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                                                               EXECUTION VERSION

                                    THIRD SUPPLEMENTAL INDENTURE (this "Third
                           Supplemental Indenture"), dated as of December 31,
                           1996, among TIME WARNER COMPANIES, INC. (formerly
                           known as Time Warner Inc.), a Delaware corporation
                           (the "Company"), TIME WARNER INC. (formerly known as
                           TW Inc.), a Delaware corporation (the "Guarantor"),
                           and THE CHASE MANHATTAN BANK (formerly known as
                           Chemical Bank), a New York banking corporation, as
                           trustee (the "Trustee").

                  WHEREAS the Company has executed and delivered to the Trustee
an Indenture (the "Indenture"), dated as of January 15, 1993, providing for the
issuance and sale by the Company from time to time of its senior debt securities
(the "Securities"), which term shall include any Securities issued under the
Indenture after the date hereof;

                  WHEREAS pursuant to an Amended and Restated Agreement and Plan
of Merger, dated as of September 22, 1995, as amended, among the Guarantor, the
Company, Turner Broadcasting System, Inc. ("TBS"), Time Warner Acquisition Corp.
and TW Acquisition Corp., each of the Company and TBS became wholly owned
subsidiaries of the Guarantor;

                  WHEREAS the Company and Guarantor have executed and delivered
to the Trustee a Second Supplemental Indenture, dated as of October 10, 1996,
among the Company, the Guarantor and the Trustee providing that the Guarantor
will unconditionally and irrevocably guarantee the full and punctual payment of
principal of and interest on the Securities when due, whether at maturity, by
acceleration, by redemption or otherwise, and all other monetary obligations of
the Company under the Indenture (including obligations of the Trustee) and the
Securities, and the full and punctual performance within applicable grace
periods of



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         all other obligations of the Company under the Indenture and the
         Securities;

                  WHEREAS Section 901(5) of the Indenture permits the Company,
when authorized by a resolution of the Board of Directors of the Company, and
the Trustee, at any time and from time to time, to enter into one or more
indentures supplemental to the Indenture, in form satisfactory to the Trustee,
for the purpose of adding to the rights of the Holders of the Securities;

                  WHEREAS the Guarantor desires to extend to the Holders of
Securities certain rights and privileges in connection with the guarantee of the
Securities by the Guarantor;

                  WHEREAS the Company and the Guarantor have requested that the
Trustee execute and deliver this Third Supplemental Indenture and all
requirements necessary to make this Third Supplemental Indenture a valid
instrument in accordance with its terms and to make the amendments provided for
herein the valid obligation of the Guarantor, and the execution and delivery of
this Third Supplemental Indenture has been duly authorized in all respects.

                  NOW THEREFORE, the Company, the Guarantor and the Trustee
hereby agree that the following Sections of this Third Supplemental Indenture
supplement the Indenture with respect to Securities issued thereunder:

                  SECTION 1. Definitions. Capitalized terms used herein and not
defined herein have the meanings ascribed to such terms in the Indenture.

                  SECTION 2. Amendment to Defeasance upon Deposit of Funds or
Government Obligations. Section 403 of Article 4 of the Indenture is hereby
supplemented and amended by adding the following sentence after clause (5) and
before



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the definition of "Discharged" in Section 403 of Article 4 of the Indenture:

                  "If the Company, at its option, with respect to a series of
          Securities, satisfies the applicable conditions pursuant to either
          clause (a) or (b) above, then (x), in the event the Company satisfies
          the conditions to clause (a) and elects clause (a) to be applicable,
          the Guarantor shall be deemed to have paid and discharged the entire
          indebtedness represented by, and obligations under, its guarantee of
          the Securities of such series and to have satisfied all the
          obligations under this Indenture relating to the Securities of such
          series and (y) in either case, the Guarantor shall cease to be under
          any obligation to comply with any term, provision or condition set
          forth in Article Eight (and any other covenants applicable to such
          Securities that are determined pursuant to Section 301 to be subject
          to this provision), and clause (5)(ii) of Section 501 (and any other
          Events of Default applicable to such series of Securities that are
          determined pursuant to Section 301 to be subject to this provision)
          shall be deemed not to be an Event of Default with respect to such
          series of Securities at any time thereafter."

                  SECTION 3. Amendments to the Events of Default and Remedies.
(a) Clause (5) of Section 501 of Article Five of the Indenture is hereby amended
by redesignating clause (5) as clause (5)(i) and by adding thereto at the end
thereof the following:

                  "; or (ii) default in the performance, or breach, of any
         covenant or warranty of the Guarantor in this Indenture (as it may be
         supplemented from time to time) in respect of the Securities of such
         series (other than a covenant or warranty in respect of the Securities
         of such series a default in the performance of which or



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         the breach of which is elsewhere in this Section specifically dealt
         with), all of such covenants and warranties in the Indenture (as so
         supplemented) which are not expressly stated to be for the benefit of a
         particular series of Securities being deemed in respect of the
         Securities of all series for this purpose, and continuance of such
         default or breach for a period of 90 days after there has been given,
         by registered or certified mail, to the Guarantor by the Trustee or to
         the Guarantor and the Trustee by the Holders of at least 25% in
         principal amount of the Outstanding Securities of such series, a
         written notice specifying such default or breach and requiring it to be
         remedied and stating that such notice is a "Notice of Default"
         hereunder; or".

                  (b) Clause (6) of Section 501 of Article Five of the Indenture
is hereby amended by redesignating clause (6) as clause (6)(i) and by adding
thereto at the end thereof the following:

                  "; or (ii) the entry of an order for relief against the
         Guarantor under Title 11, United States Code (the "Federal Bankruptcy
         Act") by a court having jurisdiction in the premises or a decree or
         order by a court having jurisdiction in the premises adjudging the
         Guarantor a bankrupt or insolvent under any other applicable Federal or
         State law, or the entry of a decree or order approving as properly
         filed a petition seeking reorganization, arrangement, adjustment or
         composition of or in respect of the Guarantor under the Federal
         Bankruptcy Act or any other applicable Federal or State law, or
         appointing a receiver, liquidator, assignee, trustee, sequestrator (or
         other similar official) of the Guarantor or of any substantial part of
         its property, or ordering the winding up or liquidation of its affairs,
         and the continuance of any such decree or order unstayed and in effect
         for a period of 90 consecutive days; or".



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                  (c) Clause (7) of Section 501 of Article Five of the Indenture
is hereby amended by redesignating clause (7) as clause (7)(i) and by adding
thereto at the end thereof the following:

                  "; or (ii) the consent by the Guarantor to the institution of
         bankruptcy or insolvency proceedings against it, or the filing by it of
         a petition or answer or consent seeking reorganization or relief under
         the Federal Bankruptcy Act or any other applicable Federal or State
         law, or the consent by it to the filing of any such petition or to the
         appointment of a receiver, liquidator, assignee, trustee, sequestrator
         (or other similar official) of the Guarantor or of any substantial part
         of its property, or the making by it of an assignment for the benefit
         of creditors, or the admission by it in writing of its inability to pay
         its debts generally as they become due, or the taking of corporate
         action by the Guarantor in furtherance of any such action; or".

                  SECTION 4. Amendments to Article Eight. (a) The introductory
clause and clause (1) of Section 801 of Article Eight of the Indenture is hereby
supplemented and amended to read in its entirety as follows:

                  "Section 801. Consolidation, Merger, Conveyance or Transfer on
         Certain Terms. Neither the Company nor the Guarantor shall consolidate
         with or merge into any other corporation or convey or transfer its
         properties and assets substantially as an entirety to any Person,
         unless:

                  (1)(a) In the case of the Company, the corporation formed by
         such consolidation or into which the Company is merged or the Person
         which acquires by conveyance or transfer the properties and assets of
         the Company substantially as an entirety shall be organized and


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         existing under the laws of the United States of America or any State or
         the District of Columbia, and shall expressly assume, by any indenture
         supplemental hereto, executed and delivered to the Trustee, in form
         satisfactory to the Trustee, the due and punctual payment of the
         principal of (and premium, if any) and interest on all the Securities
         and the performance of every covenant of this Indenture (as
         supplemented from time to time) on the part of the Company to be
         performed or observed; (b) in the case of the Guarantor, the
         corporation formed by such consolidation or into which the Guarantor is
         merged or the Person which acquires by conveyance or transfer the
         properties and assets of the Guarantor substantially as an entirety
         shall be organized and existing under the laws of the United States of
         America or any State or the District of Columbia, and shall expressly
         assume, by any indenture supplemental hereto, executed and delivered to
         the Trustee, in form satisfactory to the Trustee, the performance of
         every covenant of this Indenture (as supplemented from time to time) on
         the part of the Guarantor to be performed or observed;".

                  (b) Section 802 of Article Eight of the Indenture is
supplemented and amended to read in its entirety as follows:

                  "Section 802. Successor Person Substituted. Upon any
         consolidation or merger, or any conveyance or transfer of the
         properties and assets of the Company or the Guarantor substantially as
         an entirety in accordance with Section 801, the successor Person formed
         by such consolidation or into which the Company or the Guarantor is
         merged or to which such conveyance or transfer is made shall succeed
         to, and be substituted for, and may exercise every right and power of,
         the Company or the Guarantor, as the case may be, under this Indenture
         with the same effect as if such successor had been named as the Company
         or the




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         Guarantor herein, as the case may be. In the event of any such
         conveyance of transfer, the predecessor as the Company or the
         Guarantor, as the case may be, shall be discharged from all obligations
         and covenants under this Indenture and the Securities and may be
         dissolved, wound up or liquidated at any time thereafter."

                  SECTION 5. Supplemental Indentures. Clauses (1) and (2) of
Section 901 of Article Nine of the Indenture are supplemented and amended to
read in their entirety as follows:

                  "(1) to evidence the succession of another corporation or
         Person to the Company or the Guarantor, and the assumption by any such
         successor of the respective covenants of the Company or the Guarantor
         herein and in the Securities contained; or

                  (2) to add to the covenants of the Company or the Guarantor,
         or to surrender any right or power herein conferred upon the Company or
         the Guarantor, for the benefit of the Holders of the Securities of any
         or all series (and if such covenants or the surrender of such right or
         power are to be for the benefit of less than all series of Securities,
         stating that such covenants are expressly being included or such
         surrenders are expressly being made solely for the benefit of one or
         more specified series); or".

                  SECTION 6. This Third Supplemental Indenture. This Third
Supplemental Indenture shall be construed as supplemental to the Indenture and
shall form a part of it, and the Indenture is hereby incorporated by reference
herein and each is hereby ratified, approved and confirmed.


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                  SECTION 7. Governing Law. THIS THIRD SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.

                  SECTION 8. Counterparts. This Third Supplemental Indenture may
be executed in two or more counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute but one
instrument.

                  SECTION 9. Headings. The headings of this Third Supplemental
Indenture are for reference only and shall not limit or otherwise affect the
meaning hereof.

                  SECTION 10. Trustee Not Responsible for Recitals. The recitals
herein contained are made by the Company and the Guarantor, and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof.
The Trustee shall have no responsibility whatsoever for or in respect of the
validity or sufficiency of this Third Supplemental Indenture.

                  SECTION 11. Separability. In case any one or more of the
provisions contained in this Third Supplemental Indenture or in the Securities
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of this Third Supplemental Indenture or of the Securities, but
this Third Supplemental Indenture and the Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.



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


                                           TIME WARNER COMPANIES, INC.,


                                              by /s/ Thomas W. McEnerney
                                                 ----------------------------
                                           Name:  Thomas W. McEnerney
                                           Title: Vice President


                                           TIME WARNER INC.,

 
                                              by /s/ Thomas W. McEnerney
                                                 ----------------------------
                                           Name:  Thomas W. McEnerney
                                           Title: Vice President


                                          THE CHASE MANHATTAN BANK, as
                                          Trustee,

 
                                              by /s/ Richard Lorenzen
                                                 ----------------------------
                                          Name:  Richard Lorenzen
                                          Title: Senior Trust Officer






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