a2022630-exhibit105






EXECUTION VERSION  1 1007733204v4 JOINDER AGREEMENT  JOINDER AGREEMENT, dated as of April 8, 2022, by and between Magallanes, Inc., a Delaware corporation Additional Guarantor , and Bank of America, N.A., as  administrative a Administrative Agent pitalized terms not  defined herein shall have the meaning ascribed to them in the Credit Agreement referred to  below. W I T N E S S E T H :  WHEREAS, reference is made to that certain Credit Agreement, dated as of June  9, 2021 (as amended by Amendment No. 1 to the Credit Agreement, dated as of July 30, 2021,  and as further amended, restated, supplemented or otherwise modified from time to time, the  Credit Agreement by and among Discovery Communications, LLC, a Delaware limited  liability company Company  each Designated Borrower (as defined therein) party thereto,  Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.), a Delaware corporation Facility  Guarantor , Scripps Networks Interactive, Inc., an Ohio corporation, Bank of America, N.A., as  administrative agent, swing line lender and L/C issuer, and each lender from time to time party  thereto;  WHEREAS, Section 6.15 of the Credit Agreement requires the Additional  Guarantor to become a party to the Credit Agreement as a Guarantor by executing a joinder  agreement;  WHEREAS, the Additional Guarantor has agreed to execute and deliver this  Joinder Agreement in order to become a Guarantor under the Credit Agreement;  NOW, THEREFORE, IT IS AGREED:  1. Joinder to Credit Agreement.  By executing and delivering this Joinder  Agreement, the Additional Guarantor, as provided in Section 6.15 of the Credit Agreement,  hereby (a) becomes a party to the Credit Agreement as a Guarantor thereunder with the same  force and effect as if originally named therein as a Guarantor, and, without limiting the  generality of the foregoing, hereby expressly assumes all obligations and liabilities of a  Guarantor thereunder and (b) represents and warrants that the representations and warranties  made by it as a Guarantor under the Credit Agreement are true and correct in all material  respects on and as of the date hereof.  The Additional Guarantor represents and warrants to the  Administrative Agent that this Joinder Agreement has been duly authorized, executed and  delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in  accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws  and by general principles of equity, regardless of whether considered in a proceeding in equity or  at law.  2. Counterparts.  This Joinder Agreement may be executed by one or more of  the parties to this Joinder Agreement on any number of separate counterparts (including by  facsimile or other electronic transmission), and all of said counterparts taken together shall be  deemed to constitute one and the same instrument.  





 






2 1007733204v4 3. Governing Law; Jurisdiction; Etc.  The provisions of Section 11.14 of the  Credit Agreement are incorporated by reference into this Joinder Agreement mutatis mutandis.  4. Loan Document.  From and after the execution and delivery hereof by the  Agreement and the other Loan Documents.  5. Enforceability.  If any provision of this Joinder Agreement is held to be  illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining  provisions of this Joinder Agreement shall not be affected or impaired thereby and (b) the parties  shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable  provisions with valid provisions the economic effect of which comes as close as possible to that  of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.    6. Notice.  All notices, requests and demands pursuant hereto shall be made  in accordance with Section 11.02 of the Credit Agreement.  All communications and notices  hereunder to the Additional Guarantor shall be given to it in care of the Company at the   address set forth on Schedule 11.02 to the Credit Agreement.  [Signature pages follow.] 





 






 





 






[Signature Page to Joinder Agreement]  BANK OF AMERICA, N.A.,  as Administrative Agent  By:  __________________________________  Name: Angela Larkin  Title: Vice President