Contract
Exhibit 99.2
EXECUTION COPY
EIGHTH SUPPLEMENTAL INDENTURE (this “Eighth Supplemental
Indenture”) dated as of February 23, 2009, among TIME WARNER COMPANIES,
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”),
HISTORIC TW INC. (formerly known as TW Inc.), a Delaware corporation
(“HTW”), XXXXXX BROADCASTING SYSTEM, INC., a Georgia corporation
(“TBS”), 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)), 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 (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 and the Trustee (the
“First Supplemental Indenture”), the Second Supplemental Indenture, dated as of October 10,
1996, among the Company, HTW and the Trustee (the “Second Supplemental Indenture”), the
Third Supplemental Indenture, dated as of December 31, 1996, among the Company, HTW and the Trustee
(the “Third Supplemental Indenture”), the Fourth Supplemental Indenture, dated as of
December 17, 1997, among the Company, HTW, TBS and the Trustee (the “Fourth Supplemental
Indenture”), the Fifth Supplemental Indenture, dated as of January 12, 1998, among the Company,
HTW, TBS and the Trustee (the “Fifth Supplemental Indenture”), the Sixth Supplemental
Indenture, dated as of March 17, 1998, among the Company, HTW, TBS and the Trustee (the “Sixth
Supplemental Indenture”) and the Seventh Supplemental Indenture, dated as of January 11, 2001,
among the Company, HTW, TWX, AOL, TBS and the Trustee (the “Seventh 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, pursuant to a Certificate of Ownership and Merger to be filed with the Secretary of
State of the State of Delaware (the “Certificate of Merger”), the Company will merge with
and into HTW (the “Merger”), with HTW being the surviving corporation;
WHEREAS HTW has, by way of the Second Supplemental Indenture, unconditionally and irrevocably
guaranteed the obligations of the Company under the Indenture (the “HTW Guarantee”) and, by
way of the Third Supplemental Indenture, extended to the Holders of Securities certain rights and
privileges in connection with the HTW Guarantee;
WHEREAS TBS has, by way of the Fourth Supplemental Indenture, unconditionally and irrevocably
guaranteed the obligations of the Company under the Indenture
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(the “TBS Guarantee”) and has 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 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 Seventh Supplemental Indenture, unconditionally and irrevocably
guaranteed the obligations of (a) AOL under the AOL Guarantee and (b) HTW under the HTW Guarantee
(including in each case obligations to the Trustee) (the “TWX Guarantee”) and extended to
the Holders of Securities certain rights and privileges in connection with the TWX Guarantee;
WHEREAS Section 801(1) of the Indenture provides that in the case of a merger, the corporation
into which the Company is merged shall expressly assume by supplemental indenture the due and
punctual payment of the principal of (and premium, if any) and interest on all of the Securities
and the performance of every covenant of the Indenture on the part of the Company to be performed
or observed;
WHEREAS, pursuant to Section 802 of the Indenture, upon completion of the Merger and the
execution and delivery of this Supplemental Indenture, HTW shall succeed to, and be substituted
for, and may exercise every right and power of the Company under the Indenture as if HTW had been
named as the Company in the Indenture, and the Company shall be discharged from all liability under
the Indenture and in respect of any Securities;
WHEREAS Section 901(1) 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 evidencing the succession of another corporation to the Company, and
the assumption by any such successor of the covenants of the Company contained in the Indenture and
in the Securities;
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, by operation of Section 802 of the Indenture, the TBS Guarantee of the obligations of
the Company shall become a guarantee of the obligations of HTW, as the successor to the Company;
WHEREAS AOL desires to affirm that the AOL Guarantee shall constitute a guarantee of the
obligations of HTW, as the successor corporation to the Company, in respect of the Securities;
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WHEREAS TWX desires to affirm that the TWX Guarantee shall constitute a guarantee of the
obligations of HTW, as the successor corporation to the Company, in respect of the Securities; and
WHEREAS the Company, HTW, TWX, AOL and TBS have requested that the Trustee execute and deliver
this Eighth Supplemental Indenture and all requirements necessary to make this Eighth Supplemental
Indenture a valid instrument in accordance with its terms, to make the assumption of the
obligations of the Company under the Indenture a valid act of HTW and the execution and delivery of
this Eighth Supplemental Indenture have been duly authorized in all respects.
NOW, THEREFORE, the Company, HTW, TWX, AOL, TBS and the Trustee hereby agree that the
following Sections of this Eighth Supplemental Indenture supplement the Indenture with respect to
Securities issued thereunder:
SECTION 1. Definitions. “Effective Time” shall mean the time when the Merger shall
become effective, which shall be when the Certificate of Merger has been duly filed with the
Secretary of State of the State of Delaware or such later time as shall be specified by the Company
and HTW in the Certificate of Merger. All other capitalized terms used herein and not defined
herein have the meanings ascribed to such terms in the Indenture.
SECTION 2. Assumption by HTW. As of the Effective Time, HTW, as the surviving entity
of the Merger with the Company, hereby assumes the due and punctual payment of the principal of
(and premium, if any) and interest on the Securities and the performance of every covenant of the
Indenture (as supplemented from time to time) on the part of the Company to be performed or
observed. As of the Effective Time, HTW is hereby substituted for, and may exercise every right
and power of, the Company under the Indenture with the same effect as if HTW had been named as the
Company in the Indenture.
SECTION 3. The AOL Guarantee. AOL hereby affirms that, as of the Effective Time and
as a result of the Merger, the succession of HTW to the Company and the guarantee by AOL of the
obligations of HTW under the HTW Guarantee, AOL unconditionally and irrevocably guarantees to each
holder of the Securities and to the Trustee and its assigns, 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 will extend to the holders of the Securities certain rights and privileges in
connection therewith. AOL hereby affirms that all other terms and conditions of the AOL Guarantee
shall remain in full force and effect.
SECTION 4. The TWX Guarantee. TWX hereby affirms that, as of the Effective Time and
as a result of the Merger and the succession of HTW to the Company and the guarantee by TWX of the
obligations of HTW under the HTW Guarantee, TWX unconditionally and irrevocably guarantees to each
holder of the Securities and to the Trustee and its assigns, the full and punctual payment of
principal of and interest on the Securities when due, whether at
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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 will extend to the holders of the Securities
certain rights and privileges in connection therewith. TWX hereby affirms that all other terms and
conditions of the TWX Guarantee shall remain in full force and effect.
SECTION 5. Effectiveness. In the event that the Effective Time shall not occur on or
prior to December 31, 2009, this Supplemental Indenture shall not become operative and shall be
null and void.
SECTION 6. This Eighth Supplemental Indenture. This Eighth 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 EIGHTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. Counterparts. This Eighth 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 Eighth 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, HTW, 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 Eighth Supplemental Indenture.
SECTION 11. Separability. In case any one or more of the provisions contained in this
Eighth 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 Eighth Supplemental Indenture or of the Securities, but this
Eighth Supplemental Indenture and the Securities shall be construed as if such invalid or illegal
or unenforceable provision had never been contained herein or therein.
IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be
duly executed by their respective authorized officers as of the date first written above.
TIME WARNER COMPANIES, INC. |
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By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President and Treasurer | |||
HISTORIC TW INC. |
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By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President and Treasurer | |||
TIME WARNER INC. |
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By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President and Treasurer | |||
AOL LLC |
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By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Vice President and Assistant Treasurer | |||
[Signature Page to Eighth Supplemental Indenture]
XXXXXX BROADCASTING SYSTEM, INC. |
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By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President and Assistant Treasurer | |||
THE BANK OF NEW YORK MELLON, as Trustee |
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By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Assistant Treasurer | |||
[Signature Page to Eighth Supplemental Indenture]