0001437107-22-000209 Sample Contracts

Third Amended and Restated Receivables Purchase Agreement Dated as of July 5, 2022 by and among Warner Bros. Discovery Receivables Funding, LLC, as Seller, The Persons from time to time party hereto, as Purchasers and as Group Agents, PNC Bank,...
Receivables Purchase Agreement • August 5th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services • New York

This Third Amended and Restated Receivables Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of July 5, 2022, by and among the following parties:

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EMPLOYEE NQSO AGREEMENT #ParticipantName# Dear #ParticipantFirstName#, Congratulations, you have been given a stock option grant in recognition of your contributions to the success of Warner Bros. Discovery, Inc. (the “Company”). A stock option grant...
Employee Nqso Agreement • August 5th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services • Delaware
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Joinder Agreement Joinder Agreement • August 5th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services
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AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • August 5th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) dated as of August 2, 2022, is entered into among DISCOVERY COMMUNICATIONS, LLC (the “Company”), WARNER BROS. DISCOVERY, INC. (formerly known as Discovery, Inc.), as the Facility Guarantor (“Discovery”), SCRIPPS NETWORKS INTERACTIVE, INC., as a Guarantor (“Scripps”), WARNERMEDIA HOLDINGS, INC., as a Guarantor (“WarnerMedia”), the Lenders party hereto constituting the Required Lenders, and BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) under that certain Credit Agreement dated as of June 9, 2021 (as amended, supplemented or otherwise modified prior to the date hereof, including as amended by Amendment No. 1 to Credit Agreement dated as of July 30, 2021, the “Credit Agreement”), among Company, the Designated Borrowers from time to time party thereto, Discovery, Scripps, WarnerMedia, the other Guarantors from time to time party thereto, the Lenders fro

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Counterpart to Registration Rights Agreement
Registration Rights Agreement • August 5th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services

The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated March 15, 2022 by and among Magallanes, Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC) to be bound by the terms and provisions of such Registration Rights Agreement.

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EXECUTION COPY 1008327189v2 PURCHASE AND SALE AGREEMENT Dated as of March 27, 2019 among VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO, as Originators, TURNER BROADCASTING SYSTEM, INC., as a Servicer, and AT&T RECEIVABLES FUNDING II, LLC, as Buyer
Execution Copy 1008327189v2 Purchase and Sale Agreement • August 5th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services • New York
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JOINDER AGREEMENT
Joinder Agreement • August 5th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services • New York

THIS JOINDER AGREEMENT, dated as of June 30, 2020 (this “Agreement”) is executed by WarnerMedia Direct, LLC, a Delaware limited liability company (the “Additional Originator”).

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AMENDMENT TO SEPARATION AND DISTRIBUTION AGREEMENT
Separation and Distribution Agreement • August 5th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services

This Amendment (this “Amendment”) is made and entered into as of April 8, 2022, by and among AT&T Inc. (“Remainco”), Magallanes, Inc. (“Spinco”) and Discovery, Inc. (“RMT Partner”). Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Separation and Distribution Agreement (as defined below).

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SECOND ADDENDUM TO EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • August 5th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services

THIS SECOND ADDENDUM TO THE EMPLOYEE MATTERS AGREEMENT (this “Second Addendum”), dated as of April 8, 2022 (the “Effective Date”), is made by and among AT&T, Inc., a Delaware corporation (“Remainco”), Magallanes, Inc., a Delaware corporation (“Spinco”), and Discovery, Inc., a Delaware corporation (“RMT Partner”).

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EXECUTION COPY Third Amendment to Purchase and Sale Agreement 741927063 19612138 THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT, dated as of June 10, 2021 (this “Amendment”), is entered into among...
Purchase and Sale Agreement • August 5th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services • New York
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Joinder Agreement
Joinder Agreement • August 5th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services • New York

This Joinder Agreement, dated as of July 5, 2022 (this “Agreement”) is executed by the Various Entities listed on Schedule I hereto (collectively, the “Additional Originators” and each, an “Additional Originator”).

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Contract
Joinder Agreement Joinder Agreement • August 5th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services
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FIRST ADDENDUM TO EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • August 5th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services

THIS FIRST ADDENDUM TO THE EMPLOYEE MATTERS AGREEMENT (this “First Addendum”), dated as of April 8, 2022 (the “Effective Date”), is made by and among AT&T, Inc., a Delaware corporation (“Remainco”), Magallanes, Inc., a Delaware corporation (“Spinco”), and Discovery, Inc., a Delaware corporation (“RMT Partner”).

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March 29, 2022
Merger Agreement • August 5th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services

Reference is made to (i) that certain Agreement and Plan of Merger, dated as of May 17, 2021 (as amended by Amendment No. 1, dated as of November 18, 2021, the “Merger Agreement”), by and among AT&T Inc., a Delaware corporation (“Remainco”), Magallanes, Inc., a Delaware corporation and a wholly owned subsidiary of Remainco (“Spinco”), Discovery, Inc., a Delaware corporation (“RMT Partner”), and Drake Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of RMT Partner (“Merger Sub”), (ii) that certain Separation and Distribution Agreement, dated as of May 17, 2021 (the “Separation and Distribution Agreement”), by and among Remainco, Spinco and RMT Partner, (iii) that certain letter agreement re: Regulatory Approvals, dated as of July 1, 2021 (the “First Regulatory Approvals Letter”), between Remainco and RMT Partner, and (iv) that certain letter agreement re: Regulatory Approvals, dated as of July 7, 2021 (the “Second Regulatory Approvals Letter”) between Remainco and

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AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 5th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services

This Amendment No. 2 (this “Amendment No. 2”) is made and entered into as of April 8, 2022, by and among AT&T Inc. (“Remainco”), Magallanes, Inc. (“Spinco”), Discovery, Inc. (“RMT Partner”) and Drake Subsidiary, Inc. (“Merger Sub”). Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Merger Agreement (as defined below).

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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • August 5th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment and Waiver”) dated as of August 2, 2022, is entered into among WARNERMEDIA HOLDINGS, INC. (formerly known as Magallanes, Inc.) (the “Borrower”), WARNER BROS. DISCOVERY, INC. (formerly known as Discovery, Inc.), as a Guarantor (“Discovery”), SCRIPPS NETWORKS INTERACTIVE, INC., as a Guarantor (“Scripps”), DISCOVERY COMMUNICATIONS, LLC, as a Guarantor (“DCL”), the Lenders party hereto constituting the Required Lenders, and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) under that certain Credit Agreement dated as of June 4, 2021 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among the Borrower, Discovery, Scripps, DCL, the other Guarantors from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent.

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EXECUTION VERSION CONFIDENTIAL 4875-8201-6788 v.1 1007736119v5 AT&T Inc. 208 S. Akard Street Dallas, TX 75202 April 8, 2022 Discovery, Inc. 230 Park Avenue South New York, NY 10003 Attention: Bruce Campbell With copy to: Debevoise & Plimpton LLP 919...
Warner Bros. Discovery, Inc. • August 5th, 2022 • Cable & other pay television services
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FIRST AMENDMENT AND JOINDER TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • August 5th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services • New York

THIS FIRST AMENDMENT AND JOINDER TO PURCHASE AND SALE AGREEMENT, dated as of June 26, 2019 (this “Amendment”) is entered into among the Originators (the “Originators”) party to the Purchase and Sale Agreement, dated as of March 27, 2019 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Agreement”), TURNER BROADCASTING SYSTEM, INC., a Georgia corporation, as the initial servicer (in such capacity, the “Servicer”), AT&T RECEIVABLES FUNDING II, LLC, a Delaware limited liability company (the “Buyer”), and the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO (collectively, the “Additional Originators” and each, an “Additional Originator”).

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EXECUTION COPY Second Amendment to Purchase and Sale Agreement 1008327295v2 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT, dated as of June 12, 2020 (this “Amendment”), is entered into among the...
Purchase and Sale Agreement • August 5th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services • New York
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