Comcast 2010 Annual Report Download - page 188

“ ISDA Novation Agreements ” means the (i) the Novation letter executed and delivered by Business News (Europe) Partnership and
acknowledged and agreed to by Royal Bank of Scotland plc and (ii) four Novation Agreements among GE, NBCU, the subsidiaries of NBCU
party thereto and each of (a) Deustche Bank AG, (b) the Royal Bank of Scotland plc, (c) Citibank, N.A. and (d) Barclays Bank plc, each dated as
of the Closing Date, relating to the novation of certain derivatives transactions.
“ New A&E ” shall have the meaning set forth in the Recitals.
“ New LLCs ” means, collectively, NBC-A&E Holding LLC, Universal Television Enterprises LLC, Universal Home Entertainment
Worldwide LLC, Universal Studios Home Entertainment LLC, Working Title Group LLC, Universal Studios Pay Television LLC, Universal
Film Exchanges Holdings II LLC, Universal Pictures Company of Puerto Rico LLC, Universal Studios Licensing LLC, Universal Studios Pay
TV Latin America LLC.
“ Newco Interest Holders ” shall have the meaning set forth in the Recitals.
“ Post Distribution Cash ” means the difference (which may be a positive or negative amount) of (i) all cash received by (including via
wire or ACH transfer) any of the NBCU Entities after the Distribution Cut-Off Time but prior to the close of banking hours on the Closing Date
(other than any cash contributed or otherwise paid to any of the NBCU Entities pursuant to the provisions of this Agreement or any other written
agreement entered into by the parties in connection herewith or received as proceeds of borrowings under any revolving credit facility), minus
(ii) all cash paid by (including via wire or ACH transfer) any of the NBCU Entities after the Distribution Cut-Off Time but prior to the close of
banking hours on the Closing Date (other than cash paid pursuant to the Final NBCU Pre-Closing Distribution or the NBCU Dividend). For
clarity, such cash paid or received by the NBCU Entities shall not include the amounts represented by any funds that are included in the
calculation of “In-Transit GE Cash” or any other cash that the parties have expressly agreed will be retained by any NBCU Entity. For the
avoidance of doubt, “Post Distribution Cash” is intended to include only funds that are included within the definition of “Excluded NBCU
Assets.” Any such amount denominated in a currency other than U.S. dollars shall be converted, for purposes of such calculation, into U.S.
dollars based on the Applicable Exchange Rate.
“ Retained Cash ” means (i) all cash and cash equivalents of NBCU Entities formed specifically for film, theatre or television production,
(ii) all cash contained in each “restricted cash” and “statutory cash” account listed on Section 2.10(c) of the NBCU Disclosure Letter as of
Closing (it being understood that GE shall not permit the amount of cash contained in each such account as of December 31, 2010 to be
decreased prior to Closing other than in the ordinary course of business consistent with past practice) and (iii) all International Working Capital
Cash.
“ USHE ” shall have the meaning set forth in the Recitals.
“ USPTVLA ” shall have the meaning set forth in the Recitals.
(b) The parties hereby agree that the following definitions set forth in Exhibit A to the Agreement are each amended and restated in their
entirety as follows:
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