NBC UNIVERSAL, INC., Issuer and THE BANK OF NEW YORK MELLON, Trustee INDENTURE Dated as of April 30, 2010NBCUniversal Media, LLC • May 13th, 2011 • New York
WHEREAS, for its lawful corporate purposes, the Issuer has duly authorized the execution and delivery of the Indenture to provide for the issuance of unsecured debt securities in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of the Indenture and to provide, among other things, for the authentication, delivery and administration thereof;
COMCAST INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENTComcast Intellectual Property Cross License Agreement • May 13th, 2011 • NBCUniversal Media, LLC
THIS COMCAST INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT (this “Agreement”), dated as of January 28, 2011 (the “Effective Date”), is made and entered into by and between Comcast Corporation, a Pennsylvania corporation (“Comcast”), and Navy, LLC, a Delaware limited liability company (“Company”). Unless otherwise defined herein, all capitalized terms used herein have the meanings ascribed to such terms in the Master Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2011 • NBCUniversal Media, LLC • New York
This REGISTRATION RIGHTS AGREEMENT dated October 4, 2010 (the “Agreement”) is entered into between NBC Universal, Inc., a Delaware corporation (the “Company”) and J.P. Morgan Securities LLC (“JPM”), Goldman, Sachs & Co. (“GS”) and Morgan Stanley & Co. Incorporated (“MS”), as representatives (the “Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
LIMITED LIABILITY COMPANY AGREEMENT OF NBC UNIVERSAL MEDIA, LLCLimited Liability Company Agreement • May 13th, 2011 • NBCUniversal Media, LLC • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT OF NBC UNIVERSAL MEDIA, LLC (this “Agreement”) is entered into as of January 28, 2011, by Navy Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Member”), as the sole member of NBC Universal Media, LLC (the “LLC”), with reference to the following facts:
NBCU TRANSFER AGREEMENT between NBCUNIVERSAL FUNDING, LLC and WORKING CAPITAL SOLUTIONS NBCU FUNDING LLC Dated as of February 4, 2011Nbcu Transfer Agreement • May 13th, 2011 • NBCUniversal Media, LLC
This NBCU TRANSFER AGREEMENT, dated as of February 4, 2011 (this “Agreement” or “NBCU Transfer Agreement”), is entered into between NBCUNIVERSAL FUNDING, LLC, a Delaware limited liability company (“NBCU Funding”), and WORKING CAPITAL SOLUTIONS NBCU FUNDING LLC, a Delaware limited liability company (“WCS NBCU Funding”).
MARC A. CHINI Executive Vice President Human ResourcesNBCUniversal Media, LLC • May 13th, 2011
Reference is made to the agreement dated as of February 7, 2007 by and between you and NBC Universal, Inc. (“NBCU”) and General Electric (the “Parent”) (the “Agreement”) with respect to the terms and conditions of your employment. All terms and conditions of the Agreement shall remain in full force and effect unless otherwise modified below.
SUB-SERVICING AGREEMENT between GENERAL ELECTRIC CAPITAL CORPORATION, as Servicer, and NBCUNIVERSAL MEDIA, LLC, as Sub-Servicer Dated as of February 4, 2011Sub-Servicing Agreement • May 13th, 2011 • NBCUniversal Media, LLC
This SUB-SERVICING AGREEMENT, dated as of February 4, 2011 (this “Agreement”), is between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GE Capital”), in its capacity as servicer (the “Servicer”) and NBCUNIVERSAL MEDIA, LLC, a Delaware limited liability company (“NBCUniversal”), in its capacity as Sub-Servicer (the “Sub-Servicer”).
TRANSITION SERVICES AGREEMENT dated as of January 28, 2011 between GENERAL ELECTRIC COMPANY and NAVY, LLCTransition Services Agreement • May 13th, 2011 • NBCUniversal Media, LLC
This Transition Services Agreement, dated as of January 28, 2011 (this “Agreement”), is made between General Electric Company, a New York corporation (“GE”), and Navy, LLC, a Delaware limited liability company (“Newco”).
GE INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENTGe Intellectual Property Cross License Agreement • May 13th, 2011 • NBCUniversal Media, LLC
THIS GE INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT (this “Agreement”), dated as of January 28, 2011 (the “Effective Date”), is made and entered into by and between General Electric Company, a New York corporation (“GE”), and Navy, LLC, a Delaware limited liability company (“Company”). Unless otherwise defined herein, all capitalized terms used herein have the meanings ascribed to such terms in the Master Agreement.
SERVICES AGREEMENT dated as of January 28, 2011 between COMCAST CORPORATION and NAVY, LLCServices Agreement • May 13th, 2011 • NBCUniversal Media, LLC
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”).
TAX MATTERS AGREEMENTTax Matters Agreement • May 13th, 2011 • NBCUniversal Media, LLC
This Tax Matters Agreement (the “Agreement”), dated December 3, 2009, is made by and among General Electric Company, a New York corporation (“GE”), NBC Universal, Inc., a Delaware corporation (“NBCU”), Comcast Corporation, a Pennsylvania corporation (“Comcast”), Navy, LLC, a Delaware limited liability company (“Newco”) and Navy Holdings, Inc., a Delaware corporation (“HoldCo”). Unless otherwise indicated, all capitalized terms used herein shall have the same meaning as in the Master Agreement between GE, NBCU, Comcast and Newco, dated the date hereof and in connection herewith (the “MA”).
NBC TRUST NO. 1996A,NBC Lease Agreement • May 13th, 2011 • NBCUniversal Media, LLC
This SECOND AMENDED AND RESTATED NBC LEASE AGREEMENT, dated as of January 27, 2011 (the “Commencement Date”) (together with all Exhibits and Schedules attached hereto and made a part hereof, and as may be amended, modified, extended or otherwise modified from time to time, this “Lease”), between NBC TRUST NO. 1966A, a Delaware statutory business trust, c/o General Electric Capital Corporation, 901 Main Avenue, Norwalk, Connecticut 06851 (together with its successors and assigns, “Landlord”) and NBC UNIVERSAL, INC. (f/k/a National Broadcasting Company, Inc.), a Delaware corporation, having an office at 30 Rockefeller Plaza, New York, New York 10112 (together with its successors and permitted assigns, “Tenant”).
PERFORMANCE UNDERTAKINGPerformance Undertaking • May 13th, 2011 • NBCUniversal Media, LLC • New York
THIS PERFORMANCE UNDERTAKING (this “Undertaking”), dated as of February 1, 2011, is executed by NBCUNIVERSAL MEDIA, LLC, a Delaware limited liability company (“Performance Guarantor”) in favor of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (together with its successors and assigns, “Recipient”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2011 • NBCUniversal Media, LLC • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) by and between NBC Universal, Inc. (the “Company”), General Electric Company (the “Parent”), and Jeffrey A. Zucker (the “Executive”) dated as of February 7, 2007.
John F. Lynch Senior Vice President Corporate Human Resources GENBCUniversal Media, LLC • May 13th, 2011
Reference is made to the employment agreement, dated as of February 7, 2007, by and between you, NBC Universal, Inc. (the “Company”), and General Electric Company (the “Parent”), as amended by the letter, dated August 8, 2008 (the “Employment Agreement”), which was scheduled to expire on January 31, 2011. In connection with the potential closing (the “Closing”) of the transactions (the “Transaction”) currently being contemplated, pursuant to which, among other things, the businesses of the Company, together with certain other assets of Comcast Corporation (“Crimson”) will be transferred to an entity (“Newco”) which will be majority owned by Crimson, the parties desire to amend the Employment Agreement by entering into this letter agreement (the “Letter Agreement”).
AMENDMENT NUMBER 1 TO THE TAX MATTERS AGREEMENTThe Tax Matters Agreement • May 13th, 2011 • NBCUniversal Media, LLC
This Amendment Number 1 dated as of January 28, 2011 (the “Amendment”) to the Tax Matters Agreement is made by and among (i) General Electric Company, a New York corporation (“GE”), (ii) NBC Universal Media, LLC, a Delaware limited liability company (f/k/a NBC Universal, Inc., a Delaware corporation) (“NBCU”), (iii) Comcast Corporation, a Pennsylvania corporation (“Comcast”), Comcast Navy Contribution, LLC, a Delaware limited liability company, Comcast Navy Acquisition, LLC, a Delaware limited liability company, (iv) Navy, LLC, a Delaware limited liability company (“Newco”), and (v) Navy Holdings, Inc., a Delaware corporation (“HoldCo”), New NBC-A&E Holding Inc., a Delaware corporation, Universal Television Enterprises Holdings Inc., a Delaware corporation, Universal Home Entertainment Worldwide Holdings Inc., a Delaware corporation, Universal Studios Home Entertainment Holdings Inc., a Delaware corporation, Working Title Group Holdings Inc., a Delaware corporation, Universal Studios P
NBCU RECEIVABLES SALE AND CONTRIBUTION AGREEMENT between NBCUNIVERSAL MEDIA, LLC, as Seller, and NBCUNIVERSAL FUNDING LLC, as Buyer Dated as of February 4, 2011Nbcu Receivables Sale and Contribution Agreement • May 13th, 2011 • NBCUniversal Media, LLC
This NBCU RECEIVABLES SALE AND CONTRIBUTION AGREEMENT, dated as of February 4, 2011 (this “Agreement” or “Receivables Sale and Contribution Agreement”), is entered into between NBCUNIVERSAL MEDIA, LLC, a Delaware limited liability company, as Seller (“Seller”), and NBCUNIVERSAL FUNDING, LLC, a Delaware limited liability company, as Buyer (“Buyer”).
NBCUNIVERSAL DIVISION RECEIVABLES PURCHASE AGREEMENT among EACH SELLER FROM TIME TO TIME PARTY HERETO each such person, a Seller, NBCUNIVERSAL MEDIA, LLC as the Seller Agent and GENERAL ELECTRIC CAPITAL CORPORATION as the Purchaser February 1, 2011Receivables Purchase Agreement • May 13th, 2011 • NBCUniversal Media, LLC • New York
The Sellers, the Seller Agent and the Purchaser enter into this Agreement to set forth the terms and conditions applicable to the sale of Eligible Debts by the Sellers to the Purchaser. Terms not otherwise defined herein shall have the meanings set forth in Exhibit A.
