FIRST SUPPLEMENTAL INDENTURE
Exhibit
4.25
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.
| XXXXXX BROADCASTING SYSTEM, INC. | |||
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By:
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/s/ | |
| Name: | |||
| Title: | |||
| TW INC., as Guarantor | |||
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By:
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/s/ | |
| Name: | |||
| Title: | |||
| THE CHASE MANHATTAN BANK, Trustee | |||
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By:
|
/s/ | |
| Name: | |||
| Title: | |||
