Contract
Exhibit
4.27
THIRD
SUPPLEMENTAL INDENTURE, dated as of March 17, 1998, among XXXXXX 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.
| XXXXXX BROADCASTING SYSTEM, INC., | |||
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by:
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/s/ Xxxxxx XxXxxxxxx |
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| Name: Xxxxxx XxXxxxxxx | |||
| Title: Vice President | |||
| TIME WARNER COMPANIES, INC., | |||
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by:
|
/s/ Xxxxxx XxXxxxxxx |
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| Name: Xxxxxx XxXxxxxxx | |||
| Title: Vice President | |||
| TIME WARNER INC., | |||
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by:
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/s/ Xxxxxx XxXxxxxxx |
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| Name: Xxxxxx XxXxxxxxx | |||
| Title: Vice President | |||
| THE
CHASE MANHATTAN BANK, as Trustee, |
|||
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by:
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/s/ Xxxxxxx Xxxxxxxx |
|
| Name: Xxxxxxx Xxxxxxxx | |||
| Title: Senior Trust Officer | |||
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