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TIME WARNER INC.,
TIME WARNER ENTERTAINMENT COMPANY, L.P.
AND THE TW PARTNERS SIGNATORY HERETO
TO
THE BANK OF NEW YORK,
TRUSTEE
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SEVENTH SUPPLEMENTAL INDENTURE
DATED AS OF DECEMBER 29, 1997
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SEVENTH SUPPLEMENTAL INDENTURE dated as of December 29, 1997
among TIME WARNER INC., a corporation duly organized and existing under the laws
of the State of Delaware ("Time Warner"), TIME WARNER ENTERTAINMENT COMPANY,
L.P., a Delaware limited partnership ("TWE"), each of the other Persons
signatories hereto (the "TW Partners") and THE BANK OF NEW YORK, a banking
corporation duly organized and existing under the laws of New York, Trustee (the
"Trustee").
RECITALS
Time Warner, TWE, the TW Partners and the Trustee have executed
and delivered an Indenture dated as of April 30, 1992, as amended by a First
Supplemental Indenture dated as of June 30, 1992, a Second Supplemental
Indenture dated as of December 9, 1992, a Third Supplemental Indenture dated as
of October 12, 1993, a Fourth Supplemental Indenture dated as of March 29, 1994,
a Fifth Supplemental Indenture dated as of December 28, 1994, and a Sixth
Supplemental Indenture dated as of September 29, 1997 (the "Indenture"),
providing for, among other things, (i) the issuance from time to time of
unsecured debentures, notes or other evidences of indebtedness (the
"Securities"), to be issued in one or more series as provided in the Indenture
and (ii) the guaranties of the Securities by the TW Partners (the "TW Partner
Guaranties").
Time Warner, TWE and each of the TW Partners have duly authorized
the execution and delivery of this Seventh Supplemental Indenture to provide for
the assumption of the obligations of Warner Cable Communications Inc. ("WCCI")
under its TW Partner Guaranty by Warner Communications Inc. ("WCI") upon
consummation of the merger of WCCI with and into WCI.
This Seventh Supplemental Indenture is being executed pursuant to
and in accordance with Section 901 of the Indenture.
All things necessary to make this Seventh Supplemental Indenture
a valid and binding agreement of Time Warner, TWE and the TW Partners have been
done.
NOW, THEREFORE, WITNESSETH:
For and in consideration of the premises and other good and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, it is mutually agreed, for the equal and proportionate benefit of
all Holders of the Securities, as follows:
ARTICLE ONE
INCORPORATION OF PREVIOUS DOCUMENTS
SECTION 101. INCORPORATION OF PREVIOUS DOCUMENTS.
This Seventh Supplemental Indenture is a supplemental indenture
within the meaning of the Indenture and shall be read together and shall have
the same effect as though all the provisions thereof and hereof were contained
in one instrument. Unless otherwise expressly provided, the provisions of the
Indenture are incorporated herein by reference.
SECTION 102. DEFINITIONS.
Unless otherwise provided herein, the terms used herein shall
have the meanings ascribed to such terms in the Indenture.
2
SECTION 103. GOVERNING LAW.
This Seventh Supplemental Indenture, the Indenture and the
Securities shall be governed by and construed in accordance with the laws of the
State of New York.
ARTICLE TWO
AMENDMENTS TO EXHIBIT A TO THE FIRST SUPPLEMENTAL INDENTURE
Upon consummation of the merger of WCCI with and into WCI, WCI
shall assume all of WCCI's obligations under its TW Partner Guaranty. After
giving effect to the foregoing, Exhibit A to the First Supplemental Indenture
shall be amended and restated in its entirety as set forth on Exhibit A hereto.
This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Seventh
Supplemental Indenture to be duly executed by their respective officers or
agents, and their respective seals to be hereunto affixed and attested, all as
of the day and year first above written.
[Corporate Seal] TIME WARNER INC.
Attest:
/s/ Susan A. Waxenberg By: /s/ Thomas W. McEnerney
- ---------------------------------- ------------------------------------
Assistant Secretary Name: Thomas W. McEnerney
Title: Vice President
[Seal] TIME WARNER ENTERTAINMENT
Attest: COMPANY, L.P.
/s/ Susan A. Waxenberg By: /s/ Thomas W. McEnerney
- ---------------------------------- -------------------------------------
Assistant Secretary Name: Thomas W. McEnerney
Title: Vice President
3
TW Partners
[Corporate Seal] -----------
Attest: American Television and Communications
Corporation
Warner Cable Communications Inc.
Warner Communications Inc.
/s/ Susan A. Waxenberg By: /s/ Thomas W. McEnerney
- ---------------------------------- -------------------------------------
Assistant Secretary Name: Thomas W. McEnerney
Title: Vice President
[Corporate Seal] THE BANK OF NEW YORK, Trustee
Attest:
- ---------------------------------- -------------------------------------
Assistant Secretary Name:
Title:
3
TW Partners
[Corporate Seal] -----------
Attest: American Television and Communications
Corporation
Warner Cable Communications Inc.
Warner Communications Inc.
By:
- ---------------------------------- -------------------------------------
Assistant Secretary Name: Thomas W. McEnerney
Title: Vice President
[Corporate Seal] THE BANK OF NEW YORK, Trustee
Attest:
/s/ Barbara Kaczman By: /s/ Remo J. Reale
- ---------------------------------- -------------------------------------
Assistant Treasurer Name: Remo J. Reale
Title: Assistant Vice President
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 24th day of December, 1997, before me personally came
Thomas W. McEnerney, to me known, who, being by me duly sworn, did depose and
say that he is a Vice President of TIME WARNER INC., one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
/s/ Elisa N. Sheridan
_________________________________________
ELISA N. SHERIDAN
Notary Public, State of New York
No. 31-4850509
Qualified in New York County
Commission Expires Feb. 17, 1998
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 24th day of December, 1997, before me personally came
Thomas W. McEnerney, to me known, who, being by me duly sworn, did depose and
say that he is a Vice President of TIME WARNER ENTERTAINMENT COMPANY, L.P., the
Delaware limited partnership described in and which executed the foregoing
instrument; that he knows the seal of said limited partnership; that the seal
affixed to said instrument is such seal; that it was so affixed by authority of
the Board of Representatives or the Managing General Partners of said limited
partnership, and that he signed his name thereto by like authority.
/s/ Elisa N. Sheridan
_________________________________________
ELISA N. SHERIDAN
Notary Public, State of New York
No. 31-4850509
Qualified in New York County
Commission Expires Feb. 17, 1998
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 24th day of December, 1997, before me personally came
Thomas W. McEnerney, to me known, who, being by me duly sworn, did depose and
say that he is a Vice President of American Television and Communications
Corporation, Warner Cable Communications Inc. and Warner Communications Inc.,
some of the entities described in and which executed the foregoing instrument;
that he knows the seal of said entities; that the seals affixed to said
instrument are such entities' seals; that they were so affixed by authority of
the appropriate Board of Directors or similar governing body of said entities;
and that he signed his name thereto by like authority.
/s/ Elisa N. Sheridan
_________________________________________
ELISA N. SHERIDAN
Notary Public, State of New York
No. 31-4850509
Qualified in New York County
Commission Expires Feb. 17, 1998
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the ____ day of December, 1997, before me personally came
________________, to me known, who, being by me duly sworn, did depose and say
that he is the ____________ of THE BANK OF NEW YORK, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
_________________________________________
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the ____ day of December, 1997, before me personally came
Thomas W. McEnerney, to me known, who, being by me duly sworn, did depose and
say that he is a Vice President of American Television and Communications
Corporation, Warner Cable Communications Inc. and Warner Communications Inc.,
some of the entities described in and which executed the foregoing instrument;
that he knows the seal of said entities; that the seals affixed to said
instrument are such entities' seals; that they were so affixed by authority of
the appropriate Board of Directors or similar governing body of said entities;
and that he signed his name thereto by like authority.
_________________________________________
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the ____ day of December, 1997, before me personally came
Remo J. Reale, to me known, who, being by me duly sworn, did depose and say
that he is the A.V.P. of THE BANK OF NEW YORK, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
/s/ William J. Cassels
_________________________________________
WILLIAM J. CASSELS
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Certified Filed in New York County
Commission Expires May 16, 1998
EXHIBIT A
GUARANTEED
GUARANTOR PERCENTAGE
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American Television and Communications Corporation...................... 40.73%
Warner Communications Inc............................................... 59.27%
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100.00%
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