Comcast 2010 Annual Report Download - page 176

Exhibit 10.49
EXECUTION VERSION
AMENDMENT NO. 1 TO THE
MASTER AGREEMENT
AMENDMENT NO. 1, dated as of January 28, 2011 (this “ Amendment ”), to that certain Master Agreement, dated as of
December 3, 2009 (the “ Agreement ”), among General Electric Company (“ GE ”), NBC Universal, Inc. (“ NBCU ”), Comcast Corporation (“
Comcast ”) and Navy, LLC (“ Newco ”).
W I T N E S S E T H:
WHEREAS, each of GE, NBCU, Comcast and Newco agrees that it is in their mutual best interests to enter into this Amendment in
accordance with Section 12.08 of the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby,
the parties agree as follows:
1. Defined Terms . All capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement.
2. Amendment to Preliminary Statements .
(a) The parties hereby agree that paragraph D. of the Preliminary Statements to the Agreement is hereby amended and restated in its
entirety to read as follows:
D. In order to satisfy the foregoing objectives, the parties hereto desire to take the following actions at or prior to the Closing:
(1) GE will, and will cause its Subsidiaries (other than the NBCU Entities) to, transfer, directly or indirectly, the Contributed NBCU
Assets to NBCU and NBCU will assume the Assumed NBCU Liabilities;
(2) Navy Holdco 1 will, and GE will cause Navy Holdco 1 to, acquire all of the outstanding NBCU Shares that it does not already
own;
(3) Subsidiaries of NBCU will, through a series of transactions, distribute to NBCU all of their interests in the Holding Companies;
(4) Navy Holdco 1 will, and GE will cause Navy Holdco 1 to, contribute all of the outstanding NBCU Shares to Navy Holdco 2;
(5) NBCU will convert from a Delaware corporation to a Delaware limited liability company that is treated as an entity disregarded
as separate from Navy Holdco 2 for U.S. federal income tax purposes and will be renamed
“
NBC Universal Media, LLC
”
;