CREDIT AGREEMENT Dated as of October 13, 2010, among DISCOVERY COMMUNICATIONS, LLC, as Borrower, DISCOVERY COMMUNICATIONS, INC., as Guarantor, the Lenders party hereto, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,...Credit Agreement • October 15th, 2010 • Discovery Communications, Inc. • Cable & other pay television services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 13, 2010, among DISCOVERY COMMUNICATIONS, LLC, a Delaware limited liability company (the “Borrower”), DISCOVERY COMMUNICATIONS, INC., a Delaware corporation (the “Guarantor”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services • New York
This REGISTRATION RIGHTS AGREEMENT dated March 15, 2022 (this “Agreement”) is entered into by and among Magallanes, Inc., a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC as representatives of the several initial purchasers listed in Schedule 1-A to the Purchase Agreement (defined below) (collectively, the “Initial Purchasers”).
EXECUTION VERSION AMENDMENT NO. 2 TO CREDIT AGREEMENT THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Agreement”), dated as of May 25, 2023, is entered into by JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative...Credit Agreement • August 3rd, 2023 • Warner Bros. Discovery, Inc. • Cable & other pay television services • New York
EXECUTION VERSION 194639719_6 Published Deal CUSIP: 25470UAM3 Published Revolver CUSIP: 25470UAN1 CREDIT AGREEMENT Dated as of October 4, 2024 Among DISCOVERY COMMUNICATIONS, LLC, and CERTAIN SUBSIDIARIES as Borrowers, WARNER BROS. DISCOVERY, INC., as...Credit Agreement • October 9th, 2024 • Warner Bros. Discovery, Inc. • Cable & other pay television services
ContractReceivables Purchase Agreement • August 7th, 2024 • Warner Bros. Discovery, Inc. • Cable & other pay television services • New York
WarnerMedia Holdings, Inc. Issuer Warner Bros. Discovery, Inc. Parent Guarantor and U.S. Bank Trust Company, National Association Trustee INDENTURE Dated as of March 10, 2023 SENIOR DEBT SECURITIESIndenture • March 10th, 2023 • Warner Bros. Discovery, Inc. • Cable & other pay television services • New York
THIS INDENTURE, dated as of March 10, 2023 between WarnerMedia Holdings, Inc., a Delaware corporation (the “Company”), as issuer, Warner Bros. Discovery, Inc., a Delaware corporation (the “Parent Guarantor”), and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2021 • Discovery, Inc. • Cable & other pay television services • Maryland
This Employment Agreement (“Agreement”) is made this 27 day of June, 2019 by and between Discovery Communications, LLC (“Company”) and David Leavy (“Executive”).
Discovery Communications, LLC $500,000,000 4.900% Senior Notes due 2026 Fully and Unconditionally Guaranteed by Discovery Communications, Inc. Underwriting Agreement March 8, 2016Underwriting Agreement • March 9th, 2016 • Discovery Communications, Inc. • Cable & other pay television services • New York
Discovery Communications, LLC, a Delaware limited liability company (the “Company”) and an indirect wholly-owned subsidiary of Discovery Communications, Inc. (the “Guarantor” and, together with the Company, the “Issuers”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”), $500,000,000 aggregate principal amount of its 4.900% Senior Notes due 2026, (the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of August 19, 2009 (the “Base Indenture”), among the Company, the Guarantor and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented and amended by a Ninth Supplemental Indenture to be dated as of the Closing Date (as defined below) relating to the Securities (the “Supplemental Indenture” and, together with the Base Indenture and the other
Discovery Communications, LLC £400,000,000 2.500% Senior Notes due 2024 Fully and Unconditionally Guaranteed by Discovery Communications, Inc. Underwriting AgreementUnderwriting Agreement • September 11th, 2017 • Discovery Communications, Inc. • Cable & other pay television services • New York
The Securities are being issued and sold in connection with the proposed acquisition (the “Acquisition”) of Scripps Network Interactive, Inc. an Ohio corporation (“Scripps” which, together with its consolidated subsidiaries, shall be referred to herein as the “Scripps Entities”) by the Guarantor pursuant to a merger agreement, dated as of July 30, 2017 (the “Merger Agreement”), by and among the Guarantor, Skylight Merger Sub. Inc., an Ohio corporation and direct wholly-owned subsidiary of the Guarantor (“Merger Sub”), and Scripps. Subject to the terms of the Indenture, each of the Securities will be redeemed (the “Special Mandatory Redemption”) at a price equal to 101% of the aggregate principal amount of such Securities, plus accrued and unpaid interest on such Securities from the Applicable Time to, but excluding, the date of the Special Mandatory Redemption, in the event that (i) the Effective Time (as defined in the Merger Agreement) has not occurred on or prior to 11:59 p.m., New
DISCOVERY, INC. PERFORMANCE RESTRICTED STOCK UNIT GRANT AGREEMENT FOR DAVID ZASLAVPerformance Restricted Stock Unit Grant Agreement • February 24th, 2023 • Warner Bros. Discovery, Inc. • Cable & other pay television services • Delaware
Discovery, Inc. (the “Company”) has granted you a performance restricted stock unit (the “PRSU”) under the Discovery Communications, Inc. 2013 Incentive Plan (the “Plan”). The PRSU lets you receive a specified number of shares (“Shares”) of the Company’s Series A Common Stock (the “Series A PRSU Shares”) upon satisfaction of the conditions to receipt.
CREDIT AGREEMENT Dated as of June 15, 2004, among DISCOVERY COMMUNICATIONS, INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, SUNTRUST BANK, as Swing Line Lender, The Other Lenders Party Hereto, BANC OF AMERICA...Credit Agreement • June 11th, 2008 • Discovery Communications, Inc. • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 15, 2004, among DISCOVERY COMMUNICATIONS, INC., a Delaware close corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, and L/C Issuer, and SUNTRUST BANK, as Swing Line Lender.
Discovery Communications, Inc. 7,681,818 Shares of Series C Common Stock Underwriting AgreementUnderwriting Agreement • March 12th, 2013 • Discovery Communications, Inc. • Cable & other pay television services • New York
The stockholder named in Schedule 2 hereto (the “Selling Stockholder”) of Discovery Communications, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 7,681,818 shares of Series C common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 768,182 shares of Series C common stock, par value $0.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Series C common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. The Stock, including the Shares, will have attached thereto rights (the “Rights”) to purchase one one-thousandth of a share of Series C Junior Participating
WarnerMedia Holdings, Inc. $1,500,000,000 6.412% Senior Notes due 2026 Underwriting AgreementUnderwriting Agreement • March 10th, 2023 • Warner Bros. Discovery, Inc. • Cable & other pay television services • New York
WarnerMedia Holdings, Inc., a Delaware corporation (the “Company”), and a direct wholly-owned consolidated subsidiary of Warner Bros. Discovery, Inc., a Delaware corporation (the “Parent Guarantor”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”), $1,500,000,000 aggregate principal amount of its 6.412% Senior Notes due 2026 (the “Securities”). The Securities will be issued pursuant to an indenture, to be dated as of the Closing Date (as defined below) (the “Base Indenture”), among the Company, the Parent Guarantor and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of the Closing Date, among the Company, the Guarantors (as defined below) and the Trustee (the “Supplemental Indenture” and, together w
SEPARATION AND DISTRIBUTION AGREEMENT by and among AT&T INC., MAGALLANES, INC., and DISCOVERY, INC. Dated as of May 17, 2021Separation and Distribution Agreement • May 20th, 2021 • Discovery, Inc. • Cable & other pay television services • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of May 17, 2021, by and among AT&T INC., a Delaware corporation (“Remainco”), MAGALLANES, INC., a Delaware corporation (“Spinco”) and DISCOVERY, INC., a Delaware corporation (“RMT Partner”). Each of Remainco and Spinco is sometimes referred to herein as a “Party” and collectively, as the “Parties.”
David M. Zaslav Dear David,Performance Restricted Stock Unit Agreement • May 9th, 2024 • Warner Bros. Discovery, Inc. • Cable & other pay television services • Delaware
Congratulations, you have been awarded a performance restricted stock unit (“PRSU”) in recognition of your contributions to the success of Warner Bros. Discovery, Inc. (the “Company”) and as described in your employment agreement with the Company dated as of May 16, 2021, and the amendment to the employment agreement dated as of March 8, 2023, (as amended, the “2021 Employment Agreement”). A PRSU entitles you to receive a number of shares of the Company’s common stock at a future date, based on a pre-determined formula, assuming that you satisfy the conditions of the Plan and the implementing agreement. We would like you to have an opportunity to share in the continued success of the Company through this PRSU under the Warner Bros. Discovery , Inc. Stock Incentive Plan (the “Plan”). The following represents a brief description of your grant. Additional details regarding your PRSU are provided in the attached Performance Restricted Stock Unit Agreement (the “Grant Agreement”) and in the
FORM OF TAX SHARING AGREEMENT by and among DISCOVERY HOLDING COMPANY, DISCOVERY COMMUNICATIONS, INC., ASCENT MEDIA CORPORATION, ASCENT MEDIA GROUP, LLC and ASCENT MEDIA CREATIVE SOUND SERVICES, INC. Dated as of l, 2008Tax Sharing Agreement • August 1st, 2008 • Discovery Communications, Inc. • Cable & other pay television services • Colorado
THIS TAX SHARING AGREEMENT (this “Agreement”) is entered into by and among DISCOVERY HOLDING COMPANY, a Delaware corporation (“DHC”), DISCOVERY COMMUNICATIONS, INC., a Delaware corporation (“New DHC”), ASCENT MEDIA CORPORATION, a Delaware corporation (“Spinco”), ASCENT MEDIA GROUP, LLC, a Delaware limited liability company (“AMG”), and [ASCENT MEDIA CREATIVE SOUND SERVICES, INC.], a New York corporation (the “Audio Company”, and together with DHC, New DHC, Spinco, and AMG, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Reorganization Agreement, dated as of June 4, 2008, by and among the Parties (the “Reorganization Agreement”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 20th, 2021 • Discovery, Inc. • Cable & other pay television services • New York
This EMPLOYMENT AGREEMENT is made as of this 16th day of May, 2021 (this “Agreement”), by and between Discovery, Inc., a Delaware corporation with its principal place of business at 230 South Park Avenue, New York, NY 10003 (the “Company”) and David Zaslav (the “Executive”), (collectively, the “Parties”), and amends and restates the prior Employment Agreement between the Parties dated January 2, 2014 as previously amended and restated as of July 16, 2018 (the “Prior Agreement”).
VOTING AGREEMENTVoting Agreement • May 20th, 2021 • Discovery, Inc. • Cable & other pay television services • Delaware
This VOTING AGREEMENT, is made and entered into as of May 17, 2021 (this “Agreement”), by and among John C. Malone (“JCM”), each of the stockholders listed on the signature page hereto (each of JCM and each stockholder a “Stockholder” and together the “Stockholders”), Discovery, Inc., a Delaware corporation (“RMT Partner”), AT&T Inc., a Delaware corporation (“Remainco”), and Magallanes, Inc., a Delaware corporation (“Spinco”).
AGREEMENT AND PLAN OF MERGER among SCRIPPS NETWORKS INTERACTIVE, INC., DISCOVERY COMMUNICATIONS, INC. and SKYLIGHT MERGER SUB, INC. Dated as of July 30, 2017Merger Agreement • July 31st, 2017 • Discovery Communications, Inc. • Cable & other pay television services • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of July 30, 2017, among SCRIPPS NETWORKS INTERACTIVE, INC., an Ohio corporation (the “Company”), DISCOVERY COMMUNICATIONS, INC., a Delaware corporation (“Parent”), and SKYLIGHT MERGER SUB, INC., an Ohio corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”).
FORM OF DISCOVERY COMMUNICATIONS, INC. and Computershare Trust Company, N.A., as Rights Agent RIGHTS AGREEMENT Dated as of [ ], 2008Rights Agreement • June 11th, 2008 • Discovery Communications, Inc. • Delaware
WHEREAS, the Company is a party to the Merger Agreement, dated as of June 4, 2008 (the “Merger Agreement”), by and among Discovery Holding Company, a Delaware corporation (“DHC”), the Company and DHC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge (the “Merger”) with and into DHC with DHC as the surviving corporation in the Merger, and, in the Merger, each outstanding share of common stock of DHC will be converted into shares of common stock of the Company.
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • May 22nd, 2014 • Discovery Communications, Inc. • Cable & other pay television services • New York
This Share Repurchase Agreement (this “Agreement”) is made as of May 22, 2014, by and between Discovery Communications, Inc., a Delaware corporation (“Buyer”), and Advance/Newhouse Programming Partnership, a New York partnership (“Seller”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 18th, 2021 • Discovery, Inc. • Cable & other pay television services
This Amendment No. 1 (this “Amendment”) is made and entered into as of November 18, 2021, by and among AT&T Inc. (“Remainco”), Magallanes, Inc., Discovery, Inc. (“RMT Partner”) and Drake Subsidiary, Inc. (“Merger Sub”). Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Merger Agreement (as defined below).
DISCOVERY COMMUNICATIONS, INC. One Discovery Place Silver Spring, MD 20910 Amendment and Restatement AgreementAmendment and Restatement Agreement • June 11th, 2008 • Discovery Communications, Inc. • New York
EMPLOYEE NQSO AGREEMENT #ParticipantName# Dear #ParticipantFirstName#, Congratulations, you have been given a stock option grant in recognition of your contributions to the success of Warner Bros. Discovery, Inc. (the “Company”). A stock option grant...Nonqualified Stock Option Agreement • August 5th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services • Delaware
VOTING AGREEMENTVoting Agreement • July 31st, 2017 • Discovery Communications, Inc. • Cable & other pay television services • Delaware
This VOTING AGREEMENT, is made and entered into as of July 30, 2017 (this “Agreement”), by and among the stockholders listed on the signature page(s) hereto (collectively, the “Stockholders” and each individually, a “Stockholder”), and Discovery Communications, Inc., a Delaware corporation (“Parent”).
VOTING AGREEMENTVoting Agreement • May 20th, 2021 • Discovery, Inc. • Cable & other pay television services • Delaware
This VOTING AGREEMENT, is made and entered into as of May 17, 2021 (this “Agreement”), by and among the stockholders listed on the signature pages hereto (the “Stockholder”), Discovery, Inc., a Delaware corporation (“RMT Partner”), AT&T Inc., a Delaware corporation (“Remainco”), and Magallanes, Inc., a Delaware corporation (“Spinco”).
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • March 14th, 2013 • Discovery Communications, Inc. • Cable & other pay television services • New York
This Share Repurchase Agreement (this “Agreement”) is made as of March 6, 2013, by and between Discovery Communications, Inc., a Delaware corporation (“Buyer”), and Advance Programming Holdings, LLC, a Delaware limited liability company (“Seller”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 19th, 2013 • Discovery Communications, Inc. • Cable & other pay television services
This amendment (“Amendment”) dated as of June 1, 2012, shall amend the employment agreement ("Employment Agreement") by and between Discovery Communications, LLC ("Company") and Andrew Warren ("Executive").
EMPLOYMENT AGREEMENTEmployment Agreement • May 4th, 2009 • Discovery Communications, Inc. • Cable & other pay television services • Maryland
This Amended and Restated Employment Agreement (“Agreement”) is made this 6th day of March, 2008 by and between Discovery Communications, LLC. (“DCL”) and Adria Alpert-Romm (“Executive”) (herein referred to as “this Agreement”).
VOTING AGREEMENTVoting Agreement • July 1st, 2016 • Discovery Communications, Inc. • Cable & other pay television services • New York
This VOTING AGREEMENT, dated as of June 30, 2016 (this “Agreement”), is made and entered into by and among Starz, a Delaware corporation (the “Company”), Lions Gate Entertainment Corp., a corporation organized and existing under the laws of British Columbia (“Parent”), Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales (the “Discovery Stockholder”), and Discovery Communications, Inc., a Delaware corporation (“Discovery Parent”).
REORGANIZATION AGREEMENT among Discovery Holding Company, Discovery Communications, Inc., Ascent Media Corporation, Ascent Media Group, LLC and Ascent Media Creative Sound Services, Inc. Dated as of June 4, 2008Reorganization Agreement • June 11th, 2008 • Discovery Communications, Inc. • Delaware
This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”), dated as of June 4, 2008, is entered into by and among DISCOVERY HOLDING COMPANY, a Delaware corporation (“DHC”), DISCOVERY COMMUNICATIONS, INC., a Delaware corporation (“New Discovery Holdco”), ASCENT MEDIA CORPORATION, a Delaware corporation (“Spinco”), ASCENT MEDIA GROUP, LLC, a Delaware limited liability company (“AMG”), and ASCENT MEDIA CREATIVE SOUND SERVICES, INC., a New York corporation (the “Audio Company”).
TRANSACTION AGREEMENT by and among DISCOVERY HOLDING COMPANY, DISCOVERY COMMUNICATIONS, INC., DHC MERGER SUB, INC., ADVANCE/NEWHOUSE PROGRAMMING PARTNERSHIP, and with respect to Section 5.14 hereof only ADVANCE PUBLICATIONS, INC., and NEWHOUSE...Transaction Agreement • September 29th, 2008 • Discovery Communications, Inc. • Cable & other pay television services • Delaware
TRANSACTION AGREEMENT (this “Agreement”), dated as of June 4, 2008, by and among Discovery Holding Company, a Delaware corporation (“DHC”), Discovery Communications, Inc. a Delaware corporation and Wholly-Owned Subsidiary of DHC (“New DHC), DHC Merger Sub, Inc., a Delaware corporation and Wholly-Owned Subsidiary of New DHC (“Merger Sub”), Advance/Newhouse Programming Partnership, a New York general partnership (“ANPP”), and with respect to Section 5.14 hereof only, Advance Publications, Inc., a New York corporation (“API”), and Newhouse Broadcasting Corporation, a New York corporation (“NBCo” and together with API, the “ANPP Parents”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 14th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services • New York
This Employment Agreement (“Agreement”) is made as of the date set forth on the signature page hereof (the “Effective Date), by and between Discovery Communications, LLC (“Company”), a wholly-owned subsidiary of Warner Bros. Discovery, Inc. and Gunnar Wiedenfels (“Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2008 • Discovery Communications, Inc. • Cable & other pay television services • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 17, 2008, by and between DISCOVERY COMMUNICATIONS, INC., a Delaware corporation (“New DHC”), and ADVANCE/NEWHOUSE PROGRAMMING PARTNERSHIP, a New York general partnership (“ANPP”).
TAX MATTERS AGREEMENT between AT&T Inc., on behalf of itself and the members of the Remainco Group and Magallanes, Inc., on behalf of itself and the members of the Spinco Group and Discovery, Inc. on behalf of itself and the members of the RMT Group...Tax Matters Agreement • May 20th, 2021 • Discovery, Inc. • Cable & other pay television services • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of May 17, 2021, by and among AT&T INC. (“Remainco”), a Delaware corporation, on behalf of itself and the members of the Remainco Group, MAGALLANES, INC. (“Spinco”), a Delaware corporation, on behalf of itself and the members of the Spinco Group, and DISCOVERY, INC. (“RMT Partner”), a Delaware corporation, on behalf of itself and the members of the RMT Group (Remainco, Spinco, and RMT Partner are sometimes collectively referred to herein as the “Parties” and, as the context requires, individually referred to herein as a “Party”).
