Exhibit








EXHIBIT 10.1


AMENDMENT NO. 1 TO 
AMENDED AND RESTATED SCRIPPS FAMILY AGREEMENT
This Amendment No. 1 (this “Amendment”) to the Amended and Restated Scripps Family Agreement (the “Agreement”), dated May 19, 2015, by and among The E.W. Scripps Company, an Ohio corporation (“E.W. Scripps”), Scripps Networks Interactive, Inc., an Ohio corporation (“Scripps Networks Interactive”) and the  individuals and other entities named on the signature pages thereto (each, a “Family Shareholder” and collectively, the “Family Shareholders”) is entered into as of the 29th day of March, 2017 by E.W. Scripps, Scripps Networks Interactive and the Family Shareholders.
WHEREAS, the parties hereto desire to amend Section 6 of the Agreement to allow Family Shareholders to convert Common Voting Shares into Class A Stock under the circumstances set forth therein;
NOW, THEREFORE, in consideration of the mutual agreements herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Family Shareholders, E.W. Scripps and Scripps Networks Interactive hereby irrevocably agree to restate Section 6 of the Agreement in its entirety as follows.
Section 6.    Right of Offeror to Sell or Donate Unsold Shares Upon Conversion Into Shares of Class A Stock.  If, after satisfaction by the Offeror of the requirements of Section 4, any Offered Shares remain unsold, the Offeror may elect to (i) retain such unsold Offered Shares, (ii) convert such unsold Offered Shares into Class A Stock (which Class A Stock will not be subject to this Agreement), or (iii) sell, transfer, distribute, or assign such Offered Shares on whatever terms and at whatever price, or donate, appoint or otherwise dispose of such Offered Shares in whatever manner the Offeror wishes, without any further compliance by the Offeror or any transferee with the provisions of this Agreement (which provisions will continue to apply, however, to any other Shares owned of record or beneficially by the Offeror); provided that (A) if the Offeror had included in the First Notice such Offeror’s intention to sell, transfer, distribute, assign, donate, appoint or otherwise dispose of the Offered Shares to a specific person, then such Offered Shares shall be sold, transferred, distributed, 











assigned, donated, appointed or otherwise disposed of to such person on the terms and in the manner indicated in the First Notice; AND (B) THE OFFEROR, PRIOR TO ANY SALE, TRANSFER, DISTRIBUTION, ASSIGNMENT, DONATION, APPOINTMENT OR OTHER DISPOSITION OF THE OFFERED SHARES  SHALL FIRST CONVERT SUCH OFFERED SHARES INTO CLASS A STOCK AND SELL, TRANSFER, DISTRIBUTE, ASSIGN, DONATE, APPOINT OR OTHERWISE DISPOSE OF ONLY THE CLASS A STOCK.
[SIGNATURE PAGE FOLLOWS]













IN WITNESS WHEREOF, each party hereto has executed this Agreement on the date indicated below opposite such party’s signature.


THE E.W. SCRIPPS COMPANY




By:  /s/ William Appleton


Name:  William Appleton


Title:      Senior V.P. and General Counsel






SCRIPPS NETWORKS INTERACTIVE, INC.




By:  /s/ Ken W. Lowe                


Name:  Ken W. Lowe                


Title:      Chairman, President and CEO        




FAMILY SHAREHOLDER
/s/ Jonathan Scripps                


Name:  Jonathan Scripps                


Address:                        
                            


Email address:                      






FAMILY SHAREHOLDER
/s/ Samantha J. Brickner                


Name:  Samantha J. Brickner            


Address:                        
                            


Email address:                      

















FAMILY SHAREHOLDER
/s/ Elizabeth Scripps                


Name:  Elizabeth Scripps                


Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ William H. Scripps                


Name:  William H. Scripps                


Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Margaret Scripps Klenzing            


Name:  Margaret E. Scripps Klenzing        


Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ James Bryce Vasquez                


Name:  James Bryce Vasquez            


Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Virginia S. Vasquez                


Name:  Virginia S. Vasquez                













Address:                        
                            


Email address:                      






FAMILY SHAREHOLDER
/s/ Nackey E. Scagliotti                


Name: Nackey E. Scagliotti                


Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Cynthia J. Scripps                


		
	Name:
	Cynthia J. Scripps                




Address:                        
                            


Email address:                      


FAMILY SHAREHOLDER
/s/ Edward W. Scripps, Jr.                


		
	Name:
	Edward W. Scripps, Jr.            




Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Marilyn J. Scripps                


		
	Name:
	Marilyn J. Scripps                




Address:                        
                            


Email address:                      















FAMILY SHAREHOLDER
/s/ Eva Scripps Attal                


		
	Name:
	Eva Scripps Attal                




Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Samuel Joseph Logan                


		
	Name:
	Samuel Joseph Logan            




Address:                        
                            


Email address:                      


FAMILY SHAREHOLDER
/s/ Mary Peirce                    


		
	Name:
	Mary Peirce                    




Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Megan Scripps Tagliaferri            


		
	Name:
	Megan Scripps Tagliaferri            




Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Charles E. Scripps, Jr.                


		
	Name:
	Charles E. Scripps, Jr.            




Address:                        
                            













Email address:                      




FAMILY SHAREHOLDER
/s/ Charles Kyne McCabe                


		
	Name:
	Charles Kyne McCabe            




Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ R. Michael Scagliotti                


		
	Name:
	R. Michael Scagliotti            




Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Julia Scripps Heidt                


		
	Name:
	Julia Scripps Heidt                




Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Eli W. Scripps                    


		
	Name:
	Eli W. Scripps                




Address:                        
                            


Email address:                      

















FAMILY SHAREHOLDER
/s/ Cody Dubuc                    


		
	Name:
	Cody Dubuc                




Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Monica Holcomb                


		
	Name:
	Monica Holcomb                




Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ John Patrick Scripps                


Name:                            


Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ J. Sebastian Scripps                


		
	Name:
	J. Sebastian Scripps            




Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Gerald J. Scripps                


		
	Name:
	Gerald J. Scripps                















Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Raymundo H. Granado, Jr.            


		
	Name:
	Raymundo H. Granado, Jr.        




Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ William A. Scripps                


		
	Name:
	William A. Scripps                




Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Wesley Scripps                    


		
	Name:
	Wesley Scripps                




Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Keon Korey Vasquez                


		
	Name:
	Keon Korey Vasquez            




Address:                        
                            


Email address:                      















FAMILY SHAREHOLDER
/s/ Elizabeth A. Logan                


		
	Name:
	Elizabeth A. Logan                




Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Eaton M. Scripps                


		
	Name:
	Eaton M. Scripps                




Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Mary Ann S. Sanchez                


		
	Name:
	Mary Ann S. Sanchez            




Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Jimmy R. Scripps                


		
	Name:
	Jimmy R. Scripps                




Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Jenny Sue Scripps Mitchell            


		
	Name:
	Jenny Sue Scripps Mitchell        















Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Peter M. Scripps                    


		
	Name:
	Peter M. Scripps, individually, and as trustee of the Peter M. Scripps Trust under Agreement dated 11/13/2002




Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Anne La Dow                    


		
	Name:
	Anne La Dow, individually and as trustee of the Anne M. La Dow Trust under Agreement dated 10/27/2011




Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Paul K. Scripps                    


		
	Name:
	Paul K. Scripps, individually, as co-trustee of the John P. Scripps Trust under Agreement dated 2/10/77 FBO Peter M. Scripps, John P. Scripps Trust FBO Paul K. Scripps under Agreement dated 2/10/77, John P. Scripps Trust Exempt Trust under Agreement dated 2/10/77 and John P. Scripps Trust under Agreement dated 2/10/77 FBO Barbara Scripps Evans, and as trustee of the John P. Scripps Trust FBO Ellen McRae Scripps under Agreement dated 12/28/84 and Paul K. Scripps Family Revocable Trust




Address:                        
                            













Email address:                      




FAMILY SHAREHOLDER
/s/ Peter R. La Dow                


		
	Name:
	Peter R. La Dow, individually, as co-trustee of the John P. Scripps Trust under Agreement dated 2/10/77 FBO Peter M. Scripps, John P. Scripps Trust FBO Paul K. Scripps under Agreement dated 2/10/77, John P. Scripps Trust Exempt Trust under Agreement dated 2/10/77 and John P. Scripps Trust under Agreement dated 2/10/77 FBO Barbara Scripps Evans, and as trustee of The Marital Trust of the La Dow Family Trust and The La Dow Family Trust under Agreement dated 6/29/2004




Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Barbara Victoria Scripps Evans        


		
	Name:
	Barbara Victoria Scripps Evans, individually, as co-trustee of the John P. Scripps Trust under Agreement dated 2/10/77 FBO Peter M. Scripps, John P. Scripps Trust FBO Paul K. Scripps under Agreement dated 2/10/77, John P. Scripps Trust Exempt Trust under Agreement dated 2/10/77 FBO Barbara Scripps Evans under Agreement dated 12/28/84, and as trustee of the John P. Scripps Trust FBO Douglas A. Evans under Agreement dated 12/28/84, Douglas A. Evans 1983 Trust, Victoria S. Evans Trust under Agreement dated 5/19/2004 and Thomas S. Evans Irrevocable Trust under Agreement dated 11/13/2012




Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Jessica L. Scripps                 


		
	Name:
	Jessica L. Scripps                















Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
Estate of Robert P. Scripps Jr.


/s/ Rebecca S. Brickner                


		
	Name:
	Rebecca S. Brickner, co-administrator






/s/ Virginia S. Vasquez                


		
	Name:
	Virginia S. Vasquez, co-administrator








FAMILY SHAREHOLDER
/s/ Rebecca S. Brickner                


		
	Name:
	Rebecca S. Brickner            




Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Crystal Vasquez Lozano            


		
	Name:
	Crystal Vasquez Lozano            




Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Molly E. McCabe                


		
	Name:
	Molly E. McCabe                




Address:                        











                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Ellen M. Scripps Kaheny            


		
	Name:
	Ellen M. Scripps Kaheny, individually and as trustee of the Ellen M. Scripps Kaheny Revocable Trust dtd April 17, 2014




Address:                        
                            


Email address:                      




FAMILY SHAREHOLDER
/s/ Corina S. Granado                


		
	Name:
	Corina S. Granado                




Address:                        
                            


Email address:                      






FAMILY SHAREHOLDER
/s/ Adam R. Scripps                    
		
	Name:
	Adam R. Scripps                




Address:                        
                            


Email address: