Document

EXECUTION VERSION

AMENDMENT NO. 1 TO CREDIT AGREEMENT
This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of July 30, 2021 (this “Amendment”), is entered into among Discovery Communications, LLC (the “Company”), Discovery, Inc. as the Facility Guarantor (“Discovery”), Scripps Networks Interactive, Inc. as a Guarantor (“Scripps”), the Lenders party hereto constituting the Required Lenders, and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) under that certain Credit Agreement, dated as of June 9, 2021 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among the Company, the Designated Borrowers from time to time party thereto, Discovery, Scripps, the other Guarantors from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent.
In consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto hereby agree as follows:
1.Defined Terms.  Capitalized terms which are defined in the Credit Agreement and not otherwise defined herein have the meanings given in the Credit Agreement.
2.Amendment.  Section 7.11(b) of the Credit Agreement is hereby amended and restated in its entirety with the following:
“(b)    Consolidated Leverage Ratio. As of the last day of each Measurement Period (commencing with the last day of the first full fiscal quarter following the Effective Date), permit the Consolidated Leverage Ratio, to be greater than (i) from and after the last day of the first full fiscal quarter following the Effective Date to but not including the Measurement Period ending on the last day of the first fiscal quarter following the Closing Date, 4.50:1.00, (ii) from and after the Measurement Period ending on the last day of the first fiscal quarter following the Closing Date to but not including the Measurement Period ending on the last day of the first full fiscal quarter after the first anniversary of the Closing Date, 5.75:1.00, (iii) from and after the Measurement Period ending on the last day of the first full fiscal quarter after the first anniversary of the Closing Date to but not including the Measurement Period ending on the last day of the first full quarter after the second anniversary of the Closing Date, 5.00:1.00, and (iv) thereafter, 4.50:1.00.”
3.Conditions to Effectiveness of Amendment.  This Amendment shall become effective upon receipt by the Administrative Agent (or its counsel) of duly executed counterparts hereof that bear the signatures of the Company, Discovery, Scripps and Lenders representing the Required Lenders.
4.Continuing Effect of the Credit Agreement.  This Amendment is limited solely to the matters expressly set forth herein.  Subject to the express terms of this Amendment, the Credit Agreement (including the Guaranty) remains in full force and effect, and each Loan Party and the Lenders party hereto acknowledge and agree that all of their obligations hereunder and under the Credit Agreement shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment except to the extent specified herein.  Except as otherwise expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement or constitute a waiver of or consent to any departure from any term or provision of the Credit Agreement or to any further or future action on the part of any Loan Parties that would require a waiver or 




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consent of the Required Lenders or the Administrative Agent.  Upon the effectiveness of this Amendment, each reference in the Credit Agreement and in any exhibits attached thereto to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement after giving effect hereto.
5.Miscellaneous.  The provisions of Sections 11.04 (Expenses; Indemnity; Damage Waiver) (except clause (c) thereof); 11.07 (Treatment of Certain Information; Confidentiality); 11.10 (Counterparts; Integration; Effectiveness); 11.11 (Survival of Representations and Warranties); 11.14 (Governing Law; Jurisdiction; Etc); 11.15 (Waiver of Jury Trial); 11.16 (No Advisory or Fiduciary Responsibility) and 11.17 (Electronic Execution of Assignments and Certain Other Documents) of the Credit Agreement shall apply with like effect to this Amendment.  This Amendment shall constitute a “Loan Document” for all purposes under the Credit Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
						
		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 Amendment No. 1 to Discovery Communications, LLC Credit Agreement] 
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		BANK OF AMERICA, N.A., as Administrative Agent
		
		
		By: /s/ Angela Larkin    
Name: Angela Larkin
Title: Vice President



[Signature Page to Amendment No. 1 to Discovery Communications, LLC Credit Agreement] 
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		JPMorgan Chase Bank, N.A.
as a Lender 

		
		
		By: /s/ John Kowalczuk    
      Name: John Kowlczuk
      Title: Executive Director





						
		Bank of America, N.A.
as a Lender 

		
		
		By: /s/ Laura L. Olson    
      Name: Laura L. Olson
      Title: Director





						
		BARCLAYS BANK PLC
as a Lender 

		
		
		By: /s/ Arvind Admal    
      Name: Arvind Admal
      Title: Vice President





						
		BNP PARIBAS
as a Lender 

		
		
		By: /s/ Nicole Rodriguez    
      Name: Nicole Rodriguez
      Title: Director

		
		By: /s/ Nicolas Doche    
      Name: Nicolas Doche
      Title: Vice President





[Signature Page to Amendment No. 1 to Discovery Communications, LLC Credit Agreement 
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		DEUTSCHE BANK AG NEW YORK BRANCH
as a Lender 

		
		
		By: /s/ Ming K. Chu    
      Name: Ming K. Chu
      Title: Director

		
		By: /s/ Marko Lukin    
      Name: Marko Lukin
      Title: Vice President





						
		MIZUHO BANK, LTD.
as a Lender 

		
		
		By: /s/ John Davies    
      Name: John Davies
      Title: Authorized Signatory





						
		ROYAL BANK OF CANADA
as a Lender 

		
		
		By: /s/ Alfonse Simone    
      Name: Alfonse Simone
      Title: Authorized Signatory





						
		BANCO SANTANDER, S.A., NEW YORK BRANCH
as a Lender 

		
		
		By: /s/ Pablo Urgoiti    
      Name: Pablo Urgoiti
      Title: Managing Director

		
		By: /s/ Rita Walz-Cuccioli    
      Name: Rita Walz-Cuccioli
      Title: Executive Director





        
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		COMMERZBANK AG, NEW YORK BRANCH
as a Lender 

		
		
		By: /s/ Matthew Ward    
      Name: Matthew Ward
      Title: Managing Director

		
		By: /s/ Bianca Notari    
      Name: Bianca Notari
      Title: Vice President





						
		MUFG Bank, Ltd.
as a Lender 

		
		
		By: /s/ Marlon Mathews    
      Name: Marlon Mathews
      Title: Director





						
		THE BANK OF NOVA SCOTIA
as a Lender 

		
		
		By: /s/ Michelle C. Phillips    
      Name: Michelle C. Phillips
      Title: Managing Director





						
		The Toronto-Dominion Bank, New York Branch
as a Lender 

		
		
		By: /s/ Brian MacFarlane    
      Name: Brian MacFarlane
      Title: Authorized Signatory





						
		PNC BANK, NATIONAL ASSOCIATION
as a Lender 

		
		
		By: /s/ R. Ruining Nguyen    
      Name: R. Ruining Nguyen
      Title: Senior Vice President





        
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		Fifth Third Bank, National Association
as a Lender 

		
		
		By: /s/ Suzanne Rode    
      Name: Suzanne Rode
      Title: Managing Director





						
		U.S. Bank National Association
as a Lender 

		
		
		By: /s/ Susan Bader    
      Name: Susan Bader
      Title: Senior Vice President





						
		Goldman Sachs Bank USA
as a Lender 

		
		
		By: /s/ Dan Martis    
      Name: Dan Martis
      Title: Authorized Signatory







						
		CITIBANK, N.A.
as a Lender 

		
		
		By: /s/ Michael Vondriska    
      Name: Michael Vondriska
      Title: Vice President





						
		CREDIT SUISSE AG, New York Branch
as a Lender 

		
		
		By: /s/ Doreen Barr    
      Name: Doreen Barr
      Title: Authorized Signatory

		
		By: /s/ Komal Shah    
      Name: Komal Shah
      Title: Authorized Signatory



        
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		TRUIST BANK
as a Lender 

		
		
		By: /s/ Cynthia W. Burton    
      Name: Cynthia W. Burton
      Title: Director





						
		WELLS FARGO BANK, NATIONAL ASSOCIATION
as a Lender 

		
		
		By: /s/ Nicholas Grocholski    
      Name: Nicholas Grocholski
      Title: Managing Director





						
		Sumitomo Mitsui Banking Corporation
as a Lender 

		
		
		By: /s/ Gail Motonaga    
      Name: Gail Motonaga
      Title: Executive Director













						
		ING Bank N.V., Dublin Branch
as a Lender 

		
		
		By: /s/ Sean Hassett    
      Name: Sean Hassett
      Title: Director

		
		By: /s/ Ciaran Dunne    
      Name: Ciaran Dunne
      Title: Director





        
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