FOURTEENTH SUPPLEMENTAL INDENTURE (this Fourteenth Supplemental Indenture) dated as of May 21, 2019, among HISTORIC TW INC., a Delaware corporation (the Company), Warner Media, LLC, a Delaware limited liability company and successor by merger to TIME WARNER INC. (WM), HISTORIC AOL LLC (formerly known as AOL LLC), a Delaware limited liability company (AOL), TURNER BROADCASTING SYSTEM, INC., a Georgia corporation (TBS), HOME BOX OFFICE, INC., a Delaware corporation (HBO), and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York, as successor trustee to The Chase Manhattan Bank (formerly known as Chemical Bank)), a New York banking corporation, as trustee (the Trustee).
W I T N E S S E T H
WHEREAS, the Company, WM, AOL, TBS and HBO have executed and delivered to the Trustee an Indenture, dated as of January 15, 1993, as amended and supplemented by the First Supplemental Indenture, dated as of June 15, 1993, the Second Supplemental Indenture, dated as of October 10, 1996, the Third Supplemental Indenture, dated as of December 31, 1996, the Fourth Supplemental Indenture, dated as of December 17, 1997, the Fifth Supplemental Indenture, dated as of January 12, 1998, the Sixth Supplemental Indenture, dated as of March 17, 1998, the Seventh Supplemental Indenture, dated as of January 11, 2001, the Eighth Supplemental Indenture, dated as of February 23, 2009, the Ninth Supplemental Indenture, dated as of April 16, 2009, the Tenth Supplemental Indenture, dated as of December 3, 2009, the Eleventh Supplemental Indenture, dated as of November 17, 2016, the Twelfth Supplemental Indenture, dated as of December 22, 2017 and the Thirteenth Supplemental Indenture, dated as of June 14, 2018, and as further amended and supplemented hereby (the Indenture), under which the Company has issued (i) U.S.$1,000,000,000 of its 9.15% Debentures due 2023 (the 2023 Notes), (ii) U.S.$450,000,000 of its 7.57%% Debentures due 2024 (the 2024 Notes), (iii) U.S.$400,000,000 of its 6.85% Debentures due 2026 (the 2026 Notes), (iv) U.S.$500,000,000 of its 6.95% Debentures due 2028 (the 2028 Notes) and (v) U.S.$200,000,000 of its 8.30% Discount Debentures due 2036 (the 2036 Notes and, together with the 2023 Notes, the 2024 Notes, the 2026 Notes and the 2028 Notes, the Notes);
WHEREAS, Section 902 of the Indenture provides, among other things, that, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may, subject to certain exceptions noted therein, enter into a supplemental indenture for the purpose of adding any provisions to or changing in any manner or eliminating any provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under the Indenture;
WHEREAS, AT&T Inc., a Delaware corporation (AT&T) has solicited consents from the Holders of the Notes to certain proposed amendments (the Proposed Amendments) to the Indenture as described in the prospectus, dated as of May 13, 2019 (the Prospectus), filed with the Securities and Exchange Commission, forming part of AT&Ts Registration Statement on Form S-4, setting forth the terms and conditions of the offers by AT&T to exchange any and all of the outstanding Notes for new notes issued by AT&T, and in the offer to purchase, dated as of May 2, 2019, setting forth the terms and conditions of the offers by AT&T to purchase for cash any and all of the outstanding Notes, and set forth in Section 2 of this Fourteenth Supplemental Indenture;