Comcast 2010 Annual Report Download - page 272

Comcast’s rights, and shall assume all of Comcast’s obligations, under this Agreement and (ii) subject to Section 18-704(c) of the Act, from and
after the time of such assignment, Comcast shall have no rights, and shall have no obligations under, this Agreement; provided that from and
after the time of the assignment to, and assumption by, SpinCo of Comcast’s rights and obligations under this Agreement, either Comcast
guarantees SpinCo’s obligations under Section 9.02(d) or SpinCo otherwise obtains credit or other support (in a form, and from a Person,
satisfactory to GE in GE’s reasonable discretion), or is capitalized, such that SpinCo’s ability to comply with its obligations under Section 9.02
(d), as compared to Comcast’s ability to comply with such obligations prior to the spin-off, is not impaired by virtue of the spin-off (it being
understood that, among other things, the full funding of SpinCo’s obligation into an escrow account satisfactory to GE in GE’s reasonable
discretion or obtaining a letter of credit (in a form, and from a Person, satisfactory to GE in GE’s reasonable discretion) with respect to the full
amount of such obligation would satisfy the obligations set forth in this proviso).
(c) Notwithstanding anything to the contrary herein, HoldCo shall impose appropriate restrictions on the issuance of HoldCo securities,
and on the transfer of HoldCo securities by GE, any Subsidiary of GE or any other holder thereof, as necessary to avoid the requirement for
HoldCo to register as an “investment company” under the Investment Company Act of 1940, as amended, without reference to Rule 3a-2
promulgated thereunder. For the avoidance of doubt, as used in this Section 9.01(c), “HoldCo securities” shall include equity securities and debt
securities of HoldCo.
(d) Notwithstanding anything to the contrary herein, prior to an IPO, no Member shall be permitted to Transfer, or permit the Transfer of,
any Units or HoldCo Shares in a sale pursuant to Rule 144 under the Exchange Act.
Section 9.02. GE/HoldCo Redemption Rights . (a) HoldCo shall have the right (the “ First HoldCo Redemption Right ”), exercisable
upon written notice to Comcast and the Company during the six-month period commencing on the three and one half year anniversary of the
Closing Date, to require the Company to purchase securities representing 50% of GE’s Percentage Interest (as of immediately after the Closing),
for a purchase price equal to the Redemption Purchase Price determined as of the date of receipt of the applicable written election by Comcast
and the Company, payable in cash; provided that, subject to the immediately succeeding sentence, at the election of GE, the First HoldCo
Redemption Right may be effected by a sale of HoldCo Shares to the Company instead of a repurchase of Units by the Company, or any
combination of the foregoing; and provided , further , that, subject to the immediately succeeding sentence, if GE or a Subsidiary has previously
sold HoldCo Shares in connection with an IPO Purchase Right, the First HoldCo Redemption Right may be effected only by a sale of HoldCo
Shares. Notwithstanding the immediately preceding sentence, Comcast may require that the First HoldCo Redemption Right be
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