SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   (f) No Dispositions. Other than (i) internal reorganizations or
consolidations involving existing Subsidiaries of Time Warner, (ii)
dispositions referred to in the Time Warner SEC Reports filed prior to the date
of this Agreement, (iii) as may be required by or in conformance with law or
regulation in order to permit or facilitate the consummation of the
transactions contemplated hereby or (iv) as disclosed in Section 5.2(f) of the
Time Warner Disclosure Schedule, Time Warner shall not, and shall not permit
any of its Subsidiaries to, sell, lease or otherwise dispose of, or agree to
sell, lease or otherwise dispose of, any of its assets (including capital stock
of Subsidiaries of Time Warner but excluding inventory in the ordinary course
of business), if the fair market value of the total consideration (including
the value of the indebtedness acquired or assumed) therefor exceeds the amount
specified in the aggregate for all such dispositions in Section 5.2(f) of the
Time Warner Disclosure Schedule.
 
   (g) Investments; Indebtedness. Time Warner shall not, and shall not permit
any of its Subsidiaries to, (i) other than in connection with acquisitions
permitted by Section 5.2(e) or as disclosed in Section 5.2(g) of the Time
Warner Disclosure Schedule, make any loans, advances or capital contributions
to, or investments in, any other Person, other than (x) loans or investments by
Time Warner or a Subsidiary of Time Warner to or in Time Warner or any
Subsidiary of Time Warner, (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 Time
Warner 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 or (ii) without regard to
anything contained in the Time Warner 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 Time Warner 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, "Time Warner
Indebtedness"), except for (A) any Time Warner Indebtedness so long as (x)
after the incurrence or issuance of such Time Warner Indebtedness Time Warner's
consolidated indebtedness would not exceed 125% of the consolidated
indebtedness of Time Warner as of the date hereof and (y) no Time Warner credit
rating would be downgraded by either Moody's or 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 Time Warner and any of its wholly owned Subsidiaries or
between such wholly owned Subsidiaries.
 
   (h) Tax-Free Qualification. Time Warner 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 5.2) 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 Time Warner to exercise its rights and/or fulfill its obligations
under the Stock Option Agreements.
 
   (i) Compensation. Except (x) as set forth in Section 5.2(c) or 5.2 (i) of
the Time Warner Disclosure Schedule, (y) as required by law or by the terms of
any collective bargaining agreement or other agreement currently in effect
between Time Warner or any Subsidiary of Time Warner and any executive officer
or employee thereof or (z) in the ordinary course of business consistent with
past practice, Time Warner shall not increase the amount of compensation of any
director, executive officer or key employee of Time Warner or any material
Subsidiary or business unit of Time Warner, or make any increase in or
commitment to increase any employee benefits, issue any additional Time Warner
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 Time Warner Benefit Plan. Any option granted or committed
to be granted after the date hereof shall not accelerate as a result of the
approval or consummation of any transaction contemplated by this Agreement.
 
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