1 EXHIBIT 2 AGREEMENT AND PLAN OF MERGER Dated as of September 22, 1995Agreement and Plan of Merger • October 5th, 1995 • Turner Broadcasting System Inc • Television broadcasting stations • Georgia
1 EXHIBIT 99.1 SHAREHOLDERS' AGREEMENT dated as of September 22, 1995, among Time Warner Inc., a Delaware corporation (" Parent"), R. E. Turner, III, an individual (the "Principal Shareholder "), and certain associates and affiliates of the Principal...Shareholders' Agreement • October 5th, 1995 • Turner Broadcasting System Inc • Television broadcasting stations • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of October 10, 1996, among TW INC. (to be renamed TIME WARNER INC.), a Delaware corporation (the "Company"), and the Holders (as defined below). WHEREAS, in connection with the Amended and Restated Agreement and...Registration Rights Agreement • October 22nd, 1996 • Turner Broadcasting System Inc • Television broadcasting stations • New York
EXHIBIT 10.37.1 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (the "Agreement") is made and entered into as of the 17 day of July, 1995 by and between Robert Shaye (hereinafter referred to as "Employee"), and New Line Cinema...Employment Agreement • November 14th, 1995 • Turner Broadcasting System Inc • Television broadcasting stations • New York
INVESTORS' AGREEMENT (NO. 2) dated as of October 10, 1996, among TW INC. (to be renamed TIME WARNER INC.), a Delaware corporation ("Holdco"), and the other parties signatory hereto (each an "Investor"). This Agreement is entered into pursuant to...Investors' Agreement • October 22nd, 1996 • Turner Broadcasting System Inc • Television broadcasting stations • Delaware
1 EXHIBIT 99.2 STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 5th, 1995 • Turner Broadcasting System Inc • Television broadcasting stations • Delaware
TIME WARNER INC., TW AOL HOLDINGS INC., as Guarantor HISTORIC TW INC., as Guarantor TIME WARNER COMPANIES, INC., as Guarantor TURNER BROADCASTING SYSTEM, INC., as Guarantor and THE BANK OF NEW YORK, Trustee INDENTURE Dated as of [date] Providing for...Turner Broadcasting System Inc • November 8th, 2006 • Television broadcasting stations • New York
THIS INDENTURE between TIME WARNER INC., a Delaware corporation (hereinafter called the “Company”) having its principal office at One Time Warner Center, New York, New York 10019, TW AOL HOLDINGS INC., a Virginia corporation (“TW AOL”), HISTORIC TW INC., a Delaware corporation (“Historic TW”), TIME WARNER COMPANIES, INC., a Delaware corporation (“TWCI”), TURNER BROADCASTING SYSTEM, INC., a Georgia corporation (“TBS,” and together with TW AOL, Historic TW and TWCI, the “Guarantors”), and THE BANK OF NEW YORK, a New York banking corporation, as trustee (hereinafter called the “Trustee”), is made and entered into as of [date].
STOCKHOLDERS' AGREEMENT Stockholders' Agreement, dated October 10, 1996, by and among TCI Turner Preferred, Inc., a Colorado corporation ("TCITP"), Liberty Broadcasting, Inc. ("LBI") and Communication Capital Corp. ("CCC" and, together with LBI and...Stockholders' Agreement • October 22nd, 1996 • Turner Broadcasting System Inc • Television broadcasting stations • New York
TIME WARNER INC. Underwriting Agreement Floating Rate Notes Due [•] [•]% Notes Due [•]Underwriting Agreement • November 8th, 2006 • Turner Broadcasting System Inc • Television broadcasting stations • New York
Time Warner Inc., a Delaware corporation (the “Company”), proposes to sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the respective principal amounts of its Floating Rate Notes due [•] and [•]% Notes due [•], identified in Schedule I hereto (collectively, the “Debt Securities”), to be issued under an indenture (as from time to time amended or supplemented, the “Indenture”) dated as of [•], among the Company, TW AOL Holdings Inc., a Virginia corporation (“TW AOL”), Historic TW Inc., a Delaware corporation (“Historic TW”), Time Warner Companies, Inc., a Delaware corporation (“TWCI”), Turner Broadcasting System, Inc., a Georgia corporation (“TBS,” and, together with TW AOL, Historic TW and TWCI, the “Guarantors”), and The Bank of New York, as trustee (the “Trustee”), providing for the issuance of debt securities in one or more series, all of which will be entitled to the benefit of the Guarante
CONFORMED COPY ================================================================ ================ AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Dated as of September 22, 1995And Restated Agreement and Plan of Merger • December 19th, 1995 • Turner Broadcasting System Inc • Television broadcasting stations • Georgia
AMONG TIME WARNER INC.,LMC Agreement • October 5th, 1995 • Turner Broadcasting System Inc • Television broadcasting stations • Delaware
