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EXHIBIT 2(b)(iii)
AMENDMENT NO. 2, dated as of October 10, 1995 (this "Amendment"), to
the Credit Agreement dated as of October 11, 1994, as amended (the "Credit
Agreement"), between The Actava Group Inc., a Delaware corporation (the
"Lender"), and Metromedia Company, a Delaware general partnership (the
"Borrower").
The Borrower has requested that the Lender amend certain provisions of
the Credit Agreement. Each party is willing, on the terms, subject to the
conditions and to the extent set forth below, to enter into such an amendment.
In consideration of the premises and the agreements, provisions and
covenants herein contained, the parties hereto agree, on the terms and subject
to the conditions set forth herein, as follows:
Section 1. Amendment of the Credit Agreement.
Section 2.1 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:
"2.1 Commitment. Subject to the terms and conditions hereof,
the Lender agrees to make Loans ("Loans") to the Borrower from time to time
during the Commitment Period, during which period the Borrower may borrow,
prepay and reborrow in accordance with the provisions hereof, provided that
immediately after making each Loan and after giving effect to all Loans repaid
concurrently with the making of any Loans, the aggregate principal amount of
the Loans outstanding at any one time would not exceed the amount of the
Lender's Commitment."
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SECTION 2. Representations and Warranties.
The Borrower represents and warrants to the Lender that:
(a) This Amendment has been duly and validly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable in accordance with its terms except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and by
general equity principles (regardless of whether such enforceability is
considered in a proceeding at law or in equity.)
(b) Before and after giving affect to this Amendment, the
representations and warranties set forth in Section 3 of the Credit Agreement
are true and correct in all material respects with the same effect as if made
on the date hereof (or, if any such representation or warranty is expressly
stated to have been made as of a specific date, as if made on such date).
(c) Before and after giving effect to this Amendment, no Event
of Default or Default has occurred and is continuing.
(d) It shall be an Event of Default for all purposes of the
Credit Agreement as amended hereby, if any representation, warranty or
certification made by the Borrower in this Amendment, or in any certificate,
document or financial or other statement furnished by
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it at any time under or in connection with this Amendment shall prove
to have been incorrect in any material respect on or as of the date
made or deemed made.
SECTION 3. Credit Agreement. Except as specifically amended
hereby, the Credit Agreement shall continue in full force and effect in
accordance with the provisions thereof as in existence on the date hereof.
After the date hereof, any reference to the Credit Agreement shall mean the
Credit Agreement as amended hereby.
SECTION 4. Definitions. Capitalized terms used but not
defined herein shall have the respective meanings ascribed to such terms in the
Credit Agreement.
SECTION 5. Binding Effect. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Counterparts. This Amendment may be executed in
two or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one contract.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
day and year first written above.
METROMEDIA COMPANY
Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
THE ACTAVA GROUP INC.
/s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Chief Executive Officer
