Comcast 2010 Annual Report Download - page 186

Section 6.32. Russian Regulatory Approvals . Within five Business Days following receipt by any of Comcast, GE or NBCU of the
written approvals from the Federal Antimonopoly Service of the Russian Federation necessary for (i) the acquisition by Comcast of the rights to
determine the terms of conduct of business of Limited Liability Company Universal Pictures Rus, Limited Liability Company Universal Pictures
International and Universal Pictures International Germany GmbH, as required under Russian Federal Law No.135-FZ On Protection of
Competition, dated 26 July 2006, and (ii) the acquisition by Comcast of the right indirectly to control more than 50% of the votes in Limited
Liability Company NBCU Global Networks and Limited Liability Company NBCU Global Networks-2, as required under Russian Federal Law
No.57
-FZ On the Procedure for Making Foreign Investments in Business Entities with Strategic Value for the Defence of the Country and
Security of the State, dated 29 April 2008, GE shall cause Stichting Administratiekantoor De Kwakel to (a) transfer to Universal Studios
International BV 50% of the capital stock each of Universal Pictures Germany GmbH and Universal Pictures International Germany and
(b) cancel all depositary receipts of the Stichting Administratiekantoor De Kwakel in a manner that does not give rise to any Liability of
Comcast or any of its Affiliates or any NBCU Entity.
21. Amendment to Section 12.02(b) . The parties hereby agree that, in Section 12.02(b), the parenthetical reading “( i.e. , the maximum
reimbursement that each of GE and Comcast is entitled to receive from NBCU pursuant to this clause (1) is $3.75 million)” is hereby amended
by inserting the words “in respect of IPO costs” immediately following the term “NBCU.”
22. Amendments to Exhibit A .
(a) The parties hereby agree that Exhibit A to the Agreement is hereby amended and supplemented by adding the following definitions:
“ Applicable Exchange Rate ” means the applicable rate as published on the Bloomberg BFIX page at 9:00 a.m. New York Time on
January 28, 2011.
“ Comcast Universal Trademark License Agreement ” shall have the meaning set forth in Section 6.12(f).
“ Contributed Business Subsidiaries ” means the Contributed Comcast Subsidiaries and NBCU Entities.
“ Distribution Cut-Off Time ” means the latest time that cash can be received by an applicable NBCU Entity in order for such cash to be
included in the Final NBCU Pre-Closing Distribution.
“ Escrow Agent ” means Deutsche Bank Trust Company Americas, a New York banking corporation.
“ Escrow Agreement ” means the agreement among Comcast Navy Acquisition, LLC, Navy Holdco 2, the Newco Interest Holders and
Escrow Agent in substantially the form of Exhibit K hereto.
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