Comcast 2010 Annual Report Download - page 197

representation or warranty speaks as of an earlier date, in which case such representation or warranty shall be deemed not to have been made by
Comcast).
28. Navy Holdco 2 Amendment. The parties hereby agree that Exhibit E to the Agreement is hereby amended and restated in its entirety as
set forth as Exhibit I to this Amendment.
29. Newco Executive Compensation Summary of Principles. The parties hereby agree that Exhibit J to the Agreement is hereby amended
and restated in its entirety as set forth as Exhibit J to this Amendment.
30. Escrow Agreement. The parties hereby agree that Exhibit K to this Amendment is hereby inserted as Exhibit K to the Agreement.
31. Comcast Universal Trademark License Agreement and Comcast Universal Domain Name Assignment.
The parties hereby agree that
Exhibit L to this Amendment is hereby inserted as Exhibit L to the Agreement. Notwithstanding anything in this Amendment or the Agreement
to the contrary, in connection with the execution and delivery of the Comcast Universal Trademark License Agreement pursuant to Section 6.12
(f) of the Agreement, and in furtherance of Comcast’s and NBCU’s (and its applicable Affiliates’) rights thereunder, GE shall (and shall cause
the applicable NBCU Transferors to) deliver and transfer to Comcast all of its (and their) respective right, title and interest in and to the domain
names listed in Schedule A of the attached Exhibit M. Commensurate with the execution and delivery of the Comcast Universal Trademark
License Agreement, GE shall execute and deliver to Comcast the Comcast Universal Domain Name Assignment attached hereto as Exhibit M (it
being understood that, for the avoidance of doubt, the domain names listed on Schedule A thereof shall thereafter be deemed to be Excluded
Comcast Intellectual Property for the purposes of the Agreement).
32. Underwriters’ Fees and Initial Purchaser Discounts. The parties hereby agree that, notwithstanding the third sentence of Section 8 of
(a) the letter agreement dated April 26, 2010 among GE, Comcast and NBCU (the “ April 26 Agreement ”) and (b) the letter agreement dated
September 27, 2010 (the “ September 27 Agreement ”), in each case, related to certain financing matters, the obligations of the parties
described in clause (B) thereof shall be deemed satisfied by (i) in the case of GE’s obligations, by the reduction of the NBCU Dividend by
$57,055,000 pursuant to paragraph 7 of this Amendment and (ii) in the case of Comcast’s obligations, by payment from Comcast to GE of
$28,527,500, by wire transfer of immediately available funds, into an account designated by GE on the Closing Date. For the avoidance of
doubt, Newco shall reimburse each of Comcast and GE $28,527,500 for the portion of the underwriters’ fees and initial purchaser discounts
borne by it in accordance with the fourth sentence of Section 8 in each of the April 26 Agreement and the September 27 Agreement.
33. Factoring Agreements. Notwithstanding anything to the contrary contained in the Agreement, this Amendment or any Factoring
Agreement, the parties hereto agree as follows:
(a) As used in this Amendment, the following terms have the following meanings:
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