FIFTH SUPPLEMENTAL INDENTURE (this Fifth Supplemental Indenture) dated as of [●], 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), 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 June 1, 1998, as amended and supplemented by the First Supplemental Indenture, dated as of January 11, 2001, the Second Supplemental Indenture, dated as of April 16, 2009, the Third Supplemental Indenture, dated as of December 3, 2009 and the Fourth Supplemental Indenture, dated as of June 14, 2018, and as further amended and supplemented hereby (the Indenture), under which the Company has issued U.S.$1,000,000,000 of its 6 5/8% Debentures due 2029 (the 6 5/8% Debentures);
WHEREAS, Section 9.02 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 all series affected by such supplemental indenture (acting as one class), 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 6 5/8% Debentures to certain proposed amendments (the Proposed Amendments) to the Indenture as described in the prospectus, dated as of May [●], 2019, 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 6 5/8% Debentures for new notes issued by AT&T, and in the offer to purchase, dated as of May , 2019, setting forth the terms and conditions of the offers by AT&T to purchase for cash any and all of the outstanding 6 5/8% Debentures, and set forth in Section 2 of this Fifth Supplemental Indenture;
WHEREAS, AT&T has received and caused to be delivered to the Trustee evidence of the consents from Holders of at least a majority of the outstanding aggregate principal amount of the 6 5/8% Debentures to effect the Proposed Amendments under the Indenture with respect to the 6 5/8% Debentures;