April 4, 2000 Cathy Moscatelli, Esq. Federal Trade Commission 600 Pennsylvania Ave., N.W. Washington, D.C. 20580 Re: AOL/Time Warner Merger Dear Ms. Moscatelli: On February 11, 2000, America Online, Inc. ("AOL") and Time Warner Inc. ("Time Warner") (the "Applicants"), filed their joint applications requesting approval by the Federal Communications Commission ("FCC") of the transfer of control of FCC licenses and authorizations from AOL and Time Warner to AOL Time Warner Inc. in connection with the proposed merger of the Applicants. In our pre-filing conversations with FCC staff, we discussed the FCC's requests to review all documents provided by the Applicants to the Federal Trade Commission ("FTC") in connection with its investigation of the proposed merger, and to engage in discussions with representatives of the FTC with respect to those documents (the "H-S-R Materials") and the status of the merger reviews by the FTC and the FCC. Assuming such an approach is acceptable to the FTC, we have agreed to the FCC's requests, subject to certain understandings that are set forth in the enclosed letter to the Secretary of the FCC. Only with respect to private discussions between representatives of the FCC and the FTC, the Applicants waive the confidentiality provisions of the Hart-Scott-Rodino Act, the Antitrust Civil Process Act, and any applicable confidentiality provisions governing the H-S-R Materials in order to permit discussions between representatives of the FTC and the FCC with respect to the H-S-R Materials and the status of the FTC's and the FCC's review of the merger between the Applicants. This limited waiver also permits the FTC to allow inspection by the FCC of the H-S-R Materials in the FTC's possession. As noted in the enclosed letter to the FCC, this waiver is based on the Applicants' understanding that the discussions will be treated as exempt ex parte presentations under Section 1.1204 (a)(6) of the FCC Rules (47 C.F.R. 1.204 (a)(6)) and will not be disclosed, except as required under that Section. Please do not hesitate to contact the undersigned persons if you have any questions regarding any of the foregoing. Thank you. Sincerely yours, Peter D. Ross Arthur H. Harding Wiley Rein & Fielding Fleischman and Walsh, L.L.P. 1776 K Street, N.W. 1400 16th Street., Suite 600 Washington, D.C. 20006 Washington, D.C. 20036 Counsel for America Online, Inc. Counsel for Time Warner Inc. Enclosures 114976.1 Cathy Moscatelli, Esq. April 4, 2000 Page 2