Comcast 2010 Annual Report Download - page 178

4. Amendment to Section 2.03(d)(i) . The parties hereby agree that Section 2.03(d)(i) of the Agreement is hereby amended and restated in
its entirety to read as follows:
(i) except for any Debt solely between or among Contributed Comcast Subsidiaries and any Liability set forth in Section 2.03(c)(i) of
the Comcast Disclosure Letter, any Debt (other than (x) Debt of any Person that is not, directly or indirectly, wholly owned by Comcast
and (y) capital lease obligations);
5. Amendment to Section 2.04 . The parties hereby agree that Section 2.04 of the Agreement is hereby amended and restated in its entirety
to read as follows:
Section 2.04. Sale of Newco Membership Interests . On the terms and subject to the conditions set forth in this Agreement, at the Closing
(but following the completion of the transactions described in Section 2.02 and 2.03), each of the Newco Interest Holders shall, and GE shall
cause each of the Newco Interest Holders to, sell, convey, assign, transfer and deliver to Comcast Navy Acquisition, LLC, free and clear of all
Liens, and Comcast Navy Acquisition, LLC shall acquire and accept from each of them, all of their respective right, title and interest in and to
the Newco Membership Interests owned by each of them, and Navy Holdco 2 shall, and GE shall cause Navy Holdco 2 to, sell, convey, assign,
transfer and deliver to Comcast Navy Acquisition, LLC, free and clear of all Liens, and Comcast Navy Acquisition, LLC shall acquire from
Navy Holdco 2, Newco Membership Interests which, when aggregated with the Newco Membership Interests to be transferred by the Newco
Interest Holders, represent 25.25% of the outstanding Newco Membership Interests, for an aggregate purchase price (as it may be adjusted
pursuant to Section 2.11, the “ Comcast/NBCU Purchase Price ”) equal to (i) $7.1065 billion minus (ii) 51% of the NBCU Interim Free Cash
Flow minus (iii) 49% of the Comcast Acquisitions Amount minus (iv) 51% of the Excess Factoring Amount.
6. Amendment to Section 2.06(a) . The parties hereby agree that Section 2.06(a) of the Agreement is hereby amended by replacing the
words “three (3) Business Days” with “five (5) Business Days”.
7. Amendment to Section 2.06(c). The parties hereby agree that Section 2.06(c) of the Agreement is hereby amended by replacing the
number “$9,100,000,000” with “$9,042,945,000”.
8. Amendment to Section 2.08 . The parties hereby agree that Section 2.08 of the Agreement is hereby amended and restated in its entirety
to read as follows:
Section 2.08. Closing Actions . At the Closing (to the extent not completed prior to the Closing Date):
(a) first, (i) GE shall, and shall cause the other NBCU Transferors to, transfer, directly or indirectly, the Contributed NBCU Assets to
NBCU, (ii) NBCU shall assume the Assumed NBCU Liabilities, (iii) GE shall, or shall cause a Subsidiary of GE (other than a NBCU Entity) to,
assume all Excluded NBCU Liabilities that are Liabilities of a NBCU Entity and (iv)
3