REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services • New York
This REGISTRATION RIGHTS AGREEMENT dated March 15, 2022 (this “Agreement”) is entered into by and among Magallanes, Inc., a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC as representatives of the several initial purchasers listed in Schedule 1-A to the Purchase Agreement (defined below) (collectively, the “Initial Purchasers”).
SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of April 7, 2022 by and among AT&T RECEIVABLES FUNDING II, LLC, as Seller, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Purchasers and as Group Agents, PNC BANK, NATIONAL...Receivables Purchase Agreement • April 12th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services • New York
This Second AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of April 7, 2022, by and among the following parties:
CREDIT AGREEMENT Dated as of June 4, 2021 among MAGALLANES, INC., as Borrower, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent GOLDMAN SACHS BANK USA as Syndication Agent, and BANK OF AMERICA, N.A., BARCLAYS BANK PLC, BNP...Credit Agreement • April 12th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 4, 2021, among MAGALLANES, INC., a Delaware corporation (as further defined in Section 1.01, the “Borrower”), each lender from time to time party hereto (as further defined in Section 1.01, collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent.
MAGALLANES, INC., AS ISSUER, AT&T INC., AS PARENT GUARANTOR (prior to completion of the Merger), AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE INDENTURE DATED AS OF MARCH 15, 2022 3.428% SENIOR NOTES DUE 2024 3.528% SENIOR NOTES DUE...Indenture • April 12th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services • New York
INDENTURE, dated as of March 15, 2022, between Magallanes, Inc., a Delaware corporation (the “Company”), AT&T Inc., a Delaware corporation (“AT&T”), as Parent Guarantor (prior to completion of the Merger), and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 11, 2022 is made by and among Warner Bros. Discovery, Inc. (the “Corporation”), formerly known as Discovery, Inc. (“Discovery”), on the one hand, and each of Advance/Newhouse Partnership, a New York general partnership (“ANP”), and Advance/Newhouse Programming Partnership, a New York general partnership (“ANPP” and, together with ANP, collectively, the “Advance Stockholders”), on the other hand, to amend and restate the terms and conditions of that certain Registration Rights Agreement, dated as of September 17, 2008, by and between Discovery and ANPP (as previously amended, restated, supplemented or modified, the “Original Agreement”).
DISCOVERY COMMUNICATIONS, LLC, Issuer WARNER BROS. DISCOVERY, INC., Parent Guarantor MAGALLANES, INC., a Subsidiary Guarantor (as defined herein) and Trustee TWENTY-FIRST SUPPLEMENTAL INDENTURE DATED AS OF APRIL 8, 2022 TO INDENTURE DATED AS OF AUGUST...Supplemental Indenture • April 12th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services • New York
TWENTY-FIRST SUPPLEMENTAL INDENTURE, dated as of April 8, 2022 (the “Supplemental Indenture”), to the Base Indenture (defined below) among Discovery Communications, LLC, a Delaware limited liability company (the “Company”), Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.), a Delaware corporation (the “Parent Guarantor”), Magallanes, Inc., a Delaware corporation (“Magallanes”), and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”).
First Supplemental IndentureFirst Supplemental Indenture • April 12th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of April 8, 2022 (this “Supplemental Indenture”), among Warner Bros. Discovery, Inc., a Delaware corporation (the “Parent Guarantor”), Discovery Communications, LLC (“DCL”), Scripps Networks Interactive, Inc., an Ohio corporation (“Scripps”, and together with DCL, the “Subsidiary Guarantors” and each a “Subsidiary Guarantor”), Magallanes, Inc. (the “Company”), and U.S. Bank Trust Company, National Association, as Trustee under the Indenture referred to below (the “Trustee”).
INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • April 12th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of April 8, 2022, is made and entered into by and between AT&T Inc., a Delaware corporation (“AT&T”) and AT&T Intellectual Property LLC, a Delaware corporation (“IP HoldCo”, and together with AT&T, the “AT&T Parties”), on the one hand, and Magallanes, Inc., a Delaware corporation (“Spinco”), on the other hand.
TRANSITION SERVICES AGREEMENT by and between AT&T SERVICES, INC. and MAGALLANES, INC. Dated as of April 8, 2022Transition Services Agreement • April 12th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of April 8, 2022 (the “Effective Date”), by and between AT&T SERVICES, INC., a Delaware corporation (“AT&T”), and MAGALLANES, INC., a Delaware corporation (“Spinco” and together with AT&T, each, a “Party” and together, the “Parties”).
PERFORMANCE GUARANTYPerformance Guaranty • April 12th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services • New York
This Performance Guaranty (this “Performance Guaranty”), dated as of April 7, 2022, is made by Discovery, Inc., a Delaware corporation (together with its successors and permitted assigns, the “Performance Guarantor”), in favor of PNC Bank, National Association (“PNC”), as administrative agent under the Receivables Purchase Agreement defined below (together with its successors and assigns in such capacity, the “Administrative Agent”), for the benefit of the Seller, the Administrative Agent, the Purchasers and the other Group Agents under the Receivables Purchase Agreement defined below. Capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in, or by reference in, the Receivables Purchase Agreement (defined below).
DISCOVERY COMMUNICATIONS, LLC, Issuer WARNER BROS. DISCOVERY, INC., Parent Guarantor MAGALLANES, INC., Subsidiary Guarantor and Trustee TWENTIETH SUPPLEMENTAL INDENTURE DATED AS OF APRIL 8, 2022 TO INDENTURE DATED AS OF AUGUST 19, 2009 Relating To...Twentieth Supplemental Indenture • April 12th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services • New York
TWENTIETH SUPPLEMENTAL INDENTURE, dated as of April 8, 2022 (the “Supplemental Indenture”), to the Base Indenture (defined below) among Discovery Communications, LLC, a Delaware limited liability company (the “Company”), Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.), a Delaware corporation (the “Parent Guarantor”), Magallanes, Inc., a Delaware corporation (the “Subsidiary Guarantor”) and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”).
