Comcast 2010 Annual Report Download - page 206

AMENDED AND RESTATED LIMITED LIABILITY COMPANY
AGREEMENT
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Navy, LLC, a Delaware limited liability
company (the “ Company ”), is made as of January 28, 2011, by and among (i) Comcast Navy Contribution, LLC, a Delaware limited liability
company (the “ Comcast Contributing Member ”), (ii) Comcast Navy Acquisition, LLC, a Delaware limited liability company, (the “
Comcast Acquiring Member ”, and together with the Comcast Contributing Member, the “ Initial Comcast Members ”), (iii) Navy Holdings,
Inc., a Delaware corporation (“ HoldCo ”), New NBC-A&E Holding Inc., a Delaware corporation, Universal Television Enterprises Holdings
Inc., a Delaware corporation, Universal Home Entertainment Worldwide Holdings Inc., a Delaware corporation, Universal Studios Home
Entertainment Holdings Inc., a Delaware corporation, Working Title Group Holdings Inc., a Delaware corporation, Universal Studios Pay
Television Holdings Inc., a Delaware corporation, Universal Studios Pay TV Latin America Holdings Inc., a Delaware corporation, Universal
Film Exchanges Holdings Inc., a Delaware corporation, Universal Pictures Company of Puerto Rico Holdings Inc., a Delaware corporation,
Universal Studios Licensing Holdings Inc., a Delaware corporation (each of the entities referred to in this clause (iii), an “ Initial GE Member ”
and collectively, the “ Initial GE Members ”), (iv) each other Person who at any time becomes a Member in accordance with the terms of this
Agreement and the Act, (v) Comcast Corporation, a Pennsylvania corporation (“ Comcast ”), and (vi) General Electric Company, a New York
corporation (“ GE ”).
RECITALS
WHEREAS, the Company was formed on November 12, 2009, by the filing of a Certificate of Formation (as amended or otherwise
modified from time to time, the “ Certificate of Formation ”) with the Secretary of State of the State of Delaware and the adoption of that
certain Limited Liability Company Agreement of the Company dated as of December 1, 2009 by HoldCo, as the initial sole member of the
Company (the “ Original LLC Agreement ”);
WHEREAS, pursuant to a Master Agreement dated as of December 3, 2009 (as amended or otherwise modified from time to time, the “
Master Agreement ”) by and among GE, NBC Universal, Inc., a Delaware corporation (“ NBCU ”), Comcast and the Company, Comcast and
GE agreed to contribute (or cause to be contributed) certain assets and liabilities to the Company or NBCU;
WHEREAS, pursuant to the Master Agreement, in consideration of their respective contributions, the parties thereto agreed that the
Company would issue Units in the Company to the Comcast Contributing Member and the Initial GE Members;