SEC Filings

WARNER MEDIA, LLC filed this Form S-4/A on 03/24/2000
Entire Document

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.

          2.2  Except as hereinafter provided in this Section 2.2, unless all
dividends on the outstanding shares of Series E Stock and any Parity Stock that
shall have accrued and become payable as of any date shall have been paid, or
declared and funds set apart for payment thereof, no dividend or other
distribution (payable other than in shares of Junior Stock) shall be paid to the
holders of Junior Stock or Parity Stock, and no shares of Series E Stock, Parity
Stock or Junior Stock shall be purchased, redeemed or otherwise acquired by the
Corporation or any of its subsidiaries (except by conversion into or exchange
for Junior Stock), nor shall any monies be paid or made available for a
purchase, redemption or sinking fund for the purchase or redemption of any
Series E Stock, Junior Stock or Parity Stock.  When dividends are not paid in
full upon the shares of this Series and any Parity Stock, all dividends declared
upon shares of this Series and all Parity Stock shall be declared pro rata so
that the amount of dividends declared per share on this Series and all such
Parity Stock shall in all cases bear to each other the same ratio that accrued
dividends per share on the shares of this Series and all such Parity Stock bear
to each other.  No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments on this Series that may
be in arrears.

          2.3  In case the Corporation shall at any time distribute (other than
a distribution in liquidation of the Corporation) to the holders of its shares
of Common Stock any assets or property, including evidences of indebtedness or
securities of the Corporation (other than Common Stock subject to a distribution
or reclassification covered by Section 3.6(a)) or of any other Person (including
common stock of such Person) or cash (but excluding regularly scheduled cash
dividends payable on shares of Common Stock) or in case the Corporation shall at
any time distribute (other than a distribution in liquidation of the
Corporation) to such holders rights, options or warrants to subscribe for or
purchase shares of Common Stock (including