EX-4.2
Published on February 26, 2026
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 5, 2025, by and between Liberty Media Corporation, a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H:
WHEREAS, the Company and the Trustee entered into an Indenture, dated as of September 14, 2023 (the “Indenture”), providing for the issuance of the Company’s 2.375% Exchangeable Senior Debentures due 2053 (the “Debentures”);
WHEREAS, pursuant to Section 8.01(g) of the Indenture, the Company and the Trustee may enter into an amendment or supplement to the Indenture without the consent of the holders of any of the Debentures outstanding on the date of this Supplemental Indenture to, among other things, surrender any right or power conferred upon the Company;
WHEREAS, (i) Section 11.02 of the Indenture provides the Company with the right, upon exchange of a Debenture, to elect to deliver to the holder thereof the Reference Shares attributable to such Debenture or cash or a combination of Reference Shares and cash having a value equal to the Current Market Price of the Reference Shares attributable to such Debenture, (ii) Section 12.01 of the Indenture provides the Company with the right to elect to pay for the Put Purchase Price through the delivery of Reference Shares or in cash or in a combination of Reference Shares and cash having a value equal to the Put Purchase Price, and (iii) Section 12.02 of the Indenture provides the Company with the right to elect to pay for the Fundamental Change Repurchase Price through the delivery of Reference Shares or in cash or in a combination of Reference Shares and cash having a value equal to the Fundamental Change Repurchase Price;
WHEREAS, the Company intends to supplement the Indenture to surrender its right to elect to deliver Reference Shares or a combination of Reference Shares and cash (i) upon exchange of a Debenture, (ii) to pay the Put Purchase Price and (iii) to pay the Fundamental Change Repurchase Price;
WHEREAS, after the date of this Supplemental Indenture, the Company may (i) satisfy its exchange obligation solely in cash, (ii) pay the Put Purchase Price solely in cash and (iii) pay the Fundamental Change Repurchase Price solely in cash; and
WHEREAS, all things necessary to make this Supplemental Indenture a valid, binding and legal agreement of the Company have been done.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Debentures as follows:
(a)The first paragraph of Section 11.02(a) of the Indenture is hereby amended to include the following as a new paragraph at the end thereof:
“Notwithstanding anything to the contrary in this Indenture or the Debentures, the Company shall elect to satisfy its exchange obligation solely in cash with respect to any exchange of a Debenture for which the applicable Exchange Date is on or after December 5, 2025.”
(b)Section 11.06 of the Indenture is hereby amended to include the following as a new paragraph at the end thereof:
“Notwithstanding anything to the contrary in this Indenture or the Debentures, the Company shall elect to satisfy its exchange obligation solely in cash with respect to any exchange of a Debenture for which the applicable Exchange Date is on or after December 5, 2025.”
(c)Section 12.01 of the Indenture is hereby amended to include the following as a new subsection (k) at the end thereof:
“(k)Notwithstanding anything to the contrary in this Indenture or the Debentures, the Company shall elect to pay the Put Purchase Price solely in cash and the Put Notice shall state that the Put Purchase Price will be paid solely in cash.”
(d)Section 12.02 of the Indenture is hereby amended to include the following as a new paragraph at the end thereof:
“Notwithstanding anything to the contrary in this Indenture or the Debentures, the Company shall elect to pay the Fundamental Change Repurchase Price solely in cash with respect to any purchase of a Debenture pursuant to the purchase right contained in this Section 12.02 for which the applicable Fundamental Change Repurchase Date is on or after December 5, 2025, and the related Fundamental Change Notice shall state that the Fundamental Change Repurchase Price will be paid solely in cash.”
(e)Section 13.04 of the Indenture is hereby amended to include the following as a new subsection (h) at the end thereof:
“(h)Notwithstanding anything to the contrary in this Indenture or the Debentures, for the avoidance of doubt, the Company shall deliver solely cash upon exchange or purchase of any Debentures.”
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
LIBERTY MEDIA CORPORATION
By: /s/ Ben Oren___________________________
Name: Ben Oren
Title: Executive Vice President and Treasurer
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By: /s/ Christopher J. Grell__________________
Name: Christopher J. Grell
Title: Vice President