a2022630-exhibit1013






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 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 Delaware corporation, as the initial servicer (in such  capacity, the “Servicer”), and AT&T RECEIVABLES FUNDING II, LLC, a Delaware limited  liability company (the “Buyer”).  BACKGROUND:  A. The Originators, the Servicer and the Buyer are parties to the Agreement.  B. Concurrently herewith, the Seller, the Servicer, the Purchasers party thereto, the  Group Agents party thereto, PNC Bank, National Association, as administrative agent (in such  capacity, the “Administrative Agent”), and PNC Capital Markets LLC, as Structuring Agent, are  entering into that certain Sixth Amendment to Amended and Restated Receivables Purchase  Agreement, dated as of the date hereof (the “Sixth Amendment to A&R RPA”).  C. The parties hereto desire to amend the Agreement as set forth herein.  NOW, THEREFORE, in consideration of the foregoing and other good and valuable  consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto  hereby agree as follows:  SECTION 1. Definitions.  Capitalized terms used in this Amendment and not otherwise  defined herein shall have the meanings assigned thereto in the Purchase and Sale Agreement or in  the Receivables Purchase Agreement (as defined in the Purchase and Sale Agreement).  SECTION 2. Amendments to the Agreement.  The Agreement is hereby amended as set  forth in Exhibit A to this Amendment, with text marked in underline indicating additions to the  Agreement and with text marked in strikethrough indicating deletions to the Agreement.  SECTION 3. Representations and Warranties.  Each of the Originators, the Servicer and  the Buyer hereby represents and warrants as follows:  a. Representations and Warranties.  After giving effect to this Amendment, the  representations and warranties made by it in the Transaction Documents are true and correct as of  the date hereof (unless stated to relate solely to an earlier date, in which case such representations  or warranties were true and correct as of such earlier date).  b. Enforceability.  The execution and delivery by such Person of this Amendment,  and the performance of each of its obligations under this Amendment and the Agreement, as  amended hereby, are within each of its organizational powers and have been duly authorized by  





 






2 Third Amendment  to Purchase and Sale Agreement  all necessary organizational action on its part.  This Amendment and the Agreement, as amended  hereby, are such Person’s valid and legally binding obligations, enforceable in accordance with  their respective terms.  c. No Default.  Both before and immediately after giving effect to this Amendment  and the transactions contemplated hereby, no Purchase and Sale Termination Event, Unmatured  Purchase and Sale Termination Event, Event of Termination or Unmatured Event of Termination  exists or shall exist.  SECTION 4. Effect of Amendment.  All provisions of the Agreement, as expressly  amended and modified by this Amendment, shall remain in full force and effect. After this  Amendment becomes effective, all references in the Agreement (or in any other Transaction  Document) to “this Agreement”, “hereof”, “herein” or words of similar effect referring to the  Agreement shall be deemed to be references to the Agreement as amended by this Amendment.  This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or  supplement any provision of the Agreement other than as set forth herein.  SECTION 5. Effectiveness.  This Amendment shall become effective as of the date  hereof (the “Effective Date”) upon (i) receipt by the Administrative Agent of duly executed  counterparts of this Amendment and (ii) the effectiveness of the Sixth Amendment to A&R RPA  in accordance with the terms thereof.  SECTION 6. Amendment is a Transaction Document.  For the avoidance of doubt, this  Amendment shall constitute a Transaction Document for all purposes.  SECTION 7. Section Headings.  The various section headings in this Agreement are  included for convenience only and shall not affect the meaning or interpretation of any provision  of this Agreement.  SECTION 8. Governing Law.  THIS AMENDMENT, INCLUDING THE RIGHTS  AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND  CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK  (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF  THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF  LAW PROVISIONS THEREOF).  SECTION 9. SUBMISSION TO JURISDICTION.  EACH PARTY HERETO HEREBY  IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW  YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY, NEW YORK IN ANY  ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT,  AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN  RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED,  IN EACH CASE, IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED  BY LAW, IN SUCH FEDERAL COURT.  NOTHING IN THIS SECTION 9 SHALL AFFECT  THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY OTHER PURCHASER PARTY  TO BRING ANY ACTION OR PROCEEDING AGAINST ANY ORIGINATOR OR THE  





 






3 Third Amendment  to Purchase and Sale Agreement  SERVICER OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER  JURISDICTIONS.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE  FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN  INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR  PROCEEDING.  THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY  SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED  IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER  PROVIDED BY LAW.  EACH PARTY HERETO CONSENTS TO THE SERVICE OF ANY AND ALL  PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF  SUCH PROCESS TO IT AT ITS ADDRESS SPECIFIED IN THE TRANSACTION  DOCUMENTS.  NOTHING IN THIS SECTION 9 SHALL AFFECT THE RIGHT OF THE  PARTIES HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED  BY LAW.  SECTION 10. WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY  WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY  JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY  MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY  ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT.  SECTION 11. Counterparts.  This Amendment may be executed in any number of  counterparts, each of which when so executed shall be deemed to be an original and all of which  when taken together shall constitute one and the same agreement.  Delivery of an executed  counterpart hereof by facsimile or other electronic means shall be equally effective as delivery of  an originally executed counterpart.  SECTION 12. Severability.  Any provisions of this Amendment which are prohibited or  unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such  prohibition or unenforceability without invalidating the remaining provisions hereof, and any such  prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such  provision in any other jurisdiction.  [Signature Pages Follow] 





 






S-1 Third Amendment  to Purchase and Sale Agreement  741927063 19612138  IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed by  its duly authorized officer as of the date and year first above written.  AT&T RECEIVABLES FUNDING II, LLC,  as Buyer  By:_______________________________________  Name: Andrew B. Keiser  Title: Assistant Treasurer  TURNER BROADCASTING SYSTEM, INC.,  as an Originator and as Servicer  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  HOME BOX OFFICE, INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  HBO DIGITAL SERVICES, INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  HBO HOME ENTERTAINMENT, INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  





 






S-1 Third Amendment  to Purchase and Sale Agreement  741927063 19612138  IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed by  its duly authorized officer as of the date and year first above written.  AT&T RECEIVABLES FUNDING II, LLC,  as Buyer  By:_______________________________________  Name: Andrew B. Keiser  Title: Assistant Treasurer  TURNER BROADCASTING SYSTEM, INC.,  as an Originator and as Servicer  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  HOME BOX OFFICE, INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  HBO DIGITAL SERVICES, INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  HBO HOME ENTERTAINMENT, INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  





 






S-2 Third Amendment  to Purchase and Sale Agreement  741927063 19612138  AC HOLDINGS, INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  BLEACHER REPORT, INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  CABLE NEWS NETWORK, INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  CARTOON INTERACTIVE GROUP, INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  CNN INTERACTIVE GROUP, INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  





 






S-3 Third Amendment  to Purchase and Sale Agreement  741927063 19612138  COURTROOM TELEVISION NETWORK, LLC,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  GREAT BIG STORY, LLC,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  TBS INTERACTIVE GROUP, INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  THE CARTOON NETWORK, INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  TNT INTERACTIVE GROUP, INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  





 






S-4 Third Amendment  to Purchase and Sale Agreement  741927063 19612138  TURNER CLASSIC MOVIES, INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  TURNER NETWORK TELEVISION, INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  TURNER SPORTS, INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  TURNER SPORTS INTERACTIVE, INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  WARNER BROS. CONSUMER PRODUCTS  INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  





 






S-5 Third Amendment  to Purchase and Sale Agreement  741927063 19612138  WARNER BROS. DISTRIBUTING INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  WARNER BROS. WORLDWIDE TELEVISION  DISTRIBUTION INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  WARNER BROS. INTERNATIONAL  TELEVISION DISTRIBUTION INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  WB STUDIO ENTERPRISES INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  HORIZON SCRIPTED TELEVISION INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  





 






S-6 Third Amendment  to Purchase and Sale Agreement  741927063 19612138  HORIZON ALTERNATIVE TELEVISION INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  BONANZA PRODUCTIONS INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  TELEPICTURES PRODUCTIONS INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  SHED MEDIA US INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  WARNER HORIZON TELEVISION INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  WARNER BROS. HOME ENTERTAINMENT  INC.,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  





 






S-7 Third Amendment  to Purchase and Sale Agreement  741927063 19612138  XANDR INC.,  as an Originator  By:_______________________________________  Name: Andrew B. Keiser  Title: Assistant Treasurer  DIRECTV, LLC,  as an Originator  By:_______________________________________  Name: Andrew B. Keiser  Title: Vice President and Assistant  Treasurer  WARNERMEDIA DIRECT, LLC,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  





 






S-7 Third Amendment  to Purchase and Sale Agreement  741927063 19612138  XANDR INC.,  as an Originator  By:_______________________________________  Name: Andrew B. Keiser  Title: Assistant Treasurer  DIRECTV, LLC,  as an Originator  By:_______________________________________  Name: Andrew B. Keiser  Title: Vice President and Assistant  Treasurer  WARNERMEDIA DIRECT, LLC,  as an Originator  By:_______________________________________  Name: Charles A. Mostella  Title: Vice President and Assistant  Treasurer  





 






 





 






 





 






 





 






 





 






 





 






 





 






 





 






 





 






Exhibit A Third Amendment  to Purchase and Sale Agreement  741927063 19612138  Exhibit A  AMENDMENTS TO PURCASE AND SALE AGREEMENT  [attached]  





 






EXHIBIT A TO THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT,         DATED AS OF JUNE 10, 2021