JOINT FILING AGREEMENTJoint Filing Agreement • February 29th, 1996 • Newhouse Broadcasting Corp
ASSET PURCHASE AGREEMENT Among EMI COMMUNICATIONS CORP., EASTERN MESSAGE, INC., EASTERN MESSAGE OF NEW JERSEY, INC., EASTERN MESSAGE OF PENNSYLVANIA, INC., EASTERN MESSAGE OF MASSACHUSETTS, INC., EASTERN MESSAGE OF MARYLAND, INC., NEWHOUSE...Asset Purchase Agreement • February 29th, 1996 • Newhouse Broadcasting Corp • New York
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • May 27th, 2014 • Newhouse Broadcasting Corp • New York
This Share Repurchase Agreement (this “Agreement”) is made as of May 22, 2014, by and between Discovery Communications, Inc., a Delaware corporation (“Buyer”), and Advance/Newhouse Programming Partnership, a New York partnership (“Seller”).
CHARTER COMMUNICATIONS, INC. Stamford, CT 06901Exchange Agreement • December 22nd, 2017 • Newhouse Broadcasting Corp • Delaware
With reference the letter agreement, dated as of December 23, 2016, between us, attached hereto as Annex A (the “Original Letter”), the following confirms our agreement to be legally bound as follows:
VOTING AGREEMENTVoting Agreement • August 1st, 2017 • Newhouse Broadcasting Corp • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of July 30, 2017, among SCRIPPS NETWORKS INTERACTIVE, INC., an Ohio corporation (the “Company”), DISCOVERY COMMUNICATIONS, INC., a Delaware corporation (“Parent”), and SKYLIGHT MERGER SUB, INC., an Ohio corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”).
PREFERRED SHARE EXCHANGE AGREEMENTPreferred Share Exchange Agreement • August 1st, 2017 • Newhouse Broadcasting Corp • Delaware
This PREFERRED SHARE EXCHANGE AGREEMENT, dated as of July 30, 2017 (this “Agreement”), is made by and between Discovery Communications, Inc., a Delaware corporation (the “Company”), and Advance/Newhouse Programming Partnership, a New York general partnership (the “Shareholder”). Certain capitalized terms used herein are defined in Article 3 of this Agreement.
REVOLVING LOAN TRANSACTIONSRevolving Loan Agreement • August 7th, 2018 • Newhouse Broadcasting Corp • New York
The purpose of this letter agreement (this “Master Confirmation”) is to set forth the terms and conditions of one or more transactions (each, a “Transaction”) entered into hereunder from time to time between [ ] (“Lender”) and Advance/Newhouse Partnership (“Borrower”). Each such Transaction entered into between Lender and Borrower that is subject to this Master Confirmation shall be evidenced by a supplemental confirmation substantially in the form of Annex A hereto (a “Supplemental Confirmation”), with such modifications as to which Lender and Borrower mutually agree. This Master Confirmation and each Supplemental Confirmation together shall constitute a “Confirmation” for the purposes of the Agreement specified below. In each Transaction, Lender acts as counterparty only and not as an advisor or fiduciary to Borrower.
JOINT FILING AGREEMENTJoint Filing Agreement • August 1st, 2017 • Newhouse Broadcasting Corp
Pursuant to Rule 13(d)-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned with respect to the beneficial ownership by the undersigned of shares of capital stock of Discovery Communications, Inc. and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.
SHARE COLLAR TRANSACTIONSShare Collar Transactions • August 7th, 2018 • Newhouse Broadcasting Corp
The purpose of this letter agreement (this “Master Confirmation”) is to set forth the terms and conditions of one or more transactions (each, a “Transaction”) entered into hereunder from time to time between [ ] (“Dealer”) and Advance/Newhouse Partnership (“Counterparty”). Each such Transaction entered into between Dealer and Counterparty that is subject to this Master Confirmation shall be evidenced by a supplemental confirmation substantially in the form of Annex A hereto (a “Supplemental Confirmation”), with such modifications as to which Dealer and Counterparty mutually agree. This Master Confirmation and each Supplemental Confirmation together shall constitute a “Confirmation” for the purposes of the Agreement specified below. In each Transaction, Dealer acts as counterparty only and not as an advisor or fiduciary to Counterparty.
LIBERTY BROADBAND CORPORATION 12300 Liberty Boulevard Englewood, CO 80112Proxy and Right of First Refusal Agreement • December 22nd, 2017 • Newhouse Broadcasting Corp • Delaware
Reference is made to (i) the Proxy and Right of First Refusal Agreement (the “ROFR Agreement”), dated as of May 18, 2016, by and among Liberty Broadband Corporation (“Liberty”), Advance/Newhouse Partnership (“A/N”) and, for the limited purposes set forth therein, Charter Communications, Inc. and CCH I, LLC, (ii) the letter agreement (the “Original Letter Agreement”), dated as of December 23, 2016, between Charter Communications, Inc. (formerly known as CCH I, LLC) (“Charter”) and A/N, (iii) the Waiver Letter, dated December 23, 2016, by and among Liberty, A/N and Charter (the “Waiver Letter”) and (iv) the letter agreement, dated the date hereof, between Charter and A/N (the “A/N-Charter Letter Agreement,” a copy of which in the form to be executed by A/N and Charter, is attached hereto as Exhibit A), modifying certain terms of the Original Letter Agreement.
