Comcast 2010 Annual Report Download - page 198

(i) “ Factoring ” means the factoring, sale, purchase or similar transaction with respect to any receivable.
(ii) “ Pre-Closing Factored Receivable ” means any receivable of any NBCU Entity that was factored, sold, purchased or
subject to a similar transaction prior to Closing pursuant to any Factoring Agreement.
(iii) “ Pre-Closing Factored Receivable Cash ” means all cash collected by any NBCU Entity in respect of any Pre-Closing
Factored Receivable prior to Closing but subsequent to the Factoring of such receivable, net of any holdback amount. For the
avoidance of doubt, Pre-Closing Factored Receivable Cash excludes Factoring Purchase Payments.
(iv) “ Factoring Purchase Payments ”
means the purchase price and any other amounts paid or payable in connection with the
Factoring of any such receivable under such Factoring Agreement.
(b) NBCU Free Cash Flow shall exclude, and shall be calculated without regard to, any liability owed by any NBCU Entity to GE or
any of its Subsidiaries related to Pre-Closing Factored Receivable Cash and any change in such liability. For the avoidance of doubt,
NBCU Free Cash Flow shall include Factoring Purchase Payments.
(c) (i) GE shall cause NBCU to retain through Closing an aggregate amount of Pre-Closing Factored Receivable Cash equal to $200
million, and such $200 million shall not be included in the Excluded NBCU Assets, and (ii) for the avoidance of doubt, the aggregate
amount of Pre-Closing Factored Receivable Cash that has not been paid by any NBCU Entity to GE or any of its Subsidiaries prior to
Closing in settlement of Pre-Closing Factored Receivables in excess of $200 million (such excess amount, the “ Excess Factoring
Amount ”) shall be treated as an Excluded NBCU Asset.
(d) The certificate required to be delivered by NBCU pursuant to Section 2.06(b) of the Agreement shall also set forth NBCU’s good
faith estimate of the Excess Factoring Amount.
(e) Following Closing, GE, on behalf of the applicable NBCU Entities, shall satisfy in full all obligations of such NBCU Entities to
make any payments to any Person (including any Subsidiary of GE) due February 3, 2011, February 24, 2011 and March 3, 2011 under
any Factoring Agreement and NBCU shall reimburse GE for such payments, without interest, on or prior to March 28, 2011 upon receipt
of reasonable supporting documentation evidencing such payments by GE.
(f) Consistent with Section 6.20(a) of the Agreement, all holdback amounts (as reflected in NBCU’s accounting records), sub-
servicing fees payable to NBCU and attributable to any Pre-Closing Factored Receivables shall be settled following the Closing in a
manner consistent with the allocations of such items to NBCU under past practice; provided , that (i) all such amounts shall be settled in
cash and (ii) any such amounts payable prior to March 28, 2011 shall not be payable until the date on which amounts provided to be
reimbursed to GE pursuant to clause (e) above are so reimbursed.
34. Retained Cash . Notwithstanding anything to the contrary contained in the Agreement, the NBCU Entities shall retain all Retained
Cash through Closing and Retained Cash shall not be included in the NBCU Excluded Assets.
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