SEC Filings

WARNER MEDIA, LLC filed this Form S-4/A on 03/24/2000
Entire Document
                                    ANNEX D
                                                                  EXECUTION COPY
   AMENDED AND RESTATED VOTING AGREEMENT, dated as of January 10, 2000 (this
"Agreement"), among America Online, Inc., a Delaware corporation ("America
Online"), and the stockholders of Time Warner Inc., a Delaware corporation
("Time Warner"), that are parties hereto (each, a "Stockholder" and,
collectively, the "Stockholders").
                               W I T N E S S E T H:
   WHEREAS, America Online and Time Warner, concurrently with the original
execution and delivery of this Agreement, entered into an Agreement and Plan of
Merger, dated as of January 10, 2000 (the "Merger Agreement;" capitalized terms
used without definition herein having the meanings assigned to them in the
Merger Agreement), pursuant to which Time Warner will engage in a business
combination in a merger of equals with America Online (the "Time Warner
   WHEREAS, as of the date hereof, each Stockholder is the record and
beneficial owner of the number of shares of common stock, par value $0.01 per
share, of Time Warner ("Time Warner Common Stock"), as set forth on the
signature page hereof beneath such Stockholder's name (with respect to each
Stockholder, such Stockholder's "Existing Shares" and, together with any shares
of Time Warner Common Stock or other voting capital stock of Time Warner
acquired after the date hereof, whether upon the exercise of warrants, options,
conversion of convertible securities or otherwise, such Stockholder's
   WHEREAS, America Online and the Stockholders have entered into a Voting
Agreement dated as of January 10, 2000 (the "Original Agreement"); and
   WHEREAS, America Online and the Stockholders wish to amend and restate the
Original Agreement.
   NOW THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements herein contained, and
intending to be legally bound hereby, the parties hereto agree as follows:
                                   ARTICLE I
   1.1 Agreement to Vote. Each Stockholder hereby agrees that it shall, and
shall cause the holder of record on any applicable record date to, from time to
time, at the request of America Online, at any meeting (whether annual or
special and whether or not an adjourned or postponed meeting) of stockholders
of Time Warner, however called, or in connection with any written consent of
the holders of Time Warner Common Stock, (a) if a meeting is held, appear at
such meeting or otherwise cause the Shares to be counted as present thereat for
purposes of establishing a quorum, and (b) vote or consent (or cause to be
voted or consented), in person or by proxy, all Shares, and any other voting
securities of Time Warner (whether acquired heretofore or hereafter) that are
beneficially owned or held of record by such Stockholder or as to which such
Stockholder has, directly or indirectly, the right to vote or direct the
voting, in favor of the approval and adoption of the Merger Agreement, the Time
Warner Merger and any action required in furtherance thereof.
   1.2 No Ownership Interest. Nothing contained in this Agreement shall be
deemed to vest in America Online any direct or indirect ownership or incidence
of ownership of or with respect to any Shares. All rights, ownership and
economic benefits of and relating to the Shares shall remain vested in and
belong to the Stockholders, and America Online shall have no authority to
manage, direct, superintend, restrict, regulate, govern, or administer any of
the policies or operations of Time Warner or exercise any power or authority to
direct the Stockholders in the voting of any of the Shares, except as otherwise
provided herein, or in the performance of the Stockholder's duties or
responsibilities as stockholders of Time Warner.