DISCOVERY HOLDING COMPANY and EquiServe Trust Company, N.A., as Rights Agent RIGHTS AGREEMENT Dated as of [ ], 2005Rights Agreement • June 27th, 2005 • Discovery Holding CO • Local & suburban transit & interurban hwy passenger trans • Delaware
Rights Agreement, dated as of [ ], 2005 ("Agreement"), between Discovery Holding Company, a Delaware corporation (the "Company"), and EquiServe Trust Company, N.A., a national banking association, as Rights Agent (the "Rights Agent").
FORM OF REORGANIZATION AGREEMENT among Liberty Media Corporation, Discovery Holding Company and Ascent Media Group, Inc. Dated as of [ ], 2005Reorganization Agreement • June 27th, 2005 • Discovery Holding CO • Local & suburban transit & interurban hwy passenger trans • Delaware
This Reorganization Agreement (this "Agreement") dated as of [ ], 2005 is among Liberty Media Corporation, a Delaware corporation ("LMC"), Ascent Media Group, Inc., a Delaware corporation ("Ascent"), and Discovery Holding Company, a Delaware corporation (the "Company").
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 27th, 2005 • Discovery Holding CO • Local & suburban transit & interurban hwy passenger trans • Delaware
This INDEMNIFICATION AGREEMENT (this "Agreement"), dated as of June 24, 2005, is entered into by and among Discovery Holding Company, a Delaware corporation ("DHC"), and Advance/Newhouse Programming Partnership, a New York partnership ("Newhouse"). The term "parties" shall be deemed to refer to the parties to this Agreement. Capitalized terms not otherwise defined in this Agreement shall have the respective meanings set forth in the Letter Agreement (as defined below).
AGREEMENTStockholder Agreement • June 27th, 2005 • Discovery Holding CO • Local & suburban transit & interurban hwy passenger trans • Delaware
This AGREEMENT (this "Agreement") is made and entered into as of [ ], 2005, by and between Discovery Holding Company, a Delaware corporation (the "Company") and John C. Malone ("Stockholder").
SHAREHOLDERS AGREEMENT OF DISCOVERY COMMUNICATIONS, INC. BY AND AMONG DISCOVERY COMMUNICATIONS, INC. COX DISCOVERY, INC. NEWCHANNELS TDC INVESTMENTS, INC. TCI CABLE EDUCATION, INC. JOHN S. HENDRICKS AND FOR PURPOSES OF SECTION 4.02 ONLY, DISCOVERY...Shareholders Agreement • June 27th, 2005 • Discovery Holding CO • Local & suburban transit & interurban hwy passenger trans • Delaware
FIRST AMENDMENT TO THE SHAREHOLDERS AGREEMENT OF DISCOVERY COMMUNICATIONS, INC.Shareholder Agreement • June 27th, 2005 • Discovery Holding CO • Local & suburban transit & interurban hwy passenger trans
THIS FIRST AMENDMENT TO THE SHAREHOLDERS AGREEMENT OF DISCOVERY COMMUNICATIONS, INC. is made as of this 20th day of December 1996, by and among Discovery Communications, Inc., Cox Communications Holdings, Inc., Newhouse Broadcasting Corporation ("Newhouse") as successor in interest to NewChannels TDC Investments, Inc., TCI Cable Education, Inc., John S. Hendricks and for the purposes stated herein only, LMC Animal Planet, Inc. ("LMC") and Liberty Media Corporation, a Colorado corporation ("Liberty").
FOURTH AMENDMENT TO SHAREHOLDERS AGREEMENT OF DISCOVERY COMMUNICATIONS, INC.Shareholders Agreement • June 27th, 2005 • Discovery Holding CO • Local & suburban transit & interurban hwy passenger trans
FOURTH AMENDMENT TO SHAREHOLDERS AGREEMENT, dated as of June 23, 2003 (this "Fourth Amendment"), by and among Discovery Communications, Inc., a Delaware close corporation (the "Company"), Cox Communications Holdings, Inc., a Delaware corporation (as successor in interest to Cox Discovery, Inc., "Cox"), Advance/Newhouse Programming Partnership, a New York general partnership (as successor in interest to Newhouse Broadcasting Corporation, "Newchannels"), LMC Discovery, Inc., a Colorado corporation (formerly known as TCI Cable Education, Inc., "TCID"), Liberty Animal, Inc., a Delaware corporation (as successor in interest to LMC Animal Planet Inc., "LAI") for the purposes stated in the First Amendment to the Shareholders Agreement (as defined below) for so long as LAI owns a Partnership Interest, and John S. Hendricks ("Hendricks").
THIRD AMENDMENT TO SHAREHOLDERS AGREEMENT OF DISCOVERY COMMUNICATIONS, INC.Shareholder Agreement • June 27th, 2005 • Discovery Holding CO • Local & suburban transit & interurban hwy passenger trans
THIRD AMENDMENT TO SHAREHOLDERS AGREEMENT, dated as of September , 2001 (the "Third Amendment"), by and among Discovery Communications, Inc., a Delaware close corporation (the "Company"), Cox Communications Holdings, Inc., a Delaware corporation (as successor in interest to Cox Discovery, Inc., "Cox"), Advance/Newhouse Programming Partnership, a New York general partnership (as successor in interest to Newhouse Broadcasting Corporation, "Newhouse"), LMC Discovery, Inc., a Colorado corporation (formerly known as TCI Cable Education, Inc., "LMC"), John S. Hendricks ("Hendricks"; and together with Cox, LMC and Newhouse, the "Existing Stockholders"), and Advance Programming Holdings Corp., a New York corporation ("Advance", and together with the Existing Stockholders, collectively the "Stockholders" and each individually as a "Stockholder").
Discovery Holding Company 12300 Liberty Boulevard Englewood, Colorado 80112Shareholders Agreement • June 27th, 2005 • Discovery Holding CO • Local & suburban transit & interurban hwy passenger trans • Delaware
Reference is made to the Shareholders Agreement of Discovery Communications, Inc., dated as of November 30, 1991 (as amended, the "Shareholders Agreement"), among Discovery Communications, Inc. ("Discovery"), John S. Hendricks, Advance/Newhouse Programming Partnership ("Newhouse"), Cox Communications Holdings, Inc. ("Cox") and LMC Discovery, Inc., and, for certain limited purposes, Liberty Animal, Inc. and Liberty Media Corporation ("LMC"). As we have previously discussed, LMC is proceeding with its plans to distribute (the "Distribution") to its stockholders shares of common stock of Discovery Holding Company ("DHC"). Among other assets, DHC will hold all of the capital stock of LMC Discovery, Inc., which holds LMC's interest in Discovery, and Liberty Animal, Inc., which holds LMC's interest in Animal Planet, L.P., a subsidiary of Discovery. Following the Distribution, DHC will be a separate public company with its common stock registered pursuant to the Securities Exchange Act of 193
SECOND AMENDMENT TO SHAREHOLDERS AGREEMENT OF DISCOVERY COMMUNICATIONS, INC.Shareholders Agreement • June 27th, 2005 • Discovery Holding CO • Local & suburban transit & interurban hwy passenger trans
This SECOND AMENDMENT TO SHAREHOLDERS AGREEMENT (the "Amendment") is made and entered into as of September 7, 2000, by and among Discovery Communications, Inc., a Delaware corporation (the "Company"), Cox Communications Holdings, Inc., a Delaware corporation ("Cox") (the successor to Cox Discovery, Inc.), Advance/Newhouse Programming Partnership, a New York general partnership ("A/NPP") (the successor to Newhouse Broadcasting Corporation), LMC Discovery, Inc. (formerly known as TCI Cable Education, Inc.), a Colorado corporation ("TCID") and John S. Hendricks ("Hendricks") (Cox, A/NPP, TCID and Hendricks and their permitted assignees and transferees are referred to herein collectively as "Stockholders" and individually as a "Stockholder").
FORM OF TAX SHARING AGREEMENT BETWEEN LIBERTY MEDIA CORPORATION AND DISCOVERY HOLDING COMPANYTax Sharing Agreement • June 27th, 2005 • Discovery Holding CO • Local & suburban transit & interurban hwy passenger trans • Colorado
