Re: Separation AgreementSeparation Agreement • March 4th, 2009 • Time Warner Inc. • Services-motion picture & video tape production
Reference is hereby made to (i) the Separation Agreement, dated as of May 20, 2008 (the “Agreement”), among Time Warner Inc. (“TWX”), Time Warner Cable Inc. (“TWCable”), Time Warner Entertainment Company, L.P., TW NY Cable Holding Inc., Warner Communications Inc. (“WCI”), Historic TW Inc. and American Television and Communications Corporation and (ii) the Consent in Lieu of a Meeting of the Stockholders of TWCable, executed by WCI on February 10, 2009 (the “WCI Consent”), pursuant to which WCI, in its capacity as the holder of a majority of the voting power of the outstanding common stock of TWCable, authorized the Board of Directors of TWCable to effect, subject to the terms and conditions set forth therein, a reverse stock split (the “Reverse Stock Split”). Capitalized terms used herein and not otherwise defined shall have the meaning given to them in the Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • March 4th, 2009 • Time Warner Inc. • Services-motion picture & video tape production
This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
DEPOSIT AND DISTRIBUTION AGREEMENT Among TIME WARNER INC., COMPUTERSHARE INC., COMPUTERSHARE TRUST COMPANY, N.A., and TIME WARNER CABLE INC. Dated as of February 25, 2009Deposit and Distribution Agreement • March 4th, 2009 • Time Warner Inc. • Services-motion picture & video tape production • Delaware
This Deposit and Distribution Agreement (this “Agreement”) is entered into as of this 25th day of February, 2009, between Time Warner Inc., a Delaware corporation (“TWX”), Computershare Inc., a Delaware corporation (“Computershare”), Computershare Trust Company, N.A., a national banking association (together with Computershare, the “Depository”), and Time Warner Cable Inc., a Delaware corporation (“TWCable”). Unless otherwise provided herein, capitalized terms used herein shall have the meaning ascribed to such terms in Section 1 hereof.
