Amendment and Restatement Agreement, dated as of December 14, 2012



 Exhibit 10.1 
 EXECUTION VERSION 
 AMENDMENT AND RESTATEMENT AGREEMENT, dated as
of December 14, 2012 (this “Agreement”), relating to the CREDIT AGREEMENT, dated as of January 19, 2011, as amended by the First Amendment, dated as of September 27, 2011 (the “Existing Credit
Agreement”), among TIME WARNER INC., a Delaware corporation, TIME WARNER INTERNATIONAL FINANCE LIMITED, a company organized under the laws of England and Wales, the several banks and other financial institutions from time to time party
thereto (the “Lenders”), and CITIBANK, N.A., as administrative agent (the “Administrative Agent”). 
 WHEREAS, the Lenders have agreed to extend credit to the Borrowers under the Existing Credit Agreement on the terms and subject to the conditions set forth therein; 

WHEREAS, the Borrowers have requested that the Lenders agree to amend and restate the Existing Credit Agreement in order to
(a) extend the maturity of the Four-Year Revolving Loans and the expiration of the Four-Year Revolving Commitments and (b) clarify that the proceeds from the facilities will be used for working capital needs and other general corporate
purposes; and 
 WHEREAS, the Lenders are willing to amend and restate the Existing Credit Agreement on the terms and subject to
the conditions set forth herein; 
 NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good
and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein (including in the preamble and the recitals hereto) have the meanings assigned to them in the Existing Credit
Agreement. 
 SECTION 2. Amendment and Restatement of Existing Credit Agreement. (a) Effective as of the Restatement
Effective Date (as defined below), (i) the Existing Credit Agreement is hereby amended and restated in the form of Exhibit A hereto (the Existing Credit Agreement, as so amended and restated, being referred to as the “Restated Credit
Agreement”), (ii) Exhibit A to the Existing Credit Agreement is hereby amended and restated in the form of Exhibit A attached to the Restated Credit Agreement and (iii) Schedule 2.01 to the Existing Credit Agreement is hereby
amended and restated in the form of Schedule 2.01 attached to the Restated Credit Agreement. 
 (b) Except as expressly set
forth above and therein, all Schedules and Exhibits to the Existing Credit Agreement will continue in their present forms as Schedules and Exhibits to the Restated Credit Agreement. 

  
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 SECTION 3. Representations and Warranties. Each of the Borrowers hereby represents
and warrants that (i) this Agreement is within such Borrower’s corporate powers and has been duly authorized by all necessary corporate and, if required, stockholder action of such Borrower, (ii) this Agreement has been duly executed
and delivered by such Borrower, (iii) this Agreement constitutes a legal, valid and binding obligation of such Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other
laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, (iv) as of the date hereof, no Default or Event of Default has occurred and is
continuing and (v) the representations and warranties set forth in Article III of the Existing Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the date hereof, with the same effect
as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such
earlier date. 
 SECTION 4. Effectiveness. This Agreement and the amendment and restatement of the Existing Credit
Agreement in the form of the Restated Credit Agreement shall become effective as of the first date (the “Restatement Effective Date”) on which: 
 (a) the Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the authorized signatures of each Borrower and all the Lenders;

 (b) the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel
may reasonably request relating to the organization, existence and, where applicable, good standing of each Borrower and the authorization of this Agreement, in form and substance reasonably satisfactory to the Administrative Agent and its counsel;

 (c) the Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the
Lenders dated the Restatement Effective Date) of (i) Cravath, Swaine & Moore LLP, counsel for the Borrowers and (ii) Simpson Thacher & Bartlett LLP, in each case in form and substance reasonably satisfactory to the
Administrative Agent; 
 (d) the Administrative Agent shall have received an Acknowledgment and Consent, substantially in the
form of Annex I hereto, duly executed and delivered by each Guarantor; 
 (e) the Administrative Agent shall have received a
certificate from each Borrower, in form and substance reasonably satisfactory to the Administrative Agent, dated the Restatement Effective Date and signed by the president, a vice president, a financial officer or an equivalent officer of such
Borrower, confirming that on and as of the Restatement Effective Date (i) the representations and warranties of the Credit Parties set forth in the Credit Documents are true and correct in all material respects and (ii) no Default or Event
of Default has occurred or is continuing; and 

  
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 (f) the Administrative Agent shall have received, for the account of each Lender, a consent
fee in the amount of 0.075% of the amount of the 2017 Commitments (as defined in the Restated Credit Agreement) of such Lender as of the Restatement Effective Date. 
 Without limiting the generality of the provisions of Article VIII of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 4, each Lender
shall be deemed to have accepted, and to be satisfied with, each document or other matter required under this Section 4 unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Effective Date
specifying its objections thereto. 
 SECTION 5. Costs and Expenses. The Borrowers shall pay all reasonable out-of-pocket
costs and expenses incurred by the Administrative Agent in connection with this Agreement. 
 SECTION 6. Effect of this
Agreement. (a) Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the
Existing Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Credit
Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of
the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Credit Document in similar or different circumstances. 
 (b) Each Credit Party agrees that all of its obligations, liabilities and indebtedness under each Credit Document, including guarantee obligations, shall remain in full force and effect, in accordance
with applicable law, on a continuous basis after giving effect to this Agreement. 
 (c) On and after the Restatement Effective
Date, each reference to the Existing Credit Agreement in any other Credit Document shall be deemed to be a reference to the Restated Credit Agreement. 
 SECTION 7. Interpretation. This Agreement shall constitute a Credit Document for the purposes of the Restated Credit Agreement and the other Credit Documents. 

SECTION 8. Governing Law; Jurisdiction; Consent to Service of Process. 

(a) This Agreement shall be construed in accordance with and governed by the law of the State of New York. 

  
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 (b) Each party to this Agreement hereby irrevocably and unconditionally submits, for itself
and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to the Credit Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or
proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 
 (c) Each party to this
Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement in any court referred to in paragraph (b) of this Section 8. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such
action or proceeding in any such court. 
 (d) Each party to this Agreement irrevocably consents to service of process in the
manner provided for notices in Section 9.01 of the Existing Credit Agreement. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 

SECTION 9. Miscellaneous. Sections 9.01, 9.04(a), 9.05, 9.06, 9.07, 9.10, 9.11 and 9.13 of the Existing Credit Agreement shall be
applicable to this Agreement as though set forth herein, mutatis mutandis. 
 [Signature page follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective authorized officers as of the date first above written. 
  

					
	 TIME WARNER INC., 

as Borrower

		
	By:	 	 /s/ Edward B. Ruggiero

		 	Name:	 	Edward B. Ruggiero
		 	Title:	 	Senior Vice President and Treasurer
	
	 TIME WARNER INTERNATIONAL FINANCE LIMITED, 
 as Borrower

		
	By:	 	 /s/ Stephen N. Kapner

		 	Name:	 	Stephen N. Kapner
		 	Title:	 	Director



  
 [Signature
Page to Amendment and Restatement Agreement] 








 
					
	 CITIBANK, N.A., 

as Administrative Agent and as a Lender,

		
	By:	 	 /s/ Carolyn Kee

		 	Name:	 	Carolyn Kee
		 	Title:	 	Vice President



  
 [Signature
Page to Amendment and Restatement Agreement] 








 
					
	 BANK OF AMERICA, N.A., 
 as a Lender,

		
	By:	 	 /s/ Christopher T. Ray

		 	Name:	 	Christopher T. Ray
		 	Title:	 	Director



  
 [Signature
Page to Amendment and Restatement Agreement] 








 
					
	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
 as a Lender,

		
	By:	 	 /s/ Jose Carlos

		 	Name:	 	Jose Carlos
		 	Title:	 	Director



  
 [Signature
Page to Amendment and Restatement Agreement] 








 
					
	 BARCLAYS BANK PLC, 

as a Lender,

		
	By:	 	 /s/ Ronnie Glenn

		 	Name:	 	Ronnie Glenn
		 	Title:	 	Vice President



  
 [Signature
Page to Amendment and Restatement Agreement] 








 
					
	 BNP PARIBAS, 
 as a
Lender,

		
	By:	 	 /s/ Gregory Paul

		 	Name:	 	Gregory Paul
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Maria Mulic

		 	Name:	 	Maria Mulic
		 	Title:	 	Vice President



  
 [Signature
Page to Amendment and Restatement Agreement] 








 
					
	 DEUTSCHE BANK AG NEW YORK BRANCH, 
 as a Lender,

		
	By:	 	 /s/ Virginia Cosenza

		 	Name:	 	Virginia Cosenza
		 	Title:	 	Vice President
		
	By:	 	 /s/ Ming K. Clu

		 	Name:	 	Ming K. Clu
		 	Title:	 	Vice President



  
 [Signature
Page to Amendment and Restatement Agreement] 








 
					
	 JPMORGAN CHASE BANK, N.A., 
 as a Lender,

		
	By:	 	 /s/ Tina Ruyter

		 	Name:	 	Tina Ruyta
		 	Title:	 	Authorized Signatory



  
 [Signature
Page to Amendment and Restatement Agreement] 








 
					
	 THE ROYAL BANK OF SCOTLAND PLC, 
 as a Lender,

		
	By:	 	 /s/ Alex Daw

		 	Name:	 	Alex Daw
		 	Title:	 	Director



  
 [Signature
Page to Amendment and Restatement Agreement] 








 
					
	 WELLS FARGO BANK, N.A., 
 as a Lender,

		
	By:	 	 /s/ David Mallett

		 	Name:	 	David Mallett
		 	Title:	 	Managing Director



  
 [Signature
Page to Amendment and Restatement Agreement] 








 
					
	 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, 
 as a Lender,

		
	By:	 	 /s/ Mischa Zabotin

		 	Name:	 	Mischa Zabotin
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Kestrina Budina

		 	Name:	 	Kestrina Budina
		 	Title:	 	Director



  
 [Signature
Page to Amendment and Restatement Agreement] 








 
					
	 MIZUHO CORPORATE BANK LTD., 
 as a Lender,

		
	By:	 	 /s/ Raymond Ventura

		 	Name:	 	Raymond Ventura
		 	Title:	 	Deputy General Manager



  
 [Signature
Page to Amendment and Restatement Agreement] 








 
					
	 SOVEREIGN BANK, 

as a Lender,

		
	By:	 	 /s/ William Maag

		 	Name:	 	William Maag
		 	Title:	 	Senior Vice President



  
 [Signature
Page to Amendment and Restatement Agreement] 








 
					
	 SUMITOMO MITSUI BANKING CORP., 
 as a Lender,

		
	By:	 	 /s/ David W. Kee

		 	Name:	 	David W. Kee
		 	Title:	 	Managing Director



  
 [Signature
Page to Amendment and Restatement Agreement] 








 
					
	 UBS LOAN FINANCE LLC, 
 as a Lender,

		
	By:	 	 /s/ Lana Gifas

		 	Name:	 	Lana Gifas
		 	Title:	 	Director
		
	By:	 	 /s/ Joselin Fernandes

		 	Name:	 	Joselin Fernandes
		 	Title:	 	Associate Director



  
 [Signature
Page to Amendment and Restatement Agreement] 








 
					
	 GOLDMAN SACHS BANK USA, 
 as a Lender,

		
	By:	 	 /s/ Mark Walton

		 	Name:	 	Mark Walton
		 	Title:	 	Authorized Signatory



  
 [Signature
Page to Amendment and Restatement Agreement] 








 
					
	 THE BANK OF NOVA SCOTIA, 
 as a Lender,

		
	By:	 	 /s/ David Schwartzbard

		 	Name:	 	David Schwartzbard
		 	Title:	 	Director



  
 [Signature
Page to Amendment and Restatement Agreement] 








 
					
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, 
 as a Lender,

		
	By:	 	 /s/ Judith E. Smith

		 	Name:	 	Judith E. Smith
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Tyler R. Smith

		 	Name:	 	Tyler R. Smith
		 	Title:	 	Associate



  
 [Signature
Page to Amendment and Restatement Agreement] 








 
					
	 MORGAN STANLEY BANK, N.A., 
 as a Lender,

		
	By:	 	 /s/ Kelly Chin

		 	Name:	 	Kelly Chin
		 	Title:	 	Authorized Signatory



  
 [Signature
Page to Amendment and Restatement Agreement] 








 
					
	 THE BANK OF NEW YORK MELLON, 
 as a Lender,

		
	By:	 	 /s/ Thomas J. Tarasovich

		 	Name:	 	Thomas J. Tarasovich
		 	Title:	 	Vice President



  
 [Signature
Page to Amendment and Restatement Agreement] 








 
					
	 LLOYDS TSB BANK PLC, 
 as a Lender,

		
	By:	 	 /s/ Stephen Giacolone

		 	Name:	 	Stephen Giacolone
		 	Title:	 	Assistant Vice President – G011
		
	By:	 	 /s/ Dennis McClellan

		 	Name:	 	Dennis McClellan
		 	Title:	 	Assistant Vice President – M040



  
 [Signature
Page to Amendment and Restatement Agreement] 








 ANNEX I TO 
 AMENDMENT AND RESTATEMENT AGREEMENT 
 ACKNOWLEDGMENT AND CONSENT 

Reference is made to the AMENDMENT AND RESTATEMENT AGREEMENT (the “Restatement Agreement”), dated as of
December 14, 2012, relating to the CREDIT AGREEMENT dated as of January 19, 2011, as amended by the First Amendment dated as of September 27, 2011 (the “Existing Credit Agreement”), by and among TIME WARNER INC., a
Delaware corporation, TIME WARNER INTERNATIONAL FINANCE LIMITED, a company organized under the laws of England and Wales, the several banks and other financial institutions from time to time party thereto (the “Lenders”), and
CITIBANK, N.A., as administrative agent (the “Administrative Agent”). Unless otherwise defined herein, capitalized terms used herein and defined in the Existing Credit Agreement are used herein as therein defined. 

Each of the undersigned parties to the Guarantee hereby (a) consents to the transactions contemplated by the Restatement Agreement
and (b) acknowledges and agrees that the guarantees made by such party contained in the Guarantee are, and shall remain, in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to the Restatement
Agreement. 







 IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgment and Consent to be
duly executed and delivered by their respective proper and duly authorized officers as of the date first written above. 
  

			
	 TIME WARNER INC.,

as Guarantor

		
	By:	 	  

		 	Name:
		 	Title:
	
	 HISTORIC TW INC.,

as Guarantor

		
	By:	 	  

		 	Name:
		 	Title:
	
	 TURNER BROADCASTING SYSTEM, INC.,
 as Guarantor

		
	By:	 	  

		 	Name:
		 	Title:
	
	 HOME BOX OFFICE, INC.,
 as Guarantor

		
	By:	 	  

		 	Name:
		 	Title: