exv4w16






Exhibit 4.16




AMENDMENT NO. 3




     This AMENDMENT NO. 3, dated as of April 6, 2007 (this “Agreement”), among (a)
DISCOVERY COMMUNICATIONS, INC., a Delaware close corporation (the “Borrower”), (b) the
Lenders (such capitalized term and all other capitalized terms not otherwise defined herein to have
the meanings provided in the recitals and in Article I below) who are signatories
to this Agreement, and (c) BANK OF AMERICA, N.A., as administrative agent (in such capacity, the
“Administrative Agent”) for the Lenders.



WITNESSETH:




     WHEREAS, the Borrower, the lenders from time to time party thereto (collectively, the
“Lenders”), the Administrative Agent and the other Initial Agents have entered into a
Credit Agreement dated as of June 15, 2004, as amended by Amendment No. 1 dated as of October 31,
2005, and Amendment No. 2 dated as of February 23, 2006 (as so amended, the “Credit
Agreement”);



     WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement to permit
certain Restricted Payments and Dispositions as hereinafter set forth; and



     WHEREAS, the Lenders signatory to this Agreement are, on the terms and conditions stated
below, willing to grant the request of the Borrower;



     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each party to this Agreement agrees as follows:



ARTICLE I

DEFINITIONS




     1.01 Definitions. The following terms (whether or not underscored) when used in this
Agreement, including its preamble and recitals, shall have the following meanings (such definitions
to be equally applicable to the singular and plural forms thereof):



     “Agreement Effective Date” means the date on which the conditions precedent to the
effectiveness of this Agreement as specified in Article III herein have been satisfied.



     “Initial Agents” means, collectively, the agents party to the Credit Agreement on the
Closing Date: (a) Bank of America, N.A., as Administrative Agent, (b) Banc of America Securities
LLC, Wachovia Capital Markets, LLC, and TD Securities (USA) Inc., as Joint Lead Arrangers and Joint
Book Managers, (c) Wachovia Bank, National Association, as Syndication Agent, and (d) Toronto
Dominion (Texas), Inc., Citibank, N.A., RBC Capital Markets, The Bank of Nova Scotia, and The Royal
Bank of Scotland plc, as Documentation Agents.



     1.02 Other Definitions. Unless otherwise defined herein or the context otherwise requires,
terms used in this Agreement, including its preamble and recitals, have the meanings provided in
the Credit Agreement.



     1.03 Other Interpretive Provisions. The rules of construction in Sections 1.02 to 1.08 of the
Credit Agreement shall be equally applicable to this Agreement.



Amendment No. 3




 









 





ARTICLE II

AMENDMENTS




     The Credit Agreement is hereby amended as follows:



     2.01 Defined Terms. Effective as of the Agreement Effective Date, Section 1.01 of the Credit
Agreement is amended by adding the following new definitions to Section 1.01 of the Credit
Agreement in the appropriate alphabetical order:




     “Amendment No. 3” means that certain Amendment No. 3 dated as of April 6, 2007,
among the Borrower, the Lenders party thereto and the Administrative Agent.




     “Antenna Audio” means Antenna Audio Inc., a Delaware corporation, Antenna Audio
Limited, a corporation formed under the laws of England and Wales, and their respective
subsidiaries.




     “Discovery Commerce” means The Discovery Channel Store, Inc., a Virginia
corporation, and The Nature Company Aviation Partners, a Colorado general partnership.




     “Discovery Commerce Designation” means the designation by the Borrower of
Discovery Commerce as an Unrestricted Subsidiary pursuant to the certificate of a
Responsible Officer of the Borrower dated March 26, 2007, delivered to the Administrative
Agent in accordance with Sections 6.02(f) and 7.11.




     “Excluded Split-Off” means, collectively, (a) the contribution by the Borrower
and its Restricted Subsidiaries to SplitCo of all outstanding Equity Interests in and/or
assets comprising each of Travel Channel and Antenna Audio, and (b) the distribution by the
Borrower to Holdco of all outstanding Equity Interests in SplitCo, in each case, pursuant to
that certain letter of intent dated March 28, 2007, among the Borrower and the Significant
Shareholders.




     “Holdco” means the Delaware limited liability company to be organized by the
Significant Shareholders in connection with the Excluded Split-Off transaction.




     “SplitCo” means the Delaware corporation or limited liability company to be
organized by the Borrower in order to consummate the Excluded Split-Off.




     “Third Agreement Effective Date” means the Agreement Effective Date (as such
term is defined in Amendment No. 3).”




     “Travel Channel” means the assets and business known collectively as the Travel
Channel and travelchannel.com, including without limitation, the Equity Interests of The
Travel Channel LLC, a Delaware limited liability company, and Discovery Ventures, LLC, a
Delaware limited liability company.



     2.02 Fundamental Changes. Effective as of the Agreement Effective Date, Section 7.04(a) of
the Credit Agreement is amended by inserting “(i)” between the words “may” and “merge” and
inserting the following immediately before “(b)”: “(ii) become a limited liability company, either
by (A) merging with and into a Delaware limited liability company or (B) by the process of
conversion under Delaware law; provided, however, that the surviving or resulting
limited liability company shall expressly



Amendment No. 3




2









 




assume or ratify, as the case may be, the due and punctual performance of all obligations of
the Borrower under this Agreement and the other Loan Documents and shall deliver to the
Administrative Agent an opinion of nationally recognized counsel addressed to the Administrative
Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent,
to the effect that (1) such written assumption or ratification, as the case may be, has been duly
authorized, executed and delivered by such surviving or resulting limited liability company and
constitutes legal, valid and binding obligations, enforceable against it in accordance with its
terms and (2) in the case of any such conversion, the converting corporation is not required to
wind up its affairs or pay its liabilities and distribute its assets, such conversion shall not
constitute a dissolution of such corporation, and for all purposes of Delaware law, the resulting
limited liability company shall be deemed to be the same entity as such corporation; and”.




     2.03 Dispositions. Effective as of the Agreement Effective Date, Section 7.05 of the Credit
Agreement is amended by:




     (a) restating clause (d) of such Section in its entirety as follows:




     “(d) Dispositions of property by the Borrower or any Restricted
Subsidiary to the Borrower or to a Restricted Subsidiary which is
wholly-owned by the Borrower and/or its other Restricted Subsidiaries.”;
and




     (b) restating clauses (f) and (g) of such Section in their entirety
and inserting a new clause (h), as follows:




     “(f) Dispositions by the Borrower and its Restricted Subsidiaries not
otherwise permitted under this Section 7.05 (including, without
limitation, (A) Dispositions to a Restricted Subsidiary which is not
wholly-owned by the Borrower and its Restricted Subsidiaries and
Dispositions in the form of Investments in such Restricted Subsidiaries and
other Investments in Persons (other than a Restricted Subsidiary) otherwise
permitted by Section 7.02, (B) Dispositions pursuant to Section
7.04(b)(iii), (C) non-cash Restricted Payments permitted by clause
(c) of Section 7.06 and (D) any Designation of a Restricted
Subsidiary as an Unrestricted Subsidiary otherwise permitted by Section
7.11); provided that (i) at the time of such Disposition, no
Default shall exist or would result from such Disposition and (ii) the
aggregate book value of all property Disposed of (or deemed Disposed of) in
reliance on this clause (f), clause (b)(iii) of Section
7.04, clause (a)(ii) of Section 7.06 and clause
(c) of Section 7.06 in any period of four consecutive fiscal
quarters (ending with the quarter in which such Disposition occurs) shall
not exceed 15% of Consolidated Total Assets as of the last day of the most
recently ended fiscal quarter prior to such Disposition; provided,
further, that, for purposes of such calculation, if any such
transferee is a Restricted Subsidiary, and the percentage of the aggregate
outstanding Equity Interests of such Restricted Subsidiary owned by the
Borrower and its Restricted Subsidiaries is less than the percentage of the
outstanding Equity Interests in the transferor Restricted Subsidiary owned
by the Borrower and its Restricted Subsidiaries, then such Disposition shall
be deemed to be a Disposition of only that percentage of assets so Disposed
of which is equal to the difference between (A) the percentage of
outstanding Equity Interests of the transferor Restricted Subsidiary owned
by the Borrower and its



Amendment No. 3




3









 









Restricted Subsidiaries immediately
before such Disposition and (B) the percentage of the outstanding
Equity Interests of the transferee Restricted Subsidiary owned by the
Borrower and its Restricted Subsidiaries immediately after giving effect to
such Disposition;




     (g) Restricted Payments paid in cash permitted under Section
7.06(c); and




     (h) The Discovery Commerce Designation and the Excluded Split-Off.”



     2.04 Restricted Payments. Effective as of the Agreement Effective Date, Section 7.06 of the
Credit Agreement is amended (a) by adding the phrase “and any non-cash Restricted Payments pursuant
to Section 7.06(c)” immediately following the reference to “Section 7.05(f)” in
subsection (a) of such Section, and (b) restating clause (c) of such Section in its entirety, as
follows:




     “(c) the Borrower may declare or pay dividends (whether in cash, securities or
other property) to its stockholders and purchase, redeem or otherwise acquire Equity
Interests issued by it (for cash, securities or other property) so long as (i) no
Default under Section 8.01(a), (f) or (g) or Event of
Default shall have occurred and be continuing at the time of any such action and
no Default would result therefrom, and (ii) if such dividend, purchase, redemption
or other acquisition is not paid in cash by the Borrower, such Disposition is
otherwise permitted by Section 7.05(f) or (in the case of the Excluded
Split-Off) Section 7.05(h).”



ARTICLE III

CONDITIONS PRECEDENT




     3.01 Conditions of Effectiveness. This Agreement is subject to the provisions of Section
10.01 of the Credit Agreement, and shall become effective when, and only when, each of the
following conditions shall have been satisfied:




     (a) Deliveries. The Administrative Agent shall have received all of the
following documents (in sufficient copies for each Lender), each such document (unless
otherwise specified) dated the date of receipt thereof by the Administrative Agent and each
in form and substance satisfactory to the Administrative Agent:




     (i) counterparts of this Agreement executed by (A) the Borrower, and (B) the
Required Lenders, or, as to any such Lender, advice satisfactory to the
Administrative Agent that such Lender has executed this Agreement; and




     (ii) a Certificate executed by a Responsible Officer of the Borrower, dated
the Agreement Effective Date, (A) attaching certified resolutions of the Borrower
duly authorizing the execution and delivery by the Borrower of this Agreement and
the performance by the Borrower of the obligations of the Borrower under this
Agreement and under the Credit Agreement as amended by this Agreement and (B)
confirming the matters provided in subsection (b) below, and as to such
other matters as the Administrative Agent may reasonably request.



Amendment No. 3




4









 






     (b) Representations and Warranties. The representations and warranties of the
Borrower contained in Article IV hereof shall be true and correct in all material
respects.



ARTICLE IV

REPRESENTATIONS AND WARRANTIES




     In order to induce the Lenders to enter into this Agreement, the Borrower, hereby represents
and warrants that on and as of the Agreement Effective Date after giving effect to this Agreement:



     4.01 Due Authorization; No Conflict. The execution and delivery by the Borrower of this
Agreement and the performance by the Borrower of this Agreement and the Credit Agreement, as
amended by this Agreement, have been duly authorized by all necessary corporate or other
organizational action of the Borrower, and do not and will not: (a) contravene the terms of the
Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of,
or the creation of any Lien under, or require any payment to be made under (i) any Contractual
Obligation to which the Borrower or any Restricted Subsidiary is a party (including, without
limitation, any Note Purchase Agreement) or affecting the Borrower or properties of the Borrower or
any of its Restricted Subsidiaries or (ii) any order, injunction, writ or decree of any
Governmental Authority or any arbitral award to which the Borrower or its property is subject; or
(c) violate any Law to which the Borrower or its property is subject.



     4.02 Enforceability. Each of this Agreement and the Credit Agreement, as amended by this
Agreement, constitute a legal, valid and binding obligation of the Borrower, enforceable against
the Borrower in accordance with its terms, except as enforceability may be limited by applicable
Debtor Relief Laws and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law).



     4.03 Credit Agreement Representations. The representations and warranties of the Borrower
contained in the Credit Agreement are true and correct in all material respects except to the
extent that such representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct in all material respects as of such earlier date.



     4.04 No Default. No Default or Event of Default exists.



ARTICLE V

MISCELLANEOUS




     5.01 Loan Document. This Agreement is a Loan Document executed pursuant to the Credit
Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and
applied in accordance with the terms and provisions thereof.



     5.02 Effect of Agreement. (a) The Credit Agreement, as specifically amended by this
Agreement, is and shall continue to be in full force and effect and is hereby in all respects
ratified and confirmed.




     (b) The execution, delivery and effectiveness of this Agreement shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of any Lender
or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any
provision of any of the Loan Documents.



Amendment No. 3




5









 





     5.03 Costs and Expenses. The Borrower agrees to pay all reasonable costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery of this Agreement
and the other instruments and documents to be delivered hereunder (including, without limitation,
the reasonable fees and expenses of McGuireWoods LLP, as special counsel for the Administrative
Agent) in accordance with the terms of Section 10.04(a) of the Credit Agreement, in each case,
promptly after receipt of an invoice for any such amount.



     5.04 Section Captions. Section captions used in this Agreement are for convenience of
reference only, and shall not affect the construction of this Agreement.



     5.05 Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same instrument.
Delivery of an executed counterpart of this Agreement by telecopier or by other electronic means
shall be effective as manual delivery of an executed counterpart hereof.



     5.06 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.



[Signature Pages Follow]




Amendment No. 3




6









 





     
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 
	 	DISCOVERY COMMUNICATIONS, INC.

 	 
	 	By  	/s/ J. Michael Suffredini
 	 
	 	 	Name:  	J. Michael Suffredini 	 
	 	 	Title: 	Senior Vice President

And Treasurer 	 
	 



Signature Page

Amendment No. 3





 









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as
 Administrative Agent, as L/C Issuer and as a Lender

 	 
	 	By  	/s/ Kevin J. Sanders
 	 
	 	 	Name: Kevin J. Sanders 	 
	 	 	Title: Vice President 	 
	 



Signature Page

Amendment No. 3




 









 








	 	 	 	 	 
	 	AUSTRALIA AND NEW ZEALAND
 BANKING GROUP LIMITED

 	 
	 	By  	/s/ John W. Wade
 	 
	 	 	Name: John W. Wade 	 
	 	 	Title: Director 	 
	 



Signature Page

Amendment No. 3





 









 








	 	 	 	 	 
	 	BANK OF HAWAII

 	 
	 	By  	/s/
Luke Yeh
 	 
	 	 	Name: Luke Yeh 	 
	 	 	Title: Senior Vice President 	 
	 



Signature Page

Amendment No. 3





 









 








	 	 	 	 	 
	 	THE BANK OF NEW YORK

 	 
	 	By  	/s/
Thomas  J. McCormack
 	 
	 	 	Name: Thomas  J. McCormack 	 
	 	 	Title: Vice President 	 
	 



Signature Page

Amendment No. 3





 









 








	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA	 
	 	
 	 
	 	By  	/s/ Brenda S. Insull
 	 
	 	 	Name: Brenda S. Insull 	 
	 	 	Title: Authorized Signatory 	 
	 



Signature Page

Amendment No. 3





 









 











	 	 	 	 	 
	 	BARCLAYS BANK PLC

 	 
	 	By  	/s/ Douglas Bernegger
 	 
	 	 	Name: Douglas Bernegger  	 
	 	 	Title: Director 	 
	 



Signature Page

Amendment No. 3





 









 








	 	 	 	 	 
	 	BNP PARIBAS,

As a Lender

 	 
	 	By:  	/s/ Gregg Bonardi
 	 
	 	 	Name: Gregg Bonardi 	 
	 	 	Title: Director 	 
	 
	 	 	 
	 	By:  	                         /s/ Ola Anderssen
 	 
	 	 	Name: Ola Anderssen 	 
	 	 	Title: Director 		 
	 



[Credit Agreement]





 









 






	 	 	 	 	 
	 	CALYON, NEW YORK BRANCH

 	 
	 	By  	/s/ Tanya  Crossley
 	 
	 	 	Name: Tanya  Crossley  	 
	 	 	Title: Managing Director 	 
	 
	 	 	 
	 	By  	/s/ John McCloskey
 	 
	 	 	Name: John McCloskey  	 
	 	 	Title: Managing Director 	 
	 



Signature Page

Amendment No. 3





 









 








	 	 	 	 	 
	 	CITIBANK, N.A.

 	 
	 	By  	/s/  Eric Davis
 	 
	 	 	Name: Eric Davis 	 
	 	 	Title: Vice President 	 
	 



Signature Page

Amendment No. 3





 









 








	 	 	 	 	 
	 	FORTIS CAPITAL CORP.

 	 
	 	By  	/s/ Barbara  E. Nash
 	 
	 	 	Name: Barbara  E. Nash	 
	 	 	Title: Managing Director & Group 	 
	 
	 	 	 
	 	By  	/s/ Rachel Lanava
 	 
	 	 	Name: Rachel Lanava  	 
	 	 	Title: Vice President 	 
	 



Signature Page

Amendment No. 3





 












 





	 	 	 	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION	 
	 	 	 
	 	By  	/s/ Rucelle Dizon
 	 
	 	 	Name: 	Rucelle Dizon 	 
	 	 	Title:	Vice President 	 
	 



Signature
Page
Amendment No. 3




 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.	 
	 	
 	 
	 	By  	/s/ Sharon Bazbaz
 	 
	 	 	Name: 	Sharon Bazbaz  	 
	 	 	Title:  	Vice President 	 
	 



Signature
Page
Amendment No. 3




 









 








	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION	 
	 	
 	 
	 	By  	/s/ David A. Wild
 	 
	 	 	Name: 	David A. Wild 	 
	 	 	Title:	Vice President 	 
	 



Signature
Page
Amendment No. 3




 









 








	 	 	 	 	 
	 	METROPOLITAN LIFE INSURANCE COMPANY

 	 
	 	By  	/s/ Erik V. Savi
 	 
	 	 	Name: 	Erik V. Savi 	 
	 	 	Title:	Director 	 
	 



Signature
Page
Amendment No. 3




 









 








	 	 	 	 	 
	 	MIZUHO CORPORATE BANK, LTD.	 
	 	 	 
	 	By  	/s/ Raymond Ventura
 	 
	 	 	Name: 	Raymond Ventura 	 
	 	 	Title:	Deputy General Manager 	 
	 



Signature
Page
Amendment No. 3




 









 








	 	 	 	 	 
	 	ROYAL BANK OF CANADA	 
	 
	 	By  	/s/ Ken Klassen
 	 
	 	 	Name: 	Ken Klassen 	 
	 	 	Title:	Authorized Signatory 	 
	 



Signature
Page
Amendment No. 3




 









 








	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC	 
	 	 	 
	 	By  	/s/ Andrew Wynn
 	 
	 	 	Name: 	Andrew Wynn 	 
	 	 	Title:	Managing Director 	 
	 



Signature
Page
Amendment No. 3




 









 








	 	 	 	 	 
	 	SCOTIABANC INC.	 
	 	
 	 
	 	By  	/s/ William E. Zarrett
 	 
	 	 	Name: 	William E. Zarrett 	 
	 	 	Title: 	Managing Director 	 
	 



Signature
Page
Amendment No. 3




 









 








	 	 	 	 	 
	 	SUNTRUST BANK

 	 
	 	By  	/s/ Jill White
 	 
	 	 	Name: 	Jill White 	 
	 	 	Title:	Vice President 	 
	 



Signature
Page
Amendment No. 3




 









 








	 	 	 	 	 
	 	TORONTO DOMINION (TEXAS) LLC	 
	 
	 	By  	/s/ Jackie Barrett
 	 
	 	 	Name: 	Jackie Barrett 	 
	 	 	Title: 	Authorized Signatory 	 
	 



Signature
Page
Amendment No. 3




 









 








	 	 	 	 	 
	 	UNION BANK OF CALIFORNIA, N.A.
	 
	 
	 	By  	/s/ Erik Allen
 	 
	 	 	Name: 	Erik Allen 	 
	 	 	Title:	Vice President 	 
	 



Signature
Page
Amendment No. 3




 









 








	 	 	 	 	 
	 	U.S. BANK, N.A.	 
	 	 	 
	 	By  	/s/ Greg Blanchard
 	 
	 	 	Name: 	Greg Blanchard 	 
	 	 	Title:	Vice President 	 
	 



Signature
Page
Amendment No. 3




 









 








	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION
	 
	 
	 	By  	/s/ John D. Brady
 	 
	 	 	Name: 	John D. Brady 	 
	 	 	Title:	Director 	 
	 



Signature
Page
Amendment No. 3




 









 









	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.	 
	 
	 	By  	/s/
Jordan Fragiacomo
	 
	 	 	Name:  	Jordan Fragiacomo	 
	 	 	Title:  	Vice President	 
	 



Signature
Page
Amendment No. 3