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EXHIBIT 4.6.6
FORM OF
AMENDMENT NO. 4
AMENDMENT NO. 4 dated as of December 5, 1994 between TURNER
BROADCASTING SYSTEM, INC., a Georgia corporation (the "Company"), the Banks (as
such term is defined below) party hereto and THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION) ("Chase"), as agent (the "Agent").
The Company, certain lenders (the "Banks") and the Agent are
party to a Credit Agreement dated as of July 1, 1993 (as amended, supplemented
and otherwise modified and in effect to but excluding the date hereof, the
"Credit Agreement"). The Company has requested that the Banks agree, and the
Banks party hereto are willing, to amend certain provisions of the Credit
Agreement, all on the terms and conditions of this Amendment. Accordingly, in
consideration of the premises and the mutual agreements contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
Section 1. Definitions. Terms used but not defined
herein shall have the respective meanings ascribed to such terms in the Credit
Agreement.
Section 2. Amendments. Subject to the satisfaction of
the conditions to effectiveness specified in Section 4 hereof, but with effect
on and after the date hereof, the Credit Agreement shall be amended as follows:
A. Certain Defined Terms. Section 1.01 of the Credit
Agreement shall be amended:
(1) by adding a sentence at the end of the definition of
"Lien" therein reading as follows:
"For purposes of this Agreement, sales of accounts
receivable under any Permitted Receivables Facility shall not
be deemed to constitute Liens."; and
(2) by adding the following new definition and inserting
the same in the appropriate alphabetical location:
"Permitted Receivables Facility" shall mean a
receivables purchase facility entered into after December 5,
1994 pursuant to which the Company and/or one or more of its
Subsidiaries may at any time or from time to time sell, on
a non-recourse credit basis, accounts receivable arising in the
ordinary course of business.
Amendment No. 4
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B. Sale of Assets. Section 8.18 of the Credit Agreement
shall be amended:
(1) by deleting "and" at the end of paragraph (d) thereof;
(2) by replacing the period at the end of paragraph (e)
thereof with "; and"; and
(3) by adding a new paragraph (f) thereto reading as
follows:
"(f) so long as no Event of Default shall have
occurred and then be continuing, the Company and its
Subsidiaries may from time to time sell accounts receivable
arising in the ordinary course of business under Permitted
Receivables Facilities, provided that the aggregate face
amount of all such accounts receivable sold thereunder may not
exceed $300,000,000 at any one time outstanding."
C. Delivery of Permitted Receivables Facilities
Agreements. The Credit Agreement shall be amended by adding a new Section 8.20
thereto reading as follows:
"8.20 Delivery of Permitted Receivables Facilities
Agreements. On or prior to the date of effectiveness of the first
sale of accounts receivable under each Permitted Receivables Facility,
the Company shall give the Agent notice thereof (and the Agent shall
notify the Banks thereof promptly), and shall deliver to the Agent a
certified or conformed copy of each of the principal agreements
executed and delivered in connection therewith. Promptly following
each amendment, waiver and consent relating to a Permitted Receivables
Facility, the Company shall give the Agent notice thereof (and the
Agent shall notify the Banks thereof promptly), and shall deliver to
the Agent a certified or conformed copy of each such amendment, waiver
and consent."
Section 3. Representations and Warranties. The Company
represents and warrants to the Banks and the Agent that:
(a) this Amendment has been duly and validly executed and
delivered by the Company and constitutes the Company's legal, valid
and binding obligation, enforceable against the Company in accordance
with its terms; and
(b) after giving effect to this Amendment, (i) no Default
shall have occurred and be continuing and (ii) the representations and
warranties made by the Company in Section 7 of the Credit Agreement
are true and correct on
Amendment No. 4
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and as of the date hereof with the same force and effect as if made on
and as of such date (or, if any such representation or warranty is
expressly stated to have been made as of a specific date, as of such
specific date).
Section 4. Conditions To Effectiveness. The amendments
to the Credit Agreement set forth in Section 2 hereof shall become effective,
as of the date hereof, upon the receipt by the Agent of this Amendment, duly
executed and delivered by the Company, each of the Banks and the Agent.
Section 5. Documents Otherwise Unchanged. Except as
herein provided, the Credit Agreement shall remain unchanged and in full force
and effect, and each reference to the Credit Agreement and words of similar
import in the Credit Agreement, as amended hereby, and the Notes shall be a
reference to the Credit Agreement as amended hereby and as the same may be
further amended, supplemented and otherwise modified and in effect from time to
time.
Section 6. Counterparts. This Amendment may be executed
in any number of counterparts, each of which shall be identical and all of
which, when taken together, shall constitute one and the same instrument, and
any of the parties hereto may execute this Amendment by signing any such
counterpart.
Section 7. Binding Effect. This Amendment shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
Section 8. Governing Law. This Amendment shall be
governed by, and construed in accordance with, the law of the State of New
York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.
TURNER BROADCASTING SYSTEM, INC.
By
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Title:
Amendment No. 4
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THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By
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Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By
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Title:
THE FIRST NATIONAL BANK OF BOSTON
By
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Title:
THE BANK OF CALIFORNIA, N.A.
By
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Title:
BANK OF MONTREAL
By
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Title:
Amendment No. 4
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THE BANK OF NEW YORK COMPANY, INC.
By
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Title:
THE BANK OF NOVA SCOTIA
By
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Title:
BANK OF SCOTLAND
By
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Title:
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By
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Title:
By
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Title:
BARCLAYS BANK PLC
By
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Title:
Amendment No. 4
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CIBC INC.
By
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Title:
CHEMICAL BANK
By
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Title:
CITIBANK, N.A.
By
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Title:
BANK OF AMERICA ILLINOIS
By
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Title:
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By
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Title:
CREDIT SUISSE
By
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Title:
By
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Title:
Amendment No. 4
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THE FIRST NATIONAL BANK OF CHICAGO
By
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Title:
THE FIRST UNION NATIONAL BANK OF
GEORGIA
By
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Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By
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Title:
LTCB TRUST COMPANY
By
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Title:
MELLON BANK, N.A.
By
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Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By
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Title:
Amendment No. 4
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NATIONSBANK OF TEXAS, N.A.
By
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Title:
THE NIPPON CREDIT BANK, LTD.
By
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Title:
ROYAL BANK OF CANADA
By
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Title:
THE SAKURA BANK, LIMITED, ATLANTA
AGENCY
By
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Title:
SOCIETE GENERALE
By
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Title:
THE TOKAI BANK, LIMITED
By
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Title:
THE TORONTO-DOMINION BANK
By
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Title:
Amendment No. 4
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UNION BANK
By
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Title:
THE YASUDA TRUST AND BANKING CO.,
LTD.
By
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Title:
BANKERS TRUST COMPANY
By
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Title:
BANK OF HAWAII
By
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Title:
BANQUE PARIBAS
By
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Title:
CORESTATES BANK, N.A.
By
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Title:
Amendment No. 4
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CRESTAR BANK
By
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Title:
THE FUJI BANK, LTD.
By
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Title:
THE HOKKAIDO TAKUSHOKU BANK LTD.
By
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Title:
MIDLAND BANK, PLC
By
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Title:
PNC BANK, NATIONAL ASSOCIATION
By
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Title:
SHAWMUT BANK CONNECTICUT, N.A.
By
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Title:
Amendment No. 4
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SWISS BANK CORPORATION,
NEW YORK BRANCH
By
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Title:
By
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Title:
THE BANK OF TOKYO TRUST COMPANY
By
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Title:
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
as Agent
By
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Title:
Amendment No. 4
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[EXECUTION COPY]
February 28, 1995
Turner Broadcasting System, Inc.
One CNN Center
Atlanta, Georgia 30348
Attn: Christian L. Becken
The Chase Manhattan Bank
(National Association), as
Agent for the Banks party
to the Credit Agreement
referred to below
Re: Amendment No. 4 to the Credit Agreement
Ladies and Gentlemen:
Reference is made to (1) the Credit Agreement dated as of July
1, 1993 (as amended, supplemented and otherwise modified and in effect from
time to time, the "Credit Agreement") between Turner Broadcasting System, Inc.
(the "Company"), the Banks party thereto and The Chase Manhattan Bank (National
Association), as Agent for said Banks (in such capacity, the "Agent"), and (2)
Amendment No. 4 dated as of December 5, 1994 ("Amendment No. 4") to the Credit
Agreement, a copy of which is attached hereto as Annex A.
This is to advise you that the undersigned, which anticipates
becoming a "Bank" party to the Credit Agreement on or prior to March 15, 1995,
hereby consents to Amendment No. 4, and to the amendments to the Credit
Agreement set forth therein, for all purposes of the Credit Agreement and the
Notes. The undersigned hereby ratifies the Agent's execution and delivery of
Amendment No. 4.
IN WITNESS WHEREOF, the undersigned has caused this instrument
to be duly executed as of the day and year first above written.
FIRST HAWAIIAN BANK
By /s/ Donald C. Young
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Title: Media Finance Officer
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[EXECUTION COPY]
February 14, 1995
Turner Broadcasting System, Inc.
One CNN Center
Atlanta, Georgia 30348
Attn: Christian L. Becken
The Chase Manhattan Bank
(National Association), as
Agent for the Banks party
to the Credit Agreement
referred to below
Re: Amendment No. 4 to the Credit Agreement
Ladies and Gentlemen:
Reference is made to (1) the Credit Agreement dated as of July
1, 1993 (as amended, supplemented and otherwise modified and in effect from
time to time, the "Credit Agreement") between Turner Broadcasting System, Inc.
(the "Company"), the Banks party thereto and The Chase Manhattan Bank (National
Association), as Agent for said Banks (in such capacity, the "Agent"), and (2)
Amendment No. 4 dated as of December 5, 1994 ("Amendment No. 4") to the Credit
Agreement, a copy of which is attached hereto as Annex A.
This is to advise you that the undersigned, which became a
"Bank" party to the Credit Agreement subsequent to January 1, 1995, hereby
consents to Amendment No. 4, and to the amendments to the Credit Agreement set
forth therein, for all purposes of the Credit Agreement and the Notes. The
undersigned hereby ratifies the Agent's execution and delivery of Amendment
No. 4.
IN WITNESS WHEREOF, the undersigned has caused this instrument
to be duly executed as of the day and year first above written.
THE DAI-ICHI KANGYO BANK, LTD.
By /s/
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Title: Joint General Manager