exv4w15






Exhibit 4.15




Execution Copy




AMENDMENT NO. 2




     This AMENDMENT NO. 2, dated as of February 23, 2006 (this “Agreement”), among
(a) DISCOVERY COMMUNICATIONS, INC., a Delaware close corporation (the “Borrower”), (b) the
Lenders (such capitalized term and all other capitalized terms not otherwise defined herein to have
the meanings provided in the recitals and in Article I below) who are signatories
to this Agreement, and (c) BANK OF AMERICA, N.A., as administrative agent (in such capacity, the
“Administrative Agent”) for the Lenders.



W I T N E S S E T H:




     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 (as so amended, the “Credit Agreement”);



     WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as hereinafter
set forth to amend the burdensome agreements covenant under Section 7.09 thereof; 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. 2




 









 








ARTICLE II

AMENDMENTS




     The Credit Agreement is hereby amended as follows:



     2.01 Defined Terms. Effective as of the Amendment Effective Date, Section 1.01 of the Credit
Agreement is amended as follows:




     (a) New Definitions. The following new definitions are added to Section 1.01
of the Credit Agreement in the appropriate alphabetical order:




     “Amendment No. 2” means that certain Amendment No. 2 dated as of February 23,
2006, among the Borrower, the Lenders party thereto and the Administrative Agent.




     “Second Amendment Effective Date” shall mean the Agreement Effective Date (as
such term is defined in Amendment No. 2).”




     (b) Existing Definitions. The existing definition of “Note Purchase
Agreement” in Section 1.01 of the Credit Agreement is deleted in its entirety and
replaced as follows:




     “Note Purchase Agreement” means (a) that certain Amended and Restated Note
Purchase Agreement, amended and restated as of November 4, 2005, among the Borrower and the
purchasers signatory thereto, entered into in connection with the issuance of $700,000,000
senior unsecured notes of the Borrower, consisting of $300,000,000 of 7.81% Series A Senior
Unsecured Notes due March 9, 2006, $180,000,000 of 8.06% Series B Senior Unsecured Notes due
March 9, 2008, and $220,000,000 of 8.37% Series C Unsecured Notes due March 9, 2011; (b)
that certain Amended and Restated Note Purchase Agreement, amended and restated as of
November 4, 2005, among the Borrower and the purchasers signatory thereto, entered into in
connection with the issuance of $290,000,000 of senior unsecured notes consisting of
$55,000,000 of 7.45% Series A Senior Unsecured Notes due September 30, 2009 and $235,000,000
of 8.13% Series B Senior Unsecured Notes due September 30, 2012; and (c) that certain Note
Purchase Agreement, dated as of December 1, 2005, among the Borrower and the purchasers
signatory thereto, entered into in connection with the issuance of $480,000,000 of senior
unsecured notes consisting of $390,000,000 of 6.01% Series A Senior Unsecured Notes due
December 1, 2015 and $90,000,000 of Floating Rate Series B Senior Unsecured Notes due
December 1, 2012.”



     2.02 Burdensome Agreements. Effective as of the First Amendment Effective Date, Section 7.09
of the Credit Agreement is deleted and replaced in its entirety as follows:




     “7.09 Burdensome Agreements. Enter into any Contractual Obligation (other than
this Agreement or any other Loan Document) that limits the ability (a) of any
Restricted Subsidiary to make Restricted Payments to the Borrower or any other
Restricted Subsidiary or to otherwise transfer property to the Borrower, (b) of any
Restricted Subsidiary to Guarantee the Obligations of the Borrower or any other
Restricted Subsidiary, or (c) of the Borrower or any Restricted Subsidiary to
create, incur, assume or suffer to exist Liens on property of such Person to secure
the Obligations of such Person; provided, however, that this clause
(c) shall not prohibit any negative pledge incurred or provided in favor of any
holder of Indebtedness permitted under Section 7.03(e), (f), or
(g) solely to the extent any such negative pledge relates to the property



Amendment No. 2




2









 






financed by or the subject of any Lien securing such Indebtedness;
provided, further, that in the case of any Restricted Subsidiary
which is a joint venture between the Borrower and/or any other Restricted
Subsidiary, on the one hand, and any Joint-Venture Partner, on the other hand, where
all the owners of the Equity Interests of such joint venture Restricted Subsidiary
have entered, or may in the future enter, into a Contractual Obligation with such
Restricted Subsidiary limiting the ability of such Restricted Subsidiary (i) to make
Restricted Payments to, (ii) Guaranty the Indebtedness of, or (iii) to grant any
Lien on the property of such Restricted Subsidiary for the benefit of, in each case,
any owner of the Equity Interests in such joint venture Restricted Subsidiary, this
Section 7.09 shall not prohibit any such Contractual Obligation; and
provided, further, that neither the Borrower nor any Restricted
Subsidiary shall waive their rights to the benefits of any such Contractual
Obligation as against any Joint-Venture Partner to permit such joint venture
Restricted Subsidiary to Guaranty the Indebtedness of such Joint Venture Partner or
to grant a Lien on the property of such Restricted Subsidiary for the benefit of
such Joint Venture Partner.”



     2.03 Schedule 10.02. The Borrower’s contact information in Schedule 10.02 is amended to
delete the address after “with a copy to” and replace such address with “Debevoise & Plimpton LLP,
919 Third Avenue, New York, New York 10022, Attention: William B. Beekman, Telephone: (212)
909-6215, Telecopier: (212) 521-8813, wbbeeckma@debevoise.com”



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.




     (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.



Amendment No. 2





3









 








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 Acknowledgment. In connection with the amendment effected by Section 2.02 of this
Agreement, the parties hereto acknowledge and agree that the Borrower shall not be deemed to be or
to have been in noncompliance with Section 7.09(b) of the Credit Agreement (as in effect
immediately before the Agreement Effective Date) by reason of Section 9.7 of that certain Note
Purchase Agreement, dated as of December 1, 2005, among the Borrower and the purchasers signatory
thereto, entered into in connection with the issuance of $480,000,000 of senior unsecured notes
consisting of $390,000,000 of 6.01% Series A Senior Unsecured Notes due December 1, 2015 and
$90,000,000 of Floating Rate Series B Senior Unsecured Notes due December 1, 2012.



     5.03 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.



Amendment No. 2





4









 









     (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.



     5.04 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,
within ten Business Days of receipt of an invoice for any such amount.



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



     5.06 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.



     5.07 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. 2




5









 





     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. 2




 









 









	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as Administrative 

Agent, as L/C Issuer and as a Lender	 
	 
	 	By  	/s/ Thomas J. Kane
 	 
	 	 	Name: Thomas J. Kane	 
	 	 	Title: Senior Vice President	 
	 



Signature Page

Amendment No. 2




 









 








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



Signature Page

Amendment No. 2




 









 








	 	 	 	 	 
	 	 	 
	 	TORONTO DOMINION (TEXAS) LLC

 	 
	 	By  	/s/ Jim Bridwell
 	 
	 	 	Name: Jim Bridwell	 
	 	 	Title: Authorized Signatory	 
	 



Signature Page

Amendment No. 2




 









 








	 	 	 	 	 
	 	 	 
	 	CITIBANK, N.A.

 	 
	 	By  	/s/
Robert Parr
 	 
	 	 	Name: Robert Parr	 
	 	 	Title: Managing Director	 
	 



Signature Page

Amendment No. 2




 









 








	 	 	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Mark S. Gronich
 

	 	 
	 

	 	Name:
	 	Mark S. Gronich	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






Signature Page

Amendment No. 2




 









 





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



Signature Page

Amendment No. 2




 









 








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



Signature Page

Amendment No. 2




 









 








	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By  	/s/ Eddie Dec
 	 
	 	 	Name: Eddie Dec	 
	 	 	Title: Vice President   	 
	 



Signature Page

Amendment No. 2




 









 








	 	 	 	 	 
	 	CALYON NEW YORK BRANCH	 
	 	 	 
	 
	 	By  	/s/
John McCloskey
 	 
	 	 	Name: John McCloskey	 
	 	 	Title: Director	 
	 
	 	 	 
	 	By  	/s/ Jeremy Horn
 	 
	 	 	Name: Jeremy Horn  	 
	 	 	Title: Vice President 	 
	 



Signature Page

Amendment No. 2




 









 








	 	 	 	 	 
	 	 	 
	 	 JPMORGAN CHASE BANK, N.A.
 	 
	 
	 	By  	/s/ Peter B. Thauer
 	 
	 	 	Name: Peter B. Thauer	 
	 	 	Title: Vice President	 
	 



Signature Page

Amendment No. 2





 











 





	 	 	 	 	 
	 	FORTIS CAPITAL CORP.

 	 
	 	By  	/s/ John Crawford
 	 
	 	 	Name: John Crawford	 
	 	 	Title: Managing Director	 	 
	 
	 	 	 
	 	By  	/s/ Rachel Lanava
 	 
	 	 	Name: Rachel Lanava 	 
	 	 	Title: Vice President	 
	 



Signature Page

Amendment No. 2





 









 






	 	 	 	 	 
	 	SUNTRUST BANK

 	 
	 	By  	/s/
Jeffrey E. Hauser

 	 
	 	 	Name: Jeffrey E. Hauser	 
	 	 	Title: Managing Director	 
	 



Signature Page

Amendment No. 2




 









 








	 	 	 	 	 
	 	BARCLAYS BANK PLC

 	 
	 	By  	/s/ David Barton
 	 
	 	 	Name: David Barton	 
	 	 	Title: Associate Director	 
	 



Signature Page

Amendment No. 2





 









 








	 	 	 	 	 
	 	BNP PARIBAS, as Lender

 	 
	 	By:  	/s/ Stephanie Rogers
 	 
	 	 	Stephanie Rogers 	 
	 	 	Vice President 	 
	 	 	 
	 	By:  	/s/ Ola Anderssen
 	 
	 	 	Ola Anderssen 	 
	 	 	Director 	 
	 



Signature Page

Amendment No. 2





 









 








	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION



	 
	 
	 	By  	/s/ Michelle L. Reef
 	 
	 	 	Name: Michelle L. Reef	 
	 	 	Title: Vice President	 
	 



Signature Page

Amendment No. 2





 









 





	 	 	 	 	 
	 	THE BANK OF NEW YORK COMPANY INC. 

 	 
	 	By  	/s/ Michael E. Masters
 	 
	 	 	Name: Michael E. Masters	 
	 	 	Title: Authorized Signer	 
	 



Signature Page

Amendment No. 2





 









 





	 	 	 	 	 
	 	HSBC BANK USA, N.A.

 	 
	 	By  	/s/ Robert Elms
 	 
	 	 	Name: Robert Elms	 
	 	 	Title: SVP	 
	 



Signature Page

Amendment No. 2





 









 





	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION

 	 
	 	By  	/s/
Yoshihiro Hyakutome
 	 
	 	 	Name: Yoshihiro Hyakutome  	 
	 	 	Title: Joint General Manager	 
	 



Signature Page

Amendment No. 2





 









 





	 	 	 	 	 
	 	UNION BANK OF CALIFORNIA, N.A.

 	 
	 	By  	/s/ Erik Allen
 	 
	 	 	Name: Erik Allen	 
	 	 	Title: Assistant Vice President	 
	 



Signature Page

Amendment No. 2





 









 





	 	 	 	 	 
	 	AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

 	 
	 	By  	/s/ R. Scott McInnis
 	 
	 	 	Name: R. Scott McInnis	 
	 	 	Title: General Manager, Americas	 
	 



Signature Page

Amendment No. 2





 









 





	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS
BRANCH

 	 
	 	By  	/s/ Doreen Barr
 	 
	 	 	Name: Doreen Barr	 
	 	 	Title: Vice President	 
	 
	 	 	 
	 	By  	                       /s/ James Neira
 	 
	 	 	Name: James Neira	 
	 	 	Title: Associate	 
	 



Signature Page

Amendment No. 2





 









 





	 	 	 	 	 
	 	WELLS FARGO BANK N.A.

 	 
	 	By  	/s/ Roy H. Roberts
 	 
	 	 	Name: Roy H. Roberts	 
	 	 	Title: Vice President	 
	 



Signature Page

Amendment No. 2





 









 





	 	 	 	 	 
	 	KBC BANK N.V.

 	 
	 	By  	/s/ Robert M. Surdam, Jr.
 	 
	 	 	Name: Robert M. Surdam, Jr.	 
	 	 	Title: Vice President	 
	 
	 	 	 
	 	By  	                      /s/ Robert Snauffer
 	 
	 	 	Name: Robert Snauffer	 
	 	 	Title: First Vice President	 
	 



Signature Page

Amendment No. 2