Comcast 2010 Annual Report Download - page 207

WHEREAS, pursuant to the Master Agreement, the parties thereto agreed that immediately after the contributions referred to above are
made, the Comcast Acquiring Member would purchase from the Initial GE Members a number of Units such that, upon the consummation of
such purchase, the Initial Comcast Members’ aggregate Percentage Interests would equal 51% and GE’s Percentage Interest would equal 49%;
and
WHEREAS, concurrently with the execution and delivery of this Agreement, the Closing contemplated by the Master Agreement has been
consummated.
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
D
EFINITIONS
Section 1.01. Defined Terms . (a) In this Agreement, except where the context otherwise requires:
“ Act ” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. , as amended from time to time.
“ Affiliate ” means, with respect to any specified Person, any other Person that, at the time of determination, directly or indirectly through
one or more intermediaries, controls, is controlled by or is under common control with such specified Person. Unless otherwise specifically
stated, the term “Affiliate” does not include: (x) the Company or any of its Subsidiaries when used with respect to Comcast, GE or HoldCo or
any of their respective Subsidiaries and (y) Comcast, GE or any of their respective Subsidiaries when used with respect to the Company or any
of its Subsidiaries. “ Affiliated ” and “ Affiliation ” shall have correlative meanings.
“ Agreed Adjustments ” shall have the meaning, and be prepared in accordance with the provisions, set forth in Exhibit F.
“ Agreement ” means this Amended and Restated Limited Liability Company Agreement, as it may be amended or otherwise modified
from time to time in accordance with Section 13.02.
“ Annual Tax Distribution Amount ” means, with respect to a Tax Year, an amount equal to the product of (x) the aggregate amount of
net taxable income and gain allocated to the Members pursuant to Section 8.01(d)(i) in respect of such Tax Year, reduced by the amount of any
deductions of Comcast during such Tax Year as a result of any tax basis adjustments pursuant to Section 743(b) of the
2