EX-10.5 4 dex105.htm COMCAST SERVICES AGREEMENT CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted, which is the subject of a confidential treatment request. This text has been separately filed with the SEC. EXECUTION COPY SERVICES...
Exhibit 10.5
CONFIDENTIAL TREATMENT
[***] Indicates that text has been omitted, which is the subject of a confidential
treatment request. This text has been separately filed with the SEC.
EXECUTION COPY
dated as of January 28, 2011
between
COMCAST CORPORATION
and
NAVY, LLC
TABLE OF CONTENTS
PAGE | ||||||
ARTICLE 1 | ||||||
DEFINITIONS | ||||||
Section 1.01. | Certain Defined Terms | 1 | ||||
ARTICLE 2 | ||||||
SERVICES AND DURATION | ||||||
Section 2.01. | Services | 4 | ||||
Section 2.02. | Duration of Services | 5 | ||||
Section 2.03. | Additional Unspecified Services | 5 | ||||
ARTICLE 3 | ||||||
OTHER ARRANGEMENTS | ||||||
Section 3.01. | Software and Software Licenses | 5 | ||||
ARTICLE 4 | ||||||
ADDITIONAL AGREEMENTS | ||||||
Section 4.01. | Co-location and Facilities Matters | 6 | ||||
Section 4.02. | Access | 9 | ||||
ARTICLE 5 | ||||||
COSTS AND DISBURSEMENTS | ||||||
Section 5.01. | Costs and Disbursements | 9 | ||||
Section 5.02. | No Right to Set-Off | 10 | ||||
ARTICLE 6 | ||||||
STANDARD FOR SERVICE | ||||||
Section 6.01. | Standard for Service | 10 | ||||
Section 6.02. | Disclaimer of Warranties | 11 | ||||
Section 6.03. | Compliance with Laws and Regulations | 11 | ||||
ARTICLE 7 | ||||||
LIMITED LIABILITY AND INDEMNIFICATION | ||||||
Section 7.01. | Limited Liability of a Provider | 11 | ||||
Section 7.02. | Additional Limitation on Liability | 12 |
Section 7.03. | Indemnification of Each Provider by the Relevant Recipient | 12 | ||||
Section 7.04. | Indemnification of Each Recipient by the Relevant Provider | 13 | ||||
Section 7.05. | Notification of Claims | 13 | ||||
Section 7.06. | Exclusive Remedies | 14 | ||||
Section 7.07. | Additional Indemnification Provisions | 14 | ||||
Section 7.08. | Liability for Payment Obligations | 15 | ||||
Section 7.09. | Specific Performance | 15 | ||||
Section 7.10. | Mitigation | 15 | ||||
ARTICLE 8 | ||||||
DISPUTE RESOLUTION | ||||||
Section 8.01. | Dispute Resolution | 15 | ||||
ARTICLE 9 | ||||||
TERM AND TERMINATION | ||||||
Section 9.01. | Term and Termination | 16 | ||||
Section 9.02. | Effect of Termination | 17 | ||||
Section 9.03. | Force Majeure | 18 | ||||
ARTICLE 10 | ||||||
GENERAL PROVISIONS | ||||||
Section 10.01. | No Agency | 19 | ||||
Section 10.02. | Subcontractors | 19 | ||||
Section 10.03. | Confidentiality | 19 | ||||
Section 10.04. | Further Assurances | 21 | ||||
Section 10.05. | Notices | 21 | ||||
Section 10.06. | Severability | 22 | ||||
Section 10.07. | Entire Agreement | 22 | ||||
Section 10.08. | No Third-Party Beneficiaries | 22 | ||||
Section 10.09. | Governing Law | 22 | ||||
Section 10.10. | Venue | 22 | ||||
Section 10.11. | Amendment; Waiver | 23 | ||||
Section 10.12. | Rules of Construction | 23 | ||||
Section 10.13. | Counterparts | 24 | ||||
Section 10.14. | Assignability | 24 | ||||
Section 10.15. | Waiver of Jury Trial | 24 | ||||
Section 10.16. | Non-Recourse | 25 |
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SCHEDULES
SCHEDULE A-1 | Comcast Services (non-HR Services) | |
SCHEDULE A-2 | Comcast HR Services | |
SCHEDULE B | Comcast Facilities | |
SCHEDULE C | Newco Services | |
SCHEDULE D | Newco Facilities |
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This Services Agreement, dated as of January 28, 2011 (this “Agreement”), is made between Comcast Corporation, a Pennsylvania corporation (“Comcast”), and Navy, LLC, a Delaware limited liability company (“Newco”).
ARTICLE 1
(b) The following capitalized terms used in this Agreement shall have the meanings set forth below:
“Additional Services” shall have the meaning set forth in Section 2.03.
“Affiliate” means, with respect to any specified Person, any other Person that, at the time of determination, directly or indirectly through one or more
intermediaries, Controls, is Controlled by or is under common Control with such specified Person; provided, however, that for the purposes of this Agreement, none of Comcast or any of its Subsidiaries shall be deemed Affiliates of Newco and its Subsidiaries.
“Agreement” shall have the meaning set forth in the Preamble.
“Comcast” shall have the meaning set forth in the Preamble.
“Comcast Entities” shall have the meaning set forth in the Recitals.
“Comcast Facilities” shall have the meaning set forth in Section 4.01(b).
“Comcast Services” shall have the meaning set forth in Section 2.01(a).
“Confidential Information” shall have the meaning set forth in Section 10.03(a).
“Controlling Party” shall have the meaning set forth in Section 7.05(b).
“Dispute” shall have the meaning set forth in Section 8.01(a).
“Facilities” shall have the meaning set forth in Section 4.01(b).
“Expiration Date” means the date on which designees of Comcast no longer represent a majority of the board of directors of Newco.
“Force Majeure” means, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), including acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources.
“GE” shall have the meaning set forth in the Recitals.
“GE Entities” means GE and/or its Subsidiaries on the date hereof immediately after giving effect to the Closing.
“Indemnified Party” shall have the meaning set forth in Section 7.05(a).
“Indemnifying Party” shall have the meaning set forth in Section 7.05(a).
“Master Agreement” shall have the meaning set forth in the Recitals.
“Newco” shall have the meaning set forth in the Preamble.
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“Newco Entities” shall have the meaning set forth in the Recitals.
“Newco Facilities” shall have the meaning set forth in Section 4.01(a).
“Newco Operating Agreement” means the Amended and Restated Limited Liability Company Agreement of Newco, dated as of the date hereof, as the same may be amended from time to time.
“Newco Services” shall have the meaning set forth in Section 2.01(a).
“Party” means Comcast and Newco individually, and “Parties” means Comcast and Newco collectively, and, in each case, their permitted successors and assigns.
“Prime Rate” means the prime rate published in the eastern edition of The Wall Street Journal or a comparable newspaper if The Wall Street Journal shall cease publishing the prime rate.
“Provider” means the Party or its Subsidiary providing a Service or an Additional Service under this Agreement.
“Provider Indemnified Party” shall have the meaning set forth in Section 7.01.
“Recipient” means the Party or its Subsidiary to whom a Service or any Additional Service under this Agreement is being provided.
“Recipient Indemnified Party” shall have the meaning set forth in Section 7.04.
“Representatives” shall have the meaning set forth in Section 10.03(a).
“Schedule(s)” means Schedule X-0, Xxxxxxxx X-0, Schedule B, Schedule C and Schedule D, each as attached hereto.
“Service Charges” shall have the meaning set forth in Section 5.01(a).
“Services” shall have the meaning set forth in Section 2.01(a).
“Subsidiary” of any specified Person means (x) any other Person of which such first Person owns (either directly or through one or more other Subsidiaries) a majority of the outstanding Equity Securities or securities carrying a majority of the voting power in the election of the board of directors or other governing body of such Person and with respect to which entity such first Person is not otherwise prohibited contractually or by other legally binding authority from exercising Control or (y) any other Person with respect to which such first
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Person acts as the sole general partner, manager, managing member or trustee (or Persons performing similar functions); provided, however, for the purposes of this Agreement, Newco and its Subsidiaries shall not be deemed to be Subsidiaries of Comcast.
“Termination Charges” means any and all fees or expenses (which may include wind-down costs, breakage fees, early termination fees or charges, minimum volume make-up charges) payable to any unaffiliated third-party provider as a result of any early termination or reduction of a Service.
“Third Party Claim” shall have the meaning set forth in Section 7.05(a).
ARTICLE 2
(b) Notwithstanding anything to the contrary contained in this Agreement or in the Master Agreement, if any Service to be provided by the Provider under this Agreement is (a) provided through a third party provider or (b) dependent in whole or in part upon receipt by the Provider of services, rights (e.g., license rights) or functionalities provided by a third party, the Provider shall not be obligated to provide such Service from and after the earlier of (i) the termination or expiration of the Provider’s agreement with such third party provider or (ii) such time as the Provider no longer is permitted, whether as a result of the passage of time following the consummation of the transactions contemplated by the Master Agreement or by reason of subsequent reductions in the level of Comcast’s direct or indirect ownership percentage in Newco, to (x) continue to provide such Service under its agreement with such third party provider or (y) receive such rights or functionalities from such third party; provided that, in the case of clause (ii), the Provider shall use its commercially reasonable efforts to seek to obtain a waiver of such limitation from such third party (it being understood that the Provider shall not be required to make any payments (unless the Recipient agrees to reimburse the Provider for such payments) or otherwise grant any accommodation to such third party in order to obtain such waiver).
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ARTICLE 3
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however, that Newco shall identify the specific types and quantities of any such software licenses; provided, further, that Comcast shall not be required to pay any fees or other payments (unless Newco agrees to reimburse Comcast for such fees and payments) or incur any obligations to enable Newco to obtain any such license or rights; and provided, further, that Comcast shall not be required to seek broader rights or more favorable terms for Newco than those applicable to the Contributed Comcast Businesses or the NBCU Businesses, as the case may be, prior to the date hereof or as may be applicable to Comcast from time to time hereafter. The Parties acknowledge and agree that there can be no assurance that Comcast’s efforts will be successful or that Newco will be able to obtain such licenses or rights on acceptable terms or at all and, where Comcast enjoys rights under any enterprise, site or similar license grant, the Parties acknowledge that such license may preclude partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities.
(b) If and to the extent requested by Comcast, Newco shall use commercially reasonable efforts to assist Comcast in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary, certain computer software necessary for a Provider to provide, or a Recipient to receive, the Newco Services; provided, however, that Comcast shall identify the specific types and quantities of any such software licenses; provided, further, that Newco shall not be required to pay any fees or other payments (unless Comcast agrees to reimburse Newco for such fees and payments) or incur any obligations to enable Comcast to obtain any such license or rights; and provided, further, that Newco shall not be required to seek broader rights or more favorable terms for Comcast than those applicable to the Contributed Comcast Businesses or the NBCU Businesses, as the case may be, prior to the date hereof or as may be applicable to Newco from time to time hereafter. The Parties acknowledge and agree that there can be no assurance that Newco’s efforts will be successful or that Comcast will be able to obtain such licenses or rights on acceptable terms or at all and, where Newco enjoys rights under any enterprise, site or similar license grant, the Parties acknowledge that such license may preclude partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities.
ARTICLE 4
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Comcast a limited license to use and access space at certain facilities and to continue to use certain equipment located at such facilities (including use of office security and badge services), in each case as listed in Schedule D (the “Newco Facilities”), for substantially the same purposes as used by Comcast other than in the Comcast Contributed Businesses immediately prior to the date hereof. In the event that after the date hereof, either Comcast or Newco determines (i) that there are other facilities where such Party reasonably needs to co-locate in order (A) for the Combined Businesses to continue to operate in substantially the same manner in which the Contributed Comcast Businesses operated prior to the Closing Date or (B) for Comcast or its Subsidiaries to continue to operate in substantially the same manner in which Comcast or its Subsidiaries operated prior to the Closing Date, as applicable, and such other facilities are not listed in Schedule B or Schedule D, as applicable (other than because the Parties agreed that such facilities would not be provided), or (ii) that such Party does not require use of one or more of the Comcast Facilities or Newco Facilities, as the case may be, such Party may request a corresponding change to Schedule B or Schedule D, as applicable, and the Parties will discuss such Party’s request and negotiate in good faith a mutually satisfactory arrangement. For the avoidance of doubt, at each of the Comcast Facilities and Newco Facilities, Comcast and Newco, as the case may be, shall, in addition to providing access and the right to use such facilities, provide to the personnel of Comcast and Newco, as the case may be, substantially all ancillary services that are provided as of the date hereof to its own employees at such facility, such as, by way of example and not limitation, reception, general maintenance (subject to the immediately following sentence), janitorial, security (subject to the immediately following sentence) and telephony services, access to duplication, facsimile, printing and other similar office services, technical and/or computer support services (to the extent provided in accordance with past practices and, subject to the proviso in Section 2.01(b) hereof, to the extent Comcast or Newco continues to be permitted under arrangements with the third party providers of such services to provide such services) and use of cafeteria, breakroom, restroom and other similar facilities. Unless otherwise provided in the Schedules, such ancillary services (i) shall not include research and development services or medical services and (ii) shall only include (A) in the case of security, those services provided in connection with shared areas of a Comcast Facility or a Newco Facility, as the case may be, it being understood that the Provider shall not provide security services to Recipient-specific areas of Provider’s facility (to the extent that it is reasonably practicable for Recipient to provide such services with respect to any such Recipient-specific area) or security passes that permit entrance to Provider-specific areas of Recipient’s facility and (B) in the case of maintenance services, those services historically provided that are general in nature and within the scope of customary maintenance of ordinary wear and tear. Comcast and Newco shall each maintain property insurance covering its respective real and personal property, or in which it has an insurable interest, including real and personal property of Persons in which it has an
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insurable interest or legal obligation to insure, and improvements and betterments, in each case insofar as such real and personal property is used in connection with the Services being provided hereunder.
(b) The Parties shall permit only their authorized Representatives, contractors, invitees or licensees to use the Newco Facilities and Comcast Facilities (collectively, the “Facilities”), as applicable, except as otherwise permitted by the other Party in writing. Each Party shall, and shall cause its respective Subsidiaries, Representatives, contractors, invitees or licensees to, vacate the other Party’s Facilities at or prior to the earliest of (i) the expiration date relating to each Facility set forth in Schedule B or Schedule D, as applicable, (ii) termination of such Service pursuant to Article 9, and (iii) the Expiration Date, and shall deliver over to the other Party or its Subsidiaries, as applicable, the Facilities in the same repair and condition at that date as on the date hereof, ordinary wear and tear and fire or other casualty excepted; provided, however, that, in the event that the third party lease for a Facility specifies otherwise, the Party vacating a Facility shall deliver over such Facility in such repair and condition (taking into account the date that the Party began its occupation of such Facility) as set forth in the third party lease, unless otherwise mutually agreed by the Parties. In addition to the access rights provided under Section 4.02, the Parties or their Subsidiaries, or the landlord in respect of any third party lease, shall have reasonable access to their respective Facilities from time to time as reasonably necessary for the security and maintenance thereof in accordance with past practice and the terms of any third party lease agreement, if applicable; provided, however, that, subject to the terms of any applicable third party lease agreement, each Party shall to the extent reasonably practicable provide reasonable advance notice to the other Party. The Parties agree to maintain commercially appropriate and customary levels (in no event less than what is required by the landlord under the relevant lease agreement) of property and liability insurance in respect of the Facilities they occupy and the activities conducted thereon and to be responsible for, and to indemnify and hold harmless the other Party in accordance with Article 7 hereof in respect of, the acts and omissions of its Subsidiaries, Representatives, contractors, invitees and licensees. Each of the Parties shall, and shall cause its Subsidiaries, Representatives, contractors, invitees and licensees to, comply with (i) all Laws applicable to their use or occupation of any Facility including those relating to environmental and workplace safety matters, (ii) the Party’s applicable site rules, regulations, policies and procedures, and (iii) any applicable requirements of any third party lease governing any Facility to the extent that such requirement relates to the portion of the Facility used by such Party. The Parties shall not make, and shall cause their respective Subsidiaries and Representatives, contractors, invitees and licensees to refrain from making, any material alterations or improvements to the Facilities except with the prior written approval of the other Party or its Subsidiaries, as applicable. The Parties shall provide heating, cooling, electricity
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and other utility services for the respective Facilities substantially consistent with levels provided prior to the date hereof. The rights granted pursuant to this Section 4.01 shall be in the nature of a license and shall not create a leasehold (or right to grant a sublicense or sub-leasehold to any unaffiliated third party) or other estate or possessory rights in Newco or Comcast, or their respective Subsidiaries, Representatives, contractors, invitees or licensees, with respect to the Facilities.
(b) Comcast shall, and shall cause its Subsidiaries to, allow Newco and its Representatives reasonable access to the facilities of Comcast and its Subsidiaries necessary for Newco to provide Services under this Agreement.
ARTICLE 5
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installed products or equipment or any upgrades to existing products or equipment).
(b) Except as otherwise provided in a Schedule, the Provider shall deliver an invoice to the Recipient on a monthly basis for the duration of this Agreement (or at such other frequency as is consistent with the basis on which the Service Charges are determined and, if applicable, charged to Affiliates of the Provider) in arrears for the Service Charges due to the Provider under this Agreement. The Recipient shall pay the amount of such invoice by wire transfer to the Provider within thirty (30) days of the date of such invoice as instructed by the Provider; provided that, to the extent consistent with past practice with respect to Services rendered outside the United States, payments may be made in local currency. If the Recipient fails to pay such amount by such date, the Recipient shall be obligated to pay to the Provider, in addition to the amount due, interest from and including the date such payment is due, to but excluding the date of payment, at an interest rate of 1-1/2% over the Prime Rate in effect from time to time during such period. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days elapsed. As soon as practicable after receipt of any reasonable written request by the Recipient, the Provider shall provide the Recipient with data and documentation supporting the calculation of a particular Service Charge for the purpose of verifying the accuracy of such calculation.
ARTICLE 6
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levels at which the substantially same services were performed by or on behalf of the Contributed Comcast Businesses for Comcast) prior to the Closing Date (or, if not so previously provided, then substantially the same as that applicable to similar services provided to the Provider’s Affiliates or other business components). Notwithstanding the foregoing, the nature, quality and standard of care that the Provider shall provide in delivering a Service shall be substantially the same as the nature, quality and standard of care that the Provider provides to its Affiliates and its other business components with respect to such Service. In the event there is any restriction on the Provider by an existing contract with a third party that would restrict the nature, quality or standard of care applicable to delivery of the Services, the Provider shall use its commercially reasonable efforts to seek to obtain a waiver of such restriction from such third party (it being understood that the Provider shall not be required to make any payments (unless the Recipient agrees to reimburse the Provider for such payments) or otherwise grant any accommodation to such third party in order to obtain such waiver) and, if such waiver is not obtained, the Provider shall use its commercially reasonable best efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 6.01.
ARTICLE 7
LIMITED LIABILITY AND INDEMNIFICATION
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this Agreement, the transactions contemplated by this Agreement or any Provider Indemnified Party’s actions or inactions in connection with any such Services, to the Recipient or its Affiliates or Representatives, except to the extent that the Recipient or its Affiliates or Representatives suffer a Loss that results from such Provider Indemnified Party’s willful breach of this Agreement, or gross negligence or willful misconduct in connection with the provision of any such Services, transactions, actions or inactions.
(b) Except with respect to Losses caused by, resulting from, or arising out of or in connection with (i) Third Party Claims or (ii) willful misconduct, Comcast’s total liability (in connection with the provision of Services by Comcast and its Provider Indemnified Parties) with respect to this Agreement shall not exceed, in the aggregate, the aggregate amount of Service Charges paid hereunder to Comcast.
(c) Except with respect to Losses caused by, resulting from, or arising out of or in connection with (i) Third Party Claims or (ii) willful misconduct, Newco’s total liability (in connection with the provision of Services by Newco and its Provider Indemnified Parties) with respect to this Agreement shall not exceed, in the aggregate, the aggregate amount of Service Charges paid hereunder to Newco.
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for which the Provider is required to indemnify a Recipient Indemnified Party pursuant to Section 7.04.
Section 7.04. Indemnification of Each Recipient by the Relevant Provider. Subject to the limitations set forth in Section 7.02, each Provider shall indemnify and hold harmless each relevant Recipient and its Affiliates and Representatives (each, a “Recipient Indemnified Party”) from and against any Losses, and reimburse each Recipient Indemnified Party for all reasonable expenses as they are incurred, whether or not in connection with pending litigation and whether or not any Recipient Indemnified Party is a Party, to the extent caused by, resulting from, or arising out of or in connection with (i) the willful breach of this Agreement by such Provider or the gross negligence or willful misconduct of such Provider in providing any of the Services rendered or to be rendered by or on behalf of such Provider pursuant to this Agreement or (ii) any violation of applicable Law by such Provider.
(b) Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 7.05(a) with respect to any Third Party Claim, the Indemnifying Party may assume the defense and control of such Third Party Claim. In the event that the Indemnifying Party shall assume the defense of such claim, it shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense; provided that (i) if the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have a conflict of interest or different defenses available with respect to such Third Party Claim or (ii) the Indemnifying Party has not in fact employed counsel to assume control of such defense, the reasonable fees and expenses of one counsel (in addition to local counsel) to the Indemnified Parties shall be considered “Losses” for purposes of this Agreement. The party that shall control the defense of any such Third Party Claim (the “Controlling Party”) shall select counsel, contractors and consultants of recognized standing and competence. Comcast and Newco, as the case may
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be, shall, and shall cause each of their respective Affiliates and Representatives to, cooperate fully with the Controlling Party in the defense of any Third Party Claim. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall be entitled to control such defense. The Controlling Party shall keep the other Party advised of the status of such Third Party Claim and the defense thereof. If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with this Section 7.05(b), the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of, or consenting to the entry of any judgment arising from, such Third Party Claims unless (x) the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement, (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or materially adversely affect any Indemnified Party or the conduct of any Indemnified Party’s business and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim and (y) such settlement or consent shall not include an admission of wrongdoing on the part of any Indemnified Party.
(b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article 7, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses.
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(c) For the avoidance of doubt, Losses covered by Section 7.03 or Section 7.04 hereof may include Losses incurred in connection with a Third Party Claim.
ARTICLE 8
(b) In any Dispute regarding the amount of a Service Charge, if after such Dispute is finally adjudicated pursuant to the dispute resolution and/or judicial process set forth in Section 8.01(a), it is determined that the Service
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Charge that the Provider has invoiced the Recipient, and that the Recipient has paid to the Provider, is greater or less than the amount that the Service Charge should have been, then (i) if it is determined that the Recipient has overpaid the Service Charge, the Provider shall within five (5) Business Days after such determination reimburse the Recipient an amount of cash equal to such overpayment, plus interest, from and including the date of the payment by the Recipient, to but excluding the date of reimbursement by the Provider, at an interest rate of 1-1/2% over the Prime Rate in effect from time to time during such period and (ii) if it is determined that the Recipient has underpaid the Service Charge, the Recipient shall within five (5) Business Days after such determination reimburse the Provider an amount of cash equal to such underpayment, plus interest, from and including the date such payment originally should have been made by the Recipient, to but excluding the date of reimbursement by the Recipient, at an interest rate of 1-1/2% over the Prime Rate in effect from time to time during such period. Any such interest shall be payable at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days elapsed.
ARTICLE 9
Section 9.01. Term and Termination. (a) This Agreement shall commence immediately upon the Closing Date and shall terminate upon the earliest to occur of: (i) the last date on which either Party is obligated to provide any Service to the other Party in accordance with the terms hereof, (ii) the mutual written agreement of the Parties to terminate this Agreement in its entirety and (iii) the Expiration Date. Notwithstanding the foregoing, Comcast and Newco shall agree to provide the Comcast Services and the Newco Services, respectively, on the terms and conditions set forth in this Agreement for a commercially reasonable period following the Expiration Date to the extent necessary to avoid significant disruption to Newco’s or Comcast’s business, as applicable; provided that, during such period, Comcast shall not be obligated to provide services (A) that historically have not been generally provided under transition services agreements to former businesses that were divested by Comcast, (B) that are not appropriate to be provided, in the reasonable judgment of Comcast, due to constraints under Law, (C) that, in accordance with internal policies, procedures or practices of Comcast in effect on the Expiration Date, Comcast does not provide to an entity in which Comcast holds a minority equity interest or (D) that are provided through a third party provider and the relevant Contract with the third party does not permit such service to be provided to Newco.
(b) (i) Without prejudice to a Recipient’s rights with respect to a Force Majeure, a Recipient may from time to time terminate this Agreement with respect to any Service, in whole but not in part: (A) for any reason or no reason
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upon providing at least sixty (60) days’ prior written notice to the Provider of such termination (unless a longer notice period is specified in the Schedules), in each case, subject to the obligation to pay Termination Charges; (B) if the Provider of such Service has failed to perform any of its material obligations under this Agreement with respect to such Service, and such failure shall continue to exist thirty (30) days after receipt by the Provider of written notice of such failure from the Recipient; or (C) immediately upon mutual agreement of the Parties, and (ii) a Provider may terminate this Agreement with respect to one or more Services, in whole but not in part, at any time upon prior written notice to the Recipient if the Recipient has failed to perform any of its material obligations under this Agreement relating to such Services, and such failure shall be continued uncured for a period of thirty (30) days after receipt by the Recipient of a written notice of such failure from the Provider. If the termination of a Service pursuant to clause (i)(A) or (i)(B) would, in the reasonable determination of the Provider, require the termination or partial termination of, or otherwise affect the provision of, any other Service, the Provider shall, in the case of the termination of a Service pursuant to clause (i)(A), within thirty (30) days, and in the case of the termination of a Service pursuant to clause (i)(B), within fifteen (15) days, following the delivery of termination notices pursuant to such clauses, provide written notice to the Recipient listing each such affected Service and Recipient may withdraw its termination notice. If such termination notice is not withdrawn, Provider’s obligation to provide the Services listed in its notice shall terminate automatically with the termination of such Service. The relevant Schedule shall be updated to reflect any terminated Service. In the event that any Service is terminated other than at the end of a month, the Service Charge associated with such Service shall be pro-rated appropriately.
(c) A Recipient may from time to time request a reduction in part of the scope or amount of any Service. If requested to do so by the Recipient, the applicable Service Charge shall, to the extent appropriate (if any), be adjusted in light of all relevant factors, including the costs and benefits to the Provider of any such reductions and any applicable Termination Charges, in a manner consistent with the methodologies used to determine the Service Charges set forth in the applicable Schedules. The relevant Schedule shall be updated to reflect any reduced Service. In the event that any Service is reduced other than at the end of a month, the Service Charge associated with such Service for the month in which such Service is reduced shall be pro-rated appropriately.
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payable in respect of Services pursuant to the terms of this Agreement provided prior to the effective date of termination and (ii) Termination Charges. Upon termination of any Service pursuant to this Agreement, the relevant Provider shall reduce for the next monthly billing period the amount of the Service Charge for the category of Services in which the terminated Service was included (such reduction to reflect the elimination of all costs incurred in connection with the terminated service to the extent the same are not required to provide other Services to the Recipient), and, upon request of the Recipient, the Provider shall provide the Recipient with documentation and/or information regarding the calculation of the amount of the reduction. In connection with termination of any Service, the provisions of this Agreement not relating solely to such terminated Service shall survive any such termination, and in connection with a termination of this Agreement, Article 1, the fourth sentence of Section 4.01(b), Article 7 (including liability in respect of any indemnifiable Losses under this Agreement arising or occurring on or prior to the date of termination), Article 8, Article 9, Article 10, all confidentiality obligations under this Agreement and liability for all due and unpaid Service Charges and Termination Charges shall continue to survive indefinitely.
(b) During the period of a Force Majeure, the Recipient shall be entitled to seek an alternative service provider with respect to such Service(s) and shall be entitled to permanently terminate such Service(s) (and shall be relieved of the obligation to pay Service Charges for such Services(s) throughout the duration of such Force Majeure or any Termination Charges) if a Force Majeure shall continue to exist for more than ten (10) consecutive days, it being understood that
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Recipient shall not be required to provide any advanced notice of such termination to Provider.
ARTICLE 10
(i) to such Party’s Representatives in the normal course of the performance of their duties with respect to this Agreement;
(ii) to the extent required by applicable Law (including complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which a Party is subject); provided that, unless otherwise required by Law, such Party agrees to give the other Party prompt notice of such request(s), to the extent practicable, so that the other Party may
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seek an appropriate protective order or similar relief (and such Party shall cooperate with such efforts by such other Party and shall in any event make only the minimum disclosure required by such Law, rule or regulation);
(iii) to the extent required by the rules and regulations of the Securities and Exchange Commission or stock exchange rules.
Nothing contained herein shall prevent the use (subject, to the extent possible, to a protective order) of Confidential Information in connection with the assertion or defense of any claim by or against any Party.
“Confidential Information” means any information concerning a Party or any Persons that are or become its Subsidiaries or the financial condition, business, operations or prospects of such Party or any such Subsidiaries in the possession of or furnished to any other Party, in each case, as a result of or in connection with the provision of Services pursuant to this Agreement; provided that the term “Confidential Information” does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by such other Party or its directors, officers, employees, shareholders, partners, agents, counsel, investment advisers or other representatives (all such persons being collectively referred to as “Representatives”) in violation of this Agreement, (ii) was available to such other Party on a non-confidential basis prior to its disclosure to such other Party or its Representatives by such Party or (iii) becomes available to such other Party on a non-confidential basis from a source other than such Party after the disclosure of such information to such other Party or its Representatives by such Party, which source is (at the time of receipt of the relevant information) not, to such other Party’s knowledge, bound by a confidentiality agreement with (or other confidentiality obligation to) such Party or another Person; provided that, notwithstanding anything to the contrary contained herein, “Confidential Information” in the possession of Comcast or Newco or any of their respective Subsidiaries prior to the date of this Agreement shall not by virtue of the foregoing exceptions in clause (ii) or (iii) not be deemed Confidential Information and Comcast and Newco shall be obligated to keep or to cause to be kept such information confidential in accordance with the provisions of this Section 10.03 as fully as if they did not have access to such information prior to the date of this Agreement but only received it after the date of this Agreement.
(b) Each Party shall comply with all applicable state, federal and foreign privacy and data protection Laws that are or that may in the future be applicable to the provision of Services hereunder.
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(c) This Section 10.03 shall not apply to the Parties’ obligations in respect of “Confidential Information” (as such term is defined in the Newco Operating Agreement), which shall be governed exclusively by the terms of the Newco Operating Agreement.
(i) | if to Comcast: | |||
Comcast Corporation Xxx Xxxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 | ||||
Attention: | General Counsel | |||
Facsimile: | (000) 000-0000 | |||
with a copy to: | ||||
Xxxxx Xxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 | ||||
Attention: | Xxxxx X. Xxxxxx Xxxx X. Xxxxxxxx | |||
Facsimile: | (000) 000-0000 | |||
(ii) | if to Newco: | |||
NBC Universal, LLC 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, XX 00000 | ||||
Attention: | General Counsel | |||
Facsimile: | (000) 000-0000 |
21
22
and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto by this Agreement irrevocably and unconditionally: submits for itself and its property in any Action relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts of the State of New York sitting in the County of New York, the court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Action shall be heard and determined in such New York State court or, to the extent permitted by Law, in such federal court; consents that any such Action may and shall be brought in such courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in any such court or that such Action was brought in an inconvenient court and agrees not to plead or claim the same; agrees that service of process in any such Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 10.05; and agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New York.
23
the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (j) Comcast and Newco have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in any of this Agreement; (k) a reference to any Person includes such Person’s successors and permitted assigns; (l) any reference to “days” means calendar days unless Business Days are expressly specified; and (m) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and, if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day.
24
25
COMCAST CORPORATION | ||||
By: | /s/ Xxxxxx X. Pick | |||
Name: | Xxxxxx X. Pick | |||
Title: | Senior Vice President |
[Signature Page to Comcast Services Agreement]
NAVY, LLC | ||||
By: | /s/ Xxxxxxx Xxxxxxx | |||
Name: | Xxxxxxx Xxxxxxx | |||
Title: | Vice President and Secretary, Navy Holdings, Inc. its sole member |
[Signature Page to Comcast Services Agreement]
Notes to Schedules to Comcast Services Agreement
Scope of Comcast Services Agreement:
Schedule A-1 shall govern all services provided by Comcast Entities as described in Items 1 (excluding Item 1.1) and 6.3, and certain services as described in Item 5.5, of Section 5.20(a) of the Comcast Disclosure Letter, and shall supersede any existing Related Party Comcast Contracts relating thereto (whether written or oral). Schedule A-1 is not intended to cover any HR-related services (including those described in Items 1.1, 6.1 and 6.2 of Section 5.20(a) of the Comcast Disclosure Letter), which are set forth in Schedule A-2 and provided on the terms set forth in the Comcast Employee Matters Agreement.
Schedule A-2 sets forth a list of HR-related services (including those described in Items 1.1, 6.1 and 6.2 of Section 5.20(a) of the Comcast Disclosure Letter) currently anticipated to be provided by Comcast Entities to Newco or other Newco Entities pursuant to this Agreement, all of which services are also being provided pursuant to the Comcast Employee Matters Agreement, and this Agreement and the Comcast Employee Matters Agreement shall collectively supersede any existing Related Party Comcast Contracts relating to such services (whether written or oral); provided, however, that in the event of any conflict between the terms of this Agreement and the terms of the Comcast Employee Matters Agreement with respect to the provision of the services listed in Schedule A-2 (or any other HR-related services), the terms of the Comcast Employee Matters Agreement shall govern. A failure to include any services in Schedule A-2 shall not be deemed to limit Comcast Entities from providing such services to Newco or other Newco Entities, and the inclusion of any services in Schedule A-2 shall not be deemed to limit Comcast Entities from modifying or terminating such services, in each case in accordance with the terms of the Comcast Employee Matters Agreement and this Agreement as set forth in the preceding sentence.
Schedule B shall govern the use of space by Newco Entities (and provision of related services by Comcast Entities) at the Comcast Facilities as described in Item 4.1 and Item 4.2 of Section 5.20(a) of the Comcast Disclosure Letter, which as of the Closing Date are not subject to written agreements, and shall supersede any existing oral Related Party Comcast Contracts relating thereto. Schedule B does not include any Facility subject to an existing written agreement between a Comcast Entity and a Contributed Comcast Business, each of which shall survive and remain in effect in accordance with its respective terms.
Schedule C shall govern certain services provided by Contributed Comcast Businesses to Comcast Entities as of the Closing Date which are not subject to written agreements, and shall supersede any existing oral Related Party Comcast Contracts relating thereto.
Schedule D is intended to govern the use of space by Comcast Entities (and provision of related services by Newco Entities) at the Newco Facilities, which as of the Closing Date are not subject to written agreements. However, as of the Closing Date, all use of Newco Facilities by Comcast Entities (and provision of related services by Newco Entities) are subject to written agreements between a Comcast Entity and a Contributed Comcast Business, each of which shall survive and remain in effect in accordance with its respective terms.
Except as noted above or as otherwise provided in Section 6.20(b) of the Comcast Disclosure Letter, these Schedules shall not serve to amend, modify, terminate or supersede any Related Party Comcast Contract listed in Section 5.20(a) of the Comcast Disclosure Letter (whether written or oral) except as and to the extent a particular Related Party Comcast Contract is addressed herein, in which case the terms provided herein shall apply, and all such Related Party Comcast Contracts not addressed herein shall survive and remain in effect in accordance with their respective terms.
Footnotes to Schedules:
(1) | Each of these Services will continue until such Service is terminated in accordance with Section 2.02. |
(2) | Each of these Services may be transitioned to Newco and will continue only until such Service is so transitioned or otherwise terminated in accordance with Section 2.02. |
(3) | All Services designated with this Note may be transitioned to Newco, but only all together and not on an individual basis, and will continue only until all such Services are so transitioned together or all such Services (or any of them) is otherwise terminated in accordance with Section 2.02. |
(4) | The identified Service Charges do not include payments to third parties on behalf of, or otherwise attributable to the provision of such Services to, the Newco Entities (including the Contributed Comcast Businesses). All such third party payments will be charged to the applicable Newco Entities to which they relate (with an equitable allocation of any such amounts that relate to Newco Entities and other Comcast Entities). |
Page 1 of 19
Notes to Schedules to Comcast Services Agreement (cont.)
(5) | All Services designated with this Note will be covered under a single annual Service Charge in the amount of [***] for calendar year 2011 (pro rated based upon when the Closing Date occurs), subject to (i) a [***] increase each year thereafter (including on the additional [***] added pursuant to the following clause (ii)) plus (ii) commencing in 2015, the addition of [***] to such Service Charge (in addition to the [***] increase for that year pursuant to the foregoing clause (i)). This Service Charge will be charged to Newco in advance in equal monthly installments. The amount of this Service Charge has been determined based upon Comcast’s anticipated reasonable fully allocated costs in providing such Services to Newco. |
(6) | For purposes of the column, the following terms shall have the following respective meanings: |
“Contributed Comcast Business Employees” means (i) all Comcast Transferred Employees (as defined in the Comcast Employee Matters Agreement), including employees covered under the Comcast Global Employee Services Agreement dated the Closing Date between Comcast and Newco, and (ii) all individuals who become employees of any Contributed Comcast Business following the Closing and are added to Comcast’s payroll/benefits platform (which will not include any individuals who transfer from positions with NBCU Businesses), but excluding any of the foregoing who (a) are International Comcast Transferred Employees or (b) transfer to positions with NBCU Businesses at or following the Closing and are added to Newco’s (or any of its Subsidiaries’) payroll/benefits platform rather than remaining on Comcast’s payroll/benefits platform.
“Qualifying Newco Employees” means (i) NBCU Business Employees (as defined in the NBCU Employee Matters Agreement) who are on GE’s payroll/benefits platform as of immediately prior to the Closing and become Newco Employees (as defined in the Comcast Employee Matters Agreement) at Closing and are added to Newco’s (but not one of its Subsidiaries’) payroll/benefits platform, and (ii) all individuals who become employees of any NBCU Business following the Closing and are added to Newco’s (but not one of its Subsidiaries’) payroll/benefits platform (including individuals who transfer from positions with Contributed Comcast Businesses), but excluding any of the foregoing who are International NBCU Transferred Employees.
“Newco Employees” has the meaning ascribed in the Comcast Employee Matters Agreement.
(7) | For purposes of this Item only, “Contributed Comcast Business Employees” includes any individuals (whether or not a Comcast Transferred Employee) who transfer from a position with Comcast or any Comcast Subsidiary (including any Contributed Comcast Business) to a position with an NBCU Business at or following the Closing and make an election to continue contributing to Comcast’s deferred compensation plan rather than participating in Newco’s deferred compensation program. |
(8) | Each of these services will terminate upon transition of Contributed Comcast Business Employees to Newco’s payroll/benefits platform, which is currently anticipated to occur on January 1, 2012. |
(9) | This Anticipated Service Charge Methodology reflects a preliminary estimate of the methodology and, where appropriate, amount of the charges for each service. The actual charges associated with these services will be governed by the terms of the Comcast Employee Matters Agreement. |
(10) | The identified Service Charges reflect the actual monthly rent plus approximate additional monthly charges to the applicable Contributed Comcast Business(es) during calendar year 2010, and cover only the space identified under Current Usage. With respect to any additional space in excess of the Current Usage, the Service Charges may be adjusted to reflect Comcast’s reasonable fully allocated cost in providing the additional space and related services. For purposes of the foregoing, it is understood that the allocation of costs by Comcast in substantially the same manner as it allocates costs generally across its businesses shall be deemed “reasonable”. |
(11) | For each Comcast Facility, use of space identified under Current Usage and related services will continue until the earliest of (i) the date the applicable Comcast Entity no longer occupies such Comcast Facility, (ii) the date the applicable Newco Business(es) no longer require use of such space, provided that Newco provides Comcast with at least 12 months advance written notice, or (iii) termination in accordance with Section 4.01(b). |
(12) | Each of these Services will continue until the earlier of (i) the date the applicable Comcast Service Recipient notifies Newco that it no longer requires such Service, or (ii) termination in accordance with Section 2.02. |
Page 2 of 19
Schedule A-1
Comcast Services to be Provided to Newco Entities
Item Number | Function | Short Description | Description | Comcast Service Provider | Newco Service Recipient(s) | Service Expiration Date |
Service Charge to Contributed Comcast Businesses (4) | Service Charge to Other Newco Entities (4) | ||||||||
CORP-1 | Corporate | Executive Management | Management and oversight services by Comcast’s executive management team. | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
CORP-2 | Corporate | Corporate Development | Management of all merger and acquisition, joint venture, divestiture and new investment activities. | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
CORP-3 | Corporate | Strategy and Planning | Advise on strategic issues and initiatives on a case by case basis. | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
CORP-4 | Corporate | External and Regulatory Affairs | Provide advice and assistance to international and U.S. federal, state and local government affairs and public relations personnel at Newco businesses; manage public policy activities; oversee and set strategy for regulatory and legislative efforts company-wide. | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
CORP-5 | Corporate | Aviation | With respect to Comcast executives (including Comcast executives who are also Newco executives) traveling on Newco business, plan travel arrangements through Classic Services and provide air transportation on Comcast-operated and chartered airplanes. Oversee Newco’s aviation practices with respect to Newco’s executive and talent travel, including approval of Newco’s aviation policy and the charter companies used to provide aviation services, and review of annual reporting of Newco’s aviation usage. | Comcast Corp | All Newco Entities | (1) | Individual business units are charged in accordance with Comcast’s internal billing policy for corporate aircraft, which currently provides that (i) use of Comcast Corporate Aircrafts is charged at a flat billing rate per flight hour determined on a quarterly basis based on the actual variable costs (e.g., temporary help, fuel, repairs and maintenance, aircraft telephone, catering, outside services, crew services and trip expenses) of operating such planes for that period; and (ii) use of Net Jets and other Charter flights is charged based on the actual invoiced costs. Costs for flights with employees from multiple business units are apportioned based on number of employees from each business unit. | |||||||||
CORP-6 | Corporate | Travel Services | Manage and administer employee travel services through Comcast travel agent (currently Xxxxxxx Wagonlit). | Comcast Corp | All Contributed Comcast Subsidiaries | (2) | [***] | N/A | ||||||||
CORP-7 | Corporate | Relocation Services | Manage and administer employee relocation services through third party service. | Comcast Corp | All Contributed Comcast Subsidiaries | (2) | [***] | N/A | ||||||||
IT-1 | Information Technology | Directory Services | Administer secure access to internal Comcast network through use of Active Directory Authentication, DNS, DHCP and IP address management. | Comcast Cable | All Comcast Programming personnel located at any of the facilities identified in Schedule B or CMC’s Littleton, CO facility and Versus personnel located at its Stamford, CT facility, all as of Closing | (2) | [***] | N/A | ||||||||
IT-2 | Information Technology | Instant Messaging | Setup and administer instant messaging communications using Microsoft Communicator. | Comcast Cable | All Comcast Programming personnel located at any of the facilities identified in Schedule B or CMC’s Littleton, CO facility and Versus personnel located at its Stamford, CT facility, all as of Closing | (2) | [***] | N/A |
Page 3 of 19
Schedule A-1
Comcast Services to be Provided to Newco Entities
Item Number | Function | Short Description | Description | Comcast Service Provider | Newco Service Recipient(s) | Service Expiration Date |
Service Charge to Contributed Comcast Businesses (4) | Service Charge to Other Newco Entities (4) | ||||||||
IT-3 | Information Technology | Record Retention | Administer electronic record retention for legal demands, including eDiscovery, data collection for electronic records for e-mail, IM, custodian documents and voicemail. | Comcast Cable | All Comcast Programming personnel located at any of the facilities identified in Schedule B or CMC’s Littleton, CO facility and Versus personnel located at its Stamford, CT facility, all as of Closing | (2) | [***] | N/A | ||||||||
IT-4 | Information Technology | Helpdesk | Provide IT support to employees 24x7x365 through toll-free phone and web for service incidents and requests. | Comcast Cable | All Comcast Programming personnel located at any of the facilities identified in Schedule B or CMC’s Littleton, CO facility and Versus personnel located at its Stamford, CT facility, all as of Closing | (2) | [***] | N/A | ||||||||
IT-5 | Information Technology | PC Support | Provide PC support, maintenance and upgrades for desktop / laptop workstations. | Comcast Cable | All Comcast Programming personnel located at any of the facilities identified in Schedule B or CMC’s Littleton, CO facility, all as of Closing | (2) | [***] | N/A | ||||||||
IT-6 | Information Technology | Phone Support | Provide support for desk / office phones. | Comcast Cable | All Comcast Programming personnel located at any of the facilities identified in Schedule B or CMC’s Littleton, CO facility, all as of Closing | (2) | [***] | N/A | ||||||||
IT-7 | Information Technology | Procurement | Procure and maintain inventory for IT assets such as PC, phones and other accessories. | Comcast Cable | All Comcast Programming personnel located at any of the facilities identified in Schedule B or CMC’s Littleton, CO facility, all as of Closing | (2) | [***] | N/A | ||||||||
IT-8 | Information Technology | Conferencing Services | Administer audio and video conferencing services (e.g., Intercall and LiveMeeting). | Comcast Cable | All Contributed Comcast Businesses | (2) | [***] | N/A | ||||||||
IT-9 | Information Technology | Telecom Services | Manage and administer telecommunications billing and order management for telephony related services. | Comcast Cable | All Comcast Programming personnel located at any of the facilities identified in Schedule B or CMC’s Littleton, CO facility, all as of Closing | (2) | [***] | N/A | ||||||||
IT-10 | Information Technology | Data Connectivity | Manage and administer data circuits and connectivity, including provisioning and monitoring services. | Comcast Cable | All Comcast Programming personnel located at any of the facilities identified in Schedule B or CMC’s Littleton, CO facility, all as of Closing | (2) | [***] | N/A |
Page 4 of 19
Schedule A-1
Comcast Services to be Provided to Newco Entities
Item Number | Function | Short Description | Description | Comcast Service Provider | Newco Service Recipient(s) | Service Expiration Date |
Service Charge to Contributed Comcast Businesses (4) | Service Charge to Other Newco Entities (4) | ||||||||
IT-11 | Information Technology | Voice Connectivity | Manage and administer voice circuits and connectivity, including provisioning and monitoring services. | Comcast Cable | All Comcast Programming personnel located at any of the facilities identified in Schedule B, CMC’s Littleton, CO facility or Comcast Programming’s New York, NY facility, all as of Closing | (2) | [***] | N/A | ||||||||
IT-12 | Information Technology | IP Network | Manage and maintain IP Network; network transport for LAN / WAN communications. | Comcast Cable | All Comcast Programming personnel located at any of the facilities identified in Schedule B or CMC’s Littleton, CO facility, all as of Closing | (2) | [***] | N/A | ||||||||
IT-13 | Information Technology | Remote Access Services | Provide and administer remote access services via secure VPN. | Comcast Cable | All Comcast Programming personnel located at any of the facilities identified in Schedule B or CMC’s Littleton, CO facility, all as of Closing | (2) | [***] | N/A | ||||||||
IT-14 | Information Technology | PC/Network Security | Provide and maintain end-point security in alignment with compliance objectives (PCI, SOX, etc.), such as anti-virus, anti-malware, personal firewall, laptop encryption, etc. | Comcast Cable | All Comcast Programming personnel located at any of the facilities identified in Schedule B or CMC’s Littleton, CO facility, all as of Closing | (2) | [***] | N/A | ||||||||
IT-15 | Information Technology | Enterprise Licensing | Negotiate and maintain enterprise license agreements (e.g., Microsoft Enterprise) and provide access to such agreements as applicable. | Comcast Cable | All Contributed Comcast Businesses | (2) | [***] | N/A | ||||||||
IT-16 | Information Technology | Comcast-Spectacor IT Services | Provide the IT services described in Items IT-1 through IT-15 above to Comcast Sports Management Services and the Comcast Regional Sports/News Networks, except for any such services provided by Comcast Cable as described above. | Comcast-Spectacor | Comcast Sports Management Services and the Comcast Regional Sports/News Networks | (2) | Charges are negotiated annually based on Comcast-Spectacor’s IT costs and the total number of users at Comcast Sports Management Services and the Comcast Regional Sports/News Networks. For 7/1/10 - 6/30/11, charges are approximately [***]. | N/A | ||||||||
IT-17 | Information Technology | Domain Name Management and Hosting (Non-Comcast Domains) | Manage, through its secured domain registrar (currently Corporation Service Company (CSC)), all domain names (excluding those subject to the Amended and Restated Trademark License Agreement dated as of November 18, 2009 by and among Comcast Corporation and the Contributed Comcast Subsidiaries party thereto, as amended) for the Contributed Comcast Subsidiaries (excluding NECN, Exercise TV and those comprising the Comcast Entertainment Group) and host all DNS for such domain names. | Comcast Cable | All Contributed Comcast Subsidiaries other than NECN, Exercise TV and those comprising the Comcast Entertainment Group | (2) | [***] | N/A |
Page 5 of 19
Schedule A-1
Comcast Services to be Provided to Newco Entities
Item Number | Function | Short Description | Description | Comcast Service Provider | Newco Service Recipient(s) | Service Expiration Date |
Service Charge to Contributed Comcast Businesses (4) | Service Charge to Other Newco Entities (4) | ||||||||
IT-18 | Information Technology | Domain Name Management and Hosting (Comcast Domains) | Manage, through its secured domain registrar (currently Corporation Service Company (CSC)), all domain names subject to the Amended and Restated Trademark License Agreement dated as of November 18, 2009 by and among Comcast Corporation and the Contributed Comcast Subsidiaries party thereto, as amended, for such Contributed Comcast Subsidiaries and host all DNS for such domain names. | Comcast Cable | All Contributed Comcast Subsidiaries subject to the Amended and Restated Trademark License Agreement dated as of November 18, 2009 by and among Comcast Corporation and the Contributed Comcast Subsidiaries party thereto, as amended | (1) | [***] | N/A | ||||||||
T/CF-1 | Treasury/Corp Finance | Financings | Oversee, structure and secure all financing related to the capitalization of the Newco Entities (e.g., bank, bond, other forms of funding). | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
T/CF-2 | Treasury/Corp Finance | Borrowings | Oversee cash fundings, revolver and commercial paper borrowings by the Newco Entities as needed. | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
T/CF-3 | Treasury/Corp Finance | Forecasting | Provide cash forecasting support and review (does not include the cash forecasting function itself, which will be performed by Newco personnel). | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
T/CF-4 | Treasury/Corp Finance | Letters of Credit | Manage issuance, maintenance and fee processing for all letters of credit. | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
T/CF-5 | Treasury/Corp Finance | Derivatives - Interest Rate Swaps | Manage analysis, execution, valuation and ISDA management of all interest rate swaps, including compliance with Comcast’s derivatives policy. | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
T/CF-6 | Treasury/Corp Finance | Derivatives - Foreign Exchange Rate Swaps | Oversee foreign exchange rate swap function, including compliance with Comcast’s derivatives policy (does not include the analysis, execution, valuation and ISDA management of such swaps, which will be performed by Newco personnel). | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
T/CF-7 | Treasury/Corp Finance | Bank Relationships | Manage and maintain bank relationships. | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
T/CF-8 | Treasury/Corp Finance | Cash Management | Provide cash management services, including liquidity management, investment of short term cash, opening and closing bank accounts and product support, analysis and approval of bank bills. | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
T/CF-9 | Treasury/Corp Finance | DHC Management Services | Provide management, business, accounting and financial services to subsidiaries that are organized as Delaware Holding Companies pursuant to written management agreements entered into with each such DHC. | Comcast Capital Corporation | All Newco Entities organized as DHCs | (1) | [***] (subject to annual adjustment on the same basis as applied to other Comcast-owned DHCs). | |||||||||
T/CF-10 | Treasury/Corp Finance | Software | Administer Treasury workstation software (Xxxxxxxx Reuters), account analysis software (Xxxxxxx) and bank account management software. | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
INS-1 | Insurance/Risk Management | Insurance Services | Manage insurance portfolio, including placement and administration of all insurance policies and related programs, providing information and advice regarding insurance coverage, contract language/requirements, new projects and shows and addressing third party production coverage issues or concerns. | Comcast Corp | All Newco Entities | (1) | [***] | (5) |
Page 6 of 19
Schedule A-1
Comcast Services to be Provided to Newco Entities
Item Number | Function | Short Description | Description | Comcast Service Provider | Newco Service Recipient(s) | Service Expiration Date |
Service Charge to Contributed Comcast Businesses (4) | Service Charge to Other Newco Entities (4) | ||||||||
INS-2 | Insurance/Risk Management | Insurance Coverage | Participation for Newco businesses under Comcast’s company-wide insurance program, where appropriate. | Comcast Corp | All Newco Entities | (1) | Premiums and other insurance costs (e.g., broker fees) for insurance policies applicable to a specific individual business unit are charged directly to that business unit; premiums and other insurance costs for all other insurance policies are allocated across all applicable business units based on appropriate metric (e.g., percentage of total property values for property insurance; headcount for employee practices liability insurance; revenue for errors & omissions insurance; etc.); claim deductibles are charged to the individual business unit to which the claim relates. | |||||||||
INS-3 | Insurance/Risk Management | Insurer/Broker Relationships | Manage and maintain broker and insurer relationships, including monitoring adherence to service standards/contracts and conduct claim reviews, conducting periodic stewardship meetings (no less than once per year), and monitoring the administrative performance of brokers to ensure satisfaction of certificate of insurance needs. | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
INS-4 | Insurance/Risk Management | Budget Guidance | Provide budget guidance as it relates to insurance, including reviewing all premium and claim-related invoices and approving payment. | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
F/A-1 | Finance/Accounting | SEC Reporting | Review all required SEC submissions (e.g., annual 10-Ks, quarterly 10-Qs, periodic 8-Ks for significant events) (does not include preparation of filings, which will be performed by Newco personnel). | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
F/A-2 | Finance/Accounting | General Accounting Advice | Provide support and advice for GAAP and other general accounting and reporting questions. | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
F/A-3 | Finance/Accounting | Equity Compensation | Provide accounting services relating to equity compensation awards. | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
F/A-4 | Finance/Accounting | Audits | Oversee audits by independent accounting firms. | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
F/A-5 | Finance/Accounting | Software and Systems | Provide access to, and support for, finance and accounting software and systems, including Oracle (GL, AP and fixed asset), Essbase (financial), SAP (payroll), Hyperion (financial) and ADP (payroll check processing). | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
F/A-6 | Finance/Accounting | CIM General Accounting | Provide the following general accounting services: - facilitate internal and external financial reporting, including maintenance of general ledger and essbase systems and preparation and submission of quarterly and year-end reporting to corporate accounting - prepare certain journal entries - review and post journal entries into Oracle - select balance sheet account reconciliations - compile and submit certain tax schedules to corporate tax department - maintain fixed asset ledger, including preparation of fixed and intangible asset roll-forward schedules - manage software capitalization policies and procedures - liaison with external auditors - provide general guidance related to company policies and GAAP | Comcast Interactive Media / Comcast Cable | Fandango (including Fandango Marketing); DailyCandy (including DailyCandy Commerce); CIM National Sales and CIM Advertising Strategy and Operations | (2) | [***] | N/A | ||||||||
F/A-7 | Finance/Accounting | CIM Accounts Payable Services | Provide the following accounts payable management services: - processing invoices - disburse checks and ACH/wires - process 1099s - review expense reports for compliance with Comcast policies - administer P-card program | Comcast Interactive Media / Comcast Cable | Fandango (including Fandango Marketing); DailyCandy (including DailyCandy Commerce); CIM National Sales and CIM Advertising Strategy and Operations | (2) | [***] | N/A |
Page 7 of 19
Schedule A-1
Comcast Services to be Provided to Newco Entities
Item Number | Function | Short Description | Description | Comcast Service Provider | Newco Service Recipient(s) | Service Expiration Date |
Service Charge to Contributed Comcast Businesses (4) | Service Charge to Other Newco Entities (4) | ||||||||
F/A-8 | Finance/Accounting | CIM Payroll Services | Provide the following payroll services: - administer bi-weekly payroll in SAP system - prepare payroll and compensation-related journal entries | Comcast Interactive Media / Comcast Cable | Fandango (including Fandango Marketing); DailyCandy (including DailyCandy Commerce); CIM National Sales and CIM Advertising Strategy and Operations | (2) | [***] | N/A | ||||||||
F/A-9 | Finance/Accounting | CIM Billing Services | Provide the following services: - prepare and distribute customer invoices - record cash receipts into lockbox - perform routine collection activities - add/change customer master in subledger | Comcast Interactive Media / Comcast Cable | DailyCandy (including DailyCandy Commerce) | (2) | [***] | N/A | ||||||||
F/A-10 | Finance/Accounting | CIM Accounts Receivable Services | Administer A/R allowance/write-off policies and procedures | Comcast Interactive Media / Comcast Cable | Fandango (including Fandango Marketing); DailyCandy (including DailyCandy Commerce); CIM National Sales and CIM Advertising Strategy and Operations | (2) | [***] | N/A | ||||||||
IA-1 | Internal Audit | General Audit Services | Conduct reviews and audits of financial processes and outputs, internal controls, risk management and corporate governance. | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
IA-2 | Internal Audit | SOX Services | Conduct audits required under the Xxxxxxxx-Xxxxx Act to ensure that controls over the financial reporting processes operate effectively, including documenting procedures, identifying risk and testing controls. | Comcast Corp | All Newco Entities | (1) | (5) | (5) | ||||||||
TAX-1 | Tax | Tax Returns | Compile and file all applicable federal, state, local and foreign tax returns for Contributed Comcast Businesses. | Comcast Corp | All Contributed Comcast Subsidiaries | (2) | [***] | N/A | ||||||||
TAX-2 | Tax | Tax Payments | Administer quarterly and annual estimated and actual payments by Contributed Comcast Businesses to all federal, state and local revenue service entities. | Comcast Corp | All Contributed Comcast Subsidiaries | (2) | [***] | N/A | ||||||||
TAX-3 | Tax | Tax Oversight and Advice | Oversee Newco tax function, including providing general tax advice regarding structuring, negotiating and implementing transactions and business activities, but excluding any services that are provided by the “Tax Matters Member” under Newco’s LLC agreement. | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
CP-1 | Corporate Purchasing | Procurement Services | Provide access to and use of Comcast Corporate Contracts assuming that Comcast’s ownership percentage of Newco is sufficient to allow the use. Comcast should proactively supply a list of relevant contracts for which Newco qualifies for participation under the applicable ownership thresholds. Comcast shall have no obligation to negotiate for particular ownership thresholds in any particular contract in order to permit participation by Newco thereunder. Comcast may limit Newco’s access to sensitive contracts or portions thereof. | Comcast Cable | All Newco Entities | (1) | [***] | (5) | ||||||||
L/C-1 | Legal/Compliance | Legal Services | Provide (i) legal advice regarding mergers and acquisitions, divestitures, joint ventures, investments, financings and other similar transactional activities; (ii) legal oversight of antitrust matters; and (iii) legal advice regarding SEC matters and approval and coordination of SEC filings required to be made by Newco. | Comcast Corp | All Newco Entities | (1) | [***] | (5) |
Page 8 of 19
Schedule A-1
Comcast Services to be Provided to Newco Entities
Item Number | Function | Short Description | Description | Comcast Service Provider | Newco Service Recipient(s) | Service Expiration Date |
Service Charge to Contributed Comcast Businesses (4) | Service Charge to Other Newco Entities (4) | ||||||||
L/C-2 | Legal/Compliance | Transition of Legal Matters | Transition all outstanding legal matters (other than those described in Item L/C-1) relating to the Contributed Comcast Businesses as of the Closing to Newco personnel, including employee benefits and ERISA matters; SEC, FCC and other regulatory matters; intellectual property matters (including patent prosecution, patent litigation, trademark, domain name and copyright registration and protection and technology, licensing and rights agreements); labor and employment matters (including employment, severance and related agreements); real estate matters; litigation; and other miscellaneous legal matters, including transfer of all relevant records and files. | Comcast Corp | All Contributed Comcast Subsidiaries | (2) | [***] | N/A | ||||||||
L/C-3 | Legal/Compliance | Legal Administration | Maintain and administer legal organization charts and legal policy database and coordinate various contract databases between Comcast and Newco. | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
L/C-4 | Legal/Compliance | Legal Administration Transition | Provide access to, and support for, e-billing and matter management software, legal hold software and other applicable software and systems. Provide other corporate services, such as maintaining minute books, handling annual meetings and related legal entity administration. | Comcast Corp | All Contributed Comcast Subsidiaries | (2) | [***] | N/A | ||||||||
L/C-5 | Legal/Compliance | Comcast Code of Conduct | Maintain and administer Comcast Code of Conduct and included policies; develop, maintain and administer online integrity training courses; develop, maintain and administer eCOI tool. | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
L/C-6 | Legal/Compliance | Legal Compliance/ Policies | Maintain and administer legal risk assessment project; legal aspects of ERM processes; legal aspects of SOX processes; political activities compliance (e.g., pay-to-play); EthicsPoint Case Management System/Helpline; and other policies, procedures and tools adopted or specified by the Comcast Law Department (excluding Records Retention). | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
L/C-7 | Legal/Compliance | Strategic Intellectual Property | Provide advice and support for patent litigation, patent licensing and other patent-related matters. Manage and administer patent harvesting (e.g., assisting in the capture of new patentable ideas) and patent acquisition/licensing activities. | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
L/C-8 | Legal/Compliance | Comcast-Spectacor Legal Services | Provide legal advice and assistance to Comcast Sports Management Services and the Comcast Regional Sports/News Networks as needed, consistent with past practice. | Comcast-Spectacor | Comcast Sports Management Services and the Comcast Regional Sports/News Networks | (2) | Charges are negotiated annually based on estimated time spent on matters for Contributed Comcast Businesses. For 7/1/10 - 6/30/11, charges are approximately [***] | N/A | ||||||||
CC-1 | Corporate Communications | Employee Communications | Manage and provide access to TeamComcast, Comcast Live, Team Fan, Leadership Link and other internal communications resources for employee communication. | Comcast Corp | All Contributed Comcast Subsidiaries | (2) | [***] | N/A | ||||||||
CC-2 | Corporate Communications | Employee Communications | Provide relevant content from Comcast’s internal employee communications resources for use with Newco’s internal employee communications resources. | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
CC-3 | Corporate Communications | External Communications | Provide advice and assistance to communications departments of Newco businesses relating to press releases and other media communications; set strategy and coordinate media messaging company-wide. | Comcast Corp | All Newco Entities | (1) | [***] | (5) |
Page 9 of 19
Schedule A-1
Comcast Services to be Provided to Newco Entities
Item Number | Function | Short Description | Description | Comcast Service Provider | Newco Service Recipient(s) | Service Expiration Date |
Service Charge to Contributed Comcast Businesses (4) | Service Charge to Other Newco Entities (4) | ||||||||
CC-4 | Corporate Communications | Investor Relations | Provide financial and operational information to institutional and individual investors and financial analysts; include Newco financial information in quarterly earnings releases, earnings calls, annual shareholder meeting materials; assist in coordinating public disclosure of financial information with Comcast and Newco accounting and financial personnel. | Comcast Corp | All Newco Entities | (1) | [***] | (5) | ||||||||
T/O-1 | Technical/ Operations | Fiber Distribution | Provide Comcast SportsNet Philadelphia with the following access to Comcast Cable’s fiber network (all feeds are in IP format): - 1 SD program service feed and 1 HD program service feed of CSN-Phi’s service from Wachovia Center, Philadelphia, PA to Comcast Cable’s applicable regional headends - 6 contribution link feeds from Wachovia Center, Philadelphia, PA to other Comcast Sports Group locations - 2 interconnect feeds from Wachovia Center, Philadelphia, PA to The Comcast Network’s studio in Penns Landing, Philadelphia, PA | Comcast Cable | Comcast SportsNet Philadelphia | (3) | [***] | N/A | ||||||||
T/O-2 | Technical/ Operations | Signal Transport | Provide signal transport for CSN-Phi’s program service from Wachovia Center, Philadelphia, PA to Xxxxxxxxx Cable’s headend in Oxford, PA. | Comcast Cable | Comcast SportsNet Philadelphia | (3) | [***] | N/A | ||||||||
T/O-3 | Technical/ Operations | Fiber Distribution | Provide The Comcast Network with the following access to Comcast Cable’s fiber network (all feeds are in IP format): - 1 SD program service feed and 1 HD program service feed of TCN’s Philadelphia zone service from TCN’s studio in Penns Landing, Philadelphia, PA to Comcast Cable’s applicable regional headends - 1 SD program service feed and 1 HD program service feed of TCN’s Mid-Atlantic zone service from TCN’s studio in Penns Landing, Philadelphia, PA to Comcast Cable’s applicable regional headends - 1 SD program service feed of TCN’s National zone service from TCN’s studio in Penns Landing, Philadelphia, PA to Comcast Cable’s applicable regional headends - 2 backhaul feeds from TCN’s studio in Washington, DC to other Comcast Sports Group locations - 1 SD contribution link, 1 HD contribution link and 5 inbound programming links from Comcast Sports Group locations to TCN’s studio in Penns Landing, Philadelphia, PA | Comcast Cable | The Comcast Network | (3) | [***] | N/A |
Page 10 of 19
Schedule A-1
Comcast Services to be Provided to Newco Entities
Item Number | Function | Short Description | Description | Comcast Service Provider | Newco Service Recipient(s) | Service Expiration Date |
Service Charge to Contributed Comcast Businesses (4) | Service Charge to Other Newco Entities (4) | ||||||||
T/O-4 | Technical/ Operations | Fiber Distribution | Provide Comcast SportsNet Mid-Atlantic with the following access to Comcast Cable’s fiber network (all feeds are in IP format): - 1 HD service feed of CSN-MA’s Washington service from CSN-MA’s facility in Bethesda, MD to Comcast Cable’s applicable regional headends - 1 HD service feed of CSN-MA’s Baltimore service from CSN-MA’s facility in Bethesda, MD to Comcast Cable’s applicable regional headends - 1 programming feed from Univ. of MD, College Park, MD to CSN-MA’s facility in Bethesda, MD - 6 contribution links from CSN-MA’s facility in Bethesda, MD to other Comcast Sports Group locations - 1 event backhaul feed from Verizon Center, Washington, DC to CSN-MA’s facility in Bethesda, MD - 2 event backhaul feeds from CSN-MA’s studio in Baltimore, MD to CSN-MA’s facility in Bethesda, MD - 1 news feed from Raven’s stadium, Owing Xxxxx, MD to CSN-MA’s facility in Bethesda, MD - 1 news feed from Orioles’ Camden Yards, Baltimore, MD to CSN-MA’s facility in Bethesda, MD - 4 event backhaul feeds from Redskins’ FedEx Field, Landover, MD to CSN-MA’s facility in Bethesda, MD - 4 inbound programming links from Comcast Sports Group locations to CSN-MA’s facility in Bethesda, MD | Comcast Cable | Comcast SportsNet Mid-Atlantic | (3) | [***] | N/A | ||||||||
T/O-5 | Technical/ Operations | Fiber Distribution | Provide Comcast SportsNet Northwest with the following access to Comcast Cable’s fiber network (all feeds are in IP format): - 1 backhaul feed from KJR radio, Seattle, WA to Rose Garden, Portland, OR - 1 backhaul feed (of Rainiers Baseball) from Tacoma, WA to Rose Garden, Portland, OR - 1 program feed (used for NBA blackouts in Spokane, WA) from Rose Garden, Portland, OR to Comcast Cable’s Spokane, WA headend | Comcast Cable | Comcast SportsNet Northwest | (3) | [***] | N/A | ||||||||
T/O-6 | Technical/ Operations | Fiber Distribution | Provide Cable Sports Southeast with the following access to Comcast Cable’s fiber network (all feeds are in IP format): - 1 backhaul feed from each of Xxxxxx Field, Georgia Dome, Xxxxxxxx Arena and WXIA-TV, all in Atlanta, GA to CSS’s facility in Norcross, GA - 1 bi-directional link from Level 3’s Atlanta POP to CSS’s facility in Norcross, GA - 1 backhaul feed from WQXI radio, Crawford, GA to CSS’s facility in Norcross, GA - 1 backhaul feed (of Gwinnet Braves Baseball) from Charter’s facility in Sugar Hill, GA to CSS’s facility in Norcross, GA | Comcast Cable | Cable Sports Southeast | (3) | [***] | N/A | ||||||||
T/O-7 | Technical/ Operations | Fiber Distribution | Provide Comcast SportsNet Bay Area with the following access to Comcast Cable’s fiber network (all feeds are in IP format): - 1 inbound programming feed from Comcast Sports Group locations to CSN-BA’s facility in San Francisco, CA - 1 contribution link from CSN-BA’s facility in San Francisco, CA to other Comcast Sports Group locations | Comcast Cable | Comcast SportsNet Bay Area | (3) | [***] | N/A |
Page 11 of 19
Schedule A-1
Comcast Services to be Provided to Newco Entities
Item Number | Function | Short Description | Description | Comcast Service Provider | Newco Service Recipient(s) | Service Expiration Date |
Service Charge to Contributed Comcast Businesses (4) | Service Charge to Other Newco Entities (4) | ||||||||
T/O-8 | Technical/ Operations | Fiber Distribution | Provide Comcast SportsNet California with the following access to Comcast Cable’s fiber network (all feeds are in IP format): - 1 backhaul feed from KNBR radio, San Francisco, CA to CSN-CA’s facility in Sacramento, CA - 1 backhaul feed (of Sacramento Kings Basketball) from Arco Arena, Sacramento, CA to CSN-CA’s facility in Sacramento, CA | Comcast Cable | Comcast SportsNet California | (3) | [***] | N/A | ||||||||
T/O-9 | Technical/ Operations | Fiber Distribution | Provide Comcast SportsNet New England with the following access to Comcast Cable’s fiber network (all feeds are in IP format): - 1 bi-directional feed from CSN-NE’s facility in Burlington, MA to NECN’s facility in Newton, MA | Comcast Cable | Comcast SportsNet New England | (3) | [***] | N/A | ||||||||
T/O-10 | Technical/ Operations | Fiber Distribution | Provide New England Cable News with the following access to Comcast Cable’s fiber network (all feeds are in IP format except as noted): - 5 SD program service feeds (analog video format) of NECN’s service (1 for each of Boston Zone, Outer Zone, Boston Zone Spare, Norwell, MA (VOD) and Xxxxxxxx, XX), 0 SD program service feeds (IP format) of NECN’s service (1 for each of Boston Zone and Outer Zone) and 2 HD program service feeds (IP format) of NECN’s service (1 for each of Boston Zone and Outer Zone) from NECN’s facility in Newton, MA to Comcast Cable’s Needham, MA headend - 1 contribution link from NECN’s facility in Newton, MA to other Comcast Sports Group locations - 3 inbound programming feeds from Comcast Sports Group locations to NECN’s facility in Newton, MA | Comcast Cable | New England Cable News | (3) | [***] | N/A | ||||||||
T/O-11 | Technical/ Operations | Signal Transport / Backhaul | Provide New England Cable News with the following signal transport / backhaul services (all feeds are in analog video format): - 1 SD program service feed from Comcast facility in Berlin, CT to Comcast facility in West Haven, CT - 1 SD program service feed from Comcast facility in Westfield, MA to AT&T facility in Xxxxxx Locks, CT - 1 SD program service feed from Comcast facility in Milford, MA to Charter’s headend in Oxford, MA - 1 SD program service feed from NECN’s facility in Newton, MA to Norwood Electric’s headend - 1 SD program service feed from NECN’s facility in Newton, MA to Braintree Electric’s headend - 1 SD program service feed from NECN’s facility in Newton, MA to RCN’s headend in Woburn, MA - 1 backhaul feed from Cable Cod Times, Barnstable, MA to NECN’s facility in Newton, MA - 1 backhaul feed from NECN’s bureau at WTNH, Xxxxxx Locks, CT to NECN’s facility in Newton, MA - 1 backhaul feed from NECN’s bureau at WGGB, Springfield, MA to NECN’s facility in Newton, MA - 1 backhaul feed from NECN’s bureau in Manchester, NH to NECN’s facility in Newton, MA | Comcast Cable | New England Cable News | (3) | [***] (subject to annual CPI increase effective 1/1/11) | N/A |
Page 12 of 19
Schedule A-2
Anticipated Comcast HR Service to be Provided to Newco Entities
Item Number | Function | Short Description | Description | Comcast Service Provider | Newco Eligible Employees (6) | Service Expiration Date |
Anticipated Service Charge Methodology (9) | |||||||
HR-1 | Human Resources | Benefits Administration | (A) Manage and administer all Comcast employee benefit plans, including access to and support for all applicable HR software and systems (e.g., SAP for payroll).
(B) Oversee management and administration of all Newco employee benefit plans, including coordination with Comcast employee benefit plans and vendors and access to and support for all applicable HR software and systems. | Comcast Cable | (A) Contributed Comcast Business Employees and Qualifying Newco Employees
(B) Newco Employees | (A) (8)
(B) (2) | (A) and (B) Reasonable general administrative and overhead expenses (excluding third party administrative costs included in the per employee allocation described below) will be allocated to Newco based on the proportion of Newco Eligible Employees relative to total Comcast employees (including Newco Eligible Employees). For example, in 2011 this amount is currently estimated to be approximately [***].
(A) Total third party administrative costs associated with the Comcast employee benefit plans described in Items 2 and 4-10 (to the extent not paid out of the plans themselves) will be allocated across all employees eligible to participate in such plans and will be charged to Newco based on the number of Contributed Comcast Business Employees. For example, in 2011 this amount is currently estimated to be approximately [***] (Newco will have its own third party administrative costs associated with its benefit plans, which will be billed to and paid directly by Newco). | |||||||
HR-2 | Human Resources | Comcast ESPP | Manage and administer participation in Comcast’s Employee Stock Purchase Plan, under which employees are able to purchase shares of Comcast Class A Common Stock at a discount through payroll deductions. | Comcast Cable | Contributed Comcast Business Employees | (8) | Contributions to the Comcast ESPP program will be paid directly by employee participants through payroll deductions, which aggregate payroll withholdings for Newco Eligible Employees will be paid to Comcast. The fair value of the discount amount (calculated in accordance with applicable accounting directives) for contributions to the Comcast ESPP program by Newco Eligible Employees will be charged to Xxxxx. | |||||||
XX-0 | Human Resources | Newco ESPP | Oversee and coordinate management and administration of Newco’s Employee Stock Purchase Plan, under which Newco Employees will be able to purchase shares of Comcast Class A Common Stock at a discount through payroll deductions, including reviewing participation information provided by Newco personnel and providing shares purchased under the plan. | Comcast Cable | Newco Employees that are eligible to participate in such plan | Until terminated by Comcast | Contributions to the Newco ESPP program will be paid directly by employee participants through payroll deductions, which aggregate payroll withholdings for Newco Eligible Employees will be paid to Comcast. The fair value of the discount amount (calculated in accordance with applicable accounting directives) for contributions to the Newco ESPP program by Newco Eligible Employees will be charged to Xxxxx. | |||||||
XX-0 | Human Resources | Employee Benefits | Provide participation in the following Comcast employee benefit plans: - Adoption Assistance - Tuition Reimbursement | Comcast Cable | Contributed Comcast Business Employees and Qualifying Newco Employees | Until terminated by Comcast | Actual costs of employee participation in these plans will be charged to Xxxxx. | |||||||
XX-0 | Human Resources | Employee Benefits | Provide participation in the following Comcast employee benefit plans: - Vision - Commuter benefits - Health/Dependent Care flexible spending accounts | Comcast Cable | Contributed Comcast Business Employees and Qualifying Newco Employees | Until terminated by Comcast | Employee pays 100% of actual benefit cost through payroll deductions, which aggregate payroll withholdings for Newco Eligible Employees will be paid to Comcast. | |||||||
HR-6 | Human Resources | Employee Benefits | Provide participation in the following Comcast employee benefit plans: - Supplemental Life and AD&D Insurance - Voluntary Benefits (e.g., pet insurance, homeowner’s insurance) | Comcast Cable | Contributed Comcast Business Employees | (8) | Employee pays 100% of actual benefit cost through payroll deductions, which aggregate payroll withholdings for Newco Eligible Employees will be paid to Comcast. |
Page 13 of 19
Schedule A-2
Anticipated Comcast HR Service to be Provided to Newco Entities
Item Number | Function | Short Description | Description | Comcast Service Provider | Newco Eligible Employees (6) | Service Expiration Date |
Anticipated Service Charge Methodology (9) | |||||||
HR-7 | Human Resources | Employee Benefits | Provide participation in Comcast’s Retiree Medical Stipend benefit plan. | Comcast Cable | Contributed Comcast Business Employees | (8) | Plan expenses (calculated in accordance with FAS 106) will be charged to Newco based on participation by Newco Eligible Employees. For example, in 2011 this amount is currently estimated to be approximately [***]. | |||||||
HR-8 | Human Resources | Employee Benefits | Provide participation in the following Comcast employee benefit plans: - Medical and Prescription Drug plans - Dental PPP and HMO plans | Comcast Cable | Contributed Comcast Business Employees and Qualifying Newco Employees | Until terminated by Comcast | Employer’s share of premiums and other actual benefit costs under these plans will be charged to Newco based on participation by Newco Eligible Employees. Employee’s share of premiums and other actual benefit costs under these plans will be paid directly by employees through payroll deductions, which aggregate payroll withholdings for Newco Eligible Employees will be paid to Comcast. | |||||||
HR-9 | Human Resources | Employee Benefits | Provide participation in the following Comcast employee benefit plans: - Basic Life and AD&D Insurance - Long-term Disability Insurance - Short-term Disability Insurance | Comcast Cable | Contributed Comcast Business Employees | (8) | Employer’s share of premiums and other actual benefit costs under these plans will be charged to Newco based on participation by Newco Eligible Employees. Employee’s share of premiums and other actual benefit costs under these plans, if any, will be paid directly by employees through payroll deductions, which aggregate payroll withholdings for Newco Eligible Employees will be paid to Comcast. | |||||||
HR-10 | Human Resources | Employee Benefits | Provide participation in Comcast’s AYCO Financial Planning Services employee benefit program. | Comcast Cable | Contributed Comcast Business Employees | (8) | Fees paid to AYCO for this program are included in the per employee allocation described in Item HR-1. | |||||||
HR-11 | Human Resources | Employee Benefits | Provide participation in Comcast’s Accolade Health Advisory Services employee benefit program. | Comcast Cable | Contributed Comcast Business Employees located at the Comcast Center in Philadelphia, PA and Qualifying Newco Employees | Until terminated by Comcast | Fees paid to Accolade for this program with respect to Comcast employees and Contributed Comcast Business Employees will be allocated across all such employees eligible to participate in this program and will be charged to Newco based on the number of Contributed Comcast Business Employees eligible to so participate. Fees paid to Accolade for this program with respect to Qualifying Newco Employees will be billed to and paid directly by Xxxxx. | |||||||
XX-00 | Human Resources | Employee Benefits | Provide participation in Comcast’s Employee Assistance Program. | Comcast Cable | Contributed Comcast Business Employees | (8) | Administrative fees associated with the EAP will be allocated across all employees eligible to participate in the EAP and will be charged to Newco based on the number of Contributed Comcast Business Employees eligible to so participate. For example, in 2011 this amount is currently estimated to be approximately [***]. | |||||||
HR-13 | Human Resources | Comcast 401(k) Plan | Provide participation in the Comcast Retirement Investment Plan (401(k) plan). | Comcast Cable | Contributed Comcast Business Employees | (8) | Contributions by employee participants to the 401(k) plan will be paid directly by such employee participants through payroll deductions based on their elections, which payroll withholdings will be directed to the plan administrator for deposit into participants’ accounts. Matching contributions will be charged to Newco based on participation by Newco Eligible Employees. |
Page 14 of 19
Schedule A-2
Anticipated Comcast HR Service to be Provided to Newco Entities
Item Number | Function | Short Description | Description | Comcast Service Provider | Newco Eligible Employees (6) | Service Expiration Date |
Anticipated Service Charge Methodology (9) | |||||||
HR-14 | Human Resources | Comcast Deferred Compensation Plan | Manage and administer participation by eligible employees in Comcast’s unfunded, nonqualified deferred compensation plan. | Comcast Cable | Contributed Comcast Business Employees (7) | For so long as Newco Eligible Employees continue to participate on such plan | Contributions by employee participants to the deferred compensation plan will be paid directly by such employee participants through payroll deductions based on their elections, which aggregate payroll withholdings for Newco Eligible Employees will be paid to Comcast. Additional contributions to the deferred compensation plan on behalf of Newco Eligible Employees that are not deducted from compensation (e.g., amounts required to be credited to employee participants’ accounts under employment agreements, if any) will be charged to Newco. The amount of interest credited to each Newco Eligible Employee participant’s account will be charged to Newco. | |||||||
HR-15 | Human Resources | Compensation Administration | Manage and administer participation by eligible employees in Comcast’s long term compensation plan, which provides for Comcast stock option and Comcast restricted stock unit grants. Comcast Corporation joins in employment agreements for purposes of equity compensation arrangements included in such agreements. | Comcast Corp | Newco Employees that are eligible to participate in such plan | Until terminated by Comcast | The fair market value (calculated in accordance with FAS 123R) of all Comcast stock options and Comcast restricted stock units granted to Newco Eligible Employees (including grants to Contributed Comcast Business Employees made prior to Closing that vest after Closing) will be charged to Newco.
Reasonable general administrative and overhead expenses (excluding third party administrative costs included in the per employee allocation described below) will be allocated to Newco based on estimated time spent by applicable Comcast personnel on participation by Newco Eligible Employees. For example, in 2011 this amount is currently estimated to be approximately [***].
Total third party administrative costs associated with the Comcast long term compensation plan will be allocated across all employees who participate in such plan and will be charged to Newco based on the number of Newco Eligible Employees who so participate. For example, in 2011 this amount is currently estimated to be approximately [***]. | |||||||
HR-16 | Human Resources | Compensation Administration | Provide participation in Comcast’s severance plans. | Comcast Cable | Contributed Comcast Business Employees as of the Closing (i.e., excluding individuals who become employees of any Contributed Comcast Business following the Closing for any reason) | 2 years after Closing | All severance benefits paid to or on behalf of Newco Eligible Employees will be charged to Newco. |
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Schedule A-2
Anticipated Comcast HR Service to be Provided to Newco Entities
Item Number | Function | Short Description | Description | Comcast Service Provider | Newco Eligible Employees (6) | Service Expiration Date |
Anticipated Service Charge Methodology (9) | |||||||
HR-17 | Human Resources | Payroll Processing | Provide the following payroll services: - payroll processing and support - processing of transactions for earnings and deductions* - payroll tax transactions, including local, state, federal, and unemployment taxes - coordinating all payroll tax filings with outsource provider - garnishment transaction processing - payroll, tax, and garnishment compliance with all local, state, and federal laws and regulations - audits of all payroll transactions* - review of payroll trends* - design, configuration, and testing of SAP Payroll rules and work schedules - internal and external reporting - customer service and support* | Comcast Cable | Contributed Comcast Business Employees (excluding Comcast Sports Management Services and Comcast Regional Sports/News Network personnel with respect to those services marked with an asterisk (*)) | (8) | Reasonable general administrative and overhead expenses will be allocated to Newco based on the proportion of Newco Eligible Employees relative to total Comcast employees (including Newco Eligible Employees), subject to a [***] discount for Comcast Sports Management Services and Comcast Regional Sports/News Network personnel. For example, in 2011 this amount is currently estimated to be approximately [***] ([***] for Comcast Sports Management Services and Comcast Regional Sports/News Network personnel), for a total of approximately [***] for the year. | |||||||
HR-18 | Human Resources | Broadband Services | Provide discounted broadband services to Newco Eligible Employees on terms determined by Comcast from time to time. | Comcast Cable | Contributed Comcast Business Employees and Qualifying Newco Employees, in each case who reside within a Comcast Cable service area | Until terminated by Comcast | Any applicable costs for the discounted broadband services will be charged directly to the applicable Newco Eligible Employee; [***] to Newco. | |||||||
HR-19 | Human Resources | Employee Policies | Make available generally applicable employee policies, practices, systems and tools as described in Comcast’s employee handbook, such as vacation policies and the Employee Service Center for transactional HR assistance relating to benefits. | Comcast Cable | Contributed Comcast Business Employees | (8) | Reasonable general administrative and overhead expenses are included in Item HR-1; actual costs of participation by Newco Eligible Employees will be charged to Newco. |
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Schedule B
Use of Comcast Facilities by Newco Entities
Item Number |
Comcast Location Used by Newco | Owned/Leased | Comcast Entity Providing Space | Newco Business(es) Using Space | Type of Space | Current Usage | Current Headcount Occupying Space | Service Charge (10) | Termination Date | |||||||||
X-0 | Xxx Xxxxxxx Xxxxxx, Xxxxxxxxxxxx, XX | Leased | Comcast Corp | Comcast Programming HQ, Versus, Sprout, Comcast Sports Management | Office & Studio | 5 floors (1/2 of one floor is currently utilized by Comcast Cable) | 279 | [***] | (11) | |||||||||
B-2 | 00 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, XX | Leased | Comcast Cable | International Media Distribution | Office | 200 sq.ft. | 2 | [***] (parking charge) | (11) | |||||||||
B-3 | 0000 X Xxxxxxxx Xxx, Xxxxxxxxxx, XX | Owned | Comcast Cable | Comcast SportsNet California | Office | 1,725 sq.ft. | 2 | [***] | (11) | |||||||||
B-4 | 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxx, XX | Leased | Comcast Cable | Cable Sports Southeast | Office & Studio | 7,299 sq.ft. (office) 4,000 sq.ft. (studio) | 23 | [***] rent (office) [***] rent (studio) | (11) | |||||||||
B-5 | 0000 Xxxxx Xxxxx, Xxxxxxxxx, XX | Owned | Comcast Cable | Comcast SportsNet Mid-Atlantic | Office | 700 sq.ft. | 2 | [***] | (11) | |||||||||
B-6 | 0000 Xxxxxxxx Xxxx., Xxxxxxxxxxxx, XX | Leased | Comcast Cable | The Comcast Network | Office & Studio | 7,000 sq.ft. | 30 | [***] | (11) | |||||||||
B-7 | 000 Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxxx X.X. | Leased | Comcast Cable | The Comcast Network | Studio | 4,206 sq.ft. | N/A (utilized as needed based on availability) | [***] + approx. [***] charge for taxes and maintenance | (11) | |||||||||
B-8 | 000 Xxx Xxxxxx Xxxxxx, Xxxxxxxxxx D.C. | Leased | Comcast Corp | Newco External/ Regulatory Affairs | Office | N/A | N/A | Comcast’s reasonable fully allocated cost | (11) |
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Schedule C
Newco Services to be Provided to Comcast Entities
Item Number | Function | Short Description | Description | Newco Service Provider | Comcast Service Recipient(s) | Service Expiration Date | Service Charge | |||||||
C-1 | Affiliate Sales | Affiliate sales for Select on Demand | Manage affiliate sales on behalf of Comcast Cable’s Select on Demand programming offering. | Comcast Network Distribution | Comcast Cable | (12) | [***] | |||||||
C-2 | Production Services | Local Origination production services | Provide use of studio at CSN-MA’s Bethesda, MD facility and production personnel to produce Comcast’s Newsmakers program and other local origination programming, consistent with past practice (approximately 1 day/month). Studio usage to be subject to Newco production schedules consistent with past practice. Newco to have no liability for third party distribution or equipment failures. | Comcast SportsNet Mid-Atlantic | Comcast Cable | (12) | [***] for use of studio; any incremental overtime paid to CSN-MA employees as a result of Comcast Cable production is charged to Comcast Cable. | |||||||
C-3 | Production Services | Local Origination production services | Provide use of studio at TCN’s Washington, DC facility to produce Comcast’s Newsmakers program and other local origination programming, consistent with past practice (approximately 1 day/month). Studio usage to be subject to Newco production schedules consistent with past practice. Newco to have no liability for third party distribution or equipment failures. | The Comcast Network | Comcast Cable | (12) | [***] for use of studio based on current level of usage. | |||||||
C-4 | Information Technology | IT Services at New York Facility | Provide the IT services described in Items IT-10 and IT-12 in Schedule A to Comcast Spotlight at Comcast Programming’s New York, NY facility.
Assist Comcast Cable in providing the IT services described in Items IT-5, IT-6 and IT-7 in Schedule A to Comcast Spotlight at Comcast Programming’s New York, NY facility. | Comcast Entertainment Group | Comcast Spotlight personnel located at Comcast Programming’s New York, NY facility | (12) | [***] |
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Schedule D
Use of Newco Facilities by Comcast Entities
All use of Newco Facilities by Comcast Entities (and provision of related services by Newco Entities) are subject to written agreements in place as of the Closing Date, which agreements shall survive and remain in effect in accordance with their respective terms, and such Facilities shall not be covered by this Agreement.
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