Comcast 2010 Annual Report Download - page 217

financial results of such entity/entities shall be excluded from the calculation of EBITDA for such period.
If during any post-Closing period (1) the Company or NBCU, as applicable, consolidates the earnings of Station Venture Holdings LLC and/or
Station Venture Operations L.P. and (2) the obligations of the Company, NBCU or any of their respective Subsidiaries (other than Station
Venture Holdings LLC and Station Venture Operations L.P. or any of their respective Subsidiaries) arising under the Credit Agreement, dated
March 2, 1998, between Station Venture Holdings, LLC (as successor to Lin Television of Texas, L.P.) or any related credit support, risk of loss
or similar arrangements are Excluded NBCU Liabilities (as defined in the Master Agreement), the financial results of such entity/entities shall be
excluded from the calculation of EBITDA for such period.
“ Equity Method Threshold ” means GE’s direct or indirect interest in the Company is such that any member of the GE Group is
required, in accordance with GAAP, to account for its investment in the Company under the equity method of accounting as in effect with
respect to the applicable accounting period.
“ Equity Securities ”
means (i) any capital stock, partnership interests, limited liability company interests, units or any other type of equity
interest, or other indicia of equity ownership (including profits interests, other than customary profit participations granted in the media business)
(collectively, “ Interests ”), (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Interests
(including any option to purchase such convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any
security described in clause (i) or clause (ii), (iv) any such warrant or right or (v) any security issued in exchange for, upon conversion of or with
respect to any of the foregoing securities.
“ Estimated Tax Distribution Amount ” means, with respect to a calendar quarter, an amount equal to one quarter of the product of
(x) the aggregate amount of net taxable income and gain estimated by the Tax Matters Member to be allocated to the Members pursuant to
Section 8.01(d)(i) in respect of such calendar 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 Code attributable to the transaction set forth in Section 2.04 of the Master Agreement or
any transaction described in Section 9.02, 9.03, 9.04, 9.06(c) or 9.08, and (y) the Applicable Tax Rate. For the avoidance of doubt, the Estimated
Tax Distribution amount shall be calculated without regard to any allocations pursuant to Sections 8.01(d)(ii) and 8.01(d)(iii) in connection with
the disposition of an asset.
“ Excess Amount ” means an amount (not less than zero) equal to (i) 120% of Public Market Value less (ii) $28,416,933,568.00.
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