-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QAg4ulPck32mXFlBrF9DbkwK1HlZ6PZpGDSk3OWFw8O50lBhqtKqrBqSe0LDIzO0 MQK3rvFWR4O12ETT+o5Xaw== 0000950157-09-000158.txt : 20090406 0000950157-09-000158.hdr.sgml : 20090406 20090406082115 ACCESSION NUMBER: 0000950157-09-000158 CONFORMED SUBMISSION TYPE: S-3ASR PUBLIC DOCUMENT COUNT: 17 FILED AS OF DATE: 20090406 DATE AS OF CHANGE: 20090406 EFFECTIVENESS DATE: 20090406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Home Box Office, Inc. CENTRAL INDEX KEY: 0001457937 IRS NUMBER: 050545061 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-158419-01 FILM NUMBER: 09733905 BUSINESS ADDRESS: STREET 1: 1100 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-484-6503 MAIL ADDRESS: STREET 1: 1100 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIME WARNER INC. CENTRAL INDEX KEY: 0001105705 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 134099534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-158419 FILM NUMBER: 09733906 BUSINESS ADDRESS: STREET 1: ONE TIME WARNER CENTER CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124848000 MAIL ADDRESS: STREET 1: ONE TIME WARNER CENTER CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: TIME WARNER INC DATE OF NAME CHANGE: 20031015 FORMER COMPANY: FORMER CONFORMED NAME: AOL TIME WARNER INC DATE OF NAME CHANGE: 20000208 S-3ASR 1 s-3asr.htm FORM S-3ASR s-3asr.htm
As filed with the Securities and Exchange Commission on April 6, 2009
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


Time Warner Inc.
(Exact name of registrant as specified in its charter)

     
Delaware
  
13-4099534
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification No.)

One Time Warner Center
New York, NY 10019-8016
(212) 484 8000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

________
Home Box Office, Inc.
(Exact name of registrant as specified in its charter)
     
Delaware
  
05-0545061
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification No.)

1100 Avenue of the Americas
New York, NY 10036-6712
(212) 512-1000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
_________

Paul T. Cappuccio
Executive Vice President
and General Counsel
Time Warner Inc.
One Time Warner Center
New York, NY 10019-8016
(212) 484-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:
Eric L. Schiele
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7415
(212) 474-1000
 

Approximate date of commencement of proposed sale to the public:  As soon as practicable following the effective date of this Registration Statement.
 
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.   x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer        x                             Accelerated filer                           o
Non-accelerated filer          o                              Smaller reporting company        o

CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
Amount to be
Registered
Proposed
Maximum Offering
Price per Unit(2)
Proposed
Maximum Aggregate
Offering Price(2)
Amount of
Registration
Fee(2)
Guarantee by Home Box Office, Inc. of debt securities issued under the
    Indentures (as defined in the prospectus)(1)
$12,330,818,000(2)
100%(2)
$12,330,818,000(2)
$688,060(2)
 
     
(1)
  
This registration statement relates solely to an offer of a guarantee by Home Box Office, Inc., to be issued under the circumstances described in the prospectus, of the Securities (as defined in the prospectus) in return for the consent of the holders of the Securities to certain amendments to the Indentures (in addition to the Consent Payment (as defined in the prospectus) payable by Time Warner Inc.).
     
(2)
  
The registration fee has been calculated in accordance with Rule 457 of the Securities Act of 1933, as amended. For purposes of this calculation, the maximum aggregate offering price, which is estimated solely for the purpose of calculating the registration fee, is the aggregate book value of the Securities (as defined in the prospectus) that would be amended and receive the guarantee registered hereby, which is $12,330,818,000.
                                                                                                       0;       

 


Prospectus
Time Warner Inc. and Home Box Office, Inc.
Home Box Office Offer to Guarantee to Holders of the Following Series of Debt Securities:

Issuer/ Indenture
Debt Security Description
CUSIP No.
Aggregate Principal
Amount Outstanding
Historic TW Inc. #
(1992 HTW Indenture*)
9.125% Debentures due 2013
887315AK5
 $1,000,000,000
   
 
 
Historic TW Inc. #
(1993 HTW Indenture*)
8.05% Debentures due 2016
887315BA6
    $150,000,000
7.25% Debentures due 2017
887315BJ7
                $500,000,000  
9.15% Debentures due 2023
887315AM1
                $602,337,000  
7.57% Debentures due 2024
887315BH1
                $450,000,000  
6.85% Debentures due 2026
887315BB4
                  $28,481,000  
6.95% Debentures due 2028
887315BM0
                $500,000,000  
8.30% Discount Debentures due 2036
887315AZ2
                $200,000,0001  
   
 
      
Historic TW Inc.
(1998 HTW Indenture*)
6.875% Debentures due 2018
887315AY5
                $600,000,000  
6.625% Debentures due 2029
887315BN8
 $1,000,000,000
   
 
      
Turner Broadcasting System, Inc.
(1993 TBS Indenture*)
8.375% Senior Notes due 2013
900262AR7
                $300,000,000  
   
 
      
Time Warner Inc.
(2001 TWX Indenture*)
6.75% Notes due 2011
00184AAB1
 $1,000,000,000
6.875% Notes due 2012
00184AAF2
 $2,000,000,000
7.625% Debentures due 2031
00184AAC9
 $2,000,000,000
7.70% Debentures due 2032
00184AAG0
 $2,000,000,000

# In its capacity as successor to Time Warner Companies, Inc.
* As defined herein.
1 The face value of this series of debentures is $200,000,000.  As of April 2, 2009, the accreted principal amount outstanding of this series of debentures was approximately $106,306,000.
 
 
The Consent Solicitation and the offer to issue the HBO Guarantee will expire at 5:00 p.m.,
New York City time, on April 15, 2009, unless extended.
 
    Home Box Office, Inc. is offering to issue a guarantee of the full and punctual payment of all the monetary obligations and the full and punctual performance within applicable grace periods of all other obligations (including obligations to the trustee) of Historic TW Inc. as issuer or guarantor, as applicable, under the Indentures (as defined below), in its own capacity and as successor to Time Warner Companies, Inc. as described in more detail herein (the “HBO Guarantee”).  The HBO Guarantee will be issued only with respect to each series of securities described above (the “Securities”) for which the Requisite Consent (as defined below) has been received and the Proposed Amendments (as defined below) have been adopted, and only in connection with the conveyance or transfer by AOL LLC of its properties and assets substantially as an entirety as described in more detail herein.  The HBO Guarantee is being offered in conjunction with the solicitation of consents by Time Warner Inc. from Holders (as defined below) of the Securities to amend certain provisions of the Indentures, upon the terms and subject to the conditions set forth in the consent solicitation statement to be filed as a free writing prospectus with the Securities and Exchange Commission (the “Commission”) on the date hereof together with the related consent letter.
 
THIS PROSPECTUS AND THE RELATED CONSENT SOLICITATION STATEMENT AND CONSENT LETTER HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS PROSPECTUS AND THE RELATED CONSENT SOLICITATION STATEMENT AND CONSENT LETTER.  ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
 
Neither the Securities nor any guarantees thereof are listed on any securities exchange.  See “Risk Factors” on page 1 of this prospectus for certain risks to be considered.
 
The Solicitation Agents for the Consent Solicitation are:
 
Banc of America Securities LLC                                                                                                Citi                                                          Deutsche Bank Securities Inc.

 
The date of this prospectus is April 6, 2009



 
 
Page
 
 
                                                                                                     & #160;                                                     
 
 
This document contains or incorporates by reference “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, particularly statements anticipating future growth in revenues, Operating Income (Loss) before Depreciation and Amortization and cash from operations. Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify forward-looking statements. These forward-looking statements are based on management’s current expectations and beliefs about future events. As with any projection or forecast, they are inherently susceptible to uncertainty and changes in circumstances, and Time Warner is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.
 
           Various factors could adversely affect our operations, business or financial results or our business segments in the future and cause our actual results to differ materially from those contained in the forward-looking statements, including those factors discussed in detail in Item 1A, “Risk Factors,” in Part I of Time Warner’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Commission on February 20, 2009 (the “2008 Form 10-K”), and our other filings made from time to time with the Commission. In addition, Time Warner operates in highly competitive, consumer and technology-driven and rapidly changing media, entertainment and interactive services businesses. These businesses are affected by government regulation, economic, strategic, political and social conditions, consumer response to new and existing products and services, technological developments and, particularly in view of new technologies, the continued ability to protect intellectual property rights. Our actual results could differ materially from management’s expectations because of changes in such factors.
 
Further, for us generally, lower than expected valuations associated with the cash flows and revenues at our segments may result in our inability to realize the value of recorded intangibles and goodwill at those segments. In addition, achieving our financial objectives, including growth in operations, maintaining financial ratios and a strong balance sheet, could be adversely affected by the factors discussed or referenced under the heading “Risk Factors” below.
 
 
 
You should carefully consider the specific risks discussed or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under the caption “Risk Factors,” in Item IA of Part I of the 2008 Form 10-K, as well as:
 
 
●
a longer than anticipated continuation of the current economic slowdown or further deterioration in the economy;
 
 
●
decreased liquidity in the capital markets, including any reduction in the ability to access the capital markets for debt securities or bank financings;
 
 
●
the impact of terrorist acts and hostilities;
 
 
●
changes in our plans, strategies and intentions;
 
 
●
the impacts of significant acquisitions, dispositions and other similar transactions; and
 
 
●
the failure to meet earnings expectations.
 

 
 
 
Home Box Office, Inc., a Delaware corporation (“Home Box Office”), is offering to issue a guarantee of the full and punctual payment of all the monetary obligations and the full and punctual performance within applicable grace periods of all other obligations (including obligations to the trustee) of Historic TW Inc., a Delaware corporation (“Historic TW”), as (a) issuer under the 1998 HTW Indenture, the 1993 HTW Indenture and the 1992 HTW Indenture, and (b) guarantor under the 2001 TWX Indenture and the 1993 TBS Indenture, in its own capacity and as successor to Time Warner Companies, Inc. (“TWCI”), with respect to each series of Securities. The HBO Guarantee will be issued only with respect to each series of Securities with respect to which the Requisite Consent has been received and the Proposed Amendments have been adopted pursuant to the execution and delivery of the relevant Supplemental Indenture (as defined below), and only in connection with the conveyance or transfer by AOL LLC of its properties and assets substantially as an entirety as described in more detail herein. The date, if any, on which Home Box Office issues the HBO Guarantee in accordance with the terms set forth herein is referred to herein as the “HBO Guarantee Issue Date”.
 
Time Warner is either the issuer or a guarantor of each series of Securities.
 
The HBO Guarantee is being offered in conjunction with the solicitation (the “Consent Solicitation”) of consents (“Consents”) by Time Warner Inc., a Delaware corporation (“Time Warner”), from Holders of the Securities to amend certain provisions of each of the indentures described below (the “Indentures”) under which the Securities were issued, upon the terms and subject to the conditions set forth in the consent solicitation statement (as it may be amended or supplemented from time to time, the “Consent Solicitation Statement”) to be filed as a free writing prospectus with the Commission on the date hereof together with the related consent letter (the “Consent Letter”).
 
Neither Time Warner nor Home Box Office will receive any cash proceeds in connection with this offering. This offering is made solely by Time Warner and Home Box Office.
 
The Indentures pursuant to which the Securities were issued are:
 
1.
Indenture dated as of April 19, 2001, as amended and supplemented as of the date hereof, among Time Warner as issuer, AOL LLC, Historic TW (including in its capacity as successor to TWCI) and Turner Broadcasting System, Inc., a Georgia corporation (“TBS”), as guarantors, and The Bank of New York Mellon, as Trustee (the “2001 TWX Indenture”);
 
2.
Indenture dated as of June 1, 1998, as amended and supplemented as of the date hereof, among Historic TW as issuer, Time Warner, AOL LLC, Historic TW (in its capacity as successor to TWCI)  and TBS as guarantors, and The Bank of New York Mellon, as Trustee (the “1998 HTW Indenture”);
 
3.
Indenture dated as of January 15, 1993, as amended and supplemented as of the date hereof, among Historic TW (in its capacity as successor to TWCI) as issuer, Time Warner, AOL LLC, Historic TW (in its own capacity and not as successor to TWCI) and TBS as guarantors, and The Bank of New York Mellon, as Trustee (the “1993 HTW Indenture”);
 
4.
Indenture dated as of October 15, 1992, as amended and supplemented as of the date hereof, among Historic TW (in its capacity as successor to TWCI) as issuer, Time Warner, AOL LLC, Historic TW (in its own capacity and not as successor to TWCI) and TBS as guarantors, and The Bank of New York Mellon, as Trustee (the “1992 HTW Indenture”); and
 
5.
Indenture dated as of May 15, 1993, as amended and supplemented as of the date hereof, among TBS as issuer, Time Warner, AOL LLC and Historic TW (including in its capacity as successor to TWCI) as guarantors, and The Bank of New York Mellon, as Trustee (the “1993 TBS Indenture”).
 
The expiration date for the Consent Solicitation and the offer of the HBO Guarantee is 5:00 p.m., New York City time, on April 15, 2009, unless extended under the Consent Solicitation in accordance with the Consent Solicitation Statement (the “Expiration Date”).
 
 
 
Time Warner is a leading media and entertainment company. Time Warner classifies its businesses into the following four reporting segments:
 
 
●
AOL, consisting principally of interactive consumer and advertising services;
 
 
●
Filmed Entertainment, consisting principally of feature film, television and home video production and distribution;
 
 
●
Networks, consisting principally of cable television networks that provide programming; and
 
 
●
Publishing, consisting principally of magazine publishing.
 
At December 31, 2008, Time Warner had a total of approximately 87,000 employees.
 
Time Warner completed the legal and structural separation of Time Warner Cable Inc. (together with its subsidiaries, “TWC”) in the first quarter of 2009 and, as of 8:00 p.m. on March 12, 2009, no longer consolidates TWC’s operations for purposes of its own financial reporting.
 
The following chart shows a summary of the corporate organization of Time Warner and its direct and indirect ownership interests in its principal subsidiaries. This chart reflects the separation of TWC and does not show all subsidiaries, including certain intermediary subsidiaries. It is included in order to help illustrate the current issuers and guarantors under each of the Indentures, which are printed in bold. A further description of the issuers, guarantors and the guarantee structure under the Indentures is included under “Time Warner” in the Consent Solicitation Statement.
 
Corporate Organization Chart
Time Warner Inc. 100% 100% Historic TW Inc. TW AOL Holdings Inc. 2.5% 100% 100% 100% 92.5% Home Box Office, Inc. Warner Bros. Entertainment Inc. Turner Broadcasting System, Inc. AOL Holdings LLC 5% Google Inc. 100% 100% Time Inc. AOL LLC
      Time Warner’s principal executive office is located at One Time Warner Center, New York, New York 10019-8016, telephone (212) 484-8000.

 
 
 
 
Home Box Office is an indirect, wholly owned subsidiary of Historic TW, which in turn is a wholly owned subsidiary of Time Warner.
 
As of the date hereof, Home Box Office is not an obligor under any Indenture and does not guarantee the debt under any of Time Warner’s credit facilities. With respect to any Consenting Series (as defined herein) in respect of which a Supplemental Indenture is executed, and prior to, or concurrently with, the conveyance or transfer by AOL LLC of its properties and assets substantially as an entirety without compliance with the conditions contained in the Covenant (as defined herein) as currently in effect, Time Warner will cause Home Box Office to guarantee the full and punctual payment of all the monetary obligations and the full and punctual performance within applicable grace periods of all other obligations (including obligations to the trustee) of Historic TW under the relevant Indenture relating to such Consenting Series, as described herein.
 
Home Box Office operates the “HBO” and “Cinemax” premium pay television services, with the HBO service ranking as the most widely distributed premium pay television service in the United States. HBO and Cinemax had approximately 40.9 million domestic subscriptions as of December 31, 2008. Both HBO and Cinemax are made available in high definition on a number of multiplex channels. Home Box Office also offers “HBO On Demand” and “Cinemax On Demand”, subscription products that enable certain multi-channel video customers who subscribe to the HBO and Cinemax services to view programs at a time of their choice.
 
A major portion of the programming on HBO and Cinemax consists of recently released, uncut and uncensored theatrical motion pictures. It has been the practice of Home Box Office to negotiate licensing agreements of varying duration with major motion picture studios and independent producers and distributors in order to ensure continued access to such films. These agreements typically grant pay television exhibition rights to recently released and certain older films owned by the particular studio, producer or distributor in exchange for negotiated fees, which may be a function of, among other things, the box office performances of the films.
 
HBO is also defined by its award-winning original dramatic and comedy series, such as True Blood, The Sopranos, Entourage and Curb Your Enthusiasm, as well as movies, mini-series, boxing matches and sports news programs, comedy specials, family programming and documentaries. In 2008, among other awards, HBO won 26 Primetime Emmys®, the most of any network, as well as eight Sports Emmys®.
 
Home Box Office and its subsidiaries also generate revenues from the exploitation of Home Box Office’s original programming through multiple distribution outlets. HBO Services Inc., a wholly owned subsidiary of Home Box Office, markets a variety of Home Box Office’s original programming on DVD. Home Box Office licenses its original series, such as The Sopranos and Sex and the City, to basic cable channels and has also licensed Sex and the City in syndication. The Home Box Office-produced show Everybody Loves Raymond, which aired for nine seasons on broadcast television, is currently in syndication as well. The content produced by Home Box Office is also distributed by Apple Inc. through its online iTunes stores in the United States and the United Kingdom as well as on various mobile telephone platforms.
 
In addition, through three television joint ventures, HBO-branded services are distributed in more than 50 countries in Latin America, Asia and Central Europe, with Warner Communications Inc. (which is a wholly owned subsidiary of Time Warner but not a subsidiary of Home Box Office) owning the interests in the Latin America and Asia joint ventures and Home Box Office owning the interest in the Central European joint venture.
 
The following table sets forth selected financial data for Home Box Office (excluding its subsidiaries, except to the extent its equity in such subsidiaries is reflected in Total Assets) for the year ended December 31, 2008.  The following information should be read together with Time Warner’s consolidated financial statements and the notes related to those statements, and “Management’s Discussion and Analysis of Results of Operations and Financial Condition” in Time Warner’s Annual Report on Form 10-K for the year ended December 31, 2008, which are incorporated by reference into this prospectus, and the condensed consolidating financial statements included on page F-1 of this prospectus.  The information set forth below is not necessarily indicative of the results of future operations.
 
   
Year Ended
December 31, 2008
(millions)
  
       
Revenue
  
            $  3,703
  
Depreciation
  
 40
  
Amortization
  
2
  
Operating Income
  
1,166
  
Total Assets (at period end)
  
11,0831
  
Total Liabilities (at period end)
  
660
  

           1 Includes $7.3 billion of goodwill and $1.4 billion of intangible assets.
 
 

Home Box Office’s principal executive office is located at 1100 Avenue of the Americas, New York, New York 10036-6712, telephone (212) 512-1000.
 
 
 
AOL LLC is a wholly owned subsidiary of AOL Holdings LLC, a Delaware limited liability company (“AOL Holdings”). Time Warner directly and indirectly holds 95% of the equity interests in AOL Holdings, with Google Inc. (“Google”) owning the remaining 5%. AOL LLC is a guarantor under all the Indentures.
 
AOL LLC (together with its subsidiaries, “AOL”) operates a global web services business, which is comprised of its Platform-A, MediaGlow and People Networks business units (the “Global Web Services Business”). Platform A sells advertising services worldwide on both the AOL Network and third-party Internet sites, referred to as the “Third Party Network”. MediaGlow and People Networks develop and operate the “AOL Network”, which includes a leading network of web brands, free client software and services and a social media network for Internet consumers. In addition, AOL operates one of the largest Internet access subscription services in the United States (the “Access Services Business”).
 
AOL has transitioned from a business that was primarily focused on generating subscription revenues to one that is focused on attracting and engaging Internet consumers and providing advertising services on both the AOL Network and the Third Party Network. In addition to growing its Global Web Services Business, AOL is focused on managing its declining subscriber base and related cost structure in its Access Services Business.
 
In late January 2009, Google exercised its right to request that AOL Holdings LLC (the immediate parent company of AOL LLC) register Google’s 5% equity interest for sale in an initial public offering. Time Warner has the right, but not the obligation, to purchase Google’s equity interest in AOL Holdings LLC for cash or shares of Time Warner common stock based on the appraised fair market value of the equity interest in lieu of conducting an initial public offering. Time Warner has not yet determined in which manner it will proceed.
 
On March 12, 2009, Time Warner announced that it has hired Timothy Armstrong, formerly Senior Vice President of Google, to serve as Chairman and Chief Executive Officer of AOL LLC, effective in early April 2009. While at Google, Mr. Armstrong was a member of its Operating Committee and served as the president of Google’s Americas Operations.
 
Time Warner continues to review its strategic alternatives with respect to AOL, and Mr. Armstrong will have a key role in this review. These alternatives include spinning off to Time Warner’s stockholders the Global Web Services Business or the Access Services Business or both (separately or together), acquisitions of interests in related businesses, entering into joint ventures and other potential combinations, dispositions involving either or both of the Global Web Services Business and the Access Services Business and operating the two businesses as a single division or separate divisions on an on-going basis.  Although the Board of Directors of Time Warner has not made any decision, Time Warner currently anticipates, subject to the factors described below, that it would initiate a process to spin off one or more parts of the businesses of AOL LLC to Time Warner’s stockholders, in one or a series of transactions.  Based on the results of this review, future market conditions or the availability of more favorable strategic opportunities that may arise before a transaction is completed, however, Time Warner may decide to pursue an alternative other than a spin-off with respect to either or both of AOL’s businesses.  Time Warner currently has no agreement or understanding to sell or otherwise transfer AOL LLC’s properties and assets substantially as an entirety or with respect to either of its businesses.
 
Time Warner believes that a variety of transactions, including a spin-off of either or both the Global Web Services Business and the Access Services Business, or the sale or merger of either or both businesses, could be implemented without the adoption of the Proposed Amendments, including transactions that would not require transfer or assumption of the AOL LLC guarantee by the successor entity.  The Proposed Amendments simplify the execution of the strategic options available to Time Warner.
 
 
 
In the event that the Proposed Amendments are not adopted pursuant to the Consent Solicitation with respect to any or all series of Securities, Time Warner will retain the ability to implement strategic alternatives with respect to AOL LLC in accordance with the terms of the Indentures for such non-Consenting Series, including but not limited to (i) transferring or conveying the assets and properties of AOL LLC substantially as an entirety by way of a spin-off or sale with the successor entity assuming the guarantee obligations of AOL LLC in accordance with the relevant Indentures, (ii) transferring, including by way of a spin-off or sale, one or more portions of the properties or assets of AOL LLC, such as a transfer of one of the Global Web Services Business and the Access Services Business, or separate transfers of both businesses, or (iii) merging AOL LLC with Time Warner or another subsidiary of Time Warner with the successor entity assuming the guarantee obligations of AOL LLC in accordance with the relevant Indentures, and thereafter transferring or conveying the assets and properties of AOL LLC in part or substantially as an entirety by way of a spin-off or sale, with Time Warner or the applicable subsidiary retaining the guarantee. In the event that such a strategic alternative is undertaken in accordance with the relevant Indentures and without the adoption of the Proposed Amendments in respect of a non-Consenting Series of Securities, no HBO Guarantee will be issued, and no Consent Payment will be made, in connection therewith with respect to such non-Consenting Series.
 
The following table sets forth selected financial data for AOL LLC (excluding its subsidiaries, except to the extent its equity in such subsidiaries is reflected in Total Assets) for the year ended December 31, 2008.  The following information should be read together with Time Warner’s consolidated financial statements and notes related to those statements, and “Management’s Discussion and Analysis of  Results of Operations and Financial Condition” in Time Warner’s Annual Report on Form 10-K for the year ended December 31, 2008, which are incorporated by reference into this prospectus.  The information set forth below is not necessarily indicative of the results of future operations.
 

   
Year Ended
December 31, 2008
(millions)
  
       
Revenue
   $
2,727
  
Depreciation
     235  
Amortization
     16  
Operating Income (Loss)
     1,072  
Total Assets (at period end)
     6,3141  
Total Liabilities (at period end)
     758  

             1 Includes a $5.3 billion investment in subsidiaries and a $0.9 billion deferred tax asset related to equity awards.
 
 
 
Under the Indentures, AOL LLC is currently restricted from conveying or transferring its properties and assets substantially as an entirety, unless certain conditions are met, including that the transferee assumes the guarantee of such guarantor (the “Covenant”). With a view to providing Time Warner with greater flexibility in considering strategic alternatives with respect to AOL LLC, as described in more detail under “AOL LLC” above, Time Warner is soliciting Consents to amend the Indentures to provide that AOL LLC may convey or transfer its properties and assets substantially as an entirety without complying with the conditions contained in the Covenant as currently in effect (but subject to the concurrent or prior issuance of the HBO Guarantee, as discussed below), unless such conveyance or transfer constitutes a conveyance or transfer of the properties and assets of the issuer and the guarantors (under the relevant Indenture) and their respective subsidiaries, taken as a whole, substantially as an entirety (the “Proposed Amendments”).  The effect of the adoption of the Proposed Amendments would be that the Covenant would not apply to a conveyance or transfer by AOL LLC unless it resulted in or constituted a conveyance or transfer of the properties and assets of Time Warner and its subsidiaries, taken as a whole, substantially as an entirety.  The Supplemental Indentures will require Time Warner to cause the HBO Guarantee to be issued under the circumstances described herein.
 
Upon the terms and subject to the conditions set forth in the Consent Solicitation Statement and the Consent Letter, Time Warner is offering holders of the Securities a consent payment equal to $5.00 for each $1,000 principal amount of Securities held (the “Consent Payment”), in addition to the HBO Guarantee.
 
Only those registered holders of Securities (“Holders”) as of April 2, 2009 (the “Record Date”) will be eligible to deliver a Consent and, upon the terms and subject to the conditions set forth in the Consent Solicitation Statement and in the Consent Letter, receive Consent Payments. The Consent Solicitation Statement and the Consent Letter will be sent to all Holders as of the Record Date, and such holders should return their consent to D.F. King & Co., Inc., the information and tabulation agent for the Consent Solicitation (the “Information and Tabulation Agent”), in accordance with the instructions in the Consent Letter.  Holders whose Consents are not received prior to April 15, 2009 (unless extended in accordance with the Consent Solicitation Statement), will not be entitled to receive any Consent Payment.
 
Adoption of the Proposed Amendments with respect to each series of Securities requires, pursuant to the applicable Indenture, the consent of Holders who hold not less than a majority in aggregate principal amount of such Securities outstanding as of the Record Date, either voting by series or together as a single class with the Holders of all other Securities issued under the applicable Indenture, in each case as set forth in the Consent Solicitation Statement. The requisite consent in respect of any series of Securities is referred to herein as the “Requisite Consent”.
 
If the Requisite Consent in respect of any series of Securities is obtained and the supplemental indenture relating to such series of Securities giving effect to the Proposed Amendments (each, a “Supplemental Indenture”, and collectively, the “Supplemental Indentures”) is executed and delivered by the parties thereto (each such series of Securities being referred to herein as a “Consenting Series”), all Holders of such Consenting Series, including the non-consenting Holders, will be bound by the Proposed Amendments to the relevant Indenture and shall, on and after the HBO Guarantee Issue Date, be entitled to all rights and privileges under the HBO Guarantee, but only the consenting Holders will be entitled to receive the applicable Consent Payment.
 
Subject to Time Warner’s right to terminate the Consent Solicitation with respect to any or all series of Securities in accordance with the terms set forth in the Consent Solicitation Statement, Time Warner currently intends to execute and deliver a Supplemental Indenture in respect of each series of Securities promptly following the receipt of the Requisite Consent for such series. Consents in respect of any series of Securities shall be deemed accepted by Time Warner upon execution and delivery of the Supplemental Indenture in respect of such series. Consent Payments will be paid promptly following the execution of the Supplemental Indenture with respect to such series of Securities.
 
 
Holders whose Consents are not received by the Information and Tabulation Agent on or prior to the Expiration Date will not be entitled to receive a Consent Payment in respect of such Consents.  Under no circumstances will Time Warner make any Consent Payment to a Holder who does not properly deliver a Consent in accordance with the terms of the Consent Solicitation Statement and the Consent Letter.  In addition, under no circumstances will Time Warner make any Consent Payment with respect to any series of Securities to any Holder delivering a Consent with respect to such series unless and until (i) the Requisite Consent in respect of such series has been received and (ii) a Supplemental Indenture adopting the Proposed Amendments with respect to such series of Securities has been executed and delivered.
 
Consents with respect to any series of Securities can be revoked only in accordance with the procedures set forth in the Consent Solicitation Statement. Consents will become irrevocable upon the earlier of (i) 5:00 p.m., New York City time, on April 15, 2009, and (ii) the time at which the Requisite Consent for such series of Securities has been received.
 
The transfer of Securities after the Record Date will NOT have the effect of revoking any Consent theretofore properly received by the Information and Tabulation Agent. Each Consent properly received by the Information and Tabulation Agent will be counted unless revoked in accordance with the Consent Solicitation Statement. The Consent Payment will be paid to Holders as of the Record Date only, notwithstanding any subsequent transfer of the Securities to which such Consents relate.
 
Time Warner reserves the right to extend the Expiration Date, including on a daily basis, in respect of any or all series of Securities, at any time in its sole discretion.
 
The Consent Solicitation may be terminated with respect to any or all series of Securities at any time (including after the Expiration Date but prior to the execution and delivery of a Supplemental Indenture with respect to a series of Securities) in the sole discretion of Time Warner, whether or not the Requisite Consent in respect of any series of Securities has been received.  If the Consent Solicitation in respect of any series of Securities is so terminated by Time Warner, no Consent Payments in respect of such series of Securities will be made, irrespective of whether the Requisite Consent with respect to such series of Securities was received, and the Proposed Amendments will not be adopted and the HBO Guarantee will not be issued with respect to such series of Securities.
 
Regardless of whether the Proposed Amendments become operative, the Securities will continue to be outstanding in accordance with all other terms of the Securities and the relevant Indentures. The changes included in the Proposed Amendments will not alter the relevant issuer’s obligation to pay the principal or interest on the Securities, the guarantors’ (other than AOL LLC’s) obligations under the Indentures or alter the stated interest rate or maturity date provisions of the Securities of the Consenting Series.
 
The above is intended to be a summary of the Consent Solicitation only, and does not contain all of the information related to the Consent Solicitation. You should read the more detailed information in the Consent Solicitation Statement and the Consent Letter, which have been filed as a free writing prospectus with the Commission.
 
 
 
With respect to any series of Securities with respect to which the Proposed Amendments are adopted as described above, in order for AOL LLC to be able to convey or transfer its properties and assets substantially as an entirety without complying with the conditions contained in the Covenant as currently in effect, Time Warner will be required to, prior to or concurrently with such transfer, cause Home Box Office to guarantee the full and punctual payment of all the monetary obligations and the full and punctual performance within applicable grace periods of all other obligations (including obligations to the trustee) of Historic TW (in its own capacity and as successor to TWCI) under the relevant Indenture.
 
The issuance of the HBO Guarantee with respect to the Consenting Series under the circumstances described herein will be effected by execution and delivery of further supplements to the applicable Indentures (the “HBO Guarantee Supplements”).
 
If the Requisite Consent in respect of any series of Securities is not obtained or a Supplemental Indenture in respect of such series of Securities is not executed and delivered, the HBO Guarantee will not become issuable with respect to such series and the Holders of such series will not be eligible to exercise the rights and privileges under the HBO Guarantee if and when it is issued in respect of any other Consenting Series of Securities in accordance with the terms hereof.
 
 
The HBO Guarantee (if issued) with respect to any series of Securities will be:
 
 
●
a senior, unsecured obligation, equal in right of payment with all of Home Box Office’s existing and future senior, unsecured debt;
 
 
●
effectively junior to Home Box Office’s obligations secured by liens, to the extent of the value of the assets securing those obligations; and
 
 
●
senior in right of payment to Home Box Office’s subordinated debt, if any.
 
As a result of the inclusion of Home Box Office as a guarantor under the relevant Indentures upon the execution and delivery of the HBO Guarantee Supplements with respect to the Consenting Series of Securities on the HBO Guarantee Issue Date, Home Box Office will become subject to the guarantor merger clause of the applicable Indentures that will require any successor to Home Box Office, including in the event Home Box Office merges with any other entity or conveys or transfers its properties and assets substantially as an entirety, to assume its guarantee.
 
The maximum aggregate liability of Home Box Office under the HBO Guarantee shall not exceed the maximum amount that can be guaranteed by Home Box Office without rendering the HBO Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
 
Time Warner reserves the right to delay the issuance of the HBO Guarantee to comply with any applicable law.
 
 
 
The Proposed Amendments will be adopted by execution and delivery of the Supplemental Indentures by the relevant signatories thereto.  Subject to its right to terminate the Consent Solicitation with respect to any or all series of Securities in accordance with the terms of the Consent Solicitation Statement, Time Warner currently intends to execute and deliver the Supplemental Indentures in respect of each series of Securities promptly following receipt of the Requisite Consent with respect to such series. The forms of the Supplemental Indentures are included as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5 to this prospectus.
 
The HBO Guarantee in respect of each series of Securities will be issued on the HBO Guarantee Issue Date under the circumstances described above by execution and delivery of the HBO Guarantee Supplements by the relevant signatories thereto. The forms of the HBO Guarantee Supplements are included as Annex A to each of Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5 to this prospectus.
 
 
 
The following is a summary discussion of certain U.S. Federal income tax consequences of adoption of the Proposed Amendments (and, if applicable, the subsequent issue of the HBO Guarantee) for U.S. Holders and Non-U.S. Holders (as defined below).  This summary is based upon currently existing provisions of the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury Regulations promulgated thereunder (the “Treasury Regulations”), and administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect.
 
The summary does not attempt to address the U.S. Federal income tax consequences for all Holders, some of which may be subject to special rules (for example, banks and certain other financial institutions, real estate investment trusts, regulated investment companies, U.S. expatriates, life insurance companies, tax-exempt entities and dealers in securities or currencies).  This summary assumes that the Securities are held as “capital assets” within the meaning of Section 1221 of the Code.  No ruling has been or will be sought from the Internal Revenue Service (the “Service”) regarding any matter discussed below.  Accordingly, no assurance can be given that the Service will not challenge any of the U.S. Federal income tax consequences described below or that any such challenge, if made, would not be sustained by a court.
 
As used in this discussion, the term “U.S. Holder” means a beneficial owner of Securities that is, or is treated as, for U.S. Federal income tax purposes:
 
 
●
an individual who is a citizen or resident of the United States;
 
 
●
a corporation (including any entity treated as a corporation for U.S. Federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
 
 
●
an estate, the income of which is subject to U.S. Federal income taxation regardless of its source; or
 
 
●
a trust if (A) a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have authority to control all of its substantial decisions, or (B) the trust has a valid election in effect under the applicable Treasury Regulations to be treated as a U.S. person.
 
If a partnership (including any entity treated as a partnership for U.S. Federal income tax purposes) is a beneficial owner of Securities, the treatment of a partner in the partnership will generally depend on the status of the partner and on the activities of the partnership.  Partnerships holding Securities and the partners therein should consult their tax advisors regarding the tax consequences of adoption of the Proposed Amendments.
 
The term “Non-U.S. Holder” means a beneficial owner of Securities that is neither a U.S. Holder nor a partnership for U.S. Federal income tax purposes.
 
U.S. Holders
 
We believe that the only U.S. Federal income tax consequence of the adoption of the Proposed Amendments (and, if applicable, the subsequent issuance of the HBO Guarantee) should be that the full amount of the Consent Payment will be subject to tax as ordinary income to those U.S. Holders who receive it.
 
Holders are urged to consult their own tax advisors regarding the potential tax consequences of the adoption of the Proposed Amendments (and, if applicable, the subsequent issuance of the HBO Guarantee) to them.
 
A U.S. Holder may, under certain circumstances, be subject to backup withholding, currently imposed at a rate of 28%, with respect to the Consent Payment, unless that U.S. Holder (i) is a corporation or is otherwise exempt and, when required, demonstrates this fact or (ii) provides a correct taxpayer identification number, certifies as to no loss of exemption from backup withholding and otherwise complies with applicable requirements of the backup withholding rules. The amount of any backup withholding from a Consent Payment will be allowed as a credit against such U.S. Holder’s Federal income tax liability and may entitle such U.S. Holder to a refund, provided that the required information is furnished in a timely manner to the IRS.
 
 
Non-U.S. Holders
 
A Consent Payment received by a Non-U.S. Holder generally will be subject to U.S. Federal withholding tax imposed at a rate of 30% unless an exemption from withholding is applicable, for instance, because the Consent Payment is effectively connected with a trade or business carried on by the Non-U.S. Holder in the United States or because an income tax treaty applies.  To claim an exemption from this withholding, the Non-U.S. Holder must deliver to us (or any other person who is otherwise required to withhold U.S. Federal income tax) a properly executed Service Form W-8ECI or, as applicable, Service Form W-8BEN claiming such exemption.
 
If the Consent Payment is effectively connected with a trade or business carried on by the Non-U.S. Holder in the United States, the Consent Payment, although exempt from U.S. Federal withholding tax, will generally be subject to regular U.S. Federal income tax. In addition corporate Non-U.S. Holders receiving a Consent Payment that is effectively connected with the conduct of a trade or business within the United States may be subject to an additional “branch profits” tax at a 30% rate or a lower rate if specified by an applicable income tax treaty.
 
Other Tax Considerations
 
There may be other U.S. Federal, state, local or foreign tax considerations applicable to the particular circumstances of a Holder.  Accordingly, all Holders should consult with their own tax advisors as to any particular tax consequences to them of the Consent Payment.
 
THE PRECEDING DISCUSSION OF CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES IS INCLUDED HEREIN FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE AND IS NOT A SUBSTITUTE FOR PROFESSIONAL TAX ADVICE. EACH HOLDER SHOULD CONSULT A TAX ADVISOR AS TO THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE ADOPTION OF THE PROPOSED AMENDMENTS AND THE CONSENT PAYMENT.
 


 
The ratio of earnings to fixed charges for Time Warner are set forth below for the periods indicated.  The definition of earnings also applies to Time Warner’s unconsolidated 50% owned affiliated companies, referred to on Exhibit 12.1 as “Adjustment for partially owned subsidiaries and 50% owned companies”.
 
For purposes of computing the ratio of earnings to fixed charges, earnings were calculated by adding:
 
               
 
 (i)
    pretax income; 
 (ii)
    interest expense;
 (iii)
    minority interest in the income of majority-owned subsidiaries that have fixed charges; and
 (iv)     the amount of undistributed losses (earnings) of Time Warner’s less than 50%-owned companies.
 
Fixed charges consist of interest expense.

 
Year Ended December 31,
 
2008(1)
2007
2006
2005
2004
Ratio of earnings to fixed charges
—
3.5x
3.9x
3.0x
3.2x
           
(1)     For the ratio of earnings to fixed charges to equal 1.00, earnings, as adjusted, must increase by $18.588 billion.
 
 
 
Neither Time Warner nor Home Box Office will receive any cash proceeds from the offer or issuance of the HBO Guarantee.
 
 
 
This offering is being conducted by Home Box Office and Time Warner in connection with the Consent Solicitation, as described in more detail under the heading “The Consent Solicitation” and in the Consent Solicitation Statement.
 
We have retained Banc of America Securities LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. to act as the solicitation agents for the Consent Solicitation (the “Solicitation Agents”). We have agreed to pay the Solicitation Agents customary fees and, subject to certain limitations, reimburse them for their reasonable out-of-pocket expenses. We have also agreed to indemnify the Solicitation Agents for certain liabilities that may arise in connection with the Consent Solicitation, including liabilities under the Securities Act of 1933 (the “Securities Act”).
 
The Solicitation Agents and certain of their affiliates have provided, are providing, and may in the future provide, certain commercial banking, financial advisory and investment banking services in the ordinary course of business for us, the guarantors and certain of our affiliates, for which they have or will receive customary fees.
 
 
 
Home Box Office is not required to file periodic reports and other information under the Securities Exchange Act of 1934 (the “Exchange Act”). Instead, information with respect to Home Box Office is provided, to the extent required by the Exchange Act, in the required filings made by Time Warner. Time Warner files annual, quarterly and current reports, proxy statements and other information with the Commission. You may obtain such Commission filings from the Commission’s Website at http://www.sec.gov. You can also read and copy these materials at the Commission’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about the operation of the Commission’s public reference room by calling the Commission at 1-800-SEC-0330. You can also obtain information about Time Warner at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
 
 
This prospectus constitutes a part of a registration statement filed by Time Warner and Home Box Office with the Commission under the Securities Act. This prospectus omits certain of the information contained in the registration statement in accordance with the rules and regulations of the Commission. Reference is hereby made to the registration statement and related exhibits for further information with respect to Time Warner and Home Box Office.
 
The Indentures are filed as exhibits to certain of Time Warner’s periodic reports, and the forms of the Supplemental Indentures and the HBO Guarantee Supplements are filed as exhibits to the registration statement of which this prospectus forms a part. Statements made in this prospectus concerning the provisions of any Indenture, Supplemental Indenture, HBO Guarantee Supplement or of any other contract, agreement or other document are not necessarily complete. With respect to each such statement concerning an Indenture, Supplemental Indenture or HBO Guarantee Supplement or other contract, agreement or document filed or furnished with the Commission, reference is made to such filing for a more complete description of the matter involved, and each such statement is qualified in its entirety by such reference.
 
Copies of the Consent Solicitation Statement or the Consent Letter may be obtained from the Commission’s Website at http://www.sec.gov or, at no cost, by writing to the Information and Tabulation Agent at D. F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005, or calling collect (for banks and brokers) 212-269-5550 or toll-free (for all others) 1-800-758-5880, or writing to Time Warner at the following address: Time Warner Inc., Attn: Investor Relations, One Time Warner Center, New York, New York 10019-8016, or calling toll-free 1-866-INFO-TWX.
 
 
 
The following documents have been filed by Time Warner with the Commission and are incorporated by reference into this prospectus:
 
 
●
Annual report on Form 10-K for the year ended December 31, 2008 (filed with the Commission on February 20, 2009), and including portions of the proxy statement to be filed in connection with the 2009 annual meeting of stockholders to the extent specifically incorporated by reference therein; and
 
 
●
Current reports on Form 8-K filed on February 27, 2009, March 13, 2009, March 18, 2009, March 23, 2009, March 26, 2009, March 30, 2009 and April 6, 2009.
 
All documents and reports that we file with the Commission (other than any portion of such filings that are furnished under applicable Commission rules rather than filed) under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus until the termination of the offering under this prospectus shall be deemed to be incorporated in this prospectus by reference. The information contained on Time Warner’s Website (http://www.timewarner.com) is not incorporated into this prospectus.
 
You may request a copy of these filings, other than an exhibit to these filings unless we have specifically included or incorporated that exhibit by reference into the filing, from the Commission as described under “Where You Can Find More Information” or, at no cost, by writing or telephoning Time Warner at the following address: Time Warner Inc., Attn: Investor Relations, One Time Warner Center, New York, New York 10019-8016, Telephone: 1-866-INFO-TWX.
 
You should rely only on the information contained or incorporated by reference in this prospectus or to which we have referred you herein. We have not authorized any person, including any salesman or broker, to provide information other than that provided or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of the HBO Guarantee in any jurisdiction where the offer is not permitted. You should assume that the information in this prospectus is accurate only as of the date on its cover page and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference.
 
Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
 
 
 
The validity of the HBO Guarantee will be passed upon for us by Cravath, Swaine & Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019-8016.
 
 
 
The consolidated financial statements, financial statement schedule and supplementary information of Time Warner and its subsidiaries included in Time Warner’s Annual Report on Form 10-K for the year ended December 31, 2008 and the condensed consolidating financial statements included herein have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon included herein. Time Warner’s effectiveness of internal control over financial reporting as of December 31, 2008  has also been audited by Ernst & Young LLP, as set forth in their report thereon included in Time Warner’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference. Such financial statements, schedule and supplementary information, accompanying condensed consolidating financial statements and Time Warner management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2008 are either included in this prospectus or incorporated herein by reference in reliance upon such reports given upon the authority of such firm as experts in accounting and auditing.
 
 

TIME WARNER INC.
 
The Board of Directors and Shareholders of
Time Warner Inc.
 
We have audited the consolidated balance sheet of Time Warner Inc. (“Time Warner”) as of December 31, 2008 and 2007, and the related consolidated statements of operations, cash flows and shareholders’ equity for each of the three years in the period ended December 31, 2008 (not included herein).  Our audits also included the Supplementary Information, Financial Statement Schedule II (not included herein) and the accompanying Condensed Consolidating Financial Statements.  The Time Warner Financial Statements, Supplementary Information, Financial Statement Schedule II and the accompanying Condensed Consolidating Financial Statements are the responsibility of Time Warner’s management.  Our responsibility is to express an opinion on these financial statements, financial statement schedule, supplementary information and condensed consolidating financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Time Warner at December 31, 2008 and 2007, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related Financial Statement Schedule II, the Supplementary Information and the accompanying Condensed Consolidating Financial Statements, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
 
As of January 1, 2007, Time Warner adopted Emerging Issues Task Force Issue No. 06-02, Accounting for Sabbatical Leave and Other Similar Benefits, and Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109.  As discussed in Note 1 to the consolidated financial statements, as of January 1, 2008, Time Warner adopted Emerging Issues Task Force (“EITF”) Issue 06-10, Deferred Compensation and Postretirement Benefit Aspects of Collateral Assignment Split-Dollar Life Insurance Arrangements and EITF Issue No. 06-04, Deferred Compensation and Postretirement Benefits Aspects of Endorsement Split-Dollar Life Insurance Arrangements.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Time Warner’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 19, 2009 (not included herein) expressed an unqualified opinion thereon.
 

                                    Ernst & Young LLP


New York, New York
February 19, 2009
(except as to the accompanying
Condensed Consolidating Financial Statements
as to which the date is April 3, 2009)


CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
TIME WARNER INC.
 
Overview
 
The Securities and Exchange Commission’s rules require that condensed consolidating financial information be provided for wholly owned subsidiaries that have guaranteed debt issued where each such guarantee is full and unconditional. Set forth below are condensed consolidating financial statements presenting the financial position, results of operations and cash flows of (i) Time Warner Inc. (the “Parent Company”), (ii) Historic TW Inc., Home Box Office, Inc. (“HBO”), and Turner Broadcasting System, Inc., each a wholly owned subsidiary of the Parent Company, on a combined basis (collectively, the “Guarantor Subsidiaries”), (iii) the direct and indirect non-guarantor subsidiaries of the Parent Company (the “Non-Guarantor Subsidiaries”) on a combined basis and (iv) the eliminations necessary to arrive at the information for Time Warner Inc. on a consolidated basis.
 
There are no legal or regulatory restrictions on the Parent Company’s ability to obtain funds from any of its wholly owned subsidiaries through dividends, loans or advances.
 
These condensed consolidating financial statements should be read in conjunction with the consolidated financial statements of Time Warner Inc. and do not reflect Time Warner Cable, Inc., which was separated from the Parent Company on March 12, 2009, as a discontinued operation.
 
On April 6, 2009, the Parent Company initiated a solicitation of consents (the “Consent Solicitation”) from the holders of the debt securities issued under certain Indentures (the “Securities”) to adopt proposed amendments to each Indenture that provide that certain restrictive covenants will not apply (subject to the concurrent or prior issuance of the guarantee by HBO discussed below) to a conveyance or transfer by AOL LLC, a subsidiary of the Parent Company, of its properties and assets substantially as an entirety unless such conveyance or transfer constitutes a conveyance or transfer of the properties and assets of the issuer and the guarantors under the relevant Indenture and their respective subsidiaries, taken as a whole, substantially as an entirety.  As a result of the Consent Solicitation, subject to the receipt of the requisite consents from the holders of the Securities and the proposed amendments to the Indentures becoming effective, and in connection with the conveyance or transfer of AOL LLC’s properties and assets substantially as an entirety, HBO will issue a guarantee of the obligations of Historic TW Inc., whether as issuer or guarantor, under the Indentures and the Securities.  Such guarantee will be issued by HBO only in connection with such a transaction.  Accordingly, for purposes of this presentation, the consolidating financial information herein reflects HBO as a Guarantor Subsidiary and does not reflect the historical financial information of AOL LLC in the Guarantor data and information.  Instead, the historical financial information of AOL LLC is reflected in the data and information regarding the Non-Guarantor Subsidiaries.  If the HBO guarantee is issued, HBO, together with the other Guarantor Subsidiaries, will fully and unconditionally, jointly and severally, guarantee the Securities on an unsecured basis.
 
Basis of Presentation
 
In presenting the condensed consolidating financial statements, the equity method of accounting has been applied to (i) the Parent Company’s interests in the Guarantor Subsidiaries and (ii) the Guarantor Subsidiaries’ interests in the Non-Guarantor Subsidiaries, where applicable, even though all such subsidiaries meet the requirements to be consolidated under U.S. generally accepted accounting principles. All intercompany balances and transactions between the Parent Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries have been eliminated, as shown in the column “Eliminations.”
 
The Parent Company’s accounting bases in all subsidiaries, including goodwill and identified intangible assets, have been “pushed down” to the applicable subsidiaries. Interest income (expense) is determined based on third-party debt and the relevant intercompany amounts within the respective legal entity.
 
All direct and indirect domestic subsidiaries are included in Time Warner Inc.’s consolidated U.S. tax return. In the condensed consolidating financial statements, tax expense has been allocated based on each such subsidiary’s relative pretax income to the consolidated pretax income. With respect to the use of certain consolidated tax attributes (principally operating and capital loss carryforwards), such benefits have been allocated to the respective subsidiary that generated the taxable income permitting such use (i.e., pro-rata based on where the income was generated). For example, to the extent a Non-Guarantor Subsidiary generated a gain on the sale of a business for which the Parent Company utilized tax attributes to offset such gain, the tax attribute benefit would be allocated to that Non-Guarantor Subsidiary. Deferred taxes of the Parent Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries have been allocated based upon the temporary differences between the carrying amounts of the respective assets and liabilities of the applicable entities.
 
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
TIME WARNER INC.
 
 
Corporate overhead expenses have been reflected as expenses of the Parent Company and have not been allocated to the Guarantor Subsidiaries or the Non-Guarantor Subsidiaries. Certain transfers of cash between subsidiaries and their parent companies are reflected as cash flows from investing and financing activities in the accompanying condensed consolidating statements of cash flows. All other intercompany activity, including intercompany dividends, is reflected in cash flows from operations and has been separately identified in the statement of cash flows.
 

TING FINANCIAL STATEMENTS
TIME WARNER INC.

 
Consolidating Balance Sheet
December 31, 2008

   
Parent Company
    
Guarantor
Subsidiaries
    
Non-Guarantor
Subsidiaries
    
Eliminations
    
Time
Warner
Consolidated
  
   
(millions)
  
ASSETS
                              
Current assets
                              
Cash and equivalents
   $ 469     $ 103     $ 6,110     $ —     $ 6,682  
Receivables, net
     67       575       5,553       —       6,195  
Inventories
     —       553       1,436       —       1,989  
Prepaid expenses and other current assets
     220       107       649       —       976  
Deferred income taxes
     760       597       598       (1,195 )     760  
Total current assets
     1,516       1,935       14,346       (1,195 )     16,602  
Noncurrent inventories and film costs
     —       1,732       3,584       (124 )     5,192  
Investments in amounts due from consolidated subsidiaries
     67,184       46,164       11,178       (124,526 )     —  
Investments, including available-for-sale securities
     68       382       1,941       (461 )     1,930  
Property, plant and equipment, net
     406       499       17,528       —       18,433  
Intangible assets subject to amortization, net
     —       2       4,055       —       4,057  
Intangible assets not subject to amortization
     —       2,009       29,813       —       31,822  
Goodwill
     —       9,879       24,651       —       34,530  
Other assets
     105       100       1,125       —       1,330  
Total assets
   $ 69,279     $ 62,702     $ 108,221     $ (126,306 )   $ 113,896  
                                         
LIABILITIES AND SHAREHOLDERS’ EQUITY
                                        
Current liabilities
                                        
Accounts payable
   $ 7     $ 19     $ 1,315     $ —     $ 1,341  
Participations payable
     —       117       2,405       —       2,522  
Royalties and programming costs payable
     —       138       1,127       —       1,265  
Deferred revenue
     —       8       1,177       (16 )     1,169  
Debt due within one year
     2,000       13       54       —       2,067  
Other current liabilities
     458       756       4,491       (95 )     5,610  
Current liabilities of discontinued operations
     —       —       2       —       2  
Total current liabilities
     2,465       1,051       10,571       (111 )     13,976  
Long-term debt
     14,465       5,350       17,801       —       37,616  
Mandatorily redeemable preferred membership units issued by a subsidiary
     —       —       300       —       300  
Debt due (from) to affiliates
     (847 )     —       847       —       —  
Deferred income taxes
     8,756       10,777       10,577       (21,354 )     8,756  
Deferred revenue
     —       —       396       (113 )     283  
Other liabilities
     2,152       2,345       4,960       (2,199 )     7,258  
Minority interests
     —       —       3,558       (139 )     3,419  
Shareholders’ equity
                                        
Due to Time Warner and subsidiaries
     —       (15,308 )     (30,717 )     46,025       —  
Other shareholders’ equity
     42,288       58,487       89,928       (148,415 )     42,288  
Total shareholders’ equity
     42,288       43,179       59,211       (102,390 )     42,288  
Total liabilities and shareholders’ equity
   $ 69,279     $ 62,702     $ 108,221     $ (126,306 )   $ 113,896  
 

 
TING FINANCIAL STATEMENTS
TIME WARNER INC.
 
 
Consolidating Balance Sheet
December 31, 2007

   
Parent Company
    
Guarantor
Subsidiaries
    
Non-Guarantor
Subsidiaries
    
Eliminations
    
Time
Warner
Consolidated
  
   
(millions)
  
ASSETS
                              
Current assets
                              
Cash and equivalents
   $ 586     $ 53     $ 877     $ —     $ 1,516  
Receivables, net
     32       586       6,678       —       7,296  
Inventories
     —       522       1,583       —       2,105  
Prepaid expenses and other current assets
     135       112       587       —       834  
Deferred income taxes
     700       454       484       (938 )     700  
Total current assets
     1,453       1,727       10,209       (938 )     12,451  
Noncurrent inventories and film costs
     —       1,831       3,584       (111 )     5,304  
Investments in amounts due from consolidated subsidiaries
     88,720       66,711       11,185       (166,616 )     —  
Investments, including available-for-sale securities
     57       520       1,857       (471 )     1,963  
Property, plant and equipment, net
     434       455       17,159       —       18,048  
Intangible assets subject to amortization, net
     1       4       5,162       —       5,167  
Intangible assets not subject to amortization
     —       2,007       45,213       —       47,220  
Goodwill
     —       9,882       31,867       —       41,749  
Other assets
     117       298       1,513       —       1,928  
Total assets
   $ 90,782     $ 83,435     $ 127,749     $ (168,136 )   $ 133,830  
                                         
LIABILITIES AND SHAREHOLDERS’ EQUITY
                                        
Current liabilities
                                        
Accounts payable
   $ 4     $ 58     $ 1,408     $ —     $ 1,470  
Participations payable
     —       132       2,415       —       2,547  
Royalties and programming costs payable
     —       160       1,093       —       1,253  
Deferred revenue
     —       4       1,177       (3 )     1,178  
Debt due within one year
     —       8       118       —       126  
Other current liabilities
     522       457       4,722       (90 )     5,611  
Current liabilities of discontinued operations
     —       —       8       —       8  
Total current liabilities
     526       819       10,941       (93 )     12,193  
Long-term debt
     17,840       5,510       13,654       —       37,004  
Mandatorily redeemable preferred membership units issued by a subsidiary
     —       —       300       —       300  
Debt due (from) to affiliates
     (1,866 )     735       1,131       —       —  
Deferred income taxes
     13,951       16,031       15,907       (31,938 )     13,951  
Deferred revenue
     —       —       634       (112 )     522  
Other liabilities
     1,795       2,084       5,120       (1,997 )     7,002  
Minority interests
     —       —       4,501       (179 )     4,322  
Shareholders’ equity
                                        
Due to Time Warner and subsidiaries
     —       (12,698 )     (30,530 )     43,228       —  
Other shareholders’ equity
     58,536       70,954       106,091       (177,045 )     58,536  
Total shareholders’ equity
     58,536       58,256       75,561       (133,817 )     58,536  
Total liabilities and shareholders’ equity
   $ 90,782     $ 83,435     $ 127,749     $ (168,136 )   $ 133,830  

 
TING FINANCIAL STATEMENTS
TIME WARNER INC.
 
 
Consolidating Statement of Operations
For The Year Ended December 31, 2008

   
Parent Company
    
Guarantor
Subsidiaries
    
Non-Guarantor
Subsidiaries
    
Eliminations
    
Time
Warner
Consolidated
  
   
(millions)
  
       
Revenues
   $ —     $ 5,048     $ 42,821     $ (885 )   $ 46,984  
Costs of revenues
     —       (2,637 )     (25,534 )     882       (27,289 )
Selling, general and administrative
     (322 )     (1,096 )     (8,748 )     3       (10,163 )
Amortization of intangible assets
     —       (2 )     (782 )     —       (784 )
Amounts related to securities litigation and government investigations
     (21 )     —       —       —       (21 )
Merger-related, restructuring and shutdown costs
     (12 )     3       (350 )     —       (359 )
Asset impairments
     —       —       (24,309 )     —       (24,309 )
Loss on disposal of assets, net
     —       —       (16 )     —       (16 )
Operating income (loss)
     (355 )     1,316       (16,918 )     —       (15,957 )
Equity in pretax income (loss) of consolidated subsidiaries
     (15,316 )     (14,752 )     1,435       28,633       —  
Interest expense, net
     (980 )     (917 )     (353 )     —       (2,250 )
Other income (loss), net
     2       27       (428 )     (17 )     (416 )
Minority interest income, net
     —       —       2,001       (27 )     1,974  
Income (loss) from continuing operations before income taxes
     (16,649 )     (14,326 )     (14,263 )     28,589       (16,649 )
Income tax benefit (provision)
     3,247       3,036       2,432       (5,468 )     3,247  
Net income (loss)
   $ (13,402 )   $ (11,290 )   $ (11,831 )   $ 23,121     $ (13,402 )
 

 
TING FINANCIAL STATEMENTS
TIME WARNER INC.
 
 
Consolidating Statement of Operations
For The Year Ended December 31, 2007

   
Parent Company
    
Guarantor
Subsidiaries
    
Non-Guarantor
Subsidiaries
    
Eliminations
    
Time
Warner
Consolidated
  
   
(millions)
  
       
Revenues
   $ —     $ 4,840     $ 42,452     $ (810 )   $ 46,482  
Costs of revenues
     —       (2,651 )     (25,583 )     808       (27,426 )
Selling, general and administrative
     (382 )     (741 )     (8,532 )     2       (9,653 )
Amortization of intangible assets
     —       (1 )     (673 )     —       (674 )
Amounts related to securities litigation and government investigations
     (171 )     —       —       —       (171 )
Merger-related, restructuring and shutdown costs
     (10 )     (36 )     (216 )     —       (262 )
Asset impairments
     —       —       (36 )     —       (36 )
Gain on disposal of assets, net
     —       —       689       —       689  
Operating income (loss)
     (563 )     1,411       8,101       —       8,949  
Equity in pretax income of consolidated subsidiaries
     7,998       5,616       1,391       (15,005 )     —  
Interest expense, net
     (1,063 )     (1,137 )     (99 )     —       (2,299 )
Other income (expense), net
     15       (16 )     197       (51 )     145  
Minority interest expense, net
     —       —       (462 )     54       (408 )
Income from continuing operations before income taxes
     6,387       5,874       9,128       (15,002 )     6,387  
Income tax provision
     (2,336 )     (2,133 )     (3,408 )     5,541       (2,336 )
Income from continuing operations
     4,051       3,741       5,720       (9,461 )     4,051  
Discontinued operations, net of tax
     336       177       274       (451 )     336  
Net income
   $ 4,387     $ 3,918     $ 5,994     $ (9,912 )   $ 4,387  
 

 
TING FINANCIAL STATEMENTS
TIME WARNER INC.
 
 
Consolidating Statement of Operations
For The Year Ended December 31, 2006

   
Parent Company
    
Guarantor
Subsidiaries
    
Non-Guarantor
Subsidiaries
    
Eliminations
    
Time
Warner
Consolidated
  
   
(millions)
  
                               
Revenues
   $ —     $ 4,745     $ 39,699     $ (754 )   $ 43,690  
Costs of revenues
     —       (2,386 )     (23,239 )     749       (24,876 )
Selling, general and administrative
     (88 )     (842 )     (9,472 )     5       (10,397 )
Amortization of intangible assets
     —       (4 )     (583 )     —       (587 )
Amounts related to securities litigation and government investigations
     (705 )     —       —       —       (705 )
Merger-related, restructuring and shut-down costs
     (5 )     —       (395 )     —       (400 )
Asset impairments
     —       (1 )     (212 )     —       (213 )
Gains on disposal of assets, net
     20       —       771       —       791  
Operating income (loss)
     (778 )     1,512       6,569       —       7,303  
Equity in pretax income of consolidated subsidiaries
     7,817       5,405       1,462       (14,684 )     —  
Interest income (expense), net
     (674 )     (1,017 )     17       —       (1,674 )
Other income, net
     16       31       1,159       (79 )     1,127  
Minority interest expense, net
     —       —       (417 )     42       (375 )
Income from continuing operations before income taxes
     6,381       5,931       8,790       (14,721 )     6,381  
Income tax provision
     (1,308 )     (1,864 )     (2,471 )     4,335       (1,308 )
Income from continuing operations
     5,073       4,067       6,319       (10,386 )     5,073  
Discontinued operations, net of tax
     1,454       1,437       1,452       (2,889 )     1,454  
Income before cumulative effect of accounting change
     6,527       5,504       7,771       (13,275 )     6,527  
Cumulative effect of accounting change, net of tax
     25       2       2       (4 )     25  
Net income
   $ 6,552     $ 5,506     $ 7,773     $ (13,279 )   $ 6,552  
 

 
TING FINANCIAL STATEMENTS
TIME WARNER INC.
 
 
Consolidating Statement of Cash Flows
For The Year Ended December 31, 2008

   
Parent Company
    
Guarantor
Subsidiaries
    
Non-Guarantor
Subsidiaries
    
Eliminations
    
Time
Warner
Consolidated
  
   
(millions)
  
OPERATIONS
                              
Net income (loss)
   $ (13,402 )   $ (11,290 )   $ (11,831 )   $ 23,121     $ (13,402 )
Adjustments for noncash and nonoperating items:
                                        
Depreciation and amortization
     43       117       4,430       —       4,590  
Amortization of film and television costs
     —       2,072       3,819       —       5,891  
Asset impairments
     —       —       24,309       —       24,309  
(Gain) loss on investments and other assets, net
     (14 )     3       445       —       434  
Equity in pretax (income) loss of consolidated subsidiaries
     15,316       14,752       (1,435 )     (28,633 )     —  
Equity in (income) losses of investee companies, net of cash distributions
     —       (41 )     72       —       31  
Equity-based compensation
     44       43       203       —       290  
Minority interests
     —       —       (2,000 )     26       (1,974 )
Deferred income taxes
     (4,116 )     (4,149 )     (4,370 )     8,519       (4,116 )
Changes in operating assets and liabilities, net of acquisitions
     892       (1,185 )     (2,385 )     (3,029 )     (5,707 )
Intercompany activity
     —       5,059       (5,059 )     —       —  
Adjustments relating to discontinued operations
     —       (1 )     (14 )     1       (14 )
Cash provided (used) by operations
     (1,237 )     5,380       6,184       5       10,332  
INVESTING ACTIVITIES
                                        
Investments in available-for-sale securities
     (9 )     —       (10 )     —       (19 )
Investments and acquisitions, net of cash acquired
     (98 )     (16 )     (2,324 )     —       (2,438 )
Capital expenditures and product development costs
     (15 )     (145 )     (4,217 )     —       (4,377 )
Investment proceeds from available-for-sale securities
     10       —       7       —       17  
Advances to parent and consolidated subsidiaries
     2,944       (439 )     1,256       (3,761 )     —  
Other investment proceeds
     21       41       269       —       331  
Cash provided (used) by investing activities
     2,853       (559 )     (5,019 )     (3,761 )     (6,486 )
FINANCING ACTIVITIES
                                        
Borrowings
     33,170       —       7,196       —       40,366  
Debt repayments
     (34,539 )     (166 )     (3,103 )     —       (37,808 )
Proceeds from exercise of stock options
     134       —       —       —       134  
Excess tax benefit on stock options
     3       —       —       —       3  
Principal payments on capital leases
     —       (5 )     (38 )     —       (43 )
Repurchases of common stock
     (332 )     —       —       —       (332 )
Dividends paid
     (901 )     —       —       —       (901 )
Other financing activities
     (3 )     —       (96 )     —       (99 )
Change in due to/from parent and investment in segment
     735       (4,600 )     109       3,756       —  
Cash provided (used) by financing activities
     (1,733 )     (4,771 )     4,068       3,756       1,320  
INCREASE (DECREASE) IN CASH AND EQUIVALENTS
     (117 )     50       5,233       —       5,166  
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
     586       53       877       —       1,516  
CASH AND EQUIVALENTS AT END OF PERIOD
   $ 469     $ 103     $ 6,110     $ —     $ 6,682  
 

 
TING FINANCIAL STATEMENTS
TIME WARNER INC.
 
 
Consolidating Statement of Cash Flows
For The Year Ended December 31, 2007

   
Parent Company
    
Guarantor
Subsidiaries
    
Non-Guarantor
Subsidiaries
    
Eliminations
    
Time
Warner
Consolidated
  
   
(millions)
  
OPERATIONS
                              
Net income
   $ 4,387     $ 3,918     $ 5,994     $ (9,912 )   $ 4,387  
Adjustments for noncash and nonoperating items:
                                        
Depreciation and amortization
     44       104       4,264       —       4,412  
Amortization of film and television costs
     —       2,042       4,034       —       6,076  
Asset impairments
     —       —       36       —       36  
Gain on investments and other assets, net
     (8 )     —       (901 )     —       (909 )
Equity in pretax income of consolidated subsidiaries
     (7,998 )     (5,616 )     (1,391 )     15,005       —  
Equity in (income) losses of investee companies, net of cash distributions
     —       (5 )     68       —       63  
Equity-based compensation
     50       38       198       —       286  
Minority interests
     —       —       462       (54 )     408  
Deferred income taxes
     1,736       125       584       (709 )     1,736  
Amounts related to securities litigation and government investigations
     (741 )     —       —       —       (741 )
Changes in operating assets and liabilities, net of acquisitions
     1,099       (887 )     (2,328 )     (4,850 )     (6,966 )
Intercompany activity
     —       1,852       (1,852 )     —       —  
Adjustments relating to discontinued operations
     (336 )     (178 )     (250 )     451       (313 )
Cash provided (used) by operations
     (1,767 )     1,393       8,918       (69 )     8,475  
INVESTING ACTIVITIES
                                        
Investments in available-for-sale securities
     (7 )     —       (87 )     —       (94 )
Investments and acquisitions, net of cash acquired
     1       (14 )     (1,500 )     —       (1,513 )
Investment in a wireless joint venture
     —       —       (33 )     —       (33 )
Investment activities of discontinued operations
     —       —       (26 )     —       (26 )
Capital expenditures and product development costs
     (2 )     (171 )     (4,257 )     —       (4,430 )
Investment proceeds from available-for-sale securities
     10       —       26       —       36  
Advances to parent and consolidated subsidiaries
     5,090       4,304       1,147       (10,541 )     —  
Other investment proceeds
     (4 )     29       2,016       —       2,041  
Cash provided (used) by investing activities
     5,088       4,148       (2,714 )     (10,541 )     (4,019 )
FINANCING ACTIVITIES
                                        
Borrowings
     6,293       —       8,397       —       14,690  
Debt repayments
     (2,722 )     (546 )     (9,255 )     —       (12,523 )
Proceeds from exercise of stock options
     521       —       —       —       521  
Excess tax benefit on stock options
     71       —       5       —       76  
Principal payments on capital leases
     —       (8 )     (49 )     —       (57 )
Repurchases of common stock
     (6,231 )     —       —       —       (6,231 )
Dividends paid
     (871 )     —       —       —       (871 )
Other financing activities
     (3 )     —       (91 )     —       (94 )
Change in due to/from parent and investment in segment
     —       (5,016 )     (5,594 )     10,610       —  
Cash used by financing activities
     (2,942 )     (5,570 )     (6,587 )     10,610       (4,489 )
INCREASE (DECREASE) IN CASH AND EQUIVALENTS
     379       (29 )     (383 )     —       (33 )
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
     207       82       1,260       —       1,549  
CASH AND EQUIVALENTS AT END OF PERIOD
   $ 586     $ 53     $ 877     $ —     $ 1,516  
 

 
TING FINANCIAL STATEMENTS
TIME WARNER INC.
 
Consolidating Statement of Cash Flows
For The Year Ended December 31, 2006

   
Parent Company
    
Guarantor
Subsidiaries
    
Non-Guarantor
Subsidiaries
    
Eliminations
    
Time
Warner
Consolidated
  
   
(millions)
  
OPERATIONS
                              
Net income
   $ 6,552     $ 5,506     $ 7,773     $ (13,279 )   $ 6,552  
Adjustments for noncash and nonoperating items:
                                        
Cumulative effect of accounting change, net of tax
     (25 )     (3 )     (2 )     5       (25 )
Depreciation and amortization
     47       90       3,413       —       3,550  
Amortization of film and television costs
     —       1,759       4,328       —       6,087  
Asset impairments
     —       1       212       —       213  
Gain on investments and other assets, net
     (9 )     (57 )     (1,756 )     —       (1,822 )
Equity in pretax income of consolidated subsidiaries
     (7,816 )     (5,405 )     (1,463 )     14,684       —  
Equity in (income) losses of investee companies, net of cash distributions
     —       2       (66 )     —       (64 )
Equity-based compensation
     47       40       176       —       263  
Minority interests
     —       —       417       (42 )     375  
Deferred income taxes
     1,101       (31 )     352       (321 )     1,101  
Amounts related to securities litigation and government investigations
     361       —       —       —       361  
Changes in operating assets and liabilities, net of acquisitions
     8,474       1,062       (6,976 )     (9,270 )     (6,710 )
Intercompany activity
     —       1,471       (1,471 )     —       —  
Adjustments relating to discontinued operations
     (1,454 )     (1,436 )     (1,281 )     2,888       (1,283 )
Cash provided by operations
     7,278       2,999       3,656       (5,335 )     8,598  
INVESTING ACTIVITIES
                                        
Investments in available-for-sale securities
     (8 )     —       —       —       (8 )
Investments and acquisitions, net of cash acquired
     (4 )     (36 )     (12,263 )     —       (12,303 )
Investment in a wireless joint venture
     —       —       (633 )     —       (633 )
Investment activities of discontinued operations
     —       —       4       —       4  
Capital expenditures and product development costs
     (9 )     (199 )     (3,868 )     —       (4,076 )
Capital expenditures from discontinued operations
     —       —       (65 )     —       (65 )
Investment proceeds from available-for-sale securities
     1       —       43       —       44  
Advances to parent and consolidated subsidiaries
     (3,259 )     3,554       1,276       (1,571 )     —  
Other investment proceeds
     18       80       4,467       —       4,565  
Cash provided (used) by investing activities
     (3,261 )     3,399       (11,039 )     (1,571 )     (12,472 )
FINANCING ACTIVITIES
                                        
Borrowings
     6,897       —       11,435       —       18,332  
Debt repayments
     (1,616 )     (547 )     (1,488 )     —       (3,651 )
Issuance of mandatorily redeemable preferred membership units by a subsidiary
     —       —       300       —       300  
Proceeds from exercise of stock options
     698       —       —       —       698  
Excess tax benefit on stock options
     116       —       —       —       116  
Principal payments on capital leases
     —       (6 )     (80 )     —       (86 )
Repurchases of common stock
     (13,660 )     —       —       —       (13,660 )
Dividends paid
     (876 )     —       —       —       (876 )
Other financing activities
     (23 )     —       53       —       30  
Change in due to/from parent and investment in segment
     856       (5,858 )     (1,904 )     6,906       —  
Cash provided (used) by financing activities
     (7,608 )     (6,411 )     8,316       6,906       1,203  
INCREASE (DECREASE) IN CASH AND EQUIVALENTS
     (3,591 )     (13 )     933       —       (2,671 )
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
     3,798       95       327       —       4,220  
CASH AND EQUIVALENTS AT END OF PERIOD
   $ 207       82     $ 1,260     $ —     $ 1,549  



PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
 
Item 14.                        Other Expenses of Issuance and Distribution.
 
The table below sets forth the various expenses and costs to be incurred by Time Warner and Home Box Office in connection with the offer of the HBO Guarantee. All the amounts shown are estimated except the Commission’s registration fee.
 
    Securities and Exchange Commission registration fee
   $ 688,060  
    Agent fees
     15,300,000  
    Fees and expenses of Trustee and counsel
     20,000  
    Printing expenses
     15,000  
    Accounting fees and expenses
     400,000  
    Legal fees and expenses
     500,000  
    Miscellaneous expenses
     50,000  
    Total expenses
   $ 16,973,060  

Item 15.                        Indemnification of Directors and Officers.
 
Under Delaware law, a corporation may indemnify any individual made a party or threatened to be made a party to any type of proceeding, other than an action by or in the right of the corporation, because he or she is or was an officer, director, employee or agent of the corporation or was serving at the request of the corporation as an officer, director, employee or agent of another corporation or entity against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such proceeding: (a) if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; or (b) in the case of a criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful. A corporation may indemnify any individual made a party or threatened to be made a party to any threatened, pending or completed action or suit brought by or in the right of the corporation because he or she was an officer, director, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other entity, against expenses actually and reasonably incurred in connection with such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, provided that such indemnification will be denied if the individual is found liable to the corporation unless, in such a case, the court determines the person is nonetheless entitled to indemnification for such expenses. A corporation must indemnify a present or former director or officer who successfully defends himself or herself in a proceeding to which he or she was a party because he or she was a director or officer of the corporation against expenses actually and reasonably incurred by him or her. Expenses incurred by an officer or director, or any employees or agents as deemed appropriate by the board of directors, in defending civil or criminal proceedings may be paid by the corporation in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of such director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. The Delaware law regarding indemnification and expense advancement is not exclusive of any other rights which may be granted by Time Warner’s or Home Box Office’s certificate of incorporation or bylaws, a vote of stockholders or disinterested directors, agreement or otherwise.
 
Under Delaware law, termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that such person is prohibited from being indemnified.
 
Delaware law permits a corporation to adopt a provision in its certificate of incorporation eliminating or limiting the personal liability of a director, but not an officer in his or her capacity as such, to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except that such provision shall not limit the liability of a director for (a) any breach of the director’s duty of loyalty to the corporation or its stockholders, (b) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (c) unlawful payment of dividends or stock purchases or redemptions or (d) any transaction from which the director derived an improper personal benefit.
 
 
Time Warner
 
Article VI of Time Warner’s by-laws requires indemnification, to the fullest extent permitted under Delaware law or other applicable law, of any person who is or was a director or officer of Time Warner and who is or was involved in any manner or threatened to be made so involved in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was serving as a director, officer, employee or agent of Time Warner or is or was serving at the request of Time Warner as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against all expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding; provided, however, that the foregoing shall not apply to a director or officer with respect to a proceeding that was commenced by such director or officer except under certain circumstances.
 
In addition, the Time Warner by-laws provide that all reasonable expenses incurred by or on behalf of a director or officer in connection with any investigation, claim, action, suit or proceeding will be advanced to the director or officer by Time Warner upon the request of the director or officer, which request, if required by law, will include an undertaking by or on behalf of the director or officer to repay the amounts advanced if ultimately it is determined that the director or officer was not entitled to be indemnified against the expenses.
 
The indemnification rights provided in Article VI of Time Warner’s by-laws are not exclusive of any other right to which persons seeking indemnification may otherwise be entitled.
 
As permitted by Delaware law, Article VI of Time Warner’s by-laws authorizes Time Warner to purchase and maintain insurance to protect itself and any director, officer, employee and agent against claims and liabilities that such persons may incur in such capacities.
 
Article IX of Time Warner’s restated certificate of incorporation provides that, to the fullest extent of Delaware law, no Time Warner director shall be liable to Time Warner or its stockholders for monetary damages for breach of fiduciary duty as a director.
 
Home Box Office
 
Article VI of Home Box Office’s by-laws requires indemnification, to the fullest extent permitted by applicable law, of any person who is or was a director or officer of Home Box Office and who is or was involved in any manner or threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was serving as a director, officer, employee or agent of Home Box Office or is or was serving at the request of Home Box Office as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorney’s fees) reasonably incurred by such person in connection with such proceeding.
 
In addition, Home Box Office’s by-laws provide that it shall, to the fullest extent not prohibited by applicable law, pay the expenses (including attorney’s fees) incurred by a director or officer in defending any proceeding in advance of its final disposition, provided however that, to the extent required by law, such payment or expense shall be made only upon receipt of an undertaking by the director or officer to repay the amounts advanced if ultimately it is determined that the director or officer was not entitled to be indemnified against the expenses.
 
If a claim for indemnification (following the final disposition of an action, suit or proceeding) or advancement of expenses as provided for under Article VI of the Home Box Office by-laws is not paid in full within sixty days of the written claim from the director or officer being received by Home Box Office, the director or officer may file a suit to recover the unpaid amount of such claim (wherein Home Box Office shall have the burden of proving that the director or officer is not entitled to the requested indemnification or advancement of expenses under applicable law) and such director or officer shall, if successful in whole or in part, also be entitled to be paid the expenses of prosecuting such claim.
 
The indemnification rights provided in Article VI of Home Box Office’s by-laws are not exclusive of any other right to which persons seeking indemnification may otherwise be entitled.
 
 
Home Box Office’s obligation, if any, to indemnify or to advance expenses to a director or officer who was serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such director or officer may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity.
 
Item 16.                        Exhibits.

See “Index to Exhibits” attached to this Registration Statement, which is incorporated herein by reference.
 
Item 17.                        Undertakings.
 
(a) The undersigned registrants hereby undertake:
 
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
(i) To include any prospectus required by section 10(a)(3) of the Securities Act;
 
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
 
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrants pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
 
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(4) That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
 
 
(5) That, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities:
 
The undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
(i) Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;
 
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;
 
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or the securities provided by or on behalf of the undersigned registrants; and
 
(iv) Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.
 
(b) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act, each filing of the registrants’ annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 6th day of April, 2009.
 

                                TIME WARNER, INC. 
 
                                                    By:  /s/ John K. Martin, Jr.                                                                  
                                                    Name:  John K. Martin, Jr.
                                                    Title:    Executive Vice President and Chief Financial Officer
                                        
 
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date
         
                                              *                                               
Jeffrey L. Bewkes
  
Chairman of the Board and Chief Executive Officer
and Director (Principal Executive Officer)
  
April 6, 2009
         
                                              *                                               
John K. Martin, Jr.
  
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
  
April 6, 2009
         
                                              *                                               
Pascal Desroches
  
Senior Vice President and Controller
(Principal Accounting Officer)
  
April 6, 2009
         
                                              *                                               
Herbert M. Allison
  
Director
  
April 6, 2009
         
                                              *                                               
James L. Barksdale
  
Director
  
April 6, 2009
         
                                              *                                               
Stephen F.  Bollenbach
  
Director
  
April 6, 2009
         
                                              *                                               
Frank J. Caufield
  
Director
  
April 6, 2009
         
                                             *                                               
Robert C. Clark
  
Director
  
April 6, 2009
         
                                              *                                               
Mathias Döpfner
  
Director
  
April 6, 2009
         
                                             *                                               
Jessica P. Einhorn
  
Director
  
April 6, 2009
         
                                              *                                               
Reuben Mark
  
Director
  
April 6, 2009
         
                                              *                                               
Michael A. Miles
  
Director
  
April 6, 2009
         
                                              *                                               
Kenneth J. Novack
  
Director
  
April 6, 2009
         
                                              *                                               
Richard D. Parsons
  
Director
  
April 6, 2009
         
                                              *                                               
Deborah C. Wright
 
  
Director
  
April 6, 2009


By:  /s/ John K. Martin, Jr.                                                                  
        Name:  John K. Martin, Jr.
            Attorney-In-Fact
 
* By John K. Martin, Jr. as Attorney-in-Fact.


SIGNATURES
 
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 6th day of April, 2009.

                                HOME BOX OFFICE, INC. 
 
                                                    By:  /s/ Robert S. Roth                                                                  
                                                    Name:  Robert S. Roth
                                                    Title:    Executive Vice President and Chief Financial Officer
 
      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 

Signature
  
Title
  
Date
         
 
                                              *                                               
William C. Nelson
  
Chairman and Chief Executive Officer and Director
(Principal Executive Officer)
  
April 6, 2009
 
                                              *                                               
Robert S. Roth
  
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
  
April 6, 2009
 
                                              *                                               
Joseph Tarulli
  
Senior Vice President and Controller
(Principal Accounting Officer)
  
April 6, 2009
         
 
                                              *                                               
Thomas M. Woodbury
  
General Counsel, Executive Vice President,
Networks Business Affairs and Director
  
April 6, 2009
         
 
                                              *                                               
Jeffrey L. Bewkes
  
Director
  
April 6, 2009

 
By:  /s/ John K. Martin, Jr.                                                                  
        Name:  John K. Martin, Jr.
            Attorney-In-Fact
 
* By John K. Martin, Jr. as Attorney-in-Fact.
 
 
 
 
INDEX TO EXHIBITS
 
Exhibit
Number
Description of Exhibits
    4.1*
Form of the First Supplemental Indenture to the 2001 TWX Indenture.
    4.2*
Form of the Second Supplemental Indenture to the 1998 HTW Indenture.
    4.3*
Form of the Ninth Supplemental Indenture to the 1993 HTW Indenture.
    4.4*
Form of the Sixth Supplemental Indenture to the 1992 HTW Indenture.
    4.5* Form of the Sixth Supplemental Indenture to the 1993 TBS Indenture.
    4.6**
2001 TWX Indenture (incorporated herein by reference to Exhibit 4 to Time Warner’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 (File No. 1-15062)).
    4.7**
1998 HTW Indenture (incorporated herein by reference to Exhibit 4 to Historic TW’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (File No. 1-12259)).
    4.8**
First Supplemental Indenture to 1998 HTW Indenture, dated January 11, 2001 (incorporated herein by reference to Exhibit 4.2 to Time Warner’s Transition Report on Form 10-K for the period July 1, 2000 to December 31, 2000 (File No. 1-15062)).
    4.9**
1993 HTW Indenture (incorporated herein by reference to Exhibit 4.11 to TWCI’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (File No. 1-8637)).
    4.10**
First Supplemental Indenture to 1993 HTW Indenture, dated June 15, 1993 (incorporated herein by reference to Exhibit 4 to TWCI’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1993 (File No. 1-8637)).
    4.11**
Second Supplemental Indenture to 1993 HTW Indenture, dated October 10, 1996 (incorporated herein by reference to Exhibit 4.1 to TWCI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 (File No. 1-8637)).
    4.12**
Third Supplemental Indenture to 1993 HTW Indenture, dated December 31, 1996 (incorporated herein by reference to Exhibit 4.10 to Historic TW’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (File No. 1-12259)).
    4.13**
Fourth Supplemental Indenture to 1993 HTW Indenture, dated December 17, 1997 (incorporated herein by reference to Exhibit 4.4 to Historic TW’s, TWCI’s and TBS’s Registration Statement on Form S-4 (Registration Nos. 333-45703, 333-45703-02 and 333-45703-01) filed with the Commission on February 5, 1998).
    4.14**
Fifth Supplemental Indenture to 1993 HTW Indenture, dated January 12, 1998 (incorporated herein by reference to Exhibit 4.5 to Historic TW’s, TWCI’s and TBS’s Registration Statement on Form S-4 (Registration Nos. 333-45703, 333-45703-02 and 333-45703-01) filed with the Commission on February 5, 1998).
    4.15**
Sixth Supplemental Indenture to 1993 HTW Indenture, dated March 17, 1998 (incorporated herein by reference to Exhibit 4.15 to Historic TW’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 1-12259)).
    4.16**
Seventh Supplemental Indenture to 1993 HTW Indenture, dated January 11, 2001 (incorporated herein by reference to Exhibit 4.17 to Time Warner’s Transition Report on Form 10-K for the period July 1, 2000 to December 31, 2000 (File No. 1-15062)).
    4.17**
Eighth Supplemental Indenture to 1993 HTW Indenture, dated February 23, 2009 (incorporated herein by reference to Exhibit 99.2 to Time Warner’s Current Report on Form 8-K filed with the Commission on February 27, 2009).
    4.18**
1992 HTW Indenture (incorporated herein by reference to Exhibit 4.10 to TWCI’s Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 1-8637)).
    4.19**
First Supplemental Indenture to 1992 HTW Indenture, dated December 15, 1992 (incorporated herein by reference to Exhibit 4.10 to TWCI’s Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 1-8637)).
    4.20**
Second Supplemental Indenture to 1992 HTW Indenture, dated January 15, 1993 (incorporated herein by reference to Exhibit 4.10 to TWCI’s Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 1-8637)).
    4.21**
Third Supplemental Indenture to 1992 HTW Indenture, dated October 10, 1996 (incorporated herein by reference to Exhibit 4.2 to TWCI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 (File No. 1-8637)).
    4.22**
Fourth Supplemental Indenture to 1992 HTW Indenture, dated January 11, 2001 (incorporated herein by reference to Exhibit 4.5 to Time Warner’s Annual Report on Form 10-K for the year ended December 31, 2005).
    4.23**
Fifth Supplemental Indenture to 1992 HTW Indenture, dated February 23, 2009 (incorporated herein by reference to Exhibit 99.1 to Time Warner’s Current Report on Form 8-K filed with the Commission on February 27, 2009).
    4.24**
Form of 1993 TBS Indenture (incorporated herein by reference to Exhibit 4(a) to TBS’s Registration Statement on Form S-3 (Registration No. 33-62218) filed with the Commission on May 6, 1993).
    4.25*
First Supplemental Indenture to 1993 TBS Indenture, dated October 10, 1996.
    4.26*
Second Supplemental Indenture to 1993 TBS Indenture, dated December 5, 1997.
    4.27*
Third Supplemental Indenture to 1993 TBS Indenture, dated March 17, 1998.
    4.28*
Fourth Supplemental Indenture to 1993 TBS Indenture, dated January 11, 2001.
    4.29**
Fifth Supplemental Indenture to 1993 TBS Indenture (incorporated herein by reference to Exhibit 99.3 to Time Warner’s Current Report on Form 8-K filed with the Commission on February 27, 2009).
    5.1*
Opinion of Cravath, Swaine & Moore LLP regarding validity
    12.1*
Computation of ratio of earnings to fixed charges
    23.1*
Consent of Independent Registered Public Accounting Firm
    24.1*
Power of attorney related to Time Warner
    24.2*
Power of attorney related to Home Box Office

*Filed herewith
**Previously filed
 
 
 
II-7
 EX-4.1 2 ex4-1.htm FORM OF THE FIRST SUPPLEMENTAL INDENTURE TO THE 2001 TWX INDENTURE ex4-1.htm
Exhibit 4.1
 
    FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of _______, 2009, among TIME WARNER INC. (formerly known as AOL Time Warner Inc.), a Delaware corporation (the “Company”), HISTORIC TW INC. (formerly known as Time Warner Inc.), a Delaware corporation (“HTW”), AOL LLC (formerly known as America Online, Inc.), a Delaware limited liability company (“AOL”), TURNER BROADCASTING SYSTEM, INC., a Georgia corporation (“TBS”), and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York, as successor trustee to The Chase Manhattan Bank), a New York banking corporation, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS the Company, HTW (in its own capacity and as successor to Time Warner Companies, Inc. (“TWCI”)), AOL and TBS have executed and delivered to the Trustee an Indenture dated as of April 19, 2001 (the “Indenture”), providing for the issuance and sale by the Company from time to time of its senior debt securities (the “Securities”, which term shall include any Securities issued under the Indenture after the date hereof);

WHEREAS HTW has, by way of the Indenture, unconditionally and irrevocably guaranteed the obligations of the Company under the Indenture (the “Initial HTW Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the Initial HTW Guarantee;

WHEREAS AOL has, by way of the Indenture, unconditionally and irrevocably guaranteed the obligations of the Company under the Indenture (the “AOL Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the AOL Guarantee;

WHEREAS TWCI had, by way of the Indenture, unconditionally and irrevocably guaranteed the obligations of HTW under the Initial HTW Guarantee (the “TWCI Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the TWCI Guarantee;

WHEREAS, pursuant to a certificate of ownership and merger filed with the Secretary of State of the State of Delaware, TWCI merged with and into HTW on February 24, 2009, with HTW being the surviving corporation, and HTW, by operation of Sections 8.01 and 8.02 of the Indenture, assumed all the guarantee obligations of TWCI under the TWCI Guarantee (such assumed TWCI Guarantee, together with the Initial HTW Guarantee, the “HTW Guarantees”);

WHEREAS TBS has, by way of the Indenture, unconditionally and irrevocably guaranteed the obligations of HTW under the Initial HTW Guarantee (the “TBS Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the TBS Guarantee;

WHEREAS Sections 8.01 and 8.02 of the Indenture provide that AOL is, by virtue of the AOL Guarantee, restricted under the Indenture from conveying or transferring its properties and assets substantially as an entirety, except under certain limited circumstances;

WHEREAS the Company has solicited consents from the Holders of Securities (the “Solicitation”) for the purpose of adopting certain proposed amendments to the Indenture which provide that the provisions of Sections 8.01 and 8.02 shall not apply to a conveyance or transfer by AOL of its properties and assets substantially as an entirety unless such conveyance or transfer constitutes a conveyance or transfer of the properties and assets of the Company, AOL, HTW and TBS and their respective subsidiaries, taken as a whole, substantially as an entirety (the “Proposed Amendments”);

WHEREAS Section 9.02 of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and with the consent of the Holders of not less than a majority of the outstanding principal amount of all series of Securities issued under the Indenture voting together as a single class, to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of modifying in any manner the rights of the Holders of the Securities;

WHEREAS the Company has obtained and delivered to the Trustee evidence of the requisite consents of Holders of the Securities to effect the Proposed Amendments under the Indenture;

WHEREAS, pursuant to the adoption of the Proposed Amendments, the Company has agreed that, in connection with (and only in connection with), the conveyance or transfer by AOL of its properties and assets substantially as an entirety, the Company shall cause its wholly owned subsidiary, Home Box Office, Inc., a Delaware corporation (“HBO”), to issue an unconditional and irrevocable guarantee of all the monetary obligations of HTW under the HTW Guarantees (including obligations to the Trustee thereunder) and of the full and punctual performance within applicable grace periods of all other obligations of HTW under the HTW Guarantees (the “HBO Guarantee”);

WHEREAS Section 9.01(5) of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and the Trustee, at any time and from time to time, to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of adding to the rights of the Holders of the Securities;

WHEREAS the Company, HTW, AOL and TBS have duly authorized the execution and delivery of this First Supplemental Indenture, subject to the terms and conditions described herein; and

WHEREAS the Company, HTW, AOL and TBS have requested that the Trustee execute and deliver this First Supplemental Indenture, and all requirements necessary to make this First Supplemental Indenture a valid instrument in accordance with its terms and to give effect to the Proposed Amendments and the execution and delivery of this First Supplemental Indenture have been duly authorized in all respects.
2

NOW, THEREFORE, the Company, HTW, AOL, TBS and the Trustee hereby agree that the following Sections of this First Supplemental Indenture supplement the Indenture with respect to Securities issued thereunder:

SECTION 1.  Definitions.  (a) Unless otherwise provided herein, the capitalized terms used and not defined herein have the meanings ascribed to such terms in the Indenture.

(b) Section 1.01 of the Indenture is hereby supplemented to add the following definitions:

““AOL” means AOL LLC (formerly known as America Online, Inc.), a Delaware limited liability company, formerly defined as “America Online” under the Indenture. All references to “America Online” under the Indenture are deemed to be references to AOL.”

““HBO” means Home Box Office, Inc., a Delaware corporation.”

““HTW” means Historic TW Inc. (formerly known as Time Warner Inc.), a Delaware corporation, formerly defined as “Time Warner” under the Indenture. All references to “Time Warner” in the Indenture are deemed to be references to HTW.”

SECTION 2.  Amendment to Article Eight.  Article Eight of the Indenture is hereby supplemented and amended by adding thereto at the end thereof, the following Section 8.03:

“SECTION 8.03.  Certain AOL Conveyances or Transfers.  Notwithstanding the foregoing, subject to the prior or concurrent issuance of the HBO Guarantee as set forth elsewhere herein, the provisions of Sections 8.01 and 8.02 shall not apply to a conveyance or transfer by AOL of its properties and assets substantially as an entirety unless such conveyance or transfer constitutes a conveyance or transfer of the properties and assets of the Company, HTW, AOL and TBS and their respective Subsidiaries, taken as a whole, substantially as an entirety.”

SECTION 3.  HBO Guarantee.  The Company hereby undertakes that, in connection with (and only in connection with), the conveyance or transfer by AOL of its properties and assets substantially as an entirety, the Company shall cause HBO to issue an unconditional and irrevocable guarantee of all the monetary obligations of HTW under the HTW Guarantees (including obligations to the Trustee thereunder) and of the full and punctual performance within applicable grace periods of all other obligations of HTW under the HTW Guarantees pursuant to a supplemental indenture to be executed by the parties thereto prior to, or concurrently with, the conveyance or transfer by AOL of its properties and assets substantially as an entirety, which supplemental indenture shall be substantially in the form set forth in Annex A to this First Supplemental Indenture, with such technical modifications as are satisfactory to the Trustee.

SECTION 4.  This First Supplemental Indenture.  This First Supplemental Indenture shall be construed as supplemental to the Indenture and shall form a part of it, and the Indenture is hereby incorporated by reference herein and each is hereby ratified, approved and confirmed.
3

SECTION 5.  GOVERNING LAW.  THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 6.  Counterparts.  This First Supplemental Indenture may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.

SECTION 7.  Headings.  The headings of this First Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 8.  Trustee Not Responsible for Recitals.  The recitals herein contained are made by the Company, HTW, AOL and TBS and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture.

SECTION 9.  Separability.  In case any one or more of the provisions contained in this First Supplemental Indenture or in the Securities shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this First Supplemental Indenture or of the Securities, but this First Supplemental Indenture and the Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.


[Remainder of Page Intentionally Left Blank]
4
 
 
 
            IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above. 
 



TIME WARNER INC.
 
By:
  
 
Name:
 
Title:


HISTORIC TW INC.
 
By:
  
 
Name:
 
Title:


AOL LLC
 
By:
  
 
Name:
 
Title:


TURNER BROADCASTING SYSTEM, INC.
 
By:
  
 
Name:
 
Title:


THE BANK OF NEW YORK MELLON,
as Trustee
 
By:
  
 
Name:
 
Title:

 
5
 
Annex A

______ SUPPLEMENTAL INDENTURE (this “                 Supplemental  Indenture”) dated as of _________, 20__, among TIME WARNER INC., a Delaware corporation (the “Company”), HISTORIC TW INC., a Delaware corporation (“HTW”), AOL LLC, a Delaware limited liability company (“AOL”), TURNER BROADCASTING SYSTEM, INC., a Georgia corporation (“TBS”), HOME BOX OFFICE, INC., a Delaware corporation (“HBO”), and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York, as successor trustee to The Chase Manhattan Bank), a New York banking corporation, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS the Company, HTW (in its own capacity and as successor to Time Warner Companies, Inc. (“TWCI”)), AOL and TBS have executed and delivered to the Trustee an Indenture dated as of April 19, 2001 (the “Original Indenture”), as amended by way of the First Supplemental Indenture, dated as of _______, 2009, among the Company, HTW, AOL, TBS and the Trustee (the “First Supplemental Indenture”) [DESCRIBE ADDITIONAL SUPPLEMENTAL INDENTURES (IF ANY)] (the Original Indenture, as so amended, is herein called the “Indenture”), providing for the issuance and sale by the Company from time to time of its senior debt securities (the “Securities”, which term shall include any Securities issued under the Indenture after the date hereof);

WHEREAS HTW has, by way of the Original Indenture, unconditionally and irrevocably guaranteed the obligations of the Company under the Indenture (the “Initial HTW Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the Initial HTW Guarantee;

WHEREAS AOL has, by way of the Original Indenture, unconditionally and irrevocably guaranteed the obligations of the Company under the Indenture (the “AOL Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the AOL Guarantee;

WHEREAS TWCI had, by way of the Original Indenture, unconditionally and irrevocably guaranteed the obligations of HTW under the Initial HTW Guarantee (the “TWCI Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the TWCI Guarantee;

WHEREAS, pursuant to a certificate of ownership and merger filed with the Secretary of State of the State of Delaware, TWCI merged with and into HTW on February 24, 2009, with HTW being the surviving corporation, and HTW, by operation of Sections 8.01 and 8.02 of the Indenture, assumed all the guarantee obligations of TWCI under the TWCI Guarantee (such assumed TWCI Guarantee together with the Initial HTW Guarantee, the “HTW Guarantees”);

WHEREAS TBS has, by way of the Original Indenture, unconditionally and irrevocably guaranteed the obligations of HTW under the Initial HTW Guarantee (the “TBS Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the TBS Guarantee;

WHEREAS Section 8.03 of the Indenture provides that Sections 8.01 and 8.02 shall not apply to a conveyance or transfer by AOL of its properties and assets substantially as an entirety unless such conveyance or transfer constitutes a conveyance or transfer of the properties and assets of the Company, HTW, AOL and TBS and their respective Subsidiaries, taken as a whole, substantially as an entirety;

WHEREAS the Company has, by way of Section 3 of the First Supplemental Indenture, agreed that, in connection with (and only in connection with), the conveyance or transfer by AOL of its properties and assets substantially as an entirety, the Company shall cause HBO, its wholly owned subsidiary, to issue an unconditional and irrevocable guarantee of all the monetary obligations of HTW under the HTW Guarantees (including obligations to the Trustee thereunder) and of the full and punctual performance within applicable grace periods of all other obligations of HTW under the HTW Guarantees (the “HBO Guarantee”);

WHEREAS AOL has conveyed or transferred, or intends to convey or transfer, its properties and assets substantially as an entirety;

WHEREAS HBO desires to issue the HBO Guarantee, subject to the terms and conditions set forth in this ______ Supplemental Indenture;

WHEREAS Section 9.01(5) of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and the Trustee, at any time and from time to time, to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of adding to the rights of the Holders of the Securities;

WHEREAS Section 9.01(7) of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and the Trustee, at any time and from time to time, to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of adding additional Events of Default in respect of the Securities;

WHEREAS the Company, HTW, AOL, TBS and HBO have duly authorized the execution and delivery of this ______ Supplemental Indenture, subject to the terms and conditions described herein; and

WHEREAS the Company, HTW, AOL, TBS and HBO have requested that the Trustee execute and deliver this ______ Supplemental Indenture, and all requirements necessary to make this ______ Supplemental Indenture a valid instrument in accordance with its terms and to make the HBO Guarantee a valid obligation of HBO, and the execution and delivery of this ______ Supplemental Indenture, have been duly authorized in all respects.
2

NOW, THEREFORE, the Company, HTW, AOL, TBS, HBO and the Trustee hereby agree that this ______ Supplemental Indenture supplements the Indenture with respect to Securities issued thereunder:

SECTION 1.  Definitions.  (a) Unless otherwise provided herein, the capitalized terms used and not defined herein have the meanings ascribed to such terms in the Indenture.

(b) The definition of “Guarantee” under Section 1.01 of the Indenture is hereby supplemented and amended to read in its entirety as follows:

““Guarantee” means the guarantees specified in Section 13.01(a) and (b) of this Indenture and the HBO Guarantee set forth in Section 2 of the ______ Supplemental Indenture.”

(c) The definition of “Guarantors” under Section 1.01 of the Indenture is hereby supplemented and amended to read in its entirety as follows:

““Guarantors” means AOL, HTW (including in its capacity as successor to TWC), TBS and HBO.”

SECTION 2.  The HBO Guarantee.  (a) HBO fully, irrevocably and unconditionally guarantees, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this ______ Supplemental Indenture) and to the Trustee and its successors and assigns (i) the full and punctual payment of all monetary obligations of HTW under the HTW Guarantees (including obligations to the Trustee) and (ii) the full and punctual performance within applicable grace periods of all other obligations of HTW under the HTW Guarantees.  HBO further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence of any action to enforce the same, the recovery of any judgment against the Company or any other Guarantor (except to the extent such judgment is paid) or any waiver or amendment of the provisions of the Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that such waiver or amendment shall be effective in accordance with its terms).

(b) HBO further agrees that the HBO Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection.

(c) HBO further agrees to waive presentment to, demand of payment from and protest to the Company or any other Person, and also waives diligence, notice of acceptance of the HBO Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy of the Company and any right to require a proceeding first against the Company or any other Person.  The obligations of HBO shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under the Indenture or the Securities of any series.

(d) The obligation of HBO to make any payment under the HBO Guarantee may be satisfied by causing the Company or any other Person to make such payment.  If any Holder of any Security or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or any Guarantor, any amount paid by any of the foregoing to the Trustee or such Holder, the HBO Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
3

(e) HBO also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under the HBO Guarantee.

(f) Any term or provision of this ______ Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of the HBO Guarantee shall not exceed the maximum amount that can be hereby guaranteed without rendering this ______ Supplemental Indenture, as it relates to HBO, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

SECTION 3.  Amendment to Defeasance upon Deposit of Funds or Government Obligations.  Section 4.03 of the Indenture is hereby supplemented and amended by adding the following sentence after the sentence following clause (5) and before the definition of “Discharged”:

“If the Company, at its option, with respect to a series of Securities, satisfies the applicable conditions pursuant to either clause (a) or (b) of the first sentence of this Section, then (x), in the event the Company satisfies the conditions to clause (a) and elects clause (a) to be applicable, HBO shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, its guarantee of the Securities of such series and to have satisfied all the obligations under this Indenture relating to the Securities of such series and (y) in either case, HBO shall cease to be under any obligation to comply with any term, provision or condition set forth in Article Eight (and any other covenants applicable to such Securities that are determined pursuant to Section 3.01 to be subject to this provision), and clause (4) of Section 5.01 (and any other Events of Default applicable to such series of Securities that are determined pursuant to Section 3.01 to be subject to this provision) shall be deemed not to be an Event of Default with respect to such series of Securities at any time thereafter.”

SECTION 4.  Additional Events of Default. Clause (4) of Section 5.01 of the Indenture is hereby supplemented and amended to read in its entirety as follows:

“(4) default in the performance, or breach, of any covenant or warranty of the Company, AOL, HTW, TBS or HBO in this Indenture in respect of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in the performance of which or the breach of which is elsewhere in this Section specifically dealt with), all of such covenants and warranties in the Indenture which are not expressly stated to be for the benefit of a particular series of Securities being deemed in respect of the Securities of all series for this purpose, and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company (or, if applicable, AOL, HTW, TBS or HBO) by the Trustee or to the Company (or, if applicable, AOL, HTW, TBS or HBO) and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of such series, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or”
4

SECTION 5.  Amendment to Article Eight.  The introductory clause of Section 8.01 of the Indenture is hereby supplemented and amended to read in its entirety as follows:

“SECTION 8.01. Consolidation, Merger, Conveyance or Transfer on Certain Terms. None of the Company, AOL, HTW, TBS or HBO shall consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless:”

SECTION 6.  Supplemental Indentures. Clause (5) of Section 9.02 of the Indenture is hereby supplemented and amended to read in its entirety as follows:

“(5) amend or modify Section 13.01 of this Indenture or the terms of the HBO Guarantee set forth in Section 2 of the ______ Supplemental Indenture in any manner adverse to the rights of the Holders of the Outstanding Securities of any series.”

SECTION 7.  This ______ Supplemental Indenture.  This ______ Supplemental Indenture shall be construed as supplemental to the Indenture and shall form a part of it, and the Indenture is hereby incorporated by reference herein and each is hereby ratified, approved and confirmed.

SECTION 8.  GOVERNING LAW.  THIS ______ SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 9.  Counterparts.  This ______ Supplemental Indenture may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.

SECTION 10.  Headings.  The headings of this ______ Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 11.  Trustee Not Responsible for Recitals.  The recitals herein contained are made by the Company, HTW, AOL, HBO and TBS and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this ______ Supplemental Indenture.

SECTION 12.  Separability.  In case any one or more of the provisions contained in this ______ Supplemental Indenture or in the Securities shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this ______ Supplemental Indenture or of the Securities, but this ______ Supplemental Indenture and the Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

5

IN WITNESS WHEREOF, the parties hereto have caused this ______ Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above.

TIME WARNER INC.
 
By:
  
 
Name:
 
Title:


HISTORIC TW INC.
 
By:
  
 
Name:
 
Title:


HOME BOX OFFICE, INC.
 
By:
  
 
Name:
 
Title:


AOL LLC
 
By:
  
 
Name:
 
Title:
 
 
TURNER BROADCASTING SYSTEM, INC.
 
By:
  
 
Name:
 
Title:


 
6

THE BANK OF NEW YORK MELLON,
as Trustee
 
By:
  
 
Name:
 
Title:

 
 
 
 
 
 
 
 7
 
 
 EX-4.2 3 ex4-2.htm FORM OF THE SECOND SUPPLEMNENTAL INDENTURE TO THE 1998 HTW INDENTURE ex4-2.htm
Exhibit 4.2
 
    SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of _______, 2009, among HISTORIC TW INC. (formerly known as Time Warner Inc.), a Delaware corporation (the “Company”), TIME WARNER INC. (formerly known as AOL Time Warner Inc.), a Delaware corporation (“TWX”), AOL LLC (formerly known as America Online, Inc.), a Delaware limited liability company (“AOL”), TURNER BROADCASTING SYSTEM, INC., a Georgia corporation (“TBS”), and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York, as successor trustee to The Chase Manhattan Bank), a New York banking corporation, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS the Company (in its own capacity and as successor to Time Warner Companies, Inc. (“TWCI”)) and TBS have executed and delivered to the Trustee an Indenture (the “Original Indenture”), dated as of June 1, 1998, as amended by way of the First Supplemental Indenture, dated as of January 11, 2001, among the Company (in its own capacity and as successor to TWCI), TWX, AOL, TBS and the Trustee (the “First Supplemental Indenture”) (the Original Indenture, as so amended, is herein called the “Indenture”), providing for the issuance and sale by the Company from time to time of its senior debt securities (the “Securities”, which term shall include any Securities issued under the Indenture after the date hereof);

WHEREAS TWCI had, by way of the Original Indenture, unconditionally and irrevocably guaranteed the obligations of the Company under the Indenture (the “TWCI Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the TWCI Guarantee;

WHEREAS, pursuant to a certificate of ownership and merger filed with the Secretary of State of the State of Delaware, TWCI merged with and into the Company on February 24, 2009, with the Company being the surviving corporation, and the Company, by operation of Sections 8.01 and 8.02 of the Indenture, assumed all the obligations of TWCI under the TWCI Guarantee;

WHEREAS TBS has, by way of the Original Indenture, unconditionally and irrevocably guaranteed the obligations of the Company under the Indenture (the “TBS Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the TBS Guarantee;

WHEREAS AOL has, by way of the First Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of the Company under the Indenture (the “AOL Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the AOL Guarantee;

WHEREAS TWX has, by way of the First Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of (a) the Company under the Indenture and (b) AOL under the AOL Guarantee (together, the “TWX Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the TWX Guarantee;

WHEREAS Sections 8.01 and 8.02 of the Indenture provide that AOL is, by virtue of the AOL Guarantee, restricted under the Indenture from conveying or transferring its properties and assets substantially as an entirety, except under certain limited circumstances;

WHEREAS TWX, acting on behalf of the Company, has solicited consents from the Holders of Securities (the “Solicitation”) for the purpose of adopting certain proposed amendments to the Indenture which provide that the provisions of Sections 8.01 and 8.02 shall not apply to a conveyance or transfer by AOL of its properties and assets substantially as an entirety unless such conveyance or transfer constitutes a conveyance or transfer of the properties and assets of the Company, TWX, AOL and TBS and their respective subsidiaries, taken as a whole, substantially as an entirety (the “Proposed Amendments”);

WHEREAS Section 9.02 of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and with the consent of the Holders of not less than a majority of the outstanding principal amount of all series of Securities issued under the Indenture voting together as a single class, to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of modifying in any manner the rights of the Holders of the Securities;

WHEREAS TWX, acting on behalf of the Company, has obtained and delivered to the Trustee evidence of the requisite consents of Holders of the Securities to effect the Proposed Amendments under the Indenture;

WHEREAS, pursuant to the adoption of the Proposed Amendments, TWX has agreed that, in connection with (and only in connection with), the conveyance or transfer by AOL of its properties and assets substantially as an entirety, TWX shall cause its wholly owned subsidiary, Home Box Office, Inc., a Delaware corporation (“HBO”), to issue an unconditional and irrevocable guarantee of the full and punctual payment of the principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and of all other monetary obligations of the Company under the Indenture (including obligations to the Trustee thereunder) and the Securities and of the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities (the “HBO Guarantee”);

WHEREAS Section 9.01(5) of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and the Trustee, at any time and from time to time, to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of adding to the rights of the Holders of the Securities;

WHEREAS the Company, TWX, AOL and TBS have duly authorized the execution and delivery of this Second Supplemental Indenture, subject to the terms and conditions described herein; and
2

WHEREAS the Company, TWX, AOL and TBS have requested that the Trustee execute and deliver this Second Supplemental Indenture, and all requirements necessary to make this Second Supplemental Indenture a valid instrument in accordance with its terms and to give effect to the Proposed Amendments and the execution and delivery of this Second Supplemental Indenture have been duly authorized in all respects.

NOW, THEREFORE, the Company, TWX, AOL, TBS and the Trustee hereby agree that the following Sections of this Second Supplemental Indenture supplement the Indenture with respect to Securities issued thereunder:

SECTION 1.  Definitions.  (a) Unless otherwise provided herein, the capitalized terms used and not defined herein have the meanings ascribed to such terms in the Indenture.

(b) Section 1.01 of the Indenture is hereby supplemented to add the following definitions:

““AOL” means AOL LLC (formerly known as America Online, Inc.), a Delaware limited liability company and all references to “America Online” under the Indenture are deemed to be references to AOL.”

““HBO” means Home Box Office, Inc., a Delaware corporation.”

““TWX” means Time Warner Inc. (formerly known as AOL Time Warner Inc.), a Delaware corporation and all references to “AOL Time Warner” in the Indenture are deemed to be references to TWX.”

SECTION 2.  Amendment to Article Eight.  Article Eight of the Indenture is hereby supplemented and amended by adding thereto at the end thereof, the following Section 8.03:

“SECTION 8.03.  Certain AOL Conveyances or Transfers.  Notwithstanding the foregoing, subject to the prior or concurrent issuance of the HBO Guarantee as set forth elsewhere herein, the provisions of Sections 8.01 and 8.02 shall not apply to a conveyance or transfer by AOL of its properties and assets substantially as an entirety unless such conveyance or transfer constitutes a conveyance or transfer of the properties and assets of the Company, TWX, AOL and TBS and their respective Subsidiaries, taken as a whole, substantially as an entirety.”

SECTION 3.  HBO Guarantee.  TWX hereby undertakes that, in connection with (and only in connection with), the conveyance or transfer by AOL of its properties and assets substantially as an entirety, TWX shall cause HBO to issue an unconditional and irrevocable guarantee of the full and punctual payment of the principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and of all other monetary obligations of the Company under the Indenture (including obligations to the Trustee thereunder) and the Securities and of the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities pursuant to a supplemental indenture to be executed by the parties thereto prior to, or concurrently with, the conveyance or transfer by AOL of its properties and assets substantially as an entirety, which supplemental indenture shall be substantially in the form set forth in Annex A to this Second Supplemental Indenture, with such technical modifications as are satisfactory to the Trustee.
3

SECTION 4.  This Second Supplemental Indenture.  This Second Supplemental Indenture shall be construed as supplemental to the Indenture and shall form a part of it, and the Indenture is hereby incorporated by reference herein and each is hereby ratified, approved and confirmed.

SECTION 5.  GOVERNING LAW.  THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 6.  Counterparts.  This Second Supplemental Indenture may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.

SECTION 7.  Headings.  The headings of this Second Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 8.  Trustee Not Responsible for Recitals.  The recitals herein contained are made by the Company, TWX, AOL and TBS and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture.

SECTION 9.  Separability.  In case any one or more of the provisions contained in this Second Supplemental Indenture or in the Securities shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Second Supplemental Indenture or of the Securities, but this Second Supplemental Indenture and the Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.


[Remainder of Page Intentionally Left Blank]


4

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above.


HISTORIC TW INC.
 
By:
  
 
Name:
 
Title:


TIME WARNER INC.
 
By:
  
 
Name:
 
Title:


AOL LLC
 
By:
  
 
Name:
 
Title:


TURNER BROADCASTING SYSTEM, INC.
 
By:
  
 
Name:
 
Title:


THE BANK OF NEW YORK MELLON, as Trustee
 
By:
  
 
Name:
 
Title:

5
 
Annex A

______ SUPPLEMENTAL INDENTURE (this “                 Supplemental Indenture”) dated as of _________, 20__, among HISTORIC TW INC., a Delaware corporation (the “Company”), TIME WARNER INC., a Delaware corporation (“TWX”), AOL LLC, a Delaware limited liability company (“AOL”), TURNER BROADCASTING SYSTEM, INC., a Georgia corporation (“TBS”), HOME BOX OFFICE, INC., a Delaware corporation (“HBO”), and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York, as successor trustee to The Chase Manhattan Bank), a New York banking corporation, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS the Company (in its own capacity and as successor to Time Warner Companies, Inc. (“TWCI”)) and TBS have executed and delivered to the Trustee an Indenture (the “Original Indenture”), dated as of June 1, 1998, as amended by way of the First Supplemental Indenture, dated as of January 11, 2001, among the Company (in its own capacity and as successor to TWCI), TWX, AOL, TBS and the Trustee (the “First Supplemental Indenture”) and the Second Supplemental Indenture, dated as of ________, 2009, among the Company, TWX, AOL, TBS and the Trustee (the “Second Supplemental Indenture”) [DESCRIBE ADDITIONAL SUPPLEMENTAL INDENTURES (IF ANY)] (the Original Indenture, as so amended, is herein called the “Indenture”), providing for the issuance and sale by the Company from time to time of its senior debt securities (the “Securities”, which term shall include any Securities issued under the Indenture after the date hereof);

WHEREAS TWCI had, by way of the Original Indenture, unconditionally and irrevocably guaranteed the obligations of the Company under the Indenture (the “TWCI Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the TWCI Guarantee;

WHEREAS, pursuant to a certificate of ownership and merger filed with the Secretary of State of the State of Delaware, TWCI merged with and into the Company on February 24, 2009, with the Company being the surviving corporation, and the Company, by operation of Sections 8.01 and 8.02 of the Indenture, assumed all the obligations of TWCI under the TWCI Guarantee;

WHEREAS TBS has, by way of the Original Indenture, unconditionally and irrevocably guaranteed the obligations of the Company under the Indenture (the “TBS Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the TBS Guarantee;

WHEREAS AOL has, by way of the First Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of the Company under the Indenture (the “AOL Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the AOL Guarantee;

WHEREAS TWX has, by way of the First Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of (a) the Company under the Indenture and (b) AOL under the AOL Guarantee (together, the “TWX Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the TWX Guarantee;

WHEREAS Section 8.03 of the Indenture provides that Sections 8.01 and 8.02 shall not apply to a conveyance or transfer by AOL of its properties and assets substantially as an entirety unless such conveyance or transfer constitutes a conveyance or transfer of the properties and assets of the Company, TWX, AOL and TBS and their respective Subsidiaries, taken as a whole, substantially as an entirety;

WHEREAS TWX has, by way of Section 3 of the Second Supplemental Indenture, agreed that, in connection with (and only in connection with), the conveyance or transfer by AOL of its properties and assets substantially as an entirety, TWX shall cause HBO, its wholly owned subsidiary, to issue an unconditional and irrevocable guarantee of the full and punctual payment of the principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and of all other monetary obligations of the Company under the Indenture (including obligations to the Trustee thereunder) and the Securities and of the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities (the “HBO Guarantee”);

WHEREAS AOL has conveyed or transferred, or intends to convey or transfer, its properties and assets substantially as an entirety;

WHEREAS HBO desires to issue the HBO Guarantee, subject to the terms and conditions set forth in this ______ Supplemental Indenture;

WHEREAS Section 9.01(5) of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and the Trustee, at any time and from time to time, to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of adding to the rights of the Holders of the Securities;

WHEREAS Section 9.01(7) of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and the Trustee, at any time and from time to time to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of adding additional Events of Default in respect of the Securities;

WHEREAS the Company, TWX, AOL, TBS and HBO have duly authorized the execution and delivery of this ______ Supplemental Indenture, subject to the terms and conditions described herein; and

WHEREAS the Company, TWX, AOL, TBS and HBO have requested that the Trustee execute and deliver this ______ Supplemental Indenture, and all requirements necessary to make this ______ Supplemental Indenture a valid instrument in accordance with its terms and to make the HBO Guarantee a valid obligation of HBO, and the execution and delivery of this ______ Supplemental Indenture, have been duly authorized in all respects.
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NOW, THEREFORE, the Company, TWX, AOL, TBS, HBO and the Trustee hereby agree that this ______ Supplemental Indenture supplements the Indenture with respect to Securities issued thereunder:

SECTION 1.  Definitions.  (a) Unless otherwise provided herein, the capitalized terms used and not defined herein have the meanings ascribed to such terms in the Indenture.

(b) The definition of “Guarantors” under Section 1.01 of the Indenture is hereby supplemented and amended to read in its entirety as follows:

““Guarantors” means TWX, AOL, TBS and HBO.”

SECTION 2.  The HBO Guarantee.  (a) HBO irrevocably and unconditionally guarantees, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this ______ Supplemental Indenture) and to the Trustee and its successors and assigns, (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities. HBO further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence of any action to enforce the same, the recovery of any judgment against the Company, AOL, TWX, TBS or HBO (except to the extent such judgment is paid) or any waiver or amendment of the provisions of the Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that such waiver or amendment shall be effective in accordance with its terms).

(b) HBO further agrees that the HBO Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection.

(c) HBO further agrees to waive presentment to, demand of payment from and protest to the Company of any of the HBO Guarantee, the AOL Guarantee, the TWX Guarantee, the TWCI Guarantee or the TBS Guarantee and also waives diligence, notice of acceptance of the HBO Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy of the Company and any right to require a proceeding first against the Company or any other Person. The obligations of HBO shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under the Indenture or the Securities of any series.

(d) The obligation of HBO to make any payment under the HBO Guarantee may be satisfied by causing the Company, AOL, TWX or TBS to make such payment. If any Holder of any Security or the Trustee is required by any court or otherwise to return to the Company, AOL, TWX, TBS or HBO or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company, AOL, TWX, TBS or HBO, any amount paid by any of the foregoing to the Trustee or such Holder, the HBO Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
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(e) HBO also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under the HBO Guarantee.

(f) Any term or provision of this ______ Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of the HBO Guarantee shall not exceed the maximum amount that can be hereby guaranteed without rendering this ______ Supplemental Indenture, as it relates to HBO, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

SECTION 3.  Amendment to Defeasance upon Deposit of Funds or Government Obligations. Section 4.03 of the Indenture is hereby supplemented and amended by substituting the following sentence for the sentence that appears following clause (5) and before the definition of “Discharged”:

“If the Company, at its option, with respect to a series of Securities, satisfies the applicable conditions pursuant to either clause (a) or (b) of the first sentence of this Section, then (x), in the event the Company satisfies the conditions to clause (a) and elects clause (a) to be applicable, each of TWX, AOL, TBS and HBO shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, their respective guarantees of the Securities of such series and to have satisfied all the obligations under this Indenture relating to the Securities of such series and (y) in either case, each of TWX, AOL, TBS and HBO shall cease to be under any obligation to comply with any term, provision or condition set forth in Article Eight (and any other covenants applicable to such Securities that are determined pursuant to Section 3.01 to be subject to this provision), and clause (5) of Section 5.01 (and any other Events of Default applicable to such series of Securities that are determined pursuant to Section 3.01 to be subject to this provision) shall be deemed not to be an Event of Default with respect to such series of Securities at any time thereafter.”

SECTION 4.  Amendments to the Events of Default and Remedies. Clause (5) of Section 5.01 of the Indenture is hereby supplemented and amended by adding thereto at the end thereof the following:

“; (iii) default in the performance, or breach, of any covenant or warranty of HBO in this Indenture (as it may be supplemented from time to time) in respect of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in the performance of which or the breach of which is elsewhere in this Section specifically dealt with), all of such covenants and warranties in the Indenture (as so supplemented) which are not expressly stated to be for the benefit of a particular series of Securities being deemed in respect of the Securities of all series for this purpose, and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail to HBO by the Trustee or to HBO and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of such series, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a ‘Notice of Default’ hereunder; or”.
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SECTION 5.  Amendments to Article Eight.  (a)  The introductory clause and clause (1) of Section 8.01 of the Indenture are hereby supplemented and amended to read in their entirety as follows:

“Section 8.01. Consolidation, Merger, Conveyance or Transfer on Certain Terms. None of the Company, TWX, AOL, TBS or HBO shall consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless:

(1)(a) In the case of the Company, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety shall be organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance of every covenant of this Indenture (as supplemented from time to time) on the part of the Company to be performed or observed; (b) in the case of TWX, AOL, TBS or HBO, the Person formed by such consolidation or into which TWX, AOL, TBS or HBO is merged or the Person which acquires by conveyance or transfer the properties and assets of TWX, AOL, TBS or HBO substantially as an entirety shall be either (i) the Company or (ii) a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, and in the case of clause (ii), shall expressly assume, by any indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance of every covenant of this Indenture (as supplemented from time to time) on the part of TWX, AOL, TBS or HBO to be performed or observed;”.

(b)  Section 8.02 of the Indenture is hereby supplemented and amended to read in its entirety as follows:

“Section 8.02. Successor Person Substituted. Upon any consolidation or merger, or any conveyance or transfer of the properties and assets of the Company, TWX, AOL, TBS or HBO substantially as an entirety in accordance with Section 8.01, the successor Person formed by such consolidation or into which the Company, TWX, AOL, TBS or HBO is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company, TWX, AOL, TBS or HBO under this Indenture with the same effect as if such successor had been named as the Company, TWX, AOL, TBS or HBO herein, as the case may be. In the event of any such conveyance or transfer, the Company, TWX, AOL, TBS or HBO, as the case may be, as the predecessor shall be discharged from all obligations and covenants under this Indenture and the Securities and may be dissolved, wound up or liquidated at any time thereafter.”
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SECTION 6.  Supplemental Indentures. Clauses (1) and (2) of Section 9.01 of Article Nine are hereby supplemented and amended to read in their entirety as follows:

“(1) to evidence the succession of another corporation or Person to the Company, TWX, AOL, TBS or HBO, and the assumption by any such successor of the respective covenants of the Company, TWX, AOL, TBS or HBO herein and in the Securities contained; or

(2) to add to the covenants of the Company, TWX, AOL, TBS or HBO or to surrender any right or power herein conferred upon the Company, TWX, AOL, TBS or HBO, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or”.

SECTION 7.  This ______ Supplemental Indenture.  This ______ Supplemental Indenture shall be construed as supplemental to the Indenture and shall form a part of it, and the Indenture is hereby incorporated by reference herein and each is hereby ratified, approved and confirmed.

SECTION 8.  GOVERNING LAW.  THIS ______ SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 9.  Counterparts.  This ______ Supplemental Indenture may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.

SECTION 10.  Headings.  The headings of this ______ Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 11.  Trustee Not Responsible for Recitals.  The recitals herein contained are made by the Company, TWX, AOL, HBO and TBS and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this ______ Supplemental Indenture.

SECTION 12.  Separability.  In case any one or more of the provisions contained in this ______ Supplemental Indenture or in the Securities shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this ______ Supplemental Indenture or of the Securities, but this ______ Supplemental Indenture and the Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.
6

 
IN WITNESS WHEREOF, the parties hereto have caused this ______ Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above.


HISTORIC TW INC.
 
By:
  
 
Name:
 
Title:


TIME WARNER INC.
 
By:
  
 
Name:
 
Title:


HOME BOX OFFICE, INC.
 
By:
  
 
Name:
 
Title:


AOL LLC
 
By:
  
 
Name:
 
Title:


TURNER BROADCASTING SYSTEM, INC.
 
By:
  
 
Name:
 
Title:


7
THE BANK OF NEW YORK MELLON, as Trustee
 
By:
  
 
Name:
 
Title:

 
 
 
 
 
 
8
 

EX-4.3 4 ex4-3.htm FORM OF THE NINTH SUPPLEMENTAL INDENTURE TO THE 1993 HTW INDENTURE ex4-3.htm
 
Exhibit 4.3
 
 
NINTH SUPPLEMENTAL INDENTURE (this “Ninth Supplemental Indenture”) dated as of _______, 2009, among
HISTORIC TW INC., a Delaware corporation (the “Company”), TIME WARNER INC., a Delaware corporation (“TWX”),
AOL LLC, a Delaware limited liability company (“AOL”), TURNER BROADCASTING SYSTEM, INC., a Georgia corporation
(“TBS”), and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York, as successor trustee to The
Chase Manhattan Bank (formerly known as Chemical Bank)), a New York banking corporation, as trustee (the “Trustee”).
 
W I T N E S S E T H
 
WHEREAS the Company (as successor to Time Warner Companies, Inc. (“TWCI”)) has executed and delivered to the Trustee an Indenture (the “Original Indenture”), dated as of January 15, 1993, as amended from time to time, by way of the First Supplemental Indenture, dated as of June 15, 1993, between the Company (as successor to TWCI) and the Trustee, the Second Supplemental Indenture, dated as of October 10, 1996, between the Company (in its own capacity and as successor to TWCI) and the Trustee (the “Second Supplemental Indenture”), the Third Supplemental Indenture, dated as of December 31, 1996, between the Company (in its own capacity and as successor to TWCI) and the Trustee (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture, dated as of December 17, 1997, among the Company (in its own capacity and as successor to TWCI), TBS and the Trustee (the “Fourth Supplemental Indenture”), the Fifth Supplemental Indenture, dated as of January 12, 1998, among the Company (in its own capacity and as successor to TWCI), TBS and the Trustee, the Sixth Supplemental Indenture, dated as of March 17, 1998, among the Company (in its own capacity and as successor to TWCI), TBS and the Trustee (the “Sixth Supplemental Indenture”), the Seventh Supplemental Indenture, dated as of January 11, 2001, among the Company (in its own capacity and as successor to TWCI), TWX, AOL, TBS and the Trustee (the “Seventh Supplemental Indenture”) and the Eighth Supplemental Indenture, dated as of February 23, 2009, among the Company (in its own capacity and as successor to TWCI), TWX, AOL, TBS and the Trustee (the “Eighth Supplemental Indenture”) (the Original Indenture, as so amended, is herein called the “Indenture”), providing for the issuance and sale by the Company from time to time of its senior debt securities (the “Securities”, which term shall include any Securities issued under the Indenture after the date hereof);
 
WHEREAS TWCI was the original issuer under the Indenture and the Company (in its own capacity and not as successor to TWCI) has (a) by way of the Second Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of TWCI under the Indenture (the “Initial HTW Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the Initial HTW Guarantee, (b) by way of the Third Supplemental Indenture, extended to the Holders of Securities certain additional rights and privileges in connection with the Initial HTW Guarantee, and (c) by way of the Sixth Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of TBS under the TBS Guarantee (as defined below) (the “Additional HTW Guarantee” and together with the Initial HTW Guarantee, the “HTW Guarantees”) and extended to the Holders of Securities certain rights and privileges in connection with the Additional HTW Guarantee;
 
 
 
 
 
WHEREAS, pursuant to a certificate of ownership and merger filed with the Secretary of State of the State of Delaware, TWCI merged with and into the Company on February 24, 2009, with the Company being the surviving corporation, and the Company, by way of the Eighth Supplemental Indenture, assumed all the obligations of TWCI under the Indenture;
 
WHEREAS TBS has, by way of the Fourth Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of the Company under the Indenture (the “TBS Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the TBS Guarantee;
 
WHEREAS AOL has, by way of the Seventh Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of the Company under the HTW Guarantees (the “AOL Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the AOL Guarantee, and has, by way of the Eighth Supplemental Indenture, affirmed that the AOL Guarantee, in so far as it is a guarantee of the obligations of the Company under the HTW Guarantees, constitutes a guarantee of the obligations of the Company, in its capacity as successor to TWCI, in respect of the Securities;
 
WHEREAS TWX has, by way of the Seventh Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of (a) AOL under the AOL Guarantee and (b) the Company under the HTW Guarantees (together, the “TWX Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the TWX Guarantee, and has, by way of the Eighth Supplemental Indenture, affirmed that the TWX Guarantee, in so far as it is a guarantee of the obligations of the Company under the HTW Guarantees, constitutes a guarantee of the obligations of the Company, in its capacity as successor to TWCI, in respect of the Securities;
 
WHEREAS Sections 801 and 802 of the Indenture provide that AOL is, by virtue of the AOL Guarantee, restricted under the Indenture from conveying or transferring its properties and assets substantially as an entirety, except under certain limited circumstances;
 
WHEREAS TWX, acting on behalf of the Company, has solicited consents from the Holders of Securities (the “Solicitation”) for the purpose of adopting certain proposed amendments to the Indenture which provide that the provisions of Sections 801 and 802 shall not apply to a conveyance or transfer by AOL of its properties and assets substantially as an entirety unless such conveyance or transfer constitutes a conveyance or transfer of the properties and assets of the Company, TWX, AOL and TBS and their respective subsidiaries, taken as a whole, substantially as an entirety (the “Proposed Amendments”);
 
WHEREAS Section 902 of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and with the consent of the Holders of not less than a majority in principal amount of the Securities then outstanding, voting by series, to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of modifying in any manner the rights of the Holders of the Securities;
 
 
2
 
 
WHEREAS TWX, acting on behalf of the Company, has obtained and delivered to the Trustee evidence of the requisite consents of Holders of the Securities to effect the Proposed Amendments under the Indenture;
 
WHEREAS, pursuant to the adoption of the Proposed Amendments, TWX has agreed that, in connection with (and only in connection with), the conveyance or transfer by AOL of its properties and assets substantially as an entirety, TWX shall cause its wholly owned subsidiary, Home Box Office, Inc., a Delaware corporation (“HBO”), to issue an unconditional and irrevocable guarantee of the full and punctual payment of the principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and of all other monetary obligations of the Company under the Indenture (including obligations to the Trustee thereunder) and the Securities and of the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities (the “HBO Guarantee”);
 
WHEREAS Section 901(5) of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and the Trustee, at any time and from time to time, to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of adding to the rights of the Holders of the Securities;
 
WHEREAS the Company, TWX, AOL and TBS have duly authorized the execution and delivery of this Ninth Supplemental Indenture, subject to the terms and conditions described herein; and
 
WHEREAS the Company, TWX, AOL and TBS have requested that the Trustee execute and deliver this Ninth Supplemental Indenture, and all requirements necessary to make this Ninth Supplemental Indenture a valid instrument in accordance with its terms and to give effect to the Proposed Amendments and the execution and delivery of this Ninth Supplemental Indenture have been duly authorized in all respects.
 
NOW, THEREFORE, the Company, TWX, AOL, TBS and the Trustee hereby agree that the following Sections of this Ninth Supplemental Indenture supplement the Indenture with respect to Securities issued thereunder:
 
SECTION 1.  Definitions.  (a) Unless otherwise provided herein, the capitalized terms used and not defined herein have the meanings ascribed to such terms in the Indenture.
 
(b) Section 101 of the Indenture is hereby supplemented to add the following definitions:
 
““AOL” means AOL LLC (formerly known as America Online, Inc.), a Delaware limited liability company, defined in the Eighth Supplemental Indenture as “AOL” and formerly defined in the Seventh Supplemental Indenture as “America Online”. All references to “America Online” under the Indenture are deemed to be references to AOL.”
 
““HBO” means Home Box Office, Inc., a Delaware corporation.”
 
 
3
 
 
““TWX” means Time Warner Inc. (formerly known as AOL Time Warner Inc.), a Delaware corporation, defined in the Eighth Supplemental Indenture as “TWX” and formerly defined in the Seventh Supplemental Indenture as “AOL Time Warner”. All references to “AOL Time Warner” in the Indenture are deemed to be references to TWX.”
 
SECTION 2.  Amendment to Article Eight.  Article Eight of the Indenture is hereby supplemented and amended by adding thereto at the end thereof, the following Section 803:
 
“Section 803.  Certain AOL Conveyances or Transfers.  Notwithstanding the foregoing, subject to the prior or concurrent issuance of the HBO Guarantee as set forth elsewhere herein, the provisions of Sections 801 and 802 shall not apply to a conveyance or transfer by AOL of its properties and assets substantially as an entirety unless such conveyance or transfer constitutes a conveyance or transfer of the properties and assets of the Company, TWX, AOL and TBS and their respective Subsidiaries, taken as a whole, substantially as an entirety.”
 
SECTION 3.  HBO Guarantee.  TWX hereby undertakes that, in connection with (and only in connection with), the conveyance or transfer by AOL of its properties and assets substantially as an entirety, TWX shall cause HBO to issue an unconditional and irrevocable guarantee of the full and punctual payment of the principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and of all other monetary obligations of the Company under the Indenture (including obligations to the Trustee thereunder) and the Securities and of the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities pursuant to a supplemental indenture to be executed by the parties thereto prior to, or concurrently with, the conveyance or transfer by AOL of its properties and assets substantially as an entirety, which supplemental indenture shall be substantially in the form set forth in Annex A to this Ninth Supplemental Indenture, with such technical modifications as are satisfactory to the Trustee.
 
SECTION 4.  This Ninth Supplemental Indenture.  This Ninth Supplemental Indenture shall be construed as supplemental to the Indenture and shall form a part of it, and the Indenture is hereby incorporated by reference herein and each is hereby ratified, approved and confirmed.
 
SECTION 5.  GOVERNING LAW.  THIS NINTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
 
SECTION 6.  Counterparts.  This Ninth Supplemental Indenture may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.
 
SECTION 7.  Headings.  The headings of this Ninth Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.
 
 
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SECTION 8.  Trustee Not Responsible for Recitals.  The recitals herein contained are made by the Company, TWX, AOL and TBS and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Ninth Supplemental Indenture.
 
SECTION 9.  Separability.  In case any one or more of the provisions contained in this Ninth Supplemental Indenture or in the Securities shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Ninth Supplemental Indenture or of the Securities, but this Ninth Supplemental Indenture and the Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.
 

[Remainder of Page Intentionally Left Blank]
 
 
 
5
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Ninth Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above.
 

HISTORIC TW INC.
 
By:
  
 
Name:
 
Title:


TIME WARNER INC.
 
By:
  
 
Name:
 
Title:


AOL LLC
 
By:
  
 
Name:
 
Title:


TURNER BROADCASTING SYSTEM, INC.
 
By:
  
 
Name:
 
Title:


THE BANK OF NEW YORK MELLON, as Trustee
 
By:
  
 
Name:
 
Title:
 
 
 
6
 

 
Annex A

______ SUPPLEMENTAL INDENTURE (this “______   Supplemental Indenture”) dated as of _________, 20__, among HISTORIC TW INC., a Delaware corporation (the “Company”), TIME WARNER INC., a Delaware corporation (“TWX”), AOL LLC, a Delaware limited liability company (“AOL”), TURNER BROADCASTING SYSTEM, INC., a Georgia corporation (“TBS”), HOME BOX OFFICE, INC., a Delaware corporation (“HBO”), and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York, as successor trustee to The Chase Manhattan Bank (formerly known as Chemical Bank)), a New York banking corporation, as trustee (the “Trustee”).
 
W I T N E S S E T H
 
WHEREAS the Company (as successor to Time Warner Companies, Inc. (“TWCI”)) has executed and delivered to the Trustee an Indenture (the “Original Indenture”), dated as of January 15, 1993, as amended from time to time, by way of the First Supplemental Indenture, dated as of June 15, 1993, between the Company (as successor to TWCI) and the Trustee, the Second Supplemental Indenture, dated as of October 10, 1996, among the Company (in its own capacity and as successor to TWCI) and the Trustee (the “Second Supplemental Indenture”), the Third Supplemental Indenture, dated as of December 31, 1996, among the Company (in its own capacity and as successor to TWCI) and the Trustee (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture, dated as of December 17, 1997, among the Company (in its own capacity and as successor to TWCI), TBS and the Trustee (the “Fourth Supplemental Indenture”), the Fifth Supplemental Indenture, dated as of January 12, 1998, among the Company (in its own capacity and as successor to TWCI), TBS and the Trustee, the Sixth Supplemental Indenture, dated as of March 17, 1998, among the Company (in its own capacity and as successor to TWCI), TBS and the Trustee (the “Sixth Supplemental Indenture”), the Seventh Supplemental Indenture, dated as of January 11, 2001, among the Company (in its own capacity and as successor to TWCI), TWX, AOL, TBS and the Trustee (the “Seventh Supplemental Indenture”), the Eighth Supplemental Indenture, dated as of February 23, 2009, among the Company (in its own capacity and as successor to TWCI), TWX, AOL, TBS and the Trustee (the “Eighth Supplemental Indenture”) and the Ninth Supplemental Indenture, dated as of _______, 2009, among the Company (in its own capacity and as successor to TWCI), TWX, AOL, TBS and the Trustee (the “Ninth Supplemental Indenture”) [DESCRIBE ADDITIONAL SUPPLEMENTAL INDENTURES (IF ANY)] (the Original Indenture, as so amended, is herein called the “Indenture”), providing for the issuance and sale by the Company from time to time of its senior debt securities (the “Securities”, which term shall include any Securities issued under the Indenture after the date hereof);
 
WHEREAS TWCI was the original issuer under the Indenture and the Company (in its own capacity and not as successor to TWCI) has (a) by way of the Second Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of TWCI under the Indenture (the “Initial HTW Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the Initial HTW Guarantee, (b) by way of the Third Supplemental Indenture, extended to the Holders of Securities certain additional rights and privileges in connection with the Initial HTW Guarantee, and (c) by way of the Sixth Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of TBS under the TBS Guarantee (as defined below) (the “Additional HTW Guarantee” and together with the Initial HTW Guarantee, the “HTW Guarantees”) and extended to the Holders of Securities certain rights and privileges in connection with the Additional HTW Guarantee;
 
 
 
 
WHEREAS, pursuant to a certificate of ownership and merger filed with the Secretary of State of the State of Delaware, TWCI merged with and into the Company on February 24, 2009, with the Company being the surviving corporation, and the Company, by way of the Eighth Supplemental Indenture, assumed all the obligations of TWCI under the Indenture;
 
WHEREAS TBS has, by way of the Fourth Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of the Company under the Indenture (the “TBS Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the TBS Guarantee;
 
WHEREAS AOL has, by way of the Seventh Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of HTW under the HTW Guarantees (the “AOL Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the AOL Guarantee, and has, by way of the Eighth Supplemental Indenture, affirmed that the AOL Guarantee, in so far as it is a guarantee of the obligations of the Company under the HTW Guarantees, constitutes a guarantee of the obligations of the Company, in its capacity as successor to TWCI, in respect of the Securities;
 
WHEREAS TWX has, by way of the Seventh Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of (a) AOL under the AOL Guarantee and (b) the Company under the HTW Guarantees (together, the “TWX Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the TWX Guarantee, and has, by way of the Eighth Supplemental Indenture, affirmed that the TWX Guarantee, in so far as it is a guarantee of the obligations of the Company under the HTW Guarantees, constitutes a guarantee of the obligations of the Company, in its capacity as successor to TWCI, in respect of the Securities;
 
WHEREAS Section 803 of the Indenture provides that Sections 801 and 802 shall not apply to a conveyance or transfer by AOL of its properties and assets substantially as an entirety unless such conveyance or transfer constitutes a conveyance or transfer of the properties and assets of the Company, TWX, AOL and TBS and their respective Subsidiaries, taken as a whole, substantially as an entirety;
 
WHEREAS TWX has, by way of Section 3 of the Ninth Supplemental Indenture, agreed that, in connection with (and only in connection with), the conveyance or transfer by AOL of its properties and assets substantially as an entirety, TWX shall cause HBO, its wholly owned subsidiary, to issue an unconditional and irrevocable guarantee of the full and punctual payment of the principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and of all other monetary obligations of the Company under the Indenture (including obligations to the Trustee thereunder) and the Securities and of the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities (the “HBO Guarantee”);
 
 
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WHEREAS AOL has conveyed or transferred, or intends to convey or transfer, its properties and assets substantially as an entirety;
 
WHEREAS HBO desires to issue the HBO Guarantee, subject to the terms and conditions set forth in this ______ Supplemental Indenture;
 
WHEREAS Section 901(5) of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and the Trustee, at any time and from time to time, to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of adding to the rights of the Holders of the Securities;
 
WHEREAS Section 901(7) of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and the Trustee, at any time and from time to time to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of adding additional Events of Default in respect of the Securities;
 
WHEREAS the Company, TWX, AOL, TBS and HBO have duly authorized the execution and delivery of this ______ Supplemental Indenture, subject to the terms and conditions described herein; and
 
WHEREAS the Company, TWX, AOL, TBS and HBO have requested that the Trustee execute and deliver this ______ Supplemental Indenture, and all requirements necessary to make this ______ Supplemental Indenture a valid instrument in accordance with its terms and to make the HBO Guarantee a valid obligation of HBO, and the execution and delivery of this ______ Supplemental Indenture, have been duly authorized in all respects.
 
NOW, THEREFORE, the Company, TWX, AOL, TBS, HBO and the Trustee hereby agree that this ______ Supplemental Indenture supplements the Indenture with respect to Securities issued thereunder:
 
SECTION 1.  Definitions.  Unless otherwise provided herein, the capitalized terms used and not defined herein have the meanings ascribed to such terms in the Indenture.
 
SECTION 2.  The HBO Guarantee.  (a) HBO irrevocably and unconditionally guarantees, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this ______ Supplemental Indenture) and to the Trustee and its successors and assigns, (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities. HBO further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence of any action to enforce the same, the recovery of any judgment against the Company, AOL, TWX, TBS or HBO (except to the extent such judgment is paid) or any waiver or amendment of the provisions of the Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that such waiver or amendment shall be effective in accordance with its terms).
 
 
 
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(b) HBO further agrees that the HBO Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection.
 
(c) HBO further agrees to waive presentment to, demand of payment from and protest to the Company of any of the HBO Guarantee, the AOL Guarantee, the TWX Guarantee, the TBS Guarantee or the HTW Guarantees, and also waives diligence, notice of acceptance of the HBO Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy of the Company and any right to require a proceeding first against the Company or any other Person. The obligations of HBO shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under the Indenture or the Securities of any series.
 
(d) The obligation of HBO to make any payment under the HBO Guarantee may be satisfied by causing the Company, AOL, TWX or TBS to make such payment. If any Holder of any Security or the Trustee is required by any court or otherwise to return to the Company, AOL, TWX , TBS or HBO, or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company, AOL, TWX, TBS or HBO, any amount paid by any of the foregoing to the Trustee or such Holder, the HBO Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
 
(e) HBO also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under the HBO Guarantee.
 
(f) Any term or provision of this ______ Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of the HBO Guarantee shall not exceed the maximum amount that can be hereby guaranteed without rendering this ______ Supplemental Indenture, as it relates to HBO, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
 
SECTION 3.  Amendment to Defeasance upon Deposit of Funds or Government Obligations.  Section 403 of the Indenture is hereby supplemented and amended by adding the following sentence after the three sentences following clause (5) and before the definition of “Discharged”:
 
“If the Company, at its option, with respect to a series of Securities, satisfies the applicable conditions pursuant to either clause (a) or (b) of the first sentence of this Section, then (x), in the event the Company satisfies the conditions to clause (a) and elects clause (a) to be applicable, HBO shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, its guarantee of the Securities of such series and to have satisfied all the obligations under this Indenture relating to the Securities of such series and (y) in either case, HBO shall cease to be under any obligation to comply with any term, provision or condition set forth in Article Eight (and any other covenants applicable to such Securities that are determined pursuant to Section 301 to be subject to this provision), and clause (5)(ii) of Section 501 (and any other Events of Default applicable to such series of Securities that are determined pursuant to Section 301 to be subject to this provision) shall be deemed not to be an Event of Default with respect to such series of Securities at any time thereafter.”
 
 
 
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SECTION 4.  Amendments to the Events of Default and Remedies.  Clause (5) of Section 501 of the Indenture is hereby supplemented and amended by adding thereto at the end thereof the following:
 
“; (v) default in the performance, or breach, of any covenant or warranty of HBO in this Indenture (as it may be supplemented from time to time) in respect of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in the performance of which or the breach of which is elsewhere in this Section specifically dealt with), all of such covenants and warranties in the Indenture (as so supplemented) which are not expressly stated to be for the benefit of a particular series of Securities being deemed in respect of the Securities of all series for this purpose, and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail to HBO by the Trustee or to HBO and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of such series, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a ‘Notice of Default’ hereunder; or”.
 
SECTION 5.  Amendments to Article Eight.  (a)  The introductory clause and clause (1) of Section 801 of the Indenture are hereby supplemented and amended to read in their entirety as follows:
 
“Section 801.  Consolidation, Merger, Conveyance or Transfer on Certain Terms.  None of the Company, TWX, AOL, HBO or TBS shall consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless:

(1)(a)  In the case of the Company, the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety shall be organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance of every covenant of this Indenture (as supplemented from time to time) on the part of the Company to be performed or observed; (b) in the case of TWX, AOL, HBO or TBS, the corporation formed by such consolidation or into which TWX, AOL, HBO or TBS is merged or the Person which acquires by conveyance or transfer the properties and assets of TWX, AOL, HBO or TBS substantially as an entirety shall be organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance of every covenant of this Indenture (as supplemented from time to time) on the part of TWX, AOL, HBO or TBS to be performed or observed;”
 
 
 
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(b)  Section 802 of the Indenture is hereby supplemented and amended to read in its entirety as follows:

“Section 802.  Successor Person Substituted.  Upon any consolidation or merger, or any conveyance or transfer of the properties and assets of the Company, TWX, AOL, HBO or TBS substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Company, TWX, AOL, HBO or TBS is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company, TWX, AOL, HBO or TBS, as the case may be, under this Indenture with the same effect as if such successor had been named as the Company, TWX, AOL, HBO or TBS herein, as the case may be.  In the event of any such conveyance or transfer, the Company, TWX, AOL, HBO or TBS, as the case may be, as the predecessor shall be discharged from all obligations and covenants under this Indenture and the Securities and may be dissolved, wound up or liquidated at any time thereafter.”

SECTION 6.  Supplemental Indentures.  Clauses (1) and (2) of Section 901 of the Indenture are hereby supplemented and amended to read in their entirety as follows:
 
“(1) to evidence the succession of another corporation or Person to the Company, TWX, AOL, TBS or HBO, and the assumption by any such successor of the respective covenants of the Company, TWX, AOL, TBS or HBO herein and in the Securities contained; or

(2) to add to the covenants of the Company, TWX, AOL, TBS or HBO or to surrender any right or power herein conferred upon the Company, TWX, AOL, TBS or HBO, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or”.

SECTION 7.  This ______   Supplemental Indenture.  This ______ Supplemental Indenture shall be construed as supplemental to the Indenture and shall form a part of it, and the Indenture is hereby incorporated by reference herein and each is hereby ratified, approved and confirmed.
 
SECTION 8.  GOVERNING LAW.  THIS ______ SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
 
SECTION 9.  Counterparts.  This ______ Supplemental Indenture may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.
 
 
 
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SECTION 10.  Headings.  The headings of this ______ Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.
 
SECTION 11.  Trustee Not Responsible for Recitals.  The recitals herein contained are made by the Company, TWX, AOL, HBO and TBS and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this ______ Supplemental Indenture.
 
SECTION 12.  Separability.  In case any one or more of the provisions contained in this ______ Supplemental Indenture or in the Securities shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this ______ Supplemental Indenture or of the Securities, but this ______ Supplemental Indenture and the Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.
 

[Remainder of Page Intentionally Left Blank]
 
 
 
7
 
 

IN WITNESS WHEREOF, the parties hereto have caused this ______ Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above.
 

HISTORIC TW INC.
 
By:
  
 
Name:
 
Title:


TIME WARNER INC.
 
By:
  
 
Name:
 
Title:


HOME BOX OFFICE, INC.
 
By:
  
 
Name:
 
Title:


AOL LLC
 
By:
  
 
Name:
 
Title:


TURNER BROADCASTING SYSTEM, INC.
 
By:
  
 
Name:
 
Title:

 
 
 
8
 

 
THE BANK OF NEW YORK MELLON, as Trustee
 
By:
  
 
Name:
 
Title:
 
 
 
 
 
 9

 
 EX-4.4 5 ex4-4.htm FORM OF THE SIXTH SUPPLEMENTAL INDENTURE TO THE 1992 HTW INDENTURE ex4-4.htm
 
Exhibit 4.4
 
 
SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”) dated as of _______, 2009,
among HISTORIC TW INC., a Delaware corporation (the “Company”), TIME WARNER INC., a Delaware corporation
(“TWX”), AOL LLC, a Delaware limited liability company (“AOL”), TURNER BROADCASTING SYSTEM, INC., a
Georgia corporation (“TBS”), and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York,
as successor trustee to The Chase Manhattan Bank (formerly known as Chemical Bank)), a New York banking corporation,
as trustee (the “Trustee”).
 
W I T N E S S E T H
 
WHEREAS the Company (as successor to Time Warner Companies, Inc. (“TWCI”)) has executed and delivered to the Trustee an Indenture (the “Original Indenture”), dated as of October 15, 1992, as amended from time to time, by way of the First Supplemental Indenture, dated as of December 15, 1992, between the Company (as successor to TWCI) and the Trustee, the Second Supplemental Indenture, dated as of January 15, 1993, between the Company (as successor to TWCI) and the Trustee, the Third Supplemental Indenture, dated as of October 10, 1996, between the Company (in its own capacity and as successor to TWCI) and the Trustee (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture, dated as of January 11, 2001, among the Company (in its own capacity and as successor to TWCI), TWX, AOL, TBS and the Trustee (the “Fourth Supplemental Indenture”) and the Fifth Supplemental Indenture, dated as of February 23, 2009, among the Company (in its own capacity and as successor to TWCI), TWX, AOL, TBS and the Trustee (the “Fifth Supplemental Indenture”) (the Original Indenture, as so amended, is herein called the “Indenture”), providing for the issuance and sale by the Company from time to time of its senior debt securities (the “Securities”, which term shall include any Securities issued under the Indenture after the date hereof);
 
WHEREAS TWCI was the original issuer under the Indenture and the Company (in its own capacity and not as successor to TWCI) has, by way of the Third Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of TWCI under the Indenture (the “Initial HTW Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the Initial HTW Guarantee, and has, by way of the Fourth Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of TBS under the TBS Guarantee (as defined below) (the “Additional HTW Guarantee” and together with the Initial HTW Guarantee, the “HTW Guarantees”) and extended to the Holders of Securities certain rights and privileges in connection with the Additional HTW Guarantee;
 
WHEREAS, pursuant to a certificate of ownership and merger filed with the Secretary of State of the State of Delaware, TWCI merged with and into the Company on February 24, 2009, with the Company being the surviving corporation, and the Company, by way of the Fifth Supplemental Indenture, assumed all the obligations of TWCI under the Indenture;
 
WHEREAS TBS has, by way of the Fourth Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of the Company under the Indenture (the “TBS Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the TBS Guarantee;
 
 
 
 
 
WHEREAS AOL has, by way of the Fourth Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of HTW under the HTW Guarantees (the “AOL Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the AOL Guarantee, and has, by way of the Fifth Supplemental Indenture, affirmed that the AOL Guarantee, in so far as it is a guarantee of the obligations of the Company under the HTW Guarantees, constitutes a guarantee of the obligations of the Company, in its capacity as successor to TWCI, in respect of the Securities;
 
WHEREAS TWX has, by way of the Fourth Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of (a) AOL under the AOL Guarantee and (b) the Company under the HTW Guarantees (together, the “TWX Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the TWX Guarantee, and has, by way of the Fifth Supplemental Indenture, affirmed that the TWX Guarantee, in so far as it is a guarantee of the obligations of the Company under the HTW Guarantees, constitutes a guarantee of the obligations of the Company, in its capacity as successor to TWCI, in respect of the Securities;
 
WHEREAS Sections 801 and 802 of the Indenture provide that AOL is, by virtue of the AOL Guarantee, restricted under the Indenture from conveying or transferring its properties and assets substantially as an entirety, except under certain limited circumstances;
 
WHEREAS TWX, acting on behalf of the Company, has solicited consents from the Holders of Securities (the “Solicitation”) for the purpose of adopting certain proposed amendments to the Indenture which provide that the provisions of Sections 801 and 802 shall not apply to a conveyance or transfer by AOL of its properties and assets substantially as an entirety unless such conveyance or transfer constitutes a conveyance or transfer of the properties and assets of the Company, TWX, AOL and TBS and their respective subsidiaries, taken as a whole, substantially as an entirety (the “Proposed Amendments”);
 
WHEREAS Section 902 of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and with the consent of the Holders of not less than a majority in principal amount of the Securities then outstanding, voting by series, to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of modifying in any manner the rights of the Holders of the Securities;
 
WHEREAS TWX, acting on behalf of the Company, has obtained and delivered to the Trustee evidence of the requisite consents of Holders of the Securities to effect the Proposed Amendments under the Indenture;
 
WHEREAS, pursuant to the adoption of the Proposed Amendments, TWX has agreed that, in connection with (and only in connection with), the conveyance or transfer by AOL of its properties and assets substantially as an entirety, TWX shall cause its wholly owned subsidiary, Home Box Office, Inc., a Delaware corporation (“HBO”), to issue an unconditional and irrevocable guarantee of the full and punctual payment of the principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and of all other monetary obligations of the Company under the Indenture (including obligations to the Trustee thereunder) and the Securities and of the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities (the “HBO Guarantee”);
 
 
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WHEREAS Section 901(5) of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and the Trustee, at any time and from time to time, to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of adding to the rights of the Holders of the Securities;
 
WHEREAS the Company, TWX, AOL and TBS have duly authorized the execution and delivery of this Sixth Supplemental Indenture, subject to the terms and conditions described herein; and
 
WHEREAS the Company, TWX, AOL and TBS have requested that the Trustee execute and deliver this Sixth Supplemental Indenture, and all requirements necessary to make this Sixth Supplemental Indenture a valid instrument in accordance with its terms and to give effect to the Proposed Amendments and the execution and delivery of this Sixth Supplemental Indenture have been duly authorized in all respects.
 
NOW, THEREFORE, the Company, TWX, AOL, TBS and the Trustee hereby agree that the following Sections of this Sixth Supplemental Indenture supplement the Indenture with respect to Securities issued thereunder:
 
SECTION 1.  Definitions.  (a) Unless otherwise provided herein, the capitalized terms used and not defined herein have the meanings ascribed to such terms in the Indenture.
 
(b) Section 101 of the Indenture is hereby supplemented to add the following definitions:
 
““AOL” means AOL LLC (formerly known as America Online, Inc.), a Delaware limited liability company, defined in the Fifth Supplemental Indenture as “AOL” and formerly defined in the Fourth Supplemental Indenture as “America Online”. All references to “America Online” under the Indenture are deemed to be references to AOL.”
 
““HBO” means Home Box Office, Inc., a Delaware corporation.”
 
““TBS” means Turner Broadcasting System, Inc., a Georgia corporation, defined in the Fifth Supplemental Indenture as “TBS”.”
 
““TWX” means Time Warner Inc. (formerly known as AOL Time Warner Inc.), a Delaware corporation, defined in the Fifth Supplemental Indenture as “TWX” and formerly defined in the Fourth Supplemental Indenture as “AOL Time Warner”. All references to “AOL Time Warner” in the Indenture are deemed to be references to TWX.”
 
 
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SECTION 2.  Amendment to Article Eight.  Article Eight of the Indenture is hereby supplemented and amended by adding thereto at the end thereof, the following Section 803:
 
“Section 803.  Certain AOL Conveyances or Transfers.  Notwithstanding the foregoing, subject to the prior or concurrent issuance of the HBO Guarantee as set forth elsewhere herein, the provisions of Sections 801 and 802 shall not apply to a conveyance or transfer by AOL of its properties and assets substantially as an entirety unless such conveyance or transfer constitutes a conveyance or transfer of the properties and assets of the Company, TWX, AOL and TBS and their respective Subsidiaries, taken as a whole, substantially as an entirety.”
 
SECTION 3.  HBO Guarantee. TWX hereby undertakes that, in connection with (and only in connection with), the conveyance or transfer by AOL of its properties and assets substantially as an entirety, TWX shall cause HBO to issue an unconditional and irrevocable guarantee of the full and punctual payment of the principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and of all other monetary obligations of the Company under the Indenture (including obligations to the Trustee thereunder) and the Securities and of the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities pursuant to a supplemental indenture to be executed by the parties thereto prior to, or concurrently with, the conveyance or transfer by AOL of its properties and assets substantially as an entirety, which supplemental indenture shall be substantially in the form set forth in Annex A to this Sixth Supplemental Indenture, with such technical modifications as are satisfactory to the Trustee.
 
SECTION 4.  This Sixth Supplemental Indenture.  This Sixth Supplemental Indenture shall be construed as supplemental to the Indenture and shall form a part of it, and the Indenture is hereby incorporated by reference herein and each is hereby ratified, approved and confirmed.
 
SECTION 5.  GOVERNING LAW.  THIS SIXTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
 
SECTION 6.  Counterparts.  This Sixth Supplemental Indenture may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.
 
SECTION 7.  Headings.  The headings of this Sixth Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.
 
SECTION 8.  Trustee Not Responsible for Recitals.  The recitals herein contained are made by the Company, TWX, AOL and TBS and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixth Supplemental Indenture.
 
 
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SECTION 9.  Separability.  In case any one or more of the provisions contained in this Sixth Supplemental Indenture or in the Securities shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Sixth Supplemental Indenture or of the Securities, but this Sixth Supplemental Indenture and the Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.
 

[Remainder of Page Intentionally Left Blank]
 
 
 
 
5
 

 
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above.
 

HISTORIC TW INC.
 
By:
  
 
Name:
 
Title:


TIME WARNER INC.
 
By:
  
 
Name:
 
Title:


AOL LLC
 
By:
  
 
Name:
 
Title:


TURNER BROADCASTING SYSTEM, INC.
 
By:
  
 
Name:
 
Title:


THE BANK OF NEW YORK MELLON, as Trustee
 
By:
  
 
Name:
 
Title:
 
 
 
 
6

 
Annex A

______ SUPPLEMENTAL INDENTURE (this “________   Supplemental Indenture”) dated as
of _________, 20__, among HISTORIC TW INC., a Delaware corporation (the “Company”), TIME WARNER INC.,
a Delaware corporation (“TWX”), AOL LLC, a Delaware limited liability company (“AOL”), TURNER BROADCASTING
SYSTEM, INC., a Georgia corporation (“TBS”), HOME BOX OFFICE, INC., a Delaware corporation (“HBO”), and
THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York, as successor trustee to The Chase
Manhattan Bank (formerly known as Chemical Bank)), a New York banking corporation, as trustee (the “Trustee”).
 
W I T N E S S E T H
 
WHEREAS the Company (as successor to Time Warner Companies, Inc. (“TWCI”)) has executed and delivered to the Trustee an Indenture (the “Original Indenture”), dated as of October 15, 1992, as amended from time to time, by way of the First Supplemental Indenture, dated as of December 15, 1992, between the Company (as successor to TWCI) and the Trustee, the Second Supplemental Indenture, dated as of January 15, 1993, between the Company (as successor to TWCI) and the Trustee, the Third Supplemental Indenture, dated as of October 10, 1996, between the Company (in its own capacity and as successor to TWCI) and the Trustee (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture, dated as of January 11, 2001, among the Company (in its own capacity and as successor to TWCI), TWX, AOL, TBS and the Trustee (the “Fourth Supplemental Indenture”), the Fifth Supplemental Indenture, dated as of February 23, 2009, among the Company (in its own capacity and as successor to TWCI), TWX, AOL, TBS and the Trustee (the “Fifth Supplemental Indenture”) and the Sixth Supplemental Indenture, dated as of _______, 2009, among the Company (in its own capacity and as successor to TWCI), TWX, AOL, TBS and the Trustee (the “Sixth Supplemental Indenture”) [DESCRIBE ADDITIONAL SUPPLEMENTAL INDENTURES (IF ANY)] (the Original Indenture, as so amended, is herein called the “Indenture”), providing for the issuance and sale by the Company from time to time of its senior debt securities (the “Securities”, which term shall include any Securities issued under the Indenture after the date hereof);
 
WHEREAS TWCI was the original issuer under the Indenture and the Company (in its own capacity and not as successor to TWCI) has, by way of the Third Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of TWCI under the Indenture (the “Initial HTW Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the Initial HTW Guarantee, and has, by way of the Fourth Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of TBS under the TBS Guarantee (as defined below) (the “Additional HTW Guarantee” and together with the Initial HTW Guarantee, the “HTW Guarantees”) and extended to the Holders of Securities certain rights and privileges in connection with the Additional HTW Guarantee;
 
 
 
 
 
WHEREAS, pursuant to a certificate of ownership and merger filed with the Secretary of State of the State of Delaware, TWCI merged with and into the Company on February 24, 2009, with the Company being the surviving corporation, and the Company, by way of the Fifth Supplemental Indenture, assumed all the obligations of TWCI under the Indenture;
 
WHEREAS TBS has, by way of the Fourth Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of the Company under the Indenture (the “TBS Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the TBS Guarantee;
 
WHEREAS AOL has, by way of the Fourth Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of HTW under the HTW Guarantees (the “AOL Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the AOL Guarantee, and has, by way of the Fifth Supplemental Indenture, affirmed that the AOL Guarantee, in so far as it is a guarantee of the obligations of the Company under the HTW Guarantees, constitutes a guarantee of the obligations of the Company, in its capacity as successor to TWCI, in respect of the Securities;
 
WHEREAS TWX has, by way of the Fourth Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of (a) AOL under the AOL Guarantee and (b) the Company under the HTW Guarantees (together, the “TWX Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the TWX Guarantee, and has, by way of the Fifth Supplemental Indenture, affirmed that the TWX Guarantee, in so far as it is a guarantee of the obligations of the Company under the HTW Guarantees, constitutes a guarantee of the obligations of the Company, in its capacity as successor to TWCI, in respect of the Securities;
 
WHEREAS Section 803 of the Indenture provides that Sections 801 and 802 shall not apply to a conveyance or transfer by AOL of its properties and assets substantially as an entirety unless such conveyance or transfer constitutes a conveyance or transfer of the properties and assets of the Company, TWX, AOL and TBS and their respective Subsidiaries, taken as a whole, substantially as an entirety;
 
WHEREAS TWX has, by way of Section 3 of the Sixth Supplemental Indenture, agreed that, in connection with (and only in connection with), the conveyance or transfer by AOL of its properties and assets substantially as an entirety, TWX shall cause HBO, its wholly owned subsidiary, to issue an unconditional and irrevocable guarantee of the full and punctual payment of the principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and of all other monetary obligations of the Company under the Indenture (including obligations to the Trustee thereunder) and the Securities and of the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities (the “HBO Guarantee”);
 
WHEREAS AOL has conveyed or transferred, or intends to convey or transfer, its properties and assets substantially as an entirety;
 
 
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WHEREAS HBO desires to issue the HBO Guarantee, subject to the terms and conditions set forth in this ______ Supplemental Indenture;
 
WHEREAS Section 901(5) of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and the Trustee, at any time and from time to time, to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of adding to the rights of the Holders of the Securities;
 
WHEREAS Section 901(7) of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and the Trustee, at any time and from time to time to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of adding additional Events of Default in respect of the Securities;
 
WHEREAS the Company, TWX, AOL, TBS and HBO have duly authorized the execution and delivery of this ______ Supplemental Indenture, subject to the terms and conditions described herein; and
 
WHEREAS the Company, TWX, AOL, TBS and HBO have requested that the Trustee execute and deliver this ______ Supplemental Indenture, and all requirements necessary to make this ______ Supplemental Indenture a valid instrument in accordance with its terms and to make the HBO Guarantee a valid obligation of HBO, and the execution and delivery of this ______ Supplemental Indenture, have been duly authorized in all respects.
 
NOW, THEREFORE, the Company, TWX, AOL, TBS, HBO and the Trustee hereby agree that this ______ Supplemental Indenture supplements the Indenture with respect to Securities issued thereunder:
 
SECTION 1.  Definitions.  Unless otherwise provided herein, the capitalized terms used and not defined herein have the meanings ascribed to such terms in the Indenture.
 
SECTION 2.  The HBO Guarantee.  (a) HBO irrevocably and unconditionally guarantees, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this ______ Supplemental Indenture) and to the Trustee and its successors and assigns, (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company  under the Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities. HBO further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence of any action to enforce the same, the recovery of any judgment against the Company, AOL, TWX, TBS or HBO (except to the extent such judgment is paid) or any waiver or amendment of the provisions of the Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that such waiver or amendment shall be effective in accordance with its terms).
 
(b) HBO further agrees that the HBO Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection.
 
 
 
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(c) HBO further agrees to waive presentment to, demand of payment from and protest to the Company of any of the HBO Guarantee, the AOL Guarantee, the TWX Guarantee, the HTW Guarantees or the TBS Guarantee and also waives diligence, notice of acceptance of the HBO Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy of the Company and any right to require a proceeding first against the Company or any other Person. The obligations of HBO shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under the Indenture or the Securities of any series.
 
(d) The obligation of HBO to make any payment under the HBO Guarantee may be satisfied by causing the Company, AOL, TWX or TBS to make such payment. If any Holder of any Security or the Trustee is required by any court or otherwise to return to the Company, AOL, TWX, TBS or HBO, or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company, AOL, TWX, TBS or HBO, any amount paid by any of the foregoing to the Trustee or such Holder, the HBO Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
 
(e) HBO also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under the HBO Guarantee.
 
(f) Any term or provision of this ______ Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of the HBO Guarantee shall not exceed the maximum amount that can be hereby guaranteed without rendering this ______ Supplemental Indenture, as it relates to HBO, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
 
SECTION 3.  Amendment to Defeasance upon Deposit of Funds or Government Obligations.  Section 403 of the Indenture is hereby supplemented and amended by adding the following sentence after the sentence following clause (5) and before the definition of “Discharged”:
 
“If the Company, at its option, with respect to a series of Securities, satisfies the applicable conditions pursuant to either clause (a) or (b) of the first sentence of this Section, then (x), in the event the Company satisfies the conditions to clause (a) and elects clause (a) to be applicable, HBO shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, its guarantee of the Securities of such series and to have satisfied all the obligations under this Indenture relating to the Securities of such series and (y) in either case, HBO shall cease to be under any obligation to comply with any term, provision or condition set forth in Article Eight (and any other covenants applicable to such Securities that are determined pursuant to Section 301 to be subject to this provision), and clause (5)(ii) of Section 501 (and any other Events of Default applicable to such series of Securities that are determined pursuant to Section 301 to be subject to this provision) shall be deemed not to be an Event of Default with respect to such series of Securities at any time thereafter.”
 
 
 
4
 
 
 
SECTION 4.  Amendments to the Events of Default and Remedies.  Clause (5) of Section 501 of the Indenture is hereby supplemented and amended by adding thereto at the end thereof the following:
 
“; or (iii) default in the performance, or breach, of any covenant or warranty of HBO in this Indenture (as it may be supplemented from time to time) in respect of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in the performance of which or the breach of which is elsewhere in this Section specifically dealt with), all of such covenants and warranties in the Indenture (as so supplemented) which are not expressly stated to be for the benefit of a particular series of Securities being deemed in respect of the Securities of all series for this purpose, and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail to HBO by the Trustee or to HBO and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of such series, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a ‘Notice of Default’ hereunder; or”.
 
SECTION 5.  Amendments to Article Eight.  (a)  The introductory clause and clause (1) of Section 801 of the Indenture are hereby supplemented and amended to read in their entirety as follows:
 
“Section 801.  Company May Consolidate, etc., only on Certain Terms.  None of the Company, TWX, AOL, TBS or HBO shall consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless:
 
(1)(a)  In the case of the Company, the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety shall be organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance of every covenant of this Indenture (as supplemented from time to time) on the part of the Company to be performed or observed; (b) in the case of TWX, AOL, TBS or HBO, the corporation formed by such consolidation or into which TWX, AOL, TBS or HBO is merged or the Person which acquires by conveyance or transfer the properties and assets of TWX, AOL, TBS or HBO substantially as an entirety shall be either (i) the Company or (ii) a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, and in the case of clause (ii), shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance of every covenant of this Indenture (as supplemented from time to time) on the part of TWX, AOL, TBS or HBO to be performed or observed;”.
 
 
 
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(b)  Section 802 of Article Eight of the Indenture is supplemented and amended to read in its entirety as follows:

“Section 802.  Successor Person Substituted.  Upon any consolidation or merger, or any conveyance or transfer of the properties and assets of the Company, TWX, AOL, TBS or HBO substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Company, TWX, AOL, TBS or HBO is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company, TWX, AOL, TBS or HBO, as the case may be, under this Indenture with the same effect as if such successor had been named as the Company, TWX, AOL, TBS or HBO herein, as the case may be.  In the event of any such conveyance or transfer, the Company, TWX, AOL, TBS or HBO, as the case may be, as the predecessor shall be discharged from all obligations and covenants under this Indenture and the Securities and may be dissolved, wound up or liquidated at any time thereafter.”

SECTION 6.  Supplemental Indentures.  Clauses (1) and (2) of Section 901 of the Indenture are hereby supplemented and amended to read in their entirety as follows:
 
“(1) to evidence the succession of another corporation or Person to the Company, TWX, AOL, TBS or HBO, and the assumption by any such successor of the respective covenants of the Company, TWX, AOL, TBS or HBO herein and in the Securities contained; or

(2) to add to the covenants of the Company, TWX, AOL, TBS or HBO or to surrender any right or power herein conferred upon the Company, TWX, AOL, TBS or HBO, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or”.

SECTION 7.  This ______  Supplemental Indenture.  This ______ Supplemental Indenture shall be construed as supplemental to the Indenture and shall form a part of it, and the Indenture is hereby incorporated by reference herein and each is hereby ratified, approved and confirmed.
 
SECTION 8.  GOVERNING LAW.  THIS ______ SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
 
SECTION 9.  Counterparts.  This ______ Supplemental Indenture may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.
 
SECTION 10.  Headings.  The headings of this ______ Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.
 
 
 
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SECTION 11.  Trustee Not Responsible for Recitals.  The recitals herein contained are made by the Company, TWX, AOL, HBO and TBS and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this ______ Supplemental Indenture.
 
SECTION 12.  Separability.  In case any one or more of the provisions contained in this ______ Supplemental Indenture or in the Securities shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this ______ Supplemental Indenture or of the Securities, but this ______ Supplemental Indenture and the Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.
 

[Remainder of Page Intentionally Left Blank]
 
 
 
7

 

IN WITNESS WHEREOF, the parties hereto have caused this ______ Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above.
 

HISTORIC TW INC.
 
By:
  
 
Name:
 
Title:


TIME WARNER INC.
 
By:
  
 
Name:
 
Title:


HOME BOX OFFICE, INC.
 
By:
  
 
Name:
 
Title:


AOL LLC
 
By:
  
 
Name:
 
Title:


TURNER BROADCASTING SYSTEM, INC.
 
By:
  
 
Name:
 
Title:
 
 
 
8

 

THE BANK OF NEW YORK MELLON, as Trustee
 
By:
  
 
Name:
 
Title:

 
 
 
 
 
 
 9
EX-4.5 6 ex4-5.htm FORM OF THE SIXTH SUPPLEMENTAL INDENTURE TO THE 1993 TBS INDENTURE ex4-5.htm
 
Exhibit 4.5
 
 
SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”) dated as of _______, 2009,
among TURNER BROADCASTING SYSTEM, INC., a Georgia corporation (the “Company”), TIME WARNER INC., a
Delaware corporation (“TWX”), AOL LLC, a Delaware limited liability company (“AOL”), HISTORIC TW INC., a Delaware
corporation (“HTW”), and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York) (successor
as trustee to The Chase Manhattan Bank (formerly known as Chemical Bank) (successor as trustee to The First National
Bank of Boston)), a New York banking corporation, as trustee (the “Trustee”).
 
 
W I T N E S S E T H
 
WHEREAS the Company has executed and delivered to the Trustee an Indenture, dated as of May 15, 1993 (including the Company’s Standard Multiple Series Indenture Provisions dated May 15, 1993 incorporated therein by reference) (the “Original Indenture”), as amended from time to time, including by way of the First Supplemental Indenture, dated as of October 10, 1996, among the Company, HTW (in its own capacity and not as successor to Time Warner Companies, Inc. (“TWCI”)) and the Trustee (the “First Supplemental Indenture”), the Second Supplemental Indenture, dated as of December 5, 1997, among the Company, HTW (in its own capacity and as successor to TWCI) and the Trustee (the “Second Supplemental Indenture”), the Third Supplemental Indenture, dated as of March 17, 1998, among the Company, HTW (in its own capacity and as successor to TWCI) and the Trustee (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture, dated as of January 11, 2001, among the Company, TWX, AOL, HTW (in its own capacity and as successor to TWCI) and the Trustee (the “Fourth Supplemental Indenture”), the Fifth Supplemental Indenture dated as of February 23, 2009, among the Company, HTW (in its own capacity and as successor to TWCI), TWX, AOL and the Trustee (the “Fifth Supplemental Indenture”) and including with respect to the one outstanding series of securities, the terms of such securities established, as contemplated by Section 301 of the Original Indenture, pursuant to the Officers’ Certificate, dated as of July 8, 1993, pursuant to which the Company issued its 8⅜% Senior Notes due 2013 in the principal amount of $300,000,000 (the Original Indenture, as so amended,  is herein called the “Indenture”), providing for the issuance and sale by the Company from time to time of its senior debt securities (the “Securities”, which term shall include any Securities issued under the Indenture after the date hereof);
 
WHEREAS HTW has, by way of the First Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of the Company under the Indenture (the “Initial HTW Guarantee”);
 
WHEREAS TWCI had, by way of the Second Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of the Company under the Indenture (the “TWCI Guarantee”);
 
WHEREAS HTW has, by way of the Third Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of TWCI under the TWCI Guarantee (the “Additional HTW Guarantee”);
 
 
 
 
 
 
WHEREAS, pursuant to a certificate of ownership and merger to be filed with the Secretary of State of the State of Delaware, TWCI merged with and into HTW on February 24, 2009, with HTW being the surviving corporation, and HTW, by way of the Fifth Supplemental Indenture, assumed all the obligations of TWCI under the TWCI Guarantee (such assumed TWCI Guarantee, together with the Initial HTW Guarantee and the Additional HTW Guarantee, the “HTW Guarantees”);
 
WHEREAS AOL has, by way of the Fourth Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of HTW under the Initial HTW Guarantee and the Additional HTW Guarantee (the “AOL Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the AOL Guarantee;
 
WHEREAS TWX has, by way of the Fourth Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of (a) AOL under the AOL Guarantee and (b) HTW under the Initial HTW Guarantee and the Additional HTW Guarantee (together, the “TWX Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the TWX Guarantee;
 
WHEREAS clauses (a) and (b) of Section 1009 of the Indenture provide that AOL is, by virtue of the AOL Guarantee, restricted under the Indenture from conveying or transferring its properties and assets substantially as an entirety, except under certain limited circumstances;
 
WHEREAS TWX, acting on behalf of the Company, has solicited consents from the Holders of Securities (the “Solicitation”) for the purpose of adopting certain proposed amendments to the Indenture which provide that the provisions of clauses (a) and (b) of Section 1009 of Article 10 shall not apply to a conveyance or transfer by AOL of its properties and assets substantially as an entirety unless such conveyance or transfer constitutes a conveyance or transfer of the properties and assets of the Company, TWX, AOL and HTW and their respective subsidiaries, taken as a whole, substantially as an entirety (the “Proposed Amendments”);
 
WHEREAS Section 902 of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and with the consent of the Holders of not less than a majority of the outstanding principal amount of all series of Securities issued under the Indenture voting together as a single class, to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of modifying in any manner the rights of the Holders of the Securities;
 
WHEREAS TWX, acting on behalf of the Company, has obtained and delivered to the Trustee evidence of the requisite consents of Holders of the Securities to effect the Proposed Amendments under the Indenture;
 
WHEREAS, pursuant to the adoption of the Proposed Amendments, TWX has agreed that, in connection with (and only in connection with), the conveyance or transfer by AOL of its properties and assets substantially as an entirety, TWX shall cause its wholly owned subsidiary, Home Box Office, Inc., a Delaware corporation (“HBO”), to issue an unconditional and irrevocable guarantee of all the monetary obligations of HTW under the HTW Guarantees (including obligations to the Trustee thereunder) and of the full and punctual performance within applicable grace periods of all other obligations of HTW under the HTW Guarantees (the “HBO Guarantee”);
 
 
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WHEREAS Section 901(9) of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and the Trustee, at any time and from time to time, to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of adding to the rights of the Holders of the Securities;
 
WHEREAS the Company, TWX, AOL and HTW have duly authorized the execution and delivery of this Sixth Supplemental Indenture, subject to the terms and conditions described herein; and
 
WHEREAS the Company, TWX, AOL and HTW have requested that the Trustee execute and deliver this Sixth Supplemental Indenture, and all requirements necessary to make this Sixth Supplemental Indenture a valid instrument in accordance with its terms and to give effect to the Proposed Amendments and the execution and delivery of this Sixth Supplemental Indenture have been duly authorized in all respects.
 
NOW, THEREFORE, the Company, TWX, AOL, HTW and the Trustee hereby agree that the following Sections of this Sixth Supplemental Indenture supplement the Indenture with respect to Securities issued thereunder:
 
SECTION 1.  Definitions.  (a) Unless otherwise provided herein, the capitalized terms used and not defined herein have the meanings ascribed to such terms in the Indenture.
 
(b) Section 101 of the Indenture is hereby supplemented to add the following definitions:
 
““AOL” means AOL LLC (formerly known as America Online, Inc.), a Delaware limited liability company, defined in the Fifth Supplemental Indenture as “AOL” and formerly defined in the Fourth Supplemental Indenture as “America Online”. All references to “America Online” under the Indenture are deemed to be references to AOL.”
 
““HBO” means Home Box Office, Inc., a Delaware corporation.”
 
““HTW” means Historic TW Inc. (formerly known as Time Warner Inc.), a Delaware corporation, formerly defined as “TWI”. All references to “TWI” under the Indenture are deemed to be references to HTW.”
 
““TWX” means Time Warner Inc. (formerly known as AOL Time Warner Inc.), a Delaware corporation, defined in the Fifth Supplemental Indenture as “TWX” and formerly defined in the Fourth Supplemental Indenture as “AOL Time Warner”. All references to “AOL Time Warner” in the Indenture are deemed to be references to TWX.”
 
 
 
3
 
 
 
SECTION 2.  Amendment to Covenants.  Section 1009 of Article 10 of the Indenture is hereby supplemented and amended by adding thereto at the end thereof the following clause (c):
 
“(c) Certain AOL Conveyances or Transfers.  Notwithstanding the foregoing, subject to the prior or concurrent issuance of the HBO Guarantee as set forth elsewhere herein, the provisions of clauses (a) and (b) of this Section 1009 shall not apply to a conveyance or transfer by AOL of its properties and assets substantially as an entirety unless such conveyance or transfer constitutes a conveyance or transfer of the properties and assets of the Company, TWX, AOL and HTW and their respective Subsidiaries, taken as a whole, substantially as an entirety.”
 
SECTION 3.  HBO Guarantee.  TWX hereby undertakes that, in connection with (and only in connection with), the conveyance or transfer by AOL of its properties and assets substantially as an entirety, TWX shall cause HBO to issue an unconditional and irrevocable guarantee of all the monetary obligations of HTW under the HTW Guarantees (including obligations to the Trustee thereunder) and of the full and punctual performance within applicable grace periods of all other obligations of HTW under the HTW Guarantees pursuant to a supplemental indenture to be executed by the parties thereto prior to, or concurrently with, the conveyance or transfer by AOL of its properties and assets substantially as an entirety, which supplemental indenture shall be substantially in the form set forth in Annex A to this Sixth Supplemental Indenture, with such technical modifications as are satisfactory to the Trustee.
 
SECTION 4.  This Sixth Supplemental Indenture.  This Sixth Supplemental Indenture shall be construed as supplemental to the Indenture and shall form a part of it, and the Indenture is hereby incorporated by reference herein and each is hereby ratified, approved and confirmed.
 
SECTION 5.  GOVERNING LAW.  THIS SIXTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
 
SECTION 6.  Counterparts.  This Sixth Supplemental Indenture may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.
 
SECTION 7.  Headings.  The headings of this Sixth Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.
 
SECTION 8.  Trustee Not Responsible for Recitals.  The recitals herein contained are made by the Company, TWX, AOL and HTW and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixth Supplemental Indenture.
 
SECTION 9.  Separability.  In case any one or more of the provisions contained in this Sixth Supplemental Indenture or in the Securities shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Sixth Supplemental Indenture or of the Securities, but this Sixth Supplemental Indenture and the Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.
 
 
 
[Remainder of Page Intentionally Left Blank]
 
 
 
 
4

 

IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above.
 

TURNER BROADCASTING SYSTEM, INC.
 
By:
  
 
Name:
 
Title:


HISTORIC TW INC.
 
By:
  
 
Name:
 
Title:


TIME WARNER INC.
 
By:
  
 
Name:
 
Title:


AOL LLC
 
By:
  
 
Name:
 
Title:


THE BANK OF NEW YORK MELLON, as Trustee
 
By:
  
 
Name:
 
Title:
 
 
 
 
5
 

 
Annex A
 

 
______ SUPPLEMENTAL INDENTURE (this “                  Supplemental  Indenture”) dated as of _________, 20__, among TURNER BROADCASTING SYSTEM, INC., a Georgia corporation (the “Company”), TIME WARNER INC., a Delaware corporation (“TWX”), AOL LLC, a Delaware limited liability company (“AOL”), HISTORIC TW INC., a Delaware corporation (“HTW”), HOME BOX OFFICE, INC., a Delaware corporation (“HBO”), and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York) (successor as trustee to The Chase Manhattan Bank (formerly known as Chemical Bank) (successor as trustee to The First National Bank of Boston)), a New York banking corporation, as trustee (the “Trustee”).
 
W I T N E S S E T H
 
WHEREAS the Company has executed and delivered to the Trustee an Indenture, dated as of May 15, 1993 (including the Company’s Standard Multiple Series Indenture Provisions dated May 15, 1993 incorporated therein by reference) (the “Original Indenture”), as amended from time to time, including by way of the First Supplemental Indenture, dated as of October 10, 1996, among the Company, HTW (in its own capacity and not as successor to Time Warner Companies, Inc. (“TWCI”)) and the Trustee (the “First Supplemental Indenture”), the Second Supplemental Indenture, dated as of December 5, 1997, among the Company, HTW (in its own capacity and as successor to TWCI) and the Trustee (the “Second Supplemental Indenture”), the Third Supplemental Indenture, dated as of March 17, 1998, among the Company, HTW (in its own capacity and as successor to TWCI) and the Trustee (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture, dated as of January 11, 2001, among the Company, TWX, AOL, HTW (in its own capacity and as successor to TWCI) and the Trustee (the “Fourth Supplemental Indenture”), the Fifth Supplemental Indenture dated as of February 23, 2009, among the Company, HTW (in its own capacity and as successor to TWCI), TWX, AOL and the Trustee (the “Fifth Supplemental Indenture”), the Sixth Supplemental Indenture, dated as of _______, 2009, among the Company, TWX, AOL, HTW (in its own capacity and as successor to TWCI) and the Trustee (the “Sixth Supplemental Indenture”) [DESCRIBE ADDITIONAL SUPPLEMENTAL INDENTURES (IF ANY)] and including with respect to the one outstanding series of securities, the terms of such securities established, as contemplated by Section 301 of the Original Indenture, pursuant to the Officers’ Certificate, dated as of July 8, 1993, pursuant to which the Company issued its 8⅜% Senior Notes due 2013 in the principal amount of $300,000,000 (the Original Indenture, as so amended,  is herein called the “Indenture”), providing for the issuance and sale by the Company from time to time of its senior debt securities (the “Securities”, which term shall include any Securities issued under the Indenture after the date hereof);
 
WHEREAS HTW has, by way of the First Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of the Company under the Indenture (the “Initial HTW Guarantee”);
 
 
 
 
 
WHEREAS TWCI had, by way of the Second Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of the Company under the Indenture (the “TWCI Guarantee”);
 
WHEREAS HTW has, by way of the Third Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of TWCI under the TWCI Guarantee (the “Additional HTW Guarantee”);
 
WHEREAS, pursuant to a certificate of ownership and merger to be filed with the Secretary of State of the State of Delaware, TWCI merged with and into HTW on February 24, 2009, with HTW being the surviving corporation, and HTW, by way of the Fifth Supplemental Indenture, assumed all the obligations of TWCI under the TWCI Guarantee (such assumed TWCI Guarantee together with the Initial HTW Guarantee and the Additional HTW Guarantee, the “HTW Guarantees”);
 
WHEREAS AOL has, by way of the Fourth Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of HTW under the Initial HTW Guarantee and the Additional HTW Guarantee (the “AOL Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the AOL Guarantee;
 
WHEREAS TWX has, by way of the Fourth Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of (a) AOL under the AOL Guarantee and (b) HTW under the Initial HTW Guarantee and the Additional HTW Guarantee (together, the “TWX Guarantee”) and extended to the Holders of Securities certain rights and privileges in connection with the TWX Guarantee;
 
WHEREAS clause (c) of Section 1009 of Article 10 of the Indenture provides that clauses (a) and (b) of Section 1009 of Article 10 shall not apply to a conveyance or transfer by AOL of its properties and assets substantially as an entirety unless such conveyance or transfer constitutes a conveyance or transfer of the properties and assets of the Company, TWX, AOL and HTW and their respective Subsidiaries, taken as a whole, substantially as an entirety;
 
WHEREAS TWX has, by way of Section 3 of the Sixth Supplemental Indenture, agreed that, in connection with (and only in connection with), the conveyance or transfer by AOL of its properties and assets substantially as an entirety, TWX shall cause HBO, its wholly owned subsidiary, to issue an unconditional and irrevocable guarantee of all the monetary obligations of HTW under the HTW Guarantees (including obligations to the Trustee thereunder) and of the full and punctual performance within applicable grace periods of all other obligations of HTW under the HTW Guarantees (the “HBO Guarantee”);
 
WHEREAS AOL has conveyed or transferred, or intends to convey or transfer, its properties and assets substantially as an entirety;
 
WHEREAS HBO desires to issue the HBO Guarantee, subject to the terms and conditions set forth in this ______ Supplemental Indenture;
 
WHEREAS Section 901(3) of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and the Trustee, at any time and from time to time, to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of adding additional Events of Default in respect of the Securities;
 
 
 
2
 
 
WHEREAS Section 901(9) of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and the Trustee, at any time and from time to time, to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of adding to the rights of the Holders of the Securities;
 
WHEREAS the Company, TWX, AOL, HTW and HBO have duly authorized the execution and delivery of this ______ Supplemental Indenture, subject to the terms and conditions described herein; and
 
WHEREAS the Company, TWX, AOL, HTW and HBO have requested that the Trustee execute and deliver this ______ Supplemental Indenture, and all requirements necessary to make this ______ Supplemental Indenture a valid instrument in accordance with its terms and to make the HBO Guarantee a valid obligation of HBO, and the execution and delivery of this ______ Supplemental Indenture, have been duly authorized in all respects.
 
NOW, THEREFORE, the Company, TWX, AOL, HTW, HBO and the Trustee hereby agree that this ______ Supplemental Indenture supplements the Indenture with respect to Securities issued thereunder:
 
SECTION 1.  Definitions.  Unless otherwise provided herein, the capitalized terms used and not defined herein have the meanings ascribed to such terms in the Indenture.
 
SECTION 2.  The HBO Guarantee.  (a)  HBO irrevocably and unconditionally guarantees, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this ______ Supplemental Indenture) and to the Trustee and its successors and assigns, (i) the full and punctual payment of all monetary obligations of HTW under the HTW Guarantees (including obligations to the Trustee) and (ii) the full and punctual performance within applicable grace periods of all other obligations of HTW under the HTW Guarantees.  HBO further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence of any action to enforce the same, the recovery of any judgment against the Company, TWX, AOL, HTW or HBO (except to the extent such judgment is paid) or any waiver or amendment of the provisions of the Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that such waiver or amendment shall be effective in accordance with its terms).
 
(b) HBO further agrees that the HBO Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection.
 
(c) HBO further agrees to waive presentment to, demand of payment from and protest to the Company of any of the TWX Guarantee, the AOL Guarantee, the HTW Guarantees or the HBO Guarantee, and also waives diligence, notice of acceptance of the HBO Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy of the Company and any right to require a proceeding first against the Company or any other Person.  The obligations of HBO shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under the Indenture or the Securities of any series.
 
 
3
 
 
 
(d) The obligation of HBO to make any payment under the HBO Guarantee may be satisfied by causing the Company, TWX, AOL or HTW to make such payment.  If any Holder of any Security or the Trustee is required by any court or otherwise to return to the Company, TWX, AOL, HBO or HTW, or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company, TWX, AOL, HBO or HTW, any amount paid by any of the foregoing to the Trustee or such Holder, the HBO Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
 
(e) HBO also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under the HBO Guarantee.
 
(f) Any term or provision of this ______ Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of the HBO Guarantee shall not exceed the maximum amount that can be hereby guaranteed without rendering this ______ Supplemental Indenture, as it relates to HBO, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
 
SECTION 3.  Additional Events of Default.  Clause (j) of Section 501 of the Indenture is hereby supplemented and amended to read in its entirety as follows:
 
“(j) default under any bond, debenture, note, guarantee or other evidence of indebtedness for money borrowed by TWX, AOL, HTW or HBO (including a default with respect to a guarantee of the Securities of any series) or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by TWX, AOL, HTW or HBO, whether such indebtedness now exists or shall hereafter be created, which default (i) shall constitute a failure to pay the principal of such indebtedness having an outstanding principal amount in excess of $50 million in the aggregate when due and payable at the final (but not any interim) maturity thereof after the expiration of any applicable grace period with respect thereto and the holders of such indebtedness shall not have waived such default or (ii) shall have resulted in such indebtedness having an outstanding principal amount in excess of $50 million in the aggregate becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, in either case without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 60 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of such series, a written notice specifying such default and requiring TWX, AOL, HTW or HBO to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a ‘Notice of Default’ hereunder.”
 
 
 
4

 
SECTION 4.  Amendments to Covenants.  Clauses (a) and (b) of Section 1009 of the Indenture are hereby supplemented and amended to read in their entirety as follows:
 
“SECTION 1009.  Consolidation, Merger, Conveyance or Transfer by TWX, AOL, HTW or HBO on Certain Terms.  (a)  None of TWX, AOL, HTW or HBO shall consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless:

(1) the corporation formed by such consolidation or into which TWX, AOL, HTW or HBO is merged or the Person which acquires by conveyance or transfer the properties and assets of TWX, AOL, HTW or HBO substantially as an entirety shall be organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance of the obligations of TWX, AOL, HTW or HBO, as the case may be, under this Indenture;

(2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and

(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

(b)  Upon any consolidation or merger, or any conveyance or transfer of the properties and assets of TWX, AOL, HTW or HBO, as the case may be, substantially as an entirety in accordance with paragraph (a) of this Section, the successor Person formed by such consolidation or into which TWX, AOL, HTW or HBO, as the case may be, is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of TWX, AOL, HTW or HBO, as applicable under the Indenture with the same effect as if such successor had been named as TWX, AOL, HTW or HBO, as applicable herein.  In the event of any such conveyance or transfer, the predecessor shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved, wound up or liquidated at any time thereafter.”

SECTION 5.  Supplemental Indentures. Clauses (1) and (2) of Section 901 of the Indenture are hereby supplemented and amended to read in their entirety as follows:
 
“(1) to evidence the succession of another corporation or Person to the Company, TWX, AOL, HTW or HBO, and the assumption by any such successor of the respective covenants of the Company, TWX, AOL, HTW or HBO herein and in the Securities contained;
 
 
 
5

 
(2) to add to the covenants of the Company, TWX, AOL, HTW or HBO or to surrender any right or power herein conferred upon the Company, TWX, AOL, HTW or HBO, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series);”.

SECTION 6.  This ______  Supplemental Indenture.  This ______ Supplemental Indenture shall be construed as supplemental to the Indenture and shall form a part of it, and the Indenture is hereby incorporated by reference herein and each is hereby ratified, approved and confirmed.
 
SECTION 7.  GOVERNING LAW.  THIS ______ SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
 
SECTION 8.  Counterparts.  This ______ Supplemental Indenture may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.
 
SECTION 9.  Headings.  The headings of this ______ Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.
 
SECTION 10.  Trustee Not Responsible for Recitals.  The recitals herein contained are made by the Company, TWX, AOL, HBO and HTW and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this ______ Supplemental Indenture.
 
SECTION 11.  Separability.  In case any one or more of the provisions contained in this ______ Supplemental Indenture or in the Securities shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this ______ Supplemental Indenture or of the Securities, but this ______ Supplemental Indenture and the Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.
 

[Remainder of Page Intentionally Left Blank]
 
 
 
6
 

IN WITNESS WHEREOF, the parties hereto have caused this ______ Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above.
 

TURNER BROADCASTING SYSTEM, INC.
 
By:
  
 
Name:
 
Title:


HISTORIC TW INC.
 
By:
  
 
Name:
 
Title:


TIME WARNER INC.
 
By:
  
 
Name:
 
Title:


HOME BOX OFFICE, INC.
 
By:
  
 
Name:
 
Title:


AOL LLC
 
By:
  
 
Name:
 
Title:
 
 
 
 

 
7
 
 
 

 
THE BANK OF NEW YORK MELLON, as Trustee
 
By:
  
 
Name:
 
Title:

 
 
 
 
 8
 
 
 EX-4.25 7 ex4-25.htm FIRST SUPPLEMENTAL INDENTURE TO 1993 TBS INDENTURE, DATED OCTOBER 10, 1996 ex4-25.htm
Exhibit 4.25
 
 
 
 
FIRST SUPPLEMENTAL INDENTURE
 
FIRST SUPPLEMENTAL INDENTURE, dated as of October 10, 1996, among Tuner Broadcasting System, Inc. (the “Company”), TW Inc. (the “Guarantor”) (which will be renamed “Time Warner Inc.” immediately following consummation of the transactions contemplated by the Merger Agreement (as defined below)) and The Chase Manhattan Bank (formerly known as Chemical Bank), as successor Trustee (the “Trustee”).
 
WHEREAS, the Company and the Trustee are parties to a Senior Debt Securities Indenture, dated as of May 15, 1993 (the “Indenture”);
 
WHEREAS, the Company proposes in and by this First Supplemental Indenture to supplement and amend the Indenture in certain respects as it applies to Securities issued thereunder;
 
WHEREAS, the Company and the Guarantor are parties to an Agreement and Plan of Merger, dated as of September 22, 1995 among Time Warner Inc. (“Time Warner”), the Guarantor, Time Warner Acquisition Corp., TW Acquisition Corp. and the Company, as amended by Amendment No. 1 thereto, dated as of August 8, 1996 (the “Merger Agreement”);
 
WHEREAS, upon consummation of the transactions contemplated by the Merger Agreement, the Company and Time Warner will each become a wholly owned subsidiary of the Guarantor;
 
WHEREAS, the Guarantor desires to unconditionally and irrevocably guarantee the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture (including obligations to the Trustee) and the Securities, and the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities; and
 
WHEREAS, all conditions precedent to the execution and delivery of this First Supplemental Indenture pursuant to the terms of the Indenture have been satisfied.
 
1.           Effect on Indenture. Except as expressly modified by this First Supplemental Indenture, the Indenture and the Securities issued thereunder are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.
 
 
 
 
 
 
 
2.           Form of Securities. The Company shall not be required to prepare and execute, and the Trustee shall not be required to authenticate and deliver in exchange for Outstanding Securities, any new Securities to conform to this First Supplemental Indenture.
 
3.           Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS, BUT NOT THE LAWS AS TO CONFLICTS OR CHOICE OF LAW, OF THE STATE OF NEW YORK.
 
4.           Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
 
5.           Trustee Not Responsible for Recitals. The recitals herein contained are made by the Company and the Guarantor, and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture.
 
 
 
 
 
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.
 
 
  TURNER BROADCASTING SYSTEM, INC.  
       
 
By:
/s/   
    Name:   
    Title:     
       
 
 
  TW INC., as Guarantor  
       
 
By:
/s/  
    Name:  
    Title:   
       
 
 
  THE CHASE MANHATTAN BANK, Trustee  
       
 
By:
/s/   
    Name:   
    Title:     
       
 
 
 
 EX-4.26 8 ex4-26.htm SECOND SUPPLEMENTAL INDENTURE TO 1993 TBS INDENTURE, DATED DECEMBER 5, 1997 ex4-26.htm
Exhibit 4.26
 

 

SECOND SUPPLEMENTAL INDENTURE, dated as of December 5, 1997, among TURNER BROADCASTING SYSTEM, INC., a Georgia corporation (the “Company”), TIME WARNER COMPANIES, INC., a Delaware corporation (“TWC”), TIME WARNER INC., a Delaware corporation formerly known as TW Inc.  (“TWI”), and THE CHASE MANHATTAN BANK, as successor Trustee (the “Trustee”).
 
WHEREAS the Company and the Trustee are parties to a Senior Debt Securities Indenture, dated as of May 15, 1993 (including the Company’s Standard Multiple Series Indenture Provisions dated May 15, 1993 incorporated therein by reference) (the “Original Indenture”), as amended by the First Supplemental Indenture, dated as of October 10, 1996 (the “First Supplemental Indenture”), among the Company, TWI and the Trustee, and including with respect to each particular series of securities, the terms of such securities established, as contemplated by Section 301 of the Original Indenture, pursuant to the Officers’ Certificate, dated as of July 8, 1993, pursuant to which the Company issued its 8⅜% Senior Notes due 2013, in the principal amount of $300,000,000 (the “8⅜% Notes Certificate”), the Officers’ Certificate, dated as of February 3, 1994, pursuant to which the Company issued its 7.40% Senior Notes due 2004, in the principal amount of $250,000,000 (the “7.40% Notes Certificate”) and the Officers’ Certificate, dated as of February 3, 1994, pursuant to which the Company issued its 8.40% Senior Debentures due 2024, in the principal amount of $200,000,000 (the “8.40% Debentures Certificate” and together with the 8⅜% Notes Certificate and the 7.40% Notes Certificate, the “Certificates”) (the Original Indenture as amended by the First Supplemental Indenture and the Certificates is herein called “the Indenture”);
 
WHEREAS the Company proposes in and by this Second Supplemental Indenture to supplement and amend the Indenture in certain respects as it applies to Securities issued thereunder;
 
WHEREAS TWI has, by way of the First Supplemental Indenture, unconditionally guaranteed the obligations of the Company under the Indenture;
 
WHEREAS TWC desires to unconditionally and irrevocably guarantee the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture (including obligations to the Trustee) and the Securities, and the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities;
 
 
 
 
WHEREAS Section 901 of the Indenture provides that the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may, without the consent of any Holders, enter into one or more indentures supplemental to the Indenture for the purposes of, among other things, adding covenants of the Company for the benefit of Holders of all or any series of Securities and adding any additional Events of Default with respect to all or any series of Securities;
 
WHEREAS Section 902 of the Indenture provides that the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may, 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, enter into an indenture or indentures supplemental thereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of Securities of such series under the Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each outstanding security affected thereby (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 of the Indenture, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date) or alter any redemption or repurchase provisions in a manner which is adverse to any Holder of any Security; (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) with respect to the Securities of such series provided for in the Indenture; (3) change any obligation of the Company, with respect to Outstanding Securities of a series, to maintain an office or agency in the places and for the purposes specified in Section 1002 of the Indenture for such series; or (4) modify any of the provisions of Section 902 or 513 of the Indenture except to increase any such percentage or to provide with respect to any particular series the right to condition the effectiveness of any supplemental indenture as to that series on the consent of the Holders of a specified percentage of the aggregate principal amount of Outstanding Securities of such series (which provision may be made pursuant to Section 301 of the Indenture without the consent of any Holder) or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause (4) shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in Section 902 of the Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 612(b) and 901(7) of the Indenture;
 
 
2
 
 
WHEREAS the Company desires to eliminate certain provisions of the Indenture as hereinafter set forth and add certain covenants and events of default to the Indenture for the benefit of all Securities; and
 
WHEREAS all conditions precedent to the execution and delivery of this Second Supplemental Indenture pursuant to the terms of the Indenture have been satisfied.
 
NOW, THEREFORE, this Second Supplemental Indenture witnesseth:
 
1. Definitions.  Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Indenture.
 
2. Guarantee of TWC.  (a)  TWC irrevocably and unconditionally guarantees (the “TWC Guarantee”), to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Second Supplemental Indenture) and to the Trustee and its successors and assigns, (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities.
 
 
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(b) TWC further agrees that the TWC Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection.
 
(c) The obligation of TWC to make any payment hereunder may be satisfied by causing the Company to make such payment.
 
(d) TWC also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under the TWC Guarantee.
 
3. Amendments to Definitions.  (a)  The following definitions are added in Section 101 of the Indenture; provided, however, that such definitions shall be applicable only with respect to Sections 1007, 1008, 1009 and paragraphs (h) through (j) of Section 501 of the Indenture as amended hereby:
 
“Consolidated Cash Flow” means, for any period, the net income of TWI and its Subsidiaries, as determined on a consolidated basis in accordance with GAAP consistently applied, plus the sum of depreciation, amortization, other noncash charges which reduce net income, income tax expense and interest expense, in each case to the extent deducted in determining such net income, and excluding extraordinary gains or losses.  Notwithstanding the foregoing, for purposes of determining the Consolidated Cash Flow, there shall be included, in respect of each other Person that is accounted for by TWI on the equity method (as determined in accordance with GAAP), TWI’s proportionate amount of such other Person’s and its Subsidiaries’ consolidated net income, depreciation, amortization, other noncash charges which reduce net income, income tax expense and interest expense, in each case to the extent deducted in determining such other Person’s net income, excluding extraordinary gains and losses.
 
“Consolidated Cash Flow Coverage Ratio” means, for any period, the ratio for such period of Consolidated Cash Flow to Consolidated Interest Expense.  In determining the Consolidated Cash Flow Coverage Ratio, effect shall be given to the application of the proceeds of Senior Debt whose incurrence is being tested to the extent such proceeds are to be used to repay or refinance other Senior Debt.
 
 
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“Consolidated Interest Expense” means, for any period, the cash interest expense of TWI on Senior Debt for such period other than the amount amortized during such period in respect of all fees paid in connection with the incurrence of such Senior Debt, such expense to be determined in each case on a consolidated basis in accordance with GAAP consistently applied.  Notwithstanding the foregoing, for purposes of determining the Consolidated Interest Expense, there shall be included, in respect of each other Person that is accounted for by TWI on the equity method (as determined in accordance with GAAP), TWI’s proportionate amount of the cash interest expense of such other Person and its Subsidiaries on Senior Debt for the relevant period other than the amount amortized during such period in respect of all fees paid in connection with the incurrence of such Senior Debt, such expense to be determined on a consolidated basis in accordance with GAAP consistently applied.
 
“Consolidated Net Worth” means, with respect to a Person, at the date of any determination, the consolidated stockholders’ equity of such Person and its Subsidiaries, determined on a consolidated basis in accordance with GAAP consistently applied.
 
“GAAP” means generally accepted accounting principles as such principles are in effect as of the date of this Second Supplemental Indenture.
 
“Material Subsidiary” means, with respect to a Person, any other Person that is a Subsidiary if at the end of the most recent fiscal quarter of such first Person, the aggregate amount, determined in accordance with GAAP consistently applied, of securities of, loans and advances to, and other investments in, such other Person held by such first Person and its other Subsidiaries exceeded 10% of such first Person’s Consolidated Net Worth.
 
“Material U.S. Subsidiary” means any Material Subsidiary that is organized under the laws of the United States of America or any political subdivision thereof (including any State thereof or the District of Columbia).
 
 
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“Senior Debt” means, with respect to any Person, all indebtedness of such Person in respect of money borrowed, determined in accordance with GAAP consistently applied, other than indebtedness as to which the instrument governing such indebtedness provides that such indebtedness is, or which is in effect, subordinated or junior in right of payment to any other indebtedness of such Person.
 
“Subsidiary” means, with respect to any Person, any corporation more than 50% of the voting stock of which is owned directly or indirectly by such Person, and any partnership, association, joint venture or other entity in which such Person owns more than 50% of the equity interests or has the power to elect a majority of the board of directors or other governing body.
 
“Test Period” means, with respect to any date, the period consisting of the most recent four full fiscal quarters for which financial information is generally available.
 
“TWC” means Time Warner Companies, Inc., a Delaware corporation formerly known as Time Warner Inc.
 
“TWI” means Time Warner Inc., a Delaware corporation formerly known as TW Inc.
 
“Works” means motion pictures, video, television, interactive or multi-media programming, audio-visual works, sound recordings, books and other literary or written material, any software, copyright or other intellectual property related thereto, acquired directly or indirectly after the date of this Second Supplemental Indenture by purchase, business combination, production, creation or otherwise, any component of the foregoing or rights with respect thereto, and all improvements thereon, products and proceeds thereof and revenues derived therefrom.
 
4. Amendments to Covenants.  The Additional Covenants, with respect to each particular series of Securities as established pursuant to paragraph (3)(i) of the 8⅜% Notes Certificate, paragraph (3) (j) of the 7.40% Notes Certificate and paragraph (3)(j) of the 8.40% Debentures Certificate, are hereby deleted in their entirety and Article X of the Indenture is hereby amended by adding the following Sections 1007, 1008 and 1009:
 
SECTION 1007.  Limitation on Liens.  Neither the Company nor any Material Subsidiary of the Company shall incur, create, issue, assume, guarantee or otherwise become liable for any indebtedness for money borrowed that is secured by a Lien on any asset now owned or hereafter acquired by it unless the Company makes or causes to be made effective provision whereby the Securities issued under the Indenture will be secured by such Lien equally and ratably with (or prior to) all other indebtedness thereby secured so long as any such indebtedness shall be secured.  The foregoing restriction does not apply to the following:
 
 
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(i)   Liens existing as of the date of this Second Supplemental Indenture;
 
(ii)  Liens created by Subsidiaries of the Company to secure indebtedness of such Subsidiaries to the Company or to one or more other Subsidiaries of the Company;
 
(iii)  Liens affecting property of a Person existing at the time it becomes a Subsidiary of the Company or at the time it merges into or consolidates with the Company or a Subsidiary of the Company or at the time of a sale, lease or other disposition of all or substantially all of the properties of such Person to the Company or its Subsidiaries;
 
(iv)  Liens on property existing at the time of the acquisition thereof or incurred to secure payment of all or a part of the purchase price thereof or to secure indebtedness incurred prior to, at the time of, or within one year after the acquisition thereof for the purpose of financing all or part of the purchase price thereof;
 
(v)  Liens on any property to secure all or part of the cost of improvements or construction thereon or indebtedness incurred to provide funds for such purpose in a principal amount not exceeding the cost of such improvements or construction;
 
(vi)  Liens consisting of or relating to the sale, transfer or financing of motion pictures, video and television programs, sound recordings, books or rights with respect thereto to or with so-called tax shelter groups or other third-party investors in connection with the financing of such motion pictures, video and television programming, sound recordings or books in the ordinary course of business and the granting to the Company or any of its Subsidiaries of rights to distribute such motion pictures, video and television programming, sound recordings or books; provided, however, that no such lien shall attach to any asset or right of the Company or its Subsidiaries (other than the motion pictures, video and television programming, sound recordings, books or rights which were sold, transferred to or financed by the tax shelter group or third-party investors in question or the proceeds arising therefrom);
 
 
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(vii)  Liens on shares of stock, indebtedness or other securities of a Person that is not a Subsidiary;
 
(viii)  other Liens arising in connection with indebtedness of the Company and its Subsidiaries in an aggregate principal amount for the Company and its Subsidiaries not exceeding at the time such lien is issued, created or assumed the greater of (A) 10% of the Consolidated Net Worth of the Company and (B) $500 million;
 
(ix)  Liens on Works which either (1) existed in such Works before the time of their acquisition and were not created in anticipation thereof, or (2) were created solely for the purpose of securing obligations to financiers, producers, distributors, exhibitors, completion guarantors, inventors, copyright holders, financial institutions or other participants incurred in the ordinary course of business in connection with the acquisition, financing, production, completion, distribution or exhibition of Works;
 
(x)  any Lien on the office building and hotel complex located in Atlanta, Georgia known as the CNN Center Complex, including the parking decks for such complex (to the extent such parking decks are owned or leased by the Company or its Subsidiaries), or any portion thereof and all property rights therein and the products, revenues and proceeds therefrom created as part of any mortgage financing or sale-leaseback of the CNN Center Complex;
 
(xi)  Liens on satellite transponders and all property rights therein and the products, revenues and proceeds therefrom which secure obligations incurred in connection with the acquisition, utilization or operation of such satellite transponders or the refinancing of any such obligations;
 
 
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(xii)  restrictions on the Atlanta National League Baseball Club, Inc. and Atlanta Hawks, Ltd. and their respective assets imposed by Major League Baseball or the Commissioner of Baseball, and the National Basketball Association, respectively, including, without limitation, restrictions on the transferability of the Company’s or any of its Subsidiaries’ interests therein;
 
(xiii)  Liens on capital leases entered into after the date of this Second Supplemental Indenture provided that such Liens extend only to the property or assets that are the subject of such capital leases;
 
(xiv)  Liens resulting from progress payments or partial payments under United States government contracts or subcontracts; and
 
(xv)  any extensions, renewal or replacement of any Lien referred to in the foregoing clauses (i) through (xiv) inclusive, or of any indebtedness secured thereby; provided, however, that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement, or at the time the Lien was issued, created or assumed or otherwise permitted, and that such extension, renewal or replacement Lien shall be limited to all or part of substantially the same property which secured the Lien extended, renewed or replaced (plus improvements on such property).
 
SECTION 1008.  Limitations on Senior Debt.  The Company will not, and will not permit any of its Subsidiaries to, incur, create, issue, assume, guarantee or otherwise become directly or indirectly liable for (collectively, “incur”) any Senior Debt, if, after giving effect to such incurrence of Senior Debt, determined on a pro forma basis as if such incurrence had occurred on the first day of the Test Period, the Consolidated Cash Flow Coverage Ratio for TWI and its Subsidiaries for the Test Period would be less than 1.5 to 1.
 
 
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SECTION 1009.  Consolidation, Merger, Conveyance  or Transfer by TWI or TWC on Certain Terms.  (a)  Neither TWI nor TWC shall consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless:
 
(1)  the corporation formed by such consolidation or into which TWI or TWC is merged or the Person which acquires by conveyance or transfer the properties and assets of TWI or TWC substantially as an entirety shall be organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume, by any indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance of (i) in the case of TWI, the obligations of TWI set forth in Sections 2 and 3 of the First Supplemental Indenture and this Section 1009 or (ii) in the case of TWC, the obligations of TWC under Sections 2 and 3 of the Second Supplemental Indenture and this Section 1009, as applicable;
 
(2)  immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and
 
(3)  the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.
 
(b) Upon any consolidation or merger, or any conveyance or transfer of the properties and assets of TWI or TWC, as the case may be, substantially as an entirety in accordance with paragraph (a) of this Section, the successor Person formed by such consolidation or into which TWI or TWC, as the case may be, is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of TWI or TWC, as applicable under the Indenture with the same effect as if such successor had been named as TWI or TWC, as applicable herein.  In the event of any such conveyance or transfer, the predecessor shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved, wound up or liquidated at any time thereafter.
 
 
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5. Additional Events of Default.  Section 501 of the Indenture is amended by adding the following clauses (h) , (i) and (j) :
 
(h)  the entry of an order for relief against TWI or any Material U.S. Subsidiary thereof under Title 11, United States Code (the “Federal Bankruptcy Act”) by a court having jurisdiction in the premises or a decree or order by a court having jurisdiction in the premises adjudging TWI or any Material U.S. Subsidiary thereof a bankrupt or insolvent under any other applicable Federal or State law, or the entry of a decree or order approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of TWI or any Material U.S. Subsidiary thereof under the Federal Bankruptcy Act or any other applicable Federal or State law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of TWI or any Material U.S. Subsidiary thereof or of any substantial part of its properties, or ordering the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or
 
(i)  the consent by TWI or any Material U.S. Subsidiary thereof to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Act or any other applicable Federal or State law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of TWI or any Material U.S. Subsidiary thereof or of any substantial part of its properties, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by TWI or any Material U.S. Subsidiary thereof in furtherance of any such action; or
 
(j)  default under any bond, debenture, note, guarantee or other evidence of indebtedness for money borrowed by TWI or TWC (including a default with respect to a guarantee of the Securities of any series) or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by TWI or TWC, whether such indebtedness now exists or shall hereafter be created, which default (i) shall constitute a failure to pay the principal of such indebtedness having an outstanding principal amount in excess of $50 million in the aggregate when due and payable at the final (but not any interim) maturity thereof after the expiration of any applicable grace period with respect thereto and the holders of such indebtedness shall not have waived such default or (ii) shall have resulted in such indebtedness having an outstanding principal amount in excess of $50 million in the aggregate becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, in either case without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 60 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of such series, a written notice specifying such default and requiring TWI or TWC to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder.
 
 
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6. Effect on Indenture.  Except as expressly modified by this Second Supplemental Indenture, the Indenture and the Securities issued thereunder are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.
 
7. Form of Securities.  The Company shall not be required to prepare and execute, and the Trustee shall not be required to authenticate and deliver in exchange for Outstanding Securities, any new Securities to conform to this Second Supplemental Indenture.
 
8. Governing Law.  THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS, BUT NOT THE LAWS AS TO CONFLICTS OR CHOICE OF LAW, OF THE STATE OF NEW YORK.
 
9. Counterparts.  This Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
 
 
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10. Trustee Not Responsible for Recitals.  The recitals therein contained are made by the Company, TWC and TWI and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture.
 
IN WITNESS WHEREOF, the parties thereto have caused this Second Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.
 
 
TURNER BROADCASTING SYSTEM, INC.,
 
by
    
     
   
Title:
  

 
TIME WARNER COMPANIES, INC.,
 
by
    
   
Name:
  
   
Title:
  

 
TIME WARNER INC.,
 
by
    
   
Name:
  
   
Title:
  

 
THE CHASE MANHATTAN BANK, as Trustee,
 
by
    
   
Name:
  
   
Title:
  
 
 

 
13
 EX-4.27 9 ex4-27.htm THIRD SUPPLEMENTAL INDENTURE TO THE 1993 TBS INDENTURE, DATED MARCH 17, 1998 ex4-27.htm
Exhibit 4.27
 

 

THIRD SUPPLEMENTAL INDENTURE, dated as of March 17, 1998, among TURNER BROADCASTING SYSTEM, INC., a Georgia corporation (the “Company”), TIME WARNER COMPANIES, INC., a Delaware corporation (“TWC”), TIME WARNER INC., a Delaware corporation formerly known as TW Inc. (“TWI”), and THE CHASE MANHATTAN BANK, as successor Trustee (the “Trustee”).
 
WHEREAS the Company has executed and delivered to the Trustee a Senior Debt Securities Indenture, dated as of May 15, 1993 (including the Company’s Standard Multiple Series Indenture Provisions dated May 15, 1993 incorporated therein by reference) (the “Original Indenture”), as amended from time to time, including by way of the First Supplemental Indenture, dated as of October 10, 1996 (the “First Supplemental Indenture”), among the Company, TWI and the Trustee, the Second Supplemental Indenture, dated as of December 5, 1997 (the “Second Supplemental Indenture”) among the Company, TWC, TWI and the Trustee, and including with respect to each particular series of securities, the terms of such securities established, as contemplated by Section 301 of the Original Indenture, pursuant to the Officers’ Certificate, dated as of July 8, 1993, pursuant to which the Company issued its 8⅜% Senior Notes due 2013, in the principal amount of $300,000,000 (the “8⅜% Notes Certificate”), the Officers’ Certificate, dated as of February 3, 1994, pursuant to which the Company issued its 7.40% Senior Notes due 2004, in the principal amount of $250,000,000 (the “7.40% Notes Certificate”) and the Officers’ Certificate, dated as of February 3, 1994, pursuant to which the Company issued its 8.40% Senior Debentures due 2024, in the principal amount of $200,000,000 (the “8.40% Debentures Certificate” and together with the 8⅜% Notes Certificate and the 7.40% Notes Certificate, the “Certificates”) (the Original Indenture as amended by the First Supplemental Indenture, the Second Supplemental Indenture and the Certificates is herein called “the Indenture”);
 
WHEREAS TWI has, by way of the First Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of the Company under the Indenture (the “TWI Guarantee”);
 
WHEREAS TWC has, by way of the Second Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of the Company under the Indenture (the “TWC Guarantee”);
 
 
 
 
WHEREAS Section 901 (9) of the Indenture provides that the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may, without the consent of any Holders, enter into one or more indentures supplemental to the Indenture for the purposes of, among other things, making any provision with respect to matters or questions arising under the Indenture provided that no such change shall adversely affect the interests of the Holders of Securities of any series;
 
WHEREAS the Company proposes in and by this Third Supplemental Indenture to supplement and amend the Indenture in certain respects as it applies to Securities issued thereunder and TWI desires to unconditionally and irrevocably guarantee all monetary obligations of TWC under the TWC Guarantee (including obligations to the Trustee) and the full and punctual performance within applicable grace periods of all other obligations of TWC under the TWC Guarantee (the “Additional TWI Guarantee”); and
 
WHEREAS the Company, TWI and TWC have requested that the Trustee execute and deliver this Third Supplemental Indenture and all requirements necessary to make this Third Supplemental Indenture a valid instrument in accordance with its terms and to make the Additional TWI Guarantee the valid and binding obligation of TWI, and the execution and delivery of this Third Supplemental Indenture has been duly authorized in all respects.
 
NOW, THEREFORE, the Company, TWI, TWC and the Trustee hereby agree that the following Sections of this Third Supplemental Indenture supplement the Indenture with respect to Securities issued thereunder:
 
SECTION 1.    Definitions.  Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Indenture.
 
SECTION 2.    The Additional TWI Guarantee.  (a)  TWI irrevocably and unconditionally guarantees, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Third Supplemental Indenture) and to the Trustee and its successors and assigns, (i) the full and punctual payment of all monetary obligations of TWC under the TWC Guarantee (including obligations to the Trustee) and (ii) the full and punctual performance within applicable grace periods of all other obligations of TWC under the TWC Guarantee.
 
 
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(b)   TWI further agrees that the Additional TWI Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection.
 
(c)    The obligation of TWI to make any payment hereunder may be satisfied by causing the Company or TWC to make such payment.
 
(d)    TWI also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under the Additional TWI Guarantee.
 
SECTION 3.   Effect on Indenture.  Except as expressly modified by this Third Supplemental Indenture, the Indenture and the Securities issued thereunder are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.
 
SECTION 4.   Form of Securities.  The Company shall not be required to prepare and execute, and the Trustee shall not be required to authenticate and deliver in exchange for Outstanding Securities, any new Securities to conform to this Third Supplemental Indenture.
 
SECTION 5.   Governing Law.  THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS, BUT NOT THE LAWS AS TO CONFLICTS OR CHOICE OF LAW, OF THE STATE OF NEW YORK.
 
SECTION 6.   Counterparts.  This Third Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
 
SECTION 7.   Trustee Not Responsible for Recitals.  The recitals therein contained are made by the Company, TWC and TWI and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture.
 
SECTION 8.   Headings.  The headings of this Third Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.
 
SECTION 9.   Separability.  In case any one or more of the provisions contained in this Third Supplemental Indenture or in the Securities shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Third Supplemental Indenture or of the Securities, but this Third Supplemental Indenture and the Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.
 
 
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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed by their respective authorized officers as of the date first above written.
 
 
  TURNER BROADCASTING SYSTEM, INC.,  
       
 
by:

/s/  Thomas McEnerney		  
    Name:  Thomas McEnerney  
    Title:  Vice President  
       
 
 
 
  TIME WARNER COMPANIES, INC.,  
       
 
by:
 
/s/  Thomas McEnerney		  
    Name:  Thomas McEnerney  
    Title:  Vice President  
       
 
 
 
  TIME WARNER INC.,  
       
 
by:

/s/  Thomas McEnerney 		  
    Name:  Thomas McEnerney  
    Title:  Vice President  
       
 
 
 
  THE CHASE MANHATTAN BANK,
as Trustee,		  
       
 
by:
 
/s/  Richard Lorenzen		  
    Name:  Richard Lorenzen  
    Title:  Senior Trust Officer  
       
 

 
 
 
4
 EX-4.28 10 ex4-28.htm FOURTH SUPPLEMENTAL INDENTURE TO THE 1993 TBS INDENTURE, DATED JANUARY 11, 2001 ex4-28.htm
Exhibit 4.28
 
 
 
FOURTH SUPPLEMENTAL INDENTURE, dated as of January 11, 2001, among TURNER BROADCASTING SYSTEM, INC., a Georgia corporation (the “Company”), AOL TIME WARNER INC., a Delaware corporation (“AOL Time Warner”), AMERICA ONLINE, INC., a Delaware corporation (“America Online”), TIME WARNER INC., a Delaware corporation formerly known as TW Inc. (“TWI”), TIME WARNER COMPANIES, INC., a Delaware corporation (“TWC”), and THE CHASE MANHATTAN BANK, as successor Trustee (the “Trustee”).
 
WHEREAS the Company has executed and delivered to the Trustee a Senior Debt Securities Indenture, dated as of May 15, 1993 (including the Company’s Standard Multiple Series Indenture Provisions dated May 15, 1993 incorporated therein by reference) (the “Original Indenture”), as amended from time to time, including by way of the First Supplemental Indenture, dated as of October 10, 1996 (the “First Supplemental Indenture”), among the Company, TWI and the Trustee, the Second Supplemental Indenture, dated as of December 5, 1997 (the “Second Supplemental Indenture”) among the Company, TWC, TWI and the Trustee, the Third Supplemental Indenture, dated as of March 17, 1998 (the “Third Supplemental Indenture”) among the Company, TWC, TWI and the Trustee, and including with respect to each particular series of securities, the terms of such securities established, as contemplated by Section 301 of the Original Indenture, pursuant to the Officers’ Certificate, dated as of July 8, 1993, pursuant to which the Company issued its 8d% Senior Notes due 2013, in the principal amount of $300,000,000 (the “8d% Notes Certificate”), the Officers’ Certificate, dated as of February 3, 1994, pursuant to which the Company issued its 7.40% Senior Notes due 2004, in the principal amount of $250,000,000 (the “7.40% Notes Certificate”) and the Officers’ Certificate, dated as of February 3, 1994, pursuant to which the Company issued its 8.40% Senior Debentures due 2024, in the principal amount of $200,000,000 (the “8.40% Debentures Certificate” and together with the 8d% Notes Certificate and the 7.40% Notes Certificate, the “Certificates”) (the Original Indenture as amended by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Certificates is herein called the “Indenture”);
 
WHEREAS TWI has, by way of the First Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of the Company under the Indenture (the “TWI Guarantee”);
 
WHEREAS TWC has, by way of the Second Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of the Company under the Indenture (the “TWC Guarantee”);
 
WHEREAS TWI has, by way of the Third Supplemental Indenture, unconditionally and irrevocably guaranteed the obligations of TWC under the TWC Guarantee (the “Additional TWI Guarantee” and together with the TWI Guarantee, the “TWI Guarantees”);
 
WHEREAS pursuant to a Second Amended and Restated Agreement and Plan of Merger, dated as of January 10, 2000, as amended, among AOL Time Warner, America Online, TWI, America Online Merger Sub Inc. and Time Warner Merger Sub Inc., America Online and TWI will become wholly owned subsidiaries of AOL Time Warner;
 
 
 
 
WHEREAS Section 901(3) of the Indenture provides that the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may, without the consent of any Holders, enter into one or more indentures supplemental to the Indenture for the purpose of adding additional Events of Default in respect of the Securities;
 
WHEREAS Section 901(9) of the Indenture provides that the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may, without the consent of any Holders, enter into one or more indentures supplemental to the Indenture for the purposes of, among other things, making any provision with respect to matters or questions arising under the Indenture provided that no such change shall adversely affect the interests of the Holders of Securities of any series;
 
WHEREAS the Company proposes in and by this Seventh Supplemental Indenture to supplement and amend the Indenture in certain respects as it applies to Securities issued thereunder;
 
WHEREAS America Online desires to unconditionally and irrevocably guarantee all the monetary obligations of TWI under the TWI Guarantees (including obligations to the Trustee) and the full and punctual performance within applicable grace periods of all other obligations of TWI under the TWI Guarantees (the “America Online Guarantee”) and to extend to the Holders of Securities certain rights and privileges in connection with the America Online Guarantee;
 
WHEREAS AOL Time Warner desires to unconditionally and irrevocably guarantee all the monetary obligations of (i) America Online under the America Online Guarantee and (ii) TWI under the TWI Guarantees (including in each case obligations to the Trustee), and the full and punctual performance within applicable grace periods of all other obligations of America Online under the America Online Guarantee and TWI under the TWI Guarantees (the “AOL Time Warner Guarantee”) and to extend to the Holders of Securities certain rights and privileges in connection with the AOL Time Warner Guarantee; and
 
WHEREAS the Company, AOL Time Warner, America Online, TWI and TWC have requested that the Trustee execute and deliver this Fourth Supplemental Indenture and all requirements necessary to make this Fourth Supplemental Indenture a valid instrument in accordance with its terms and to make the America Online Guarantee the valid obligation of America Online and the AOL Time Warner Guarantee the valid obligation of AOL Time Warner, and the execution and delivery of this Fourth Supplemental Indenture has been duly authorized in all respects.
 
NOW, THEREFORE, the Company, AOL Time Warner, America Online, TWI, TWC and the Trustee hereby agree that the following Sections of this Fourth Supplemental Indenture supplement the Indenture with respect to Securities issued thereunder:
 
SECTION 1.  Definitions.  Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Indenture.
 
2
 
 
SECTION 2.  The America Online Guarantee.  (a)  America Online irrevocably and unconditionally guarantees, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Fourth Supplemental Indenture) and to the Trustee and its successors and assigns, (i) the full and punctual payment of all monetary obligations of TWI under the TWI Guarantees (including obligations to the Trustee) and (ii) the full and punctual performance within applicable grace periods of all other obligations of TWI under the TWI Guarantees.  America Online further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence of any action to enforce the same, the recovery of any judgment against the Company, AOL Time Warner, America Online, TWI or TWC (except to the extent such judgment is paid) or any waiver or amendment of the provisions of the Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that such waiver or amendment shall be effective in accordance with its terms).
 
(b)           America Online further agrees that the America Online Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection.
 
(c)           America Online further agrees to waive presentment to, demand of payment from and protest to the Company of any of the AOL Time Warner Guarantee, the America Online Guarantee, the TWI Guarantees or the TWC Guarantee, and also waives diligence, notice of acceptance of the America Online Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy of the Company and any right to require a proceeding first against the Company or any other Person.  The obligations of America Online shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under the Indenture or the Securities of any series.
 
(d)           The obligation of America Online to make any payment hereunder may be satisfied by causing the Company, AOL Time Warner, TWI or TWC to make such payment.  If any Holder of any Security or the Trustee is required by any court or otherwise to return to the Company, AOL Time Warner, America Online, TWI or TWC, or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company, AOL Time Warner, America Online, TWI or TWC, any amount paid by any of them to the Trustee or such Holder, the America Online Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
 
(e)           America Online also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under the America Online Guarantee.
 
(f)           Any term or provision of this Fourth Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of the America Online Guarantee shall not exceed the maximum amount that can be hereby guaranteed without rendering this Fourth Supplemental Indenture, as it relates to America Online, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
 
 
3
 
 
SECTION 3.  The AOL Time Warner Guarantee.  (a)  AOL Time Warner irrevocably and unconditionally guarantees, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Fourth Supplemental Indenture) and to the Trustee and its successors and assigns, (i) the full and punctual payment of all monetary obligations of America Online under the America Online Guarantee and TWI under the TWI Guarantees (including in each case obligations to the Trustee) and (ii) the full and punctual performance within applicable grace periods of all other obligations of America Online under the America Online Guarantee and TWI under the TWI Guarantees.  AOL Time Warner further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence of any action to enforce the same, the recovery of any judgment against the Company, AOL Time Warner, America Online, TWI or TWC (except to the extent such judgment is paid) or any waiver or amendment of the provisions of the Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that such waiver or amendment shall be effective in accordance with its terms).
 
(b)           AOL Time Warner further agrees that the AOL Time Warner Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection.
 
(c)           AOL Time Warner further agrees to waive presentment to, demand of payment from and protest to the Company of any of the AOL Time Warner Guarantee, the America Online Guarantee, the TWI Guarantees or the TWC Guarantee, and also waives diligence, notice of acceptance of the AOL Time Warner Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy of the Company and any right to require a proceeding first against the Company or any other Person.  The obligations of AOL Time Warner shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under the Indenture or the Securities of any series.
 
(d)           The obligation of AOL Time Warner to make any payment hereunder may be satisfied by causing the Company, America Online, TWI or TWC to make such payment.  If any Holder of any Security or the Trustee is required by any court or otherwise to return to the Company, AOL Time Warner, America Online, TWI or TWC, or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company, AOL Time Warner, America Online, TWI or TWC, any amount paid by any of them to the Trustee or such Holder, the AOL Time Warner Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
 
(e)           AOL Time Warner also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under the AOL Time Warner Guarantee.
 
(f)           Any term or provision of this Fourth Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of the AOL Time Warner Guarantee shall not exceed the maximum amount that can be hereby guaranteed without rendering this Fourth Supplemental Indenture, as it relates to AOL Time Warner, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
 
 
4
 
 
SECTION 4.  Amendments to Covenants.  Section 1009 of Article 10 of the Indenture is hereby supplemented and amended to read in its entirety as follows:
 
“SECTION 1009.  Consolidation, Merger, Conveyance or Transfer by AOL Time Warner, America Online, TWI or TWC on Certain Terms.  (a)  None of AOL Time Warner, America Online, TWI or TWC shall consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless:
 
“(1) the corporation formed by such consolidation or into which AOL Time Warner, America Online, TWI or TWC is merged or the Person which acquires by conveyance or transfer the properties and assets of AOL Time Warner, America Online, TWI or TWC substantially as an entirety shall be organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance of the obligations of AOL Time Warner, America Online, TWI or TWC, as the case may be, under this Indenture;
 
“(2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and
 
“(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.
 
“(b)  Upon any consolidation or merger, or any conveyance or transfer of the properties and assets of AOL Time Warner, America Online, TWI or TWC, as the case may be, substantially as an entirety in accordance with paragraph (a) of this Section, the successor Person formed by such consolidation or into which AOL Time Warner, America Online, TWI or TWC, as the case may be, is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of AOL Time Warner, America Online, TWI or TWC, as applicable under the Indenture with the same effect as if such successor had been named as AOL Time Warner, America Online, TWI or TWC, as applicable herein.  In the event of any such conveyance or transfer, the predecessor shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved, wound up or liquidated at any time thereafter.”
 
 
5
 
 
SECTION 5.  Additional Events of Default.  Clauses (h), (i) and (j) of Section 501 of the Indenture are hereby supplemented and amended to read in their entirety as follows:
 
“(h) the entry of an order for relief against AOL Time Warner or any Material U.S. Subsidiary thereof under Title 11, United States Code (the ‘Federal Bankruptcy Act’) by a court having jurisdiction in the premises or a decree or order by a court having jurisdiction in the premises adjudging AOL Time Warner or any Material U.S. Subsidiary thereof a bankrupt or insolvent under any other applicable Federal or State law, or the entry of a decree or order approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of AOL Time Warner or any Material U.S. Subsidiary thereof under the Federal Bankruptcy Act or any other applicable Federal or State law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of AOL Time Warner or any Material U.S. Subsidiary thereof or of any substantial part of its properties, or ordering the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or
 
“(i) the consent by AOL Time Warner or any Material U.S. Subsidiary thereof to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Act or any other applicable Federal or State law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of AOL Time Warner or any Material U.S. Subsidiary thereof or of any substantial part of its properties, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by AOL Time Warner or any Material U.S. Subsidiary thereof in furtherance of any such action; or
 
“(j) default under any bond, debenture, note, guarantee or other evidence of indebtedness for money borrowed by AOL Time Warner, America Online, TWI or TWC (including a default with respect to a guarantee of the Securities of any series) or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by AOL Time Warner, America Online, TWI or TWC, whether such indebtedness now exists or shall hereafter be created, which default (i) shall constitute a failure to pay the principal of such indebtedness having an outstanding principal amount in excess of $50 million in the aggregate when due and payable at the final (but not any interim) maturity thereof after the expiration of any applicable grace period with respect thereto and the holders of such indebtedness shall not have waived such default or (ii) shall have resulted in such indebtedness having an outstanding principal amount in excess of $50 million in the aggregate becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, in either case without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 60 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of such series, a written notice specifying such default and requiring AOL Time Warner, America Online, TWI or TWC to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a ‘Notice of Default’ hereunder.”
 
 
6
 
 
SECTION 6.  Effect on Indenture.  Except as expressly modified by this Fourth Supplemental Indenture, the Indenture and the Securities issued thereunder are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.
 
SECTION 7.  Form of Securities.  The Company shall not be required to prepare and execute, and the Trustee shall not be required to authenticate and deliver in exchange for outstanding Securities, any new Securities to conform to this Fourth Supplemental Indenture.
 
SECTION 8.  GOVERNING LAW.  THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS, BUT NOT THE LAWS AS TO CONFLICTS OR CHOICE OF LAW, OF THE STATE OF NEW YORK.
 
SECTION 9.  Counterparts.  This Fourth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
 
SECTION 10.  Trustee Not Responsible for Recitals.  The recitals therein contained are made by the Company, AOL Time Warner, America Online, TWI and TWC, and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fourth Supplemental Indenture.
 
SECTION 11.  Headings.  The headings of this Fourth Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.
 
SECTION 12.  Separability.  In case any one or more of the provisions contained in this Fourth Supplemental Indenture or in the Securities shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Fourth Supplemental Indenture or of the Securities, but this Fourth Supplemental Indenture and the Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.
 
 
7
 
 
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed by their respective authorized officers as of the date first above written.
 
  TURNER BROADCASTING SYSTEM, INC.,  
       
 
by  
    
    Name:   
    Title:   
       
 
 
 
AOL TIME WARNER INC.,
  
       
 
by  
    
    Name:   
    Title:   
       
 
 
 
AMERICA ONLINE, INC.,
  
       
 
by  
    
    Name:   
    Title:   
       
 
 
 
TIME WARNER INC.,
  
       
 
by  
    
    Name:   
    Title:   
       
 
 
 
AMERICA ONLINE, INC.,
  
       
 
by  
    
    Name:   
    Title:   
       
 
 
 
TIME WARNER COMPANIES, INC.,
  
       
 
by  
    
    Name:   
    Title:   
       
 
 
8
 
 
 
THE CHASE MANHATTAN BANK,
as Trustee
  
       
 
by  
    
    Name:   
    Title:   
       
 
 
 
 
9
 
 EX-5.1 11 ex5-1.htm OPINION OF CRAVATH SWAINE & MOORE LLP REGARDING VALIDITY ex5-1.htm
Exhibit 5.1
 
 
Letterhead
 
April 6, 2009


Time Warner Inc.
Home Box Office, Inc.



Ladies and Gentlemen:

We have acted as counsel for Time Warner Inc., a Delaware corporation (“Time Warner”), and Home Box Office Inc., a Delaware corporation and wholly owned subsidiary of Time Warner (“HBO”), in connection with the preparation and filing of the Registration Statement on Form S-3 (the “Registration Statement”) by Time Warner and HBO with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the guarantees by HBO (the “Guarantees”) of the full and punctual payment of all of the monetary obligations and the full and punctual performance within applicable grace periods of all other obligations (including obligations to the trustee) of Historic TW Inc., a Delaware corporation and wholly owned subsidiary of Time Warner (“Historic TW”), as (a) issuer under the indentures set forth in Part I of Annex A to this opinion, and (b) guarantor under the indentures set forth in Part II of Annex A to this opinion (together, the “Indentures”).  The Guarantees will be issued under the circumstances described in the Registration Statement pursuant to supplemental indentures (the “HBO Supplemental Indentures”) to be entered into among the issuer, the guarantors and trustee under each applicable Indenture, in each case substantially in the form filed as an exhibit to the Registration Statement.

In connection with the foregoing, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion.  As to various questions of fact material to this opinion, we have relied upon representations of officers of Time Warner and/or HBO, and documents furnished to us by Time Warner and/or HBO without independent verification of their accuracy.  We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies.

Based upon and subject to the foregoing, and assuming that (i) the Registration Statement and any supplements and amendments thereto (including post-effective amendments) have become effective and comply with all applicable laws at the time the Guarantees are offered or issued as contemplated by the Registration Statement; (ii) the Guarantees will be issued in compliance with all applicable federal and state securities laws and in the manner stated in the Registration Statement; and (iii) neither the issuance and delivery of the Guarantees, nor the compliance by HBO with the terms of the Guarantees will violate any applicable law or will result in a violation of any provision of any instrument or agreement then binding upon HBO or any restriction imposed by any court or governmental body having jurisdiction over HBO, we are of opinion that the Guarantees, upon the HBO Supplemental Indentures being duly authorized, executed, authenticated or countersigned and delivered in accordance with the provisions of the Indentures, will be validly issued and will constitute valid and binding obligations of HBO, enforceable against HBO in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or other similar laws affecting creditors’ rights generally from time to time in effect and subject to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law).

We are admitted to practice in the State of New York, and we express no opinion as to matters governed by any laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal laws of the United States of America.

We are aware that we are referred to under the heading “Legal Matters” in the prospectus forming a part of the Registration Statement, and we hereby consent to such use of our name therein and the filing of this opinion as Exhibit 5.1 to the Registration Statement.  In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Cravath, Swaine & Moore LLP
2
Time Warner Inc.
One Time Warner Center
New York, NY 10019-8016

Home Box Office, Inc.
1100 Avenue of the Americas
New York, NY 10036-6712
 
 
3
ANNEX A
 
Part I

1.
Indenture dated as of June 1, 1998, as amended and supplemented as of the date hereof, among Historic TW as issuer, Time Warner, AOL LLC (“AOL”), Historic TW (in its capacity as successor to Time Warner Companies, Inc. (“TWCI”)) and Turner Broadcasting System, Inc. (“TBS”) as guarantors, and The Bank of New York Mellon, as Trustee;

2.
Indenture dated as of January 15, 1993, as amended and supplemented as of the date hereof, among Historic TW (in its capacity as successor to Time Warner Companies, Inc. (“TWCI”)) as issuer, Time Warner, AOL, Historic TW (in its own capacity and not as successor to TWCI) and TBS as guarantors, and The Bank of New York Mellon, as Trustee; and

3.
Indenture dated as of October 15, 1992, as amended and supplemented as of the date hereof, among Historic TW (in its capacity as successor to TWCI) as issuer, Time Warner, AOL LLC, Historic TW (in its own capacity and not as successor to TWCI) and TBS as guarantors, and The Bank of New York Mellon, as Trustee.

Part II

1.
Indenture dated as of April 19, 2001, as amended and supplemented as of the date hereof, among Time Warner as issuer, AOL, Historic TW (including in its capacity as successor to TWCI) and TBS as guarantors, and The Bank of New York Mellon, as Trustee; and

2.
Indenture dated as of May 15, 1993, as amended and supplemented as of the date hereof, among TBS as issuer, Time Warner, AOL and Historic TW (including in its capacity as successor to TWCI) as guarantors, and The Bank of New York Mellon, as Trustee.

 
 
 
 
 EX-12.1 12 ex12-1.htm COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES ex12-1.htm
Exhibit 12.1
 
 
 
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

 
Time Warner Inc.
  
 
Ratio of Earnings to Fixed Charges
 
($ in millions)
  
   
   
2008 (1)
    
2007
    
2006
    
2005
    
2004
  
Earnings
                              
Net income (loss) before income taxes, discontinued operations and cumulative effect of accounting change
   $ (16,649)     $ 6,387     $ 6,381     $ 3,529     $ 4,220  
Interest expense
     2,463       2,509       1,969       1,620       1,753  
Amortization of capitalized interest
     5       5       3       3       3  
Portion of rents representative of an interest factor
     235       239       238       203       196  
Adjustment for partially owned subsidiaries and 50% owned companies
     (1,959)       424       438       330       274  
Undistributed losses (earnings) of less than 50% owned companies
     31       63       (64)       (15)       16  
Total earnings
   $ (15,874)     $ 9,627     $ 8,965     $ 5,670     $ 6,462  
                                         
Fixed Charges:
                                        
Interest expense
   $ 2,463     $ 2,509     $ 1,969     $ 1,620     $ 1,753  
Capitalized interest
     1       15       17       10       2  
Portion of rents representative of an interest factor
     235       239       238       203       196  
Adjustment for partially owned subsidiaries and 50% owned companies
     15       16       63       87       72  
Total fixed charges
   $ 2,714     $ 2,779     $ 2,287     $ 1,920     $ 2,023  
                                         
Ratio of earnings to fixed charges
     —       3.5x       3.9x     3.0x       3.2x  
                                         
                                         
   
(1) For the ratio of earnings to fixed charges to equal 1.00, earnings, as adjusted, must increase by $18.588 billion.
  

EX-23.1 13 ex23-1.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ex23-1.htm
Exhibit 23.1
 
 
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
        We consent to the reference to our firm under the caption “Experts” in the Registration Statement on Form S-3 of Time Warner Inc. (“Time Warner”) and Home Box Office, Inc. (“HBO”) for the registration of the HBO Guarantee (as defined in the Prospectus) and to (i) the inclusion therein of our report with respect to the Consolidated Financial Statements of Time Warner, Financial Statement Schedule II, Supplementary Information and the Condensed Consolidating Financial Statements, dated February 19, 2009, except as to the Condensed Consolidating Financial Statements as to which the date is April 3, 2009 and (ii) the incorporation by reference therein of our report dated February 19, 2009, with respect to internal control over financial reporting of Time Warner, included in its Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission on February 20, 2009.

ERNST & YOUNG LLP

New York, New York
April 3, 2009
 EX-24.1 14 ex24-1.htm POWER OF ATTORNEY RELATED TO TIME WARNER ex24-1.htm
Exhibit 24.1
 
 
POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors of Time Warner Inc., a Delaware corporation (the “Corporation”), hereby constitute and appoint PAUL T. CAPPUCCIO, PASCAL DESROCHES, BRENDA C. KARICKHOFF, JOHN K. MARTIN, JR., EDWARD B. RUGGIERO and JANET SILVERMAN and each of  them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution in each of them, with full power to act without the others, for him or her and in his or her name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-3 or any other appropriate form and any and all amendments to any such Registration Statement (including post-effective amendments), to be filed with the Securities and Exchange Commission for the registration under the provisions of the Securities Act of 1933, as amended, of the guarantee proposed to be issued by the Corporation’s wholly owned subsidiary, Home Box Office, Inc., a Delaware corporation, with power where appropriate to affix thereto the corporate seal of the Corporation and to attest said seal, and to file any such Registration Statement, including a form of prospectus, and any and all amendments and post-effective amendments to any such Registration Statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
 
 
 
 
 

 
 
 
 
 
 
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her name as of the 6th day of April, 2009.
 
 
 
 
 
/s/ Jeffrey L. Bewkes
  
    Name:  Jeffrey L. Bewkes  
    Title:    Chairman of the Board and Chief Executive
             Officer (Principal Executive Officer and Director)		  
       
 
 
 
 
 /s/ John K. Martin, Jr.  
    Name:  John K. Martin, Jr.  
    Title:    Executive Vice President and
             Chief Financial Officer (Principal Financial Officer)		  
       

 
 
 
 /s/ Pascal Desroches  
    Name:  Pascal Desroches  
   
Title:    Senior Vice President and Controller
             (Principal Accounting Officer)
  
       
 
 
 
 
 /s/ Herbert M. Allison, Jr.  
    Name:  Herbert M. Allison, Jr.  
    Title:    Director  
       

 
 
 
 /s/ James L. Barksdale  
    Name:  James L. Barksdale  
    Title:    Director  
       
 
 
 
 
 /s/ Stephen F. Bollenbach  
    Name:  Stephen F. Bollenbach  
    Title:    Director  
       
 
 
 
 
 /s/ Frank J. Caufield  
    Name:  Frank J. Caufield  
    Title:    Director  
       
 
 
 
 
 /s/ Robert C. Clark  
    Name:  Robert C. Clark  
    Title:    Director  
       
 
 
 
 
 /s/ Mathias Döpfner  
    Name:  Mathias Döpfner  
    Title:    Director  
       
 
 
 
 
 
 
 
 /s/ Jessica P. Einhorn  
    Name:  Jessica P. Einhorn  
    Title:    Director  
       
 
 
 
 
 /s/ Reuben Mark  
    Name:  Reuben Mark  
    Title:    Director  
       
 
 
 
 
 /s/ Michael A. Miles  
    Name:  Michael A. Miles  
    Title:    Director  
       
 
 
 
 
 /s/ Kenneth J. Novack  
    Name:  Kenneth J. Novack  
    Title:    Director  
       
 
 
 
 
 /s/ Richard D. Parsons  
    Name:  Richard D. Parsons  
    Title:    Director  
       
 
 
 
 
 /s/ Deborah C. Wright  
    Name:  Deborah C. Wright  
    Title:    Director  
       
 
 
 
 EX-24.2 15 ex24-2.htm POWER OF ATTORNEY RELATED TO HOME BOX OFFICE ex24-2.htm
Exhibit 24.2

 
 
 
POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors of Home Box Office, Inc., a Delaware corporation (the “Corporation”), hereby constitute and appoint PAUL T. CAPPUCCIO, PASCAL DESROCHES, BRENDA C. KARICKHOFF, JOHN K. MARTIN, JR., EDWARD B. RUGGIERO and JANET SILVERMAN and each of  them,  his or her true and  lawful  attorneys-in-fact and agents,  with  full  power  of  substitution  and re-substitution  in each of them, with full power to act without the others,  for him or her and in his or her name,  place and stead,  in any and all  capacities,  to sign one or more Registration  Statements on Form S-3 or any other  appropriate  form and any and all  amendments  to any such  Registration  Statement (including  post-effective amendments), to be filed with the Securities and Exchange Commission for the registration under the provisions of the Securities Act of 1933, as amended, of the guarantee proposed to be issued by the Corporation, with power where appropriate to affix thereto the corporate seal of the Corporation and to attest said seal, and to file any such Registration Statement, including a form of prospectus, and any and all amendments and post-effective amendments to any such Registration Statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
 







IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her name as of the 6th day of April, 2009.
 
 
 
 
 
 
 /s/ William C. Nelson  
    Name:  William C. Nelson  
    Title:    Chairman, Chief Executive Officer and Director  
       
 
 
 
 
 /s/ Robert S. Roth  
    Name:  Robert S. Roth  
    Title:    Executive Vice President and Chief Financial Officer  
       

 
 
 
 /s/ Joseph Tarulli  
    Name:  Joseph Tarulli  
   
Title:    Senior Vice President and Controller
  
       
 
 
 
 
 /s/Thomas M. Woodbury  
    Name:  Thomas M. Woodbury  
   
Title:    General Counsel, Executive Vice President,
             Networks Business Affairs and Directors
  
       

 
 
 
 /s/Jeffrey L. Bewkes  
    Name:  Jeffrey L. Bewkes  
    Title:    Director  
       
 
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