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                                                          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

                                Amendment No. 2




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                                     - 2 -

        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:

        "(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

                                Amendment No. 2




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                                     - 3 -


        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


        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"

                                 Amendment No. 2





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                                      - 4 -


               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  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. 2



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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 /s/ Christian L. Becken
                                          ____________________________
                                          Title: VP & Treasurer








                                 Amendment No. 2




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Signature pages for the Banks that are Parties to Amendment No. 2  to  the  1994
TBS Credit Agreement have been omitted.









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