-----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, IEpgRPriqaPo5QibLmca9GoJUevnUlwFcEEGjxrPrEvisxXF5QUrONUEHgZNDgTe KUkhQgB2DPJZJFVD7DVqcA== 0000736157-96-000002.txt : 19960927 0000736157-96-000002.hdr.sgml : 19960927 ACCESSION NUMBER: 0000736157-96-000002 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960213 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIME WARNER INC CENTRAL INDEX KEY: 0000736157 STANDARD INDUSTRIAL CLASSIFICATION: 2721 IRS NUMBER: 131388520 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-08637 FILM NUMBER: 96517713 BUSINESS ADDRESS: STREET 1: TIME & LIFE BLDG ROCKFELLER CENTER STREET 2: 75 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124848000 FORMER COMPANY: FORMER CONFORMED NAME: TIME INC /DE/ DATE OF NAME CHANGE: 19890801 8-A12B 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20546 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 TIME WARNER INC. DELAWARE 13-1388520 (State of incorporation or (IRS Employer organization) Identification No.) 75 Rockefeller Plaza, New York, N.Y. 10019 (Address of principal executive offices) (Zip Code) If this Form relates to the registration of a class of debt securiites and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. /X/ If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. / / Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered 8.30% Discount Debentures New York Stock Exchange, Inc. Due 2036 7.48% Debentures Due 2008 New York Stock Exchange, Inc. 8.05% Debentures Due 2016 New York Stock Exchange, Inc. 6.85% Debentures Due 2026 New York Stock Exchange, Inc. Securities to be registered pursuant to Section 12(g) of the Act: (None) _________________________________________________________________ (Title of class) /PAGE Item 1. Debt Securities to be Registered. The titles of the classes of debt securities to be registered hereunder are: "8.30% Discount Debentures Due 2036" "7.48% Debentures Due 2008" "8.05% Debentures Due 2016" "6.85% Debentures Due 2026" (collectively referred to as the "Debentures") The Debentures are being issued by Time Warner Inc. (the "Company") under the Indenture dated as of January 15, 1993, between the Company and Chemical Bank, as Trustee. Descriptions of the Debentures are set forth in two Prospectus Supplements dated January 11, 1996 to the Company's Prospectus dated June 7, 1995 (Registration No. 33-50237), under the caption "Description of the Debentures", which description is hereby incorporated herein by reference. Item 2. Exhibits. 1. Indenture dated as of January 15, 1993, between Time Warner Inc. and Chemical Bank, as Trustee (which is incorporated herein by reference to Exhibit 4.11 to Time Warner Inc.'s Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 1-8637)). 2. Form of 8.30% Discount Debentures Due 2036. 3. Form of 7.48% Debentures Due 2008. 4. Form of 8.05% Debentures Due 2016. 5. Form of 6.85% Debentures Due 2026. /PAGE SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. TIME WARNER INC. By: /s/ Thomas W. McEnerney Name: Thomas W. McEnerney Title: Vice President Dated: February 9, 1996 /PAGE INDEX TO EXHIBITS Sequentially Numbered Page at Exhibit No. Exhibit Which Located 1. Form of Indenture dated as of January 15, 1993, between Time Warner Inc. and Chemical Bank, as Trustee (which is incorporated herein by reference to Exhibit 4.11 to Time Warner Inc.'s Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 1-8637))............. * 2. Form of 8.30% Discount Debentures Due 2036............ 3. Form of 7.48% Debentures Due 2018....................... 4. Form of 8.05% Debentures Due 2016....................... 5. Form of 6.85% Debentures Due 2026....................... ______________________________ * Incorporated by reference EX-2 2 EXHIBIT 2 FACE OF DEBENTURE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR INDIVIDUAL DEBENTURES REGISTERED IN THE NAMES OF PARTICIPANTS IN DTC, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC OR BY A NOMINEE OF DTC TO DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. No. R-1 $200,000,000 TIME WARNER INC. 8.30% Discount Debenture Due 2036 CUSIP: 887315AZ2 Time Warner Inc., a Delaware corporation, or any successor under the Indenture referred to on the reverse hereof promises to pay to Cede & Co. or registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS ($200,000,000) on January 15, 2036, at the office or agency of the Company in the Borough of Manhattan, the City and State of New York. Interest Payment Dates: January 15 and July 15, beginning July 15, 2016 Record Dates: January 1 and July l /PAGE Additional provisions of this Debenture are set forth on the other side of this Debenture. Dated: January 17, 1996 TIME WARNER INC. by ___________________________ [SEAL] Executive Vice President Attest: _____________________________ Assistant Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Chemical Bank, as Trustee, by _________________________ Authorized Officer /PAGE REVERSE SIDE OF DEBENTURE TIME WARNER INC. 8.30% Discount Debenture Due 2036 Time Warner Inc., a Delaware corporation (such corporation or any successor pursuant to the Indenture referred to below being called the "Company"), promises to pay interest from January 15, 2016, on the principal amount at maturity of this Debenture Due 2036 (as hereinafter defined) semiannually on January 15 and July 15 of each year beginning July 15, 2016 at the office or agency of the Company in the Borough of Manhattan, The City of New York, in like coin or currency, at the rate per annum specified in the title hereof. The interest so payable, and punctually paid or duly provided for, on any January 15 or July 15 will, except as provided in the Indenture dated as of January 15, 1993 (the "Indenture"), duly executed and delivered by the Company to Chemical Bank, as Trustee (herein called the "Trustee"), be paid to the Person in whose name this Debenture Due 2036 (or one or more Predecessor Securities) is registered at the close of business on the January 1 or July 1 next preceding the interest payment date (herein called the "Regular Record Date") whether or not a business day, and may, at the option of the Company, be paid by check mailed to the registered address of such Person. In addition, if the principal of this Debenture Due 2036 is accelerated upon the occurrence of an Event of Default, the Company shall pay interest on the Accreted Value (as defined below) as of the date of acceleration at a rate equal to the yield to maturity of this Debenture Due 2036 as of the date of issuance, (8.80% per annum) compounded semiannually (in lieu of (i) any further accretion of the Accreted Value and (ii), in the case of any period after January 14, 2016, the accrual of any interest at the rate set forth on the face of this Debenture Due 2036). Any interest which is payable pursuant to the second preceding sentence, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and such interest together with any interest which is payable pursuant to the next preceding sentence, may be paid either to the Person in whose name this Debenture Due 2036 (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debentures Due 2036 not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures Due 2036 may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practicable by the Trustee, all as more fully provided in the Indenture. Initially, the Trustee will be the Paying Agent and the Registrar with respect to this Debenture Due 2036. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent or Registrar, to appoint additional or other Paying Agents and other Registrars and to approve any change in the office through which any Paying Agent or Registrar acts; provided that there will at all times be a Paying Agent in The City of New York. This Debenture Due 2036 is one of the duly authorized issues of senior debentures, notes, bonds or other evidences of indebtedness of the Company (hereinafter called the "Debt Securities"), of the series hereinafter specified, all issued or to be issued under and pursuant to the Indenture, to which reference is hereby made for a statement of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Debt Securities and the terms upon which the Debt Securities are issued and are to be authenticated and delivered. The Debt Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may have different conversion prices or exchange provisions (if any), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as provided or permitted in the Indenture. This Debenture Due 2036 is one of the series of Debt Securities of the Company issued pursuant to the Indenture designated as the 8.30% Discount Debentures Due 2036 (the "Debentures Due 2036"), limited in aggregate principal amount at maturity to $200,000,000. The Debentures Due 2036 will mature on January 15, 2036, are not redeemable prior to the stated maturity of the principal hereof and will not be subject to any sinking fund. If an Event of Default with respect to the Debentures Due 2036 shall occur and be continuing, the principal of all the Debentures Due 2036 and any accrued interest thereon may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. The amount of the principal of the Debentures Due 2036 that shall be subject to acceleration upon the occurrence of an the Event of Default shall be the Accreted Value thereof as of the date of such acceleration. "Accreted Value" as of any date of determination and in respect each $1,000 principal amount of Debentures Due 2036 shall be determined in the following manner: (i) the Accreted Value as of the next preceding January 15 or July 15 (or, if such date of determination is on or before July 15, 1996, the original issue price of $170.385); plus (ii) accretion on the amount and from the date determined in (i) above at a rate equal to the yield to maturity on the Debentures Due 2036 calculated based on a 360 day year composed of twelve 30-day months; and less (iii) the amount of interest, if any, payable on such date of determination. /PAGE The Accreted Value of each $1,000 principal amount at maturity of Debentures Due 2036 as of each January 15 and July 15 is set forth below. Date Accreted Value Date Accreted Value 1/17/96 17.0385000% 7/15/07 48.850 7/15/96 17.77986145 1/15/08 47.867 1/15/97 18.562 7/15/08 49.973 7/15/97 19.379 1/15/09 52.172 1/15/98 20.232 7/15/09 54.468 7/15/98 21.122 1/15/10 56.864 1/15/99 22.051 7/15/10 59.366 7/15/99 23.02 11/15/11 61.978 1/15/00 24.034 7/15/11 64.706 7/15/00 25.092 1/15/12 67.553 1/15/01 26.196 7/15/12 70.525 7/15/01 27.348 1/15/13 73.628 1/15/02 28.552 7/15/13 76.868 7/15/02 29.808 1/15/14 80.250 1/15/03 31.120 7/15/14 83.781 7/15/03 32.489 1/15/15 87.467 1/15/04 33.918 7/15/15 91.316 7/15/04 35.411 1/15/16 95.333 1/15/05 36.969 7/15/16 (First 95.378 Coupon) 7/15/05 38.595 1/15/17 95.425 1/15/06 40.294 7/15/17 95.473 7/15/06 42.067 1/15/18 95.524 1/15/07 43.917 7/15/18 96.577 1/15/19 95.633 1/15/30 97.707 7/15/19 95.690 7/15/30 97.856 1/15/20 95.75 11/15/31 98.012 7/15/20 95.814 7/15/31 98.175 1/15/21 95.880 1/15/32 98.344 7/15/21 95.948 7/15/32 98.521 1/15/22 96.020 1/15/33 98.706 7/15/22 96.095 7/15/33 98.899 1/15/23 96.173 1/15/34 99.101 7/15/23 96.255 7/15/34 99.311 1/15/24 96.340 1/15/35 99.531 7/15/24 96.429 7/15/35 99.760 1/15/25 96.522 1/15/36 100.00 7/15/25 96.619 1/15/26 96.720 7/15/26 96.825 1/15/27 96.936 7/15/27 97.051 1/15/28 97.171 7/15/28 97.297 1/15/29 97.428 7/15/29 97.565 /PAGE The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture 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 the Debt Securities of each series under the Indenture with the consent of the Holders of not less than a majority in principal amount of the Debt Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Debt Securities of such series. The Indenture also permits the Holders of a majority in principal amount of the Debt Securities at the time Outstanding of each series on behalf of the Holders of all Debt Securities of such series to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with respect to such series under the Indenture. Any such consent or waiver by the Holder of this Debenture Due 2036 shall be conclusive and binding upon such Holder and upon all future Holders of this Debenture Due 2036 and of any Debenture Due 2036 issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debenture Due 2036 or such other Debentures Due 2036. No reference herein to the Indenture and no provision of this Debenture Due 2036 or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal and any premium of and any interest on this Debenture Due 2036 at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed. As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company's option, either (i) the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Debt Securities of any series and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Debt Securities of such series or (ii) the Company shall cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions set forth in any additions or changes to or deletions from covenants and Events of Default with respect to the Debt Securities of such series. The Debentures Due 2036 are issuable in registered form without coupons, in denominations of $1,000 and integral multiples of thereof. Debentures Due 2036 may be exchanged for a like aggregate principal amount of Debentures Due 2036 of other authorized denominations at the office or agency of the Company in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture. Upon due presentment for registration of transfer of this Debenture Due 2036 at the office or agency of the Company in the Borough of Manhattan, The City of New York, a new Debenture Due 2036 or Debentures Due 2036 of authorized denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture. No service charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection therewith. Subject to the provisions of the Indenture, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debenture Due 2036 is registered as the owner hereof for all purposes, whether or not this Debenture Due 2036 is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Unless otherwise defined herein, all terms used in this Debenture Due 2036 which are defined in the Indenture shall have the meanings assigned to them in the Indenture. THIS DEBENTURE DUE 2036 SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Debenture Due 2036 shall not be entitled to any benefits under the Indenture, or be valid or obligatory for any purpose. The Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture. Requests may be made to Time Warner Inc., 75 Rockefeller Plaza, New York, N.Y. 10019, Attention of Manager, Shareholder Relations. /PAGE ASSIGNMENT FORM To assign this Debenture Due 2036, fill in the form below: I or we assign and transfer this Debenture Due 2036 to _____________________________________________ _____________________________________________ (Insert assignee's soc. sec. or tax ID no.) ____________________________________________________________ ____________________________________________________________ ____________________________________________________________ (Print or type assignee's name, address and zip code) and irrevocably appoint __________________________ agent to transfer this Debenture Due 2036 on the books of the Company. The agent may substitute another to act for him. ____________________________________________________________ Date:______________ Your Signature:________________________ ____________________________________________________________ (Sign exactly as your name appears on the other side of this Debenture Due 2036) /PAGE SIGNATURE GUARANTEE Signature Guaranteed by: _______________________________________ by: __________________________________ ________________________________________ The signature must be guaranteed by a bank, a trust company or a member firm of the New York Stock Exchange EX-3 3 EXHIBIT 3 FACE OF DEBENTURE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR INDIVIDUAL DEBENTURES REGISTERED IN THE NAMES OF PARTICIPANTS IN DTC, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC OR BY A NOMINEE OF DTC TO DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. No. R-1 $165,923,000 TIME WARNER INC. 7.48% Debenture Due 2008 CUSIP: 887315AT6 Time Warner Inc., a Delaware corporation, or any successor under the Indenture referred to on the reverse hereof promises to pay to Cede & Co. or registered assigns, the principal sum of ONE HUNDRED AND SIXTY-FIVE MILLION, NINE HUNDRED AND TWENTY-THREE THOUSAND DOLLARS ($165,923,000) on January 15, 2008, at the office or agency of the Company in the Borough of Manhattan, the City and State of New York. Interest Payment Dates: January 15 and July 15, beginning July 15, 1996 Record Dates: January 1 and July l /PAGE Additional provisions of this Debenture are set forth on the other side of this Debenture. Dated: January 17, 1996 TIME WARNER INC. by ___________________________ [SEAL] Executive Vice President Attest: _____________________________ Assistant Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Chemical Bank, as Trustee, by _________________________ Authorized Officer /PAGE REVERSE SIDE OF DEBENTURE TIME WARNER INC. 7.48% Debenture Due 2008 Time Warner Inc., a Delaware corporation (such corporation or any successor pursuant to the Indenture referred to below being called the "Company"), promises to pay interest from January 15, 1996, on the principal amount of this Debenture Due 2008 (as hereinafter defined) semiannually on January 15 and July 15 of each year beginning July 15, 1996 at the office or agency of the Company in the Borough of Manhattan, The City of New York, in like coin or currency, at the rate per annum specified in the title hereof. The interest so payable, and punctually paid or duly provided for, on any January 15 or July 15 will, except as provided in the Indenture dated as of January 15, 1993 (the "Indenture"), duly executed and delivered by the Company to Chemical Bank, as Trustee (herein called the "Trustee"), be paid to the Person in whose name this Debenture Due 2008 (or one or more Predecessor Securities) is registered at the close of business on the January 1 or July 1 next preceding the interest payment date (herein called the "Regular Record Date") whether or not a business day, and may, at the option of the Company, be paid by check mailed to the registered address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name this Debenture Due 2008 (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debentures Due 2008 not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures Due 2008 may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practicable by the Trustee, all as more fully provided in the Indenture. Initially, the Trustee will be the Paying Agent and the Registrar with respect to this Debenture Due 2008. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent or Registrar, to appoint additional or other Paying Agents and other Registrars and to approve any change in the office through which any Paying Agent or Registrar acts; provided that there will at all times be a Paying Agent in The City of New York. This Debenture Due 2008 is one of the duly authorized issues of senior debentures, notes, bonds or other evidences of indebtedness of the Company (hereinafter called the "Debt Securities"), of the series hereinafter specified, all issued or to be issued under and pursuant to the Indenture, to which reference is hereby made for a statement of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Debt Securities and the terms upon which the Debt Securities are issued and are to be authenticated and delivered. The Debt Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may have different conversion prices or exchange provisions (if any), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as provided or permitted in the Indenture. This Debenture Due 2008 is one of the series of Debt Securities of the Company issued pursuant to the Indenture designated as the 7.48% Debentures Due 2008 (the "Debentures Due 2008"), limited in aggregate principal amount to $165,923,000. The Debentures Due 2008 are not redeemable prior to the stated maturity of the principal hereof and will not be subject to any sinking fund. If an Event of Default with respect to the Debentures Due 2008 shall occur and be continuing, the principal of all the Debentures Due 2008 and all accrued interest thereon may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture 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 the Debt Securities of each series under the Indenture with the consent of the Holders of not less than a majority in principal amount of the Debt Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Debt Securities of such series. The Indenture also permits the Holders of a majority in principal amount of the Debt Securities at the time Outstanding of each series on behalf of the Holders of all Debt Securities of such series to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with respect to such series under the Indenture. Any such consent or waiver by the Holder of this Debenture Due 2008 shall be conclusive and binding upon such Holder and upon all future Holders of this Debenture Due 2008 and of any Debenture Due 2008 issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debenture Due 2008 or such other Debentures Due 2008. No reference herein to the Indenture and no provision of this Debenture Due 2008 or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal and any premium of and any interest on this Debenture Due 2008 at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed. As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company's option, either (i) the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Debt Securities of any series and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Debt Securities of such series or (ii) the Company shall cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions set forth in any additions or changes to or deletions from covenants and Events of Default with respect to the Debt Securities of such series. The Debentures Due 2008 are issuable in registered form without coupons, in denominations of $1,000 and integral multiples of thereof. Debentures Due 2008 may be exchanged for a like aggregate principal amount of Debentures Due 2008 of other authorized denominations at the office or agency of the Company in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture. Upon due presentment for registration of transfer of this Debenture Due 2008 at the office or agency of the Company in the Borough of Manhattan, The City of New York, a new Debenture Due 2008 or Debentures Due 2008 of authorized denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture. No service charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection therewith. Subject to the provisions of the Indenture, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debenture Due 2008 is registered as the owner hereof for all purposes, whether or not this Debenture Due 2008 is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Unless otherwise defined herein, all terms used in this Debenture Due 2008 which are defined in the Indenture shall have the meanings assigned to them in the Indenture. THIS DEBENTURE DUE 2008 SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Debenture Due 2008 shall not be entitled to any benefits under the Indenture, or be valid or obligatory for any purpose. The Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture. Requests may be made to Time Warner Inc., 75 Rockefeller Plaza, New York, N.Y. 10019, Attention of Manager, Shareholder Relations. ASSIGNMENT FORM To assign this Debenture Due 2008, fill in the form below: I or we assign and transfer this Debenture Due 2008 to _____________________________________________ _____________________________________________ (Insert assignee's soc. sec. or tax ID no.) ____________________________________________________________ ____________________________________________________________ ____________________________________________________________ (Print or type assignee's name, address and zip code) and irrevocably appoint __________________________ agent to transfer this Debenture Due 2008 on the books of the Company. The agent may substitute another to act for him. ____________________________________________________________ Date:______________ Your Signature:________________________ ____________________________________________________________ (Sign exactly as your name appears on the other side of this Debenture Due 2008) /PAGE SIGNATURE GUARANTEE Signature Guaranteed by: _______________________________________ by: __________________________________ ________________________________________ The signature must be guaranteed by a bank, a trust company or a member firm of the New York Stock Exchange EX-4 4 EXHIBIT 4 FACE OF DEBENTURE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR INDIVIDUAL DEBENTURES REGISTERED IN THE NAMES OF PARTICIPANTS IN DTC, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC OR BY A NOMINEE OF DTC TO DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. No. R-1 $150,000,000 TIME WARNER INC. 8.05% Debenture Due 2016 CUSIP: 887315BA6 Time Warner Inc., a Delaware corporation, or any successor under the Indenture referred to on the reverse hereof promises to pay to Cede & Co. or registered assigns, the principal sum of ONE HUNDRED AND FIFTY MILLION DOLLARS ($150,000,000) on January 15, 2016, at the office or agency of the Company in the Borough of Manhattan, the City and State of New York. Interest Payment Dates: January 15 and July 15, beginning July 15, 1996 Record Dates: January 1 and July l /PAGE Additional provisions of this Debenture are set forth on the other side of this Debenture. Dated: January 17, 1996 TIME WARNER INC. by ___________________________ [SEAL] Executive Vice President Attest: _____________________________ Assistant Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Chemical Bank, as Trustee, by _________________________ Authorized Officer /PAGE REVERSE SIDE OF DEBENTURE TIME WARNER INC. 8.05% Debenture Due 2016 Time Warner Inc., a Delaware corporation (such corporation or any successor pursuant to the Indenture referred to below being called the "Company"), promises to pay interest from January 15, 1996, on the principal amount of this Debenture Due 2016 (as hereinafter defined) semiannually on January 15 and July 15 of each year beginning July 15, 1996 at the office or agency of the Company in the Borough of Manhattan, The City of New York, in like coin or currency, at the rate per annum specified in the title hereof. The interest so payable, and punctually paid or duly provided for, on any January 15 or July 15 will, except as provided in the Indenture dated as of January 15, 1993 (the "Indenture"), duly executed and delivered by the Company to Chemical Bank, as Trustee (herein called the "Trustee"), be paid to the Person in whose name this Debenture Due 2016 (or one or more Predecessor Securities) is registered at the close of business on the January 1 or July 1 next preceding the interest payment date (herein called the "Regular Record Date") whether or not a business day, and may, at the option of the Company, be paid by check mailed to the registered address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name this Debenture Due 2016 (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debentures Due 2016 not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures Due 2016 may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practicable by the Trustee, all as more fully provided in the Indenture. Initially, the Trustee will be the Paying Agent and the Registrar with respect to this Debenture Due 2016. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent or Registrar, to appoint additional or other Paying Agents and other Registrars and to approve any change in the office through which any Paying Agent or Registrar acts; provided that there will at all times be a Paying Agent in The City of New York. This Debenture Due 2016 is one of the duly authorized issues of senior debentures, notes, bonds or other evidences of indebtedness of the Company (hereinafter called the "Debt Securities"), of the series hereinafter specified, all issued or to be issued under and pursuant to the Indenture, to which reference is hereby made for a statement of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Debt Securities and the terms upon which the Debt Securities are issued and are to be authenticated and delivered. The Debt Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may have different conversion prices or exchange provisions (if any), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as provided or permitted in the Indenture. This Debenture Due 2016 is one of the series of Debt Securities of the Company issued pursuant to the Indenture designated as the 8.05% Debentures Due 2016 (the "Debentures Due 2016"), limited in aggregate principal amount to $150,000,000. The Debentures Due 2016 are not redeemable prior to the stated maturity of the principal hereof and will not be subject to any sinking fund. If an Event of Default with respect to the Debentures Due 2016 shall occur and be continuing, the principal of all the Debentures Due 2016 and all accrued interest thereon may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture 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 the Debt Securities of each series under the Indenture with the consent of the Holders of not less than a majority in principal amount of the Debt Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Debt Securities of such series. The Indenture also permits the Holders of a majority in principal amount of the Debt Securities at the time Outstanding of each series on behalf of the Holders of all Debt Securities of such series to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with respect to such series under the Indenture. Any such consent or waiver by the Holder of this Debenture Due 2016 shall be conclusive and binding upon such Holder and upon all future Holders of this Debenture Due 2016 and of any Debenture Due 2016 issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debenture Due 2016 or such other Debentures Due 2016. No reference herein to the Indenture and no provision of this Debenture Due 2016 or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal and any premium of and any interest on this Debenture Due 2016 at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed. As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company's option, either (i) the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Debt Securities of any series and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Debt Securities of such series or (ii) the Company shall cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions set forth in any additions or changes to or deletions from covenants and Events of Default with respect to the Debt Securities of such series. The Debentures Due 2016 are issuable in registered form without coupons, in denominations of $1,000 and integral multiples of thereof. Debentures Due 2016 may be exchanged for a like aggregate principal amount of Debentures Due 2016 of other authorized denominations at the office or agency of the Company in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture. Upon due presentment for registration of transfer of this Debenture Due 2016 at the office or agency of the Company in the Borough of Manhattan, The City of New York, a new Debenture Due 2016 or Debentures Due 2016 of authorized denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture. No service charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection therewith. Subject to the provisions of the Indenture, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debenture Due 2016 is registered as the owner hereof for all purposes, whether or not this Debenture Due 2016 is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Unless otherwise defined herein, all terms used in this Debenture Due 2016 which are defined in the Indenture shall have the meanings assigned to them in the Indenture. THIS DEBENTURE DUE 2016 SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Debenture Due 2016 shall not be entitled to any benefits under the Indenture, or be valid or obligatory for any purpose. The Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture. Requests may be made to Time Warner Inc., 75 Rockefeller Plaza, New York, N.Y. 10019, Attention of Manager, Shareholder Relations. /PAGE ASSIGNMENT FORM To assign this Debenture Due 2016, fill in the form below: I or we assign and transfer this Debenture Due 2016 to _____________________________________________ _____________________________________________ (Insert assignee's soc. sec. or tax ID no.) ____________________________________________________________ ____________________________________________________________ ____________________________________________________________ (Print or type assignee's name, address and zip code) and irrevocably appoint __________________________ agent to transfer this Debenture Due 2016 on the books of the Company. The agent may substitute another to act for him. ____________________________________________________________ Date:______________ Your Signature:________________________ ____________________________________________________________ (Sign exactly as your name appears on the other side of this Debenture Due 2016) /PAGE SIGNATURE GUARANTEE Signature Guaranteed by: _______________________________________ by: __________________________________ ________________________________________ The signature must be guaranteed by a bank, a trust company or a member firm of the New York Stock Exchange EX-5 5 EXHIBIT 5 FACE OF DEBENTURE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR INDIVIDUAL DEBENTURES REGISTERED IN THE NAMES OF PARTICIPANTS IN THE DTC, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC OR BY A NOMINEE OF DTC TO DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. No. R-1 $200,000,000 TIME WARNER INC. 6.85% Debenture Due 2026 CUSIP: 887315BB4 Time Warner Inc., a Delaware corporation, or any successor under the Indenture referred to on the reverse hereof promises to pay to Cede & Co. or registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS ($200,000,000) on January 15, 2026, at the office or agency of the Company in the Borough of Manhattan, the City and State of New York. Interest Payment Dates: January 15 and July 15, beginning July 15, 1996 Record Dates: January 1 and July l /PAGE Additional provisions of this Debenture are set forth on the other side of this Debenture. Dated: January 17, 1996 TIME WARNER INC. by ___________________________ [SEAL] Executive Vice President Attest: _____________________________ Assistant Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Chemical Bank, as Trustee, by _________________________ Authorized Officer /PAGE REVERSE SIDE OF DEBENTURE TIME WARNER INC. 6.85% Debenture Due 2026 Time Warner Inc., a Delaware corporation (such corporation or any successor pursuant to the Indenture referred to below being called the "Company"), promises to pay interest from January 15, 1996, on the principal amount of this Debenture Due 2026 (as hereinafter defined) semiannually on January 15 and July 15 of each year beginning July 15, 1996 at the office or agency of the Company in the Borough of Manhattan, The City of New York, in like coin or currency, at the rate per annum specified in the title hereof. The interest so payable, and punctually paid or duly provided for, on any January 15 or July 15 will, except as provided in the Indenture dated as of January 15, 1993 (the "Indenture"), duly executed and delivered by the Company to Chemical Bank, as Trustee (herein called the "Trustee"), be paid to the Person in whose name this Debenture Due 2026 (or one or more Predecessor Securities) is registered at the close of business on the January 1 or July 1 next preceding the interest payment date (herein called the "Regular Record Date") whether or not a business day, and may, at the option of the Company, be paid by check mailed to the registered address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name this Debenture Due 2026 (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debentures Due 2026 not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures Due 2026 may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practicable by the Trustee, all as more fully provided in the Indenture. Initially, the Trustee will be the Paying Agent and the Registrar with respect to this Debenture Due 2026. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent or Registrar, to appoint additional or other Paying Agents and other Registrars and to approve any change in the office through which any Paying Agent or Registrar acts; provided that there will at all times be a Paying Agent in The City of New York. This Debenture Due 2026 is one of the duly authorized issues of senior debentures, notes, bonds or other evidences of indebtedness of the Company (hereinafter called the "Debt Securities"), of the series hereinafter specified, all issued or to be issued under and pursuant to the Indenture, to which reference is hereby made for a statement of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Debt Securities and the terms upon which the Debt Securities are issued and are to be authenticated and delivered. The Debt Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may have different conversion prices or exchange provisions (if any), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as provided or permitted in the Indenture. This Debenture Due 2026 is one of the series of Debt Securities of the Company issued pursuant to the Indenture designated as the 6.85% Debentures Due 2026 (the "Debentures Due 2026"), limited in aggregate principal amount to $400,000,000. The Debentures Due 2026 will not be redeemable at the option of the Company prior to maturity and will not be subject to any sinking fund, but will be redeemable on January 15, 2003, at the option of the Holders thereof, at 100% of their principal amount, together with accrued and unpaid interest to the date of redemption. Less than the entire principal amount of any Debenture Due 2026 may be redeemed, provided the principal amount which is to be redeemed is equal to $1,000 or an integral multiple of $1,000. The Depository or its nominee, as registered holder of the Debentures Due 2026, will be entitled to tender the Debentures Due 2026 on January 15, 2003 for repayment. During the period from and including November 15, 2002 to and including December 15, 2002, the Depository will receive instructions from its participants (acting on behalf of owners of beneficial interests in the Debentures Due 2026) to tender the Debentures Due 2026 for repayment under the Depository's procedures. Such tender for repayment will be made by the Depository, provided that the Depository receives instructions from tendering participants by Noon New York City time on December 15, 2002. The Depository will notify the Paying Agent designated pursuant to the Indenture by the close of business on December 15, 2002 as to the aggregate principal amount of the Debentures Due 2026, if any, for which the Depository shall have received instructions to tender for repayment. If at any time the use of a book-entry only system through the Depository (or any successor securities depositary) is discontinued with respect to the Debentures Due 2026 and the Debentures Due 2026 are represented by individual certificates, tenders for repayment of any Debentures Due 2026 on January 15, 2003 shall be made according to the following procedures. The Company must receive at the principal office of the Paying Agent, during the period from and including November 15, 2002 to and including December 15, 2002, (i) the Debentures Due 2026 with the form entitled "Option to Elect Repayment" on the reverse of the Debenture Due 2026 duly completed; or (ii)(x) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., or a commercial bank or a trust company in the United States of America, setting forth the name of the registered holder of the Debentures Due 2026, the principal amount of the Debentures Due 2026, the amount of the Debentures Due 2026 to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the Debentures Due 2026 to be repaid, with the form entitled "Option to Elect Repayment" on the reverse of the Debentures Due 2026 duly completed, will be received by the Company not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter; and (y) such Debentures Due 2026 and forms duly completed are received by the Company by such fifth Business Day. Any such notice received by the Company during the period from and including November 15, 2002 to and including December 15, 2002 shall be irrevocable. All questions as to the validity, eligibility (including time of receipt) and the acceptance of any Debentures Due 2026 for repayment will be determined by the Company, whose determination will be final and binding. For all purposes of this Debenture Due 2026, if December 15, 2002 is not a Business Day, such date shall be deemed to refer to the next succeeding Business Day. If an Event of Default with respect to the Debentures Due 2026 shall occur and be continuing, the principal of all the Debentures Due 2026 and all accrued interest thereon may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture 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 the Debt Securities of each series under the Indenture with the consent of the Holders of not less than a majority in principal amount of the Debt Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Debt Securities of such series. The Indenture also permits the Holders of a majority in principal amount of the Debt Securities at the time Outstanding of each series on behalf of the Holders of all Debt Securities of such series to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with respect to such series under the Indenture. Any such consent or waiver by the Holder of this Debenture Due 2026 shall be conclusive and binding upon such Holder and upon all future Holders of this Debenture Due 2026 and of any Debenture Due 2026 issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debenture Due 2026 or such other Debentures Due 2026. No reference herein to the Indenture and no provision of this Debenture Due 2026 or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal and any premium of and any interest on this Debenture Due 2026 at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed. As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company's option, either (i) the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Debt Securities of any series and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Debt Securities of such series or (ii) the Company shall cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions set forth in any additions or changes to or deletions from covenants and Events of Default with respect to the Debt Securities of such series. The Debentures Due 2026 are issuable in registered form without coupons, in denominations of $1,000 and integral multiples of thereof. Debentures Due 2026 may be exchanged for a like aggregate principal amount of Debentures Due 2026 of other authorized denominations at the office or agency of the Company in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture. Upon due presentment for registration of transfer of this Debenture Due 2026 at the office or agency of the Company in the Borough of Manhattan, The City of New York, a new Debenture Due 2026 or Debentures Due 2026 of authorized denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture. No service charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection therewith. Subject to the provisions of the Indenture, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debenture Due 2026 is registered as the owner hereof for all purposes, whether or not this Debenture Due 2026 is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Unless otherwise defined herein, all terms used in this Debenture Due 2026 which are defined in the Indenture shall have the meanings assigned to them in the Indenture. THIS DEBENTURE DUE 2026 SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Debenture Due 2026 shall not be entitled to any benefits under the Indenture, or be valid or obligatory for any purpose. The Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture. Requests may be made to Time Warner Inc., 75 Rockefeller Plaza, New York, N.Y. 10019, Attention of Manager, Shareholder Relations. /PAGE ASSIGNMENT FORM To assign this Debenture Due 2026 fill in the form below: I or we assign and transfer this Debenture Due 2026 to _____________________________________________ _____________________________________________ (Insert assignee's soc. sec. or tax ID no.) ____________________________________________________________ ____________________________________________________________ ____________________________________________________________ (Print or type assignee's name, address and zip code) and irrevocably appoint __________________________ agent to transfer this Debenture Due 2026 on the books of the Company. The agent may substitute another to act for him. ____________________________________________________________ Date:______________ Your Signature:________________________ ____________________________________________________________ (Sign exactly as your name appears on the other side of this Debenture Due 2026) /PAGE SIGNATURE GUARANTEE Signature Guaranteed by: _______________________________________ by: __________________________________ ________________________________________ The signature must be guaranteed by a bank, a trust company or a member firm of the New York Stock Exchange /PAGE OPTION TO ELECT REPAYMENT If you the Holder want to elect to have this Debenture Due 2026 redeemed by the Company, check here: / / If you want to elect to have only part of this Debenture Due 2026 redeemed by the Company, state the amount (which amount must be equal to $1,000 or any whole multiple of $1,000): $ _______________ Dated: Signed: ______________________ The Signature to this Redemption Notice must correspond with the name as it appears upon the face of this Debenture Due 2026 in every particular without alteration or enlargement or any change whatsoever.) Certificate Number of this Debenture Due 2026: ________________ Signature Guarantee: _______________________________________ (Signature must be guaranteed by a commercial bank or trust company having its principal office or a correspondent in The City of New York or by a member or member's organization of the New York Stock Exchange.) -----END PRIVACY-ENHANCED MESSAGE-----