Comcast 2010 Annual Report Download - page 179

NBCU shall pay to GE the fair value of the capital stock of the Subsidiary of GE identified on Section 2.08(d) of the NBCU Disclosure Letter (it
being understood that all of such capital stock shall be included in the Contributed NBCU Assets);
(b) second, (i) Navy Holdco 1 shall, and GE shall cause Navy Holdco 1 to, contribute to Navy Holdco 2 all of the outstanding NBCU
Shares, free and clear of all Liens and (ii) GE and NBCU shall, and shall cause their respective applicable Subsidiaries to, enter into the ISDA
Novation Agreements, which shall be deemed effective at the effective time of this Section 2.08(b);
(c) third, (i) Comcast Navy Acquisition, LLC and Navy Holdco 2 shall, and Navy Holdco 2 shall cause the Newco Interest Holders to,
enter into the Escrow Agreement, (ii) Comcast Navy Acquisition, LLC shall, or shall cause an Affiliate on behalf of Comcast Navy Acquisition,
LLC to, deposit funds in an amount equal to the Comcast/NBCU Purchase Price (calculated for this purpose based on the estimated amounts
provided pursuant to Section 2.06(b)) into escrow pursuant to the terms of the Escrow Agreement, (iii) if Estimated Combined EBITDA is less
than the Target Combined EBITDA, then Comcast Navy Acquisition, LLC shall, or shall cause an Affiliate on behalf of Comcast Navy
Acquisition, LLC to, deposit funds in an amount equal to 3.5 times the lesser of (x) the amount of the shortfall, if such shortfall exists, of
Estimated Comcast EBITDA as compared to Target Comcast EBITDA, or (y) the amount of the shortfall of Estimated Combined EBITDA as
compared to Target Combined EBITDA into escrow pursuant to the terms of the Escrow Agreement (any such amount to be deposited into
escrow pursuant to this clause (iii), the “ Shortfall Amount ”) and (iv) Comcast Navy Acquisition, LLC shall, or shall cause an Affiliate on
behalf of Comcast Navy Acquisition, LLC to, deposit funds in an amount equal to the amount of the 2008 Contributed Comcast Businesses
EBITDA Adjustment, if any, into escrow pursuant to the terms of the Escrow Agreement;
(d) fourth, NBCU shall, and GE shall cause NBCU to, complete the NBCU Conversion in accordance with Section 2.07;
(e) fifth, NBCU shall distribute its interests in the Holding Companies and New A&E to Navy Holdco 2;
(f) sixth, Navy Holdco 2 and the Newco Interest Holders shall contribute the equity interests of NBCU and the New LLCs to Newco, free
and clear of all Liens, in exchange for Newco Membership Interests;
(g) seventh, Newco shall contribute the equity interests of the New LLCs to NBCU;
(h) eighth, the parties hereto shall, and shall cause their respective applicable Subsidiaries to, deliver duly executed counterparts to the
other Transaction Agreements referenced in Section 6.12;
(i) ninth, Comcast shall, and shall cause the other Comcast Transferors to, contribute or transfer, as applicable, the Contributed Comcast
Assets to Newco or, at the direction of
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