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                                                                [Execution Copy]

                                        AMENDMENT NO. 3

               AMENDMENT NO. 3 dated as of September 30, 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, successor
by merger to The Chase Manhattan Bank, N.A. ("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.  Definition of Cash Flow.  The last sentence of the definition
of "Cash Flow" in Section 1.01 of the Credit  Agreement  shall be amended in its
entirety to read as follows:

               "Solely for the purposes of computations under Sections 8.11,
        8.12 and 8.13 hereof, the calculation of "Cash Flow" for any period that
        includes any of the fiscal quarters of the Company ending December 31,
        1995, and March 31, June 30, September 30 and December 31, 1996, shall
        exclude the adjustments described in the letter dated November 4, 1996
        of the Company to the Banks titled "TBS Credit Facilities Post Time
        Warner Merger" to the extent that the aggregate of such adjustments for
        all such fiscal quarters does not exceed 105% of the aggregate of the
        "Ultimate Adjustments" and "Merger Adjustments" for all such fiscal
        quarters set forth in Annex 1 to Amendment No. 3 hereto (it being
        understood that, to the extent the aggregate of

                                Amendment No. 3




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                                     - 2 -


        such adjustments shall exceed 105% of the aggregate of such "Ultimate
        Adjustments" and "Merger Adjustments", such excess shall be treated as
        expense items in the manner otherwise required by this definition in
        calculating net income under clause (a) of this definition)."

               B.     Funded Debt Ratio.  Section 8.13 of the Credit
Agreement shall be amended in its entirety 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

        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

        From and including the first
          Delivery Date after December
          31, 1996 through but excluding
          the first Delivery Date after
          March 31, 1997                                 6.50 to 1

        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

                                Amendment No. 3



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                                     - 3 -


        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

        From and including the first
          Delivery Date after March 31,
          1998 and at all times
          thereafter                                     4.50 to 1"

               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 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, 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

                                Amendment No. 3





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                                     - 4 -


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.



                                 Amendment No. 3




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                                     - 5 -


               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  /s/ William P. Eddy
                                                  ______________________________
                                                  Title: Assistant Treasurer









                                 Amendment No. 3




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Signature pages for the Banks that are Parties to Amendment No. 3  to  the  1994
TBS Credit Agreement have been omitted.








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TBS Inc.
Debt Covenant Projections
Post Merger 1996 Forecast

<TABLE>
<CAPTION>
                                       Quarter         Quarter          Quarter          Quarter          Quarter         Full Year
                                       12/31/95        3/31/96          6/30/96          9/30/96          12/31/96        12/31/96
                                       --------        -------          -------          -------          --------        ---------
<S>                                    <C>                <C>            <C>              <C>               <C>             <C>     
Cash Flow As Adjusted                                   75,391          118,072          142,000            179,000         514,463
Adjustments:
CRE ultimate adjustments                                                                 (42,000)a          (30,000)a       (72,000)
NLC ultimate adjustments                                                                 (50,000)a          (49,000)a       (99,000)
TPS contract                                                                                                 (4,000)b        (4,000)
Merger costs                           (9,749)b           (951)b         (5,762)b         (2,089)b          (43,000)b       (51,802)
Severance costs                                                                                             (37,000)b       (37,000)
Affiliation agreements                                                                                       (2,000)b        (2,000)
Development costs:
   Castle Rock Entertainment                                                                                (25,000)b       (25,000)
   New Line Cinema                                                                                          (45,000)b       (45,000)
   TBS                                                                                                      (48,000)b       (48,000)
Licensed and Produced Prog:
   TNT                                                                                                      (10,000)b       (10,000)
   WTBS                                                                                                     (73,000)b       (73,000)
                                   ----------       ----------        ---------       ----------         ----------     ----------

Reported OCF                                            74,440          112,310           47,911          (187,000)          47,661


Ultimate Adjustments sum of a                                                           (92,000)           (79,000)        (171,000)
Merger Adjustments sum of b           (9,749)            (951)          (5,762)          (2,089)          (287,000)        (295,802)
</TABLE>


NOTE: The above adjustments are estimates based on facts existing as of October
      31, 1996. Due to the subjective nature of the estimation process, the
      adjustments may change.





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