exv10w2






EXHIBIT 10.2




AMENDMENT NO. 1




     This AMENDMENT NO. 1, dated as of May 14, 2009 (this “Agreement”), among DISCOVERY
COMMUNICATIONS HOLDING, LLC, a Delaware limited liability company (the “Borrower”), the
Lenders (such capitalized term and all other capitalized terms not otherwise defined herein to have
the meanings provided in Article I below) who are signatories to this Agreement, and 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 and the Administrative Agent are parties to the Credit
Agreement;



     WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement 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.



     “Credit Agreement” means the Credit, Pledge and Security Agreement dated as of May 14,
2007, among the Borrower, the Lenders and the Administrative Agent.



     “Lenders” means the lenders from time to time party to the Credit Agreement.



     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
1.06 of the Credit Agreement shall be equally applicable to this Agreement.



ARTICLE II

AMENDMENTS




     Effective as of the Agreement Effective Date, the Credit Agreement is hereby amended as
follows:



     2.01 Additional Term Facilities. Section 2.03(a) of the Credit Agreement is amended
to delete the parenthetical clause “(which shall in no event be less than ten Business Days from
the date of delivery of such notice to the Lenders)” from such Section.



     2.02 Repayment of Loans. Section 2.06(a) of the Credit Agreement is amended to
delete the reference to “Section 2.05” therein and insert a reference to “Section 2.04” in lieu
thereof.



     2.03 Burdensome Agreements. Section 7.09 of the Credit Agreement is amended and
restated in its entirety, as follows:



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     “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:




     (i) any Indebtedness permitted to be incurred by the Borrower or a
Restricted Subsidiary pursuant to Section 7.03 may include
Contractual Obligations that limit the ability of any Restricted Subsidiary
to take any such actions or to suffer to exist any such Lien;
provided, however, that all cash proceeds of any such
Indebtedness incurred by the Borrower that includes such a Contractual
Obligation (net of any underwriting discounts and commissions, and other
reasonable and customary out-of-pocket expenses incurred by the Borrower in
connection therewith) shall be promptly applied to Refinance Indebtedness of
the Borrower under this Agreement or Indebtedness of a Restricted Subsidiary
or promptly contributed or advanced to a Restricted Subsidiary and promptly
applied to Refinance Indebtedness of such Restricted Subsidiary or at the
election of the Borrower (as notified by the Borrower to the Administration
Agent not later that the fifth Business Day following the incurrence of such
Indebtedness by the Borrower) and so long as no Event of Default shall have
occurred and be continuing, such Restricted Subsidiary may invest all or any
portion of the proceeds of such contribution or advance to acquire,
maintain, develop, construct, improve, upgrade or repair assets useful in
the business of such Restricted Subsidiary so long as (A) within 365 days
after the incurrence of such Indebtedness by the Borrower, such proceeds
shall have been so invested or a definitive agreement for such investment
shall have been entered into (as certified by the Borrower in writing to the
Administrative Agent) and (B) within 180 days after the execution of such
definitive agreement, such investment shall have been consummated (as
certified by the Borrower in writing to the Administrative Agent);
provided, further, however, that any such proceeds
not so invested or subject to such definitive agreement shall be promptly
applied to Refinance Indebtedness of such Restricted Subsidiary or another
Restricted Subsidiary; and




     (ii) in the case of any Restricted Subsidiary which is a joint venture
between any 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 (A) to make Restricted
Payments to, (B) Guaranty the Indebtedness of, or (C) 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; provided, however, that no
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.”



ARTICLE III

CONDITIONS PRECEDENT




     3.01 Conditions of Effectiveness. This Agreement is subject to the provisions of
Section 11.01 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:



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     (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, 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.




     (c) Fees. The Administrative Agent shall have received payment of the
following: (i) for the account of each Lender which has executed and delivered a counterpart
of this Agreement, a work fee equal to 0.15% of the Commitment of such Lender; and (ii) for
the account of any Lead Arranger, the amount of any fees and expenses required to be paid by
the Borrower to such Lead Arranger on or prior to the Agreement Effective Date.



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 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.



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     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 11.04(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]




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     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 HOLDING, LLC

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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	 	BANK OF AMERICA, N.A., as Administrative

Agent, as L/C Issuer and as a Lender

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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[Name of Lender]

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 



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[Name of Lender]

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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