Contract
Exhibit
99.1
FIRST
SUPPLEMENTAL INDENTURE (this “First Supplemental
Indenture”) dated as of April 16, 2009, among TIME WARNER INC. (formerly
known as AOL Time Warner Inc.), a Delaware corporation (the “Company”), HISTORIC
TW INC. (formerly known as Time Warner Inc.), a Delaware corporation (“HTW”), AOL LLC
(formerly known as America Online, Inc.), a Delaware limited liability company
(“AOL”), XXXXXX
BROADCASTING SYSTEM, INC., a Georgia corporation (“TBS”), and THE BANK
OF NEW YORK MELLON (formerly known as The Bank of New York, as successor trustee
to The Chase Manhattan Bank), a New York banking corporation, as trustee (the
“Trustee”).
W I T N E
S S E T H
WHEREAS the Company, HTW (in its own
capacity and as successor to Time Warner Companies, Inc. (“TWCI”)), AOL and TBS
have executed and delivered to the Trustee an Indenture dated as of April 19,
2001 (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 HTW has, by way of the
Indenture, unconditionally and irrevocably guaranteed the obligations of the
Company under the Indenture (the “Initial HTW
Guarantee”) and extended to the Holders of Securities certain rights and
privileges in connection with the Initial HTW Guarantee;
WHEREAS AOL has, by way of the
Indenture, unconditionally and irrevocably guaranteed the obligations of the
Company under the Indenture (the “AOL Guarantee”) and
extended to the Holders of Securities certain rights and privileges in
connection with the AOL Guarantee;
WHEREAS TWCI had, by way of the
Indenture, unconditionally and irrevocably guaranteed the obligations of HTW
under the Initial HTW Guarantee (the “TWCI Guarantee”) and
extended to the Holders of Securities certain rights and privileges in
connection with the TWCI Guarantee;
WHEREAS, pursuant to a certificate of
ownership and merger filed with the Secretary of State of the State of Delaware,
TWCI merged with and into HTW on February 24, 2009, with HTW being the surviving
corporation, and HTW, by operation of Sections 8.01 and 8.02 of the
Indenture, assumed all the guarantee obligations of TWCI under the TWCI
Guarantee (such assumed TWCI Guarantee, together with the Initial HTW Guarantee,
the “HTW
Guarantees”);
WHEREAS TBS has, by way of the
Indenture, unconditionally and irrevocably guaranteed the obligations of HTW
under the Initial HTW Guarantee (the “TBS Guarantee”) and
extended to the Holders of Securities certain rights and privileges in
connection with the TBS Guarantee;
WHEREAS Sections 8.01 and 8.02 of the
Indenture provide that AOL is, by virtue of the AOL Guarantee, restricted under
the Indenture from conveying or transferring its properties and assets
substantially as an entirety, except under certain limited
circumstances;
WHEREAS the Company has solicited
consents from the Holders of Securities (the “Solicitation”) for
the purpose of adopting certain proposed amendments to the Indenture which
provide that the provisions of Sections 8.01 and 8.02 shall not apply to a
conveyance or transfer by AOL of its properties and assets substantially as an
entirety unless such conveyance or transfer constitutes a conveyance or transfer
of the properties and assets of the Company, AOL, HTW and TBS and their
respective subsidiaries, taken as a whole, substantially as an entirety (the
“Proposed
Amendments”);
WHEREAS Section 9.02 of the Indenture
permits the Company, when authorized by a resolution of the Board of Directors
of the Company, and with the consent of the Holders of not less than a majority
of the outstanding principal amount of all series of Securities issued under the
Indenture voting together as a single class, to enter into one or more
indentures supplemental to the Indenture, in form satisfactory to the Trustee,
for the purpose of modifying in any manner the rights of the Holders of the
Securities;
WHEREAS the Company has obtained and
delivered to the Trustee evidence of the requisite consents of Holders of the
Securities to effect the Proposed Amendments under the Indenture;
WHEREAS, pursuant to the adoption of
the Proposed Amendments, the Company has agreed that, in connection with (and
only in connection with), the conveyance or transfer by AOL of its properties
and assets substantially as an entirety, the Company shall cause its wholly
owned subsidiary, Home Box Office, Inc., a Delaware corporation (“HBO”), to issue an
unconditional and irrevocable guarantee of all the monetary obligations of HTW
under the HTW Guarantees (including obligations to the Trustee thereunder) and
of the full and punctual performance within applicable grace periods of all
other obligations of HTW under the HTW Guarantees (the “HBO
Guarantee”);
WHEREAS Section 9.01(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 the Company, HTW, AOL and TBS
have duly authorized the execution and delivery of this First Supplemental
Indenture, subject to the terms and conditions described herein;
and
WHEREAS the Company, HTW, AOL and TBS
have requested that the Trustee execute and deliver this First Supplemental
Indenture, and all requirements necessary to make this First Supplemental
Indenture a valid instrument in accordance with its terms and to give effect to
the Proposed Amendments and the execution and delivery of this First
Supplemental Indenture have been duly authorized in all respects.
2
NOW, THEREFORE, the Company, HTW, AOL,
TBS and the Trustee hereby agree that the following Sections of this First
Supplemental Indenture supplement the Indenture with respect to Securities
issued thereunder:
SECTION 1. Definitions. (a)
Unless otherwise provided herein, the capitalized terms used and not defined
herein have the meanings ascribed to such terms in the Indenture.
(b) Section 1.01 of the Indenture is
hereby supplemented to add the following definitions:
““AOL” means AOL LLC
(formerly known as America Online, Inc.), a Delaware limited liability company,
formerly defined as “America Online” under the Indenture. All references to
“America Online” under the Indenture are deemed to be references to
AOL.”
““HBO” means Home Box
Office, Inc., a Delaware corporation.”
““HTW” means Historic
TW Inc. (formerly known as Time Warner Inc.), a Delaware corporation, formerly
defined as “Time Warner” under the Indenture. All references to “Time Warner” in
the Indenture are deemed to be references to HTW.”
SECTION 2. Amendment to Article
Eight. Article Eight of the Indenture is hereby supplemented
and amended by adding thereto at the end thereof, the following Section
8.03:
“SECTION 8.03. Certain AOL Conveyances or
Transfers. Notwithstanding the foregoing, subject to the prior
or concurrent issuance of the HBO Guarantee as set forth elsewhere herein, the
provisions of Sections 8.01 and 8.02 shall not apply to a conveyance or transfer
by AOL of its properties and assets substantially as an entirety unless such
conveyance or transfer constitutes a conveyance or transfer of the properties
and assets of the Company, HTW, AOL and TBS and their respective Subsidiaries,
taken as a whole, substantially as an entirety.”
SECTION 3. HBO
Guarantee. The Company hereby undertakes that, in connection
with (and only in connection with), the conveyance or transfer by AOL of its
properties and assets substantially as an entirety, the Company shall cause HBO
to issue an unconditional and irrevocable guarantee of all the monetary
obligations of HTW under the HTW Guarantees (including obligations to the
Trustee thereunder) and of the full and punctual performance within applicable
grace periods of all other obligations of HTW under the HTW Guarantees pursuant
to a supplemental indenture to be executed by the parties thereto prior to, or
concurrently with, the conveyance or transfer by AOL of its properties and
assets substantially as an entirety, which supplemental indenture shall be
substantially in the form set forth in Annex A to this First
Supplemental Indenture, with such technical modifications as are satisfactory to
the Trustee.
SECTION 4. This First Supplemental
Indenture. This First 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.
3
SECTION 5. GOVERNING
LAW. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. This
First 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 7. Headings. The
headings of this First Supplemental Indenture are for reference only and shall
not limit or otherwise affect the meaning hereof.
SECTION 8. Trustee Not Responsible for
Recitals. The recitals herein contained are made by the
Company, HTW, 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 First Supplemental Indenture.
SECTION 9. Separability. In
case any one or more of the provisions contained in this First 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 First
Supplemental Indenture or of the Securities, but this First Supplemental
Indenture and the Securities shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.
[Remainder
of Page Intentionally Left Blank]
4
IN
WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed by their respective authorized officers as of the
date first written above.
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By:
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/s/ Xxxxxx X. Xxxxxxxx |
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Name:
Xxxxxx X. Xxxxxxxx
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Title:
Senior Vice President and Treasurer
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HISTORIC
TW INC.
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By:
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/s/ Xxxxxx X. Xxxxxxxx |
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Name:
Xxxxxx X. Xxxxxxxx
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Title:
Senior Vice President and
Treasurer
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AOL
LLC
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By:
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/s/ Xxxxxx X. Xxxxxxxx |
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Name:
Xxxxxx X. Xxxxxxxx
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Title:
Vice President and Assistant
Treasurer
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XXXXXX
BROADCASTING SYSTEM, INC.
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By:
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/s/ Xxxxxx X. Xxxxxxxx |
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Name:
Xxxxxx X. Xxxxxxxx
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Title:
Senior Vice President and Assistant
Treasurer
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THE
BANK OF NEW YORK MELLON,
as Trustee |
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By:
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/s/ Xxxxxxx X. Xxxxx |
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Name:
Xxxxxxx X. Xxxxx
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Title:
Assistant Treasurer
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5
Annex A
______ SUPPLEMENTAL INDENTURE (this
“
Supplemental Indenture”) dated as of _________, 20__, among
TIME WARNER INC., a Delaware corporation (the “Company”), HISTORIC
TW INC., a Delaware corporation (“HTW”), AOL LLC, a
Delaware limited liability company (“AOL”), XXXXXX
BROADCASTING SYSTEM, INC., a Georgia corporation (“TBS”), HOME BOX
OFFICE, INC., a Delaware corporation (“HBO”), and THE BANK OF NEW YORK MELLON
(formerly known as The Bank of New York, as successor trustee to The Chase
Manhattan Bank), a New York banking corporation, as trustee (the “Trustee”).
W I T N E
S S E T H
WHEREAS the Company, HTW (in its own
capacity and as successor to Time Warner Companies, Inc. (“TWCI”)), AOL and TBS
have executed and delivered to the Trustee an Indenture dated as of April 19,
2001 (the “Original
Indenture”), as amended by way of the First Supplemental Indenture, dated
as of April 16, 2009, among the Company, HTW, AOL, TBS and the Trustee (the
“First Supplemental
Indenture”) [DESCRIBE ADDITIONAL SUPPLEMENTAL INDENTURES (IF ANY)] (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 HTW has, by way of the Original
Indenture, unconditionally and irrevocably guaranteed the obligations of the
Company under the Indenture (the “Initial HTW
Guarantee”) and extended to the Holders of Securities certain rights and
privileges in connection with the Initial HTW Guarantee;
WHEREAS AOL has, by way of the Original
Indenture, unconditionally and irrevocably guaranteed the obligations of the
Company under the Indenture (the “AOL Guarantee”) and
extended to the Holders of Securities certain rights and privileges in
connection with the AOL Guarantee;
WHEREAS TWCI had, by way of the
Original Indenture, unconditionally and irrevocably guaranteed the obligations
of HTW under the Initial HTW Guarantee (the “TWCI Guarantee”) and
extended to the Holders of Securities certain rights and privileges in
connection with the TWCI Guarantee;
WHEREAS, pursuant to a certificate of
ownership and merger filed with the Secretary of State of the State of Delaware,
TWCI merged with and into HTW on February 24, 2009, with HTW being the surviving
corporation, and HTW, by operation of Sections 8.01 and 8.02 of the
Indenture, assumed all the guarantee obligations of TWCI under the TWCI
Guarantee (such assumed TWCI Guarantee together with the Initial HTW Guarantee,
the “HTW
Guarantees”);
WHEREAS TBS has, by way of the Original
Indenture, unconditionally and irrevocably guaranteed the obligations of HTW
under the Initial HTW Guarantee (the “TBS Guarantee”) and
extended to the Holders of Securities certain rights and privileges in
connection with the TBS Guarantee;
WHEREAS Section 8.03 of the Indenture
provides that Sections 8.01 and 8.02 shall not apply to a conveyance or transfer
by AOL of its properties and assets substantially as an entirety unless such
conveyance or transfer constitutes a conveyance or transfer of the properties
and assets of the Company, HTW, AOL and TBS and their respective Subsidiaries,
taken as a whole, substantially as an entirety;
WHEREAS the Company has, by way of
Section 3 of the First Supplemental Indenture, agreed that, in connection with
(and only in connection with), the conveyance or transfer by AOL of its
properties and assets substantially as an entirety, the Company shall cause HBO,
its wholly owned subsidiary, to issue an unconditional and irrevocable guarantee
of all the monetary obligations of HTW under the HTW Guarantees (including
obligations to the Trustee thereunder) and of the full and punctual performance
within applicable grace periods of all other obligations of HTW under the HTW
Guarantees (the “HBO
Guarantee”);
WHEREAS AOL has conveyed or
transferred, or intends to convey or transfer, its properties and assets
substantially as an entirety;
WHEREAS HBO desires to issue the HBO
Guarantee, subject to the terms and conditions set forth in this ______
Supplemental Indenture;
WHEREAS Section 9.01(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 Section 9.01(7) 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 additional Events of
Default in respect of the Securities;
WHEREAS the Company, HTW, AOL, TBS and
HBO have duly authorized the execution and delivery of this ______ Supplemental
Indenture, subject to the terms and conditions described herein;
and
WHEREAS the Company, HTW, AOL, TBS and
HBO have requested that the Trustee execute and deliver this ______ Supplemental
Indenture, and all requirements necessary to make this ______ Supplemental
Indenture a valid instrument in accordance with its terms and to make the HBO
Guarantee a valid obligation of HBO, and the execution and delivery of this
______ Supplemental Indenture, have been duly authorized in all
respects.
2
NOW, THEREFORE, the Company, HTW, AOL,
TBS, HBO and the Trustee hereby agree that this ______ Supplemental Indenture
supplements the Indenture with respect to Securities issued
thereunder:
SECTION 1. Definitions. (a)
Unless otherwise provided herein, the capitalized terms used and not defined
herein have the meanings ascribed to such terms in the Indenture.
(b) The definition of “Guarantee” under
Section 1.01 of the Indenture is hereby supplemented and amended to read in its
entirety as follows:
““Guarantee”
means the guarantees specified in Section 13.01(a) and (b) of this Indenture and
the HBO Guarantee set forth in Section 2 of the ______ Supplemental
Indenture.”
(c) The definition of “Guarantors”
under Section 1.01 of the Indenture is hereby supplemented and amended to read
in its entirety as follows:
““Guarantors”
means AOL, HTW (including in its capacity as successor to TWC), TBS and
HBO.”
SECTION 2. The HBO
Guarantee. (a) HBO fully, irrevocably and unconditionally
guarantees, to each Holder of Securities (including each Holder of Securities
issued under the Indenture after the date of this ______ Supplemental Indenture)
and to the Trustee and its successors and assigns (i) the full and punctual
payment of all monetary obligations of HTW under the HTW Guarantees (including
obligations to the Trustee) and (ii) the full and punctual performance
within applicable grace periods of all other obligations of HTW under the HTW
Guarantees. HBO further agrees that its obligations hereunder shall
be unconditional irrespective of the absence or existence of any action to
enforce the same, the recovery of any judgment against the Company or any other
Guarantor (except to the extent such judgment is paid) or any waiver or
amendment of the provisions of the Indenture or the Securities to the extent
that any such action or any similar action would otherwise constitute a legal or
equitable discharge or defense of a guarantor (except that such waiver or
amendment shall be effective in accordance with its terms).
(b) HBO further agrees that the HBO
Guarantee constitutes a guarantee of payment, performance and compliance and not
merely of collection.
(c) HBO further agrees to waive
presentment to, demand of payment from and protest to the Company or any other
Person, and also waives diligence, notice of acceptance of the HBO Guarantee,
presentment, demand for payment, notice of protest for nonpayment, the filing of
claims with a court in the event of merger or bankruptcy of the Company or any
other Person and any right to require a proceeding first against the Company or
any other Person. The obligations of HBO shall not be affected by any
failure or policy on the part of the Trustee to exercise any right or remedy
under the Indenture or the Securities of any series.
(d) The obligation of HBO to make any
payment under the HBO Guarantee may be satisfied by causing the Company or any
other Person to make such payment. If any Holder of any Security or
the Trustee is required by any court or otherwise to return to the Company or
any Guarantor, or any custodian, trustee, liquidator or other similar official
acting in relation to any of the Company or any Guarantor, any amount paid by
any of the foregoing to the Trustee or such Holder, the HBO Guarantee, to the
extent theretofore discharged, shall be reinstated in full force and
effect.
3
(e) HBO also agrees to pay any and all
reasonable 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 HBO Guarantee.
(f) Any term or provision of this
______ Supplemental Indenture to the contrary notwithstanding, the maximum
aggregate amount of the HBO Guarantee shall not exceed the maximum amount that
can be hereby guaranteed without rendering this ______ Supplemental Indenture,
as it relates to HBO, voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer or similar laws affecting the rights of
creditors generally.
SECTION 3. Amendment to Defeasance upon
Deposit of Funds or Government Obligations. Section 4.03
of the Indenture is hereby supplemented and amended by adding the following
sentence after the sentence following clause (5) and before the definition
of “Discharged”:
“If the
Company, at its option, with respect to a series of Securities, satisfies the
applicable conditions pursuant to either clause (a) or (b) of the first
sentence of this Section, then (x), in the event the Company satisfies the
conditions to clause (a) and elects clause (a) to be applicable, HBO
shall be deemed to have paid and discharged the entire indebtedness represented
by, and obligations under, its guarantee of the Securities of such series and to
have satisfied all the obligations under this Indenture relating to the
Securities of such series and (y) in either case, HBO shall cease to be
under any obligation to comply with any term, provision or condition set forth
in Article Eight (and any other covenants applicable to such Securities
that are determined pursuant to Section 3.01 to be subject to this
provision), and clause (4) of Section 5.01 (and any other Events of
Default applicable to such series of Securities that are determined pursuant to
Section 3.01 to be subject to this provision) shall be deemed not to be an
Event of Default with respect to such series of Securities at any time
thereafter.”
SECTION 4. Additional Events of
Default. Clause (4) of Section 5.01 of the Indenture is hereby
supplemented and amended to read in its entirety as follows:
“(4)
default in the performance, or breach, of any covenant or warranty of the
Company, AOL, HTW, TBS or HBO in this Indenture in respect of the Securities of
such series (other than a covenant or warranty in respect of the Securities of
such series a default in the performance of which or the breach of which is
elsewhere in this Section specifically dealt with), all of such covenants and
warranties in the Indenture which are not expressly stated to be for the benefit
of a particular series of Securities being deemed in respect of the Securities
of all series for this purpose, and continuance of such default or breach for a
period of 90 days after there has been given, by registered or certified mail,
to the Company (or, if applicable, AOL, HTW, TBS or HBO) by the Trustee or to
the Company (or, if applicable, AOL, HTW, TBS or HBO) and the Trustee by the
Holders of at least 25% in aggregate principal amount of the Outstanding
Securities of such series, a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice is a “Notice of
Default” hereunder; or”
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SECTION 5. Amendment to Article
Eight. The introductory clause of Section 8.01 of the
Indenture is hereby supplemented and amended to read in its entirety as
follows:
“SECTION
8.01. Consolidation, Merger, Conveyance
or Transfer on Certain Terms. None of the Company, AOL, HTW, TBS or HBO
shall consolidate with or merge into any other Person or convey or transfer its
properties and assets substantially as an entirety to any Person,
unless:”
SECTION 6. Supplemental
Indentures. Clause (5) of Section 9.02 of the Indenture is hereby
supplemented and amended to read in its entirety as follows:
“(5)
amend or modify Section 13.01 of this Indenture or the terms of the HBO
Guarantee set forth in Section 2 of the ______ Supplemental Indenture in any
manner adverse to the rights of the Holders of the Outstanding Securities of any
series.”
SECTION 7. This ______ Supplemental
Indenture. This ______ 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 8. GOVERNING
LAW. THIS ______ SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 9. Counterparts. This
______ 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 10. Headings. The
headings of this ______ Supplemental Indenture are for reference only and shall
not limit or otherwise affect the meaning hereof.
SECTION 11. Trustee Not Responsible for
Recitals. The recitals herein contained are made by the
Company, HTW, AOL, HBO 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 ______ Supplemental Indenture.
SECTION 12. Separability. In
case any one or more of the provisions contained in this ______ 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 ______
Supplemental Indenture or of the Securities, but this ______ Supplemental
Indenture and the Securities shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.
5
IN
WITNESS WHEREOF, the parties hereto have caused this ______ Supplemental
Indenture to be duly executed by their respective authorized officers as of the
date first written above.
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By:
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Name:
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Title:
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HISTORIC
TW INC.
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By:
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Name:
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Title:
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HOME
BOX OFFICE, INC.
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By:
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Name:
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Title:
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AOL
LLC
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By:
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Name:
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Title:
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XXXXXX
BROADCASTING SYSTEM, INC.
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By:
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Name:
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Title:
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6
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THE
BANK OF NEW YORK MELLON,
as
Trustee
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By:
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Name:
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Title:
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7
