CREDIT AGREEMENT SUPPLEMENT NO. 1

EXHIBIT 10.3

CREDIT AGREEMENT SUPPLEMENT NO. 1

     This CREDIT AGREEMENT SUPPLEMENT NO. 1, dated as of May 14, 2009 (this “ Agreement ”; capitalized terms not otherwise defined herein having the meanings provided in Article I below), among DISCOVERY COMMUNICATIONS HOLDING, LLC , a Delaware limited liability company (the “ Borrower ”), the lenders who are signatories to this Agreement (the “ Term C Lenders ”), 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 the establishment of an Additional Term Facility pursuant to Section 2.03 of the Credit Agreement and each Term B Lender has been offered the opportunity to participate in such Additional Term Facility;

      WHEREAS , each Term C Lender has been approved by the Borrower and the Administrative Agent for purposes of Section 11.06(b)(iii) of the Credit Agreement; and

      WHEREAS , the Term C Lenders are, on the terms and conditions stated below, willing to provide an Additional Term Facility on the terms and conditions of this Agreement and the Credit Agreement, as supplemented by this Agreement;

      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 VI
DEFINITIONS

     6.01 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, as amended by Amendment No. 1 dated as of May 14, 2009, each among the Borrower, the Lenders party thereto and the Administrative Agent.

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

     6.02 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.

     6.03 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 VII
ADDITIONAL TERM FACILITY

     Effective as of the Agreement Effective Date, the Credit Agreement is supplemented to establish an Additional Term Facility (this “ Facility ” or the “ Term C Facility ”), as follows:

     7.01 Additional Term Commitments. The Additional Term Commitment of each Term C Lender under this Facility is set forth on Schedule 2.01 opposite the name of such Term C Lender under the caption “Term C Commitment”. Such Additional Term Commitments are sometimes referred to herein and in the other Loan Documents as the “ Term C Commitments ”.

     7.02 Additional Term Loans. Notwithstanding anything to the contrary in Section 2.02(b) of the Credit Agreement, each Term C Lender shall make the amount of the Additional Term Loan of such Term C Lender under this Facility (each a “ Term C Loan ”) available to the Administrative Agent on the Agreement Effective Date pursuant to Section 2.01(b) of the Credit Agreement in the amount of 100% thereof (subject to receipt of the 2.00% fee contemplated by Section 3.01(c)(i)) , in full satisfaction of the Term C Commitment of such Term C Lender. Upon such funding, the Administrative Agent will make all funds so received available to the Borrower in the manner set forth in Section 2.02(b) of the Credit Agreement. Upon such funding by the Administrative Agent, the Borrower shall be obligated to such Term C Lender in respect of the full principal amount of its Term C Loan (in the amount of its Term C Commitment) on the terms and conditions of this Agreement and the Credit Agreement, as supplemented by this Agreement. Additional Term Borrowings under the Term C Facility are sometimes referred to herein and in the other Loan Documents as “ Term C Borrowings ”.

     7.03 Applicable Rate . The Applicable Rate for this Facility shall be (a) 2.25% per annum for Base Rate Loans and (b) 3.25% per annum for Eurodollar Rate Loans.

     7.04 Base Rate; Eurodollar Rate. (a) For purposes of each Base Rate Loan under this Facility, notwithstanding the definition for such term in the Credit Agreement, the Base Rate for any day with respect to such Base Rate Loan shall be the greater of (i) 3.00% per annum and (ii) the rate per annum otherwise calculated as the Base Rate for such day.

     (b) For purposes of each Eurodollar Rate Loan under this Facility, notwithstanding the definition for such term in the Credit Agreement, the Eurodollar Rate for any Interest Period with respect to such Eurodollar Rate Loan shall be the greater of (i) 2.00% per annum and (ii) the rate per annum otherwise calculated as the Eurodollar Rate for such Interest Period.

     7.05 Maturity Date . The Maturity Date for this Facility shall be May 14, 2014.

     7.06 Maximum Interest Periods; Initial Borrowing . After giving effect to the Term C Borrowing on the Agreement Effective Date, and all conversions of Term C Loans from one Type to the other, and all continuations of Term C Loans as the same Type, there shall be not more than five (5) Interest Periods in effect in respect of the Term C Facility. Anything in Section 2.02 of the Credit Agreement notwithstanding, the Borrower may only select the Eurodollar Rate for Term C Loans on or after the Agreement Effective Date (or any earlier day agreed by the Administrative Agent).

     7.07 Repayment of Additional Term Loans . The Borrower shall repay to the Term C Lenders the aggregate principal amount of all Term C Loans outstanding on the following dates in the respective amounts set forth opposite such dates (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.04(a) or 2.04(b) of the Credit Agreement, as the case may be):

; provided , however , that the final principal repayment installment of the Term C Loans shall be repaid on the Maturity Date for the Term C Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term C Loans outstanding on such date.

     7.08 Use of Proceeds . The Borrower shall use the pr