Comcast 2010 Annual Report Download - page 184

which it relates and shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed.
11. Amendment to Section 3.21 . The parties hereby agree that Section 3.21 of the Agreement is hereby amended and restated in its
entirety to read as follows:
Section 3.21. No Debt as of Closing . Immediately prior to the Closing, none of the NBCU Entities shall have any outstanding Debt, other
than the NBCU Financing or Alternative Financing, as applicable, the Repatriation Notes (if any), Debt of any Subsidiary that is not, directly or
indirectly, wholly owned by NBCU, Debt solely between or among NBCU Entities and capital lease obligations.
12. Amendment to Section 3.22 . The parties hereby agree that Section 3.22 of the Agreement is hereby amended and restated in its
entirety to read as follows:
Section 3.22. Comcast/NBCU Sale . Subject to the consummation of the transactions contemplated by Section 2.02 and Section 2.03, as of
immediately prior to the Closing, Navy Holdco 2 and the Newco Interest Holders will be the sole owners of the Newco Membership Interests to
be sold to Comcast pursuant to Section 2.04, free and clear of Liens (other than the restrictions set forth in the Newco Operating Agreement).
13. Amendment to Section 5.15(b) . The parties hereby agree that the penultimate sentence of Section 5.15(b) of the Agreement is hereby
amended and restated in its entirety to read as follows:
Section 5.15(b)(i) of the Comcast Disclosure Letter sets forth a list of Significant Comcast Contracts with respect to which Comcast has made
available to NBCU descriptions of certain provisions.
14. Amendment to Section 5.23 . The parties hereby agree that Section 5.23 of the Agreement is hereby amended and restated in its
entirety to read as follows:
Section 5.23. No Debt as of Closing . Immediately prior to the Closing, none of the Contributed Comcast Subsidiaries shall have any
outstanding Debt other than Debt of any Subsidiary that is not, directly or indirectly, wholly owned by Comcast, Debt solely between or among
Contributed Comcast Subsidiaries and capital lease obligations.
15. Amendment to Section 6.01(b)(v) . The parties hereby agree that Section 6.01(b)(v) of the Agreement is hereby amended and restated
in its entirety to read as follows:
(v) license, sell, transfer, lease, sublease, or otherwise dispose of any Comcast Assets, Comcast Owned Real Property, Comcast Owned
Intellectual Property or Comcast Technology, other than (i) sales or licensing of products, programming or other goods and services in the
ordinary course of business consistent with past practice (including pursuant to Exploitation Agreements) and (ii) any other such transaction for
consideration individually not in excess of $100 million or, in the aggregate, not in excess of $250 million.
9