FORM OF TAX SHARING AGREEMENT by and among DISCOVERY HOLDING COMPANY, DISCOVERY COMMUNICATIONS, INC., ASCENT MEDIA CORPORATION, ASCENT MEDIA GROUP, LLC and ASCENT MEDIA CREATIVE SOUND SERVICES, INC. Dated as of l, 2008Tax Sharing Agreement • August 1st, 2008 • Discovery Communications, Inc. • Cable & other pay television services • Colorado
THIS TAX SHARING AGREEMENT (this “Agreement”) is entered into by and among DISCOVERY HOLDING COMPANY, a Delaware corporation (“DHC”), DISCOVERY COMMUNICATIONS, INC., a Delaware corporation (“New DHC”), ASCENT MEDIA CORPORATION, a Delaware corporation (“Spinco”), ASCENT MEDIA GROUP, LLC, a Delaware limited liability company (“AMG”), and [ASCENT MEDIA CREATIVE SOUND SERVICES, INC.], a New York corporation (the “Audio Company”, and together with DHC, New DHC, Spinco, and AMG, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Reorganization Agreement, dated as of June 4, 2008, by and among the Parties (the “Reorganization Agreement”).
FORM OF ESCROW AGREEMENTEscrow Agreement • August 1st, 2008 • Discovery Communications, Inc. • Cable & other pay television services • Delaware
This ESCROW AGREEMENT (this “Agreement”), dated as of [ ], 2008 by and among Discovery Communications, Inc., a Delaware corporation (“New DHC”), Advance/Newhouse Programming Partnership, a New York general partnership (“ANPP”) and JPMorgan Chase Bank, N.A. a national banking association, as escrow agent (the “Escrow Agent”).
Discovery Communications, LLC One Discovery Place Silver Spring, MD 20910 July 30, 2008Discovery Communications, Inc. • August 1st, 2008 • Cable & other pay television services
This letter supersedes our letter agreement dated June 29, 2004, regarding your position with Discovery Communications, Inc., and will be effective with the consummation of the transactions (collectively, the “Merger”) contemplated in the Form S-4 recently filed by “new” Discovery Communications, Inc. (“DCI”).
