Comcast 2010 Annual Report Download - page 274

the remainder of GE’s Percentage Interest at such time, 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 Section 9.08, at the election of
GE, the Second 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 Section 9.08, if GE or a Subsidiary has previously sold
HoldCo Shares in connection with the First HoldCo Redemption Right, the Second Comcast Purchase Right or an IPO Purchase Right, the
Second HoldCo Redemption Right may be effected only by a sale of HoldCo Shares.
(c) Notwithstanding anything to the contrary set forth in this Section 9.02, the Company shall not be required to satisfy a HoldCo
Redemption Right to the extent that, after giving effect to any borrowing by the Company required to satisfy such HoldCo Redemption Right
(assuming that all Available Cash is applied to the satisfaction of such HoldCo Redemption Right prior to any borrowing), (i) the Company is
advised in writing by the credit rating advisory services of Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc. that the
Company would have a credit rating that is not an Investment Grade Credit Rating or (ii) the Board determines in good faith that the Company
would reasonably be expected to have a ratio of consolidated Debt (as of the reasonably anticipated date of closing of such HoldCo Redemption
Right) to consolidated EBITDA (for the most recent twelve month period for which consolidated EBITDA has been determined at the time of
the closing of such HoldCo Redemption Right) in excess of 2.75. For the avoidance of doubt, the Company shall be required to satisfy the
applicable HoldCo Redemption Right to the fullest extent possible without violating the restrictions set forth in clauses (i) and (ii) of the
immediately preceding sentence. In satisfying the applicable HoldCo Redemption Right, the Company must use all Available Cash. In
connection with any determination of a credit rating advisory service set forth above in clause (i), GE shall be given prompt notification of, and a
reasonable opportunity to participate in, all discussions with the credit rating advisory service. In connection with any Board determination set
forth above in clause (ii), the Company shall give GE prompt notice of such determination and its basis therefor and at the same time a copy of
all materials used by the Board in reaching such determination.
(d) If pursuant to Section 9.02(c) the Company is not required to satisfy all of a HoldCo Redemption Right, Comcast shall purchase the
securities constituting such unsatisfied portion that the Company would be obligated to purchase but for Section 9.02(c) for a purchase price
equal to the Redemption Purchase Price with respect to such unsatisfied portion determined as of the date of receipt of the applicable written
election by Comcast and the Company, payable at the election of Comcast in cash or Qualifying Securities or any
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