{"id":41031,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/form-of-commercial-paper-dealer-agreement-time-warner.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"form-of-commercial-paper-dealer-agreement-time-warner","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/form-of-commercial-paper-dealer-agreement-time-warner.html","title":{"rendered":"Form of Commercial Paper Dealer Agreement – Time Warner"},"content":{"rendered":"

FORM OF<\/strong>COMMERCIAL PAPER DEALER AGREEMENT
\n4(2) PROGRAM<\/strong>among<\/strong>Time Warner Inc.,
\nas Issuer<\/strong>Historic TW Inc.,
\nas Note Guarantor<\/strong>Home Box Office, Inc. and Turner Broadcasting
\nSystem, Inc.,
\nas Supplemental
\nGuarantors<\/strong>and<\/strong>[<\/strong>],
\nas Dealer<\/strong><\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\nConcerning Notes to be issued pursuant to an Issuing
\nand Paying Agency Agreement dated as of February 16, 2011, among the Issuer, the
\nNote Guarantor and JPMorgan Chase Bank, National Association, as Issuing and
\nPaying Agent<\/strong><\/td>\n		<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Dated as of<\/strong>February 16, 2011<\/strong><\/p>\n

\n

\n<\/p>\n

COMMERCIAL PAPER DEALER AGREEMENT
\n4(2) Program<\/strong><\/p>\n

This agreement (“Agreement”) dated February 16, 2011, sets forth the
\nunderstandings among the Issuer, the Guarantors and the Dealer, each named on
\nthe cover page hereof, in connection with the issuance and sale by the Issuer of
\nits short-term promissory notes (the “Notes”) through the Dealer. Historic
\nTW Inc. (the “Note Guarantor”) has agreed unconditionally and irrevocably to
\nguarantee payment in full of the principal and interest (if any) on all such
\nNotes of the Issuer, pursuant to a guarantee, dated as of February 16, 2011, in
\nthe form of Exhibit C hereto (the “Note Guarantee”), and Home Box Office, Inc.
\nand Turner Broadcasting System, Inc. (the “Supplemental Guarantors”) have agreed
\nunconditionally and irrevocably to guarantee the Note Guarantor’s guarantee of
\nthe Notes pursuant to guarantees dated February 16, 2011 in the form of
\nExhibit D hereto (the “Supplemental Guarantees”). The Note Guarantor and the
\nSupplemental Guarantors are collectively referred to herein as the “Guarantors,”
\nand the Note Guarantee and the Supplemental Guarantees are collectively referred
\nto herein as the “Guarantees”. Certain terms used in this Agreement are
\ndefined in Section 6 hereof. The Addendum to this Agreement, and any
\nAnnexes or Exhibits described in this Agreement or such Addendum, are hereby
\nincorporated into this Agreement and made fully a part hereof. Section 1.
\nOffers, Sales and Resales of Notes<\/u> 1.1 While (i) the Issuer has and
\nshall have no obligation to sell the Notes to the Dealer or to permit the Dealer
\nto arrange any sale of the Notes for the account of the Issuer, and (ii) the
\nDealer has and shall have no obligation to purchase the Notes from the Issuer or
\nto arrange any sale of the Notes for the account of the Issuer, the parties
\nhereto agree that in any case where the Dealer purchases Notes from the Issuer,
\nor arranges for the sale of Notes by the Issuer, such Notes will be purchased or
\nsold by the Dealer in reliance on the representations, warranties, covenants and
\nagreements of the Issuer contained herein or made pursuant hereto and on the
\nterms and conditions and in the manner provided herein. 1.2 So long as this
\nAgreement shall remain in effect, and in addition to the limitations contained
\nin Section 1.7 hereof, the Issuer shall not, without the consent of the Dealer,
\noffer, solicit or accept offers to purchase, or sell, any Notes except (a) in
\ntransactions with one or more dealers which may from time to time after the date
\nhereof become dealers with respect to the Notes by executing with the Issuer one
\nor more agreements which contain provisions substantially identical to Section 1
\nof this Agreement, of which the Issuer hereby undertakes to provide the Dealer
\nprompt notice or (b) in transactions with the other dealers listed on the
\nAddendum hereto, which are executing agreements with the Issuer which contain
\nprovisions substantially identical to Section 1 of this Agreement
\ncontemporaneously herewith. In no event shall the Issuer offer, solicit or
\naccept offers to purchase, or sell, any Notes directly on its own behalf in
\ntransactions with persons other than broker-dealers as specifically permitted in
\nthis Section 1.2. 1.3 The Notes shall be in a minimum denomination or
\nminimum amount, whichever is applicable, of $250,000 or integral multiples of
\n$1,000 in excess thereof, will bear such interest rates, if interest bearing, or
\nwill be sold at such discount from their face amounts, as shall be agreed upon
\nby the Dealer and the Issuer at the time of each proposed sale, shall have a
\nmaturity not exceeding 365 days from the date of issuance (exclusive of days of
\ngrace) and shall not contain any provision for extension, renewal or automatic
\n“rollover.”<\/p>\n

2<\/p>\n

\n<\/p>\n

1.4 The authentication, delivery and payment of the Notes shall be
\neffected in accordance with the Issuing and Paying Agency Agreement and the
\nNotes shall be either individual bearer physical certificates or represented by
\nbook-entry Notes registered in the name of DTC or its nominee in the form or
\nforms annexed to the Issuing and Paying Agency Agreement. 1.5 If the Issuer
\nand the Dealer shall agree on the terms of the purchase of any Note by the
\nDealer or the sale of any Note arranged by the Dealer (including, but not
\nlimited to, agreement with respect to the date of issue, purchase price,
\nprincipal amount, maturity and interest rate (in the case of interest-bearing
\nNotes) or discount thereof (in the case of Notes issued on a discount basis),
\nand appropriate compensation for the Dealer’s services hereunder) pursuant to
\nthis Agreement, the Issuer shall cause such Note to be issued and delivered in
\naccordance with the terms of the Issuing and Paying Agency Agreement and payment
\nfor such Note shall be made by the purchaser thereof, either directly or through
\nthe Dealer, to the Issuing and Paying Agent, for the account of the Issuer.
\nExcept as otherwise agreed, in the event that the Dealer is acting as an agent
\nand a purchaser shall either fail to accept delivery of or make payment for a
\nNote on the date fixed for settlement, the Dealer shall promptly notify the
\nIssuer, and if the Dealer has theretofore paid the Issuer for the Note, the
\nIssuer will promptly return such funds to the Dealer against its return of the
\nNote to the Issuer, in the case of a certificated Note, and upon notice of such
\nfailure in the case of a book-entry Note. 1.6 All offers and sales of Notes
\nby the Issuer shall be effected pursuant to the exemption from the registration
\nrequirements of the Securities Act provided by Section 4(2) thereof, which
\nexempts transactions by an issuer not involving any public offering. The Dealer
\nand the Issuer hereby establish and agree to observe the following procedures in
\nconnection with offers, sales and subsequent resales or other transfers of the
\nNotes: (a) Offers and sales of Notes shall be made only to investors
\nreasonably believed by the Dealer to be: (i) Institutional Accredited Investors
\nor Sophisticated Individual Accredited Investors, (ii) non-bank fiduciaries or
\nagents that will be purchasing Notes for one or more accounts, each of which is
\nreasonably believed by the Dealer to be an Institutional Accredited Investor or
\nSophisticated Individual Accredited Investor and (iii) Qualified Institutional
\nBuyers (“QIBs”). (b) Resales and other transfers of Notes by the holders
\nthereof shall be made only in accordance with the restrictions in the legends
\ndescribed in clause (e) below. (c) No general solicitation or general
\nadvertising shall be used in connection with any offering of the Notes. Without
\nlimiting the generality of the foregoing, none of the Dealer, the Issuer, or any
\nGuarantor shall issue any press release or place or publish any “tombstone” or
\nother advertisement relating to the Notes without the prior written approval of
\nthe other party. (d) No sale of Notes to any one purchaser shall be for
\nless than $250,000 principal or face amount, and no Note shall be issued in a
\nsmaller principal or face amount. If the purchaser is a non-bank fiduciary
\nacting on behalf of others, each person for whom such purchaser is acting must
\npurchase at least $250,000 principal or face amount of Notes. (e) Offers
\nand sales of the Notes shall be made in accordance with Rule 506 under the
\nSecurities Act (other than the requirement set forth in Rule 503(a)), and shall
\nbe subject to the restrictions described in the legend appearing on Exhibit A
\nhereto. A legend substantially to the effect of such Exhibit A shall appear as
\npart of the Private Placement Memorandum used in connection with offers and
\nsales of Notes hereunder, as well as on each Note offered and sold pursuant to
\nthis Agreement. (f) The Dealer shall furnish or shall have furnished to
\neach purchaser of Notes for which it has acted as the dealer a copy of the
\nthen-current Private Placement Memorandum unless such purchaser has previously
\nreceived a copy of the Private Placement Memorandum as then in<\/p>\n

3<\/p>\n

\n<\/p>\n

effect. The Private Placement Memorandum shall expressly state that any
\nperson to whom Notes are offered shall have an opportunity to ask questions of,
\nand receive information from, the Issuer, the Guarantors and the Dealer and
\nshall provide the names, addresses and telephone numbers of the persons from
\nwhom information regarding the Issuer and the Guarantors may be obtained.
\n (g) The Issuer agrees, for the benefit of the Dealer and each of the
\nholders and prospective purchasers from time to time of Notes, that at any time
\nthat the Issuer shall not be subject to Section 13 or 15(d) of the Exchange Act,
\nthe Issuer will furnish, upon request and at its expense, to the Dealer and to
\nholders and prospective purchasers of Notes information as to the Issuer and the
\nGuarantors required by Rule 144A(d)(4)(i). (h) In the event that any Note
\noffered or to be offered by the Dealer would be ineligible for resale under
\nRule 144A, the Issuer shall promptly notify the Dealer (by telephone, confirmed
\nin writing) of such fact and shall promptly prepare and deliver to the Dealer an
\namendment or supplement to the Private Placement Memorandum describing the Notes
\nthat are ineligible, the reason for such ineligibility and any other relevant
\ninformation relating thereto. (i) The Issuer and the Guarantors represent
\nthat the Guarantors are not presently issuing commercial paper in the United
\nStates market. In the event that one or more of the Guarantors does issue
\ncommercial paper in the United States market in reliance upon the exemption
\nprovided by Section 3(a)(3) of the Securities Act, the Issuer and the Guarantors
\nagree that (a) the proceeds from sales of Notes will be segregated from proceeds
\nof the sale of any such commercial paper by being placed in separate accounts,
\n(b) the Issuer and the Guarantors will institute appropriate corporate
\nprocedures to ensure that offers and sales of commercial paper issued by the
\nGuarantors are not integrated with offerings and sales of Notes hereunder and
\n(c) the Issuer and the Guarantors will comply with the requirements of the
\nSecurities Act in selling commercial paper or other short-term debt securities
\nother than the Notes in the United States. 1.7 The Issuer and each
\nGuarantor hereby represents and warrants to the Dealer, in connection with
\noffers, sales and resales of Notes, as follows: (a) The Issuer and the
\nGuarantors hereby confirm to the Dealer that within the preceding six months
\nneither the Issuer, nor any Guarantor, nor any person other than the Dealer or
\nthe other dealers referred to in Section 1.2 hereof acting on behalf of the
\nIssuer or a Guarantor has offered or sold any Notes, or any substantially
\nsimilar security of the Issuer (including, without limitation, medium-term notes
\nissued by the Issuer or a Guarantor with maturities less than 365 days), to, or
\nsolicited offers to buy any such security from, any person other than the Dealer
\nor the other dealers referred to in Section 1.2 hereof. The Issuer and the
\nGuarantors also agree that (except as permitted by Section 1.6(i) hereof), as
\nlong as the Notes are being offered for sale by the Dealer and the other dealers
\nreferred to in Section 1.2 hereof as contemplated hereby and until at least six
\nmonths after the offer of Notes hereunder has been terminated, none of the
\nIssuer, any Guarantor or any person other than the Dealer or the other dealers
\nreferred to in Section 1.2 hereof will offer the Notes or any substantially
\nsimilar security of the Issuer or a Guarantor for sale to, or solicit offers to
\nbuy any such security from, any person other than the Dealer or the dealers
\nreferred to in Section 1.2 hereof (except as contemplated by Section 1.2
\nhereof), it being understood that such agreement is made with a view to bringing
\nthe offer and sale of the Notes within the exemption provided by Section 4(2) of
\nthe Securities Act and Rule 506 thereunder and shall survive any termination of
\nthis Agreement. Each of the Issuer and the Guarantors hereby represents and
\nwarrants that it has not taken or omitted to take, and will not take or omit to
\ntake, any action that would cause the offering and sale of Notes hereunder to be
\nintegrated with any other offering of securities, whether such offering is made
\nby the Issuer, a Guarantor or some other party or parties. (b) The Issuer
\nrepresents and agrees that the proceeds of the sale of the Notes are not
\ncurrently contemplated to be used for the purpose of buying, carrying or trading
\nsecurities within the meaning of Regulation T and the interpretations thereunder
\nby the Board of Governors<\/p>\n

4<\/p>\n

\n<\/p>\n

of the Federal Reserve System of the United States of America. In the event
\nthat the Issuer determines to use such proceeds for the purpose of buying,
\ncarrying or trading securities, whether in connection with an acquisition of
\nanother company or otherwise, the Issuer shall give the Dealer at least five
\nbusiness days’ prior written notice to that effect. Thereafter, in the event
\nthat the Dealer purchases Notes as principal and does not resell such Notes on
\nthe day of such purchase, to the extent necessary to comply with Regulation T
\nand the interpretations thereunder, the Dealer will sell such Notes only to
\nofferees it reasonably believes to be QIBs or to QIBs it reasonably believes are
\nacting for other QIBs, in each case in accordance with Rule 144A. Section 2.
\nRepresentations and Warranties of the Issuer and the Guarantors<\/u> The
\nIssuer, with respect to Sections 2.1 through 2.10 and 2.20, and each Guarantor,
\nfor itself only, with respect to Sections 2.11 through 2.20, represents and
\nwarrants that: 2.1 The Issuer is a corporation duly organized, validly
\nexisting and in good standing under the laws of the jurisdiction of its
\nincorporation and has all the requisite power and authority to execute, deliver
\nand perform its obligations under the Notes, this Agreement and the Issuing and
\nPaying Agency Agreement. 2.2 This Agreement and the Issuing and Paying
\nAgency Agreement have been duly authorized, executed and delivered by the Issuer
\nand constitute legal, valid and binding obligations of the Issuer enforceable
\nagainst the Issuer in accordance with their terms subject to applicable
\nbankruptcy, insolvency and similar laws affecting creditors’ rights generally,
\nand subject, as to enforceability, to general principles of equity (regardless
\nof whether enforcement is sought in a proceeding in equity or at law) and except
\nas enforceability of the indemnification provisions of this Agreement may be
\nlimited by federal securities laws. 2.3 The Notes have been duly
\nauthorized, and when issued and delivered as provided in the Issuing and Paying
\nAgency Agreement, will be validly issued and delivered and will constitute
\nlegal, valid and binding obligations of the Issuer enforceable against the
\nIssuer in accordance with their terms subject to applicable bankruptcy,
\ninsolvency and similar laws affecting creditors’ rights generally, and subject,
\nas to enforceability, to general principles of equity (regardless of whether
\nenforcement is sought in a proceeding in equity or at law). 2.4 The offer
\nand sale of Notes in the manner contemplated hereby do not require registration
\nof the Notes under the Securities Act, pursuant to the exemption from
\nregistration contained in Section 4(2) thereof, and no indenture in respect of
\nthe Notes is required to be qualified under the Trust Indenture Act of 1939, as
\namended. 2.5 The Notes will rank at least pari passu<\/u> with all other
\nunsecured and unsubordinated indebtedness of the Issuer. 2.6 No consent or
\naction of, or filing or registration with, any governmental or public regulatory
\nbody or authority, including the SEC, is required to authorize, or is otherwise
\nrequired in connection with the execution, delivery or performance of, this
\nAgreement, the Notes or the Issuing and Paying Agency Agreement, except as may
\nbe required by the securities or Blue Sky laws of the various states in
\nconnection with the offer and sale of the Notes. 2.7 None of the execution
\nand delivery of this Agreement and the Issuing and Paying Agency Agreement, the
\nissuance and delivery of the Notes in accordance with the Issuing and Paying
\nAgency Agreement, or the fulfillment of or compliance with the terms and
\nprovisions hereof or thereof by the Issuer, will (i) result in the creation or
\nimposition of any mortgage, lien, charge or encumbrance of any nature whatsoever
\nupon any of the properties or assets of the Issuer or (ii) violate or result in
\na breach or an event of default under any of the terms of the Issuer’s charter
\ndocuments or by-laws, any material contract or instrument to which the Issuer is
\na party or by which it or its property is bound, or any law or regulation, or
\nany order, writ, injunction or decree of any court or government
\ninstrumentality, to which the Issuer is<\/p>\n

5<\/p>\n

\n<\/p>\n

subject or by which it or its property is bound, which violation, breach or
\nevent of default is reasonably likely to have a material adverse effect on the
\nbusiness, operations or financial condition of the Issuer and its subsidiaries
\ntaken as a whole or the ability of the Issuer to perform its obligations under
\nthis Agreement, the Notes or the Issuing and Paying Agency Agreement. 2.8
\nThere is no litigation or governmental proceeding pending, or to the knowledge
\nof the Issuer threatened, against or affecting the Issuer or any of its
\nsubsidiaries which is reasonably likely to result in a material adverse change
\nin the business, operations or financial condition of the Issuer and its
\nsubsidiaries taken as a whole or the ability of the Issuer to perform its
\nobligations under this Agreement, the Notes or the Issuing and Paying Agency
\nAgreement. 2.9 The Issuer is not an “investment company” or an entity
\n“controlled” by an “investment company” within the meaning of the Investment
\nCompany Act of 1940, as amended. 2.10 Neither the Private Placement
\nMemorandum nor the Company Information (excluding Dealer Information) contains
\nany untrue statement of a material fact or omits to state a material fact
\nrequired to be stated therein or necessary to make the statements therein, in
\nlight of the circumstances under which they were made, not misleading. 2.11
\nSuch Guarantor is duly organized, validly existing and in good standing under
\nthe laws of the jurisdiction of its formation and has all the requisite power
\nand authority to execute, deliver and perform its obligations under its
\nGuarantee, this Agreement and, in the case of the Note Guarantor, the Issuing
\nand Paying Agency Agreement. 2.12 This Agreement, the Guarantee of such
\nGuarantor and, in the case of the Note Guarantor, the Issuing and Paying Agency
\nAgreement, have been duly authorized, executed and delivered by such Guarantor
\nparty thereto, and constitute legal, valid and binding obligations of such
\nGuarantor, enforceable against such Guarantor party thereto in accordance with
\ntheir terms, subject to applicable bankruptcy, insolvency and similar laws
\naffecting creditors’ rights generally, and subject, as to enforceability, to
\ngeneral principles of equity (regardless of whether enforcement is sought in a
\nproceeding in equity or at law) and except as enforceability of the
\nindemnification provisions of this Agreement may be limited by federal
\nsecurities laws. 2.13 No consent or action of, or filing or registration
\nwith, any governmental or public regulatory body or authority, including the
\nSEC, is required to authorize, or is otherwise required in connection with the
\nexecution, delivery or performance of, this Agreement, the Guarantees or, in the
\ncase of the Note Guarantor, the Issuing and Paying Agency Agreement, except as
\nmay be required by the securities or Blue Sky laws of the various states in
\nconnection with the offer and sale of the Notes. 2.14 Neither the execution
\nand delivery by such Guarantor of this Agreement, the Guarantees and, in the
\ncase of the Note Guarantor, the Issuing and Paying Agency Agreement, nor the
\nfulfillment of or compliance with the terms and provisions hereof or thereof by
\nsuch Guarantor party thereto, as applicable, will (i) result in the creation or
\nimposition of any mortgage, lien, charge or encumbrance of any nature whatsoever
\nupon any of the respective properties or assets of such Guarantor or
\n(ii) violate or result in a breach or an event of default under any of the terms
\nof such Guarantor’s formation documents, any material contract or instrument to
\nwhich such Guarantor is a party or by which it or its property is bound, or any
\nlaw or regulation, or any order, writ, injunction or decree of any court or
\ngovernment instrumentality, to which such Guarantor is subject or by which it or
\nits property is bound, which violation, breach or event of default is reasonably
\nlikely to have a material adverse effect on the financial condition of such
\nGuarantor and its subsidiaries, taken as a whole, or the ability of such
\nGuarantor to perform its obligations under this Agreement, its respective
\nGuarantee or, in the case of the Note Guarantor, the Issuing and Paying Agency
\nAgreement. 2.15 Such Guarantor’s Guarantee will rank at least pari
\npassu<\/u> with all other senior unsecured debt of such Guarantor.<\/p>\n

6<\/p>\n

\n<\/p>\n

2.16 There is no litigation or governmental proceeding pending, or to
\nthe knowledge of such Guarantor threatened, against or affecting such Guarantor
\nor any of its subsidiaries which is reasonably likely to result in a material
\nadverse change in financial condition of such Guarantor and its subsidiaries
\ntaken as a whole or the ability of such Guarantor to perform its obligations
\nunder this Agreement, its Guarantee or, in the case of the Note Guarantor, the
\nIssuing and Paying Agency Agreement. 2.17 Such Guarantor is not an
\n“investment company” or an entity “controlled” by an “investment company” within
\nthe meaning of the Investment Company Act of 1940, as amended. 2.18 The
\nGuarantor Information does not contain any untrue statement of a material fact
\nor omit to state a material fact required to be stated therein or necessary to
\nmake the statements therein, in light of the circumstances under which they were
\nmade, not misleading. 2.19 The issuance of the Guarantees in the manner
\ncontemplated hereby does not require registration under the Securities Act,
\npursuant to the exemption from registration contained in Section 4(2) thereof,
\nand no indenture in respect of the Guarantees is required to be qualified under
\nthe Trust Indenture Act of 1939, as amended. 2.20 Each issuance of Notes by
\nthe Issuer hereunder and each amendment or supplement to the Private Placement
\nMemorandum shall be deemed a representation and warranty by the Issuer and each
\nGuarantor, as applicable, to the Dealer, as of the date thereof, that, both
\nbefore and after giving effect to such issuance and after giving effect to such
\namendment or supplement, (i) the representations and warranties given by the
\nIssuer and such Guarantor set forth above in this Section 2 remain true and
\ncorrect on and as of such date as if made on and as of such date and (ii) in the
\ncase of an issuance of Notes, since the date of the most recent Private
\nPlacement Memorandum, there has been no material adverse change in the business,
\noperations or financial condition of the Issuer or such Guarantor and its
\nrespective subsidiaries, taken as a whole, which has not been disclosed to the
\nDealer. Section 3. Covenants and Agreements of Issuer and Guarantors<\/u> The
\nIssuer and each Guarantor covenants and agrees, as applicable, that: 3.1
\nThe Issuer will give the Dealer prompt notice (but in any event prior to any
\nsubsequent issuance of Notes hereunder) of any amendment to, modification of, or
\nwaiver with respect to, the Notes, any Guarantee or the Issuing and Paying
\nAgency Agreement, including a complete copy of any such amendment, modification
\nor waiver. 3.2 The Issuer shall, whenever there shall occur any change in
\nthe business, operations or financial condition of the Issuer or a Guarantor or
\nany development or occurrence in relation to the Issuer or a Guarantor that
\nwould be materially adverse to holders of the Notes or potential holders of the
\nNotes, promptly, and in any event prior to any subsequent issuance of Notes
\nhereunder, notify the Dealer (by telephone, confirmed in writing) of such
\nchange, development, or occurrence; provided<\/u> that, to the extent any such
\ndevelopment or occurrence is described in reasonable detail in any periodic or
\ncurrent report of the Issuer on file with the Securities and Exchange Commission
\nand available to the Dealer on a timely basis, the Dealer shall be deemed
\nnotified in accordance herewith. 3.3 The Issuer and each Guarantor shall
\nfrom time to time furnish to the Dealer such publicly released information with
\nrespect to the Issuer or the Guarantors as the Dealer may reasonably request,
\nincluding, without limitation, any press releases or other publicly released
\nmaterial provided by the Issuer or any Guarantor to any national securities
\nexchange or rating agency, regarding (i) the Issuer’s and such Guarantor’s
\noperations and financial condition, (ii) the due authorization and execution of
\nthe Notes or the applicable Guarantee and (iii) the Issuer’s ability to pay the
\nNotes as they mature or such Guarantor’s ability to make payments under its
\nGuarantee. 3.4 The Issuer and each Guarantor will take such action as the
\nDealer may from time to time reasonably request to ensure that each offer and
\neach sale of the Notes in the manner contemplated hereby<\/p>\n

7<\/p>\n

\n<\/p>\n

will comply with any applicable state Blue Sky laws; provided<\/u>, that
\nneither the Issuer nor any of the Guarantors shall be obligated to file any
\ngeneral consent to service of process or to qualify as a foreign corporation in
\nany jurisdiction in which it is not so qualified or subject itself to taxation
\nin respect of doing business in any jurisdiction in which it is not otherwise so
\nsubject. 3.5 The Issuer shall not issue Notes hereunder until the Dealer
\nshall have received (a) an opinion of counsel to the Issuer and the Guarantors,
\naddressed to the Dealer, reasonably satisfactory in form and substance to the
\nDealer, (b) a copy of the executed Guarantees, (c) a copy of the executed
\nIssuing and Paying Agency Agreement, (d) a copy of resolutions adopted by the
\nBoard of Directors of the Issuer, reasonably satisfactory in form and substance
\nto the Dealer and certified by the Secretary or similar officer of the Issuer,
\nauthorizing execution and delivery by the Issuer of this Agreement, the Issuing
\nand Paying Agency Agreement and the Notes and consummation by the Issuer of the
\ntransactions contemplated hereby and thereby, (e) a copy of resolutions adopted
\nby the Board of Directors of each Guarantor, reasonably satisfactory in form and
\nsubstance to the Dealer and certified by the Secretary or Assistant Secretary of
\nthe applicable Guarantor authorizing, as applicable, the execution and delivery
\nby such Guarantor of this Agreement, its Guarantee and (in the case of the Note
\nGuarantor) the Issuing and Paying Agency Agreement and consummation by such
\nGuarantor of the transactions contemplated hereby and thereby, (f) prior to the
\nissuance of any Notes represented by a book-entry note registered in the name of
\nDTC or its nominee, a copy of the executed Letter of Representations among the
\nIssuer, the Issuing and Paying Agent and DTC dated February 16, 2011 and
\n(g) such other certificates, opinions, letters and documents as the Dealer shall
\nhave reasonably requested. 3.6 The Issuer shall not issue Notes such that
\nthe aggregate principal amount outstanding at any time would exceed the total
\namount of the available revolving credit commitments then in effect that may be
\ndrawn upon to pay the Notes under (a) the Credit Agreement dated as of
\nJanuary 19, 2011 (as amended, supplemented, restated or otherwise modified from
\ntime to time, the “Revolving Credit Agreement”), among Time Warner Inc., Time
\nWarner International Finance Limited, the Lenders party thereto, and Citibank,
\nN.A., as administrative agent and (b) any other financing arrangements that
\nreplace or supplement the Revolving Credit Agreement. Section 4.
\nDisclosure<\/u> 4.1 The Private Placement Memorandum and its contents
\n(other than the Dealer Information) shall be the sole responsibility of the
\nIssuer and the Guarantors. The Private Placement Memorandum shall contain a
\nstatement expressly offering an opportunity for each prospective purchaser to
\nask questions of, and receive answers from, the Issuer and the Guarantors
\nconcerning the offering of Notes and to obtain relevant additional information
\nwhich the Issuer or the Guarantors possess or can acquire without unreasonable
\neffort or expense. 4.2 Each of the Issuer and each Guarantor agrees to
\nfurnish the Dealer with the Company Information and the Guarantor Information
\npromptly as it becomes available. 4.3 (a) The Issuer and each Guarantor
\nfurther agree to notify the Dealer promptly upon the occurrence of any event
\nrelating to or affecting it that would cause the Company Information or the
\nGuarantor Information then in existence to include an untrue statement of
\nmaterial fact or to omit to state a material fact necessary in order to make the
\nstatements contained therein, in light of the circumstances under which they are
\nmade, not misleading. (b) In the event that the Issuer or a Guarantor
\ngives the Dealer notice pursuant to Section 4.3(a) and the Dealer notifies the
\nIssuer that it then has Notes it is holding in inventory, the Issuer agrees
\npromptly to supplement or amend the Private Placement Memorandum so that such
\nPrivate Placement Memorandum, as amended or supplemented, shall not contain an
\nuntrue statement of a material fact or omit to state a material fact necessary
\nin order to make the statements therein, in light of the circumstances under
\nwhich they were made, not misleading, and the Issuer shall make such supplement
\nor amendment available to the Dealer.<\/p>\n

8<\/p>\n

\n<\/p>\n

(c) In the event that (i) the Issuer or a Guarantor gives the
\nDealer notice pursuant to Section 4.3(a) and (ii) the Dealer does not notify the
\nIssuer that it is then holding Notes in inventory and (iii) the Issuer chooses
\nnot to promptly amend or supplement the Private Placement Memorandum in the
\nmanner described in clause (b) above, then all solicitations and sales of Notes
\nshall be suspended until such time as the Issuer has so amended or supplemented
\nthe Private Placement Memorandum, and made such amendment or supplement
\navailable to the Dealer. 4.4 The Issuer agrees that it shall not have
\noutstanding at any time Notes issued in an aggregate amount in excess of the
\nauthorized amount of the respective Guarantees. Section 5. Indemnification
\nand Contribution<\/u> 5.1 The Issuer and the Guarantors, jointly and
\nseverally, will indemnify and hold harmless the Dealer, each individual,
\ncorporation, partnership, trust, association or other entity controlling the
\nDealer, any affiliate of the Dealer or any such controlling entity and their
\nrespective directors, officers, employees, partners, incorporators,
\nshareholders, servants, trustees and agents (hereinafter the “Indemnitees”)
\nagainst any and all liabilities, penalties, suits, causes of action, losses,
\ndamages, claims, costs and expenses (including, without limitation, reasonable
\nfees and disbursements of counsel) or judgments of whatever kind or nature (each
\na “Claim”), imposed upon, incurred by or asserted against the Indemnitees
\narising out of or based upon (i) any allegation that the Private Placement
\nMemorandum, the Company Information or, the Guarantor Information included (as
\nof any relevant time) or includes an untrue statement of a material fact or
\nomitted (as of any relevant time) or omits to state any material fact necessary
\nto make the statements therein, in light of the circumstances under which they
\nwere made, not misleading or (ii) the breach by the Issuer or a Guarantor of any
\nagreement, covenant or representation made in or pursuant to this Agreement.
\nThis indemnification shall not apply to the extent that the Claim arises out of
\nor is based upon Dealer Information or the gross negligence or willful
\nmisconduct of the Dealer in the performance, or failure to perform, its
\nobligations under this Agreement. 5.2 Provisions relating to claims made
\nfor indemnification under this Section 5 are set forth on Exhibit B to this
\nAgreement. 5.3 In order to provide for just and equitable contribution in
\ncircumstances in which the indemnification provided for in this Section 5 is
\nheld to be unavailable or insufficient to hold harmless the Indemnitees,
\nalthough applicable in accordance with the terms of this Section 5, the Issuer
\nand the Guarantors, jointly and severally shall contribute to the aggregate
\ncosts incurred by the Dealer in connection with any Claim in the proportion of
\nthe respective economic interests of the Issuer and the Guarantors, on the one
\nhand, and the Dealer, on the other hand; provided<\/u>, however, that such
\ncontribution by the Issuer and the Guarantors shall be in an amount such that
\nthe aggregate costs incurred by the Dealer do not exceed the aggregate of the
\ncommissions and fees earned by the Dealer hereunder with respect to the issue or
\nissues of Notes to which such Claim relates. The respective economic interests
\nshall be calculated by reference to the aggregate proceeds to the Issuer of the
\nNotes issued hereunder and the aggregate commissions and fees earned by the
\nDealer hereunder. Section 6. Definitions<\/u> 6.1 “Claim” shall have the
\nmeaning set forth in Section 5.1. 6.2 “Company Information” at any given
\ntime shall mean the Private Placement Memorandum together with, to the extent
\napplicable, (i) the Issuer’s most recent report on Form 10-K filed with the SEC
\nand each report on Form 10-Q or 8-K filed by the Issuer with the SEC since the
\nmost recent Form 10-K, in each case as amended and\/or restated from time to
\ntime, (ii) any other publicly available recent reports of the Issuer, including,
\nbut not limited to, any publicly available filings or reports provided to its
\nshareholders, (iii) any other information or disclosure prepared pursuant to
\nSection 4.3 hereof and (iv) any information prepared or approved by the Issuer
\nfor dissemination to investors or potential investors in the Notes.<\/p>\n

9<\/p>\n

\n<\/p>\n

6.3 “Dealer” shall mean the Dealer named on the cover page of this
\nAgreement. 6.4 “Dealer Information” shall mean material concerning the
\nDealer and provided by the Dealer in writing expressly for inclusion in the
\nPrivate Placement Memorandum. 6.5 “DTC” shall mean The Depository Trust
\nCompany. 6.6 “Exchange Act” shall mean the U.S. Securities Exchange Act of
\n1934, as amended. 6.7 “Guarantor Information” at any given time shall mean
\ninformation with respect to a Guarantor or the Guarantors contained in the
\nPrivate Placement Memorandum together with, (i) to the extent prepared and
\npublicly filed by the applicable Guarantor, the respective Guarantor’s most
\nrecent annual audited financial statements and each interim financial statement
\nor report prepared subsequent thereto, (ii) the Guarantor’s other publicly
\navailable recent reports, including, but not limited to, any publicly available
\nfilings or reports provided to its shareholders, (iii) any other information or
\ndisclosure prepared pursuant to Section 4.3 hereof and (iv) any information
\nprepared or approved by the respective Guarantor for dissemination to investors
\nor potential investors in the Notes. 6.8 “Indemnitee” shall have the
\nmeaning set forth in Section 5.1. 6.9 “Institutional Accredited Investor”
\nshall mean an institutional investor that is an accredited investor within the
\nmeaning of Rule 501 under the Securities Act and that has such knowledge and
\nexperience in financial and business matters that it is capable of evaluating
\nand bearing the economic risk of an investment in the Notes, including, but not
\nlimited to, a bank, as defined in Section 3(a)(2) of the Securities Act, or a
\nsavings and loan association or other institution, as defined in
\nSection 3(a)(5)(A) of the Securities Act, whether acting in its individual or
\nfiduciary capacity. 6.10 “Issuing and Paying Agency Agreement” shall mean
\nthe issuing and paying agency agreement described on the cover page of this
\nAgreement, as such agreement may be amended or supplemented from time to time.
\n 6.11 “Issuing and Paying Agent” shall mean the party designated as such on
\nthe cover page of this Agreement, as issuing and paying agent under the Issuing
\nand Paying Agency Agreement. 6.12 “Non-bank fiduciary or agent” shall mean
\na fiduciary or agent other than (a) a bank, as defined in Section 3(a)(2) of the
\nSecurities Act, or (b) a savings and loan association, as defined in
\nSection 3(a)(5)(A) of the Securities Act. 6.13 “Private Placement
\nMemorandum” shall mean offering materials prepared in accordance with Section 4
\n(including materials referred to therein or incorporated by reference therein)
\nprovided to purchasers and prospective purchasers of the Notes, and shall
\ninclude amendments and supplements thereto which may be prepared from time to
\ntime in accordance with this Agreement (other than any amendment or supplement
\nthat has been completely superseded by a later amendment or supplement).
\n 6.14 “Qualified Institutional Buyer” shall have the meaning assigned to
\nthat term in Rule 144A under the Securities Act. 6.15 “Revolving Credit
\nAgreement” shall have the meaning set forth in Section 3.6. 6.16
\n“Rule 144A” shall mean Rule 144A under the Securities Act. 6.17 “SEC” shall
\nmean the U.S. Securities and Exchange Commission. 6.18 “Securities Act”
\nshall mean the U.S. Securities Act of 1933, as amended.<\/p>\n

10<\/p>\n

\n<\/p>\n

6.19 “Sophisticated Individual Accredited Investor” shall mean an
\nindividual who (a) is an accredited investor within the meaning of Regulation D
\nunder the Securities Act and (b) based on his or her pre-existing relationship
\nwith the Dealer, is reasonably believed by the Dealer to be a sophisticated
\ninvestor (i) possessing such knowledge and experience (or represented by a
\nfiduciary or agent possessing such knowledge and experience) in financial and
\nbusiness matters that he or she is capable of evaluating and bearing the
\neconomic risk of an investment in the Notes and (ii) having not less than
\n$5 million in investments (as defined, for purposes of this section, in Rule
\n2a51-1 under the Investment Company Act of 1940, as amended). Section 7.
\nGeneral<\/u> 7.1 Unless otherwise expressly provided herein, all notices
\nunder this Agreement to parties hereto shall be in writing and shall be
\neffective when received at the address of the respective party set forth in the
\nAddendum to this Agreement. 7.2 This Agreement shall be governed by and
\nconstrued in accordance with the laws of the State of New York, without regard
\nto its conflict of laws provisions. 7.3 The Issuer, each Guarantor and the
\nDealer agree that any suit, action or proceeding brought by any of them against
\nanother in connection with or arising out of this Agreement or the Notes or the
\noffer and sale of the Notes shall be brought solely in the United States federal
\ncourts located in the borough of Manhattan or the courts of the State of New
\nYork located in the Borough of Manhattan. EACH OF THE DEALER, THE ISSUER AND
\nEACH GUARANTOR WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR
\nPROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
\nHEREBY. 7.4 This Agreement may be terminated, at any time, by the Issuer,
\nupon four business day’s prior notice to such effect to the Dealer, or by the
\nDealer upon four business day’s prior notice to such effect to the Issuer. Any
\nsuch termination, however, shall not affect the obligations of the Issuer or the
\nGuarantors under Sections 5 and 7.3 hereof or the respective representations,
\nwarranties, agreements, covenants, rights or responsibilities of the parties
\nmade or arising prior to the termination of this Agreement. 7.5 This
\nAgreement is not assignable by any party hereto without the written consent of
\nthe other parties, which consent shall not be unreasonably withheld, except that
\nsuch consent shall not be required in connection with an assignment by the
\nDealer of its rights and obligations under this Agreement to an entity
\n(“Successor Entity”) in which the Dealer merges or which acquires all or
\nsubstantially all of the Dealer’s assets (including its rights and obligations
\nunder this Agreement) if the debt rating given by each of Standard & Poor’s
\nand Moody’s to the long-term senior unsecured debt of the Successor Entity is
\nnot lower than the debt rating given by Standard & Poor’s or Moody’s, as
\napplicable, to the long-term senior unsecured debt of the Dealer. 7.6 This
\nAgreement may be signed in any number of counterparts, each of which shall be an
\noriginal, with the same effect as if the signatures thereto and hereto were upon
\nthe same instrument. 7.7 This Agreement shall inure to the benefit of and
\nbe binding upon the Issuer, each Guarantor and the Dealer and their respective
\nsuccessors. Nothing expressed or mentioned in this Agreement is intended or
\nshall be construed to give any person, firm or corporation, other than the
\nparties hereto and their respective successors any legal or equitable right,
\nremedy or claim under or in respect of this Agreement or any provision herein
\ncontained. This Agreement and all conditions and provisions hereof are intended
\nto be for the sole and exclusive benefit of the parties hereto and their
\nrespective successors, and for the benefit of no other person, firm or
\ncorporation. No purchaser of Notes shall be deemed to be a successor by reason
\nmerely of such purchase. 7.8 The parties acknowledge and agree that
\neffective upon the execution and delivery of this Agreement, the Commercial
\nPaper Dealer Agreement among the Issuer, Historic TW Inc., TW AOL<\/p>\n

11<\/p>\n

\n<\/p>\n

Holdings Inc., the Supplemental Guarantors and the Dealer, dated as of
\nJanuary 25, 2007, relating to the sale and placement of short-term promissory
\nnotes within the United States (the “Prior Agreement”) shall terminate (other
\nthan those provisions which are expressed in the Prior Agreement to survive
\ntermination) and the parties waive the required notice period in Section 7.3 of
\nthe Prior Agreement. 7.9 The Issuer and Guarantors acknowledge and agree
\nthat in connection with the purchase and sale of the Notes or any other services
\nthe Dealer may be deemed to be providing hereunder, notwithstanding any
\npreexisting relationship, advisory or otherwise, between the parties or any oral
\nrepresentations or assurances previously or subsequently made by the Dealer:
\n(i) except to the extent explicitly set forth herein, no fiduciary or agency
\nrelationship between the Issuer and Guarantors, on the one hand, and the Dealer,
\non the other, exists in respect of this Agreement or the purchase and sale of
\nthe Notes; (ii) the Dealer is not acting as advisor, expert or otherwise, to
\neither the Issuer or any of the Guarantors, including, without limitation, with
\nrespect to the determination of the offering price of the Notes, and such
\nrelationship between the Issuer and the Guarantors, on the one hand, and the
\nDealer, on the other, is entirely and solely commercial, based on arms-length
\nnegotiations; and (iii) the Dealer and its affiliates may have interests that
\ndiffer from those of the Issuer or the Guarantors. 7.10 Upon the release of
\na Guarantee and of the applicable Guarantor from its obligations under such
\nGuarantee in accordance with such Guarantee, such Guarantor shall cease to be a
\nparty to this Agreement, without any notice or action being required.<\/p>\n

12<\/p>\n

\n<\/p>\n

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
\nexecuted as of the date and year first above written.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\nTime Warner Inc.<\/strong><\/p>\n

, as Issuer<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By: <\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Name: <\/p>\n<\/td>\n

\n

Edward B. Ruggiero <\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Title: <\/p>\n<\/td>\n

\n

Senior Vice President and Treasurer <\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\nHistoric TW Inc.<\/strong><\/p>\n

, as Note Guarantor<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By: <\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Name: <\/p>\n<\/td>\n

\n

Edward B. Ruggiero <\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Title: <\/p>\n<\/td>\n

\n

Senior Vice President and Treasurer <\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\nHome Box Office, Inc.<\/strong><\/p>\n

, as Supplemental Guarantor<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By: <\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Name: <\/p>\n<\/td>\n

\n

Edward B. Ruggiero <\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Title: <\/p>\n<\/td>\n

\n

Senior Vice President and Assistant Treasurer <\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\nTurner Broadcasting System, Inc.<\/strong><\/p>\n

, as Supplemental
\nGuarantor<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By: <\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Name: <\/p>\n<\/td>\n

\n

Edward B. Ruggiero <\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Title: <\/p>\n<\/td>\n

\n

Senior Vice President and Assistant Treasurer <\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n[<\/strong>]<\/strong><\/p>\n

, as Dealer<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By: <\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Name: <\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Title: <\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

13<\/p>\n

\n<\/p>\n

ADDENDUM<\/p>\n\n\n\n\n\n
\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

The dealers referred to in clause (b) of Section 1.2 of the Agreement are:
\n[<\/strong>]<\/strong>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

2.<\/p>\n<\/td>\n

<\/td>\n\n

The addresses of the respective parties for purposes of notices under
\nSection 7.1 are as follows:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
For the Issuer<\/strong><\/p>\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Address:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Time Warner Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

One Time Warner Center<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

New York, NY 10019<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Attention: Treasurer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Telephone: (212) 484-8378<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

With a copy to the same address:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Attention: Assistant Treasurer, Treasury Operations<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Telephone: (212) 484-8378<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
For the Guarantors<\/strong><\/p>\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Address:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Historic TW Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

One Time Warner Center<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

New York, NY 10019<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Attention: Treasurer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Telephone: (212) 484-8378<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

With a copy to the same address:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Attention: Assistant Treasurer, Treasury Operations<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Telephone: (212) 484-8378<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Address:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Home Box Office, Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

1100 Avenue of the Americas<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

New York, NY 10036<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Attention: Assistant Treasurer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Telephone number: (212) 484-8378<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

With a copy to Time Warner at its address set forth above.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Address:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Turner Broadcasting System, Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

One CNN Center<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Atlanta, GA 30303<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Attention: Assistant Treasurer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Telephone number: (212) 484-8378<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

With a copy to Time Warner at its address set forth above.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

14<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
For the Dealer:<\/strong><\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Address: [<\/strong>]<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Telephone number: [<\/strong>]<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Fax number: [<\/strong>]<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

15<\/p>\n

\n<\/p>\n

EXHIBIT A<\/strong><\/p>\n

FORM OF LEGEND FOR
\nPRIVATE PLACEMENT MEMORANDUM AND NOTES THE NOTES AND THE GUARANTEES OFFERED
\nHEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
\n(THE “ACT”), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES
\nTHEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE
\nREGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
\nBY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT IT
\nHAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE ISSUER
\nAND THE NOTES AND THE GUARANTEES AND THE GUARANTORS, THAT IT IS NOT ACQUIRING
\nSUCH NOTE WITH A VIEW TO ANY DISTRIBUTION THEREOF AND THAT IT IS EITHER (A) AN
\nINSTITUTIONAL INVESTOR OR HIGHLY SOPHISTICATED INDIVIDUAL INVESTOR THAT IS AN
\nACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE ACT AND WHICH,
\nIN THE CASE OF AN INDIVIDUAL, (i) POSSESSES SUCH KNOWLEDGE AND EXPERIENCE IN
\nFINANCIAL AND BUSINESS MATTERS THAT HE OR SHE IS CAPABLE OF EVALUATING AND
\nBEARING THE ECONOMIC RISK OF AN INVESTMENT IN THE NOTES AND (ii) HAS NOT LESS
\nTHAN $5 MILLION IN INVESTMENTS (AS DEFINED, FOR PURPOSES OF THIS PARAGRAPH, IN
\nRULE 2A51-1 UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) (AN
\n“INSTITUTIONAL ACCREDITED INVESTOR” OR “SOPHISTICATED INDIVIDUAL ACCREDITED
\nINVESTOR”, RESPECTIVELY) AND THAT EITHER IS PURCHASING NOTES FOR ITS OWN
\nACCOUNT, IS A U.S. BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A SAVINGS
\nAND LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION 3(a)(5)(A) OF
\nTHE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR IS A FIDUCIARY OR
\nAGENT (OTHER THAN SUCH A BANK OR SAVINGS AND LOAN ASSOCIATION OR OTHER
\nINSTITUTION) PURCHASING NOTES FOR ONE OR MORE ACCOUNTS EACH OF WHICH IS SUCH AN
\nINSTITUTIONAL ACCREDITED INVESTOR OR SOPHISTICATED INDIVIDUAL ACCREDITED
\nINVESTOR (i) WHICH ITSELF POSSESSES SUCH KNOWLEDGE AND EXPERIENCE OR (ii) WITH
\nRESPECT TO WHICH SUCH PURCHASER HAS SOLE INVESTMENT DISCRETION; OR (B) A
\nQUALIFIED INSTITUTIONAL BUYER (“QIB”) WITHIN THE MEANING OF RULE 144A UNDER THE
\nACT WHICH IS ACQUIRING NOTES FOR ITS OWN ACCOUNT OR FOR ONE OR MORE ACCOUNTS,
\nEACH OF WHICH IS A QIB AND WITH RESPECT TO EACH OF WHICH THE PURCHASER HAS SOLE
\nINVESTMENT DISCRETION; AND THE PURCHASER ACKNOWLEDGES THAT IT IS AWARE THAT THE
\nSELLER MAY RELY UPON THE EXEMPTION FROM THE REGISTRATION PROVISIONS OF SECTION 5
\nOF THE ACT PROVIDED BY RULE 144A. BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER
\nTHEREOF SHALL ALSO BE DEEMED TO AGREE THAT ANY RESALE OR OTHER TRANSFER THEREOF
\nWILL BE MADE ONLY (A) IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE ACT,
\nEITHER (i) TO THE ISSUER OR TO __________________________ OR ANOTHER PERSON
\nDESIGNATED BY THE ISSUER AS A PLACEMENT AGENT FOR THE NOTES (COLLECTIVELY, THE
\n“PLACEMENT AGENTS”), NONE OF WHICH SHALL HAVE ANY OBLIGATION TO ACQUIRE SUCH
\nNOTE, (ii) THROUGH A PLACEMENT AGENT TO AN INSTITUTIONAL ACCREDITED INVESTOR OR
\nSOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR OR A QIB BY A PLACEMENT AGENT OR
\n(iii) TO A QIB IN A TRANSACTION THAT MEETS THE REQUIREMENTS OF RULE 144A AND
\n(B) IN MINIMUM AMOUNTS OF $250,000.<\/p>\n

16<\/p>\n

\n<\/p>\n

EXHIBIT B<\/strong><\/p>\n

FURTHER PROVISIONS RELATING
\nTO INDEMNIFICATION (a) The Issuer and the Guarantors, jointly and severally
\nagree to reimburse each Indemnitee for all expenses (including reasonable fees
\nand disbursements of external counsel) as they are incurred by it in connection
\nwith investigating or defending any loss, claim, damage, liability or action in
\nrespect of which indemnification may be sought under Section 5 of the Agreement
\n(whether or not it is a party to any such proceedings). (b) Promptly after
\nreceipt by an Indemnitee of notice of the existence of a Claim, such Indemnitee
\nwill, if a claim in respect thereof is to be made against the Issuer or any
\nGuarantor, notify the Issuer and such Guarantor in writing of the existence
\nthereof; provided that (i) the omission so to notify either or both the Issuer
\nor such Guarantor will not relieve either of them from any liability which it
\nmay have hereunder unless and except to the extent it did not otherwise learn of
\nsuch Claim and such failure results in the forfeiture by each of them of
\nsubstantial rights and defenses and (ii) the omission so to notify the Issuer or
\nsuch Guarantor will not relieve it from liability which it may have to an
\nIndemnitee otherwise than on account of this indemnity agreement. In case any
\nsuch Claim is made against any Indemnitee and it notifies the Issuer and the
\nGuarantors of the existence thereof, the Issuer and the Guarantors will be
\nentitled to participate therein, and to the extent that any of them may elect by
\nwritten notice delivered to the Indemnitee, to assume the defense thereof, with
\ncounsel reasonably satisfactory to such Indemnitee; provided that if the
\ndefendants in any such Claim include both the Indemnitee and the Issuer or any
\nGuarantor and the Indemnitee shall have concluded that there may be legal
\ndefenses available to it which are different from or additional to those
\navailable to the Issuer or such Guarantor(s), neither the Issuer nor such
\nGuarantor(s) shall have the right to direct the defense of such Claim on behalf
\nof such Indemnitee, and the Indemnitee shall have the right to select separate
\ncounsel reasonably satisfactory to the Issuer to assert such legal defenses on
\nbehalf of such Indemnitee. Upon receipt of notice from the Issuer or a Guarantor
\nto such Indemnitee of the election of the Issuer or such Guarantor(s) so to
\nassume the defense of such Claim and approval by the Indemnitee of counsel, the
\nIssuer and such Guarantor(s) will not be liable to such Indemnitee for expenses
\nincurred thereafter by the Indemnitee in connection with the defense thereof
\n(other than reasonable costs of investigation) unless (i) the Indemnitee shall
\nhave employed separate counsel in connection with the assertion of legal
\ndefenses in accordance with the proviso to the next preceding sentence (it being
\nunderstood, however, that the Issuer and the Guarantors shall not be liable for
\nthe expenses of more than one separate counsel (in addition to any local counsel
\nin the jurisdiction in which any Claim is brought), approved by the Dealer,
\nrepresenting the Indemnitee who is party to such Claim), (ii) the Issuer or such
\nGuarantor(s) shall not have employed counsel reasonably satisfactory to the
\nIndemnitee to represent the Indemnitee within a reasonable time after notice of
\nexistence of the Claim or (iii) the Issuer or any Guarantor has authorized in
\nwriting the employment of counsel for the Indemnitee. The indemnity,
\nreimbursement and contribution obligations of the Issuer and the Guarantors
\nhereunder shall be in addition to any other liability the Issuer and the
\nGuarantors may otherwise have to an Indemnitee and shall be binding upon and
\ninure to the benefit of any successors, assigns, heirs and personal
\nrepresentatives of the Issuer, the Guarantors and any Indemnitee. The Issuer and
\neach Guarantor agrees that without the Dealer’s prior written consent it will
\nnot settle, compromise or consent to the entry of any judgment in any Claim in
\nrespect of which any Indemnitee is or could have been a party and
\nindemnification may be sought under the indemnification provision of the
\nAgreement, unless such settlement, compromise or consent (i) includes an
\nunconditional release of each Indemnitee from all liability arising out of such
\nClaim and (ii) does not include a statement as to or an admission of fault,
\nculpability or failure to act, buy or on behalf of any Indemnitee; provided,
\nthat if the conditions set forth in clauses (i) and (ii) are satisfied, the
\nDealer shall not unreasonably without or delay its consent to a settlement,
\ncompromise or consent to the entry of a judgment in respect of such a Claim.\n<\/p>\n

17<\/p>\n

\n<\/p>\n

EXHIBIT C<\/strong>FORM OF
\nGUARANTEE<\/strong>GUARANTEE<\/strong><\/p>\n

, dated as of February 16, 2011 (this “Guarantee”), of HISTORIC TW INC., a
\nDelaware corporation (the “Note Guarantor”). The Note Guarantor, for value
\nreceived, hereby irrevocably guarantees payment in full, as and when the same
\nbecomes due and payable, of the principal of and interest, if any, on the
\npromissory notes (the “Notes”) issued by TIME WARNER INC., a Delaware
\ncorporation (the “Company”), from time to time pursuant to the Issuing and
\nPaying Agency Agreement, dated as of February 16, 2011, as the same may be
\namended, supplemented or modified from time to time (the “Agreement”), among the
\nCompany, the Note Guarantor and JPMorgan Chase Bank, National Association
\n(“JPMorgan”) in the form of (i) certificated notes or (ii) book-entry
\nobligations evidenced by a master note payable to The Depository Trust Company
\nor its nominee. The Note Guarantor’s obligations under this Guarantee shall be
\nunconditional, irrespective of the validity or enforceability of any provision
\nof the Agreement or the Notes. This Guarantee is a guaranty of the due and
\npunctual payment (and not collectibility) of all obligations of the Company in
\nrespect of the Notes and, unless the Note Guarantor is released from its
\nobligations hereunder as provided below, shall remain in full force and effect
\nuntil all amounts have been validly, finally and irrevocably paid in full, and
\nshall not be affected in any way by any circumstance or condition whatsoever,
\nincluding without limitation (a) the absence of any action to obtain such
\namounts from the Company, (b) any variation, extension, waiver, compromise or
\nrelease of any or all of the obligations of the Company under the Agreement or
\nthe Notes or of any collateral security therefor or (c) any change in the
\nexistence or structure of, or the bankruptcy or insolvency of, the Company or by
\nany other circumstance (other than by complete, irrevocable payment) that might
\notherwise constitute a legal or equitable discharge or defense of a guarantor.
\nThe Note Guarantor waives all requirements as to promptness, diligence,
\npresentment, demand for payment, protest and notice of any kind with respect to
\nthe Agreement and the Notes. Any term or provision of this Guarantee to the
\ncontrary notwithstanding, the maximum aggregate amount of the Note Guarantor’s
\nobligations hereunder shall not exceed the maximum amount that can be hereby
\nguaranteed without rendering this Guarantee voidable under applicable law
\nrelating to fraudulent conveyance or fraudulent transfer or similar laws
\naffecting the rights of creditors generally. Any term or provision of this
\nGuarantee to the contrary notwithstanding, the Note Guarantor shall be
\nautomatically released from its obligations under this Guarantee, and the
\nguaranty of the Note Guarantor shall be automatically released, upon receipt by
\nJPMorgan of a certificate of a Responsible Officer of the Company certifying
\nthat the Note Guarantor has no outstanding Indebtedness for Borrowed Money as of
\nthe date of such certificate, other than any other guarantee of Indebtedness for
\nBorrowed Money that will be released concurrently with the release of this
\nGuarantee. Capitalized terms used in this paragraph but not defined herein have
\nthe meaning assigned to them in the Credit Agreement, dated as of January 19,
\n2011 among the Company, Time Warner International Finance Limited, the lenders
\nparty thereto and Citibank, N.A., as Administrative Agent). This Guarantee
\nshall remain in full force and effect or shall be reinstated (as the case may
\nbe) if at any time any payment of the Company, in whole or in part, is rescinded
\nor must otherwise be returned by the holder upon the insolvency, bankruptcy or
\nreorganization of the Company or otherwise, all as though such payment had not
\nbeen made; provided that this Guarantee shall not be so reinstated if released
\nas provided above. This Guarantee shall be governed by and construed in
\naccordance with the law of the State of New York.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

HISTORIC TW INC.<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By: <\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

18<\/p>\n

\n<\/p>\n

EXHIBIT D<\/strong>FORM OF SUPPLEMENTAL
\nGUARANTEE<\/strong>SUPPLEMENTAL GUARANTEE<\/strong><\/p>\n

, dated as of February 16, 2011 (this “Supplemental Guarantee”), of
\n[Name of Supplemental Guarantor]<\/strong>, a corporation organized under
\nthe laws of ___________ (the “Supplemental Guarantor”). The Supplemental
\nGuarantor, for value received, hereby irrevocably guarantees the full payment of
\nall monetary obligations of Historic TW Inc., a Delaware corporation (“HTW”),
\nunder the Guarantee (the “HTW Guarantee”) dated the date hereof given by HTW
\nwith respect to the payment of principal and interest on promissory notes the
\n(“Notes”) issued by Time Warner Inc., a Delaware corporation (the “Issuer”),
\nfrom time to time pursuant to the Issuing and Paying Agency Agreement, dated as
\nof February 16, 2011, as the same may be amended, supplemented or modified from
\ntime to time (the “Agreement”), among the Issuer, HTW and JPMorgan Chase Bank,
\nNational Association (“JPMorgan”), in the form of (i) certificated notes or
\n(ii) book-entry obligations evidenced by a master note payable to The Depository
\nTrust Company or its nominee, as and when the same becomes due and payable. The
\nSupplemental Guarantor’s obligations under this Supplemental Guarantee shall be
\nunconditional, irrespective of the validity or enforceability of any provision
\nof the Agreement, the Notes or the HTW Guarantee. This Supplemental
\nGuarantee is a guaranty of the due and punctual payment (and not collectibility)
\nof all obligations of HTW in respect of the HTW Guarantee and, unless the
\nSupplemental Guarantor is released from its obligations hereunder as provided
\nbelow, shall remain in full force and effect until all amounts have been
\nvalidly, finally and irrevocably paid in full, and shall not be affected in any
\nway by any circumstance or condition whatsoever, including without limitation
\n(a) the absence of any action to obtain such amounts from HTW or the Issuer,
\n(b) any variation, extension, waiver, compromise or release of any or all of the
\nobligations of HTW under the HTW Guarantee or the Issuer under the Agreement or
\nthe Notes or of any collateral security therefor, or (c) any change in the
\nexistence or structure of, or the bankruptcy or insolvency of, HTW or the Issuer
\nor by any other circumstance (other than by complete, irrevocable payment) that
\nmight otherwise constitute a legal or equitable discharge or defense of a
\nguarantor. The Supplemental Guarantor waives all requirements as to promptness,
\ndiligence, presentment, demand for payment, protest and notice of any kind with
\nrespect to the HTW Guarantee, the Agreement or the Notes. Any term or
\nprovision of this Supplemental Guarantee to the contrary notwithstanding, the
\nmaximum aggregate amount of the Supplemental Guarantor’s obligations hereunder
\nshall not exceed the maximum amount that can be hereby guaranteed without
\nrendering this Supplemental Guarantee voidable under applicable law relating to
\nfraudulent conveyance or fraudulent transfer or similar laws affecting the
\nrights of creditors generally. Any term or provision of this Supplemental
\nGuarantee to the contrary notwithstanding, the Supplemental Guarantor shall be
\nautomatically released from its obligations under this Supplemental Guarantee,
\nand the guaranty of the Supplemental Guarantor shall be automatically released,
\nupon receipt by JPMorgan of a certificate of a Responsible Officer of the
\nCompany certifying that the Supplemental Guarantor has no outstanding
\nIndebtedness for Borrowed Money as of the date of such certificate, other than
\nany other guarantee of Indebtedness for Borrowed Money that will be released
\nconcurrently with the release of this Supplemental Guarantee. Capitalized terms
\nused used in this paragraph but not defined herein have the meaning assigned to
\nthem in the Credit Agreement, dated as of January 19, 2011 among the Company,
\nTime Warner International Finance Limited, the lenders party thereto and
\nCitibank, N.A., as Administrative Agent). This Supplemental Guarantee shall
\nremain in full force and effect or shall be reinstated (as the case may be) if
\nat any time any payment of HTW, in whole or in part, is rescinded or must
\notherwise be returned by the holder upon the insolvency, bankruptcy or
\nreorganization of HTW or otherwise, all as though such<\/p>\n

19<\/p>\n

\n<\/p>\n

payment had not been made; provided that this Supplemental Guarantee shall
\nnot be so reinstated if released as provided above. This Supplemental
\nGuarantee shall be governed by and construed in accordance with the law of the
\nState of New York.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

[NAME OF SUPPLEMENTAL GUARANTOR]<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By: <\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n
\n
\n
\n
\n
\n
\n
\n
\n
\n
\n
\n
\n
\n
\n
\n
\n
\n
\n

20<\/p>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6713],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9560,9569],"class_list":["post-41031","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aol-time-warner-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-finance","corporate_contracts_types-finance__notpur"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41031","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41031"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41031"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41031"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41031"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}