CERTIFICATE OF CORRECTION
OF THE
CERTIFICATE OF THE VOTING POWERS, DESIGNATIONS, PREFERENCES
AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
SPECIAL RIGHTS, AND QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS THEREOF, OF SERIES E CONVERTIBLE
PREFERRED STOCK
OF
TIME WARNER INC.
--------------------
Pursuant to Section 103(f) of the General Corporation Law
of the State of Delaware
---------------------
TIME WARNER INC. (the "Corporation"), a corporation organized
and existing by virtue of the General Corporation Law of the State of Delaware
(the "DGCL"), DOES HEREBY CERTIFY:
1. The Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating, Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions Thereof, of Series E Convertible
Preferred Stock of the Corporation (hereinafter, the "Certificate") was filed
pursuant to Section 151 of the DGCL with the Secretary of State of the State of
Delaware on October 10, 1996.
2
2. The Certificate incorrectly states certain dates in Section
2.1 thereof, which requires correction as permitted by Section 103(f) of the
DGCL.
3. Section 2.1 of the Certificate is hereby deleted and
corrected to read in its entirety as follows:
"2.1 The holders of the outstanding Series E Stock shall be
entitled to receive quarter-annual dividends, as and when declared by
the Board of Directors out of funds legally available therefor. Each
quarter-annual dividend shall be an amount per share equal to (i) in
the case of each Dividend Payment Date (as defined below) occurring on
or prior to January 4, 2001, the greater of (A) $.9375 per $100 of
Liquidation Value of Series E Stock (which is equivalent to $3.75 per
annum), and (B) an amount per $100 of Liquidation Value of Series E
Stock equal to the product of (1) the Conversion Rate and (2) the
aggregate per share amount of regularly scheduled dividends paid in
cash on the Common Stock during the period from but excluding the
immediately preceding Dividend Payment Date to and including such
Dividend Payment Date (the "Preferred Dividend Amount"), and (ii) in
the case of each Dividend Payment Date occurring thereafter, an amount
per share of Series E Stock equal to the product of (1) the Conversion
Rate and (2) the aggregate per share amount of regularly scheduled
dividends paid in cash on the Common Stock during the period from but
excluding the immediately preceding Dividend Payment Date to and
including such Dividend Payment Date. All dividends shall be payable in
cash on or about the first day of March, June, September and December
in each year, as fixed by the Board of Directors, or such other dates
as are fixed by the Board of Directors (provided that January 4, 2001,
shall be a Dividend Payment Date) (each a "Dividend Payment Date"), to
the holders of record of Series E Stock at the close of business on or
about the Trading Day next preceding such first day of March,
3
June, September and December (or January 4, 2001) as the case may be,
as fixed by the Board of Directors, or such other dates as are fixed by
the Board of Directors (each a "Record Date"). Subject to the next
sentence, in the case of dividends payable in respect of periods prior
to January 4, 2001, (i) such dividends shall accrue on each share on a
daily basis, whether or not there are unrestricted funds legally
available for the payment of such dividends and whether or not declared
and (ii) any such dividends that become payable for any partial
dividend period shall be computed on the basis of the actual days
elapsed in such period. Notwithstanding the preceding sentence, the
amount accruing and payable in respect of the first dividend on the
Series E Stock payable after the date of the Certificate shall equal
the Preferred Dividend Amount. From and after January 4, 2001,
dividends on the Series E Stock (determined as to amount as provided
herein) shall accrue to the extent, but only to the extent, that
regularly scheduled cash dividends are declared by the Board of
Directors on the Common Stock with a payment date after January 4, 2001
(or, in the case of Series E Stock originally issued after January 4,
2001, after the Dividend Payment Date next preceding such date of
original issuance). All dividends that accrue in accordance with the
foregoing provisions shall be cumulative from and after the day
immediately succeeding the date of issuance. The amount payable to each
holder of record on any Dividend Payment Date shall be rounded to the
nearest cent."
4
IN WITNESS WHEREOF, Time Warner Inc. has caused this
Certificate to be signed this 11th day of November, 1996.
TIME WARNER INC.,
by /s/ Thomas W. McEnerney
--------------------------
Name: Thomas W. McEnerney
Title: Vice President