MASTER AGREEMENT dated as of December 3, 2009 among GENERAL ELECTRIC COMPANY, NBC UNIVERSAL, INC., COMCAST CORPORATION and NAVY, LLC

allocation shall not have been made in bad faith), other than those set forth on Section 3.12(e)(i) of the NBCU Disclosure Letter; and

(xx) all materials, documents and records of GE or any of its Subsidiaries (other than any NBCU Entity) in the possession of any NBCU Entity (copies of which will be provided to Newco upon Newco’s reasonable request).

(c) Assumed NBCU Liabilities. On the terms and subject to the conditions set forth in this Agreement, NBCU hereby agrees, effective at the time of the Closing, to assume and thereafter timely to pay, discharge and perform in accordance with their terms (subject to any bona fide defense), all Liabilities of GE and its Subsidiaries (other than any of the NBCU Entities) to the extent arising from or relating to the Contributed NBCU Assets or the NBCU Businesses, other than the Excluded NBCU Liabilities, irrespective of whether the same shall arise prior to, on or following the Closing Date (the “Assumed NBCU Liabilities”). Without limiting the generality of the foregoing, subject to Section 2.02(d), the following shall be included among the Assumed NBCU Liabilities:

(i) the NBCU Financing or Alternative Financing, as applicable, and all Liabilities set forth on Section 2.02(c)(i) of the NBCU Disclosure Letter;

(ii)  all Liabilities arising under the Assumed NBCU Contracts;

(iii) all Taxes for which Newco is responsible pursuant to the Tax Matters Agreement;

(iv) all Liabilities, whether accruing before, on or after the Closing Date, (A) relating to the environment or natural resources, human health and safety or Hazardous Materials and (B) arising from or relating to the Contributed NBCU Assets, the NBCU Businesses or otherwise to any past, current or future businesses, operations or properties of the Contributed NBCU Assets or the NBCU Businesses (including any businesses, operations or properties for which a current or future owner or operator of the Contributed NBCU Assets or the NBCU Businesses is responsible as a matter of Law, contract or otherwise); and

(v) all Liabilities assumed by NBCU pursuant to the NBCU Employee Matters Agreement, and all other Liabilities arising from or relating to the employment, termination of employment or employment practices with respect to the NBCU Businesses whether arising before, on or after the Closing Date.

(d) Excluded NBCU Liabilities. Notwithstanding any other provision of this Agreement, NBCU is not assuming or agreeing to pay or discharge any of

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the following Liabilities of the NBCU Transferors or the NBCU Entities (the “Excluded NBCU Liabilities”):

(i) except for the NBCU Financing or Alternative Financing, the GE Note and the Comcast Note, as applicable, the Repatriation Notes, if any, and any Liability set forth in Section 2.02(c)(i) of the NBCU Disclosure Letter, any Debt (other than (x) Debt of any Person that is not, directly or indirectly, wholly owned by NBCU or GE and (y) capital lease obligations);

(ii) any Liability set forth in Section 2.02(d)(ii) of the NBCU Disclosure Letter;

(iii) any Liability to the extent relating to or arising under any Excluded NBCU Asset;

(iv) any Liability incurred in connection with the transfer of Excluded NBCU Assets or other Excluded NBCU Liabilities from the NBCU Transferors or NBCU Entities prior to the Closing;

(v) any Liability for Taxes that GE is required to pay pursuant to the Tax Matters Agreement;

(vi) any Liability expressly retained by GE pursuant to the NBCU Employee Matters Agreement;

(vii) subject to Section 6.06, any Liability of GE or any of its Subsidiaries (other than any NBCU Entity) under any Insurance Arrangement other than the NBCU Transferred Insurance Policies;

(viii) Liabilities of the NBCU Entities arising under the Factoring Agreements to the extent such Liabilities are inconsistent with the limitation set forth in Section 6.01(a)(xix);

(ix) any Liability of any NBCU Transferor under the Transaction Agreements; and

(x) any Liability of GE or its Subsidiaries (other than any NBCU Entity) under any Related Party NBCU Contract.

Section 2.03. Contribution of the Contributed Comcast Businesses. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, Comcast shall, and shall cause the other Comcast Transferors to, contribute, convey, assign, transfer and deliver to Newco or, at the direction of Newco, NBCU and Newco or NBCU, as applicable, shall acquire and accept from the Comcast Transferors, all right, title and interest in and to (collectively, the

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(ii) any Liability set forth in Section 2.03(d)(ii) of the Comcast Disclosure Letter;

(iii) any Liability to the extent relating to or arising under any Excluded Comcast Asset;

(iv) any Liability incurred in connection with the transfer of Excluded Comcast Assets or other Excluded Comcast Liabilities from the Comcast Transferors or Contributed Comcast Subsidiaries prior to the Closing;

(v) any Liability for Taxes that Comcast is required to pay pursuant to the Tax Matters Agreement;

(vi) any Liability expressly retained by Comcast pursuant to the Comcast Employee Matters Agreement;

(vii) any Liability of Comcast or any of its Subsidiaries (other than any Contributed Comcast Subsidiary) under any Insurance Arrangement other than the Comcast Transferable Insurance Policies;

(viii) any Liability of any Comcast Transferor under the Transaction Documents;

(ix) any Liability of Comcast or any of its Affiliates (other than any Contributed Comcast Subsidiary) under any Related Party Comcast Contract; and

(x) any Liability of the Contributed Comcast Subsidiaries set forth in Section 2.03(d)(x) of the Comcast Disclosure Letter to the extent not relating to the Contributed Comcast Businesses.

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), Navy Holdco 2 shall, and GE shall cause Navy Holdco 2 to, sell, convey, assign, transfer and deliver to Comcast, free and clear of all Liens, and Comcast shall acquire and accept from Navy Holdco 2, all of Navy Holdco 2’s right, title and interest in and to Newco Membership Interests representing 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.

Section 2.05. Assignment of Certain Contributed Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not

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reasonably be expected to have, individually or in the aggregate, a NBCU Material Adverse Effect.

Section 3.10. Governmental Licenses and Permits. (a) This Section 3.10 does not address employment and employee benefits matters (which are covered in Section 3.15) and Taxes (which are covered by the Tax Matters Agreement). Each of the NBCU Transferors and the NBCU Entities is in compliance in all material respects with all Laws applicable to the ownership of their respective assets and properties and the operation of the NBCU Businesses, and since January 1, 2008, no NBCU Transferor or NBCU Entity has received any notice from any Governmental Authority alleging any material conflict with, material violation or breach of or material default under any such Law.

(b) Each of the NBCU Transferors and NBCU Entities has all permits, licenses, permissions, franchises, and amendments thereto, from any Governmental Authority (including FCC Licenses) necessary for the ownership and operation of the NBCU Businesses (the “NBCU Licenses”). Each of the NBCU Transferors and NBCU Entities is in compliance in all material respects with the terms of the NBCU Licenses, and no NBCU Transferors or NBCU Entities have received any notice from any Governmental Authority alleging any material conflict with or violation or breach of any NBCU License.

(c) Section 3.10(c) of the NBCU Disclosure Letter sets forth a complete list of the material FCC Licenses held by the NBCU Transferors and NBCU Entities (the “NBCU FCC Licenses”) currently in effect and all applications pending before any Governmental Authority with respect to the NBCU FCC Licenses or the Stations. The NBCU FCC Licenses are in full force and effect and are not subject to any restrictions or conditions other than those generally affecting such type of NBCU FCC License. The NBCU Transferors and NBCU Entities have filed all reports, notifications and filings with the FCC necessary to maintain all NBCU FCC Licenses in full force and effect, have timely paid all FCC regulatory fees with respect thereto and, to the Knowledge of NBCU, there are no facts, events or conditions based upon which the FCC might reasonably be expected to revoke, suspend, cancel, rescind, terminate, require the disposition of, or fail to renew any of the NBCU FCC Licenses or fail to grant any pending FCC application or petition for a NBCU FCC License. The NBCU Transferors and NBCU Entities maintain public files for the Stations as required by FCC rules. The NBCU Transferors and NBCU Entities are operating only those facilities of the NBCU Businesses for which an appropriate FCC authorization has been obtained and such operation is in compliance with such authorization in all material respects.

(d) Section 3.10(d) of the NBCU Disclosure Letter lists each of the full- power and Class A television stations owned and operated by the NBCU Transferors and NBCU Entities (the “Stations”) and, except with respect to the

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Class A Stations, provides information concerning carriage (or non-carriage) of each such station by (i) the cable television systems serving its local television market (as defined in Section 76.55 of the rules and regulations of the FCC, 47 CFR Section 76.55) and (ii) satellite carriers providing local-into-local television service (as defined in Section 76.66 of the rules and regulations of the ▇▇▇, ▇▇ ▇▇▇ Section 76.66). With respect to each Station (other than the Class A Stations), each of the NBCU Transferors and NBCU Entities, during the period of ownership of such Station by such NBCU Transferors or NBCU Entities in accordance with Section 76.64 of the FCC Rules (47 CFR Section 76.64), has made the required election between retransmission consent or must carry status with respect to each multi-channel video programming distributor serving all or any part of the television market (as defined by the FCC) of such Station. The Stations, their respective physical facilities, electrical and mechanical systems and transmitting and studio equipment are being operated in compliance with the applicable FCC Licenses and the requirements of the Communications Act in all material respects. The NBCU Transferors, NBCU Entities and Stations are in compliance, in all material respects, with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of the antenna structures owned by any of the NBCU Transferors (to the extent used or held for use in connection with the NBCU Businesses), NBCU Entities or Stations, and, to the Knowledge of NBCU, with respect to the construction and/or alteration of the antenna structures used, but not owned by any of the NBCU Transferors, NBCU Entities or Stations.

(e) No application, action or proceeding is pending for the renewal or modification of any NBCU FCC Licenses and, except for actions or proceedings affecting such type of NBCU FCC License generally, no application, complaint, action or proceeding is pending or, to the Knowledge of NBCU, threatened that seeks or is reasonably likely to result in (i) the denial of an application for renewal of a NBCU FCC License, (ii) the revocation, adverse modification, non-renewal or suspension of any of the NBCU FCC Licenses, (iii) the issuance of a material cease-and-desist order or (iv) the imposition of any material administrative or judicial sanction with respect to any of the Stations. There is not now issued, outstanding, pending or, to the Knowledge of NBCU, threatened, by or before the FCC or any Governmental Authority, any order to show cause, notice of violation, notice of apparent liability, notice of forfeiture or complaint with respect to any of the NBCU FCC Licenses or the Stations that has had or would reasonably be expected to have, individually or in the aggregate, a NBCU Material Adverse Effect.

Section 3.11. Sufficiency of the NBCU Assets; Liens. (a) On the Closing Date (including after giving effect to the transactions contemplated by Section 6.14) and assuming receipt of all consents, approvals and authorizations relating to the matters set forth in Sections 3.04 and 3.05 of the NBCU Disclosure Letter or as contemplated by Section 3.05), the NBCU Assets will, taking into account

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all Ancillary Agreements and Third Party Rights, constitute all of the assets (other than Intellectual Property) necessary to conduct the NBCU Businesses immediately following the Closing in all material respects as it is conducted on the date of this Agreement and on the Closing Date; provided, however, that nothing in this Section 3.11 shall be deemed to constitute a representation or warranty as to the adequacy of the amounts of cash or working capital (or the availability of the same); and provided, further, that this Section 3.11(a) shall not be deemed to be breached as a result of any action by NBCU with respect to which Comcast has provided its specific consent (including pursuant to Section 6.01(a)).

(b) Except for Taxes, which are exclusively governed by the Tax Matters Agreement, and Permitted Liens, the NBCU Assets (other than the NBCU Real Properties, which are the subject of Section 3.16 and the NBCU Owned Intellectual Property, which is the subject of Section 3.12) are owned by or otherwise made available to the NBCU Transferors or NBCU Entities, as the case may be, free and clear of all Liens.

(c) The NBCU Transferors and the NBCU Entities have maintained the material tangible NBCU Assets (e.g., theme park rides and other NBCU Assets of comparable significance) in accordance with applicable industry standards, ordinary wear and tear excepted.

Section 3.12. Intellectual Property. (a) (i) The NBCU Transferors and the NBCU Entities own sole and exclusive title to the Patents included in the NBCU Owned Intellectual Property. To the Knowledge of NBCU, the NBCU Transferors and the NBCU Entities own sole and exclusive title to (x) the Copyrights included in the NBCU Owned Intellectual Property to the extent of their ownership interest, and (y) all NBCU Owned Intellectual Property (other than the Patents and Copyrights included therein).

(ii) The NBCU Owned Intellectual Property is owned by the NBCU Transferors or the NBCU Entities, as the case may be, free and clear of all Liens, other than Permitted Liens.

(iii) The NBCU Intellectual Property, the applicable Third Party Rights, together with the rights to be conveyed pursuant to the GE Intellectual Property Cross License Agreement and the Intellectual Property rights of Newco contemplated under the other Ancillary Agreements, constitute all material Intellectual Property in use by, and necessary for the operation of, the NBCU Businesses as currently conducted, assuming receipt of the relevant consents, approvals and authorizations relating to the matters set forth in Section 3.04 of the NBCU Disclosure Letter; provided, however, that this Section 3.12(a)(iii) shall not be deemed to be breached as a result of any action by NBCU

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Section 5.08. Absence of Certain Changes or Events. Except as contemplated by this Agreement, (a) since January 1, 2009, (i) the Contributed Comcast Businesses have been conducted in the ordinary course consistent with past practice and (ii) there has not occurred any event, change, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Comcast Material Adverse Effect and (b) from January 1, 2009 to the date hereof, none of Comcast or any of its Subsidiaries have taken any action that, individually or in the aggregate, would materially impair or delay the ability of the Comcast Transferors to consummate the transactions contemplated by, or perform their obligations under, the Transaction Agreements.

Section 5.09. Absence of Litigation. No Actions are pending or, to the Knowledge of Comcast, threatened against the Comcast Transferors or any Contributed Comcast Subsidiaries or any of their respective properties or assets, and since January 1, 2007, no Comcast Transferor nor any Contributed Comcast Subsidiary has received any subpoena or notice of any claim or investigation that (a) has had or would reasonably be expected to have, individually or in the aggregate, a Comcast Material Adverse Effect or (b) would reasonably be expected to prevent or materially impair or delay the consummation of the transactions contemplated hereby, nor is there any Governmental Order outstanding against, or, to the Knowledge of Comcast, any investigation by any Governmental Authority, involving any Comcast Transferors or any Contributed Comcast Subsidiaries or any of their respective properties or assets, that would reasonably be expected to prevent or materially impair or delay the consummation of the transactions contemplated hereby.

Section 5.10. Compliance with Laws. Excluding employment and employee benefits matters (which are covered in Section 5.16), and Taxes (which are covered by the Tax Matters Agreement), none of the Comcast Transferors or Contributed Comcast Subsidiaries is in violation of any Laws or Governmental Orders applicable to the conduct of the Contributed Comcast Businesses by it or by which any Comcast Asset is bound or affected, and since January 1, 2008, no Comcast Transferors or Contributed Comcast Subsidiaries have received any notice from any Governmental Authority alleging any conflict with, or violation or breach of, any such Law or Governmental Order, in each case, except for violations the existence of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Comcast Material Adverse Effect.

Section 5.11. Governmental Licenses and Permits. (a) This Section 5.11 does not address employment and employee benefits matters (which are covered in Section 5.16) and Taxes (which are covered by the Tax Matters Agreement). Each of the Comcast Transferors and the Contributed Comcast Subsidiaries is in compliance in all material respects with all Laws applicable to the ownership of their respective assets and properties and the operation of the Contributed

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(b) All material environmental or health and safety assessments and reports conducted within the last five (5) years by or on behalf of the Contributed Comcast Subsidiaries or, with respect to the Comcast Real Properties or the Contributed Comcast Businesses, the Comcast Transferors, have been furnished or made available to GE and NBCU.

(c) With respect to the Contributed Comcast Subsidiaries, the Comcast Assets and the Contributed Comcast Businesses, the consummation of the transactions contemplated hereby requires no filings to be made or actions to be taken pursuant to the New Jersey Industrial Site Recovery Act or the “Connecticut Property Transfer Law” (Sections 22a-134 through 22-134e of the Connecticut General Statutes).

The representations and warranties made by Comcast in Section 5.08 and Section 5.14 are the only representations and warranties made by Comcast in this Agreement with respect to any matters arising under, or regulated pursuant to, any Environmental Law or Environmental Permit.

Section 5.15. Significant Comcast Contracts. (a) Section 5.15(a) of the Comcast Disclosure Letter sets forth a true and complete list of all of the following Contracts to which Comcast or any of its Subsidiaries (including any of the Contributed Comcast Subsidiaries) is a party or by which it or any of its properties or assets may be bound as of the date of this Agreement (in each case (x) only with respect to the Contributed Comcast Businesses and (y) as amended, supplemented, waived or otherwise modified through the date of this Agreement, collectively, the “Significant Comcast Contracts”):

(i) stock purchase agreements or asset purchase agreements that (x) would reasonably be expected to involve aggregate consideration (including any Debt for borrowed money acquired or assumed thereunder) in excess of $18.75 million, (y) have not expired by, and have not been terminated in accordance with, their terms, and (z) relate to the prospective acquisition or disposition of any Contributed Comcast Assets or the Contributed Comcast Businesses;

(ii) Contracts pursuant to which any Comcast Transferor or Contributed Comcast Subsidiary currently leases any Comcast Assets (other than leases for Comcast Leased Real Property and Contracts related to transactions involving the Library entered into in the ordinary course of business) and in respect of which the Comcast Transferors and Contributed Comcast Subsidiaries would reasonably be expected to make, on or after the date hereof, aggregate payments in excess of $12.5 million;

(iii) (A) joint venture, partnership and limited liability company operating agreements pursuant to which a Comcast Transferor or any of

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the Contributed Comcast Subsidiaries would reasonably be expected to make, on or after the date hereof, aggregate payments in excess of $18.75 million, (B) organizational documents of other material joint ventures, partnerships and limited liability companies included in the Comcast Assets and (C) organizational documents or other Contracts relating to other joint ventures, partnerships and limited liability companies included in the Contributed Comcast Assets in which Comcast and its Subsidiaries own an interest with a value in excess of $6.25 million, containing rights, agreements, arrangements or commitments obligating any party thereto to issue, sell, purchase, return, convert or redeem any of the shares or other equity interests of such joint venture, partnership or limited liability company or securities convertible into or exchangeable for such shares or other equity securities;

(iv) Contracts prohibiting or materially restricting the ability of any Comcast Transferor or any Contributed Comcast Subsidiary to (A) engage in any business, (B) sell any products or services to any other Person, (C) operate in any geographical area or (D) compete with or obtain products or services from any Person or prohibit or restrict the ability of any Person to provide products or services to any Comcast Transferor or any Contributed Comcast Subsidiary, in each case, other than (x) exclusivity and channel distribution restrictions contained in Exploitation Agreements or Affiliation Agreements and (y) exclusivity restrictions contained in sourcing agreements that would not reasonably be expected to involve annual payments in excess of $2.5 million, in each case (x) and (y), entered into in the ordinary course of business;

(v) Contracts relating to the borrowing of money or extension of credit that would reasonably be expected to involve amounts in excess of $10 million to which any Comcast Transferor or Contributed Comcast Subsidiary is a party;

(vi) Exploitation Agreements (A) pursuant to which the Comcast Transferors and the Contributed Comcast Subsidiaries would reasonably be expected to receive annual revenue in excess of $6.25 million for fiscal year 2009, and/or (B) in respect of which the Comcast Transferors and Contributed Comcast Subsidiaries would reasonably be expected to make payments in excess of (x) $6.25 million in fiscal year 2010 or 2011 or (y) $25 million in any other fiscal year, other than, in each case under (A) or (B) above, any Contract of the type (disregarding any dollar thresholds, materiality or other qualifiers, restrictions or other limitations applied to such Contract type) described in clause (ix) of this Section 5.15(a);

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(vii) Affiliation Agreements representing the top ten (ranked by aggregate distribution fees payable during the nine month period ending on September 30, 2009) programming service distribution agreements;

(viii) “term deals” as commonly understood in the motion picture or television industry pursuant to which the relevant Comcast Transferors and Contributed Comcast Subsidiaries would reasonably be expected to pay, on or after the date hereof, aggregate compensation in excess of $2.5 million;

(ix) each Contract pursuant to which any Comcast Transferor or Contributed Comcast Subsidiary licenses any exhibition rights in Programs to third parties for any period ending on or after September 30, 2009 on an output basis (i.e., which grants television exhibition rights to Library Pictures, or films that will become Library Pictures, that will become available for such exhibition during a specified prospective multiyear period of time, and under which not all Library Pictures are specifically identified by title) pursuant to which the relevant Comcast Transferors and Contributed Comcast Subsidiaries would reasonably be expected to receive annual revenue in excess of $6.25 million for fiscal year 2009;

(x) material Comcast IP Licenses, other than any (A) “shrinkwrap” or “clickwrap” licenses or agreements for commercially available off-the-shelf Software, (B) confidentiality agreements made in the ordinary course of business, or (C) any Contract of the type (disregarding any dollar thresholds, materiality or other qualifiers, restrictions or other limitations applied to such Contract type) described in clauses (i)-(ix) or (xi)-(xiii) of this Section 5.15(a);

(xi)  Talent Contracts representing, as of the date hereof, the top 10 Talent Contracts (based on the aggregate amount of payments reasonably expected to be made by the relevant Comcast Transferors and Contributed Comcast Subsidiaries) and the employment agreements of the president of the Comcast programming division and each of his direct reports (to the extent that such individuals are party to employment agreements);

(xii) infomercial or similar paid programming Contracts granting any Person the right to program any block of time on the television and cable networks included in the Comcast Assets (the “Comcast Cable Networks”) pursuant to which the relevant Comcast Transferors and Contributed Comcast Subsidiaries would reasonably be expected to receive, on or after the date hereof, aggregate consideration in excess of $2.5 million;

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Section 5.21. Library Rights. (a) As between (i) Comcast and its Subsidiaries (other than any Contributed Comcast Subsidiary) on the one hand, and (ii) any Contributed Comcast Subsidiary on the other hand, any and all rights in and to the Library (and any databases relating thereto) are held by the Contributed Comcast Subsidiaries (rather than by Comcast or any of its other Subsidiaries).

(b) All Exploitation Agreements entered into by a Comcast Transferor or Contributed Comcast Subsidiary pursuant to which a Comcast Transferor or a Contributed Comcast Subsidiary has granted any third party any right to Exploit any material portions of the Library or its components have been entered into in the ordinary course of business.

(c) None of the Comcast Transferors or the Contributed Comcast Subsidiaries have received (nor does Comcast have any Knowledge that the Comcast Transferors or the Contributed Comcast Subsidiaries will receive) from any registration or filing office of requisite authority in any jurisdiction, any notice from any third party terminating or purporting to terminate copyright assignments pursuant to 17 U.S.C § 203 or § 304 or their foreign equivalents and relating to the Programs.

(d) An original negative or master of each of the Library Pictures currently being Exploited has been properly stored, in each case in accordance with standards customarily applied by major theatrical, television and home video distributors, as applicable, or the Comcast Transferors or the Contributed Comcast Subsidiaries has access to printable elements of such Library Pictures. Such original negatives, masters or printable elements are, in all material respects, in a commercially reasonable condition. Section 5.21(d) of the Comcast Disclosure Letter sets forth, as of the date hereof, a list, which is true and complete in all material respects, of the physical locations of such original negatives, masters, or printable elements, and to the extent such physical locations are owned or controlled by third parties, the Comcast Transferors and the Contributed Comcast Subsidiaries are party to customary access agreements.

(e) The Library Tangible Assets for the Programs are stored and maintained in all material respects in accordance with standard industry practices for the use and preservation of such materials, and Comcast and its Subsidiaries have customary access thereto sufficient to Exploit the Programs.

Section 5.22. Distribution. (a) To the Knowledge of Comcast as of the date hereof, each distributor that is party to an Affiliation Agreement with a Comcast Transferor or Contributed Comcast Subsidiary is meeting its payment obligations under such Affiliation Agreement in accordance with the terms of such Affiliation Agreement, other than the nonpayment of amounts that are subject to a bona fide dispute, controversy or claim. No Comcast Transferor or

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Contributed Comcast Subsidiary is in material default or material breach of any such Affiliation Agreement, and there does not exist any event, condition or omission that would constitute such a material default or material breach (whether by lapse of time or notice or both) under any such Affiliation Agreement on the part of any Comcast Transferor or Contributed Comcast Subsidiary.

(b) With respect to any material Affiliation Agreement containing a delete or repositioning right, no multichannel video programming distributor has notified any Comcast Transferor or Contributed Comcast Subsidiary in writing of its intention to delete or materially reposition any programming service.

(c) Section 5.22(c) of the Comcast Disclosure Letter sets forth, as of September 30, 2009, the number of subscribers with respect to each network of the Comcast Transferors and Contributed Comcast Subsidiaries as most recently reported by the applicable distributor.

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 and capital lease obligations.

Section 5.24. Securities Matters. The Newco Membership Interests (including those to be purchased from NBCU in accordance with Section 2.04) are being obtained by Comcast for its own account, and not with a view to, or for the offer or sale in connection with, any distribution or sale of the Newco Membership Interests or any interest in them in violation of the Securities Act (or analogous Laws in any non-U.S. jurisdiction). Comcast has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of its investment in the Newco Membership Interests, and is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Newco Membership Interests. Comcast acknowledges that the Newco Membership Interests have not been registered under the Securities Act or any state securities Laws, and understands and agrees that it may not sell or dispose of any of the Newco Membership Interests except pursuant to a registered offering in compliance with, or in a transaction exempt from, the registration requirements of the Securities Act and any other applicable state, foreign or federal securities Laws.

Section 5.25. Availability of Funds; Ability to Close. On the Closing Date, Comcast will have cash available or availability under borrowing facilities that together are sufficient to enable it to consummate the transactions contemplated by this Agreement.

Section 5.26. No Other Representations or Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS

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(xiii) except in the ordinary course of business consistent with past practice, increase the cash bonus under any non-formula based bonus arrangement of the president of the Comcast programming division or any of his direct reports without the prior consent of GE (which consent shall not be unreasonably withheld);

(xiv) other than as required by applicable Law or an existing agreement, without prior consultation with GE, adopt or amend any bonus plan or other variable compensation plan with a performance measurement period of greater than 12 months (excluding any period principally relating to an employee’s obligation to be employed on the payment date);

(xv) other than as required by applicable Law or an existing agreement, without prior consultation with GE, adopt or amend any material Comcast Subsidiary Plan (other than a Multiemployer Plan) which is an employee pension or welfare benefit plan (as defined in ERISA) (including any similar plan for employees located primarily outside of the United States) which would materially increase the costs thereof, except (A) announced changes as of the date hereof, (B) in connection with or relating to the acquisition of a business or the commencement of business in a new town, city, state or similar location, or (C) the replacement of a similar plan; provided, however, that nothing in this Section 6.01(b)(xv) shall limit the ability of Comcast and its Affiliates to take actions, or to cause any of Comcast’s Subsidiaries to take actions, with respect to Comcast Parent Plans to the extent such actions relate generally to the employees of Comcast or any of its Affiliates that participate in such plans;

(xvi) make any material change in any method of accounting or accounting policy used by the Contributed Comcast Businesses in the preparation of its financial statements, other than such changes as are required by U.S. GAAP or applicable Law or changes applying generally to Comcast and its consolidated Subsidiaries;

(xvii) except for Taxes, which are governed exclusively by the Tax Matters Agreement, enter into any settlement or release with respect to any Action relating to the Contributed Comcast Businesses on terms reasonably expected to (x) result in a payment by the Comcast Transferors or Contributed Comcast Subsidiaries in excess of the greater of (A) $5 million and (B) the amount reserved on the Comcast Financial Statements with respect thereto or (y) impose ongoing limits on the conduct or operation of the Contributed Comcast Businesses;

(xviii) forgive, cancel, compromise, waive, release, assign, sell, transfer or relinquish any Debts, rights, or receivables except for Debts,

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rights and receivables against Persons (other than Comcast or its Affiliates) in an aggregate amount not to exceed $15 million that are forgiven, cancelled, compromised, waived, released, assigned, sold, transferred or relinquished in the ordinary course of business consistent with past practice;

(xix) (A) enter into any Related Party Comcast Contract, other than Related Party Comcast Contracts entered into in the ordinary course of business consistent with past practice, or renew any Related Party Comcast Contract, other than in the ordinary course consistent with past practice on terms substantially similar to those in effect immediately prior to such renewal or (B) amend, modify or terminate, or otherwise waive, release or assign any rights, claims or benefits of any Comcast Transferor or Contributed Comcast Subsidiary under, any Related Party Comcast Contract other than in the ordinary course of business consistent with past practice other than amendments and modifications to reflect changes to the terms thereof to the extent such changes are generally applicable to the businesses of Comcast and its Subsidiaries;

(xx) enter into, modify, amend, renew or terminate any Designated Comcast Contract;

(xxi) (A) materially modify or amend, terminate (which shall not include expiration), enter into, renew or extend (other than pursuant to an existing extension option) the term of any lease listed on Section 5.17(a) of the Comcast Disclosure Letter or other leases or subleases or other Contracts with respect to real property, other than (x) leases or subleases with respect to real property in the ordinary course of business consistent with past practice for an aggregate rental payment over the term of such lease or sublease to be made on or after the Closing Date not to exceed $10 million and (y) Contracts with respect to the rental or lease of real property for the purpose of television production (or television programming for which production has not concluded), or (B) accept any payments under any Comcast Leased Real Property more than thirty days in advance or purchase or exercise any option for the purchase or lease of any real property other than in the ordinary course of business consistent with past practice; provided, however, that in the event that GE does not respond to Comcast’s written request for consent to any such item within ten (10) Business Days of receipt of such request, GE shall be deemed to have consented;

(xxii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation or other reorganization;

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by implication, do business as or represent themselves as Newco or any of its Subsidiaries.

(c) GE, for itself and its Subsidiaries (other than any NBCU Entity), acknowledges and agrees that neither GE nor any of its Subsidiaries shall (i) have any ownership interest in or any license to any Trademarks included in the NBCU Owned Intellectual Property and/or (ii) for a period of ten (10) years following the Closing Date, contest the ownership or validity of any rights of Newco or any of its Subsidiaries in or to any such Trademarks.

(d) Notwithstanding anything in this Section 6.09 to the contrary, nothing in this Section 6.09 shall prevent GE or any of its Subsidiaries from using any descriptive elements of the Trademarks included in the NBCU Owned Intellectual Property or making any fair use of such Trademarks.

Section 6.10. Rights to Comcast Name and Comcast Marks. (a) Except as otherwise provided in that certain Amended and Restated Trademark License Agreement between Comcast and certain of the Contributed Comcast Subsidiaries dated as of November 18, 2009 (the “Comcast Trademark License”), as of the Closing Date, Newco and its Subsidiaries (including the Contributed Comcast Subsidiaries) shall cease and discontinue all uses of the Comcast Name and Comcast Marks, except for any such use which would not otherwise infringe, dilute or otherwise violate the Intellectual Property rights of Comcast or any of its Subsidiaries in and to the Comcast Name and Comcast Marks.

(b) Each of GE and Newco, for itself and its Subsidiaries, acknowledges and agrees that neither Newco nor any of its Subsidiaries shall (i) have any ownership interest in or, except as set forth Section 6.10, any license to any of the Comcast Name and Comcast Marks, (ii) for a period ten (10) years following the Closing Date, contest the ownership or validity of any rights of Comcast or any of its Subsidiaries (other than Newco or any of its Subsidiaries) in or to any of the Core Comcast Marks, and/or (iii) during the term of the Comcast Trademark License, contest the ownership or validity of any rights of Comcast or any of its Subsidiaries (other than Newco or any of its Subsidiaries) in or to any of the Comcast Name and Comcast Marks (other than the Core Comcast Marks).

(c) Notwithstanding anything in this Section 6.10 to the contrary, nothing in this Section 6.10 shall prevent Newco or any of its Subsidiaries, from using any descriptive elements of the Comcast Name and Comcast Marks or making any fair use of the Comcast Name and Comcast Marks.

(d) Comcast, for itself and its Subsidiaries (other than Newco or any of its Subsidiaries), acknowledges and agrees that neither Comcast nor any of its Subsidiaries shall, for a period of ten (10) years following the Closing Date, contest the ownership or validity of any rights of Newco or any of its Subsidiaries

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in or to any of the Trademarks included in the Comcast Owned Intellectual Property.

Section 6.11. Further Action Regarding Intellectual Property and Technology. (a) If, after the Closing Date, GE, NBCU, Comcast or Newco identifies any item of NBCU Intellectual Property, NBCU Technology, Comcast Intellectual Property or Comcast Technology, that was not previously assigned or otherwise transferred by the NBCU Transferors or Comcast Transferors, to Newco, then, to the extent that it has the right to do so without paying material additional compensation to a third party, the NBCU Transferors or Comcast Transferors, as applicable, shall promptly assign and transfer the applicable Intellectual Property or Technology to Newco for no additional consideration, subject to the terms and conditions of this Agreement (including Section 2.05) and the license of (i) any such Comcast Intellectual Property or Comcast Technology to Comcast and its Affiliates on the terms and conditions set forth in the Comcast Intellectual Property Cross License Agreement or (ii) any such NBCU Intellectual Property or NBCU Technology to GE and its Affiliates on the terms and conditions set forth in the GE Intellectual Property Cross License Agreement.

(b) If, after the Closing Date, GE or Newco identifies any item of GE Intellectual Property or GE Technology that was transferred to Newco or one of its Subsidiaries on or prior to the Closing Date, Newco shall (and Comcast shall cause Newco to), or shall cause its applicable Subsidiary to, promptly assign and transfer such GE Intellectual Property or GE Technology to GE or its designated Affiliate for no additional consideration, subject to the license of such GE Intellectual Property or GE Technology to Newco and its Subsidiaries on the terms and conditions set forth in the GE Intellectual Property Cross License Agreement.

(c) If, after the Closing Date, Comcast or Newco identifies any item of Excluded Comcast Intellectual Property or Excluded Comcast Technology that was transferred by the Comcast Transferors to Newco or one of its Subsidiaries on or prior to the Closing Date, Newco shall, or shall cause its applicable Subsidiary to, promptly assign and transfer such Excluded Comcast Intellectual Property or Excluded Comcast Technology to Comcast or its designated Affiliate for no additional consideration, subject to the license of such Excluded Comcast Intellectual Property or Excluded Comcast Technology to Newco and its Subsidiaries on the terms and conditions set forth in the Comcast Intellectual Property Cross License Agreement.

Section 6.12. Ancillary Agreements. At or prior to the Closing, the applicable parties hereto shall or shall cause their applicable respective Affiliates to execute and deliver:

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ARTICLE 7

EMPLOYEE MATTERS

Section 7.01. Employee Matters. With respect to employee matters, the parties have made the representations, warranties and agreements and covenants set forth in Exhibit B-1 (the “NBCU Employee Matters Agreement”) and Exhibit B-2 (the “Comcast Employee Matters Agreement”), each of which is hereby incorporated in, and made a part of, this Agreement as if set forth in full herein.

Section 7.02. Newco Executive Incentive Compensation Summary of Principles. The parties acknowledge the Newco Executive Incentive Compensation Summary of Principles, attached hereto as Exhibit J.

 

ARTICLE 8

TAX MATTERS

Section 8.01. Tax Matters Agreement. Notwithstanding anything in this Agreement to the contrary, all indemnifications, representations, warranties, covenants and agreements among the parties with respect to Tax matters are covered exclusively by the Tax Matters Agreement and the Newco Operating Agreement and nothing contained herein shall give rise to any claim in respect of Taxes. In the event of any conflict with respect to Tax matters between the provisions of this Agreement, on the one hand, and the provisions of the Tax Matters Agreement or the Newco Operating Agreement, on the other hand, the provisions of the Tax Matters Agreement or the Newco Operating Agreement shall control.

ARTICLE 9

CONDITIONS TO CLOSING

Section 9.01. Conditions to Obligations of GE and NBCU. The obligations of GE and NBCU to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, or waiver by GE in its sole discretion, at or prior to the Closing, of each of the following conditions:

(a) Representations and Warranties. The representations and warranties of Comcast set forth in this Agreement or the Tax Matters Agreement shall be true and correct, without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or similar qualification set forth therein (other than in the phrase “materially impair or delay” or in the Designated Comcast

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Representations) in each case as of the Closing Date as though made on the Closing Date (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date); provided that notwithstanding anything to the contrary contained herein, the condition set forth in this Section 9.01(a) shall be deemed to have been satisfied even if any representations or warranties of Comcast (other than those contained in Section 5.01(b) and Section 5.03, which must be true and correct in all material respects) are not so true and correct unless the failure of such representations and warranties of Comcast to be so true and correct, individually or in the aggregate, has had or would reasonably be expected to have a Comcast Material Adverse Effect, or a Material Adverse Effect on Newco, or a material adverse effect on the ability of Comcast or Newco to consummate the transactions contemplated by the Transaction Agreements. GE and NBCU shall have received a certificate signed by an executive officer of Comcast to the effect that the condition set forth in this Section 9.01(a) has been satisfied.

(b) Covenants. Comcast shall, and shall have caused its Subsidiaries to, have performed and complied in all material respects with the obligations and covenants applicable to Comcast or its Subsidiaries, in each case, to be performed and complied with by Comcast or its Subsidiaries at or prior to the Closing in accordance with this Agreement and the Tax Matters Agreement, and GE and NBCU shall have received a certificate signed by an executive officer of Comcast to such effect.

(c) No Governmental Orders. At the Closing Date, there shall be no Governmental Orders in effect, and there shall be no action, investigation, proceeding or litigation instituted, commenced, pending or threatened by or before any Governmental Authority in which a Governmental Authority is a party, (i) that restrains or prohibits or renders illegal the Closing, (ii) that restrains or prohibits or renders illegal the consummation of the other transactions contemplated by the Transaction Agreements, other than the failure of which to be so consummated would not reasonably be expected to have, individually or in the aggregate, a Material Impact on the current or future business operations of GE or Newco or (iii) that would otherwise reasonably be expected to have, individually or in the aggregate, a Material Impact on the current or future business operations of GE or Newco.

(d) Governmental Approvals. The FCC Order and all other Governmental Approvals required by applicable Law to consummate the transactions contemplated by this Agreement, including those set forth in Section 9.01(d) of the NBCU Disclosure Letter to the extent required by applicable Law to consummate the transactions contemplated by this Agreement, shall have been obtained and shall be in full force and effect without any condition or requirement that would reasonably be expected to have, individually or in the aggregate, a

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Material Impact on the current or future business operations of GE or Newco, and any applicable waiting periods in respect thereof shall have expired or been terminated.

(e) Ancillary Agreements. The Ancillary Agreements shall have been duly executed and delivered by each of the parties thereto.

(f) NBCU Financing and NBCU Dividend. All conditions to the obligations of the lenders thereunder to fund the NBCU Financing or Alternative Financing shall have been fulfilled or waived and the lenders thereunder shall be prepared to fund the NBCU Dividend in full.

(g) Comcast Restructuring. The actions contemplated by Section 6.14 of the Comcast Disclosure Letter shall have been completed, in all material respects, on the terms and conditions set forth therein.

(h) Vivendi Agreements. The Transaction Closing (as defined in the Vivendi SPA) shall have been consummated pursuant to the Vivendi SPA.

Section 9.02. Conditions to Obligations of Comcast. The obligation of Comcast to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, or waiver by Comcast in its sole discretion, at or prior to the Closing, of each of the following conditions:

(a) Representations and Warranties. The representations and warranties of GE and NBCU set forth in this Agreement or the Tax Matters Agreement shall be true and correct, without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or similar qualification set forth therein (other than in the phrase “materially impair or delay” or in the Designated NBCU Representations) in each case as of the Closing Date as though made on the Closing Date (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date); provided, however, that notwithstanding anything to the contrary contained herein, the condition set forth in this Section 9.02(a) shall be deemed to have been satisfied even if any representations or warranties of GE and NBCU (other than those contained in Section 3.01(b), Section 3.03, Section 4.01(b), Section 4.01(d) and Section 4.01(e)) are not so true and correct unless the failure of such representations and warranties of GE and NBCU to be so true and correct, individually or in the aggregate, has had or would reasonably be expected to have a NBCU Material Adverse Effect, a Material Adverse Effect on Newco or a material adverse effect on the ability of GE, NBCU or Newco to consummate the transactions contemplated by the Transaction Agreements. Comcast shall have received certificates signed by an executive officer of each of GE and NBCU to the effect

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