0000950144-09-003643 Sample Contracts

Performance Stock Units Agreement General Terms and Conditions
Stock Units Agreement • April 29th, 2009 • Time Warner Inc. • Services-motion picture & video tape production • New York

WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

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SECOND AMENDMENT AGREEMENT
Second Amendment Agreement • April 29th, 2009 • Time Warner Inc. • Services-motion picture & video tape production • New York

This Second Amendment Agreement (this “Agreement”) is entered into as of March 11, 2009, by and among Time Warner Inc. (“Time Warner”), Time Warner International Finance Limited (together with Time Warner, the “Borrowers”), Citibank, N.A., in its capacity as the Administrative Agent under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”), and the Lenders party hereto. Defined terms in the Credit Agreement referred to below have the same meanings where used herein, unless otherwise defined.

FIRST AMENDMENT AGREEMENT
First Amendment Agreement • April 29th, 2009 • Time Warner Inc. • Services-motion picture & video tape production • New York

This First Amendment Agreement (this “Agreement”) is entered into as of March 11, 2009, by and among Lehman Commercial Paper Inc., a debtor and debtor in possession under chapter 11 of the Bankruptcy Code (as defined below) (the “Exiting Lender”), the Lenders party hereto, Citibank, N.A., in its capacity as the Administrative Agent under the Credit Agreement referred to below, Time Warner Inc. (“Time Warner”) and Time Warner International Finance Limited (together with Time Warner, the “Borrowers”). Defined terms in the Credit Agreement referred to below have the same meanings where used herein, unless otherwise defined.

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