SEC Filings

WARNER MEDIA, LLC filed this Form S-4/A on 03/24/2000
Entire Document
five percent of the Existing Shares held of record by the Stockholders hereof
collectively as of the date hereof without compliance with this Section 3.1(a);
and provided further that the restrictions contained in this Section 3.1(a) do
not apply to Existing Shares now pledged by Stockholders to Merrill Lynch
International Bank Limited (the "Bank") to secure a revolving credit facility
to R.E. Turner pursuant to that certain Loan and Collateral Account Agreement
dated April 4, 1996, as amended, between the Bank and R.E. Turner (the "Loan
    (b) In the event of a stock dividend or distribution, or any change in Time
Warner Common Stock by reason of any stock dividend or distribution, or any
change in Time Warner Common Stock by reason of any stock dividend, split-up,
recapitalization, combination, exchange of shares or the like, the term
"Shares" shall be deemed to refer to and include the Shares as well as all such
stock dividends and distributions and any securities into which or for which
any or all of the Shares may be changed or exchanged or which are received in
such transaction.
    (c) Each Stockholder covenants and agrees with the other Stockholders and
for the benefit of Time Warner (which shall be a third party beneficiary of
this Section 3.1(c)) to comply with and perform all its obligations under this
                                   ARTICLE IV
   4.1  Termination. This Agreement shall terminate and no party shall have any
rights or duties hereunder upon the earlier of (a) the Effective Time or (b)
termination of the Merger Agreement pursuant to Section 8.1 thereof. Nothing in
this Section 4.1 shall relieve or otherwise limit any party of liability for
breach of this Agreement.
   4.2  Further Assurances. From time to time, at the other party's request and
without further consideration, each party hereto shall execute and deliver such
additional documents and take all such further action as may be necessary or
desirable to consummate the transactions contemplated by this Agreement.
   4.3  Notices. All notices and other communications hereunder shall be in
writing and shall be deemed duly given (a) on the date of delivery if delivered
personally, or by telecopy or telefacsimile, upon confirmation of receipt, (b)
on the first Business Day following the date of dispatch if delivered by a
recognized next-day courier service, or (c) on the tenth Business Day following
the date of mailing if delivered by registered or certified mail, return
receipt requested, postage prepaid. All notices hereunder shall be delivered as
set forth below, or pursuant to such other instructions as may be designated in
writing by the party to receive such notice:
    (a) if to America Online to:
                              22000 AOL Way
                              Dulles, Virginia 20166
                              Fax: (703) 265-1495
                              Attention: Paul T. Cappuccio,
                              Senior Vice President and General Counsel