SEC Filings

WARNER MEDIA, LLC filed this Form S-4/A on 03/24/2000
Entire Document
   (g) Investments; Indebtedness. America Online shall not, and shall not
permit any of its Subsidiaries to, (i) other than in connection with
acquisitions permitted by Section 5.1(e) or as disclosed in Section 5.1(g) of
the America Online Disclosure Schedule, make any loans, advances or capital
contributions to, or investments in, any other Person, other than (x) loans or
investments by America Online or a Subsidiary of America Online to or in
America Online or any Subsidiary of America Online, (y) employee loans or
advances made in the ordinary course of business or (z) in the ordinary course
of business consistent with past practice which are not, individually or in the
aggregate, material to America Online and its Subsidiaries taken as a whole
(provided that none of such transactions referred to in this clause (z)
presents a material risk of making it more difficult to obtain any approval or
authorization required in connection with the Mergers under Regulatory Law (as
defined in Section 6.4(c)) or (ii) without regard to anything contained in the
America Online Disclosure Schedule, incur any indebtedness for borrowed money
or guarantee any such indebtedness of another Person, issue or sell any debt
securities or warrants or other rights to acquire any debt securities of
America Online or any of its Subsidiaries, guarantee any debt securities of
another Person, enter into any "keep well" or other agreement to maintain any
financial statement condition of another Person (other than any wholly owned
Subsidiary) or enter into any arrangement having the economic effect of any of
the foregoing (collectively, "America Online Indebtedness"), except for (A) any
America Online Indebtedness so long as (x) after the incurrence or issuance of
such America Online Indebtedness America Online's consolidated indebtedness
would not exceed 125% of the consolidated indebtedness of America Online as of
the date hereof and (y) no America Online credit rating would be downgraded by
either Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's
Corporation ("S&P") (provided that the consummation of this Agreement or any of
the transactions contemplated hereby shall not give rise to, cause or result
in, a default or event of default under the agreement or instrument governing
any such indebtedness or, an obligation to pay any amount thereunder solely as
a result of the consummation of this Agreement or any of the transactions
contemplated hereby) and (B) intercompany indebtedness between America Online
and any of its wholly owned Subsidiaries or between such wholly owned
   (h) Tax-Free Qualification. America Online shall use its reasonable best
efforts not to, and shall use its reasonable best efforts not to permit any of
its Subsidiaries to, take any action (including any action otherwise permitted
by this Section 5.1) that would prevent or impede the Mergers from qualifying
as exchanges under Section 351 of the Code and as reorganizations under Section
368 of the Code; provided, however, that nothing hereunder shall limit the
ability of America Online to exercise its rights and/or fulfill its obligations
under the Stock Option Agreements.
   (i) Compensation. Except (x) as set forth in Sections 5.1(c) or 5.1(i) of
the America Online Disclosure Schedule, (y) as required by law or by the terms
of any collective bargaining agreement or other agreement currently in effect
between America Online or any Subsidiary of America Online and any executive
officer or employee thereof or (z) in the ordinary course of business
consistent with past practice, America Online shall not increase the amount of
compensation of any director, executive officer or key employee of America
Online or any material Subsidiary or business unit of America Online, or make
any increase in or commitment to increase any employee benefits, issue any
additional America Online Stock Options, adopt or amend or make any commitment
to adopt or amend any Benefit Plan or make any contribution, other than
regularly scheduled contributions, to any America Online Benefit Plan. Any
option committed to be granted or granted after the date hereof shall not
accelerate as a result of the approval or consummation of any transaction
contemplated by this Agreement. Should any modification of the America Online
Option Plans necessary to effectuate the immediately preceding sentence render
any transaction to which America Online is a party, and which is intended to be
eligible for pooling-of-interest accounting under APB No. 16, ineligible for
such treatment then such modification shall not be required; provided, that the
number of shares subject to options to be granted in the ordinary course
consistent with past practice shall be reduced to reflect the effect of such
   (j) Accounting Methods; Income Tax Elections. Except as disclosed in America
Online SEC Reports filed prior to the date of this Agreement, or as required by
a Governmental Entity, America Online shall not change its methods of
accounting in effect at September 30, 1999, except as required by changes in