EXHIBIT D --------------------------------------------------------------------- ----------- REGISTRATION RIGHTS AGREEMENT Dated January 12, 1998Registration Rights Agreement • February 5th, 1998 • Time Warner Inc/ • Services-motion picture & video tape production • New York
Amendment No. 1Credit Agreement • August 14th, 2000 • Time Warner Inc/ • Services-motion picture & video tape production • New York
Holders of Securities certain rights and privileges in connection with the TWI Guarantee; WHEREAS TBS has, by way of the Fourth Supplemental Indenture, unconditionally guaranteed the obligations of the Company under the Indenture (the "TBS Guarantee")...Supplemental Indenture • March 25th, 1998 • Time Warner Inc/ • Services-motion picture & video tape production • New York
STOCKHOLDERS' AGREEMENT Stockholders' Agreement, dated October 10, 1996, by and among TCI Turner Preferred, Inc., a Colorado corporation ("TCITP"), Liberty Broadcasting, Inc. ("LBI") and Communication Capital Corp. ("CCC" and, together with LBI and...Stockholders' Agreement • March 25th, 1997 • Time Warner Inc/ • Services-motion picture & video tape production • New York
2 3 therefor. Rights beneficially owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) and by any subsequent holder of such Rights are null and void and nontransferable."Rights Agreement • March 26th, 1999 • Time Warner Inc/ • Services-motion picture & video tape production • Delaware
EXHIBIT 10.1 THIS AGREEMENT is made on 5 October 2000 AMONG (1) EMI GROUP PLC, a company incorporated under the laws of England and Wales (EMI); (2) TIME WARNER INC. a company organized under the laws of the United States (TWI). WHEREAS (A) EMI and...Termination Agreement • October 5th, 2000 • Time Warner Inc/ • Services-motion picture & video tape production • New York
EXHIBIT 4 CDNOW, INC. SHAREHOLDER AGREEMENT dated as of July 12, 1999, among TIME WARNER INC., a Delaware corporation ("Time Warner"), SONY CORPORATION OF AMERICA, a New York corporation ("Sony"), and the individuals and other parties listed on...Shareholder Agreement • July 22nd, 1999 • Time Warner Inc/ • Services-motion picture & video tape production • New York
Exhibit 10.14 AMENDED AND RESTATED EMPLOYMENT AGREEMENT made as of March 25, 1998 and effective as of January 1, 1998, (the "Effective Date"), as amended December 15, 1998, between TIME WARNER INC., a Delaware corporation (the "Company"), and R.E....Employment Agreement • March 26th, 1999 • Time Warner Inc/ • Services-motion picture & video tape production • New York
AOL TIME WARNER INC. AMERICA ONLINE, INC. TIME WARNER INC. TIME WARNER COMPANIES, INC. TURNER BROADCASTING SYSTEM, INC. Underwriting Agreement [% [Convertible] Debentures/Notes Due] __]Underwriting Agreement • February 26th, 2001 • Time Warner Inc/ • Services-motion picture & video tape production • New York
CREDIT AGREEMENTCredit Agreement • March 25th, 1998 • Time Warner Inc/ • Services-motion picture & video tape production • New York
JOINT FILING AGREEMENTJoint Filing Agreement • July 22nd, 1999 • Time Warner Inc/ • Services-motion picture & video tape production
Time Warner Inc., a Delaware corporation, Sony Corporation of America, a New York corporation, and Sony Corporation, a corporation organized under the laws of Japan, each hereby agrees, in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, that the Schedule 13D filed herewith, and any amendments thereto, relating to the shares of common stock, without par value, of CDnow, Inc., a Pennsylvania corporation, is, and will be, filed jointly on behalf of each such person.
ARTICLE IStock Option Agreement • January 14th, 2000 • Time Warner Inc/ • Services-motion picture & video tape production • Delaware
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of May 15, 1996, between TIME WARNER INC., a Delaware corporation (the "Company"), and Timothy A. Boggs (the "Executive"). The Company currently employs the Executive on a full-time basis pursuant to...Employment Agreement • March 25th, 1997 • Time Warner Inc/ • Services-motion picture & video tape production • New York
Amendment No. 3Credit Agreement • March 25th, 1997 • Time Warner Inc/ • Services-motion picture & video tape production • New York
Exhibit 10.41 SECOND AMENDMENT TO THE PARTNERSHIP AGREEMENT OF TIME WARNER ENTERTAINMENT-ADVANCE/NEWHOUSE PARTNERSHIP SECOND AMENDMENT TO THE PARTNERSHIP AGREEMENT OF TIME WARNER ENTERTAINMENT-ADVANCE/NEWHOUSE PARTNERSHIP, dated as of December 31,...Partnership Agreement • March 26th, 1999 • Time Warner Inc/ • Services-motion picture & video tape production • New York
EXECUTION VERSION THIRD SUPPLEMENTAL INDENTURE (this "Third Supplemental Indenture"), dated as of December 31, 1996, among TIME WARNER COMPANIES, INC. (formerly known as Time Warner Inc.), a Delaware corporation (the "Company"), TIME WARNER INC....Third Supplemental Indenture • March 25th, 1997 • Time Warner Inc/ • Services-motion picture & video tape production • New York
WITNESSETH:Trust Agreement • March 25th, 1998 • Time Warner Inc/ • Services-motion picture & video tape production • New York
TIME WARNER INC.,Supplemental Indenture • March 25th, 1998 • Time Warner Inc/ • Services-motion picture & video tape production • New York
ARTICLE I VOTINGVoting Agreement • January 14th, 2000 • Time Warner Inc/ • Services-motion picture & video tape production • Delaware
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...Fourth Supplemental Indenture • February 5th, 1998 • Time Warner Inc/ • Services-motion picture & video tape production • New York
WAIVER NO. 1Waiver • March 25th, 1997 • Time Warner Inc/ • Services-motion picture & video tape production
Affiliate" means, with respect to any specified person, any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For the purposes of this definition, "control" when...Registration Rights Agreement • March 25th, 1997 • Time Warner Inc/ • Services-motion picture & video tape production • New York
AMENDMENT NO. 5 AMENDMENT NO. 5 dated as of April 25, 1996 between TURNER BROADCASTING SYSTEM, INC., a Georgia corporation (the "Company"), the Banks (as such term is defined below) party hereto and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)...Credit Agreement • March 25th, 1997 • Time Warner Inc/ • Services-motion picture & video tape production • New York
AMERICA ONLINE, INC., as Guarantor TIME WARNER INC., as Guarantor TIME WARNER COMPANIES, INC., as Guarantor TURNER BROADCASTING SYSTEM, INC., as Guarantor and THE CHASE MANHATTAN BANK, Trustee INDENTURE Dated as of , 2001Indenture • February 26th, 2001 • Time Warner Inc/ • Services-motion picture & video tape production • New York
Exhibit 10.39 TRANSACTION AGREEMENT NO. 3 TRANSACTION AGREEMENT NO. 3, dated as of September 15, 1998 (this "Agreement"), among ADVANCE PUBLICATIONS, INC., a New York corporation ("Advance"), NEWHOUSE BROADCASTING CORPORATION, a New York corporation...Transaction Agreement • March 26th, 1999 • Time Warner Inc/ • Services-motion picture & video tape production • New York
TIME WARNER INC. TIME WARNER COMPANIES, INC. TURNER BROADCASTING SYSTEM, INC. Placement AgreementPlacement Agreement • February 5th, 1998 • Time Warner Inc/ • Services-motion picture & video tape production • New York
EXHIBIT 7 REGISTRATION RIGHTS AGREEMENT dated as of [ ], among DELAWARE HOLDCO CORPORATION, a Delaware corporation (the "Issuer"), and the Holders (as defined herein). WHEREAS the parties hereto are parties to an Agreement of Merger and Contribution...Registration Rights Agreement • July 22nd, 1999 • Time Warner Inc/ • Services-motion picture & video tape production • New York
AMENDMENT NO. 2 AMENDMENT NO. 2 dated as of April 26, 1996 between TURNER BROADCASTING SYSTEM, INC., a Georgia corporation (the "Company"), the Banks (as such term is defined below) party hereto and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)...Credit Agreement • March 25th, 1997 • Time Warner Inc/ • Services-motion picture & video tape production • New York
WHEREAS the Company proposes in and by this Fifth Supplemental Indenture to supplement and amend the Indenture in certain respects to establish a series of Securities issued pursuant to the Indenture designated as the 6.95% Debentures Due 2028 limited...Fifth Supplemental Indenture • February 5th, 1998 • Time Warner Inc/ • Services-motion picture & video tape production • New York
ARTICLE I DefinitionsInvestors' Agreement • March 25th, 1997 • Time Warner Inc/ • Services-motion picture & video tape production • Delaware
EXHIBIT 5 GOVERNANCE AGREEMENTGovernance Agreement • July 22nd, 1999 • Time Warner Inc/ • Services-motion picture & video tape production • Delaware
CONFORMED COPY AMENDMENT dated as of March 13, 2000 (this "Amendment"), to the Convertible Loan Agreement dated as of July 12, 1999 (the "Convertible Loan Agreement"), among CDNOW, INC., a Pennsylvania corporation (the "Borrower"), SONY MUSIC...Convertible Loan Agreement • March 22nd, 2000 • Time Warner Inc/ • Services-motion picture & video tape production • New York
TIME WARNER INC.,Seventh Supplemental Indenture • March 25th, 1998 • Time Warner Inc/ • Services-motion picture & video tape production • New York
CONFORMED COPY CONSENT dated as of March 13, 2000 (this "Consent"), in respect of the Guarantee and Collateral Agreement (the "Security Agreement") dated as of January 21, 2000, made by CDnow, Inc. (the "Borrower") and the other parties identified...Consent • March 22nd, 2000 • Time Warner Inc/ • Services-motion picture & video tape production • New York
Exhibit 10.18 AMENDED AND RESTATED EMPLOYMENT AGREEMENT made as of March 18, 1998, effective as of January 1, 1998 (the "Effective Date"), as amended on December 2, 1998, between TIME WARNER INC., a Delaware corporation (the "Company"), and Timothy A....Employment Agreement • March 26th, 1999 • Time Warner Inc/ • Services-motion picture & video tape production • New York
