SEC Filings

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

          5.  Pro Rata Repurchase.

          5.1  Upon a Pro Rata Repurchase, each holder of shares of this Series
shall have the right to require that the Corporation repurchase, out of funds
legally available therefor, a Pro Rata Portion (as defined below) of the shares
of such holder, or any lesser number requested by the holder, at a price per
share equal to the highest price per share of Common Stock paid in the Pro Rata
Repurchase multiplied by the Conversion Rate then in effect plus an amount equal
to the accrued but unpaid dividends on such shares to the date of repurchase.

          5.2  At any time prior to or within thirty (30) days following any Pro
Rata Repurchase, the Corporation shall mail a notice to each holder of shares of
this Series stating:

               (a)  that a Pro Rata Repurchase will occur or has occurred and
     that such holder will have (upon such Pro Rata Repurchase) or has the right
     to require the Corporation to repurchase such holder's shares in an amount
     not in excess of the Pro Rata Portion at a repurchase price in cash
     determined as set forth above plus an amount equal to accrued and unpaid
     dividends, if any, to the date of repurchase;

               (b)  the repurchase date for the Series I Stock (which shall be
     no earlier than fifteen (15) days nor later than sixty (60) days from the
     date such notice is mailed); and

               (c)  the instructions determined by the Corporation, consistent
     with this Section, that a holder must follow in order to have its shares

          5.3  Holders electing to have any shares repurchased will be required
to surrender such shares, with an appropriate form duly completed, to the
Corporation at the address specified in the notice at least five (5) days prior
to the repurchase date.  Holders will be entitled to withdraw their election if
the Corporation receives, not later than three (3) days prior to the repurchase
date, a telegram, telex, facsimile transmission or letter setting forth the name
of the holder, the certificate numbers of the shares delivered for purchase by
the holder and a statement that such holder is withdrawing his election to have
such shares repurchased.  Holders will have such additional withdrawal and other
rights as may be required pursuant to applicable law.