UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 18, 2006
TIME WARNER INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-15062 13-4099534
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
One Time Warner Center, New York, New York 10019
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(Address of Principal Executive Offices) (Zip Code)
212-484-8000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
TWE Indenture
On October 18, 2006, Time Warner Cable Inc. ("TWC"), a subsidiary of Time Warner
Inc. (the "Company" or "Time Warner"), together with Time Warner Entertainment
Company, L.P. ("TWE"), TW NY Cable Holding Inc. ("TWNYCH"), certain other
subsidiaries of the Company and The Bank of New York, as Trustee, entered into
the Tenth Supplemental Indenture to the Indenture, dated as of April 30, 1992,
among TWE, TWC, certain other subsidiaries of the Company and The Bank of New
York, as Trustee (as amended through October 18, 2006, the "TWE Indenture"). A
total of $3.2 billion aggregate principal amount of debt securities are
currently outstanding under the TWE Indenture (collectively, the "TWE Bonds").
Pursuant to the Tenth Supplemental Indenture, TWNYCH fully, unconditionally and
irrevocably guaranteed the payment of principal and interest on the TWE Bonds.
In addition, pursuant to the Ninth Supplemental Indenture, dated as of November
1, 2004, among TWE, TWC, certain other subsidiaries of the Company and The Bank
of New York, as Trustee, Time Warner NY Cable LLC ("TWNY"), a subsidiary of TWC,
agreed to waive, for so long as it remained a general partner of TWE, the
benefit of certain provisions in the TWE Indenture that provided that it would
not have any liability for the TWE Bonds as a general partner of TWE (the "TWNY
Waiver"). On October 18, 2006, TWNY contributed all of its general partnership
interests in TWE to TWE GP Holdings LLC, its wholly owned subsidiary, and as a
result, the TWNY Waiver, by its terms, ceased to be in effect.
TWC Credit Facilities
On October 18, 2006, TWNYCH executed and delivered unconditional guaranties of
the obligations of TWC under TWC's $6.0 billion senior unsecured revolving
credit facility and two $4.0 billion term loan facilities (collectively, the
"TWC Credit Facilities") in substantially the form of the existing primary
guaranties attached thereto. In addition, contemporaneously with the termination
of the TWNY Waiver, TWNY was released from its guaranties of the obligations of
TWC under the TWC Credit Facilities in accordance with the terms of the TWC
Credit Facilities. The Company expects that TWC will implement the same guaranty
structure with respect to its commercial paper program.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
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4.1 Tenth Supplemental Indenture, dated as of October 18, 2006, among Historic
TW Inc., TWE, TWC, TWNYCH, TWNY, American Television and Communications
Corporation, Warner Communications Inc. and The Bank of New York, as
Trustee.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TIME WARNER INC.
By: /s/ James W. Barge
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Name: James W. Barge
Title: Senior Vice President
and Controller
Date: October 18, 2006
Exhibit Index
Exhibit Description
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4.1 Tenth Supplemental Indenture, dated as of October 18, 2006, among Historic
TW Inc., TWE, TWC, TWNYCH, TWNY, American Television and Communications
Corporation, Warner Communications Inc. and The Bank of New York, as
Trustee.