

(f)  Notwithstanding anything to the contrary in this Agreement, if (i) Comcast elects to deliver Qualifying Securities in satisfaction of all or any portion of its obligations pursuant to Section 9.02(d) and (ii) pursuant to Section 9.04(c)(i), the closing of the relevant HoldCo Redemption Right would occur during a Comcast Blackout Period, then Comcast may elect to delay such closing until after such Comcast Blackout Period; provided that if Comcast so delays such closing, the Redemption Purchase Price payable in connection with such HoldCo Redemption Right shall accrue interest from the latest date on which the closing of such HoldCo Redemption Right would otherwise have taken place pursuant to Section 9.04(c)(i) until the date on which such closing takes place at a rate equal to LIBOR (as in effect on the date of the commencement of such interest period).

(g) Prior to delivering any Qualifying Securities, (i) Comcast shall file a shelf registration statement registering the offer and sale of such shares by GE or HoldCo that will permit GE or HoldCo to effect the immediate sale thereof without volume limitations or any similar limitations (subject to the suspension periods set forth in Exhibit D, with references to the Company being understood to mean Comcast) and (ii) such shelf registration statement shall have been declared effective. Comcast will keep such registration statement effective and will comply with the registration procedures in Section 5 of Exhibit D hereto (as though such procedures were applicable to it, with references to the Company being understood to mean Comcast) to permit GE or HoldCo to effect offers and sales of Qualifying Securities under such registration statement at any time

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Section 9.09. HoldCo Tag-Along Right. (a) Prior to entering into a definitive agreement providing for the proposed Transfer (by merger, consolidation, sale or otherwise) of all (but not less than all) of the Membership Interests owned by the Comcast Members to a Third Party Acquirer (a “Tag- Along Sale”), Comcast shall deliver a notice (a “Tag-Along Notice”) to HoldCo indicating the proposed purchase price and in reasonable detail the other material terms and conditions of the proposed Transfer, including the identity of the proposed Third Party Acquirer, and in the case of a proposed Transfer in which the consideration payable consists in part or in whole of consideration other than cash, such information relating to such consideration as HoldCo may reasonably request as being necessary to evaluate such non-cash consideration.

(b) Subject to Section 9.09(c), HoldCo may, in its sole discretion, elect to sell or cause to be sold in the proposed Transfer securities representing all (but not less than all) of GE’s Percentage Interest on the terms and conditions specified in the Tag-Along Notice; provided that if at such time GE has sold any HoldCo Shares to the Company or Comcast pursuant to a HoldCo Redemption Right or Comcast Purchase Right, GE may only sell or cause to be sold HoldCo Shares in such transaction (the “Tag-Along Right”).

(c) HoldCo may exercise its Tag-Along Right by delivering an irrevocable written notice of its election to do so (the “Tag-Along Acceptance Notice”) to Comcast within 20 calendar days after the delivery of the Tag-Along Notice. Upon the consummation of any Transfer pursuant to this Section 9.09, each of the sellers participating therein will receive the same form and amount of consideration for its securities and shall be subject to the same terms and conditions of Transfer (except as otherwise provided in the HoldCo Agreement); provided that if HoldCo is selling or causing to be sold HoldCo Shares (whether pursuant to the proviso set forth in Section 9.09(b) or at its election) (x) the aggregate consideration payable to HoldCo and its Affiliates in such Transfer shall equal a portion of the aggregate consideration payable to all of the sellers in such Transfer calculated by dividing GE’s Percentage Interest by the aggregate Percentage Interests being sold in such Transfer and (y) the aggregate consideration payable to the Comcast Members in such Transfer shall equal a portion of the aggregate consideration payable to all of the sellers in such Transfer calculated by dividing the Comcast Members’ aggregate Percentage Interests by the aggregate Percentage Interests being sold in such Transfer. Notwithstanding anything to the contrary contained herein, if the aggregate consideration payable to all of the sellers in the Tag-Along Sale exceeds the product of (x) the Percentage Interests represented by the securities to be sold in the Tag-Along Sale and (y) [$28.15 billion]3, (A) the aggregate consideration payable to HoldCo and

 

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3 This amount will be increased by the purchase price for any Relevant Transactions (as defined in the Master Agreement) contributed at Closing, if any.

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its Affiliates in the Tag-Along Sale shall be reduced by GE’s Percentage Interest of 50% of such excess amount and (B) the aggregate consideration payable to Comcast and its Affiliates in the Tag-Along Sale shall be increased by the amount specified in clause (A).

(d) If HoldCo does not elect to exercise its Tag-Along Right by delivering a Tag-Along Acceptance Notice within the time period set forth in Section 9.09(c), then Comcast may Transfer or cause to be Transferred all (but not less than all) of the Membership Interests then held by Comcast and its Affiliates at the price proposed in the Tag-Along Notice and on other terms and conditions that are no more favorable (other than in an immaterial respect) to Comcast and its Affiliates than the terms and conditions specified in the Tag- Along Notice at any time during the period ending 180 calendar days after the expiration of the aforementioned time period; provided that such period shall be extended to the extent that such Transfer has not occurred by virtue of the failure to obtain all Governmental Approvals required with respect to such Transfer but in no event will such period be extended for more than an additional 180 days. If, however, Comcast fails to complete or cause to be completed the proposed Transfer to the Third Party Acquirer within such time periods, then any proposed Transfer pursuant to this Section 9.09 shall again become subject to HoldCo’s Tag-Along Right.

(e) If HoldCo elects to exercise its Tag-Along Right in connection with a Transfer by the Comcast Members pursuant to this Section 9.09, then concurrently with the consummation of such Transfer Comcast shall give notice thereof to HoldCo, shall remit to HoldCo the total consideration (the cash portion of which is to be paid by wire transfer in accordance with GE’s wire transfer instructions) for the securities of HoldCo and its Affiliates Transferred pursuant to such Transfer and shall furnish such other evidence of the completion and time of completion of such Transfer and the terms thereof as may be reasonably requested by HoldCo.

(f) Notwithstanding anything contained in this Section 9.09, there shall be no liability on the part of Comcast to HoldCo or any other Person if a Transfer by the Comcast Members pursuant to this Section 9.09 is not consummated for whatever reason, regardless of whether HoldCo has delivered a Tag-Along Notice. Whether to effect a Transfer pursuant to this Section 9.09 is in the sole and absolute discretion of Comcast.

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(b) “Confidential Information” means any information concerning the Company or any Persons that are or become its Subsidiaries or the financial condition, business, operations or prospects of the Company or any such Subsidiaries in the possession of or furnished to any Member (including by virtue of its present or former right to designate a Director); provided that the term “Confidential Information” does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by a Member or its directors, officers, employees, shareholders, members, partners, agents, counsel, investment advisers or other representatives (all such persons being collectively referred to as “Representatives”) in violation of this Agreement or any of the other Transaction Agreements, (ii) was available to such Member on a non-confidential basis prior to its disclosure to such Member or its Representatives by the Company or (iii) becomes available to such Member on a non-confidential basis from a source other than the Company after the disclosure of such information to such Member or its Representatives by the Company, which source is (at the time of receipt of the relevant information) not, to such Member’s knowledge, bound by a confidentiality agreement with (or other confidentiality obligation to) the Company or another Person; provided that, notwithstanding anything to the contrary contained herein, “Confidential Information” in the possession of Comcast, GE or any of their respective Subsidiaries prior to the date of this Agreement shall not by virtue of the foregoing exceptions in clauses (ii) or (iii) not be deemed Confidential Information and Comcast and GE shall be obligated to keep or to cause to be kept such information confidential in accordance with the provisions of this Section 10.01 as fully as if they did not have access to such information prior to the date of this Agreement but only received it after the date of this Agreement.

Section 10.02. Related Party Transactions. (a) For so long as GE directly or indirectly owns any Membership Interests, neither the Company nor any of its Subsidiaries shall enter into any Related Party Transaction unless such transaction is on terms that are no less favorable to the Company or such Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person (“Arm’s Length Terms”).

(b) For so long as GE directly or indirectly owns any Membership Interests, prior to the Company or a Company Subsidiary entering into a proposed Related Party Transaction involving annual payments or annual incurrence of obligations by the Company or such Subsidiary in excess of $7.5 million, the Company shall provide GE with a written notice (an “RPT Notice”) containing a summary of the material terms of such proposed transaction and shall provide GE a reasonable opportunity to consult with representatives of the Company and Comcast (including those senior employees of the Company and Comcast or their Subsidiaries involved in the negotiation of such transaction) concerning such proposed transaction. Notwithstanding that an RPT Notice is not required with

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

	COMCAST CORPORATION
	By:
		Name:
		Title:

 

	[INITIAL COMCAST MEMBER 1]
	By:
		Name:
		Title:

 

	[INITIAL COMCAST MEMBER 2]
	By:
		Name:
		Title:

 

	[INITIAL COMCAST MEMBER 3]
	By:
		Name:
		Title:

 

	GENERAL ELECTRIC COMPANY
	By:
		Name:
		Title:

 

	NAVY HOLDINGS, INC.
	By:
		Name:
		Title:

 

 

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