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EXHIBIT 4.7.2
Execution Counterpart
AMENDMENT NO. 2
AMENDMENT NO. 2 dated as of April 26, 1996 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 New Defined Terms. Section 1.01 of the Credit
Agreement shall be amended by adding the following new definitions and inserting
the same in the appropriate alphabetical locations:
"Atlanta Hawks' shall mean Atlanta Hawks, Ltd., a Georgia
limited partnership."
"'Acquisition Date', shall mean the date that the Company
becomes a Wholly Owned Subsidiary of either Time Warner or a Person of which
Time Warner is a Wholly Owned Subsidiary."
"'Time Warner" shall mean Time Warner Inc., a Delaware
corporation."
B. Definition of Cash Flow. Clause (i) of the first sentence
of the definition of "Cash Flow" in Section 1.01 of the Credit Agreement shall
be amended to read as follows:
Amendment No. 2
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"(i) Atlanta Hawks shall be deemed to be a Consolidated Subsidiary
during such period unless, on the last day of such period, there shall
exist a Lien on any of the revenues of Atlanta Hawks and"
C. Definition of Subsidiary. The definition of "Subsidiary"
in Section 1.01 of the Credit Agreement shall be amended by adding a new
sentence at the end thereof reading as follows:
"Notwithstanding anything to the contrary contained herein (but
subject to clause (i) of the first sentence of the definition of "Cash
Flow" in Section 1.01 hereof), Atlanta Hawks shall not be deemed to be
a Subsidiary or a Wholly Owned Subsidiary of the Company."
D. Funded Debt Ratio. Section 8.13 of the Credit Agreement
shall be amended to read as follows:
"8.13 Funded Debt Ratio. The Company shall not permit
the Funded Debt Ratio to exceed the following respective ratios at any
time during the following respective periods:
Period Ratio
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From and including
the first Delivery Date
after March 31, 1995
through but excluding
the first Delivery Date after
September 30, 1996 6.00 to 1.00
From and including
the first Delivery Date
after September 30, 1996
through but excluding
the first Delivery Date after
December 31, 1996 6.50 to 1.00
From and including
the first Delivery Date
after December 31, 1996
through but excluding
the first Delivery Date after
March 31, 1997 6.00 to 1.00
Amendment No. 2
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From and including
the first Delivery Date
after March 31, 1997
through but excluding
the first Delivery Date after
September 30, 1997 5.50 to 1.00
From and including
the first Delivery Date
after September 30, 1997
through but excluding
the first Delivery Date after
March 31, 1998 5.00 to 1.00
From and including
the first Delivery Date
after March 31, 1998
and at all times thereafter 4.50 to 1.00"
E. Events of Default. Section 9(e) of the Credit Agreement shall
be amended to read as follows:
"(e) Before the Acquisition Date, there shall occur any
amendment in the provisions requiring supermajority vote pursuant to
Article 12, Section 3 of the by-laws of the Company as amended on and
through July 21, 1988 or any amendment in the provisions which are
subject to special class vote pursuant to Article 5, Section C.4 of the
articles of incorporation of the Company as amended on and through August
25, 1987; or"
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 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
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by the Agent of this Amendment, duly executed and delivered by the Company, the
Majority 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:
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By
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Title:
Amendment No. 2
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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:
Amendment No. 2
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BANK OF AMERICA ILLINOIS
By
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Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By
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Title:
BANK OF MONTREAL
By
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Title:
THE BANK OF NEW YORK
By
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Title
THE BANK OF NOVA SCOTIA
By
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Title:
CREDIT SUISSE
By
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Title:
By
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Title:
Amendment No. 2
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THE FIRST NATIONAL BANK OF BOSTON
By
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Title:
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:
Amendment No. 2
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SOCIETE GENERAL
By
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Title:
UNION BANK OF CALIFORNIA
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:
PNC BANK, NATIONAL ASSOCIATION
By
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Title:
Amendment No. 2
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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:
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Agent
By
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Title:
Amendment No. 2