Amendment

Amendment. Effective as of the date of this Amendment, the following changes are made to the Agreement.

Amendment. The amendment to the Company's articles of incorporation that increases the number of authorized shares of Common Stock to 50,000,000 shares of Common Stock from 25,000,000 shares of Common Stock.

Amendment. This Amendment shall become effective once it has been duly executed by, and delivered to, the parties hereto.

Amendment. Effective as of the Effective Date (as defined in Section 3 hereof), the Existing Agreement is hereby amended as follows:(a) The defined term "Maximum Facility Amount" in Section 1.1 shall be amended by deleting therein the word "$160,000,000" and replacing it with "$210,000,000". (b) Section 2.1 of the Existing Agreement is amended by adding the following new sentence at the end thereof:"Notwithstanding the foregoing, if Purchaser has arranged for a participant to fund any of the proposed... Receivables included in any Purchase Request, and Purchaser has not received the required funds from such participant prior to 2:00 p.m. (New York City time) on the such Purchase Date, Purchaser shall notify the relevant Seller of such Receivables that such funds have not been received and Purchaser will have no obligation to purchase such Receivables on such Purchase Date (but may purchase the other Receivables included in the relevant Purchase Request); in such event, such Seller may in its discretion submit a new Purchase Request with respect to such Receivables." (c) Section 5.4 of the Existing Agreement is amended by deleting the words "fifteen (15) days" from the second sentence thereof and replacing them with the following: "thirty (30) days". (d) Section 9.2(n) of the Existing Agreement is amended by adding the following immediately preceding the period at the end thereof:"; provided, that if the Approved Obligor of such Purchased Receivables is any of Covidien AG, Covidien LP, Medtronic - Cryocath LP, Medtronic Europe S.A.R.L, Medtronic Inc., Medtronic International Trading SARL, Medtronic Japan Co LTD, Medtronic Navigation, or Medtronic Singapore Operations Pte Ltd., the Maturity Date for such Purchased Receivable is not more than ninety (90) days after the issuance date of the Invoice with respect thereto." (e) Schedule A to the Existing Agreement shall be amended and restated in its entirety to read as set out on Annex A attached to this Amendment. View More

Amendment. 8.11 Amendment.

Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Credit Agreement is hereby amended as follows:

Amendment. From and after the date of the Amendment, references to the Agreement shall mean the Original Agreement as amended by this Amendment.

Amendment. Section 13(a) of the LLC Agreement is hereby amended and restated as follows: "(a) Except as otherwise expressly provided herein, management of the Company shall be vested in a board of managers of the Company (the "Board"; and each member of the Board, a "Manager") comprised of (i) the CEO (as defined below) and two (2) other natural persons appointed by the Member until the effectiveness of Frederick Chin's resignation from the Board on December 31, 2022 and (ii) two (2) natural persons... appointed by the Member from and after the effectiveness of Frederick Chin's resignation from the Board on December 31, 2022. The Board shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, to effectuate and carry out the purposes and business of the Company. To the extent of their powers set forth herein, the Board is an agent of the Company for the purpose of the Company's business and affairs, and the actions of the Board taken in accordance with such powers set forth herein shall bind the Company. Notwithstanding the last sentence of Section 18-402 of the Act, except as set forth in a duly adopted resolution of the Board that is not inconsistent with this Agreement and the Plan, no individual Manager, in his or her capacity as such, shall have any authority to bind the Company. The Managers as of November 30, 2022 are Frederick Chin, Richard Nevins and M. Freddie Reiss and will be Richard Nevins and M. Freddie Reiss following the effectiveness of Frederick Chin's resignation from the Board on December 31, 2022. View More

Amendment. Shall constitute a transaction document for all purposes of the Purchase Agreements, the August 2022 Notes and the August 2022 Warrants and the other transaction documents.

Amendment. The definition of "Consolidated EBITDA" in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety with the following:""Consolidated EBITDA" means, for any Measurement Period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) the provision for Federal,... state, local and foreign income taxes payable by the Borrower and its Subsidiaries for such period, (iii) depreciation and amortization expense (other than Film Rights Amortization, but including (x) amortization expense from launch and representation rights and (y) amortization of capitalized fees related to any Permitted Securitization Financing), (iv) expenses related to long term incentive plans of the Borrower and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period, (v) amounts attributable to a minority interest in any Subsidiary of the Borrower held by a Person (other than the Borrower or another Subsidiary of the Borrower) which do not represent a cash item in such period, (vi) amounts attributable to losses in respect of equity interests in unconsolidated Persons which do not represent a cash item in such period, (vii) other non-recurring expenses or losses of the Borrower and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period and (viii) restructuring costs, charges or expenses of the Borrower and its Subsidiaries for such period, whether or not classified as restructuring costs, charges or expenses under GAAP (including severance costs, integration costs, restructuring costs related to acquisitions and to closure, integration or consolidation of facilities, locations or new product (or new technology) or new services, facilities' opening costs, team or key employee hirings, establishment of de novo teams, and other business optimization expenses, curtailments or modifications to pension and post-retirement employee benefit plans, retention or completion bonuses and any expense related to any reconstruction, de-commissioning or reconfiguration of fixed assets for alternate use and charges in connection with non-ordinary course product and intellectual property development), provided that the aggregate amount added back to Consolidated EBITDA pursuant to this clause (viii) for such period shall not exceed 15% of Consolidated EBITDA (calculated prior to giving effect to the add back permitted pursuant to this clause (viii)) for such period, plus (b) losses to the extent related to (x) the implementation of direct-to-consumer platforms of Discovery, the Borrower and their respective subsidiaries and (y) the provision of coverage for the 2020 Summer Olympics by Discovery, the Borrower and their respective subsidiaries; provided that the aggregate amount of add-backs pursuant to the immediately preceding clauses (x) and (y) collectively shall be capped at (1) $750,000,000 for any Measurement Period ending on or after September 30, 2021, through and including June 30, 2022, (2) $500,000,000 for any Measurement Period ending on or after September 30, 2022, through and including June 30, 2023, (3) $250,000,000 for any Measurement Period ending on or after September 30, 2023, through and including June 30, 2024 and (4) $0 thereafter, plus (c) the amount of expense, charge, loss or discount on sale of receivables, Securitization Assets and related assets to any Securitization Subsidiary in connection with a Permitted Securitization Financing, and minus (d) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits of the Borrower and its Subsidiaries for such period and (ii) non-recurring gains of the Borrower and its Subsidiaries increasing such Consolidated Net Income which do not represent a cash item in such period or any future period. Upon and after consummation of the Combination Transactions, all of the foregoing references to Subsidiaries of the Borrower in this definition shall be deemed to include each Subsidiary Guarantor and its Subsidiaries." View More