On April 6, 2009, Time Warner Inc. ("Time Warner") commenced a consent solicitation (the "Consent Solicitation") to amend certain provisions of the Indentures (as defined below) governing outstanding debt securities of Time Warner and certain of its subsidiaries. A total of approximately $12.3 billion aggregate principal amount of debt securities are currently outstanding under the Indentures.

The requisite consents in connection with the Consent Solicitation were received. Accordingly, on April 16, 2009, Time Warner, Historic TW Inc. (including in its capacity as successor to Time Warner Companies, Inc. ("TWCI")), a Delaware corporation ("HTW"), AOL LLC, a Delaware limited liability company ("AOL"), Turner Broadcasting System, Inc., a Georgia corporation ("TBS"), and The Bank of New York Mellon, as Trustee, executed and delivered the following five supplemental indentures (the "Supplemental Indentures"):

(a) First Supplemental Indenture to the Indenture dated as of April 19, 2001, among Time Warner as issuer, AOL, HTW (including in its capacity as successor to TWCI) and TBS as guarantors, and The Bank of New York Mellon, as Trustee (as amended and supplemented, the "2001 TWX Indenture");

(b) Second Supplemental Indenture to the Indenture dated as of June 1, 1998, among HTW as issuer, Time Warner, AOL, HTW (in its capacity as successor to TWCI) and TBS as guarantors, and The Bank of New York Mellon, as Trustee (as amended and supplemented, the "1998 HTW Indenture");

(c) Ninth Supplemental Indenture to the Indenture dated as of January 15, 1993, among HTW (in its capacity as successor to TWCI) as issuer, Time Warner, AOL, HTW (in its own capacity and not as successor to TWCI) and TBS as guarantors, and The Bank of New York Mellon, as Trustee (as amended and supplemented, the "1993 HTW Indenture");

(d) Sixth Supplemental Indenture to the Indenture dated as of October 15, 1992, among HTW (in its capacity as successor to TWCI) as issuer, Time Warner, AOL, HTW (in its own capacity and not as successor to TWCI) and TBS as guarantors, and The Bank of New York Mellon, as Trustee (as amended and supplemented, the "1992 HTW Indenture"); and

(e) Sixth Supplemental Indenture to the Indenture dated as of May 15, 1993, among TBS as issuer, Time Warner, AOL and HTW (including in its capacity as successor to TWCI) as guarantors, and The Bank of New York Mellon, as Trustee (as amended and supplemented, the "1993 TBS Indenture", and, together with the 2001 TWX Indenture, the 1998 HTW Indenture, the 1993 HTW Indenture and the 1992 HTW Indenture, the "Indentures").

The Supplemental Indentures amend the covenant in each Indenture that provides that none of the issuer or the guarantors under such Indenture shall convey or transfer its properties and assets substantially as an entirety to any person, unless certain conditions are met, including that the transferee assume the related guarantee. The Supplemental Indentures permit the conveyance or transfer by AOL of its properties and assets substantially as an entirety without compliance with such conditions (but subject to the concurrent or prior issuance of the HBO Guarantee, as discussed below), unless such disposition constitutes a conveyance or transfer of the properties and assets of the issuer and the guarantors (under the relevant Indenture) and their respective subsidiaries, when considered as a whole, substantially as an entirety. Such permitted conveyance or transfer by AOL will be subject to the concurrent or prior issuance of a guarantee by Time Warner's wholly owned subsidiary, Home Box Office, Inc. ("HBO"), of the full and punctual payment of all the monetary obligations and the full and punctual performance within applicable grace periods of all other obligations of HTW (including obligations to the Trustee) under the Indentures (the "HBO Guarantee"). The HBO Guarantee will be issued only in connection with a disposition by AOL of its properties and assets substantially as an entirety. Each of the Supplemental Indentures became effective on April 16, 2009. Copies of the Supplemental Indentures are attached hereto as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5.

The following securities are currently outstanding under the Indentures:

Debt Security Aggregate Principal Issuer/ Indenture Description CUSIP No. Amount Outstanding

 Historic TW Inc.*a 9.125% Debentures due  887315AK5          $1,000,000,000
 (1992 HTW          2013
 Indenture)


 Historic TW Inc.*  8.05% Debentures due   887315BA6          $150,000,000
 (1993 HTW          2016
 Indenture)         7.25% Debentures due   887315BJ7          $500,000,000
                    2017
                    9.15% Debentures due   887315AM1          $602,337,000
                    2023
                    7.57% Debentures due   887315BH1          $450,000,000
                    2024
                    6.85% Debentures due   887315BB4          $28,481,000
                    2026
                    6.95% Debentures due   887315BM0          $500,000,000
                    2028
                    8.30% Discount         887315AZ2          $200,000,0001
                    Debentures due 2036

 Historic TW Inc.   6.875% Debentures due  887315AY5          $600,000,000
 (1998 HTW          2018
 Indenture)         6.625% Debentures due  887315BN8          $1,000,000,000
                    2029

 Turner             8.375% Senior Notes    900262AR7          $300,000,000
 Broadcasting       due 2013
 System, Inc.
 (1993 TBS
 Indenture)


 Time Warner Inc.   6.75% Notes due 2011   00184AAB1          $1,000,000,000
 (2001 TWX          6.875% Notes due 2012  00184AAF2          $2,000,000,000
 Indenture)         7.625% Debentures due  00184AAC9          $2,000,000,000
                    2031
                    7.70% Debentures due   00184AAG0          $2,000,000,000
                    2032

* In its capacity as successor to TWCI. 1 The face value of this series of debentures is $200,000,000. As of April 2, 2009, the accreted principal amount outstanding of this series of debentures was approximately $106,306,000.

On April 16, 2009, Time Warner issued a press release announcing the completion of the Consent Solicitation. A copy of the press release is attached hereto as Exhibit 99.6.