ex10u.htm


    Exhibit
10(u)


      
        	
                J.P.
      MORGAN SECURITIES INC.

                JPMORGAN
      CHASE BANK, N.A.

              	
                GOLDMAN
      SACHS CREDIT PARTNERS L.P.

              	
                MORGAN
      STANLEY SENIOR FUNDING, INC.

              
	
                270
      Park Avenue

                New
      York, New York 10017

              	
                85
      Broad Street

                New
      York, New York 10004

              	
                1585
      Broadway

                New
      York, New York 10036

              


      

      EXECUTION
VERSION

       

      


       

      
        	
                BANC
      OF AMERICA SECURITIES LLC

                BANK
      OF AMERICA, N.A.

              	
                 

                CITIGROUP
      GLOBAL MARKETS INC.

              
	
                One
      Bryant Park

                New
      York, New York 10036

              	
                390
      Greenwich Street

                New
      York, New York 10013

              


      

      


       

      December
3, 2009

       

      Commitment
Letter

       

      NBC Universal, Inc.

      30
Rockefeller Plaza

      New
York, NY 10012

      


      Attention:
Chief Financial Officer

      


      


      Ladies
and Gentlemen:

       

      NBC
Universal, Inc., a Delaware corporation (“Navy” or “you”), has advised
J.P. Morgan Securities Inc. (“JPMorgan”), JPMorgan
Chase Bank, N.A. (“JPMorgan Chase
Bank”), Goldman Sachs Credit Partners L.P. (“GSCP”), Morgan
Stanley Senior Funding, Inc. (“MSSF”), Banc of
America Securities LLC (“BAS”), Bank of
America, N.A. (“BOA”) and Citigroup
Global Markets Inc. (on behalf of Citi (as defined below)) (“CGMI”; together with
JPMorgan, JPMorgan Chase Bank, GSCP, MSSF, BAS and BOA, the “Commitment Parties”
or “we” or
“us”) that it
intends to (a) enter into that certain Master Agreement dated as of
December 3, 2009 (collectively with the Ancillary Agreements and Disclosure
Letters described therein, the “Master Agreement”)
with Comcast Corporation (“Crimson”) General
Electric Company (“Green”) and Navy, LLC
(“Newco” and,
together with Crimson, Green and you, the “Transaction
Parties”), pursuant to which, among other steps, (i) 100% of the issued
and outstanding equity interests in Navy will be contributed to Newco, and (ii)
certain of Crimson’s assets and liabilities, collectively identified in the
Master Agreement as the Contributed Comcast Businesses (the “Contributed Comcast
Businesses”) will be contributed to Navy and combined (the “Combination”) with
certain of the assets and liabilities of Navy and its subsidiaries, collectively
identified in the Master Agreement as the NBCU Businesses (including certain
assets and liabilities contributed to Navy but excluding the Excluded NBCU
Assets and the Excluded NBCU Liabilities (each, as defined in the Master
Agreement)) (the “NBCU
Businesses”; each of the NBCU Businesses and the Contributed Comcast
Businesses, a “Contributed Business”
and, collectively, the “Contributed
Businesses”), and (b) consummate the other “Transactions” described in
the Transactions Description attached hereto as Exhibit A.  For
purposes of this Commitment Letter, “Citi” means CGMI,
Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any
affiliate as may be appropriate to consummate the transactions

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      contemplated
hereby.  Capitalized terms used but not defined herein are used with
the meanings assigned to them in such Exhibit A and in the other exhibits
attached hereto (such exhibits, collectively, the “Term
Sheets”).

       

      In
connection therewith, you have requested that (a) JPMorgan, GSCP and MSSF agree
to structure, arrange and syndicate the Credit Facilities, (b) JPMorgan Chase
Bank, GSCP, MSSF, BOA and Citi commit to provide the entire amount of the Credit
Facilities and (c) JPMorgan Chase Bank agree to serve as administrative agent
for the Credit Facilities.

       

      JPMorgan,
GSCP and MSSF are pleased to advise you that they are willing to act as joint
lead arrangers and joint bookrunners for the Credit Facilities; BAS and CGMI are
pleased to advise you that they are willing to act as co-lead arrangers for the
Credit Facilities; each of JPMorgan Chase Bank, GSCP and MSSF are pleased to
advise you of its several, but not joint, commitment to provide 26 2/3% of the
Credit Facilities; each of BOA and Citi are pleased to advise you of its
several, but not joint, commitment to provide 10% of the Credit Facilities; GSCP
and MSSF are pleased to advise you that they are willing to act as
co-syndication agents for the Credit Facilities; BOA and CGMI are pleased to
advise you that they are willing to act as co-documentation agents for the
Credit Facilities; and JPMorgan Chase Bank is pleased to advise you of its
agreement to serve as administrative agent for the Credit Facilities, in each
case upon the terms and subject to the conditions expressly set forth in this
commitment letter (the “Commitment Letter”)
and in the Term Sheets.

       

      It
is agreed that JPMorgan, GSCP and MSSF will act as joint lead arrangers and
bookrunners for the Credit Facilities (with JPMorgan receiving “lead-left”
placement on all marketing materials for the Credit Facilities) (each in such
capacity, a “Lead
Arranger”), BAS and CGMI will act as co-lead arrangers for the Credit
Facilities (each in such capacity, a “Co-Lead Arranger”),
GSCP and MSSF will act as co-syndication agents for the Credit Facilities, BOA
and CGMI will act as co-documentation agents for the Credit Facilities and that
JPMorgan Chase Bank will act as the sole and exclusive administrative agent for
the Credit Facilities, and each will, in such capacities, perform the duties and
exercise the authority customarily performed and exercised by it in such
roles.  You agree that no other agents, co-agents or arrangers will be
appointed, no other titles will be awarded and no compensation
(other than that expressly contemplated by this Commitment Letter (including the
Term Sheets) and the Fee Letters referred to below) will be paid in connection
with the Credit Facilities unless you and we shall so agree.

       

      As
soon as is practicable after the execution and delivery of this Commitment
Letter and the public announcement of the Transactions (the “Syndication Commencement
Date”), the Lead Arrangers intend to syndicate the Credit Facilities to a
select group of financial institutions that will act as co-arrangers and lenders
and will deliver written documentation (which may be in the form of joinder
agreements to this Commitment Letter, “back-to-back” commitment arrangements or
as the Commitment Parties shall otherwise agree) evidencing their respective
commitments to provide a portion of the Credit Facilities (the “Co-Arranger
Syndication”; and each such lender committing during the Co-Arranger
Syndication, a “Co-Arranger”).  You
acknowledge and agree that the Lead Arrangers will, in consultation with the
Transaction Parties, determine when the Co-Arranger Syndication is
completed.  Following the completion of the Co-Arranger Syndication,
the Lead Arrangers will promptly commence efforts to syndicate the Senior
Facilities in a general syndication to a broader group of financial institutions
(the “General
Syndication”; together with the Co-Arranger Syndication, the “Syndications”; and
such financial institutions, together with the Lead Arrangers, the Co-Lead
Arrangers and the Co-Arrangers (or their designated affiliates), the “Lenders”).  You
acknowledge and agree that the Lead Arrangers will, in consultation with the
Transaction Parties, determine when the General Syndication is
completed.  In connection with the identification and selection of the
financial institutions to act as Co-Arrangers and

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Lenders,
the Lead Arrangers agree to first target financial institutions identified by
the Transaction Parties in writing prior to the date hereof, with the
identification and selection of other Co-Arrangers and Lenders to be subject to
the consent of the Transaction Parties (any such consent not to be unreasonably
withheld or delayed).  The Lead Arrangers will, in consultation with
the Transaction Parties, manage each Syndication, including determining any
title of agent or similar designations or roles awarded to any Lender and the
acceptance of commitments, the amounts offered and the compensation provided to
each Co-Arranger and Lender from the amounts to be paid to the Lead Arrangers
and Co-Lead Arrangers pursuant to the terms of this Commitment Letter and the
Fee Letters.  The Lead Arrangers will, in consultation with you,
determine the final commitment allocations for each Syndication (including the
reallocation of a portion of the commitments in respect of the Credit Facilities
of the Lead Arrangers and the Co-Lead Arrangers to the Co-Arrangers) and will
notify you of such determination.  To assist with the General
Syndication, you agree to use commercially reasonable efforts to execute and
deliver definitive documentation with respect to the Credit Facilities,
consistent with the terms set forth herein and in the applicable Term Sheet and
otherwise mutually acceptable to you and the Lead Arrangers (the “Credit Facilities
Documentation”), as soon as reasonably practicable following the date
hereof.  We anticipate that the execution and delivery of the Credit
Facilities Documentation will substantially coincide with the completion of the
General Syndication, and you agree to use your commercially reasonable efforts
to cooperate in the preparation and negotiation of the Credit Facilities
Documentation consistent with such timing.

       

      You
agree, at all times prior to the achievement of a Successful Syndication, to
actively assist the Lead Arrangers in completing each Syndication in a manner
satisfactory to the Lead Arrangers as soon as is practicable.  Such
assistance shall include (a) your using commercially reasonable efforts to
ensure that the syndication efforts benefit from your existing lending
relationships and those of Crimson and Green, (b) direct contact between senior
management and advisors of Navy and the proposed Lenders and using your
commercially reasonable efforts to ensure direct contact between senior
management and advisors  of Crimson and Green and the proposed Lenders
(including, as reasonably requested, such direct contact with individual
proposed Co-Arrangers in connection with the Co-Arranger Syndication), (c) the
assistance of Navy, and using your commercially reasonable efforts to ensure the
assistance of Crimson and Green, in the preparation of a customary confidential
information memorandum and other materials as contemplated below to be used in
connection with each Syndication (collectively, the “Confidential Information
Memorandum”), including using commercially reasonable efforts to complete
the Confidential Information Memorandum as soon as reasonably practicable
following the date hereof; and (d) the hosting, with the Lead Arrangers and the
senior management of Navy, and using commercially reasonable efforts to ensure
the assistance of Crimson and Green, in one or more meetings or, if you and the
Lead Arrangers shall agree, conference calls, with prospective Co-Arrangers and
other Lenders at times and locations mutually agreed upon.  Without
limiting your obligations to assist with Syndication efforts as set forth above,
each Commitment Party agrees that neither the commencement by the Lead Arrangers
nor the completion of either Syndication is a condition to the initial funding
under the Credit Facilities.

       

      None
of JPMorgan, GSCP and MSSF in its capacity as a Lead Arranger will have any
responsibility other than to arrange the Syndications as set forth herein and in
no event shall be subject to any fiduciary or other implied
duties.  To assist the Lead Arrangers in the Syndications, Navy will
promptly prepare and provide, and will use commercially reasonable efforts to
ensure Crimson and Green will prepare and provide, to the Lead Arrangers all
customary information with respect to Navy, the Contributed Comcast Businesses,
the Transactions and the other transactions contemplated hereby, including all
financial information and projections (the “Projections”), as the
Lead Arrangers may reasonably request in connection with the preparation of the
Confidential Information Memorandum and otherwise in connection with the
arrangement and syndication of the Credit Facilities (which shall in
any

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      event
include providing projections for Navy through 2013).  At the Lead
Arrangers’ request, you agree that Navy will assist, and will use commercially
reasonable efforts to ensure the assistance of Crimson and Green, in the
preparation of a version of the information package and presentation consisting
exclusively of information and documentation that is either publicly available
or not material with respect to the Transaction Parties and their respective
affiliates and any of their respective securities for purposes of United States
federal and state securities laws (all such information and documentation being
“Public Lender
Information”).  Any information and documentation that is not
Public Lender Information is referred to herein as “Private Lender
Information”.  You further agree that each document to be
disseminated by the Lead Arrangers to any Lender in connection with the Credit
Facilities will, at the request of the Lead Arrangers, be identified by you as
either (i) containing Private Lender Information or (ii) containing solely
Public Lender Information.  You acknowledge and agree that the
following documents may be distributed to “public side” Lenders (i.e., Lenders
that do not wish to receive material non-public information with respect to the
Transaction Parties, their respective affiliates or securities) (provided that
the Transaction Parties have been afforded an opportunity to comply with
applicable Securities Exchange Commission disclosure obligations): (a) drafts
and final versions of the Credit Facilities Documentation, (b) administrative
materials prepared by the Lead Arrangers for prospective Lenders (such as a
lender meeting invitation, bank allocation, if any, and funding and closing
memoranda) and (c) notification of changes in the terms of the Credit
Facilities.  You also agree to promptly deliver to the Lead Arrangers
copies of all material amendments, modifications, waivers and consents under the
Master Agreement.

       

      You
hereby represent and covenant that (a) all written information and all oral
communications made in Lender meetings and due diligence sessions held in
connection with the Syndications, taken as a whole, other than the Projections
and information of a general economic or industry nature (the “Information”), that
has been or will be made available to us by you or any of your representatives
(with respect to information relating to Crimson and its affiliates, in each
case to the best of your knowledge) is or will be, when furnished, complete and
correct in all material respects and does not or will not, when furnished,
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained therein not materially
misleading in light of the circumstances under which such statements are made
and (b) the Projections that have been or will be made available to us by you or
any of your representatives have been or will be prepared in good faith based
upon reasonable assumptions at the time made and at the time the related
Projections are made available to us (it being understood that projections are
subject to significant uncertainties and that no assurances can be given that
any projections will be realized, and the variances between actual results and
projected results may be material).  You understand that in arranging
and syndicating the Credit Facilities we may use and rely on the Information and
Projections without independent verification thereof.

       

      As
consideration for the commitments and agreements of the Commitment Parties
hereunder, you agree to pay the fees described in the Fee Letters dated the date
hereof and delivered herewith (the “Fee
Letters”).

       

      Each
Commitment Party’s commitments hereunder and the agreements to perform the
services described herein are subject to (a) except as contemplated by the
Master Agreement, since January 1, 2009, there not having occurred any
event, change, occurrence or circumstance that, individually or in the
aggregate, has had or would reasonably be expected to have an Effective Date
Material Adverse Effect (as defined below), (b) our satisfaction that prior to
the completion of a Successful Syndication, there shall be no competing
offering, placement or arrangement of any debt securities or bank financing by
or on behalf of the NBCU Businesses, the Contributed Comcast Businesses, Newco
or any of their respective subsidiaries that could reasonably be expected to
materially impair the Syndications other than (i) the Senior Notes, (ii) debt
identified by you to the Lead Arrangers

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      in
writing on or prior to the date hereof and (iii) as the Commitment Parties shall
otherwise agree and (c) the other conditions expressly set forth in the Term
Sheets.

       

      “Effective Date Material
Adverse Effect” shall mean, a material adverse effect on the business,
assets, financial condition or operations of the Contributed Businesses, taken
as a whole; provided, however, that, any
adverse effect to the extent arising out of, resulting from or attributable to
(a) an event or series of events or circumstances affecting (i) the United
States or global economy generally or capital or financial markets generally,
including changes in interest or exchange rates, (ii) political conditions
generally of the United States or any other country or jurisdiction in which the
Contributed Businesses operate or (iii) any of the industries generally in which
the Contributed Businesses operate (including labor strikes, work stoppages or
walkouts or other labor disputes, declines in ratings or declines in
costs-per-thousand), (b) the announcement or pendency of transactions
contemplated by the Master Agreement or the other Transaction Agreements (as
defined in the Master Agreement), (c) any changes in applicable Law (as defined
in the Master Agreement) or U.S. GAAP (as defined in the Master Agreement) or
the enforcement or interpretation thereof, (d) actions taken or omitted pursuant
to the Master Agreement or taken with the specific consent of the other parties
thereto and each Lead Arranger after the date of the Master Agreement, (e) any
acts of God, (f) any hostilities, acts of war, sabotage, terrorism or military
actions, or any escalation or worsening of any such hostilities, act of war,
sabotage, terrorism or military actions (except, with respect to the foregoing
clauses (a), (c), (e) and (f), to the extent such event or series of events,
circumstances, changes, acts or occurrences have a materially disproportionate
effect on the Contributed Businesses relative to other industry participants),
or (g) any failure to meet internal or published projections, estimates or
forecasts of revenues, earnings, or other measures of financial or operating
performance for any period (provided that the
underlying causes of such failures (subject to the other provisions of this
definition) shall not be excluded), shall not constitute or be deemed to
contribute to an Effective Date Material Adverse Effect, and otherwise shall not
be taken into account in determining whether an Effective Date Material Adverse
Effect has occurred or would be reasonably likely to occur.

       

      Notwithstanding
anything in this Commitment Letter, the Fee Letters, the Credit Facilities
Documentation or any other letter agreement or other undertaking concerning the
financing of the transactions contemplated hereby to the contrary, the only
representations relating to the Contributed Businesses the accuracy of which
shall be a condition to availability of the Credit Facilities on the Effective
Date shall be (i) such of the representations made in the Master Agreement as
are material to the interests of the Lenders, but only to the extent that any of
the parties thereto has the right to terminate its obligations under the Master
Agreement as a result of a breach of such representations in the Master
Agreement (the “Master
Agreement Representations”) and (ii) the Specified Representations (as
defined below).  For purposes hereof, “Specified
Representations” means the representations and warranties referred to in
the Term Sheets relating to corporate existence, power and authority, due
authorization, execution and delivery, no conflicts and enforceability of the
Credit Facilities Documentation, in each case as they relate to the entering
into and performance of the Credit Facilities Documentation, solvency, Federal
Reserve margin regulations and the Investment Company Act.  Notwithstanding
anything in this Commitment Letter, the Fee Letters, the Credit Facilities
Documentation or any other letter agreement or other undertaking concerning the
financing of the transactions contemplated hereby to the contrary, the only
conditions to availability of the Credit Facilities on the Effective Date are
set forth in Exhibit B under the heading “CERTAIN CONDITIONS–Initial
Conditions”, Exhibit C under the heading “CERTAIN CONDITIONS” and in
Exhibit D.  This paragraph, and the provisions herein, shall be
referred to as the “Certain Funds
Provision”.

       

      You
agree (a) to indemnify and hold harmless each of the Commitment Parties, their
respective affiliates and their respective officers, directors, employees,
advisors, and agents (each, an

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      “indemnified person”)
from and against any and all losses, claims, damages and liabilities to which
any such indemnified person may become subject arising out of or in connection
with this Commitment Letter, the Fee Letters, the Credit Facilities, the use of
the proceeds thereof, the Transactions or any claim, litigation, investigation
or proceeding relating to any of the foregoing, regardless of whether any
indemnified person is a party thereto, and to reimburse each indemnified person
upon demand for any reasonable legal or other expenses incurred in connection
with investigating or defending any of the foregoing, provided that the
foregoing indemnity will not, as to any indemnified person, apply to losses,
claims, damages, liabilities or related expenses to the extent they are found by
a final, non-appealable judgment of a court to arise (i) from the bad faith,
willful misconduct or gross negligence of such indemnified person, (ii) out of
any claim, litigation, investigation or proceeding that does not involve an act
or omission or alleged act or omission of any Transaction Party and that is
brought by an indemnified person against any other indemnified person or (iii)
from a material breach by such indemnified person of its express obligations
under this Commitment Letter in any claim, litigation or proceeding brought by
you and (b) to reimburse the Commitment Parties and their affiliates on demand
for all reasonable out-of-pocket expenses (including due diligence expenses,
syndication expenses, travel expenses, and fees, charges and disbursements of
one counsel to such indemnified persons taken as a whole (and, if reasonably
necessary, of one regulatory counsel and one local counsel in any relevant
jurisdiction, in each case to the indemnified persons taken as a whole) and,
solely in the case of a conflict of interest, of one additional counsel (and if
reasonably necessary, of one regulatory counsel and one local counsel in any
relevant jurisdiction) to the affected indemnified persons taken as a whole
incurred in connection with the Credit Facilities and any related documentation
(including this Commitment Letter, the Fee Letters and the Credit Facilities
Documentation) or the administration, amendment, modification or waiver
thereof.  No indemnified person shall be liable for any damages
arising from the use by unauthorized persons of Information or other materials
sent through electronic, telecommunications or other information transmission
systems that are intercepted by such persons or for any special, indirect,
consequential or punitive damages in connection with the Credit
Facilities.

       

      You
acknowledge that the Commitment Parties and their affiliates (collectively
referred to as the “Covered Parties”) may
be providing debt financing, equity capital or other services (including
financial advisory services) to other companies in respect of which you may have
conflicting interests.  The Covered Parties will not use confidential
information obtained from you by virtue of the Transactions or their other
relationships with you in connection with the performance by them of services
for other companies, and the Commitment Parties will not furnish any such
information to other companies.  You also acknowledge that the
Commitment Parties have no obligation to use in connection with the
Transactions, or to furnish to you, confidential information obtained from other
companies.

       

      Each of
the Covered Parties may have economic interests that conflict with those of the
Transaction Parties, their respective equity holders and/or their respective
affiliates.  You agree that each of the Covered Parties will act under
this Commitment Letter as an independent contractor and that nothing in this
Commitment Letter, the Fee Letters or otherwise will be deemed to create an
advisory, fiduciary or agency relationship or fiduciary or other implied duty
between any Covered Party and any Transaction Party, or any of its equity
holders or its affiliates.  You acknowledge and agree that the
transactions contemplated by this Commitment Letter and the Fee Letters
(including the exercise of rights and remedies hereunder and thereunder) are
arm’s-length commercial transactions between each Covered Party, on the one
hand, and the Transaction Parties, on the other, and in connection therewith and
with the process leading thereto, (i) no Covered Party has assumed (A) an
advisory responsibility in favor of any Transaction Party, any of their
respective equity holders or affiliates with respect to the financing
transactions contemplated hereby or (B) a fiduciary responsibility in favor
of any Transaction Party, any of their respective equity holders or affiliates
with respect to the transactions contemplated hereby, or in each case, the
exercise of rights or remedies with respect thereto or the process leading
thereto

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (irrespective
of whether any Covered Party has advised, is currently advising or will advise
any Transaction Party, or any of their respective equity holders or affiliates
on other matters) or any other obligation to any Covered Party except the
obligations expressly set forth in this Commitment Letter and the Fee Letters
and (ii) each Covered Party is acting solely as a principal and not as the agent
or fiduciary of any Transaction Party, its management, equity holders,
affiliates, creditors or any other person.  You acknowledge and agree
that you have consulted your own legal and financial advisors to the extent you
deemed appropriate and that you are responsible for making your own independent
judgment with respect to such transactions and the process leading
thereto.  You agree that you will not claim that any Covered Party has
rendered advisory services of any nature or respect with respect to the
financing transactions contemplated hereby, or owes a fiduciary or similar duty
to you or any of the other Transaction Parties, in connection with such
transactions or the process leading thereto.

       

      In
addition, please note that each of JPMorgan and Goldman Sachs (or their
respective affiliates) has been retained by Green as its financial advisor, and
that each of Morgan Stanley and BAS (or their respective affiliates) has been
retained by Crimson as its financial advisor (each in such capacity, a “Financial
Advisor”) in connection with the Combination.  You agree to
such retention, and further agree not to assert any claim based on any actual or
potential conflicts of interest that might be asserted to arise or result from,
on the one hand, the engagement of the Financial Advisor and, on the other hand,
any Covered Party arranging or providing or contemplating arranging or providing
financing as contemplated herein.

       

      In
addition, please note that no Covered Party provides accounting, tax or legal
advice.  Notwithstanding anything herein to the contrary, you (and
each employee, representative or other agent thereof) may disclose to any and
all persons, without limitation of any kind, the tax treatment and tax structure
of the Credit Facilities and all materials of any kind (including opinions or
other analyses) that are provided to it relating to such tax treatment and tax
structure.  However, any information relating to the tax treatment or
tax structure will remain subject to the confidentiality provisions hereof (and
the foregoing sentence will not apply) to the extent reasonably necessary to
enable the parties hereto, their respective affiliates, and their and their
respective affiliates’ directors and employees to comply with applicable
securities laws.  For this purpose, “tax treatment” means U.S. federal
or state income tax treatment, and “tax structure” is limited to any facts
relevant to the U.S. federal income tax treatment of the transactions
contemplated by this Commitment Letter but does not include information relating
to the identity of the parties hereto or any of their respective
affiliates.

       

      This
Commitment Letter shall not be assignable by you without the prior written
consent of the Commitment Parties (and any purported assignment without such
consent shall be null and void), is intended to be solely for the benefit of the
parties hereto and is not intended to confer any benefits upon, or create any
rights in favor of, any person other than the parties hereto and the indemnified
persons, it being understood that each of the Commitment Parties reserves the
right in its sole discretion at any time to assign all or a portion of its
commitment hereunder to one or more of its affiliates and to allocate all or
portion of its fees thereto.  This Commitment Letter may not be
amended or waived except by an instrument in writing signed by you and each of
the Commitment Parties.  This Commitment Letter may be executed in any
number of counterparts, each of which shall be an original, and all of which,
when taken together, shall constitute one agreement.  Delivery of an
executed signature page of this Commitment Letter by facsimile transmission
shall be effective as delivery of a manually executed counterpart
hereof.  This Commitment Letter and the Fee Letters are the only
agreements that have been entered into among us with respect to the Credit
Facilities and set forth the entire understanding of the parties with respect
thereto.  This Commitment Letter shall be governed by, and construed
in accordance with, the laws of the State of New York; provided, however, that with
respect to any determination as to whether an Effective Date Material Adverse
Effect shall have occurred, such determination shall be

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      governed
by and construed in accordance with the laws of the State of
Delaware.  Any right
to trial by jury with respect to any action or proceeding arising in connection
with or as a result of this Commitment Letter or the Fee Letters or any
arrangement or other matter referred to herein or therein is hereby waived by
the parties hereto.

       

      You
irrevocably and unconditionally submit to the exclusive jurisdiction of any
state or federal court sitting in the City of New York over any suit, action or
proceeding arising out of or relating to this Commitment Letter or the Fee
Letters.  Service of any process, summons, notice or document by
registered mail addressed to you shall be effective service of process against
such person for any suit, action or proceeding brought in any such
court.  You irrevocably and unconditionally waive any objection to the
laying of venue of any such suit, action or proceeding brought in any such court
and any claim that any such suit, action or proceeding has been brought in any
such court and any claim that any such suit, action or proceeding has been
brought in an inconvenient forum.  A final judgment in any such suit,
action or proceeding brought in any such court may be enforced in any other
courts to whose jurisdiction you are or may be subject, by suit upon
judgment.

       

      This
Commitment Letter is delivered to you on the understanding that neither this
Commitment Letter, the Term Sheets or the Fee Letters nor any of their terms or
substance shall be disclosed, directly or indirectly, to any other person
(including, without limitation, other potential providers or arrangers of
financing) except (a) to your officers, agents and advisors and, on a
confidential basis, those of Crimson, Green and Vivendi S.A. who are directly
involved in the consideration of this matter or (b) (i) as may be compelled in a
judicial or administrative proceeding, (ii) as otherwise required by law or
regulation or requested by any United States or foreign governmental or
regulatory authority having jurisdiction over any applicable Transaction Party
or (iii) in the case of the Commitment Letter and the Term Sheets (but not the
Fee Letters and the terms and substance thereof) as the Transaction Parties may
determine is advisable to comply with its obligations under securities and other
applicable laws and regulations (in each such case pursuant to clause (b), you
agree to inform us promptly thereof except to the extent prohibited by
applicable law); provided that the
foregoing restrictions shall cease to apply (except in respect of the Fee
Letters and the terms and substance thereof) after this Commitment Letter has
been accepted by you and this Commitment Letter has become publicly available as
a result of its disclosure in accordance with the terms of this
paragraph.

       

      The
Commitment Parties shall use all nonpublic information received by them in
connection with the Transactions solely for the purposes of providing the
services that are the subject of this Commitment Letter and the transactions
contemplated hereby and shall treat confidentially all such information; provided, however, that nothing
herein shall prevent any Commitment Party from disclosing any such information
(a) to any Lenders or participants or prospective Lenders or participants and
any direct or indirect contractual counterparties to any swap or derivative
transaction relating to Navy or Newco or its obligations under the Credit
Facilities (collectively, “Specified
Counterparties”), (b) in any legal, judicial, administrative proceeding
or other process or otherwise as required by applicable law or regulations (in
which case such Commitment Party shall promptly notify you, in advance, to the
extent permitted by law), (c) upon the request or demand of any regulatory
authority having jurisdiction over such Commitment Party or its affiliates (in
which case such Commitment Party shall, except with respect to any audit or
examination conducted by bank accountants or any governmental bank regulatory
authority exercising examination or regulatory authority, promptly notify you,
in advance, to the extent lawfully permitted to do so), (d) to the employees,
legal counsel, independent auditors, professionals and other experts or agents
of such Commitment Party (collectively, “Representatives”) who
are informed of the confidential nature of such information, (e) to any of its
respective affiliates solely in connection with the Transactions (provided that
such information shall be provided on confidential basis, and such Commitment
Party shall be responsible for its affiliates’ compliance with this paragraph),
(f) to the extent

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      any
such information becomes publicly available other than by reason of disclosure
by such Commitment Party, its affiliates or Representatives in breach of this
Commitment Letter and (g) for purposes of establishing a “due diligence” or
other similar defense; provided that the
disclosure of any such information to any Lenders or prospective Lenders or
participants or prospective participants or Specified Counterparties referred to
above shall be made subject to the acknowledgment and acceptance by such Lender
or prospective Lender or participant or prospective participant or Specified
Counterparty that such information is being disseminated on a confidential basis
in accordance with the standard syndication processes of such Commitment Party
or customary market standards for dissemination of such types of
information.  The obligations of the Commitment Parties under this
paragraph shall remain in effect until the earlier of (i) two years from the
date hereof and (ii) the date the Credit Facilities Documentation is entered
into, at which time any confidentiality undertaking in the Credit Facilities
Documentation shall supersede the provisions of this paragraph.

       

      Each
of the Commitment Parties hereby notifies you that, pursuant to the requirements
of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law on
October 26, 2001) (the “Patriot Act”), it is
required to obtain, verify and record information that identifies the Borrower
(as defined in the Term Sheet), which information includes names and addresses
and other information that will allow such Commitment Party to identify the
Borrower in accordance with the Patriot Act.

       

      The
compensation, reimbursement, indemnification, syndication, market flex and
confidentiality provisions contained herein and in the Fee Letters and any other
provision herein or therein which by its terms expressly survives the
termination of this Commitment Letter shall remain in full force and effect
regardless of whether the Credit Facilities Documentation shall be executed and
delivered and notwithstanding the termination of this Commitment Letter or the
Commitment Parties’ commitments hereunder; provided that your
obligations under this Commitment Letter (other than your obligations with
respect to market flex, confidentiality and syndication) shall automatically
terminate and be superseded by the provisions of the Credit Facilities
Documentation upon the effectiveness thereof, and you shall automatically be
released from all liability in connection therewith at such time.  The
commitments hereunder may be terminated in whole or in part by you at any time
subject to the provisions of the preceding sentence.

       

      If
the foregoing correctly sets forth our agreement, please indicate your
acceptance of the terms hereof and of the Term Sheets and the Fee Letters by
returning to us executed counterparts hereof and of the Fee Letters (together
with the fees payable pursuant to the Fee Letters upon acceptance hereof) not
later than 5:00 p.m., New York City time, on December 3,
2009.  The Commitment Parties commitments and agreements hereunder
will expire at such time in the event we have not received such executed
counterparts (and such fees) in accordance with the preceding
sentence.

       

      The
commitments and agreements of the Commitment Parties under this Commitment
Letter shall automatically terminate upon the earliest to occur of (i) the
consummation of the Combination, (ii) the execution and delivery of the Credit
Facilities Documentation, (iii) the termination of the Master Agreement and (iv)
December 3, 2010 (or such later date as the “End Date” under the Master
Agreement may be extended pursuant to Section 10.01(d) thereof, but in any
event no later than June 3, 2011) unless, in the case of this clause (iv),
each Commitment Party shall, in its sole discretion, agree to an
extension.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      We
are pleased to have been given the opportunity to assist you in connection with
this important financing.

       

      
        	
                Very
      truly yours,

              
	 
      	 
      
	 
      	 
      
	
                J.P.
      MORGAN SECURITIES INC.

              
	 
      	 
      
	
                By:

              	
                /s/
      Thomas Cassin
      
                  
      

              
	 
      	
                Name:
      Thomas Cassin

              
	 
      	
                Title:
      Managing Director

              
	 
      	 
      
	 
      	 
      
	
                JPMORGAN
      CHASE BANK, N.A.

              
	 
      	 
      
	
                By:

              	
                /s/
      Peter B. Thauer

              
	 
      	
                Name:
      Peter B. Thauer

              
	 
      	
                Title:
      Executive Director

              
	 
      	 
      
	 
      	 
      
	
                GOLDMAN
      SACHS CREDIT PARTNERS L.P.

              
	 
      	 
      
	
                By:

              	
                /s/
      Alexis Maged

              
	 
      	
                Name:
      Alexis Maged

              
	 
      	
                Title:
      Authorized Signatory

              
	 
      	 
      
	 
      	 
      
	
                MORGAN
      STANLEY SENIOR FUNDING, INC.

              
	 
      	 
      
	
                By:

              	
                /s/
      Anish Shah

              
	 
      	
                Name:
      Anish Shah

              
	 
      	
                Title:
      Vice President

              
	 
      	 
      
	 
      	 
      
	
                BANC
      OF AMERICA SECURITIES LLC

              
	 
      	 
      
	
                By:

              	
                /s/
      Andrew M. Hensley  

              
	 
      	
                Name:
      Andrew M. Hensley

              
	 
      	
                Title:
      Director

              
	 
      	 
      
	 
      	 
      
	
                BANK
      OF AMERICA, N.A.

              
	 
      	 
      
	
                By:

              	
                /s/
      Peter van der Horst

              
	 
      	
                Name:
      Peter van der Horst

              
	 
      	
                Title:
      Senior Vice President

              
	 
      	 
      
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                CITIGROUP
      GLOBAL MARKETS INC.

              
	 
      	 
      
	
                By:

              	
                /s/
      Carolyn A.
      Kee                          

              
	 
      	
                Name:
      Carolyn A.
      Kee                          

              
	 
      	
                Title:
      Managing Director

              
	 
      	 
      


      

      


       

      Accepted
and agreed to as of

       

      the
date first written above by:

       

      


       

      NBC
UNIVERSAL, INC.

       

      
        	
                By:

              	
                /s/
      Jeffrey A. Zucker

              
	 
      	
                Name:
      Jeffrey A. Zucker

              
	 
      	
                Title:
      President & CEO

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
A

       

      TRANSACTIONS
DESCRIPTION

       

      Capitalized
terms used but not defined in this Exhibit A shall have the meanings set forth
in the Commitment Letter to which this Exhibit A is attached and in the other
Exhibits attached thereto or, when specified, the Master Agreement (as defined
below).

       

      NBC
Universal, Inc., a Delaware corporation (“Navy”), intends to
enter into that certain Master Agreement dated as of December 3, 2009
(collectively with the Ancillary Agreements and Disclosure Letters described
therein, the “Master
Agreement”) with Comcast Corporation (“Crimson”), General
Electric Company (“Green”) and Navy, LLC
(“Newco” and,
together with Crimson, Green and you, the “Transaction
Parties”), pursuant to which, among other steps, (i) 100% of the issued
and outstanding equity interests in Navy will be contributed to Newco, and (ii)
certain of Crimson’s assets and liabilities, collectively identified in the
Master Agreement as the Contributed Comcast Businesses (the “Contributed Comcast
Businesses”) will be contributed to Navy and combined (the “Combination”) with
certain of the assets and liabilities of Navy and its subsidiaries, collectively
identified in the Master Agreement as the NBCU Businesses (including certain
assets and liabilities contributed to Navy but excluding the Excluded NBCU
Assets and the Excluded NBCU Liabilities (each, as defined in the Master
Agreement)) (the “NBCU
Businesses”; each of the NBCU Businesses and the Contributed Comcast
Businesses, a “Contributed Business”
and, collectively, the “Contributed
Businesses”).

       

      In
connection with the foregoing, it is intended that:

       

      (a)           Navy
Holdco 1 (as defined in the Master Agreement) will, and Green will cause Navy
Holdco 1 to, acquire all the outstanding shares of Navy that it does not already
own;

       

      (b)           Navy
will make a distribution (the “Navy Dividend”) to
its equity holders in an aggregate amount of up to $9.1 billion, which will be
financed with the proceeds of:

       

      (i)           $3.0
billion from a senior unsecured three-year term loan facility (the “Term Facility”)
having the terms set forth in Exhibit B; and

       

      (ii)           $6.1
billion from, at the option of the Borrower, either (x) the issuance of senior
unsecured notes (the “Senior Notes”) in a
public offering or Rule 144A private placement or (y) a senior unsecured 364-day
bridge term loan facility (the “Bridge Facility”)
having the terms set forth in Exhibit C (or any combination of the Senior Notes
and the Bridge Facility as determined by the Borrower);

       

      (c)           Navy
Holdco 1 will, and Green will cause Navy Holdco 1 to, contribute all of the
outstanding shares of Navy to Navy Holdco 2 (as defined in the Master
Agreement);

       

      (d)           Navy
will convert from a Delaware corporation to a Delaware limited liability
company;

       

      (e)           Navy
Holdco 2 will, and Green will cause Navy Holdco 2 to, contribute all of the
outstanding shares of Navy to Newco and Newco will issue membership interests in
Newco (“Newco
Membership Interests”) to Navy Holdco 2 in exchange
therefor;

       

      (f)           Green
will, and will cause its Subsidiaries (other than the NBCU Entities) (each of
the terms “Subsidiaries” and “NBCU Entities”, as defined in the Master
Agreement) to, transfer, directly or

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      indirectly,
the Contributed NBCU Assets (as defined in the Master Agreement) to Navy and
Navy shall assume the Assumed NBCU Liabilities (as defined in the Master
Agreement);

       

      (g)           Crimson
will, or will cause one or more of its Subsidiaries to, contribute or transfer,
as applicable, the Contributed Comcast Assets (as defined in the Master
Agreement) to Newco or, at the direction of Newco, to Navy, and Newco or Navy,
as applicable, shall assume the Assumed Comcast Liabilities (as defined in the
Master Agreement), and Newco will issue to Crimson Newco Membership Interests in
consideration therefor; and

       

      (h)           Immediately
following the transactions described by the foregoing clauses (a) through (g),
Crimson will purchase Newco Membership Interests from Navy Holdco 2, the
consummation of which will result in Crimson and Navy Holdco 2 owning 51% and
49% of the outstanding Newco Membership Interests, respectively;

       

      (i)           In
addition to the Senior Notes and/or the Bridge Facility, in connection with the
consummation of the Combination Navy will enter into a $750.0 million three-year
revolving credit facility (the “Revolving Facility”;
the Revolving Facility, together with the Term Facility, the “Senior Facilities”;
each of the Senior Facilities and the Bridge Facility, a “Credit Facility” and
collectively, the “Credit Facilities”),
in each case, having the terms set forth in Exhibit B.

       

      The
transactions described above are collectively referred to herein as the “Transactions”.

       

      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      Exhibit
B

       

      SENIOR
FACILITIES

       

      Summary
of Terms and Conditions

       

      


       

      December
2009

       

      _______________________

       

      


       

      Set
forth below is a summary of the terms and conditions for the Senior
Facilities.  Capitalized terms used but not defined in this Exhibit B
shall have the meanings set forth in the Commitment Letter to which this Exhibit
B is attached and in the other Exhibits attached thereto.

       

      
        	
                I.
      PARTIES

                 

              
	
                Borrower:

                 

              	
                NBC
      Universal, Inc. (the “Borrower”).

                 

              
	
                Joint
      Lead Arrangers and Joint Bookrunners:

                 

              	
                J.P.
      Morgan Securities Inc., Goldman Sachs Credit Partners L.P. (“GSCP”) and
      Morgan Stanley Senior Funding, Inc. (“MSSF”)
      (collectively, the “Lead
      Arrangers”).

                 

              
	
                Co-Lead
      Arrangers:

                 

              	
                Banc
      of America Securities LLC (“BAS”) and
      Citigroup Global Markets Inc. (“CGMI”)
      (collectively, the “Co-Lead
      Arrangers”).

                 

              
	
                Administrative
      Agent:

                 

              	
                JPMorgan
      Chase Bank, N.A. (“JPMorgan Chase
      Bank” and in such capacity, the “Administrative
      Agent”).

                 

              
	
                Co-Syndication
      Agents:

                 

              	
                GSCP
      and MSSF.

                 

              
	
                Co-Documentation
      Agents:

                 

              	
                Bank
      of America, N.A. (“BOA”) and
      CGMI.

                 

              
	
                Lenders:

                 

              	
                A
      syndicate of banks, financial institutions and other entities, including
      JPMorgan Chase Bank, GSCP, MSSF, BOA and CGMI arranged by the Lead
      Arrangers (collectively, the “Lenders”).

                 

              
	
                II.
      CREDIT
      FACILITIES

                 

              
	
                A.
      Term
      Facility

                 

              	 
      
	
                Type
      and Amount:

                 

              	
                A
      three-year term loan facility (the “Term Facility”;
      the commitments thereunder, the “Term
      Commitments”) in the amount of $3.0 billion (the loans thereunder,
      the “Term
      Loans”).

                 

              
	
                 

                Availability:

                 

              	
                 

                The
      Term Loans shall be made in a single drawing on the Effective
      Date.  Repayments and prepayments of the Term Loans may not be
      reborrowed.

                 

              


      

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      


       

      
        	
                Maturity
      and Amortization:

                 

              	
                The
      Term Loans will mature on the date that is three years after the Effective
      Date (as defined below) (the “Term Facility Maturity
      Date”).

                 

              
	 
      	
                The
      Term Loans shall be repayable (i) in an amount equal to 10% of the
      original principal amount of the Term Facility on the one-year anniversary
      of the Effective Date, (ii) thereafter until the Term Facility Maturity
      Date, in quarterly installments equal to 2.5% of the original principal
      amount of the Term Facility and (iii) with the balance payable in full on
      the Term Facility Maturity Date.

                 

              
	
                Use
      of Proceeds:

                 

              	
                The
      proceeds of the Term Loans shall be used to finance a portion of the Navy
      Dividend, to pay fees and expenses in connection with the Transactions and
      for general corporate purposes and working capital of the Borrower and its
      subsidiaries.

                 

              
	
                B.
      Revolving
      Facility

                 

              	 
      
	
                Type
      and Amount:

                 

              	
                A
      three-year revolving credit facility (the “Revolving
      Facility”; the commitments thereunder, the “Revolving
      Commitments”, and the Revolving Commitments, together with the Term
      Commitments, “Commitments”)
      in the amount of $750.0 million (the loans thereunder, the “Revolving
      Loans”; and the Revolving Loans, together with the Term Loans,
      “Loans”).

                 

              
	
                 

                Availability:

                 

              	
                 

                The
      Revolving Facility shall be available on a revolving basis during the
      period commencing on the Effective Date and ending on the date that is
      three years after the Effective Date (the “Revolving Termination
      Date”).

                 

              
	
                 

                Letters
      of Credit:

                 

              	
                 

                A
      portion of the Revolving Facility to be agreed shall be available for the
      issuance of letters of credit (the “Letters of
      Credit”) by JPMorgan Chase Bank and such other Lenders as the
      Borrower and Administrative Agent shall agree (such Lenders collectively
      with JPMorgan Chase Bank, the “Issuing
      Lenders”).  No Letter of Credit shall have an expiration
      date after the earlier of (a) one year after
      the date of issuance and (b) five business
      days prior to the Revolving Termination Date, provided that
      any Letter of Credit with a one-year tenor may provide for the renewal
      thereof for additional one-year periods (which shall in no event extend
      beyond the date referred to in clause (b) above).

                 

              
	 
      	
                 

                Drawings
      under any Letter of Credit shall be reimbursed by the Borrower (whether
      with its own funds or with the proceeds of Revolving Loans) within one
      business day.  To the extent that the Borrower does not so
      reimburse the relevant Issuing Lender, the Lenders under the Revolving
      Facility shall be irrevocably and unconditionally obligated to reimburse
      such Issuing Lender on a pro rata
      basis.

                 

              


      

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      


       

      
        	
                 

                Competitive
      Loans:

                 

              	
                 

                The
      Borrower shall have the option to request that the Lenders bid for loans
      (“Competitive
      Loans” bearing interest at ABR (as defined in Annex I) or a margin
      over the Eurodollar Rate (as defined in Annex I), with specified
      maturities ranging from 7 to 360 days.  Each Lender shall have
      the right, but not the obligation, to submit bids at its
      discretion.  The Borrower, by notice given four business days in
      advance in the case of Eurodollar Rate bids and one business day in
      advance in the case of ABR bids, shall specify the proposed date of
      borrowing, the interest period, the amount of the Competitive Loan and the
      maturity date thereof, the interest rate basis to be used by the Lenders
      in bidding and such other terms as the Borrower may
      specify.  The Administrative Agent shall advise the Lenders of
      the terms of the Borrower’s notice, and, subject to acceptance by the
      Borrower, bids shall be allocated to each Lender in ascending order from
      the lowest bid to the highest bid acceptable to the
      Borrower.  While Competitive Loans are outstanding, the
      available commitments under the Revolving Facility shall be reduced by the
      aggregate amount of such Competitive Loans.

                 

              
	
                Maturity:

                 

              	
                The
      Revolving Termination Date.

                 

              
	
                Use
      of Proceeds:

                 

              	
                The
      Revolving Facility shall be used for general corporate purposes and
      working capital of the Borrower and its subsidiaries.

                 

              
	
                III.
      CERTAIN PAYMENT
      PROVISIONS

                 

              
	
                Fees
      and Interest Rates:

                 

              	
                As
      set forth on Annex I.

                 

              
	
                Optional
      Prepayments and Commitment Reductions:

                 

              	
                Loans
      may be optionally prepaid in an aggregate principal amount of $5.0 million
      or a multiple of $1.0 million in excess thereof, and Revolving Commitments
      may be optionally reduced in an amount equal to $5.0 million or a multiple
      of $1.0 million in excess thereof, in each case at the option of the
      Borrower at any time upon same day (or in the case of a prepayment of
      Eurodollar Loans (as defined in Annex I), three days’ prior) notice, in
      each case, which notice shall have been received prior 11:00 a.m. (New
      York time) on such day; provided that
      Competitive Loans may not be prepaid without the consent of the relevant
      Lender.  Optional prepayments of the Term Loans shall be applied
      as directed by the Borrower and may not be reborrowed.

                 

              
	
                IV.
      CERTAIN
      CONDITIONS

                 

              
	
                Initial
      Conditions:

                 

              	
                The
      Senior Facilities shall be initially available on the Effective Date
      subject only to (a) the satisfaction of the conditions set forth in
      Exhibit D and (b) the accuracy in all material respects of the
      representations and warranties contained in the Senior Credit

                 

              


      

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      


       

      
        	 
      	
                Documentation
      (as defined below), subject to the limitations set forth in the Certain
      Funds Provision contained in the Commitment Letter; provided that
      to the extent any of the foregoing are qualified or subject to “material adverse
      effect”, the definition thereof shall be “Effective Date Material
      Adverse Effect” (as defined in the Commitment Letter) for purposes of any
      representations and warranties made or to be made on, or as of, the
      Effective Date, or a date prior thereto (the date upon which all such
      conditions precedent shall be satisfied, the “Effective
      Date”).

                 

              
	
                On-Going
      Conditions:

                 

              	
                The
      making of each extension of credit (other than the initial extensions of
      credit made on the Effective Date) shall be conditioned upon (a) the
      accuracy in all material respects of all representations and warranties in
      the Senior Credit Documentation (other than the material adverse change
      and litigation representations, which shall be made only on the Effective
      Date), and (b) there being no default or event of default in existence at
      the time of, or after giving effect to the making of, such extension of
      credit.  As used herein and in the Senior Credit Documentation,
      a “material adverse change” shall mean any set of circumstances or events
      which (i) has had or would reasonably be expected to have a material
      adverse effect upon the validity or enforceability of any of the Senior
      Credit Documentation or (ii) has had or would reasonably be expected to
      have a material adverse effect on the ability of the Borrower to perform
      its payment obligations under the Senior Credit
Documentation.

                 

              
	
                V.
      CERTAIN
      DOCUMENTATION MATTERS

                 

              
	
                Senior
      Credit Documentation:

                 

              	
                The
      definitive documentation for the Senior Facilities (the “Senior Credit
      Documentation”) shall contain the following representations,
      warranties, covenants and events of default, in each case, applicable to
      the Borrower and its Restricted Subsidiaries, and subject to mutually
      agreed exceptions, baskets and materiality qualifiers customary for
      similar investment grade financings or as otherwise set forth
      below:

                 

              
	
                Restricted
      Subsidiaries:

                 

              	
                All
      subsidiaries of the Borrower except those designated as unrestricted
      subsidiaries (the “Restricted
      Subsidiaries”; the Borrower and the Restricted Subsidiaries,
      collectively, the “Restricted
      Group”).  The Borrower may designate a Restricted
      Subsidiary as an unrestricted subsidiary or an unrestricted subsidiary as
      a Restricted Subsidiary so long as no default exists or would result
      therefrom and, in certain circumstances, a certificate showing pro forma
      compliance with the financial covenants is provided.

                 

              
	
                Representations
      and Warranties:

                 

              	
                Existence
      and qualification; compliance with laws; power; authorization; enforceable
      obligations; no legal bar; financial

                 

              


      

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      


       

      
        	 
      	
                statements;
      no material adverse change (as described above); no material litigation on
      the Effective Date except as disclosed as of the Effective Date; Effective
      Date solvency; no default; authorizations to do business; payment of
      taxes; compliance with margin regulations; Investment Company Act; ERISA
      compliance; ownership of assets; environmental compliance; use of
      proceeds; and disclosure (to include a material adverse effect
      qualifier).

                 

              
	
                Affirmative
      Covenants:

                 

              	
                Delivery
      of annual audited financial statements and unaudited quarterly financial
      statements for the first three fiscal quarters of each fiscal year of (a)
      the Borrower and its consolidated subsidiaries and (b) the Restricted
      Group (provided that
      with respect to the Restricted Group, only unaudited consolidated balance
      sheets and related consolidated statements of income and cash flows
      without footnotes shall be required to be delivered); delivery of
      quarterly unaudited financial statements for the Contributed Comcast
      Businesses (prior to the Effective Date only); delivery of certificates,
      notices and other information; payment of taxes; preservation of
      existence; maintenance of properties and insurance coverage; compliance
      with laws and material contractual obligations; inspection rights; keeping
      of records and books of account; and use of proceeds.

                 

              
	
                Financial
      Covenant:

                 

              	
                With
      respect to the Restricted Group, maximum Consolidated Leverage Ratio (as
      defined in Annex II), to be tested quarterly commencing with the first
      full fiscal quarter ending after the Effective Date not to exceed (i) 4.85
      to 1.00 for the first eight full fiscal quarters ending after
      the Effective Date and (ii) 4.25 to 1.00 thereafter.

                 

              
	
                Negative
      Covenants:

                 

              	
                Restrictions
      on: liens; subsidiary indebtedness (including guarantees of indebtedness,
      unless the Senior Facilities shall be equally and ratably guaranteed);
      fundamental changes; transactions with affiliates; ERISA compliance;
      subsidiary distributions and margin regulations.

                 

              
	 
      	
                In
      addition, to the extent that any “Comcast Note” and/or “GE Note” (as each
      such term is defined in the Master Agreement) is issued and outstanding,
      no repayment thereof shall be permitted if after giving effect to such
      repayment an event of default shall have occurred and be outstanding under
      the Senior Credit Documentation.

                 

              
	
                Events
      of Default:

                 

              	
                Failure
      to pay any principal when due; failure to pay any interest or fees payable
      within five days of when due; breach of covenants (subject, in the case of
      all affirmative covenants other than with respect to delivery of default
      notices and use of proceeds, to a 30-day grace period after receipt of
      written notice thereof from the Administrative Agent), representations or
      warranties inaccurate in any material respect when made;

                 

              


      

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      


       

      
        	 
      	
                acceleration
      in respect of material debt and cross event of default to the Bridge
      Facility; final non-appealable material judgments; insolvency and
      bankruptcy events; and “Change of Control”.

                 

              
	 
      	
                “Change
      of Control” shall mean (a)(i) prior to a qualified IPO, (x) Green and
      Crimson cease to own, in the aggregate, at least 51% of the Borrower’s
      voting stock or (y) any person or group (other than Green or Crimson)
      shall own a greater percentage of the Borrower’s voting stock than each of
      Crimson and Green, individually and (ii) after a qualified IPO, any person
      or group (other than Green and Crimson) shall own more than the greater of
      (x) 35% of the Borrower’s voting stock or (y) the percentage of the
      Borrower’s voting stock then held by Green and Crimson; or (b) a majority
      of the Borrower’s directors ceases to be “continuing directors”. For
      purposes of the foregoing, references to Crimson and Green shall include
      their respective affiliates.

                 

              
	
                Voting:

                 

              	
                Amendments
      and waivers with respect to the Senior Credit Documentation shall require
      the approval of Lenders holding more than 50% of the aggregate amount of
      the Term Loans (or, prior to the Effective Date, the Term Commitments) and
      the Revolving Commitments, except that (a) the consent of each Lender
      directly and adversely affected thereby shall be required with respect to
      (i) reductions in the amount of principal owed to such Lender, (ii)
      reductions in the amount or extensions of the scheduled date of
      amortization or maturity of any Loan, (iii) reductions in the rate of
      interest or any fee or extensions of any due date thereof and (iv)
      increases in the amount or extensions of the expiry date of any Lender’s
      Revolving Commitments and (b) the consent of 100% of the Lenders shall be
      required with respect to  modifications to any of the voting
      requirements.

                 

              
	 
      	
                The
      Senior Credit Documentation shall contain customary provisions (i) with
      respect to defaulting Lenders (including without limitation the non-pro
      rata removal or replacement of any Lender that has (or is controlled by
      any person or entity that has) been deemed insolvent or become subject to
      a bankruptcy, insolvency, receivership, conservatorship or other similar
      proceedings, or has otherwise become a “defaulting” lender generally in
      credit agreements to which it is a party (other than actions taken in good
      faith to exercise or preserve its rights and remedies as a lender), in the
      case of any replacement, with another financial institution identified by
      the Borrower and otherwise reasonably acceptable to the Administrative
      Agent and, in the case of Lenders under the Revolving Facility, the
      Issuing Lenders) and (ii) for replacing non-consenting Lenders in
      connection with amendments and waivers requiring the consent of all
      Lenders or of all Lenders directly affected thereby so long as Lenders
      holding more than 50% of the aggregate amount of the Term Loans (or, prior
      to the Effective Date, the Term

                 

              


      

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      


       

      
        	 
      	
                Commitments)
      and the Revolving Commitments shall have consented thereto.

                 

              
	
                Assignments
      and Participations:

                 

              	
                The
      Lenders shall be permitted to assign their Loans and Commitments with the
      consent (other than in the case of assignments to Lenders, affiliates of
      Lenders and approved funds) of (i) prior to the initial extensions of
      credit on the Effective Date, the Borrower and solely for administrative
      processing purposes, the Administrative Agent, and in the case of
      Revolving Commitments only, the Administrative Agent and the Issuing
      Lenders (such consent of the Administrative Agent and the Issuing Lenders
      not to be unreasonably withheld or delayed), and (ii) on or after the
      Effective Date with the consent of the Borrower, and in the case of
      Revolving Commitments only, the Administrative Agent and the Issuing
      Lenders (each such consent not to be unreasonably withheld or
      delayed).

                 

              
	 
      	
                In
      addition, the Lenders shall be permitted to sell participations in their
      Loans and Commitments.  Participants shall have the same
      benefits as the Lenders with respect to yield protection and increased
      cost provisions.  Voting rights of participants shall be limited
      to those matters with respect to which the affirmative vote of the Lender
      from which it purchased its participation would be required as described
      under “Voting” above.  Pledges of Loans in accordance with
      applicable law shall be permitted without
      restriction.  Promissory notes shall be issued only upon
      request.

                 

              
	
                Yield
      Protection:

                 

              	
                The
      Senior Credit Documentation shall contain customary provisions (a)
      protecting the Lenders against increased costs or loss of yield resulting
      from changes in reserve, tax, capital adequacy and other requirements of
      law and from the imposition of or changes in withholding or other taxes
      and (b) indemnifying the Lenders for “breakage costs” incurred in
      connection with, among other things, any prepayment of a Eurodollar Loan
      on a day other than the last day of an interest period with respect
      thereto.

                 

              
	
                Expenses
      and Indemnification:

                 

              	
                The
      Borrower shall pay (a) all reasonable out-of-pocket expenses of the
      Administrative Agent and the Lead Arrangers associated with the
      syndication of the Senior Facilities and the preparation, execution,
      delivery and administration of the Senior Credit Documentation and any
      amendment or waiver with respect thereto (including the reasonable fees,
      disbursements and other charges of one counsel to the Administrative Agent
      and the Lead Arrangers taken as a whole and, solely in the case of a
      conflict of interest, one additional counsel (and, if reasonably
      necessary, one regulatory counsel and one local counsel in each relevant
      jurisdiction) and (b) all reasonable out-of-pocket expenses of the
      Administrative Agent, the Issuing Lenders and the Lenders (including the
      fees, disbursements and other charges of one

                 

              


      

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      


       

      
        	 
      	
                counsel
      to the Administrative Agent, the Issuing Lenders and the Lenders taken as
      a whole and, solely in the case of a conflict of interest, one additional
      counsel (and, if reasonably necessary, one regulatory counsel) in
      connection with the enforcement of the Senior Credit
      Documentation.

                 

              
	 
      	
                The
      Administrative Agent, the Lead
      Arrangers, the Co-Lead Arrangers, the Issuing Lenders and the Lenders (and
      their affiliates and their respective officers, directors, employees,
      advisors and agents) will have no liability for, and will be indemnified
      and held harmless against, any loss, liability, cost or expense incurred
      in respect of the financing contemplated hereby or the use or the proposed
      use of proceeds thereof (except to the extent resulting from (i) the bad
      faith, gross negligence or willful misconduct of an indemnified party,
      (ii) a material breach by a Lender of its express obligations under the
      Senior Credit Documentation or (iii) any claim, litigation, investigation
      or proceeding that does not involve an act or omission of the Borrower or
      any of its affiliates and that is brought by a Lender against another
      Lender in connection with secondary market trading
      activities).

                 

              
	
                Governing
      Law and Forum:

                 

              	
                State
      of New York.

                 

              
	
                Counsel
      to the Administrative Agent and Lead Arrangers:

                 

              	
                Simpson
      Thacher & Bartlett LLP.

                 

              


      

    

     

     

    
      

        
          
             


          

          
             


            
              

            

          

          
             


          

        


        Annex I

         

        INTEREST AND CERTAIN
FEES

         

        
          	
                  Interest
      Rate Options:

                   

                	
                  The
      Borrower may elect that the Loans comprising each borrowing bear interest
      at a rate per annum equal to (i) the ABR plus the
      Applicable Amount or (ii) the Eurodollar Rate plus the
      Applicable Amount.

                   

                
	 
      	
                  As
      used herein:

                   

                
	 
      	
                  “ABR”
      means the highest of (i) the rate of interest publicly announced by
      JPMorgan Chase Bank as its prime rate in effect at its principal office in
      New York City (the “Prime Rate”), (ii) the federal funds effective rate
      from time to time plus 0.5% and (iii) the Eurodollar Rate for a one month
      interest period plus 1.0%.

                   

                
	 
      	
                  “Applicable
      Amount” means a percentage determined in accordance with the pricing grid
      (the “Pricing Grid”) attached hereto as Annex I-A, subject in each case to
      an increase of 0.50% as of the last day of each 90-day period after the
      Effective Date prior to the repayment in full of the obligations under the
      Bridge Facility (with the Applicable Amount reverting back to the Pricing
      Grid upon repayment).

                   

                
	 
      	
                  “Eurodollar
      Rate” means the rate (adjusted for any statutory reserve requirements for
      eurocurrency liabilities) for eurodollar deposits for a period equal to
      one, two, three or six, or, if agreed to by all relevant Lenders, nine or
      twelve months or periods less than one month (as selected by the Borrower)
      appearing on the Reuters Screen LIBOR01 Page.

                   

                
	
                  Interest
      Payment Dates:

                   

                	
                  In
      the case of Loans bearing interest based upon the ABR (“ABR Loans”),
      quarterly in arrears.

                   

                
	 
      	
                  In
      the case of Loans bearing interest based upon the Eurodollar Rate
      (“Eurodollar Loans”), on the last day of each relevant interest period
      and, in the case of any interest period longer than three months, on each
      successive date three months after the first day of such interest
      period.

                   

                
	
                  Commitment
      Fees:

                   

                	
                  Commencing
      on the Effective Date the Borrower shall pay commitment fees, payable
      quarterly in arrears, calculated at a rate per annum determined in
      accordance with the Pricing Grid, on the average daily unused amount of
      the Revolving Facility.  Competitive Loans shall, for purposes
      of the commitment fee calculations, not be deemed to be a utilization of
      the Revolving Facility.

                   

                
	
                  Letter
      of Credit Fees:

                   

                	
                  The
      Borrower shall pay a fee on all outstanding Letters of Credit at a rate
      per annum equal to the Applicable Margin then in effect with respect to
      Revolving Loans which are Eurodollar Loans on the face amount of each such
      Letter of Credit.  Such fee shall be shared ratably among the
      Lenders participating in the Revolving Facility and shall be payable
      quarterly in arrears.

                   

                
	 
      	
                  A
      fronting fee on the face amount of each Letter of Credit shall be payable
      to the relevant Issuing Lender for its own account in such amounts and at
      such times to be agreed with such Issuing Lender.  In addition,
      customary administrative, issuance, amendment, payment and negotiation
      charges shall be payable to each Issuing Lender for its own
      account.

                   

                
	
                  Default
      Rate:

                   

                	
                  At
      any time when the Borrower is in default in the payment of any amount of
      principal due under the Senior Facilities, such amount shall bear interest
      at 2% above the rate otherwise applicable thereto.  Overdue
      interest, fees and other amounts shall bear interest at 2% above the rate
      applicable to ABR Loans.

                   

                
	
                  Rate
      and Fee Basis:

                   

                	
                  All
      per annum rates shall be calculated on the basis of a year of 360 days (or
      365/366 days, in the case of ABR Loans the interest rate payable on which
      is then based on the Prime Rate) for actual days elapsed.

                   

                


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        Annex
I-A

         

        PRICING
GRID

         

        


         

        
          	
                  Debt
      Rating

                   

                	
                  Eurodollar
      Rate

                   

                	
                  ABR

                   

                	
                  Commitment
      Fee

                   

                
	
                  A-/A3

                   

                	
                  2.00%

                   

                	
                  1.00%

                   

                	
                  0.250%

                   

                
	
                  BBB+/Baa1

                   

                	
                  2.25%

                   

                	
                  1.25%

                   

                	
                  0.375%

                   

                
	
                  BBB/Baa2

                   

                	
                  2.50%

                   

                	
                  1.50%

                   

                	
                  0.50%

                   

                
	
                  BBB-/Baa3

                   

                	
                  2.75%

                   

                	
                  1.75%

                   

                	
                  0.50%

                   

                
	
                  BB+/Baa3
      or BBB-/Ba1

                   

                	
                  3.00%

                   

                	
                  2.00%

                   

                	
                  0.625%

                   

                
	
                  Any
      less favorable rating

                   

                	
                  3.50%

                   

                	
                  2.50%

                   

                	
                  0.625%

                   

                


        

        


         

        For
purposes of the foregoing, “Debt Rating” means,
as of any date of determination, the rating as determined by S&P or Moody’s,
as the case may be, of the Borrower’s senior unsecured non-credit enhanced
long-term indebtedness for borrowed money; provided that if a
Debt Rating is issued by each of S&P and Moody’s, then the higher of such
Debt Ratings shall apply, unless there is a
split in Debt Ratings of more than one level, in which case the level that is
one level higher than the lower Debt Rating shall apply.  The Debt
Ratings shall be determined from the most recent public announcement of any
changes in the Debt Ratings.

         


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        Annex II

         

        Consolidated Leverage Ratio
Definitions1

         

        “Consolidated EBITDA”
means, for any period,

         

        (a)
Consolidated Net Income of the Borrower and its Restricted Subsidiaries on a
consolidated basis plus, (b) to the
extent reducing Consolidated Net Income for such period, and without
duplication:

         

        (i)
income tax expense;

         

        (ii)
interest expense (including amortization or write-off of debt issuance costs and
commissions, discounts and other fees and charges associated with Indebtedness),
amortization of capitalized interest and the net amount accrued (whether or not
actually paid) pursuant to any interest rate protection agreement during such
period (or minus the net amount receivable (whether or not actually received)
during such period);

         

        (iii)
depreciation and amortization expense including amortization of intangibles, but
excluding amortization expense relating to film, television or similar
entertainment rights, investments or inventory (other than amortization expense
relating to film and television library assets resulting from the effects of
purchase accounting);

         

        (iv)
extraordinary expenses or loss and unusual or non-recurring non-cash expenses or
losses (including, whether or not otherwise includable as a separate item in the
statement of such Consolidated Net Income for such period, (x) non-cash losses
from Dispositions not in the ordinary course of business and (y) goodwill or
intangible asset impairment);

         

        (v)
restructuring charges deemed to be one time in nature (excluding charges
incurred in the ordinary course of business), including restructuring charges in
connection with the Transactions, whether or not otherwise includable as a
separate item in the statement of such Consolidated Net Income for such period;
provided that
the aggregate amount cash charges permitted to be added back to Consolidated Net
Income under this clause (v) shall not exceed $250,000,000 in any
period;

         

        (vi)
transaction expenses directly related to the Transactions; and

         

        (vii)
any other non-cash charges to income (including, but not limited to, stock based
compensation);

         

        minus, (c) to the
extent included in the calculation of Consolidated Net Income for such period,
and without duplication,

         

        (i)
income tax benefit;

         

        (ii)
interest income, other than imputed interest income from long-term
receivables;

         

        

          

        

          
          1
Defined terms used but not
otherwise defined herein, shall have the meanings given them in the Crimson
Amended and Restated Credit Agreement.

           

        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        (iii)
any extraordinary income or gains and any unusual or non-recurring non-cash
income or gains (including, whether or not otherwise includable as a separate
item in the statement of such Consolidated Net Income for such period, gains on
Dispositions not in the ordinary course of business, but excluding any gains
resulting from the A&E Puts); and

         

        (iv)
any cash expenditures during such period on account of any non-cash item which
was added back to Consolidated EBITDA during any prior period from and after the
Effective Date, all as determined for such period (and provided that the cash
expenditure does not impact Consolidated Net Income in the period
paid).

         

        “Consolidated Leverage
Ratio” means, as of the last day of any period of four consecutive fiscal
quarters, the ratio of (a) Consolidated Total Indebtedness on such day to (b)
Consolidated EBITDA for such period.

         

        “Consolidated Net
Income”: for any period, the net income (loss) of the Borrower and its
Restricted Subsidiaries on a consolidated basis determined in accordance with
GAAP; provided,
however, that
there shall not be included in such Consolidated Net Income (in each case,
without duplication):

         

        (a)(i)
any net income of any Person if such Person is not a Restricted Subsidiary,
except to the extent of (A) the aggregate amount of cash actually distributed by
such Person during such period to the Borrower or a Restricted Subsidiary as a
dividend or other distribution which is not subject to any subsequent reduction
or clawback by such Person to a Restricted Subsidiary (subject, in the case of a
dividend or other distribution to a Restricted Subsidiary, to the limitations
contained in clause (b) below); minus (B) the
aggregate amount of cash contributions or other cash equity investments made by
the Borrower or a Restricted Subsidiary in such Person during such period;
and

         

        (ii)
any net loss of any Person if such Person is not a Restricted Subsidiary, except
to the extent of (A) the aggregate amount of cash contributions or other cash
equity investments made by the Borrower or a Restricted Subsidiary in such
Person during such period minus (B) the
aggregate amount of cash actually distributed by such Person during such period
to the Borrower or a Restricted Subsidiary as a dividend or other distribution
which is not subject to any subsequent reduction or clawback by such Person to a
Restricted Subsidiary (subject, in the case of a dividend or other distribution
to a Restricted Subsidiary, to the limitations contained in clause (b)
below);

         

        (b)
any net income of any Restricted Subsidiary if such Subsidiary is subject to
restrictions, directly or indirectly, on the payment of dividends or the making
of distributions by such Restricted Subsidiary, directly or indirectly, to the
Borrower, except that

         

        (i)
the Borrower’s equity in the net income of any such Restricted Subsidiary for
such period shall be included in such Consolidated Net Income up to the
aggregate amount of cash that could have been distributed by such Restricted
Subsidiary during such period to the Borrower or another Restricted Subsidiary
as a dividend (subject, in the case of a dividend to another Restricted
Subsidiary, to the limitation contained in this clause); and

         

        (ii)
the Borrower’s equity in a net loss of any such Restricted Subsidiary for such
period shall be included in determining such Consolidated Net
Income.

         

         “Consolidated Total
Indebtedness” means, as of any date of determination, the total
Indebtedness (other than (i) the types described in clauses (c) and (d) of the
definition thereof, and any

         


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        Guaranty
Obligations relating thereto and (ii) with respect to clause (i) of the
definition thereof, the face amount of any undrawn letters of credit and
bankers’ acceptances and any Guaranty Obligations relating thereto) of Borrower
and its Restricted Subsidiaries determined on a consolidated basis in accordance
with GAAP (including, to the
extent not otherwise included therein, (i) the outstanding principal amount of
the Indebtedness underlying any Guaranty Obligations (other than any Guaranty
Obligations with respect to Indebtedness of the types described in clauses (c),
(d) and (i) (with respect to the face amount of any undrawn letters of credit
and bankers’ acceptances only) of the definition thereof) and (ii) obligations
owed under any GE Note or the Comcast Note; provided that in any
event, Consolidated Total Indebtedness shall not include (a) Indebtedness of
Unrestricted Subsidiaries, (b) the LIN Credit Facility and Guaranty Obligations
in respect thereof (if any), only so long as all of the Borrower’s Guaranty
Obligations in respect thereof (if any) (i) have been terminated in full or (ii)
constitute “Excluded NBCU Liabilities” under the Master Agreement (as such term
is defined in the Master Agreement in effect as of the date hereof) or (c)
Specified Non-Recourse Debt; provided further that up to
the lesser of (x) $750 million and (y) the then outstanding principal amount of
any GE Note or Comcast Note shall be excluded from the determination of
Consolidated Total Indebtedness to the extent of the aggregate cash and cash
equivalents included in the consolidated balance sheet of the Borrower and its
Restricted Subsidiaries as of the date of any determination (other than any cash
or cash equivalents classified as restricted cash on such balance
sheet).

         

         “Indebtedness” means,
as to any Person, without duplication, (a) all obligations of such Person for
borrowed money, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
under conditional sale or other title retention agreements relating to property
or assets purchased by such Person, (d) all obligations of such Person issued or
assumed as the deferred purchase price of property or services, (e) all
Indebtedness of others secured by any Lien on property owned or acquired by such
Person, whether or not the obligations secured thereby have been assumed, (f)
all Guaranty Obligations of such Person with respect to Indebtedness of others,
(g) all capital lease obligations of such Person, (h) all Attributable
Indebtedness under Sale-Leaseback Transactions under which such Person is the
lessee and (i) all obligations of such Person as an account party in respect of
outstanding letters of credit (whether or not drawn) and bankers’ acceptances;
provided, however, that
Indebtedness shall not include (i) trade and other ordinary course payables and
accrued expenses arising in the ordinary course of business, (ii) deferred
compensation, pension and other post-employment benefit liabilities and (iii)
take or pay obligations arising in the ordinary course of business; provided, further, that in the
case of any obligation of such Person which is recourse only to certain assets
of such Person, the amount of such Indebtedness shall be deemed to be equal to
the lesser of the amount of such Indebtedness or the value of the assets to
which such obligation is recourse as reflected on the balance sheet of such
Person at the time of the incurrence of such obligation; and provided, further,
that the amount of any Indebtedness described in clause (e) above shall be the
lesser of the amount of the Indebtedness  or the fair market value of
the property securing such Indebtedness.

         

        “LIN
Credit Facility” means, the Credit
Agreement, dated as of March 2, 1998, among LIN Television of Texas, LP and
General Electric Capital Corporation, as lender, and all amendments,
modifications, supplements, refinancings or replacements
thereof.

         

        “Specified Non-Recourse
Debt” means any account or trade receivable factoring, securitization,
sale or financing facility, the obligations of which are non-recourse (except
with respect to customary representations, warranties, covenants and indemnities
made in connection with such facility) to the Borrower or any of its Restricted
Subsidiaries.

         

        



        
          
             


          

          
             


            
              

            

          

          
             


          

        


        Exhibit
C

         

        BRIDGE
FACILITY

        Summary
of Terms and Conditions

        


        December
2009

        _______________________

        


        


        Set
forth below is a summary of the terms and conditions for the Bridge
Facility.  Capitalized terms used but not defined in this Exhibit C
shall have the meanings set forth in the Commitment Letter to which this Exhibit
C is attached and in the other Exhibits attached thereto.

         

        
          	
                  I.
      PARTIES

                   

                
	
                  Borrower:

                   

                	
                  NBC
      Universal, Inc. (the “Borrower”).

                   

                
	
                  Joint
      Lead Arrangers and Joint Bookrunners:

                   

                	
                  J.P.
      Morgan Securities Inc., Goldman Sachs Credit Partners L.P. (“GSCP”) and
      Morgan Stanley Senior Funding, Inc. (“MSSF”)
      (collectively, the Lead
      Arrangers”).

                   

                
	
                  Co-Lead
      Arrangers:

                   

                	
                  Banc
      of America Securities LLC (“BAS”) and
      Citigroup Global Markets Inc. (“CGMI”)
      (collectively, the “Co-Lead
      Arrangers”).

                   

                
	
                  Administrative
      Agent:

                   

                	
                  JPMorgan
      Chase Bank, N.A. (“JPMorgan Chase
      Bank” and in such capacity, the “Administrative
      Agent”).

                   

                
	
                  Co-Syndication
      Agents:

                   

                	
                  GSCP
      and MSSF.

                   

                
	
                  Co-Documentation
      Agents:

                   

                	
                  Bank
      of America, N.A. (“BOA”) and
      CGMI.

                   

                
	
                  Lenders:

                   

                	
                  A
      syndicate of banks, financial institutions and other entities, including
      JPMorgan Chase Bank, GSCP, MSSF, BOA and CGMI arranged by the Lead
      Arrangers (collectively, the “Lenders”).

                   

                
	
                  II.
      BRIDGE
      FACILITY

                   

                
	
                  Type
      and Amount:

                   

                	
                  364-day
      bridge term loan facility (the “Bridge
      Facility”; the commitments thereunder, the “Bridge
      Commitments”) in the amount of up to $6.1 billion (the loans
      thereunder, the “Bridge Loans”),
      subject to reductions as set forth under the heading “Mandatory
      Prepayments and Commitment Reductions”.

                   

                
	
                   

                  Availability:

                   

                	
                   

                  The
      Bridge Loans shall be made in a single drawing on the Effective Date (as
      defined below).  Repayments and prepayments of the Bridge Loans
      may not be reborrowed.

                   

                
	
                  Maturity
      and Amortization:

                   

                	
                  The
      Bridge Loans will mature on the date that is 364-days after the Effective
      Date (the “Bridge Facility
      Maturity Date”).

                   

                


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        
          	 
      	
                  The
      Bridge Loans shall be repayable in full on the Bridge Facility Maturity
      Date.

                   

                
	
                  Use
      of Proceeds:

                   

                	
                  The
      proceeds of the Bridge Loans shall be used to finance a portion of the
      Navy Dividend, to pay fees and expenses in connection with the
      Transactions and for general corporate purposes and working capital of the
      Borrower and its subsidiaries.

                   

                
	
                  III.
      CERTAIN PAYMENT
      PROVISIONS

                   

                
	
                  Fees
      and Interest Rates:

                   

                	
                  As
      set forth on Annex I.

                   

                
	
                  Optional
      Prepayments:

                   

                	
                  Bridge
      Loans may be optionally prepaid in an aggregate principal amount of $5.0
      million or a multiple of $1.0 million in excess thereof at the option of
      the Borrower at any time upon same day (or in the case of a prepayment of
      Eurodollar Loans (as defined in Annex I), three days’ prior) notice, in
      each case, which notice shall have been received prior 11:00 a.m. (New
      York time) on such day.  Optional prepayments of the Bridge
      Loans may not be reborrowed.

                   

                
	
                  Mandatory
      Prepayments and Commitment Reductions:

                   

                	
                  The
      following amounts shall be applied to prepay the Bridge Loans (and, after
      December 3, 2009 (the “Execution Date”) but prior to the Effective Date,
      to reduce the Bridge Commitments) subject to mutually agreed exceptions,
      baskets and materiality qualifiers customary for similar investment-grade
      financings or as otherwise set forth below:

                   

                
	 
      	
                  (a)
      100% of the net proceeds of any issuance of equity (which prior to the
      Effective Date shall exclude any equity issuances to the Borrower’s
      existing equity holders and thereafter shall exclude the proceeds of any
      equity issuance to Crimson or Green) and 100% of the net proceeds of any
      incurrence of debt  for borrowed money (on or after the
      Execution Date) by the Borrower or any of its subsidiaries (subject to
      exceptions to be agreed upon including exceptions for (i) prior to the
      Effective Date, (A) indebtedness identified by the Borrower to the Lead
      Arrangers in writing on or prior to the date hereof and (B) indebtedness
      that is reasonably acceptable to the Lead Arrangers and (ii) after the
      Effective Date, capital leases and purchase money debt in amounts to be
      agreed).

                   

                
	 
      	
                  (b)
      100% of the net proceeds of any sale or other disposition (including as a
      result of casualty or condemnation) (on or after the Execution Date) by
      the Borrower or any of its subsidiaries of any assets, except for sales or
      other dispositions in the ordinary course of business and subject to
      certain other customary exceptions (including reinvestment rights) to be
      agreed upon.

                   

                


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        
          	 
      	
                  Any
      such amounts received by the Borrower or the Contributed Businesses after
      the Execution Date but on or prior to the Effective Date shall
      automatically reduce the Bridge Commitments available to the Borrower on
      the Effective Date by such amount.

                   

                
	 
      	
                  Mandatory
      prepayments of the Bridge Loans may not be reborrowed.

                   

                
	
                  IV.
      CERTAIN
      CONDITIONS

                   

                
	 
      	
                  The
      availability of the Bridge Facility on the Effective Date will be subject
      only to (a) the satisfaction of the conditions set forth in Exhibit D
      and (b) the accuracy in all material respects of the representations and
      warranties contained in the Bridge Credit Documentation (as defined below)
      subject to the limitations set forth in the Certain Funds Provision in the
      Commitment Letter; provided that to the extent any of the foregoing are
      qualified or subject to “material adverse effect”, the definition thereof
      shall be “Effective Date Material Adverse Effect” (as defined in the
      Commitment Letter) for purposes of any representations and warranties made
      or to be made on, or as of, the Effective Date, or a date prior thereto
      (the date upon which all such conditions precedent shall be satisfied, the
      “Effective Date”).

                   

                
	
                  V.
      CERTAIN
      DOCUMENTATION MATTERS

                   

                
	
                  Bridge
      Credit Documentation:

                   

                	
                  The
      definitive documentation for the Bridge Facility (the “Bridge Credit
      Documentation”) shall contain representations, warranties,
      covenants, events of default and provisions relating to voting,
      assignments and participations, yield protection, and expenses and
      indemnification substantially the same as those contained in the Senior
      Credit Documentation; provided that
      the Bridge Credit Documentation shall also contain negative covenants
      restricting (i) dividends and other payments in respect of capital stock
      (other than tax distributions whether or not a default or event of default
      exists) and (ii) acquisitions of a majority of the voting stock with
      ordinary voting power, or all or substantially all of the assets, of any
      person and investments in any person of less than a majority of the voting
      stock with ordinary voting power in excess of $1.0 billion for any single
      transaction and $2.0 billion in the aggregate, in each case, subject to
      mutually agreed exceptions, baskets and materiality qualifiers customary
      for similar investment-grade financings or as otherwise set forth herein;
      provided
      that with respect to the covenant described in (i) above, no such
      restrictions shall be applicable in the Bridge Credit Documentation until
      the Effective Date.

                   

                
	 
      	
                  In
      addition, to the extent that any Comcast Note and/or GE Note is issued and
      outstanding, no repayment thereof shall be

                   

                


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        
          	 
      	
                  permitted
      (i) if the principal amount of all indebtedness outstanding under any
      Comcast Note and/or GE Note exceeds $750.0 million in the aggregate or
      (ii) if after giving effect to such repayment an event of default shall
      have occurred and be outstanding under the Bridge Credit
      Documentation.

                   

                
	 
      	
                  Any
      subsidiary of the Borrower which guarantees any other Credit Facility or
      the Senior Notes shall be required to guarantee the Bridge
      Facility.

                   

                
	 
      	
                  The
      restrictions contained in the Bridge Credit Documentation shall cease to
      have effect upon the termination of the Bridge Commitments and/or the
      repayment in full of the Bridge Loans.

                   

                
	
                  Governing
      Law and Forum:

                   

                	
                  State
      of New York.

                   

                
	
                  Counsel
      to the Administrative Agent and Lead Arrangers:

                   

                	
                  Simpson
      Thacher & Bartlett LLP.

                   

                


        

        


         


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        Annex I

         

        INTEREST AND CERTAIN
FEES

         

        
          	
                  Interest
      Rate Options:

                   

                	
                  The
      Borrower may elect that the Bridge Loans bear interest at a rate per annum
      equal to (i) the ABR plus the
      Applicable Amount or (ii) the Eurodollar Rate plus the
      Applicable Amount.

                   

                
	 
      	
                  As
      used herein:

                   

                
	 
      	
                  “ABR”
      means the highest of (i) the rate of interest publicly announced by
      JPMorgan Chase Bank as its prime rate in effect at its principal office in
      New York City (the “Prime Rate”), (ii) the federal funds effective rate
      from time to time plus 0.5% and (iii) the Eurodollar Rate for a one month
      interest period plus 1.0%.

                   

                
	 
      	
                  “Applicable
      Amount” means a percentage determined in accordance with the pricing grid
      attached hereto as Annex I-A, subject in each case to an increase of 0.50%
      as of the last day of each 90-day period after the Effective
      Date.

                   

                
	 
      	
                  “Eurodollar
      Rate” means the rate (adjusted for any statutory reserve requirements for
      eurocurrency liabilities) for eurodollar deposits for a period equal to
      one, two, three or six months (as selected by the Borrower) appearing on
      the Reuters Screen LIBOR01 Page.

                   

                
	
                  Interest
      Payment Dates:

                   

                	
                  In
      the case of Bridge Loans bearing interest based upon the ABR (“ABR
      Loans”), quarterly in arrears.

                   

                
	
                  Duration
      Fees:

                   

                	
                  The
      Borrower shall pay duration fees on the aggregate principal amount of the
      outstanding Bridge Loans in such amounts and on such dates as are set
      forth on Annex I-B.

                   

                
	
                  Default
      Rate:

                   

                	
                  At
      any time when the Borrower is in default in the payment of any amount of
      principal due under the Bridge Facility, such amount shall bear interest
      at 2% above the rate otherwise applicable thereto.  Overdue
      interest, fees and other amounts shall bear interest at 2% above the rate
      applicable to ABR Loans.

                   

                
	
                  Rate
      and Fee Basis:

                   

                	
                  All
      per annum rates shall be calculated on the basis of a year of 360 days (or
      365/366 days, in the case of ABR Loans the interest rate payable on which
      is then based on the Prime Rate) for actual days elapsed.

                   

                


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        Annex
I-A

        


         

        PRICING
GRID

         

        


         

        
          	
                  Debt
      Rating

                   

                	
                  Eurodollar
      Rate

                   

                	
                  ABR

                   

                
	
                  A-/A3

                   

                	
                  2.00%

                   

                	
                  1.00%

                   

                
	
                  BBB+/Baa1

                   

                	
                  2.25%

                   

                	
                  1.25%

                   

                
	
                  BBB/Baa2

                   

                	
                  2.50%

                   

                	
                  1.50%

                   

                
	
                  BBB-/Baa3

                   

                	
                  2.75%

                   

                	
                  1.75%

                   

                
	
                  BB+/Baa3
      or BBB-/Ba1

                   

                	
                  3.00%

                   

                	
                  2.00%

                   

                
	
                  Any
      less favorable rating

                   

                	
                  3.50%

                   

                	
                  2.50%

                   

                


        

        


         

        For
purposes of the foregoing, “Debt Rating” means,
as of any date of determination, the rating as determined by S&P or Moody’s,
as the case may be, of the Borrower’s senior unsecured non-credit enhanced
long-term indebtedness for borrowed money; provided that if a
Debt Rating is issued by each of S&P and Moody’s, then the higher of such
Debt Ratings shall apply, unless there is a
split in Debt Ratings of more than one level, in which case the level that is
one level higher than the lower Debt Rating shall apply.  The Debt
Ratings shall be determined from the most recent public announcement of any
changes in the Debt Ratings.

         


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        Annex
I-B

         

        BRIDGE
FACILITY DURATION FEES

         

        The
Borrower shall pay a duration fee for the ratable benefit of each Lender under
the Bridge Facility on the dates set forth below, equal to the Applicable
Duration Fee Percentage of the aggregate principal amount of Bridge Loans
outstanding as of such date

         

        
          	
                   

                  Days
      after the Effective Date

                   

                	
                   

                  90
      days

                   

                	
                   

                  180
      days

                   

                	
                   

                  270
      days

                   

                
	
                   

                  Applicable
      Duration Fee Percentage

                   

                	
                   

                  0.75%

                   

                	
                   

                  1.25%

                   

                	
                   

                  1.75%

                   

                


        

        


        


        



        
          
             


          

          
             


            
              

            

          

          
             


          

        


        Exhibit
D

         

        CONDITIONS
PRECEDENT

         

        The
availability of the Credit Facilities, in addition to the conditions expressly
set forth Commitment Letter and the Term Sheets attached as Exhibits B and C
thereto, shall be subject to the satisfaction of the following
conditions.  Capitalized terms used but not defined herein have the
meanings given in the Commitment Letter and Term Sheets.

         

        1.  The
Borrower shall have executed and delivered definitive documentation with respect
to the Senior Facilities and the Bridge Facility, in each case consistent with
the terms set forth in Exhibits B and C, respectively.

         

        2.  (a)
The Transactions shall have been consummated substantially concurrently with the
initial funding of the Credit Facilities in accordance with the terms of the
Master Agreement; (b) the Borrower shall have delivered to the Lead Arrangers
copies of all material amendments, modifications, waivers and consents under the
Master Agreement; and (c) without the prior written consent of the Lead
Arrangers, (i) there shall have been no amendment, modification or waiver of any
term or provision of the Master Agreement to the extent that such amendment,
modification or waiver would be materially adverse to the Borrower, the Lead
Arrangers or the Lenders, and (ii) there shall have been no consent under Sections 6.01(a)(i), (ii) or
(xx) or 6.01(b)(i), (ii) or
(xix) of the Master Agreement by any party thereto that would permit
conduct otherwise prohibited by the Master Agreement in the absence of such
consent to the extent such consent would be materially adverse to the Borrower,
the Lead Arrangers or the Lenders and (1) was granted prior to the execution and
delivery of the Credit Facilities Documentation or (2) was granted after the
execution and delivery of the Credit Facilities Documentation, relates to the
Contributed Comcast Businesses and such conduct would not otherwise have been
permitted under the Credit Facilities Documentation, if the Contributed Comcast
Businesses had been subject to the terms thereof to the same extent as Navy and
its subsidiaries.

         

        3.  The
Lenders, Administrative Agent and the Lead Arrangers shall have received all
fees and expenses required to be paid on or before the Effective Date to the
extent invoiced at least two business days prior to the Effective
Date.

         

        4.  The
Borrower shall on the Effective Date, and taking into account the Transactions,
have (i) an unsecured long-term obligations rating of at least “Baa3” (with
stable (or better) outlook) from Moody’s Investor Service Inc. and (ii) a
long-term issuer credit rating of at least “BBB-” (with stable (or better)
outlook) from Standard and Poor’s Ratings Group, which ratings and outlooks
shall have been reaffirmed prior to funding (including in connection with any
offering of Senior Notes).

         

        5.  The
Borrower shall be in compliance with the Consolidated Leverage Ratio contained
in the Credit Facilities Documentation determined on a pro forma basis after
giving effect to the Transactions.

         

        6.  The
Administrative Agent shall have received such legal opinions, certificates
(including a chief financial officer’s solvency certificate), documents and
other instruments and information (including with respect to PATRIOT Act and
related compliance, which requested information shall have been received at
least five business days prior to the Effective Date) as are customary for
transactions of this type as it may reasonably request.

         

        7.  The
Lenders shall have received (i) audited financial statements of the NBCU
Businesses for the three most recent fiscal years ended at least 90 days prior
to the Effective Date,

         


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        (ii) unaudited
consolidated financial statements of the NBCU Businesses for each interim
quarterly period ended after the latest fiscal year referred to in
clause (i) above (which interim quarterly period shall have ended at least
45 days prior to the Effective Date), and unaudited consolidated financial
statements for the same period of the prior fiscal year, (iii) such audited
or unaudited consolidated financial statements of the Contributed Comcast
Businesses to the extent necessary to comply with Regulation S-X of the
Securities Act of 1933, as amended (“Regulation S-X”) in a
registered offering and (iv) all other financial statements for completed or
pending acquisitions that may be required under Regulation S-X in a
registered offering.

         

        8.  The
Lenders shall have received a pro forma consolidated balance sheet of the
Borrower as at the end of the most recent fiscal year ended at least 90 days
prior to the Effective Date and a pro forma statement of operations for each of
(i) the most recent fiscal year of the NBCU Businesses ended at least 90 days
prior to the Effective Date and (ii) the most recent interim period of the NBCU
Businesses and the comparable interim period of the preceding fiscal year ending
at least 45 days prior to the Effective Date, in each case adjusted to give
effect to the consummation of the Transactions and the financings contemplated
hereby as if such transactions had occurred on such date or on the first day of
such period, as applicable, prepared in accordance with
Regulation S-X.

         

        9.  All
existing indebtedness for borrowed money of Newco, Navy and their respective
subsidiaries, and the Contributed Comcast Businesses (other than indebtedness of
less than majority owned joint ventures) shall have been repaid in full other
than (i) the Senior Notes, (ii) indebtedness identified by the Borrower to the
Lead Arrangers in writing on or prior to the date hereof and (iii) other
indebtedness acceptable to the Lead Arrangers.