0000950144-03-004903 Sample Contracts

between
Registration Rights Agreement • April 14th, 2003 • Aol Time Warner Inc • Services-motion picture & video tape production • New York
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Dated as of
Credit Agreement • April 14th, 2003 • Aol Time Warner Inc • Services-motion picture & video tape production • New York
FIRST AMENDMENT AOL TIME WARNER FIVE-YEAR CREDIT AGREEMENT DATED AS OF JULY 8, 2002
Credit Agreement • April 14th, 2003 • Aol Time Warner Inc • Services-motion picture & video tape production • New York
BY AND AMONG
Contribution Agreement • April 14th, 2003 • Aol Time Warner Inc • Services-motion picture & video tape production • New York
by and among
Distribution Agreement • April 14th, 2003 • Aol Time Warner Inc • Services-motion picture & video tape production • New York
AMONG
License Agreement • April 14th, 2003 • Aol Time Warner Inc • Services-motion picture & video tape production
Dated as of
Term Loan Agreement • April 14th, 2003 • Aol Time Warner Inc • Services-motion picture & video tape production • New York
by and among
Reimbursement Agreement • April 14th, 2003 • Aol Time Warner Inc • Services-motion picture & video tape production • New York
GUARANTEE
Aol Time Warner Inc • April 14th, 2003 • Services-motion picture & video tape production • New York
AMONG
Parent Agreement • April 14th, 2003 • Aol Time Warner Inc • Services-motion picture & video tape production • New York
EXHIBIT: 10.9
Tax Matters Agreement • April 14th, 2003 • Aol Time Warner Inc • Services-motion picture & video tape production • New York
BETWEEN
Brand License Agreement • April 14th, 2003 • Aol Time Warner Inc • Services-motion picture & video tape production
among
Partnership Interest Sale Agreement • April 14th, 2003 • Aol Time Warner Inc • Services-motion picture & video tape production • New York
AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENT
Restructuring Agreement • April 14th, 2003 • Aol Time Warner Inc • Services-motion picture & video tape production • New York

This AMENDMENT NO. 1 (this “Amendment”) to the RESTRUCTURING AGREEMENT (the “Restructuring Agreement”), dated as of August 20, 2002, by and among Time Warner Entertainment Company, L.P., a Delaware limited partnership (“TWE”), AT&T Corp., a New York corporation (“AT&T”), Comcast of Georgia, Inc., a Colorado corporation (formerly named MediaOne of Colorado, Inc., “Comcast of Georgia”), MOTH Holdings, Inc., a Delaware corporation (formerly named New MOTH Holdings, Inc., the “Company”) (as successor to MOTH Holdings, Inc., a Delaware corporation formerly named MediaOne TWE Holdings, Inc. (the “Company Predecessor”)), Comcast Holdings Corporation, a Pennsylvania corporation (formerly named Comcast Corporation, “Comcast Holdings”), Comcast Corporation, a Pennsylvania corporation (formerly named AT&T Comcast Corporation, “Comcast”), AOL Time Warner Inc., a Delaware corporation (“AOLTW”), TWI Cable Inc., a Delaware corporation (“TWIC”), Warner Communications Inc., a Delaware corporation (“Hol

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 14th, 2003 • Aol Time Warner Inc • Services-motion picture & video tape production • New York

This AMENDMENT NO. 1 (this “Amendment”) to the REGISTRATION RIGHTS AGREEMENT (the “Registration Rights Agreement”), dated as of August 20, 2002, by and between TWE Holdings II Trust, a Delaware statutory trust (together with its predecessor Delaware limited liability company, “Trust II”) (as assignee of Comcast of Georgia, Inc., a Colorado corporation (formerly named MediaOne of Colorado, Inc., “Comcast of Georgia”)) and AOL Time Warner Inc., a Delaware corporation (the “Issuer”), is made as of March 31, 2003, by and between the Issuer and Trust II. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Registration Rights Agreement.

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