EX-4.1






AMENDMENT NO. 1

TO

RIGHTS AGREEMENT




AMENDMENT NO. 1 to RIGHTS AGREEMENT (this “Amendment”) between Discovery Communications, Inc.,
a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a national banking
association, as Rights Agent (the “Rights Agent”) is effective this 10th day of December, 2008.



W I T N E S S E T H:




WHEREAS, on or about September 17, 2008, the Company and the Rights Agent entered into that
one certain Rights Agreement (the “Rights Agreement”);



WHEREAS, the Board of Directors deems it advisable and in the best interests of the Company
and its stockholders to amend certain provisions of the Rights Agreement;



WHEREAS, no Person (as defined in the Rights Agreement) has become an Acquiring Person; and



WHEREAS, the Company desires to amend the Rights Agreement pursuant to Section 27 thereof as
set forth below.



NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and of the mutual
agreements set forth herein and in the Rights Agreement, and other good, sufficient and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and do hereby agree as
follows:



Section 1. Amendments. The Rights Agreement is amended as follows:



(a) Section 1(a) is deleted in its entirety and replaced with the following:



"'Acquiring Person’ shall mean any Person (as such term
is hereinafter defined) who or which shall be the Beneficial Owner
(as such term is hereinafter defined) of 10% or more of the number
of shares of Common Stock then outstanding (or if such Person is a
Passive Investor (as such term is hereinafter defined), 20% or more
of the number of shares of Common Stock then outstanding), but shall
not include an Exempt Person, but only so long as such Person
continues to be an Exempt Person; provided, however,
that if such Exempt Person fails to meet the requirements set forth
herein as an Exempt Person, then such Person shall, to the extent
such Person Beneficially Owns 10% or more of the shares of Common
Stock at the time outstanding, be deemed to be an Acquiring Person
for purposes of this Agreement, unless such Person ceased to be an
Exempt Person as a result of a Transfer (as such term is defined in
the Certificate of Incorporation) of all of the shares of Series A
Convertible Preferred Stock (and Series A Conversion Shares)
Beneficially Owned by such Person, in which case such Person shall
not be deemed to be or to have become an “Acquiring Person” for any
purposes of this Agreement unless and until such Person shall,
following such Transfer, become the Beneficial Owner of any
additional shares of Common Stock (other than pursuant to a dividend
or distribution paid or made by the Company on the outstanding
Common Stock or pursuant to a split or subdivision of the
outstanding Common Stock) unless upon becoming the Beneficial Owner
of such additional shares of Common Stock such Person does not
Beneficially Own 10% or more of the number of shares of Common Stock
then outstanding (or if such Person is a Passive Investor, 20% or
more of the number of shares of Common Stock then outstanding);
provided, however, that (i) if the Board of
Directors of the Company determines in good faith that a Person who
would otherwise be an “Acquiring Person” became the Beneficial Owner
of a number of shares of Common Stock such that the Person would
otherwise qualify as an “Acquiring Person” inadvertently (including,
without limitation, because (A) such Person was unaware that it
Beneficially Owned a percentage of Common Stock that would otherwise
cause such Person to be an “Acquiring Person” or (B) although such
Person was aware of the extent of its Beneficial Ownership of Common
Stock, such Person had no actual knowledge of the consequences of
such Beneficial Ownership under this Agreement) and without any
intention of changing or influencing control of the Company, then
such Person shall not be deemed to be or to have become an
“Acquiring Person” for any purposes of this Agreement unless and
until such Person shall have failed to divest itself, as soon as
practicable (as determined, in good faith, by the Board of Directors
of the Company), of Beneficial Ownership of a sufficient number
ofshares of Common Stock so that such Person would no longer
otherwise Beneficially Own 10% or more of the number of shares of
Common Stock then outstanding (or if such Person is a Passive
Investor, 20% or more of the number of shares of Common Stock then
outstanding) and/or take such other actions as the Board of
Directors of the Company may require; (ii) if, as of the
effectiveness of the Merger, any Person is the Beneficial Owner of
10% or more of the number ofshares of Common Stock outstanding, such
Person shall not be deemed to be or to become an “Acquiring Person”
unless and until such time as such Person shall, after the
effectiveness of the Merger, become the Beneficial Owner of any
additional shares of Common Stock (other than pursuant to a dividend
or distribution paid or made by the Company on the outstanding
Common Stock or pursuant to a split or subdivision of the
outstanding Common Stock), unless, upon becoming the Beneficial
Owner of such additional shares of Common Stock, such Person is not
then the Beneficial Owner of 10% or more of the number of shares of
Common Stock then outstanding; and (iii) no Person shall become an
“Acquiring Person” as the result of an acquisition of shares of
Common Stock by the Company which, by reducing the number of shares
outstanding, increases the proportionate number ofshares of Common
Stock Beneficially Owned by such Person to 10% or more of the number
ofshares of Common Stock then outstanding (or if such Person is a
Passive Investor, 20% or more of the number of shares of Common
Stock then outstanding), provided, however, that if
a Person shall become the Beneficial Owner of 10% or more of the
number of shares of Common Stock then outstanding (or if such Person
is a Passive Investor, 20% or more of the number of shares of Common
Stock then outstanding) by reason of such share acquisitions by the
Company and shall thereafter become the Beneficial Owner of any
additional shares of Common Stock (other than pursuant to a dividend
or distribution paid or made by the Company on the outstanding
Common Stock or pursuant to a split or subdivision of the
outstanding Common Stock), then such Person shall be deemed to be an
“Acquiring Person” unless upon becoming the Beneficial Owner of such
additional shares of Common Stock such Person does not Beneficially
Own 10% or more of the number of shares of Common Stock then
outstanding (or if such Person is a Passive Investor, 20% or more of
the number of shares of Common Stock then outstanding). For all
purposes of this Agreement, any calculation of the number of shares
of Common Stock outstanding at any particular time, including for
purposes of determining the particular percentage of such
outstanding shares of Common Stock of which any Person is the
Beneficial Owner, shall be made in accordance with the last sentence
of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended (the “Exchange
Act “), as in effect on the date hereof. Notwithstanding the
foregoing, in the event that a Passive Investor no longer satisfies
the requirements set forth in the definition of “Passive Investor”
set forth below and the Board of Directors of the Company determines
in good faith that such Person failed to satisfy the requirements of
the “Passive Investor” definition inadvertently (including, without
limitation, because such Person had no actual knowledge that his,
her or its actions would lead to a loss of “Passive Investor”
status) and, in any event, such loss of “Passive Investor” status
was not by reason of failing to satisfy the requirements of clause
(ii) of such definition, then such Person will not be deemed to be
or to have become an “Acquiring Person” for any purposes of this
Agreement unless and until such Person shall have failed to divest
itself, as soon as practicable (as determined, in good faith, by the
Board of Directors of the Company), of Beneficial Ownership of a
sufficient number of shares of Common Stock so that such Person
would no longer otherwise Beneficially Own 10% or more of the number
of shares of Common Stock then outstanding and/or take such other
actions as the Board of Directors of the Company may require. If
such Person does not divest itself of Beneficial Ownership of a
sufficient number of shares of Common Stock in accordance with the
requirements set forth in the prior sentence and/or take such other
actions as may be required by the Board of Directors of the Company,
then such Person shall be deemed to be an Acquiring Person for
purposes of this Agreement.”



(b) Section 1 is amended to include the following new definition in the appropriate
alphabetical position, with the subsequent definitions being appropriately re-lettered and
cross-references thereto being appropriately revised:



"'Passive Investor’ shall mean a Person who (a) has a Schedule
13G on file with the Securities and Exchange Commission pursuant to
the requirements of Rule 13d-1 under the Exchange Act with respect
to its holdings of shares of Common Stock (“Schedule 13G”), so long
as (i) such Person is principally engaged in the business of
managing investment funds for unaffiliated securities investors and,
as part of such Person’s duties as agent for fully managed accounts,
holds or exercises voting or dispositive power over shares of Common
Stock, (ii) such Person acquires Beneficial Ownership of shares of
Common Stock pursuant to trading activities undertaken in the
ordinary course of such Person’s business and not with the purpose
nor the effect, either alone or in concert with any Person, of
exercising the power to direct or cause the direction of the
management and policies of the Company or of otherwise changing or
influencing the control of the Company, nor in connection with or as
a participant in any transaction having such purpose or effect,
including any transaction subject to Rule 13d-3(b) of the Exchange
Act, (iii) if such Person is a Person included in Rule
13d-1(b)(1)(ii) of the Exchange Act, such Person is not obligated
to, and does not, file a Schedule 13D with respect to the securities
of the Company, (iv) such Person does not Beneficially Own 5% or
more of the number of shares of Series B Common Stock then
outstanding, and (v) such Person does not Beneficially Own a number
of shares of Series A Common Stock representing 10% or more of the
number of shares of Common Stock then outstanding (treating, for
purposes of this clause (v), any shares of Series B Common Stock
that such Person Beneficially Owns as having been converted
intoshares of Series A Common Stock), and (b) is deemed to be a
Passive Investor by the Board of Directors of the Company, in their
sole discretion, as promptly as the Board of Directors of the
Company deems appropriate, whether before or after such Person
becomes the Beneficial Owner of 10% or more of the number of shares
of Common Stock then outstanding.”



(c) Section 3(a) is deleted in its entirety and replaced with the following:



“Until the Close of Business on the earlier of (i) the tenth
day after the Stock Acquisition Date or (ii) the tenth Business Day
(or such later date as may be determined by action of the Board of
Directors of the Company prior to such time as any Person becomes an
Acquiring Person) after the date of the commencement by any Person
(other than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or of any Subsidiary of the Company, or
any Person or entity organized, appointed or established by the
Company for or pursuant to the terms of any such plan) of, or of the
first public announcement of the intention of such Person to
commence, a tender or exchange offer the consummation of which would
result in any Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or of any
Subsidiary of the Company, or any Person or entity organized,
appointed or established by the Company for or pursuant to the terms
of any such plan) becoming an Acquiring Person (the earlier of such
dates being herein referred to as the “Distribution Date”),
(x) the Rights will be evidenced (subject to the provisions of
Section 3(b) hereof) by the certificates for Common Stock or
Convertible Preferred Stock, or, in the case of
uncertificatedshares, the balances indicated in the book-entry
account system of the transfer agent for the Common Stock or
Convertible Preferred Stock, registered in the names of the holders
thereof and not by separate Right Certificates, and (y) the Rights
will be transferable only in connection with the transfer of Common
Stock or Convertible Preferred Stock. As soon as practicable after
the Distribution Date, the Company will prepare and execute, the
Rights Agent will countersign and the Company will send or cause to
be sent (and the Rights Agent will, if requested, send) by
first-class, insured, postage-prepaid mail, (A) to each record
holder of Series A Common Stock or Series A Convertible Preferred
Stock as of the close of business on the Distribution Date (other
than any Acquiring Person or any Associate or Affiliate of an
Acquiring Person), at the address of such holder shown on the
records of the Company, a Series A Right Certificate, in
substantially the form of Exhibit D hereto (a “Series A Right
Certificate”), evidencing one Series A Right (subject to
adjustment as provided herein) for each share of Series A Common
Stock or Series A Convertible Preferred Stock so held; (B) to each
record holder of Series B Common Stock as of the close of business
on the Distribution Date (other than any Acquiring Person or any
Associate or Affiliate of an Acquiring Person), at the address of
such holder shown on the records of the Company, a Series B Right
Certificate, in substantially the form of Exhibit E hereto (a
“Series B Right Certificate”), evidencing one Series B Right
(subject to adjustment as provided herein) for each share of Series
B Common Stock so held; and (C) to each record holder of Series C
Common Stock or Series C Convertible Preferred Stock as of the close
of business on the Distribution Date (other than any Acquiring
Person or any Associate or Affiliate of an Acquiring Person), at the
address of such holder shown on the records of the Company, a Series
C Right Certificate, in substantially the form of Exhibit F hereto
(a “Series C Right Certificate,” and collectively with the
Series A Right Certificates and the Series B Rights Certificates or
severally, as the context shall require, the “Rights
Certificates”), evidencing one Series C Right (subject to
adjustment as provided herein) for each share of Series C Common
Stock or Series C Convertible Preferred Stock so held. From and
after the Distribution Date, the Rights will be evidenced solely by
Right Certificates.”



(d) The second paragraph of the Summary of Rights to Purchase Shares of Preferred Stock of the
Company, attached as Exhibit G to the Rights Agreement is deleted in its entirety and replaced with
the following:



“Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated
persons has become an “Acquiring Person” (as described below) or
(ii) 10 business days (or such later date as may be determined by
action of the Board of Directors of the Company prior to such time
as any person or group of affiliated or associated persons becomes
an Acquiring Person) following the commencement of, or announcement
of an intention to make, a tender offer or exchange offer the
consummation of which would result in a person or group of
affiliated or associated persons becoming an Acquiring Person (the
earlier of such dates being called the “Distribution Date”),
the Rights will be evidenced, with respect to any of the Common
Stock certificates or Convertible Preferred Stock certificates
outstanding as of the Record Date, by such Common Stock certificate
or Convertible Preferred Stock certificate together with this
Summary of Rights, or in the case of uncertificated shares, the
balances indicated in the book-entry account system of the transfer
agent for the Common Stock or the Convertible Preferred Stock.
Except in certain situations, a person or group of affiliated or
associated persons becomes an “Acquiring Person” upon acquiring
beneficial ownership of 10% or more of the outstanding shares of
Common Stock. Notwithstanding the foregoing, generally, where a
person or group of affiliated or associated persons has a Schedule
13G on file with the Securities and Exchange Commission pursuant to
the requirements of Rule 13d-1 under the Exchange Act, and only for
so long as such person or group of affiliated or associated persons
continues to report on Schedule 13G, does not acquire beneficial
ownership of shares of Series A Common Stock representing 10% or
more of the outstanding shares of Common Stock (for purposes of
calculating the shares of Series A Common Stock beneficially owned
by a person, treating any shares of Series B Common Stock
beneficially owned as having been converted into shares of Series A
Common Stock) and does not acquire beneficial ownership of 5% or
more of the outstanding shares of Series B Common Stock, such person
or group of affiliated or associated persons becomes an Acquiring
Person upon acquiring beneficial ownership of 20% or more of the
outstanding shares of Common Stock.”



Section 2. Effect of this Amendment. It is the intent of the parties that this
Amendment constitutes an amendment of the Rights Agreement as contemplated by Section 27 thereof.
This Amendment shall be deemed effective as of the date hereof as if executed by both parties
hereto on such date. Except as expressly provided in this Amendment, the terms of the Rights
Agreement remain in full force and effect.



Section 3. Counterparts. This Amendment may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute one and the same instrument.



Section 4. Governing Law. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts to be made and performed entirely
within such state.



Section 5. Severability. If any term, provision, covenant or restriction of this
Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment
shall remain in full force and effect and shall in no way be affected, impaired or invalidated.



Section 6. Descriptive Headings. The captions herein are included for convenience of
reference only, do not constitute a part of this Amendment and shall be ignored in the construction
and interpretation hereof.



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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	DISCOVERY COMMUNICATIONS, INC.
	 	 	 	 	 	 	By:	 	/s/ Joseph A. LaSala, Jr.
	
 
	 	 	 	 	 	 	 	 	 	Name: Joseph A. LaSala, Jr.
	
 
	 	 	 	 	 	 	 	 	 	Title: Senior EVP,

Secretary and General

Counsel
	Attest:
	 	 	 	 	 	 	 	 
	By:

	 	 	 	/s/ Stephanie D. Marks
	 	

	 	

	 	

	 	 	Name: Stephanie D. Marks	 	 	 	 	 	 
	 	 	Title: Vice President, Legal	 	 	 	 	 	 
	 	 	 	 	 	 	COMPUTERSHARE TRUST COMPANY, N.A., AS RIGHTS AGENT
	 	 	 	 	 	 	By:	 	/s/ Dennis V. Moccia
	 	 	 	 	 	 	 	 	Name: Dennis V. Moccia
	 	 	 	 	 	 	 	 	Title: Manager, Contract Administration
	By:

	 	 	 	/s/ James Walsh
	 	

	 	

	 	

	 	 	Name: James Walsh	 	 	 	 	 	 
	 	 	Title: Relationship Manager	 	 	 	 	 	 







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