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EXHIBIT 4.7.1
[EXECUTION COUNTERPART]
FORM OF
AMENDMENT NO. 1
AMENDMENT NO. 1 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 September 7, 1994 (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. 1
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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. 1
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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. 1
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THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By
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Title:
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By
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Title:
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD.
By
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Title:
THE TORONTO-DOMINION BANK
By
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Title:
BANK OF AMERICA ILLINOIS
By
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Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By
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Title:
Amendment No. 1
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BANK OF MONTREAL
By
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Title:
THE BANK OF NEW YORK COMPANY, INC.
By
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Title:
THE BANK OF NOVA SCOTIA
By
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Title:
CHEMICAL BANK
By
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Title:
CREDIT SUISSE
By
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Title:
By
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Title:
THE FIRST NATIONAL BANK OF BOSTON
By
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Title:
Amendment No. 1
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THE FIRST NATIONAL BANK OF CHICAGO
By
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Title:
FIRST UNION NATIONAL BANK OF
GEORGIA
By
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Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, ATLANTA AGENCY
By
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Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By
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Title:
NATIONSBANK OF TEXAS, N.A.
By
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Title:
ROYAL BANK OF CANADA
By
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Title:
SHAWMUT BANK CONNECTICUT, N.A.
By
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Title:
Amendment No. 1
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SOCIETE GENERALE
By
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Title:
UNION BANK
By
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Title:
THE BANK OF CALIFORNIA, N.A.
By
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Title:
BANK OF HAWAII
By
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Title:
CIBC INC.
By
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Title:
THE FUJI BANK, LTD.
By
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Title:
MIDLAND BANK, PLC
By
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Title:
Amendment No. 1
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PNC BANK, NATIONAL ASSOCIATION
By
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Title:
CRESTAR BANK
By
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Title:
THE NIPPON CREDIT BANK, LTD.
By
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Title:
SWISS BANK CORPORATION,
NEW YORK BRANCH
By
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Title:
By
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Title:
THE TOKAI BANK, LIMITED
By
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Title:
THE YASUDA TRUST AND BANKING CO.,
LTD.
By
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Title:
Amendment No. 1
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THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Agent
By
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Title:
Amendment No. 1