CREDIT AGREEMENT Dated as of June 15, 2004, among DISCOVERY COMMUNICATIONS, INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, SUNTRUST BANK, as Swing Line Lender, The Other Lenders Party Hereto, BANC OF AMERICA...Credit Agreement • June 11th, 2008 • Discovery Communications, Inc. • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 15, 2004, among DISCOVERY COMMUNICATIONS, INC., a Delaware close corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, and L/C Issuer, and SUNTRUST BANK, as Swing Line Lender.
FORM OF DISCOVERY COMMUNICATIONS, INC. and Computershare Trust Company, N.A., as Rights Agent RIGHTS AGREEMENT Dated as of [ ], 2008Rights Agreement • June 11th, 2008 • Discovery Communications, Inc. • Delaware
WHEREAS, the Company is a party to the Merger Agreement, dated as of June 4, 2008 (the “Merger Agreement”), by and among Discovery Holding Company, a Delaware corporation (“DHC”), the Company and DHC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge (the “Merger”) with and into DHC with DHC as the surviving corporation in the Merger, and, in the Merger, each outstanding share of common stock of DHC will be converted into shares of common stock of the Company.
DISCOVERY COMMUNICATIONS, INC. One Discovery Place Silver Spring, MD 20910 Amendment and Restatement AgreementNote Agreement • June 11th, 2008 • Discovery Communications, Inc. • New York
REORGANIZATION AGREEMENT among Discovery Holding Company, Discovery Communications, Inc., Ascent Media Corporation, Ascent Media Group, LLC and Ascent Media Creative Sound Services, Inc. Dated as of June 4, 2008Reorganization Agreement • June 11th, 2008 • Discovery Communications, Inc. • Delaware
This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”), dated as of June 4, 2008, is entered into by and among DISCOVERY HOLDING COMPANY, a Delaware corporation (“DHC”), DISCOVERY COMMUNICATIONS, INC., a Delaware corporation (“New Discovery Holdco”), 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”).
TRANSACTION AGREEMENT by and among DISCOVERY HOLDING COMPANY, DISCOVERY COMMUNICATIONS, INC., DHC MERGER SUB, INC., ADVANCE/NEWHOUSE PROGRAMMING PARTNERSHIP, and with respect to Section 5.14 hereof only ADVANCE PUBLICATIONS, INC., and NEWHOUSE...Transaction Agreement • June 11th, 2008 • Discovery Communications, Inc. • Delaware
TRANSACTION AGREEMENT (this “Agreement”), dated as of June 4, 2008, by and among Discovery Holding Company, a Delaware corporation (“DHC”), Discovery Communications, Inc. a Delaware corporation and Wholly-Owned Subsidiary of DHC (“New DHC”), DHC Merger Sub, Inc., a Delaware corporation and Wholly-Owned Subsidiary of New DHC (“Merger Sub”), Advance/Newhouse Programming Partnership, a New York general partnership (“ANPP”), and with respect to Section 5.14 hereof only, Advance Publications, Inc., a New York corporation (“API”), and Newhouse Broadcasting Corporation, a New York corporation (“NBCo” and together with API, the “ANPP Parents”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 11th, 2008 • Discovery Communications, Inc. • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___, 2008, by and between DISCOVERY COMMUNICATIONS, INC., a Delaware corporation (“New DHC”), and ADVANCE/NEWHOUSE PROGRAMMING PARTNERSHIP, a New York general partnership (“ANPP”).
AMENDMENT AND RESTATEMENT AGREEMENT dated 9 May 2007 for DISCOVERY COMMUNICATIONS EUROPE LIMITED (formerly known as Discovery Content UK limited) guaranteed by DISCOVERY COMMUNICATIONS, INC. arranged by THE ROYAL BANK OF SCOTLAND plc with THE ROYAL...Agreement • June 11th, 2008 • Discovery Communications, Inc. • New York
In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause of or a Schedule to this Agreement.
CREDIT, PLEDGE AND SECURITY AGREEMENT Dated as of May 14, 2007, among DISCOVERY COMMUNICATIONS HOLDING, LLC, as Borrower, the Lenders party hereto, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, THE...Credit, Pledge and Security Agreement • June 11th, 2008 • Discovery Communications, Inc. • New York
CREDIT, PLEDGE AND SECURITY AGREEMENT dated as of May 14, 2007 (this “Agreement”; capitalized terms used herein without definition having the meanings provided in Article I), among DISCOVERY COMMUNICATIONS HOLDING, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
DISCOVERY COMMUNICATIONS, INC. FIRST AMENDMENT Dated As Of April 11, 2007 to AMENDED AND RESTATED NOTE PURCHASE AGREEMENTS Dated As Of September 30, 2002 Amended and Restated as of November 4, 2005Note Purchase Agreements • June 11th, 2008 • Discovery Communications, Inc. • New York
THIS FIRST AMENDMENT dated as of April 11, 2007 to the Amended and Restated Note Purchase Agreements each dated as of September 30, 2002 and amended and restated as of November 4, 2005 is between Discovery Communications, Inc., a Delaware close corporation (the “Company”), and each of the holders listed on Schedule A that is a signatory hereto (the “Noteholders”).
DISCOVERY COMMUNICATIONS, INC. FIRST AMENDMENT Dated As Of April 11, 2007 to NOTE PURCHASE AGREEMENTS Dated As Of December 1, 2005Note Purchase Agreements • June 11th, 2008 • Discovery Communications, Inc. • New York
THIS FIRST AMENDMENT dated as of April 11, 2007 to the Note Purchase Agreements each dated as of December 1, 2005 is between Discovery Communications, Inc., a Delaware close corporation (the “Company”), and each of the holders listed on Schedule A that is a signatory hereto (the “Noteholders”).
AMENDMENT NO. 3Discovery Communications, Inc. • June 11th, 2008 • New York
This AMENDMENT NO. 3, dated as of April 6, 2007 (this “Agreement”), among (a) DISCOVERY COMMUNICATIONS, INC., a Delaware close corporation (the “Borrower”), (b) the Lenders (such capitalized term and all other capitalized terms not otherwise defined herein to have the meanings provided in the recitals and in Article I below) who are signatories to this Agreement, and (c) BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 11th, 2008 • Discovery Communications, Inc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of this 4th day of June, 2008, by and among Discovery Holding Company, a Delaware corporation (“DHC”), Discovery Communications, Inc., a Delaware corporation (“New DHC”), and DHC Merger Sub, Inc., a Delaware corporation (“Merger Sub”).
AMENDMENT NO. 2Discovery Communications, Inc. • June 11th, 2008 • New York
This AMENDMENT NO. 2, dated as of February 23, 2006 (this “Agreement”), among (a) DISCOVERY COMMUNICATIONS, INC., a Delaware close corporation (the “Borrower”), (b) the Lenders (such capitalized term and all other capitalized terms not otherwise defined herein to have the meanings provided in the recitals and in Article I below) who are signatories to this Agreement, and (c) BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
DISCOVERY COMMUNICATIONS, INC. FIRST AMENDMENT Dated As Of April 11, 2007 to AMENDED AND RESTATED NOTE PURCHASE AGREEMENTS Dated As Of March 9, 2001 Amended and Restated as of November 4, 2005Note Purchase Agreements • June 11th, 2008 • Discovery Communications, Inc. • New York
THIS FIRST AMENDMENT dated as of April 11, 2007 to the Amended and Restated Note Purchase Agreements each dated as of March 9, 2001 and amended and restated as of November 4, 2005 is between Discovery Communications, Inc., a Delaware close corporation (the “Company”), and each of the holders listed on Schedule A that is a signatory hereto (the “Noteholders”).
AMENDMENT NO. 1Discovery Communications, Inc. • June 11th, 2008 • New York
This AMENDMENT NO. 1, dated as of October 31, 2005 (this “Agreement”), among (a) DISCOVERY COMMUNICATIONS, INC., a Delaware close corporation (the “Borrower”), (b) the Lenders (such capitalized term and all other capitalized terms not otherwise defined herein to have the meanings provided in the recitals and in Article I below) who are signatories to this Agreement, (c) the Additional Lenders, and (d) BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
