discovery-2020exchangexr






                                                                                                        REGISTRATION RIGHTS AGREEMENT          This REGISTRATION RIGHTS AGREEMENT dated September 21, 2020 (this   “Agreement”) is entered into by and among Discovery Communications, LLC, a Delaware   limited liability company (the “Company”), Scripps Networks Interactive, Inc., an Ohio   corporation (“Scripps”), and Discovery, Inc., a Delaware corporation (“Discovery” and, together   with Scripps, the “Initial Guarantors”) and Deutsche Bank Securities Inc., RBC Capital Markets,   LLC, Barclays Capital Inc., BNP Paribas Securities Corp., J.P. Morgan Securities LLC and   Mizuho Securities USA LLC as dealer managers (each, a “Dealer Manager” and together, the   “Dealer Managers”). The Initial Guarantors, together with the Company, are herein referred to as   the “Issuers”).          The Company, Discovery and the Dealer Managers are parties to the Dealer Manager  Agreement dated September 10, 2020 (the “Dealer Manager Agreement”), which was entered   into in connection with (a) the Company’s offers to exchange (the “Original Exchange Offers”)   the Company’s 5.000% Senior Notes due 2037, 6.350% Senior Notes due 2040, 4.950% Senior   Notes due 2042, 4.875% Senior Notes due 2043 and 5.200% Senior Notes due 2047   (collectively, the “Existing Notes”) for the Company’s newly issued 4.000% Senior Notes due   2055 (the “New Notes”) on the terms and conditions set forth in the Company’s Offering   Memorandum dated September 10, 2020 and (b) the Company’s separate, concurrent offers to   purchase for cash the Existing Notes on the terms and conditions set forth in the Company’s   Offer to Purchase dated September 10, 2020.          The New Notes will be fully and unconditionally guaranteed on an unsecured senior basis   by the Initial Guarantors. The New Notes and the Guarantees are referred to herein collectively   as the “Securities.” As an inducement to holders to tender the Existing Notes in the Original   Exchange Offers, the Company agrees with the Dealer Managers, for the benefit of the Holders   (as defined below) the registration rights set forth in this Agreement.          In consideration of the foregoing, the parties hereto agree as follows:          1.    Definitions.  As used in this Agreement, the following terms shall have the   following meanings:          “Additional Guarantor” shall mean any subsidiary of Discovery that executes a   Guarantee under the Indenture after the date of this Agreement.          “Agreement” shall have the meaning set forth in the preamble.          “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which   commercial banks in New York City are authorized or required by law to remain closed.          “Closing Date” means September 21, 2020.          “Dealer Manager” shall have the meaning set forth in the preamble.          “Dealer Manager Agreement” shall have the meaning set forth in the preamble.                                          1   ActiveUS 181591633v.8   Error! Unknown document property name.                                         





 






                                                                                       “Company” shall have the meaning set forth in the preamble and shall also include the  Company’s successors.         “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time  to time.         “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.         “Exchange Offer” shall mean the exchange offer by the Company and the Guarantors of  Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.         “Exchange Offer Registration” shall mean a registration under the Securities Act effected  pursuant to Section 2(a) hereof.         “Exchange Offer Registration Statement” shall mean an exchange offer registration  statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and  supplements to such registration statement, in each case including the Prospectus contained  therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference  therein.         “Exchange Securities” shall mean unsecured senior notes issued by the Company and  guaranteed by the Guarantors under the Indenture containing terms identical to the Securities  (except that the Exchange Securities will not be subject to restrictions on transfer or to any  increase in annual interest rate for failure to comply with this Agreement) and to be offered to  Holders of Securities in exchange for Securities pursuant to the Exchange Offer.         “Existing Notes” shall have the meaning set forth in the preamble.         “FINRA” means the Financial Industry Regulatory Authority, Inc.         “Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405  under the Securities Act) prepared by or on behalf of the Company or used or referred to by the  Company in connection with the sale of the Securities or the Exchange Securities.         “Guarantees” shall mean the guarantees of the Securities and guarantees of the Exchange  Securities by the Guarantors under the Indenture.         “Guarantors” shall mean the Initial Guarantors, any Additional Guarantors and any  Guarantor’s successor that Guarantees the Securities; provided, however, that a Guarantor shall  no longer be bound by the terms and provisions of this Agreement at such time as such  Guarantor ceases to guarantee the Securities.         “Holders” shall mean the holders of Registrable Securities, and each of their successors,  assigns and direct and indirect transferees who become owners of Registrable Securities under  the Indenture; provided that, for purposes of Section 4 and Section 5 hereof, the term “Holders”  shall include Participating Broker-Dealers.         “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.                                         2  ActiveUS 181591633v.8  Error! Unknown document property name.                                         





 






                                                                                         “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.          “Indenture” shall mean the Indenture relating to the Securities dated as of August 19,   2009, among the Company, Discovery and U.S. Bank National Association, as trustee, as   supplemented and amended by a nineteenth supplemental indenture dated as of September 21,  2020, among the Issuers and U.S. Bank National Association, as trustee, and as the same may be  further amended from time to time in accordance with the terms thereof.          “Initial Guarantors” shall have the meaning set forth in the preamble.          “Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof.          “Issuer Information” shall have the meaning set forth in Section 5(a) hereof.          “Majority Holders” shall mean the Holders of a majority of the aggregate principal   amount of the outstanding Registrable Securities; provided that whenever the consent or   approval of Holders of a specified percentage of Registrable Securities is required hereunder, any   Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall   not be counted in determining whether such consent or approval was given by the Holders of   such required percentage or amount; and provided, further, that if the Company shall issue any   additional Securities under the Indenture prior to consummation of the Exchange Offer or, if   applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and   the Registrable Securities to which this Agreement relates shall be treated together as one class   for purposes of determining whether the consent or approval of Holders of a specified percentage   of Registrable Securities has been obtained.          “New Notes” shall have the meaning set forth in the preamble.          “Notice and Questionnaire” shall mean a notice of registration statement and selling   security holder questionnaire distributed to a Holder by the Company upon receipt of a Shelf   Request from such Holder.           “Original Exchange Offers” shall have the meaning set forth in the preamble.          “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.          “Participating Holder” shall mean any Holder of Registrable Securities that has returned a   completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b)   hereof.          “Person” shall mean an individual, partnership, limited liability company, corporation,   trust or unincorporated organization, or a government or agency or political subdivision thereof.          “Prospectus” shall mean the prospectus included in, or, pursuant to the rules and   regulations of the Securities Act, deemed a part of, a Registration Statement, including any   preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus   supplement, including a prospectus supplement with respect to the terms of the offering of any   portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other                                          3   ActiveUS 181591633v.8   Error! Unknown document property name.                                         





 






                                                                                 amendments and supplements to such prospectus, and in each case including any document  incorporated by reference therein.         “Registrable Securities” shall mean the Securities; provided that the Securities shall cease  to be Registrable Securities (i) when a Registration Statement with respect to such Securities has  become effective under the Securities Act and such Securities have been exchanged or disposed  of pursuant to such Registration Statement, (ii) when such Securities cease to be outstanding or  (iii) except in the case of Securities that otherwise remain Registrable Securities and that are held  by a Holder and that are ineligible to be exchanged in the Exchange Offer, when the Exchange  Offer is consummated.         “Registration Default” shall mean the occurrence of any of the following: (i) the  Exchange Offer is not completed on or prior to the Target Registration Date, (ii) the Shelf  Registration Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii) hereof, has not  become effective on or prior to the Target Registration Date, (iii) if the Company receives a  Shelf Request pursuant to Section 2(b)(iii), the Shelf Registration Statement required to be filed  thereby has not become effective by the Target Registration Date, or (iv) the Shelf Registration  Statement, if required by this Agreement, has become effective and thereafter ceases to be  effective or the Prospectus contained therein ceases to be usable for its intended purpose without  being succeeded promptly by a post-effective amendment to such Registration Statement that  cures such failure and that is itself promptly declared effective, and such failure to remain  effective or usable exists for more than 90 days (whether or not consecutive) in any 12-month  period.         “Registration Expenses” shall mean any and all expenses incident to performance of or  compliance by the Company and the Guarantors with this Agreement, including without  limitation: (i) all SEC, stock exchange or FINRA registration and filing fees, (ii) all fees and  expenses incurred in connection with compliance with state securities or blue sky laws  (including reasonable fees and disbursements of counsel for any Underwriters or Holders in  connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii)  all expenses of any Persons in preparing or assisting in preparing, word processing, printing and  distributing any Registration Statement, any Prospectus, any Free Writing Prospectus and any  amendments or supplements thereto, any underwriting agreements, securities sales agreements or  other similar agreements and any other documents relating to the performance of and compliance  with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the  qualification of the Indenture under applicable securities laws, (vi) the reasonable fees and  disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the  Company and the Guarantors and, in the case of a Shelf Registration Statement, the reasonable  fees and disbursements of one counsel for the Participating Holders (which counsel shall be  selected by the Participating Holders holding a majority of the aggregate principal amount of  Registrable Securities held by such Participating Holders and which counsel may also be counsel  for the Dealer Managers) and (viii) the fees and disbursements of the independent registered  public accountants of the Company and the Guarantors, including the expenses of any special  audits or “comfort” letters required by or incident to the performance of and compliance with  this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees  and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and                                         4  ActiveUS 181591633v.8  Error! Unknown document property name.                                         





 






                                                                                 commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition  of Registrable Securities by a Holder.         “Registration Statement” shall mean any registration statement of the Company and the  Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the  provisions of this Agreement and all amendments and supplements to any such registration  statement, including post-effective amendments, in each case including the Prospectus contained  therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference  therein.         “Scripps” shall have the meaning set forth in the preamble.          “SEC” shall mean the United States Securities and Exchange Commission.         “Securities” shall have the meaning set forth in the preamble.         “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.         “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.         “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.         “Shelf Registration Statement” shall mean a “shelf” registration statement of the  Company and the Guarantors, including an existing “shelf” registration statement designated by  the Company and the Guarantors, that covers all or a portion of the Registrable Securities on an  appropriate form under Rule 415 under the Securities Act, or any similar rule that may be  adopted by the SEC, and all amendments and supplements to such registration statement,  including post-effective amendments, in each case including the Prospectus contained therein or  deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.         “Shelf Request” shall have the meaning set forth in Section 2(b) hereof.         “Staff” shall mean the staff of the SEC.         “Target Registration Date” shall mean the date that is 365 days after the Closing Date.         “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time  to time.         “Trustee” shall mean the trustee with respect to the Securities under the Indenture.         “Underwriter” shall have the meaning set forth in Section 3(e) hereof.         “Underwritten Offering” shall mean an offering in which Registrable Securities are sold  to an Underwriter for reoffering to the public.         2.    Registration Under the Securities Act.  (a) To the extent not prohibited by any  applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall  use their commercially reasonable efforts to (x) cause to be filed an Exchange Offer Registration                                        5  ActiveUS 181591633v.8  Error! Unknown document property name.                                         





 






                                                                                 Statement covering an offer to the Holders to exchange all the Registrable Securities for  Exchange Securities and (y) have such Registration Statement become and remain effective for a  period ending on the earlier of (i) 120 days from the date on which the Exchange Offer  Registration Statement is declared effective and (ii) the date on which no Broker-Dealer is  required to deliver a prospectus in connection with market-making or other trading activities (as  such period may be extended pursuant to Section 3(d) hereof). The Company and the Guarantors  shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is  declared effective by the SEC and use their commercially reasonable efforts to complete the  Exchange Offer.         The Company and the Guarantors shall commence the Exchange Offer by mailing the  related Prospectus, appropriate letters of transmittal and other accompanying documents to each  Holder stating, in addition to such other disclosures as are required by applicable law,  substantially the following:                      (i)   that the Exchange Offer is being made pursuant to this Agreement  and that all Registrable Securities validly tendered and not properly withdrawn will be accepted  for exchange;                      (ii)  the dates of acceptance for exchange (which shall be a period of at  least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”);                     (iii) that any Registrable Security not tendered will remain outstanding  and continue to accrue interest but will not retain any rights under this Agreement (including  with respect to increases in annual interest rate), except as otherwise specified herein;                     (iv)  that any Holder electing to have a Registrable Security exchanged  pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security,  together with the appropriate letters of transmittal, to the institution and at the address and in the  manner specified in the notice, or (B) effect such exchange otherwise in compliance with the  applicable procedures of the depositary for such Registrable Security, in each case prior to the  close of business on the last Exchange Date; and                      (v)   that any Holder will be entitled to withdraw its election, not later  than the close of business on the last Exchange Date, by (A) sending to the institution and at the  address specified in the notice, a facsimile transmission or letter setting forth the name of such  Holder, the principal amount of Registrable Securities delivered for exchange and a statement  that such Holder is withdrawing its election to have such Securities exchanged or (B) effecting  such withdrawal in compliance with the applicable procedures of the depositary for the  Registrable Securities.          As a condition to participating in the Exchange Offer, a Holder will be required to  represent to the Company and the Guarantors that (1) any Exchange Securities to be received by  it will be acquired in the ordinary course of its business, (2) it is not engaged in, does not intend  to engage in, and has no arrangement or understanding with any Person to participate in the  distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of  the provisions of the Securities Act, (3) it is not an “affiliate” (within the meaning of Rule 405                                         6  ActiveUS 181591633v.8  Error! Unknown document property name.                                         





 






                                                                                   under the Securities Act) of the Company or any Guarantors and (4) if such Holder is a broker-  dealer that will receive Exchange Securities for its own account in exchange for Registrable   Securities that were acquired as a result of market-making or other trading activities, then such  Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus  to purchasers) in connection with any resale of such Exchange Securities.         As soon as practicable after the last Exchange Date, the Company and the Guarantors  shall:                            (I)   accept for exchange Registrable Securities or portions  thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and                             (II)  deliver, or cause to be delivered, to the Trustee for   cancellation all Registrable Securities or portions thereof so accepted for exchange by the  Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder,  Exchange Securities equal in principal amount to the principal amount of the Registrable  Securities tendered by such Holder.         The Company and the Guarantors shall use their commercially reasonable efforts to  complete the Exchange Offer as provided above and shall comply with the applicable  requirements of the Securities Act, the Exchange Act and other applicable laws and regulations   in connection with the Exchange Offer. The Exchange Offer shall not be subject to any   conditions, other than that the Exchange Offer does not violate any applicable law or applicable   interpretations of the Staff.          In the event that (i) the Company and the Guarantors determine that the Exchange Offer   Registration provided for in Section 2(a) hereof is not available or the Exchange Offer may not   be completed because it would violate any applicable law or applicable interpretations of the   Staff, (ii) the Exchange Offer is not for any other reason completed by the Target Registration   Date or (iii) upon receipt of a written request (a “Shelf Request”) from any Holder representing   that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange   Offer, the Company and the Guarantors shall use their commercially reasonable efforts to cause   to be filed as soon as practicable after such determination, date or Shelf Request, as the case may   be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the   Holders thereof and to have such Shelf Registration Statement become effective; provided that   no Holder will be entitled to have any Registrable Securities included in any Shelf Registration   Statement, or entitled to use the prospectus forming a part of such Shelf Registration Statement,   until such Holder shall have delivered a completed and signed Notice and Questionnaire and   provided such other information regarding such Holder to the Company as is contemplated by   Section 3(b) hereof. Each Holder as to which any Shelf Registration Statement is being effected   agrees to furnish promptly to the Company and the Guarantors all information required to be   disclosed in order to make the information previously furnished to the Company and the   Guarantors by such Holder not materially misleading.          In the event that the Company and the Guarantors are required to file a Shelf Registration   Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors   shall use their commercially reasonable efforts to file and have become effective both an                                          7   ActiveUS 181591633v.8   Error! Unknown document property name.                                         





 






                                                                                   Exchange Offer Registration Statement pursuant to Section 2(a) hereof with respect to all   Registrable Securities and a Shelf Registration Statement (which may be a combined   Registration Statement with the Exchange Offer Registration Statement) with respect to offers   and sales of Registrable Securities held by the Holders after completion of the Exchange Offer.          The Company and the Guarantors agree to use their commercially reasonable efforts to   keep the Shelf Registration Statement continuously effective until the earliest of (i) the time   when such Registrable Securities covered by the Shelf Registration Statement can be sold   pursuant to Rule 144 of the Securities Act without any limitations by non-affiliates of the  Company and the Guarantors under clause (d) of Rule 144 of the Securities Act, (ii) the date on  which all such Registrable Securities are disposed of in accordance with the Shelf Registration  Statement and (iii) one year after the original effective date of the Shelf Registration Statement  (the “Shelf Effectiveness Period”). The Company and the Guarantors further agree to supplement   or amend the Shelf Registration Statement, the related Prospectus and any Free Writing   Prospectus if required by the rules, regulations or instructions applicable to the registration form   used by the Company for such Shelf Registration Statement or by the Securities Act or by any   other rules and regulations thereunder or if reasonably requested by a Holder of Registrable   Securities with respect to information relating to such Holder, and to use their commercially   reasonable efforts to cause any such amendment to become effective, if required, and such Shelf   Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become   usable as soon as thereafter practicable. The Company and the Guarantors agree to furnish to the   Participating Holders copies, upon request, of any such supplement or amendment promptly after   its being used or filed with the SEC.                (b)   The Company and the Guarantors shall pay all Registration Expenses in   connection with any registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder   shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes,   if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the   Shelf Registration Statement.                (c)   An Exchange Offer Registration Statement pursuant to Section 2(a) hereof   will not be deemed to have become effective unless it has been declared effective by the SEC. A   Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become   effective unless it has been declared effective by the SEC or is automatically effective upon   filing with the SEC as provided by Rule 462 under the Securities Act.          If a Registration Default occurs, the interest rate on the Registrable Securities will be   increased by (i) 0.25% per annum for the first 90-day period beginning on the day immediately   following such Registration Default and (ii) an additional 0.25% per annum with respect to each   subsequent 90-day period, in each case until and including the date such Registration Default   ends, up to a maximum increase of 0.50% per annum. A Registration Default ends when the   Securities cease to be Registrable Securities or, if earlier, (1) in the case of a Registration Default   under clause (i) of the definition thereof, when the Exchange Offer is completed, (2) in the case   of a Registration Default under clause (ii) or clause (iii) of the definition thereof, when the Shelf   Registration Statement becomes effective or (3) in the case of a Registration Default under   clause (iv) of the definition thereof, when the Shelf Registration Statement again becomes   effective or the Prospectus again becomes usable. If at any time more than one Registration                                          8   ActiveUS 181591633v.8   Error! Unknown document property name.                                         





 






                                                                                 Default has occurred and is continuing, then, until the next date that there is no Registration  Default, the increase in interest rate provided for by this paragraph shall apply as if there  occurred a single Registration Default that begins on the date that the earliest such Registration  Default occurred and ends on such next date that there is no Registration Default.              (d)   Without limiting the remedies available to the Dealer Managers and the  Holders, the Company and the Guarantors acknowledge that any failure by the Company or the  Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may  result in material irreparable injury to the Dealer Managers or the Holders for which there is no  adequate remedy at law, that it will not be possible to measure damages for such injuries  precisely and that, in the event of any such failure, the Dealer Managers or any Holder may  obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’  obligations under Section 2(a) and Section 2(b) hereof; provided, however, that the parties hereto  agree that the additional interest provided for in this Section 2 is intended to constitute the sole  remedy for monetary damages in connection with any Registration Default.         3.    Registration Procedures.  (a) In connection with their obligations pursuant to  Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall as expeditiously as  possible:                     (i)   prepare and file with the SEC a Registration Statement on the  appropriate form under the Securities Act, which form (A) shall be selected by the Company and  the Guarantors, (B) shall, in the case of a Shelf Registration, be available for the sale of the  Registrable Securities by the Holders thereof and (C) shall comply as to form in all material  respects with the requirements of the applicable form and include all financial statements  required by the SEC to be filed therewith; and use their commercially reasonable efforts to cause  such Registration Statement to become effective and remain effective for the applicable period in  accordance with Section 2 hereof;                     (ii)  prepare and file with the SEC such amendments and post-effective  amendments to each Registration Statement as may be necessary to keep such Registration  Statement effective for the applicable period in accordance with Section 2 hereof and cause each  Prospectus to be supplemented by any required prospectus supplement and, as so supplemented,  to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current  during the period described in Section 4(3) of and Rule 174 under the Securities Act that is  applicable to transactions by brokers or dealers with respect to the Registrable Securities or  Exchange Securities;                     (iii) to the extent any Free Writing Prospectus is used, file with the  SEC any Free Writing Prospectus that is required to be filed by the Company or the Guarantors  with the SEC in accordance with the Securities Act and to retain any Free Writing Prospectus not  required to be filed;                     (iv)  in the case of a Shelf Registration, furnish to each Participating  Holder, to counsel for the Dealer Managers (if any Registrable Securities held by a Dealer  Manager are included in such Registration Statement), to counsel for such Participating Holders  and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without                                         9  ActiveUS 181591633v.8  Error! Unknown document property name.                                         





 






                                                                                   charge, as many copies of each Prospectus, preliminary prospectus or Free Writing Prospectus,   and any amendment or supplement thereto, as such Participating Holder, counsel or Underwriter   may reasonably request in order to facilitate the sale or other disposition of the Registrable   Securities thereunder; and, subject to Section 3(c) hereof, the Company and the Guarantors   consent to the use of such Prospectus, preliminary prospectus or such Free Writing Prospectus   and any amendment or supplement thereto in accordance with applicable law by each of the   Participating Holders and any such Underwriters in connection with the offering and sale of the   Registrable Securities covered by and in the manner described in such Prospectus, preliminary   prospectus or such Free Writing Prospectus or any amendment or supplement thereto in   accordance with applicable law;                      (v)   use their commercially reasonable efforts to register or qualify the   Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions   as any Participating Holder shall reasonably request in writing by the time the applicable   Registration Statement becomes effective; cooperate with such Participating Holders in   connection with any filings required to be made with FINRA; and do any and all other acts and   things that may be reasonably necessary or advisable to enable each Participating Holder to   complete the disposition in each such jurisdiction of the Registrable Securities owned by such   Participating Holder; provided that neither the Company nor any Guarantor shall be required to   (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such   jurisdiction where it would not otherwise be required to so qualify but for the requirements of   this Section 3(a)(v), (2) file any general consent to service of process in any such jurisdiction, (3)   take any action that would subject it to the service of process in suits or to taxation in any   jurisdiction where it is not then so subject or (4) make any change to its charter or by-laws or   similar organizational documents;                      (vi)  notify counsel for the Dealer Managers and, in the case of a Shelf   Registration, notify each Participating Holder and counsel for such Participating Holders   promptly and, if requested by any such Participating Holder or counsel, confirm such advice in   writing (1) when a Registration Statement has become effective, when any post-effective  amendment thereto has been filed and becomes effective, when any Free Writing Prospectus has  been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus  has been filed, (2) of any request by the SEC or any state securities authority for amendments  and supplements to a Registration Statement, Prospectus or any Free Writing Prospectus or for  additional information after the Registration Statement has become effective, (3) of the issuance  by the SEC or any state securities authority of any stop order suspending the effectiveness of a  Registration Statement or the initiation of any proceedings for that purpose, including the receipt  by the Company of any notice of objection of the SEC to the use of a Shelf Registration  Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the  Securities Act, (4) if, between the applicable effective date of a Shelf Registration Statement and  the closing of any sale of Registrable Securities covered thereby, the representations and  warranties of the Company or any Guarantor contained in any underwriting agreement, securities  sales agreement or other similar agreement, if any, relating to an offering of such Registrable  Securities cease to be true and correct in all material respects or if the Company or any  Guarantor receives any notification with respect to the suspension of the qualification of the  Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such  purpose, (5) of the happening of any event during the period a Registration Statement is effective                                         10   ActiveUS 181591633v.8   Error! Unknown document property name.                                         





 






                                                                                   that makes any statement made in such Registration Statement or the related Prospectus or any   Free Writing Prospectus untrue in any material respect or that requires the making of any   changes in such Registration Statement or Prospectus or any Free Writing Prospectus in order to   make the statements therein not misleading and (6) of any determination by the Company or any   Guarantor that a post-effective amendment to a Registration Statement or any amendment or   supplement to the Prospectus or any Free Writing Prospectus would be appropriate;                      (vii) use their commercially reasonable efforts to obtain the withdrawal   of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf   Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2) under the   Securities Act, including by filing, if necessary, an amendment to such Registration Statement on   the proper form, at the earliest possible time and provide immediate notice to each Holder or   Participating Holder of the withdrawal of any such order or such resolution;                      (viii) in the case of a Shelf Registration, furnish to each Participating   Holder, upon its request, without charge, at least one conformed copy of each Registration   Statement and any post-effective amendment thereto (without any documents incorporated   therein by reference or exhibits thereto, unless requested);                     (ix)  in the case of a Shelf Registration, cooperate with the Participating  Holders to facilitate the timely preparation and delivery of certificates representing Registrable  Securities to be sold and not bearing any restrictive legends and enable such Registrable  Securities to be issued in such denominations and registered in such names (consistent with the  provisions of the Indenture) as such Participating Holders may reasonably request at least one  Business Day prior to the closing of any sale of Registrable Securities;                     (x)   subject to the Company’s right to, pursuant to Section 3(d), to  suspend the disposition of Registrable Securities pursuant to a Registration Statement, upon the  occurrence of any event contemplated by Section 3(a)(vi)(5) hereof, use their commercially  reasonable efforts to prepare and file with the SEC a supplement or post-effective amendment to   the applicable Exchange Offer Registration Statement or Shelf Registration Statement or the   related Prospectus or any Free Writing Prospectus or any document incorporated therein by   reference or file any other required document so that, as thereafter delivered (or, to the extent   permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus or   Free Writing Prospectus, as the case may be, will not contain any untrue statement of a material   fact or omit to state a material fact necessary to make the statements therein, in the light of the   circumstances under which they were made, not misleading; and the Company and the   Guarantors shall notify the Participating Holders (in the case of a Shelf Registration Statement)   and the Dealer Managers and any Participating Broker-Dealers known to the Company (in the  case of an Exchange Offer Registration Statement) to suspend use of the Prospectus or any Free  Writing Prospectus as promptly as practicable after the occurrence of such an event, and such  Participating Holders, such Participating Broker-Dealers and the Dealer Managers, as applicable,  hereby agree to suspend use of the Prospectus or any Free Writing Prospectus, as the case may  be, until the Company and the Guarantors have amended or supplemented the Prospectus or the  Free Writing Prospectus, as the case may be, to correct such misstatement or omission;                                           11   ActiveUS 181591633v.8   Error! Unknown document property name.                                         





 






                                                                                                     (xi)  a reasonable time prior to the filing of any Registration Statement,   any Prospectus, any Free Writing Prospectus, any amendment to a Registration Statement or   amendment or supplement to a Prospectus or a Free Writing Prospectus or of any document that   is to be incorporated by reference into a Registration Statement, a Prospectus or a Free Writing   Prospectus after initial filing of a Registration Statement, provide copies of such document to the   Dealer Managers and their counsel (and, in the case of a Shelf Registration Statement, to the   Participating Holders and their counsel) and make such of the representatives of the Company   and the Guarantors as shall be reasonably requested by the Dealer Managers or their counsel   (and, in the case of a Shelf Registration Statement, the Participating Holders or their counsel)   available for discussion of such document; and the Company and the Guarantors shall not, at any   time after initial filing of a Registration Statement, use or file any Prospectus, any Free Writing   Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus or a   Free Writing Prospectus, or any document that is to be incorporated by reference into a   Registration Statement, a Prospectus or a Free Writing Prospectus, of which the Dealer   Managers and their counsel (and, in the case of a Shelf Registration Statement, the Participating   Holders and their counsel) shall not have previously been advised and furnished a copy or to   which the Dealer Managers or their counsel (and, in the case of a Shelf Registration Statement,   the Participating Holders or their counsel) shall reasonably object;                      (xii) obtain a CUSIP number for all Exchange Securities or Registrable   Securities, as the case may be, not later than the initial effective date of a Registration Statement;                      (xiii) cause the Indenture to be qualified under the Trust Indenture Act in   connection with the registration of the Exchange Securities or Registrable Securities, as the case   may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as   may be required for the Indenture to be so qualified in accordance with the terms of the Trust   Indenture Act; and execute, and use their commercially reasonable efforts to cause the Trustee to   execute, all documents as may be required to effect such changes and all other forms and   documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely   manner;                      (xiv) in the case of a Shelf Registration, and subject to customary   confidentiality agreements, make available for inspection, solely for due diligence purposes, by a   representative of the Participating Holders (an “Inspector”), the managing underwriters, if any,   participating in any disposition pursuant to such Shelf Registration Statement and any attorneys   and accountants designated by such managing underwriter, at reasonable times and in a   reasonable manner, all pertinent financial and other records, documents and properties of   Discovery and each of its subsidiaries that is a significant subsidiary within the meaning of such   term as defined in Rule 1-02 of Regulation S-X of the SEC (the “Significant Subsidiaries”) , and   cause the respective officers, directors and employees of Discovery and the Significant   Subsidiaries to supply all information reasonably requested by any such Inspector, managing   underwriter, attorney or accountant in connection with a Shelf Registration Statement;                      (xv)  if reasonably requested by any Participating Holder, promptly   include in a Prospectus supplement or post-effective amendment such information with respect  to such Participating Holder as such Participating Holder reasonably requests to be included  therein and make all required filings of such Prospectus supplement or such post-effective                                          12   ActiveUS 181591633v.8   Error! Unknown document property name.                                         





 






                                                                                   amendment as soon as reasonably practicable after the Company has received notification of the   matters to be so included in such filing; provided, that the Company shall not be required to   make more than two such filings on behalf of the Participating Holders in any 30 day period;                     (xvi) in the case of a Shelf Registration, enter into such customary  agreements and take all such other actions in connection therewith (including those reasonably  requested by the Holders of a majority in principal amount of the Registrable Securities covered  by the Shelf Registration Statement) that are necessary in order to expedite or facilitate the  disposition of such Registrable Securities including, but not limited to, an Underwritten Offering  and in such connection, (1) to the extent possible, make such representations and warranties to  the Participating Holders and any Underwriters of such Registrable Securities with respect to the  business of the Company and its subsidiaries and the Registration Statement, Prospectus, any  Free Writing Prospectus and documents incorporated by reference or deemed incorporated by  reference, if any, in each case, in form, substance and scope as are customarily made by issuers  to underwriters in underwritten offerings and confirm the same if and when requested, (2) solely  with respect to an Underwritten Offering, obtain opinions of counsel to the Company and the  Guarantors (which counsel and opinions shall be in form, scope and substance, shall be  reasonably satisfactory to the Participating Holders and such Underwriters and their respective  counsel) addressed to each Participating Holder and Underwriter of Registrable Securities, with  customary limitations, assumptions and exclusions, and covering the matters customarily  covered in opinions requested in underwritten offerings, (3) solely with respect to an  Underwritten Offering, obtain “comfort” letters from the independent registered public  accountants of the Company and the Guarantors (and, if necessary, any other registered public  accountant of any subsidiary of Discovery, or of any business acquired by the Company or the  Guarantors for which financial statements and financial data are or are required to be included in  the Registration Statement) addressed to each Participating Holder (to the extent permitted by  applicable professional standards) and Underwriter of Registrable Securities, such letters to be in  customary form and covering matters of the type customarily covered in “comfort” letters in  connection with underwritten offerings, including but not limited to financial information  contained in any preliminary prospectus, Prospectus or Free Writing Prospectus and (4) deliver  such documents and certificates as may be reasonably requested by the Holders of a majority in  principal amount of the Registrable Securities being sold or the Underwriters, and which are  customarily delivered in underwritten offerings, to evidence the continued validity of the  representations and warranties of the Company and the Guarantors made pursuant to clause (1)  above and to evidence compliance with any customary conditions contained in an underwriting  agreement; and                     (xvii) so long as any Registrable Securities remain outstanding, cause  each Additional Guarantors that, after the creation or acquisition by the Company of such  Additional Guarantor, guarantees the New Notes in accordance with the Indenture to execute a  counterpart to this Agreement in the form attached hereto as Annex A and to deliver such  counterpart to the Dealer Managers no later than ten Business Days following the execution  thereof.               (b)   In the case of a Shelf Registration Statement, the Company may require  each Holder of Registrable Securities to furnish to the Company a Notice and Questionnaire and  such other information regarding such Holder and the proposed disposition by such Holder of                                         13   ActiveUS 181591633v.8   Error! Unknown document property name.                                         





 






                                                                                   such Registrable Securities as the Company and the Guarantors may from time to time   reasonably request in writing. Each Holder as to which any Shelf Registration Statement is being   effected agrees to furnish promptly to the Company and the Guarantors all information required   to be disclosed in order to make the information previously furnished to the Company and the   Guarantors by such Holder not materially misleading.                (c)   Each Participating Holder agrees that, upon receipt of any notice from the   Company and the Guarantors of the happening of any event of the kind described in Section   3(a)(vi)(3) or Section 3(a)(vi)(5) hereof, such Participating Holder will forthwith discontinue   disposition of Registrable Securities pursuant to the Shelf Registration Statement until such   Participating Holder’s receipt of the copies of the supplemented or amended Prospectus and any   Free Writing Prospectus contemplated by Section 3(a)(x) hereof and, if so directed by the   Company and the Guarantors, such Participating Holder will deliver to the Company and the   Guarantors all copies in its possession, other than permanent file copies then in such   Participating Holder’s possession, of the Prospectus and any Free Writing Prospectus covering   such Registrable Securities that is current at the time of receipt of such notice.                (d)   If the Company and the Guarantors shall give any notice to suspend the   disposition of Registrable Securities pursuant to a Registration Statement, the Company and the   Guarantors shall extend the period during which such Registration Statement shall be maintained   effective pursuant to this Agreement by the number of days during the period from and including   the date of the giving of such notice to and including the date when the Holders of such   Registrable Securities shall have received copies of the supplemented or amended Prospectus or   any Free Writing Prospectus necessary to resume such dispositions. Each Participating Holder   agrees to hold in confidence the fact that it has received such notice and any communication   related thereto; provided, however, that the Company and the Guarantors shall not give reasons   for such suspension should it constitute material non-public information.                (e)   The Participating Holders who desire to do so may sell such Registrable   Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank   or investment banks and manager or managers (each an “Underwriter”) that will administer the   offering will be selected by the Holders of a majority in principal amount of the Registrable   Securities included in such offering, provided, that any such Underwriters shall be reasonably   satisfactory to the Company.          4.    Participation of Broker-Dealers in Exchange Offer.  (a) The Staff has taken the   position that any broker-dealer that receives Exchange Securities for its own account in the   Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of   market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be   an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting   the requirements of the Securities Act in connection with any resale of such Exchange Securities.          The Company and the Guarantors understand that it is the Staff’s position that if the  Prospectus contained in the Exchange Offer Registration Statement includes a plan of  distribution containing a statement to the above effect and the means by which Participating  Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker- Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may                                          14   ActiveUS 181591633v.8   Error! Unknown document property name.                                         





 






                                                                                 be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available  to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in  connection with resales of Exchange Securities for their own accounts, so long as the Prospectus  otherwise meets the requirements of the Securities Act.               (b)   In light of the above, and notwithstanding the other provisions of this  Agreement, the Company and the Guarantors agree to amend or supplement the Prospectus  contained in the Exchange Offer Registration Statement for a period ending on the earlier of (i)  90 days from the date on which the Exchange Offer Registration Statement is declared effective  and (ii) the date on which no Broker-Dealer is required to deliver a prospectus in connection with  market-making or other trading activities (as such period may be extended pursuant to Section  3(d) hereof), in order to expedite or facilitate the disposition of any Exchange Securities by  Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a)  above. The Company and the Guarantors further agree that Participating Broker-Dealers shall be  authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during  such period in connection with the resales contemplated by this Section 4.               (c)   The Dealer Managers shall have no liability to the Company, any  Guarantor or any Holder with respect to any request that they may make pursuant to Section 4(b)  hereof.         5.    Indemnification and Contribution.  (a) The Issuers (together, the “Indemnifying  Party”) jointly and severally agree to indemnify and hold harmless the Dealer Managers and each  Holder, their respective affiliates, directors, officers and each Person, if any, who controls any  Dealer Manager or any Holder within the meaning of Section 15 of the Securities Act, or Section  20 of the Exchange Act (the Dealer Managers, Holders and each such Person being an  “Indemnified Party”) as follows:                     (i)   from and against any and all losses, claims, damages and liabilities  (including, without limitation, reasonable legal fees and other expenses incurred in connection  with any suit, action or proceeding or any claim asserted, as such fees and expenses are  incurred), joint or several, that arise out of, or are based upon (1) any untrue statement or alleged  untrue statement of a material fact contained in any Registration Statement, or any omission or  alleged omission to state therein a material fact required to be stated therein or necessary in order  to make the statements therein not misleading or (2) any untrue statement or alleged untrue  statement of a material fact contained in any Prospectus, any Free Writing Prospectus or any  “issuer information” (“Issuer Information”) filed or required to be filed pursuant to Rule 433(d)  under the Securities Act, or any of the documents referred to therein, furnished or made available  by the Indemnifying Party or the omission or alleged omission therefrom of a material fact  necessary in order to make the statements therein, in the light of the circumstances under which  they were made, not misleading, in each case except insofar as such losses, claims, damages or  liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue  statement or omission made in reliance upon and in conformity with any information relating to  the Dealer Managers or information relating to any Holder furnished to the Company in writing  (including, without limitation, a Notice and Questionnaire of such Holder) through the Dealer  Managers or any selling Holder, respectively, expressly for use therein.                                         15  ActiveUS 181591633v.8  Error! Unknown document property name.                                         





 






                                                                                                     (ii)  from and against any and all loss, liability, claim, damage and   reasonable expenses, as incurred, to the extent of the aggregate amount paid in settlement of any   litigation, or any investigation or proceeding by any governmental agency or body, commenced   or threatened, or of any claim whatsoever related to, arising out of or based on any matter for   which the Indemnified Party is entitled to indemnification pursuant to subparagraph (i) above,   provided, except as specified in Section 5(g) below, any such settlement shall be effected with   the written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed   or conditioned; and                      (iii) from and against any and all reasonable expense, as incurred   (including the reasonable fees and disbursements of counsel chosen by the Dealer Managers or  Holder, as applicable), incurred in investigating, preparing or defending against any litigation, or  investigation or proceeding by any governmental agency or body, commenced or threatened, or  any claim whatsoever related to, arising out of or based on any matter for which the Indemnified  Party is entitled to indemnification pursuant to subparagraph (i) or (ii) above.               (b)   Each Holder agrees, severally and not jointly, to indemnify and hold  harmless the Company, the Guarantors, the Dealer Managers and the other selling Holders, the  directors of the Company and the Guarantors, each officer of the Company and the Guarantors  who signed the Registration Statement and each Person, if any, who controls the Company, the  Guarantors, any Dealer Manager and any other selling Holder within the meaning of Section 15  of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set  forth in subsection (a)(i) above, but only with respect to any losses, claims, damages or liabilities  that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement  or omission made in reliance upon and in conformity with any information relating to such  Holder furnished to the Company in writing by such Holder expressly for use in any Registration  Statement, any Prospectus and any Free Writing Prospectus;               (c)   Promptly after receipt by an Indemnified Party of written notice of any  claim or commencement of an action or proceeding with respect to which indemnification may  be sought hereunder, such Indemnified Party shall notify the Indemnifying Party in writing of  such claim or of the commencement of such action, claim or proceeding, but failure so to notify  the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may  have hereunder to such Indemnified Party, and in any event will not relieve the Indemnifying  Party from any other liability that it may have to such Indemnified Party. In the event of any  such claim, action or proceeding, if such Indemnified Party shall notify the Indemnifying Party  of the commencement thereof, the Indemnifying Party shall assume the defense thereof, with  counsel reasonably satisfactory to such Indemnified Party, and shall pay the fees and reasonable  expenses of such counsel; provided, however, (i) if the Indemnifying Party fails to assume such  defense in a timely manner or (ii) the Indemnified Party shall have concluded that there may be  one or more legal defenses available to it which are different from or additional to those  available to the Indemnifying Party, the Indemnifying Party shall not have the right to assume  the defense of such action on behalf of the Indemnified Party, it being understood, however, that  the Indemnifying Party shall not, in connection with any one such action or separate but  substantially similar or related actions in the same jurisdiction arising out of the same general  allegations or circumstances, be liable for the fees and expenses of more than one separate firm  of attorneys (in addition to one local counsel in any jurisdiction) for the Indemnified Party.                                         16   ActiveUS 181591633v.8   Error! Unknown document property name.                                         





 






                                                                                               (d)   In the event an Indemnified Party is requested or required to appear as a   witness in any action brought by or on behalf of or against the Indemnifying Party, the   Indemnifying Party agrees to reimburse the Indemnified Party for all reasonable expenses as   incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as   such a witness, including, without limitation, the reasonable fees and disbursements of its legal   counsel, and to compensate the Indemnified Party in an amount to be mutually agreed upon. In   addition, the Indemnifying Party agrees to promptly compensate the Indemnified Party in an   amount to be mutually agreed upon per employee per day for each day that the Indemnified  Party’s officer or employee is involved in preparation, discovery or testimony pertaining to any  litigation, discovery or investigation in connection with this Agreement.               (e)   If the indemnification provided for in Section 5(a) and (b) hereof is for  any reason unavailable to or insufficient to hold harmless an Indemnified Party in respect of any  losses, liabilities, claims, damages or expenses referred to therein, then the Indemnifying Party  agrees to contribute to the aggregate amount of such losses, liabilities, claims, damages and  expenses incurred by such Indemnified Party, as incurred, (i) in such proportion as is appropriate  to reflect the relative benefits to the Indemnifying Party from the offering of the Securities and  the Exchange Securities on the one hand and to the Holders from receiving Securities or  Exchange Securities registered under the Securities Act on the other hand or (ii) if, but only if,  the allocation provided by clause (i) is for any reason held unenforceable, in such proportion as  is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the  relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the  other hand in connection with the statements or omissions which resulted in such losses,  liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.  The relative benefits to the Indemnifying Party on the one hand and the Indemnified Party on the  other hand shall be determined by reference to, among other things, whether any such untrue or  alleged untrue statement of a material fact or omission or alleged omission to state a material fact  relates to information supplied by the Indemnifying Party or by the Indemnified Party and the  parties’ relative intent, knowledge, access to information and opportunity to correct or prevent  such statement or omission. The Company, the Guarantors, the Dealer Managers and the Holders  agree that it would not be just and equitable if contribution pursuant to this Section 5(e) were  determined by pro rata allocation (even if the Holders were treated as one entity for such  purpose) or by any other method of allocation which does not take account of the equitable  considerations referred to above in this Section 5(e). The aggregate amount of losses, liabilities,  claims, damages and expenses incurred by an Indemnified Party and referred to above in this  Section 5(e) shall be deemed to include any legal or other expenses reasonably incurred by such  Indemnified Party in investigating, preparing or defending against any litigation, or any  investigation or proceeding by any governmental agency or body, commenced or threatened, or  any claim whatsoever based upon any such untrue or alleged untrue statement or omission or  alleged omission. Notwithstanding the provisions of this Section 5, in no event shall a Holder be  required to contribute any amount in excess of the amount by which the total price at which the  Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that  such Holder has otherwise been required to pay by reason of such untrue or alleged untrue  statement or omission or alleged omission.               (f)   The Indemnifying Party agrees that, without the Indemnified Party’s prior  written consent, it will not settle, compromise or consent to the entry of any judgment in or with                                         17   ActiveUS 181591633v.8   Error! Unknown document property name.                                         





 






                                                                                   respect to any pending or threatened claim, action, investigation or proceeding in respect of   which indemnification or contribution could be sought under this Section 5 (whether or not the   Indemnified Party is an actual or potential party to such claim, action, investigation or   proceeding), unless such settlement, compromise or consent (i) includes an unconditional release   of each Indemnified Party from all liability arising out of such claim, action, investigation or   proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability or a   failure to act by or on behalf of an Indemnified Party.               (g)   If at any time an Indemnified Party shall have requested the Indemnifying  Party to reimburse the Indemnified Party for fees and reasonable expenses of counsel, the  Indemnifying Party agrees that it shall be liable for any settlement effected without its written   consent if (i) such settlement is entered into more than 45 days after receipt by the Indemnifying   Party of the aforesaid request, (ii) the Indemnifying Party shall have received notice of the terms   of such settlement at least 30 days prior to such settlement being entered into and (iii) the   Indemnifying Party shall not have reimbursed such Indemnified Party in accordance with such   request prior to the date of such settlement.                (h)   The rights of any Indemnified Party under this Section shall be in addition   to and not in limitation of any rights that any Indemnified Party may have at common law or   otherwise.                      (i)   The indemnity and contribution provisions contained in this   Section 5 shall remain operative and in full force and effect regardless of (i) any termination of   this Agreement, (ii) any investigation made by or on behalf of any Dealer Manager or any   Holder or any Person controlling any Dealer Manager or any Holder, or by or on behalf of the   Company or the Guarantors or the officers or directors of or any Person controlling the Company   or the Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale of   Registrable Securities pursuant to a Shelf Registration Statement.          6.    General.                (a)   No Inconsistent Agreements. The Company and the Guarantors represent,   warrant and agree that (i) the rights granted to the Holders hereunder do not in any way conflict   with and are not inconsistent with the rights granted to the holders of any other outstanding   securities issued or guaranteed by the Company or any Guarantors under any other agreement   and (ii) neither the Company nor any Guarantor has entered into, or on or after the date of this   Agreement will enter into, any agreement that is inconsistent with the rights granted to the   Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions   hereof.                (b)   Amendments and Waivers. The provisions of this Agreement, including   the provisions of this sentence, may not be amended, modified or supplemented, and waivers or   consents to departures from the provisions hereof may not be given unless the Company and the   Guarantors have obtained the written consent of Holders of at least a majority in aggregate   principal amount of the outstanding Registrable Securities affected by such amendment,   modification, supplement, waiver or consent; provided that no amendment, modification,   supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be                                          18   ActiveUS 181591633v.8   Error! Unknown document property name.                                         





 






                                                                                   effective as against any Holder of Registrable Securities unless consented to in writing by such   Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this   Section 6(b) shall be by a writing executed by each of the parties hereto.                (c)   Notices. All notices and other communications provided for or permitted   hereunder shall be made in writing by hand-delivery, registered first-class mail, facsimile  transmission, electronic transmission or any courier guaranteeing overnight delivery (i) if to a  Holder, at the most current address given by such Holder to the Company by means of a notice  given in accordance with the provisions of this Section 6(c), which address initially is, with  respect to any Dealer Manager, its address set forth in the Dealer Manager Agreement; (ii) if to  the Company and the Guarantors, initially at the Company’s address set forth in the Dealer  Manager Agreement and thereafter at such other address, notice of which is given in accordance  with the provisions of this Section 6(c); and (iii) to such other persons at their respective  addresses as provided in the Dealer Manager Agreement and thereafter at such other address,  notice of which is given in accordance with the provisions of this Section 6(c). All such notices  and communications shall be deemed to have been duly given: at the time delivered by hand, if  personally delivered; five Business Days after being deposited in the mail, postage prepaid, if  mailed; when receipt is acknowledged, if telecopied or electronically transmitted; and on the next  Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all  such notices, demands or other communications shall be concurrently delivered by the Person  giving the same to the Trustee, at the address specified in the Indenture.               (d)   Successors and Assigns. This Agreement shall inure to the benefit of and  be binding upon the successors, assigns and transferees of each of the parties, including, without  limitation and without the need for an express assignment, subsequent Holders; provided that  nothing herein shall be deemed to permit any assignment, transfer or other disposition of  Registrable Securities in violation of the terms of the Dealer Manager Agreement or the  Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner,  whether by operation of law or otherwise, such Registrable Securities shall be held subject to all  the terms of this Agreement, and by taking and holding such Registrable Securities such Person  shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and  provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. No  Dealer Manager (in its capacity as Dealer Manager) shall have any liability or obligation to the   Company or the Guarantors with respect to any failure by a Holder to comply with, or any   breach by any Holder of, any of the obligations of such Holder under this Agreement.                (e)   Third-Party Beneficiaries. Each Holder shall be a third-party beneficiary   to the agreements made hereunder between the Company and the Guarantors, on the one hand,   and the Dealer Managers, on the other hand, and shall have the right to enforce such agreements   directly to the extent it deems such enforcement necessary or advisable to protect its rights or the   rights of other Holders hereunder.                (f)   Counterparts. This Agreement may be executed in any number of   counterparts and by the parties hereto in separate counterparts, each of which when so executed   shall be deemed to be an original and all of which taken together shall constitute one and the   same agreement.                                          19   ActiveUS 181591633v.8   Error! Unknown document property name.                                         





 






                                                                                               (g)   Headings. The headings in this Agreement are for convenience of   reference only, are not a part of this Agreement and shall not limit or otherwise affect the   meaning hereof.                (h)   Governing Law. This Agreement, and any claim, controversy or dispute   arising under or related to this Agreement, shall be governed by and construed in accordance   with the laws of the State of New York.               (i)   Entire Agreement; Severability. This Agreement contains the entire   agreement between the parties relating to the subject matter hereof and supersedes all oral   statements and prior writings with respect thereto. If any term, provision, covenant or restriction   contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or   unenforceable or against public policy, the remainder of the terms, provisions, covenants and   restrictions contained herein shall remain in full force and effect and shall in no way be affected,   impaired or invalidated. The Company, the Guarantors and the Dealer Managers shall endeavor  in good faith negotiations to replace the invalid, void or unenforceable provisions with valid  provisions the economic effect of which comes as close as possible to that of the invalid, void or  unenforceable provisions.                                           20   ActiveUS 181591633v.8   Error! Unknown document property name.                                         





 






                                                                                       IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first  written above.                                       DISCOVERY COMMUNICATIONS, LLC                                        By _/s/ Fraser Woodford___                                          Name: Fraser Woodford                                      Title:  Executive Vice President, Treasury and                                             Corporate Finance                                       DISCOVERY, INC.                                        By _/s/ Fraser Woodford___                                          Name: Fraser Woodford                                      Title:  Executive Vice President, Treasury and                                             Corporate Finance                                       SCRIPPS NETWORKS INTERACTIVE, INC.                                        By _/s/ Fraser Woodford___                                          Name: Fraser Woodford                                      Title:  Executive Vice President, Treasury and                                             Corporate Finance              [Signature Page to Registration Rights Agreement - Company and Guarantors]   





 






                                                                                         Confirmed and accepted as of the date first above written:     DEUTSCHE BANK SECURITIES INC.             RBC CAPITAL MARKETS, LLC    By /s/ Ritu Ketkar                        By /s/ Scott Primrose            Name:  Ritu Ketkar                        Name:  Scott Primrose  Title: Managing Director                  Title: Authorized Signatory    By /s/ Ryan E. Montgomery                    Name:  Ryan E. Montgomery    Title: Managing Director    BARCLAYS CAPITAL INC.                     BNP PARIBAS SECURITIES CORP.    By /s/ E. Pete Contrucci III              By /s/ Amir Nouri                Name:  E. Pete Contrucci III             Name: Amir Nouri  Title: Managing Director                  Title: Managing Director    J.P. MORGAN SECURITIES LLC                MIZUHO SECURITIES USA LLC    By /s/ Som Bhattacharyya                  By /s/ Michael L. Saron          Name:  Som Bhattacharyya                  Name: Michael L. Saron  Title: Executive Director                 Title: Managing Director        As Dealer Managers                                                                                                                                                                                                                        [Signature Page to Registration Rights Agreement – Dealer Managers]    





 






                                                                                                                                                       Annex A                       Counterpart to Registration Rights Agreement         The undersigned hereby absolutely, unconditionally and irrevocably agrees as a   Guarantor (as defined in the Registration Rights Agreement, dated September 21, 2020 by and   among Discovery Communications, LLC, Discovery, Inc., Scripps Networks Interactive, Inc.   and Deutsche Bank Securities Inc. and RBC Capital Markets, LLC to be bound by the terms and   provisions of such Registration Rights Agreement.         IN WITNESS WHEREOF, the undersigned has executed this counterpart as of   _______________, 202_.                                        [GUARANTOR]                                        By___________________________                                       Name:                                       Title:      ActiveUS 181591633v.8  Error! Unknown document property name.