SECOND SUPPLEMENTAL INDENTURE (this Second Supplemental Indenture) dated as of [●], 2019, among WARNER MEDIA, LLC, a Delaware limited liability company and successor by merger to TIME WARNER INC. (the Company), HISTORIC TW INC., a Delaware corporation (HTW), HOME BOX OFFICE, INC., a Delaware corporation (HBO), TURNER BROADCASTING SYSTEM, INC., a Georgia corporation (TBS), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the Trustee).
W I T N E S S E T H
WHEREAS, the Company, HTW, HBO and TBS have executed and delivered to the Trustee an Indenture, dated as of March 11, 2010, as amended and supplemented by the First 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.$500,000,000 of its 4.00% Notes due 2022, (ii) U.S.$500,000,000 of its 3.40% Notes due 2022, (iii) 700,000,000 of its 1.95% Notes due 2023, (iv) U.S.$500,000,000 of its 4.05% Notes due 2023, (v) U.S.$750,000,000 of its 3.55% Notes due 2024, (vi) U.S.$1,500,000,000 of its 3.60% Notes due 2025, (vii) U.S.$600,000,000 of its 3.875% Notes due 2026, (viii) U.S.$800,000,000 of its 2.95% Notes due 2026, (ix) U.S.$1,500,000,000 of its 3.80% Notes due 2027, (x) U.S.$600,000,000 of its 6.200% Debentures due 2040, (xi) U.S.$1,000,000,000 of its 6.10% Debentures due 2040, (xii) U.S.$1,000,000,000 of its 6.25% Debentures due 2041, (xiii) U.S.$500,000,000 of its 5.375% Debentures due 2041, (xiv) U.S.$500,000,000 of its 4.90% Debentures due 2042, (xv) U.S.$500,000,000 of its 5.35% Debentures due 2043, (xvi) U.S.$600,000,000 of its 4.65% Debentures due 2044 and (xvii) U.S.$900,000,000 of its 4.85% Debentures due 2045 (collectively, the Notes);
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 Notes 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 Notes for new notes issued by AT&T, and set forth in Section 2 of this Second 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 Notes to effect the Proposed Amendments under the Indenture with respect to the Notes;