Comcast 2010 Annual Report Download - page 177

(6) NBCU will distribute its interests in the Holding Companies and New NBC-A&E Holding Inc. (“ New A&E ”) to Navy Holdco
2;
(7) Navy Holdco 2, New A&E, Universal Studios Home Entertainment Holdings Inc. (“ USHE ”), Universal Studios Pay TV Latin
America Holdings Inc. (“ USPTVLA ”) and the Holding Companies shall contribute to Newco all of their outstanding interests in NBCU
and the New LLCs and Newco will issue membership interests in Newco (“ Newco Membership Interests ”) in exchange therefor;
(8) Newco shall contribute its equity in the New LLCs to NBCU;
(9) Comcast will, or will cause one or more of its Subsidiaries to, contribute or transfer, as applicable, the Contributed Comcast
Assets to Newco or, at the direction of Newco, to NBCU, and Newco or NBCU, as applicable, will assume the Assumed Comcast
Liabilities, and Newco will issue to Comcast Navy Contribution, LLC Newco Membership Interests in consideration therefor; and
(10) Immediately following the consummation of the transactions contemplated by the foregoing clauses (1) through (9), Comcast
Navy Acquisition, LLC will purchase (a) all of the Newco Membership Interests owned by New A&E, USHE, USPTVLA and each of the
Holding Companies (collectively, the “ Newco Interest Holders ”) and (b) Newco Membership Interests from Navy Holdco 2, the
consummation of which purchase will result in Comcast (through Comcast Navy Contribution, LLC and Comcast Navy Acquisition, LLC)
and Navy Holdco 2 owning 51% and 49% of the outstanding Newco Membership Interests, respectively.
(b) The parties hereby agree that paragraph G. of the Preliminary Statements is hereby amended and restated in its entirety to read as
follows:
G. It is intended that the contributions of the NBCU Shares and the New LLCs (except to the extent of the assumption by Newco of certain
liabilities) and the Contributed Comcast Businesses to Newco in exchange for Newco Membership Interests will be treated as exchanges under
Section 721 of the Code, and that the transaction described in Section 2.04 will be treated as sales of Newco Membership Interests under
Section 741 of the Code.
3. Amendment to Section 2.02(d)(i) . The parties hereby agree that Section 2.02(d)(i) of the Agreement is hereby amended and restated in
its entirety to read as follows:
(i) except for the NBCU Financing or Alternative Financing, the GE Note and the Comcast Note, as applicable, the Repatriation
Notes, if any, any Debt solely between or among NBCU Entities, and any Liability set forth in Section 2.02(c)(i) of the NBCU Disclosure
Letter, any Debt (other than (x) Debt of any Person that is not, directly or indirectly, wholly owned by NBCU or GE and (y) capital lease
obligations);
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