<PAGE>
                                                                   EXHIBIT 10.11

                                                                [EXECUTION COPY]
 

================================================================================

                               U.S. $700,000,000

                               CREDIT AGREEMENT,

                                  dated as of

                                March 31, 1998,

                                     among

                               PRIMESTAR, INC.,
                               as the Borrower,

                           THE BANK OF NOVA SCOTIA,
                         as the Administrative Agent,

                          NATIONSBANK OF TEXAS, N.A.,
                           as the Syndication Agent,

                       CREDIT LYONNAIS NEW YORK BRANCH,
                          as the Documentation Agent,

                        VARIOUS FINANCIAL INSTITUTIONS,
                                as the Lenders,

                                      and

                           THE BANK OF NOVA SCOTIA,
                        CREDIT LYONNAIS NEW YORK BRANCH
                                      and
                          NATIONSBANK OF TEXAS, N.A.,
                           as the Arranging Agents.

================================================================================
<PAGE>
 
<TABLE>
<CAPTION>
                               TABLE OF CONTENTS
                               -----------------
 
Section                                                                     Page
-------                                                                     ----

                   ARTICLE IDEFINITIONS AND ACCOUNTING TERMS
 
<S>     <C>                                                                 <C>

1.1.    Defined Terms......................................................   3
1.2.    Use of Defined Terms...............................................  36
1.3.    Cross-References...................................................  36
1.4.    Accounting and Financial Determinations............................  36
</TABLE> 

<TABLE> 
<CAPTION> 

     ARTICLE II COMMITMENTS, BORROWING AND ISSUANCEPROCEDURES, NOTES AND 
                               LETTERS OF CREDIT
 
<S>     <C>                                                                 <C> 
2.1.    Commitments........................................................  37
2.1.1.  Revolving Loan Commitment and Swing Line Loan Commitment...........  37
2.1.2.  Letter of Credit Commitment........................................  38
2.1.3.  Term Loan Commitment...............................................  38
2.1.4.  Lenders Not Permitted or Required to Make Loans....................  38
2.1.5.  Issuer Not Permitted or Required to Issue Letters of Credit........  39
2.2.    Reduction of the Commitment Amounts................................  39
2.2.1.  Optional...........................................................  39
2.2.2.  Mandatory..........................................................  40
2.3.    Borrowing Procedures...............................................  40
2.3.1.  Borrowing Procedure................................................  40
2.3.2.  Swing Line Loans...................................................  41
2.4.    Continuation and Conversion Elections..............................  42
2.5.    Funding............................................................  42
2.6.    Issuance Procedures................................................  43
2.6.1.  Other Lenders' Participation.......................................  43
2.6.2.  Disbursements......................................................  43
2.6.3.  Reimbursement......................................................  44
2.6.4.  Deemed Disbursements...............................................  44
2.6.5.  Nature of Reimbursement Obligations................................  45
2.7.    Register; Notes....................................................  45
</TABLE>

                                       i
<PAGE>
 
             ARTICLE III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
<TABLE>
 
<C>     <S>                                                                  <C>
3.1.    Repayments and Prepayments; Application.............................  47
3.1.1.  Repayments and Prepayments..........................................  47
3.1.2.  Application.........................................................  49
3.2.    Interest Provisions.................................................  50
3.2.1.  Rates...............................................................  50
3.2.2.  Post-Maturity Rates.................................................  50
3.2.3.  Payment Dates.......................................................  51
3.3.    Fees................................................................  51
3.3.1.  Commitment Fee......................................................  51
3.3.2.  Agency Fees.........................................................  52
3.3.3.  Letter of Credit Fee................................................  52
</TABLE>
               ARTICLE IV CERTAIN FIXED RATE AND OTHER PROVISIONS
<TABLE>
 
<C>     <S>                                                                  <C>
4.1.    Fixed Rate Lending Unlawful.........................................  52
4.2.    Deposits Unavailable................................................  52
4.3.    Increased Fixed Rate Loan Costs, etc................................  53
4.4.    Funding Losses......................................................  53
4.5.    Increased Capital Costs.............................................  54
4.6.    Taxes...............................................................  54
4.7.    Payments, Computations, etc.........................................  57
4.8.    Sharing of Payments.................................................  57
4.9.    Setoff..............................................................  58
4.10.   Lender's Duty to Mitigate...........................................  58
4.11.   Replacement of Lenders..............................................  59
</TABLE>
                    ARTICLE V CONDITIONS TO CREDIT EXTENSIONS
<TABLE>
 
<C>     <S>                                                                  <C>
5.1.    Initial Credit Extension............................................  60
5.1.1.  Subsidiary Guaranties...............................................  60
5.1.2.  Pledge Agreements...................................................  60
5.1.3.  Contract Assignment Agreement and each Consent and Agreement........  60
5.1.4.  Financial Information, etc..........................................  60
5.1.5.  Closing Date Certificate............................................  61
5.1.6.  Compliance Certificate..............................................  61
5.1.7.  Solvency, etc.......................................................  61
5.1.8.  Consummation of Restructuring Transaction...........................  61
</TABLE> 
                                      ii
<PAGE>

<TABLE> 

<C>      <S>                                                                 <C>
5.1.9.   Senior Subordinated Credit Agreement...............................  61
5.1.10.  Delivery of Transaction Documents..................................  61
5.1.11.  Insurance..........................................................  62
5.1.12.  Opinion of Counsel.................................................  62
5.1.13.  Closing Fees, Expenses, etc........................................  62
5.2.     All Credit Extensions..............................................  62
5.2.1.   Compliance with Warranties, No Default, etc........................  62
5.2.2.   Credit Extension Request, etc......................................  63
5.2.3.   Satisfactory Legal Form............................................  63
</TABLE>
                    ARTICLE VI REPRESENTATIONS AND WARRANTIES
<TABLE>
 
<S>      <C>                                                                 <C>
6.1.     Organization, etc..................................................  63
6.2.     Due Authorization, Non-Contravention, etc..........................  63
6.3.     Government Approval, Regulation, etc...............................  64
6.4.     Validity, etc......................................................  64
6.5.     Financial Information..............................................  64
6.6.     No Material Adverse Effect.........................................  65
6.7.     Litigation, Labor Controversies, etc...............................  65
6.8.     Compliance with Laws...............................................  65
6.9.     Subsidiaries.......................................................  65
6.10.    Ownership of Properties............................................  65
6.11.    Taxes..............................................................  65
6.12.    Pension and Welfare Plans..........................................  65
6.13.    Environmental Warranties...........................................  66
6.14.    Intellectual Property..............................................  67
6.15.    Regulations U and X................................................  67
6.16.    Accuracy of Information............................................  67
6.17.    Subordinated Debt..................................................  68
</TABLE>
                              ARTICLE VII COVENANTS
<TABLE>
 
<C>      <S>                                                                 <C>
7.1.     Affirmative Covenants..............................................  68
7.1.1.   Financial Information, Reports, Notices, etc.......................  68
7.1.2.   Compliance with Laws, etc..........................................  70
7.1.3.   Maintenance of Properties..........................................  70
7.1.4.   Insurance..........................................................  70
7.1.5.   Books and Records..................................................  71
7.1.6.   Environmental Covenant.............................................  71
7.1.7.   Future Subsidiaries................................................  72
</TABLE> 

                                      iii
<PAGE>
<TABLE> 

<C>      <S>                                                                 <C>
7.1.8.   Additional Collateral..............................................  73
7.1.9.   Rate Protection Agreements.........................................  73
7.1.10.  Future Leased Property.............................................  74
7.1.11.  Use of Proceeds....................................................  74
7.2.     Negative Covenants.................................................  74
7.2.1.   Business Activities................................................  74
7.2.2.   Indebtedness.......................................................  74
7.2.3.   Liens..............................................................  76
7.2.4.   Financial Condition and Operations.................................  77
7.2.5.   Investments........................................................  78
7.2.6.   Restricted Payments, etc...........................................  79
7.2.7.   Capital Expenditures, etc..........................................  79
7.2.8.   Subsidiaries.......................................................  80
7.2.9.   Take or Pay Contracts..............................................  80
7.2.10.  Consolidation, Merger, etc.........................................  80
7.2.11.  Permitted Dispositions.............................................  81
7.2.12.  Modification of Certain Agreements.................................  81
7.2.13.  Transactions with Affiliates.......................................  81
7.2.14.  Negative Pledges, Restrictive Agreements, etc......................  81
7.2.15.  Sale and Leaseback.................................................  82
7.2.16.  Restrictions on Leases and ASkyB Transaction.......................  82
7.2.17.  Restrictions on TSAT Partners Holdings and Its Subsidiaries........  82
</TABLE>
                         ARTICLE VIII EVENTS OF DEFAULT
<TABLE>
 
 
<C>      <S>                                                                 <C>
8.1.     Listing of Events of Default.......................................  83
8.1.1.   Non-Payment of Obligations.........................................  83
8.1.2.   Breach of Warranty.................................................  83
8.1.3.   Non-Performance of Certain Covenants and Obligations...............  83
8.1.4.   Non-Performance of Other Covenants and Obligations.................  83
8.1.5.   Default on Other Indebtedness......................................  84
8.1.6.   Judgments..........................................................  84
8.1.7.   Pension Plans......................................................  84
8.1.8.   Control of the Borrower............................................  84
8.1.9.   Bankruptcy, Insolvency, etc........................................  84
8.1.10.  Impairment of Security, etc........................................  85
8.1.11.  Material Adverse Change............................................  85
8.2.     Action if Bankruptcy...............................................  85
8.3.     Action if Other Event of Default...................................  86
</TABLE>
                              ARTICLE IX THE AGENTS

                                      iv
<PAGE>
 
<TABLE>
 
 
<C>      <S>                                                                 <C>
9.1.     Actions............................................................  86
9.2.     Funding Reliance, etc..............................................  87
9.3.     Exculpation........................................................  87
9.4.     Successor..........................................................  87
9.5.     Loans by Agents....................................................  88
9.6.     Credit Decisions...................................................  88
9.7.     Copies, etc........................................................  88
9.8.     The Agents.........................................................  89
</TABLE>
                       ARTICLE X MISCELLANEOUS PROVISIONS
<TABLE>
 
 
<C>      <S>                                                                 <C>
10.1.    Waivers, Amendments, etc...........................................  89
10.2.    Notices............................................................  90
10.3.    Payment of Costs and Expenses......................................  90
10.4.    Indemnification....................................................  91
10.5.    Survival...........................................................  92
10.6.    Severability.......................................................  93
10.7.    Headings...........................................................  93
10.8.    Execution in Counterparts, Effectiveness, etc......................  93
10.9.    Governing Law; Entire Agreement....................................  93
10.10.   Successors and Assigns.............................................  93
10.11.   Sale and Transfer of Loans and Notes; Participations in
         Loans and Notes....................................................  94
10.11.1. Assignments........................................................  94
10.11.2. Participations.....................................................  95
10.12.   Other Transactions.................................................  96
10.13.   Execution on Behalf of Corporation.................................  96
10.14.   Forum Selection and Consent to Jurisdiction........................  97
10.15.   Waiver of Jury Trial...............................................  98
</TABLE> 

                                       v

<PAGE>
 
                               CREDIT AGREEMENT

     THIS CREDIT AGREEMENT, dated as of March 31, 1998 (amending and restating
the Existing Credit Agreement, as defined below), is among PRIMESTAR, INC., a
Delaware corporation (the "Borrower"), the various financial institutions as are
                           --------                                             
or may become parties hereto (collectively, the "Lenders"), NATIONSBANK OF
                                                 -------                  
TEXAS, N.A. ("NationsBank"), as syndication agent for the Lenders (in such
              -----------                                                 
capacity, the "Syndication Agent"), CREDIT LYONNAIS NEW YORK BRANCH ("Credit
               -----------------                                      ------
Lyonnais"), as documentation agent for the Lenders (in such capacity, the
--------                                                                 
"Documentation Agent"), each of Credit Lyonnais, NationsBank and THE BANK OF
--------------------                                                        
NOVA SCOTIA ("Scotiabank") as arranging agents for the Lenders (in such
              ----------                                               
capacity, the "Arranging Agents"), and Scotiabank, as administrative agent for
               ----------------                                               
the Lenders and such Agents (in such capacity, the "Administrative Agent";
                                                    --------------------  
together with the Arranging Agents, the Syndication Agent and the Documentation
Agent, the "Agents" and each an "Agent").
            ------               -----   


                             W I T N E S S E T H:
                             ------------------- 


     WHEREAS, the Borrower and its various Restricted Subsidiaries (such
capitalized term, and other capitalized terms used herein, to have the meanings
provided in Section 1.1) are engaged in the business of providing satellite
            -----------                                                    
broadcasting service to residential and commercial subscribers, and businesses
and activities directly related thereto;

     WHEREAS, pursuant to the Credit Agreement, dated as of December 31, 1996
(the "Original Credit Agreement"), among TCI Satellite Entertainment, Inc., a
      -------------------------                                              
Delaware corporation ("TSAT"), certain financial institutions from time to time
                       ----                                                    
party thereto (the "Original Lenders"), NationsBank, as syndication agent,
                    ----------------                                      
Credit Lyonnais, as documentation agent, each of Credit Lyonnais, NationsBank
and Scotiabank, as arranging agents, and Scotiabank, as administrative agent,
the Original Lenders made extensions of credit to TSAT on terms set forth
therein;

     WHEREAS, pursuant to the Amended and Restated Credit Agreement, dated as of
June 26, 1997 (as amended, supplemented, amended and restated or otherwise
modified prior to the date hereof, the "Existing Credit Agreement"), among TSAT,
                                        -------------------------               
certain financial institutions from time to time party thereto (the "Existing
                                                                     --------
Lenders"), NationsBank, as syndication agent, Credit Lyonnais, as documentation
-------                                                                        
agent, each of Credit Lyonnais, NationsBank and Scotiabank, as arranging agents,
and Scotiabank, as administrative agent, the Existing Lenders made extensions of
credit to TSAT on terms set forth therein;

     WHEREAS, (i) pursuant to the Asset Transfer Agreement, dated as of February
6, 1998 (the "TSAT Asset Transfer Agreement"), between TSAT and the Borrower,
              -----------------------------                                  
TSAT has agreed to transfer all of its assets and liabilities related to its
medium power business to the Borrower in consideration for stock of the Borrower
(the "TSAT Asset Transfer"), (ii) pursuant to the Merger 
      -------------------                                                

<PAGE>
 
and Contribution Agreement (and the other agreements referenced therein), 
dated as of February 6,
1998 (the "Restructuring Agreement"), among the Borrower, TSAT and the other
           -----------------------                                          
Partners, the businesses of TSAT and the Primestar Partnership, and the
PRIMESTAR Distribution Service, will be consolidated into the Borrower (the
                                                                           
"Restructuring Transaction"), and (iii) pursuant to the Agreement and Plan of
--------------------------                                                   
Merger Agreement, dated as of February 6, 1998 (the "TSAT Merger Agreement"),
                                                     ---------------------   
between TSAT and the Borrower, and subject to the satisfaction of certain
conditions, TSAT has agreed to merge with and into the Borrower, with the
Borrower as the surviving corporation (the "TSAT Merger", and collectively with
                                            -----------                        
the TSAT Asset Transfer and the Restructuring, the "Roll-up Plan", all as more
                                                    ------------              
fully described in the Proxy);

     WHEREAS, pursuant to the Assumption and Amendment Agreement, the Borrower
has assumed TSAT's obligations under the Existing Credit Agreement and has
requested that the Existing Credit Agreement be amended and restated in its
entirety to become effective and binding on the Borrower pursuant to the terms
of this Agreement, and the Lenders (including the Existing Lenders) have agreed
(subject to the terms of the Assumption and Amendment Agreement) to amend and
restate the Existing Credit Agreement in its entirety to read as set forth in
this Agreement, and it has been agreed by the parties to the Existing Credit
Agreement that the commitments which the Existing Lenders have agreed to extend
to TSAT under the Existing Credit Agreement shall be extended or advanced to the
Borrower upon the amended and restated terms and conditions contained in this
Agreement with the intent that the terms of this Agreement shall supersede the
terms of the Existing Credit Agreement (which shall hereafter have no further
effect upon the parties thereto, other than for accrued fees and expenses, and
indemnification provisions, accrued and owing under the terms of the Existing
Credit Agreement on or prior to the date hereof or arising (in the case of an
indemnification) under the terms of the Existing Credit Agreement); provided,
                                                                    -------- 
that any Rate Protection Agreements with any one or more Existing Lenders (or
their respective s) shall continue unamended (other than their assumption by the
Borrower) and in full force and effect;

     WHEREAS, in connection with amending and restating the Existing Credit
Agreement, the Borrower desires to obtain from the Lenders (and the Issuer, as
the case may be):

          (a)  a Term Loan Commitment, pursuant to which Borrowings of Term
     Loans, in a maximum aggregate principal amount not to exceed $150,000,000,
     will be made to the Borrower in a single Borrowing occurring on the Closing
     Date;

          (b)  a Revolving Loan Commitment (to include availability for
     Revolving Loans, Swing Line Loans and Letters of Credit), pursuant to which
     Borrowings of Revolving Loans, in a maximum aggregate principal amount
     (together with all Swing Line Loans and Letter of Credit Outstandings) not
     to exceed $550,000,000, will be made to the Borrower from time to time
     prior to the Revolving Loan Commitment Termination Date;

          (c)  a Letter of Credit Commitment, pursuant to which the Issuer will
     issue Letters of Credit, in a maximum aggregate Stated Amount at any one
     time outstanding not to exceed $100,000,000, for the account of the
     Borrower from time to time prior to the 

                                      -2-
<PAGE>
 
     Revolving Loan Commitment Termination Date (provided that the aggregate
                                                 --------
     amount of Letter of Credit Outstandings, together with the outstanding
     principal amount of Revolving Loans and Swing Line Loans, at any time shall
     not exceed the then existing Revolving Loan Commitment Amount); and

          (d)  a Swing Line Loan Commitment, pursuant to which Borrowings of
     Swing Line Loans, in a maximum aggregate principal amount not to exceed
     $15,000,000, will be made to the Borrower from time to time prior to the
     Revolving Loan Commitment Termination Date (provided, that the aggregate
                                                 --------
     outstanding principal amount of such Swing Line Loans, together with
     Revolving Loans and Letter of Credit Outstandings, at any time shall not
     exceed the then existing Revolving Loan Commitment Amount);

with all the proceeds of the Credit Extensions to be used for the purposes
specified in Section 7.1.11; and
             --------------     

     WHEREAS, the Existing Lenders, the Lenders and the Issuer are willing, on
the terms and subject to the conditions hereinafter set forth (including Article
                                                                         -------
V), to amend and restate the Existing Credit Agreement in its entirety pursuant
-                                                                              
to the terms of this Agreement, and the Lenders and the Issuer are willing to
extend such Commitment and make such Loans to the Borrower and issue (or
participate in) Letters of Credit for the account of the Borrower;

     NOW, THEREFORE, the parties hereto agree as set forth above and as follows:


                                   ARTICLE I

                       DEFINITIONS AND ACCOUNTING TERMS
 
     SECTION I.1.  Defined Terms.  The following capitalized terms (whether or
                   -------------                                              
not underscored) when used in this Agreement, including its preamble and
recitals, shall, except where the context otherwise requires, have the following
meanings (such meanings to be equally applicable to the singular and plural
forms thereof):

     "Administrative Agent" is defined in the preamble and includes each other
      --------------------                    --------                        
Person as shall have subsequently been appointed as the successor Administrative
Agent pursuant to Section 9.4.
                  ----------- 

     "Affiliate" of any Person means any other Person which, directly or
      ---------                                                         
indirectly, controls, is controlled by or is under common control with such
Person (excluding with respect to the Borrower any (i) trustee under, or any
committee with responsibility for administering, any Plan, (ii) Lender and (iii)
Agent).  A Person shall be deemed to be "controlled by" another Person if such
other Person possesses, directly or indirectly, power:

                                      -3-
<PAGE>
 
          (a)  to vote 10% or more of the securities having ordinary voting
     power for the election of directors or managing general partners; or

          (b)  to direct or cause the direction of the management and policies
     of such Person whether by contract or otherwise.

     "Agent" and "Agents" are defined in the preamble and include each other
      -----       ------                     --------                       
Person as shall have subsequently been appointed as a successor Agent pursuant
to Section 9.4.
   ----------- 

     "Agreement" means, on any date, this Credit Agreement as originally in
      ---------                                                            
effect on the Effective Date and as thereafter from time to time amended,
supplemented, amended and restated, or otherwise modified and in effect on such
date.

     "Alternate Base Rate" means, on any date and with respect to all Base Rate
      -------------------                                                      
Loans, a fluctuating rate of interest per annum equal to the higher of:

          (a)  the Base Rate in effect on such day; and

          (b)  the Federal Funds Rate in effect on such day plus  1/2 of 1%.

Changes in the rate of interest on that portion of any Loans maintained as Base
Rate Loans will take effect simultaneously with each change in the Alternate
Base Rate.  The Administrative Agent will give notice promptly to the Borrower
and the Lenders of changes in the Alternate Base Rate.

     "Annualized Cash Flow" means, as of any date of determination, EBITDA for
      --------------------                                                    
the Fiscal Quarter ending on or immediately prior to such date of determination
multiplied by four.

     "Annualized Cash Flow to Pro Forma Debt Service Ratio" means the ratio of
      ----------------------------------------------------                    
(a) Annualized Cash Flow to (b) Pro Forma Debt Service.
                         --                            

     "Annualized Cash Flow to Total Interest Expense Ratio" means, as of the
      ----------------------------------------------------                  
last day of any Fiscal Quarter, the ratio of (a) Annualized Cash Flow to (b)
                                                                      --    
Total Interest Expense for such Fiscal Quarter and the three immediately
preceding Fiscal Quarters.

     "Annual Pro-Forma Interest Expense" means, as of any date of determination,
      ---------------------------------                                         
Pro-Forma Interest Expense for the four complete Fiscal Quarters immediately
succeeding such date of determination.

     "Applicable Margin" means:
      -----------------        

                                      -4-
<PAGE>
 
          (a)  with respect to the unpaid principal amount of each Term Loan
     maintained as (i) a Base Rate Loan, 1.25%, (ii) a LIBO Rate Loan, 2.25%,
     and (iii) a CD Rate Loan, 2.375%; and

          (b)  with respect to the unpaid principal amount of each Revolving
     Loan, the applicable percentage set forth under the applicable column
     below:

<TABLE>
<CAPTION>
 
                                      Total Debt                         Base Rate           LIBOR                 CD 
                                  to Annualized Cash                       Margin           Margin               Margin
                                      Flow Ratio                         ---------         --------              ------
                                  ------------------                                                                  
                       <S>                                       <C>               <C>               <C>              
                                                                                                                      
                       Greater than or equal                               1.250%            2.250%              2.375%
                       to 7.0:1                                                                                       
                                                                                                                      
                       Greater than or equal                               1.000%            2.000%              2.125%
                       to 6.5:1 and less                                                                              
                       than 7.0:1                                                                                     
                                                                                                                      
                       Greater than or equal                               0.750%            1.750%              1.875%
                       to 6.0:1 and less                                                                              
                       than 6.5:1                                                                                     
                                                                                                                      
                       Greater than or equal                               0.500%            1.500%              1.625%
                       to 5.5:1 and less                                                                              
                       than 6.0:1                                                                                     
                                                                                                                      
                       Greater than or equal                               0.250%            1.250%              1.375%
                       to 5.0:1 and less                                                                              
                       than 5.5:1                                                                                     
                                                                                                                      
                       Less than 5.0:1                                     0.000%            0.875%              1.000% 
</TABLE>

     The Total Debt to Annualized Cash Flow Ratio used to compute the Applicable
Margin shall be the Total Debt to Annualized Cash Flow Ratio set forth in the
Compliance Certificate most recently delivered by the Borrower to the
Administrative Agent; changes in the Applicable Margin resulting from a change
in the Total Debt to Annualized Cash Flow Ratio shall become effective upon
delivery by the Borrower to the Administrative Agent of a new Compliance
Certificate pursuant to clause (c) of Section 7.1.1.  If the Borrower shall fail
                        ----------    -------------                             
to deliver a Compliance Certificate within 60 days after the end of any Fiscal
Quarter (or within 105 days, in the case of the last Fiscal Quarter of the
Fiscal Year) as required pursuant to clause (c) of Section 7.1.1, the Applicable
                                     ----------    -------------                
Margin from and including the 61st (or 106th, as the case may be) day after the
end of such Fiscal Quarter to but not including the date the Borrower delivers
to the Administrative Agent a Compliance Certificate shall conclusively equal
the highest Applicable Margin set forth above for such type of Loans.

                                      -5-
<PAGE>
 
     "Arranging Agents" is defined in the preamble and includes each other
      ----------------                    --------                        
Person as shall have subsequently been appointed as a successor Arranging Agent
pursuant to Section 9.4.
            ----------- 

     "ASkyB Satellite" means either of the high power communications satellites
      ---------------                                                          
to be purchased by the Borrower in the ASkyB Transaction.

     "ASkyB Transaction" means the acquisition by the Borrower from MCI
      -----------------                                                
Telecommunications Corporation ("MCI"), the News Corporation Limited ("News
                                 ---                                   ----
Corp.") and American Sky Broadcasting LLC, a wholly-owned Subsidiary of News
-----                                                                       
Corp. ("ASkyB"), of the ASkyB Satellites, certain authorizations granted to MCI
        -----                                                                  
by the Federal Communications Commission and certain related contracts, all
pursuant to an asset acquisition agreement, dated as of June 11, 1997, among the
Primestar Partnership, News Corp., MCI, ASkyB and, for certain purposes only,
the Partners.

     "Assessment Rate" means, for any Interest Period for CD Rate Loans, the net
      ---------------                                                           
annual assessment rate (rounded upwards, if necessary, to the next higher 1/100
of 1%) estimated by the Administrative Agent to be the then current annual
assessment payable by the Administrative Agent to the Federal Deposit Insurance
Corporation (or any successor) for insuring time deposits at offices of the
Administrative Agent in the United States.

     "Assignee Lender" is defined in Section 10.11.1.
      ---------------                --------------- 

     "Assumption and Amendment Agreement" means the Assumption and Amendment
      ----------------------------------                                    
Agreement, dated as of the date hereof, among TSAT, the Borrower, the Existing
Lenders, the Lenders and the Agents.

     "Authorized Officer" means, relative to the Borrower and any other Obligor,
      ------------------                                                        
those of its officers or managing members (in the case of a limited liability
company) whose signatures and incumbency shall have been certified by the
Borrower to the Arranging Agents and the Lenders.

     "Base Rate" means, at any time, the rate of interest then most recently
      ---------                                                             
established by Scotiabank in New York, New York as its base rate for Dollars
loaned in the United States.  The Base Rate is not necessarily intended to be
the lowest rate of interest determined by Scotiabank in connection with
extensions of credit.

     "Base Rate Loan" means a Loan bearing interest at a fluctuating rate
      --------------                                                     
determined by reference to the Alternate Base Rate.

     "Borrower" is defined in the preamble.
      --------                    -------- 

     "Borrower Closing Date Certificate" means the closing date certificate,
      ---------------------------------                                     
dated as of the Closing Date, executed and delivered by the Borrower pursuant to
                                                                                
Section 5.1.5, substantially in the form of Exhibit K hereto.
-------------                               ---------        

                                      -6-
<PAGE>
 
     "Borrower Pledge Agreement" means the Pledge Agreement, dated as of the
      -------------------------                                             
Effective Date, executed and delivered by the Borrower, substantially in the
form of Exhibit F-1 hereto, as amended, supplemented, amended and restated or
        -----------                                                          
otherwise modified from time to time.

     "Borrower Security Agreement" means the Security Agreement, dated as of the
      ---------------------------                                               
Effective Date, executed and delivered by the Borrower, substantially in the
form of Exhibit G-1 hereto, as amended, supplemented, amended and restated or
        -----------                                                          
otherwise modified from time to time.

     "Borrowing" means the Loans of the same type and, in the case of Fixed Rate
      ---------                                                                 
Loans, having the same Interest Period made by all Lenders required to make such
Loans on the same Business Day and pursuant to the same Borrowing Request in
accordance with Section 2.1.
                ----------- 

     "Borrowing Request" means a Loan request and certificate duly executed by
      -----------------                                                       
an Authorized Officer of the Borrower, substantially in the form of Exhibit B
                                                                    ---------
hereto.

     "Business Day" means
      ------------       

          (a)  any day which is neither a Saturday or Sunday nor a legal holiday
     on which banks are authorized or required to be closed in New York, New
     York; and

          (b)  relative to the making, continuing, prepaying or repaying of any
     LIBO Rate Loans, any day which is a Business Day described in clause (a)
                                                                   ----------
     above and which is also a day on which dealings in Dollars are carried on
     in the interbank eurodollar market of the Administrative Agent's LIBOR
     Office.

     "Capital Expenditures" means, for any period, the aggregate amount of all
      --------------------                                                    
expenditures of the Borrower and its Restricted Subsidiaries for fixed or
capital assets made during such period which, in accordance with GAAP, would be
classified as capital expenditures.

     "Capital Stock" means, with respect to any Person, any and all shares,
      -------------                                                        
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person's capital, whether now outstanding or
issued after the Effective Date.

     "Capitalized Lease Liabilities" means all monetary obligations of the
      -----------------------------                                       
Borrower or any of its Restricted Subsidiaries under any leasing or similar
arrangement which, in accordance with GAAP, would be classified as capitalized
leases, and, for purposes of this Agreement and each other Loan Document, the
amount of such obligations shall be the capitalized amount thereof.

     "Cash Equivalent Investment" means, at any time:
      --------------------------                     

          (a)  any direct obligation of (or guaranteed by) the United States
     Government (or any agency or instrumentality thereof) maturing not more
     than one year after such time;

                                      -7-
<PAGE>
 
          (b)  commercial paper, maturing not more than nine months from the
     date of issue, which is issued by

               (i)  a corporation (other than an Affiliate of any Obligor)
          organized under the laws of any state of the United States or of the
          District of Columbia and rated A-1 by S&P or P-1 by Moody's, or

               (ii)  any Lender (or its holding company);

          (c)  any certificate of deposit or bankers acceptance, maturing not
     more than one year after such time, which is issued by either

               (i)  any bank organized under the laws of the United States (or
          any State thereof) and which has (x) a credit rating of Aa or better
          from Moody's or a comparable rating from S&P and (y) a combined
          capital and surplus greater than $500,000,000 (or the Dollar
          equivalent thereof); or

               (ii)  any Lender;

          (d)  any repurchase agreement entered into with any Lender or any
     commercial banking institution of the stature referred to in clause (c)(i)
                                                                  -------------
     which

               (i)  is secured by a fully perfected security interest in any
          obligation of the type described in clause (a), and
                                              ----------     

               (ii)  has a market value at the time such repurchase agreement is
          entered into of not less than 100% of the repurchase obligation of
          such commercial banking institution thereunder; or

          (e)  money market funds that invest substantially all of their assets
     in the investments described in clauses (a) through (d) above.
                                     -----------         ---       

     "CD Rate" means, relative to any Interest Period for CD Rate Loans, the
      -------                                                               
rate of interest determined by the Administrative Agent to be the arithmetic
average (rounded upwards, if necessary, to the nearest 1/16 of 1%) of the
prevailing rates per annum bid at 12:00 noon, New York City time (or as soon
thereafter as practicable), on the first day of such Interest Period by two or
more certificate of deposit dealers of recognized standing located in New York,
New York for the purchase at face value from the Administrative Agent of its
certificates of deposit in an amount approximately equal to the CD Rate Loan
being made or maintained by the Administrative Agent to which such Interest
Period applies and having a maturity approximately equal to such Interest
Period.

                                      -8-
<PAGE>
 
     "CD Rate Loan" means a Loan bearing interest, at all times during an
      ------------                                                       
Interest Period applicable to such Loan, at a fixed rate determined by reference
to the CD Rate (Reserve Adjusted).

     "CD Rate (Reserve Adjusted)" means, relative to any Loan to be made,
      --------------------------                                         
continued or maintained as, or converted into, a CD Rate Loan for any Interest
Period, a rate per annum (rounded upwards, if necessary, to the nearest 1/16 of
1%) determined pursuant to the following formula:
 
              CDR(RA)                  =           CDR           + AR
                                             ------------------
                                             (1.00   -    CDRR)
 
          where:
 
              CDR(RA)                  =     CD Rate (Reserve Adjusted)
              CDR                      =     CD Rate
              CDRR                     =     CD Reserve Requirement
              AR                       =     Assessment Rate

The CD Rate (Reserve Adjusted) for any Interest Period for CD Rate Loans will be
determined by the Administrative Agent on the basis of the CD Reserve
Requirement and Assessment Rate in effect on, and the applicable rates furnished
to and received by the Administrative Agent on, the first day of such Interest
Period.

     "CD Reserve Requirement" means, relative to any Interest Period for CD Rate
      ----------------------                                                    
Loans, a percentage (expressed as a decimal) equal to the maximum aggregate
reserve requirements (including all basic, supplemental, marginal and other
reserves and taking into account any transitional adjustments or other scheduled
changes in reserve requirements), specified under regulations issued from time
to time by the F.R.S. Board and then applicable to the class of banks of which
the Administrative Agent is a member, on deposits of the type used as a
reference in determining the CD Rate and having a maturity approximately equal
to such Interest Period.

     "CERCLA" means the Comprehensive Environmental Response, Compensation and
      ------                                                                  
Liability Act of 1980, as amended.

     "CERCLIS" means the Comprehensive Environmental Response Compensation
      -------                                                             
Liability Information System List.
     "Change in Control" means
      -----------------       

          (a)  any "person" or "group" (as such terms are used in Rule 13d-5
     under the Exchange Act, and Sections 13(d) and 14(d) of the Exchange Act)
     of persons (other than John Malone, the legal heirs of John Malone or any
     Primestar Partner) becomes, directly or indirectly, in a single transaction
     or in a related series of transactions by way of merger, consolidation, or
     other business combination or otherwise, the "beneficial owner" (as 

                                      -9-
<PAGE>
 
     such term is used in Rule 13d-3 of the Exchange Act) of 25% or more of the
     outstanding shares of Voting Stock of the Borrower; or

          (b)  during any consecutive two-year period calculated in accordance
     with GAAP, individuals who at the beginning of such period constituted the
     board of directors of the Borrower (together with any new directors whose
     election by such board of directors or whose nomination for election by the
     stockholders of the Borrower was approved by a vote of at least a majority
     of the directors then still in office who were either directors at the
     beginning of such period or whose election or nomination for election was
     previously so approved) cease for any reason (other than by action of the
     Permitted Holders) to constitute a majority of the board of directors of
     the Borrower then in office.

     "Closing Date" means the date of the initial Credit Extension, not to be
      ------------                                                           
later than April 30, 1998.

     "Code" means the Internal Revenue Code of 1986, and the regulations
      ----                                                              
thereunder, in each case as amended, reformed or otherwise modified from time to
time.

     "Collateral Subsidiary" is defined in clause (b) of Section 7.1.8.
      ---------------------                ----------    ------------- 

     "Commitment" means, as the context may require, the Revolving Loan
      ----------                                                       
Commitment, the Term Loan Commitment, the Letter of Credit Commitment or the
Swing Line Loan Commitment.

     "Commitment Amount" means, as the context may require, the Revolving Loan
      -----------------                                                       
Commitment Amount, the Term Loan Commitment Amount, the Letter of Credit
Commitment Amount or the Swing Line Loan Commitment Amount.

     "Commitment Termination Date" means, as the context may require, the
      ---------------------------                                        
Revolving Loan Commitment Termination Date or the Term Loan Commitment
Termination Date.

     "Commitment Termination Event" means
      ----------------------------       

          (a)  the occurrence of any Event of Default described in clauses (a)
                                                                   -----------
     through (d) of Section 8.1.9; or
             ---    -------------    

          (b)  the occurrence and continuance of any other Event of Default and
     either

                (i)  the declaration of all or any portion of the Loans to be
          due and payable pursuant to Section 8.3, or
                                      -----------    

                                      -10-
<PAGE>
 
               (ii)  the giving of notice by the Administrative Agent, acting at
          the direction of the Required Lenders, to the Borrower that the
          Commitments have been terminated.

     "Compliance Certificate" means a certificate duly completed and executed by
      ----------------------                                                    
an Authorized Officer of the Borrower, substantially in the form of Exhibit L
                                                                    ---------
hereto, as amended, supplemented, amended and restated or otherwise modified
from time to time, together with such changes thereto as the Administrative
Agent may from time to time reasonably request for the purpose of monitoring the
Borrower's compliance with the financial covenants contained herein.

     "Concentration Account Agreement" means any concentration account agreement
      -------------------------------                                           
executed and delivered by a concentration account bank, in each case
substantially in the form of Exhibit E to a Security Agreement, as amended,
supplemented, amended and restated or otherwise modified from time to time.

     "Consent and Agreement" means any consent and agreement executed and
      ---------------------                                              
delivered in connection with the Contract Assignment Agreement, each
substantially in the form of Exhibit J hereto, as amended, supplemented, amended
                             ---------                                          
and restated or otherwise modified from time to time.

     "Contingent Liability" means any agreement, undertaking or arrangement by
      --------------------                                                    
which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to, or otherwise to invest in, a
debtor, or otherwise to assure a creditor against loss) the Indebtedness of any
other Person (other than by endorsements of instruments in the course of
collection), or guarantees the payment of dividends or other distributions upon
the shares of any other Person.  The amount of any Person's obligation under any
Contingent Liability shall (subject to any limitation set forth therein) be
deemed to be the outstanding amount of the debt, obligation or other liability
guaranteed thereby.

     "Continuation/Conversion Notice" means a notice of continuation or
      ------------------------------                                   
conversion and certificate duly executed by an Authorized Officer of the
Borrower, substantially in the form of Exhibit D hereto.
                                       ---------        

     "Contract Assignment Agreement" means a contract assignment agreement,
      -----------------------------                                        
executed and delivered by the Borrower, substantially in the form of Exhibit I
                                                                     ---------
hereto, as amended, supplemented, amended and restated or otherwise modified
from time to time.

     "Contractual Obligation", as applied to any Person, means any provision of
      ----------------------                                                   
any Securities issued by that Person or any indenture, mortgage, deed of trust,
security agreement, pledge agreement, guaranty, contract, undertaking, agreement
or instrument to which that Person is a party or by which it or any of its
properties is bound, or to which it or any of its properties is subject.

                                      -11-
<PAGE>
 
     "Controlled Group" means all members of a controlled group of corporations
      ----------------                                                         
and all members of a controlled group of trades or businesses (whether or not
incorporated) under common control which, together with the Borrower, are
treated as a single employer under Section 414(b) or 414(c) of the Code or
Section 4001 of ERISA.

     "Copyright Security Agreement" means any copyright security agreement
      ----------------------------                                        
executed and delivered by the Borrower or a Restricted Subsidiary, as the case
may be, in each case substantially in the form of Exhibit C to a Security
Agreement, as amended, supplemented, amended and restated or otherwise modified
from time to time.

     "Covered Taxes" means any Taxes other than Taxes imposed with respect to
      -------------                                                          
any Agent or any Lender by reason of a connection between such Agent or such
Lender and the relevant taxing jurisdiction, including a connection arising from
such Person being or having been a citizen or resident of such jurisdiction, or
having or having had a permanent establishment or fixed place of business or
being or having been engaged in business therein, but excluding a connection
arising solely from such Person having executed, delivered, performed its
obligations or received any payment under, or enforced, this Agreement or any
other Loan Document.  Taxes shall be considered Covered Taxes if such Taxes are
imposed on (i) the Agent solely by reason of a connection between a Lender (but
not the Agent) and the relevant taxing jurisdiction or (ii) a Lender solely by
reason of a connection between the Agent or any other Lender (but not such
Lender) and the relevant taxing jurisdiction.

     "Credit Extension" means, as the context may require,
      ----------------                                    

          (a)  the making of a Loan by a Lender; or

          (b)  the issuance of any Letter of Credit, or the extension of any
     Stated Expiry Date of any existing Letter of Credit, by the Issuer and
     participation in such Letter of Credit by the Lenders pursuant to the terms
     of this Agreement.

The conversion or continuation of any Loan shall not constitute a new Credit
Extension.

     "Credit Extension Request" means, as the context may require, any Borrowing
      ------------------------                                                  
Request or Issuance Request.

     "Default" means any Event of Default or any condition, occurrence or event
      -------                                                                  
which, after notice or lapse of time or both, would constitute an Event of
Default.

     "Disbursement" is defined in Section 2.6.2.
      ------------                ------------- 

     "Disbursement Date" is defined in Section 2.6.2.
      -----------------                ------------- 

                                      -12-
<PAGE>
 
     "Disclosure Schedule" means the Disclosure Schedule attached hereto as
      -------------------                                                  
Schedule I, as it may be amended, supplemented, amended and restated or
----------                                                             
otherwise modified from time to time by the Borrower with the written consent of
the Administrative Agent and the Required Lenders.

     "Documentation Agent" is defined in the preamble and includes each other
      -------------------                    --------                        
Person as shall have subsequently been appointed as the successor Documentation
Agent pursuant to Section 9.4.
                  ----------- 

     "Dollar" and the sign "$" mean lawful money of the United States.
      ------                -                                         

     "Domestic Office" means, relative to any Lender, the office of such Lender
      ---------------                                                          
designated as such Lender's "Domestic Office" opposite its name on Schedule II
                                                                   -----------
hereto or in a Lender Assignment Agreement, or such other office of a Lender (or
any successor or assign of such Lender) within the United States as may be
designated from time to time by notice from such Lender, as the case may be, to
each other Person party hereto.

     "EBITDA" means, for the Borrower and its Restricted Subsidiaries, for any
      ------                                                                  
applicable period, the sum (without duplication) for such period of:

          (a)  Net Income,

plus
----

          (b)  the amount deducted in determining Net Income representing
     amortization (including amortization with respect to goodwill, deferred
     financing costs, other non-cash interest income and expense and all other
     intangible assets),

plus
----

          (c)  the amount deducted in determining Net Income of all federal,
     state and local income taxes (whether paid in cash or deferred),

plus
----

          (d)  Total Interest Expense plus, without duplication, any non-cash
     interest expense,

plus
----

          (e)  the amount deducted in determining Net Income representing
     depreciation of assets,

plus
----

                                      -13-
<PAGE>
 
          (f)  the amount deducted in determining Net Income representing other
     non-cash expenses.

     "Effective Date" means the date this Agreement becomes effective pursuant
      --------------                                                          
to Section 10.8.
   ------------ 

     "Environmental Laws" means all applicable federal, state or local statutes,
      ------------------                                                        
laws, ordinances, codes, rules, regulations and guidelines (including consent
decrees and administrative orders) relating to public health and safety and
protection of the environment.

     "Equity Interests", with respect to any Person, means any Capital Stock
      ----------------                                                      
issued by such Person, regardless of class or designation, or any limited or
general partnership interest in such Person, regardless of designation, and all
warrants, options, purchase rights, conversion or exchange rights, voting
rights, calls or claims of any character with respect thereto.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
      -----                                                               
amended, and any successor statute thereto of similar import, together with the
regulations thereunder, in each case as in effect from time to time.  References
to sections of ERISA also refer to any successor sections thereto.

     "Event of Default" is defined in Section 8.1.
      ----------------                ----------- 

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.
      ------------                                                        

     "Exemption Certificate" is defined in clause (b)(ii) of Section 4.6.
      ---------------------                --------------    ----------- 

     "Existing Credit Agreement" is defined in the third recital.
      -------------------------                    ----- ------- 

     "Existing Lenders" is defined in the third recital.
      ----------------                    ----- ------- 

     "Federal Funds Rate" means, for any period, a fluctuating rate of interest
      ------------------                                                       
per annum equal for each day during such period to:

          (a)  the weighted average of the rates on overnight federal funds
     transactions with members of the Federal Reserve System arranged by federal
     funds brokers, as published for such day (or, if such day is not a Business
     Day, for the next preceding Business Day) by the Federal Reserve Bank of
     New York; or

          (b)  if such rate is not so published for any day which is a Business
     Day, the average of the quotations for such day on such transactions
     received by the Administrative Agent from three federal funds brokers of
     recognized standing selected by it.

                                      -14-
<PAGE>
 
     "Fiscal Quarter" means a quarter ending on the last day of March, June,
      --------------                                                        
September and December.

     "Fiscal Year" means any period of twelve consecutive calendar months ending
      -----------                                                               
on December 31; references to a Fiscal Year with a number corresponding to any
calendar year (e.g., the "1997 Fiscal Year") refer to the Fiscal Year ending on
               ----                                                            
December 31 of such calendar year.

     "Fixed Rate Loan" means any CD Rate Loan or any LIBO Rate Loan.
      ---------------                                               

     "F.R.S. Board" means the Board of Governors of the Federal Reserve System
      ------------                                                            
or any successor thereto.

     "GAAP" is defined in Section 1.4.
      ----                ----------- 

     "Governmental Approval" means any action, authorization, consent, approval,
      ---------------------                                                     
license, lease, ruling, permit, tariff, rate, certification, exemption, filing,
variance, claim, order, judgment, decree, publication, notices to, declarations
of or with or registration by or with any Regulatory Authority.

     "Governmental Rule" means any statute, law, regulation, ordinance, rule,
      -----------------                                                      
judgment, order, decree, permit, concession, grant, franchise, license,
agreement, directive, guideline, policy, requirement, or other governmental
authorization including any conditions thereof, restriction or any similar form
of published or otherwise known decision of or determination by, or any
interpretation or administration of any of the foregoing by, any Regulatory
Authority, whether now or hereafter in effect (including any Environmental Law).

     "Hazardous Material" means:
      ------------------        

          (a)  any "hazardous substance", as defined by CERCLA;

          (b)  any "hazardous waste", as defined by the Resource Conservation
     and Recovery Act, as amended; or

          (c)  any pollutant or contaminant or hazardous, dangerous or toxic
     chemical, material or substance (including any petroleum product) within
     the meaning of any other applicable federal, state or local law,
     regulation, ordinance or requirement (including consent decrees and
     administrative orders) relating to or imposing liability or standards of
     conduct concerning any hazardous, toxic or dangerous waste, substance or
     material, all as amended.

     "Hedging Obligations" means, with respect to any Person, all liabilities of
      -------------------                                                       
such Person under currency exchange agreements, interest rate swap agreements,
interest rate cap agreements 

                                      -15-
<PAGE>
 
and interest rate collar agreements, and all other agreements or arrangements
designed to protect such Person against fluctuations in interest rates or
currency exchange rates.

     "herein", "hereof", "hereto", "hereunder" and similar terms contained in
      ------    ------    ------    ---------                                
this Agreement or any other Loan Document refer to this Agreement or such other
Loan Document, as the case may be, as a whole and not to any particular Section,
paragraph or provision of this Agreement or such other Loan Document.

     "Impermissible Qualification" means, relative to the opinion or
      ---------------------------                                   
certification of any independent public accountant as to any financial statement
of the Borrower, any qualification or exception to such opinion or
certification:

          (a)  which is of a "going concern" or similar nature;

          (b)  which relates to the limited scope of examination of matters
     relevant to such financial statement; or

          (c)  which relates to the treatment or classification of any item in
     such financial statement and which, as a condition to its removal, would
     require an adjustment to such item the effect of which would be to cause
     the Borrower to be in default of any of its obligations under Section
                                                                   -------
     7.2.4.
     -----

     "including" and "include" mean including without limiting the generality of
      ---------       -------                                                   
any description preceding such term, and, for purposes of this Agreement and
each other Loan Document, the parties hereto agree that the rule of ejusdem
                                                                    -------
generis shall not be applicable to limit a general statement, which is followed
-------                                                                        
by or referable to an enumeration of specific matters, to matters similar to the
matters specifically mentioned.

     "Indebtedness" of any Person means, without duplication:
      ------------                                           

          (a)  all obligations of such Person for borrowed money and all
     obligations of such Person evidenced by bonds, debentures, notes or other
     similar instruments;

          (b)  all obligations, contingent or otherwise, relative to the face
     amount of all letters of credit, whether or not drawn, and banker's
     acceptances issued for the account of such Person;

          (c)  all obligations of such Person as lessee under leases which have
     been or should be, in accordance with GAAP, recorded as Capitalized Lease
     Liabilities;

          (d)  net liabilities of such Person under all Hedging Obligations;

                                      -16-
<PAGE>
 
          (e)  whether or not so included as liabilities in accordance with
     GAAP, all obligations of such Person to pay the deferred purchase price of
     property or services, and indebtedness (excluding prepaid interest thereon)
     secured by a Lien on property owned or being purchased by such Person
     (including indebtedness arising under conditional sales or other title
     retention agreements), whether or not such indebtedness shall have been
     assumed by such Person or is limited in recourse; and

          (f)  all Contingent Liabilities of such Person in respect of any of
     the foregoing.

For all purposes of this Agreement, the Indebtedness of any Person shall include
the recourse Indebtedness of any partnership or joint venture in which such
Person is a general partner or a joint venturer.

     "Indemnified Liabilities" is defined in Section 10.4.
      -----------------------                ------------ 

     "Indemnified Parties" is defined in Section 10.4.
      -------------------                ------------ 

     "Interest Period" means, relative to any Fixed Rate Loan, the period
      ---------------                                                    
beginning on (and including) the date on which such Fixed Rate Loan is made or
continued as, or converted into, a Fixed Rate Loan pursuant to Section 2.3 or
                                                               -----------   
2.4 and shall end on (but exclude) the day which is, in the case of a CD Rate
---                                                                          
Loan, 30, 60 or 90 (or if available to all relevant Lenders and at the
discretion of the Administrative Agent, 180) days thereafter, or which, in the
case of a LIBO Rate Loan, numerically corresponds to such date one, two, three
or six (or if available to all relevant Lenders and at the discretion of the
Administrative Agent, twelve) months thereafter (or, if such month has no
numerically corresponding day, on the last Business Day of such month), as the
Borrower may select in its relevant notice pursuant to Section 2.3 or 2.4;
                                                       -----------    --- 
provided, however, that:
--------  -------       

          (a)  the Borrower shall not be permitted to select Interest Periods to
     be in effect at any one time which have expiration dates occurring on more
     than fifteen different dates;

          (b)  if such Interest Period would otherwise end on a day which is not
     a Business Day, such Interest Period shall end on the next following
     Business Day (unless such next following Business Day is the first Business
     Day of a calendar month, in which case such Interest Period shall end on
     the Business Day next preceding such numerically corresponding day); and

          (c)  no Interest Period for any Loan (i) may be selected for any Loan
     made prior to a date following the Effective Date agreed to in writing by
     the Borrower and the Administrative Agent which would end after such date
     and (ii) may end later than the Stated Maturity Date.

                                      -17-
<PAGE>
 
     "Investment" means, relative to any Person:
      ----------                                

          (a)  any loan or advance made by such Person to any other Person
     (excluding commission, travel, petty cash and similar advances to officers
     and employees made in the ordinary course of business);

          (b)  any Contingent Liability of such Person incurred in connection
     with loans or advances described in clause (a); and
                                         ----------     

          (c)  any ownership or similar interest held by such Person in any
     other Person.

The amount of any Investment shall be the original principal or capital amount
thereof less all returns of principal or equity thereon and shall, if made by
the transfer or exchange of property other than cash, be deemed to have been
made in an original principal or capital amount equal to the fair market value
of such property at the time of such Investment.

     "Issuance Request" means a Letter of Credit request and certificate duly
      ----------------                                                       
executed by an Authorized Officer of the Borrower, substantially in the form of
Exhibit C hereto.
---------        

     "Issuer" means Scotiabank in its capacity as issuer of the Letters of
      ------                                                              
Credit.  Scotiabank may act or decline to act as the Issuer in its sole
discretion.  At the request of Scotiabank, another Lender or an Affiliate of
Scotiabank may issue one or more Letters of Credit hereunder.

     "Law Change" is defined in clause (b) of Section 4.6.
      ----------                ----------    ----------- 

     "Lender Assignment Agreement" means a lender assignment agreement,
      ---------------------------                                      
substantially in the form of Exhibit E hereto.
                             ---------        

     "Lenders" is defined in the preamble and, in addition, shall include any
      -------                    --------                                    
commercial bank or other financial institution that becomes a Lender pursuant to
                                                                                
Section 10.11.1.
--------------- 

     "Lender's Environmental Liability" means any and all losses, liabilities,
      --------------------------------                                        
obligations, penalties, claims, litigation, demands, defenses, costs, judgments,
suits, proceedings, damages (including consequential damages), disbursements or
expenses of any kind or nature whatsoever (including reasonable attorneys' fees
at trial and appellate levels and experts' fees and disbursements and expenses
incurred in investigating, defending against or prosecuting any litigation,
claim or proceeding) which may at any time be imposed upon, incurred by or
asserted or awarded against any Lender or any of such Lender's parent and
subsidiary corporations, and their Affiliates, shareholders, directors,
officers, employees, and agents in connection with or arising from:

          (a)  any Hazardous Material on, in, under or affecting all or any
     portion of any property of the Borrower or any of its Subsidiaries, the
     groundwater thereunder, or any 

                                      -18-
<PAGE>
 
     surrounding areas thereof to the extent caused by Releases from the
     Borrower's or any of the Borrower's Subsidiaries' or any of their
     respective predecessors' properties;

          (b)  any misrepresentation, inaccuracy or breach of any warranty,
     contained or referred to in Section 6.13;
                                 ------------ 

          (c)  any violation or claim of violation by the Borrower or any of its
     Subsidiaries of any Environmental Laws; or

          (d)  the imposition of any lien for damages caused by or the recovery
     of any costs for the cleanup, release or threatened release of Hazardous
     Material by the Borrower or any of its Subsidiaries, or in connection with
     any property owned or formerly owned by the Borrower or any of its
     Subsidiaries.

     "Letter of Credit" is defined in Section 2.1.2.
      ----------------                ------------- 

     "Letter of Credit Commitment" means, with respect to the Issuer, the
      ---------------------------                                        
Issuer's obligation to issue Letters of Credit pursuant to Section 2.1.2 and,
                                                           -------------     
with respect to each of the other Lenders, the obligations of each such Lender
to participate in such Letters of Credit pursuant to Section 2.6.1.
                                                     ------------- 

     "Letter of Credit Commitment Amount" means, on any date, $100,000,000, as
      ----------------------------------                                      
such amount may be permanently reduced from time to time pursuant to Section
                                                                     -------
2.2.
---

     "Letter of Credit Outstandings" means, on any date, an amount equal to the
      -----------------------------                                            
sum of:

          (a)  the then aggregate amount which is undrawn and available under
     all issued and outstanding Letters of Credit,

plus
----

          (b)  the then aggregate amount of all unpaid and outstanding
     Reimbursement Obligations.

     "LIBO Rate" means, relative to any Interest Period for LIBO Rate Loans, the
      ---------                                                                 
rate of interest determined as follows:

          (a)  on the date two Business Days prior to the first day of such
     Interest Period, the Administrative Agent shall obtain the offered
     quotation(s) that appear on the Reuter's Screen for Dollar deposits for a
     period comparable to such Interest Period.  If at least two such offered
     quotations appear on the Reuter's Screen, the LIBO Rate shall be the
     arithmetic average (rounded upwards, if necessary, to the nearest 1/16th of
     1%) of such offered quotations, as determined by the Administrative Agent;
     or

                                      -19-
<PAGE>
 
          (b)  if the Reuter's Screen is not available or has been discontinued,
     the LIBO Rate shall be the rate per annum which the Administrative Agent in
     good faith determines to be the arithmetic average (rounded as aforesaid)
     of the offered quotations for Dollar deposits in an amount comparable to
     the Administrative Agent's share of the relevant amount in respect of which
     the LIBO Rate is being determined for a period comparable to the relevant
     LIBO Interest Period that leading banks in New York City selected by the
     Administrative Agent are quoting at 11:00 a.m. on the date two Business
     Days prior to the first day of such Interest Period in the New York
     Interbank Market to major international banks.

     "LIBO Rate Loan" means a Loan bearing interest, at all times during an
      --------------                                                       
Interest Period applicable to such Loan, at a fixed rate of interest determined
by reference to the LIBO Rate (Reserve Adjusted).

     "LIBO Rate (Reserve Adjusted)" means, relative to any Loan to be made,
      ----------------------------                                         
continued or maintained as, or converted into, a LIBO Rate Loan for any Interest
Period, a rate per annum (rounded upwards, if necessary, to the nearest 1/16th
of 1%) determined pursuant to the following formula:

        LIBO Rate         =                  LIBO Rate
                               -------------------------------------
     (Reserve Adjusted)          1.00 - LIBOR Reserve Percentage

     The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate
Loans will be determined by the Administrative Agent on the basis of the LIBOR
Reserve Percentage in effect, and the applicable rates furnished to and received
by the Administrative Agent from Scotiabank two Business Days before, the first
day of such Interest Period.

     "LIBOR Office" means, relative to any Lender, the office of such Lender
      ------------                                                          
designated as such Lender's "LIBOR Office" opposite its name on Schedule II
                                                                -----------
hereto or in a Lender Assignment Agreement, or such other office of a Lender as
designated from time to time by notice from such Lender to the Borrower and the
Administrative Agent, whether or not outside the United States, which shall be
making or maintaining LIBO Rate Loans of such Lender hereunder.

     "LIBOR Reserve Percentage" means, relative to any Interest Period for LIBO
      ------------------------                                                 
Rate Loans, the reserve percentage (expressed as a decimal) equal to the maximum
aggregate reserve requirements (including all basic, emergency, supplemental,
marginal and other reserves and taking into account any transitional adjustments
or other scheduled changes in reserve requirements) specified under regulations
issued from time to time by the F.R.S. Board and then applicable to assets or
liabilities consisting of or including "Eurocurrency Liabilities", as currently
defined in Regulation D of the F.R.S. Board, and applicable to all Lenders,
having a term approximately equal or comparable to such Interest Period.

                                      -20-
<PAGE>
 
     "Lien" means any security interest, mortgage, pledge, hypothecation,
      ----                                                               
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against or interest in property, or other priority or preferential
arrangement of any kind or nature whatsoever, to secure payment of a debt or
performance of an obligation.

     "Loan" means, as the context may require, a Revolving Loan, a Term Loan or
      ----                                                                     
a Swing Line Loan.

     "Loan Documents" collectively means this Agreement, the Notes, the Letters
      --------------                                                           
of Credit, each Rate Protection Agreement relating to Hedging Obligations of the
Borrower or any of its Subsidiaries, each Borrowing Request, each Issuance
Request, the Borrower Pledge Agreement, the Subsidiary Pledge Agreement, the
Borrower Security Agreement, the Subsidiary Security Agreement, each Patent
Security Agreement, each Trademark Security Agreement, each Copyright Security
Agreement, the Contract Assignment Agreement, each Consent and Agreement, the
Concentration Account Agreement, each Subsidiary Guaranty, the Assumption and
Amendment Agreement and each other agreement, certificate, document or
instrument delivered in connection with this Agreement and such other
agreements, whether or not specifically mentioned herein or therein.

     "Loral" means Space Systems/Loral, Inc., a New York corporation.
      -----                                                          

     "Material Adverse Effect" means a material adverse effect on (a) the
      -----------------------                                            
financial condition, operations, assets, business or properties of (i) the
Borrower, (ii) the Borrower and its Subsidiaries, taken as a whole, or (iii) the
Borrower and its Restricted Subsidiaries, taken as a whole, (b) the rights and
remedies of the Administrative Agent or any Secured Party under any Loan
Document, (c) the ability of the Borrower or any other Obligor to perform its
Obligations under any Loan Document or Transaction Document to which it is or
becomes a party or (d) the perfection or priority of the Secured Parties' Liens
upon the collateral described in any Loan Document.

     "Monthly Payment Date" means the twentieth day of each calendar month, or,
      --------------------                                                     
if any such day is not a Business Day, the next succeeding Business Day.

     "Moody's" means Moody's Investors Service, Inc.
      -------                                       

     "Net Disposition Proceeds" means, with respect to a Permitted Disposition
      ------------------------                                                
or any other disposition of the assets of the Borrower or any of its
Subsidiaries, the excess of

          (a)  the gross cash proceeds received by the Borrower or any of its
     Subsidiaries from any Permitted Disposition (including the receipt of (i)
     proceeds paid on account of the loss of or damage to any property or asset
     and awards of compensation for any asset taken by condemnation, eminent
     domain or similar proceedings and (ii), after payment in full of all
     obligations under the Primestar Partnership Credit Agreement, damages or

                                      -21-
<PAGE>
 
     other amounts due under the Satellite Construction Agreement (including the
     refund of the full purchase price of any Tempo Satellite which has not been
     delivered pursuant to the terms thereof)) and any cash payments received in
     respect of promissory notes or other non-cash consideration delivered to
     the Borrower or such Subsidiary in respect of any Permitted Disposition or
     other disposition,

less
----

          (b)  the sum of

               (i)  all reasonable and customary fees and expenses with respect
          to legal, investment banking, brokerage and accounting and other
          professional fees, sales commissions and disbursements and all other
          reasonable fees, expenses and charges, in each case actually incurred
          in connection with such Permitted Disposition other than such amounts
          which have been paid to Affiliates of the Borrower in violation of
          Section 7.2.13,
          -------------- 

               (ii)  all taxes and other governmental costs and expenses
          actually paid or estimated by the Borrower (in good faith) to be
          payable in cash in connection with such Permitted Disposition;
          provided, however, that if, after the payment of all taxes with
          --------  -------                                              
          respect to such Permitted Disposition, the amount of estimated taxes,
          if any, exceeded the tax amount actually paid in cash in respect of
          such Permitted Disposition, the Commitment Amount shall be
          automatically reduced by the aggregate amount of such excess, pursuant
          to clause (b) of Section 2.2.2,
             ----------    ------------- 

               (iii)  payments made by the Borrower or any of its Subsidiaries
          to retire Indebtedness secured by a Lien on the assets subject to such
          disposition (other than the Loans) of the Borrower or any of its
          Subsidiaries where payment of such Indebtedness is required in
          connection with such Permitted Disposition, and

               (iv)  an amount of such proceeds, which, at the option of the
          Borrower and so long as no Default shall have occurred and be
          continuing, the Borrower uses or causes the applicable Subsidiary to
          use such proceeds to purchase substantially similar assets useful in
          the business of the Borrower or such Subsidiary (with such assets or
          interests collectively referred to as "Qualified Assets") within 345
                                                 ----------------             
          days after the consummation (and with the proceeds) of such sale,
          conveyance or disposition, and in the event the Borrower or such
          Subsidiary elects to exercise its right to purchase Qualified Assets
          with the Net Disposition Proceeds pursuant to this clause, the
          Borrower shall deliver a certificate of an Authorized Officer to the
          Administrative Agent within 30 days following the receipt of Net
          Disposition Proceeds setting forth the amount of the Net Disposition
          Proceeds which the Borrower or such Subsidiary expects to use to
          purchase Qualified Assets during such 345-day period.

                                      -22-
<PAGE>
 
If and to the extent that the Borrower or such Subsidiary has elected to
reinvest Net Disposition Proceeds as permitted above, then on the date which is
345 days after the relevant sale, conveyance or disposition, the Borrower shall
deliver a certificate of an Authorized Officer to the Administrative Agent
certifying as to the amount and use of such Net Disposition Proceeds actually
used to purchase Qualified Assets.  To the extent such Net Disposition Proceeds
are not so used to purchase Qualified Assets then the Commitment Amount shall be
automatically reduced by an amount equal to the aggregate amount of such
proceeds not so used to purchase Qualified Assets.

     "Net Income" means, for any period, the aggregate of all amounts (exclusive
      ----------                                                                
of all amounts in respect of any non-cash extraordinary gains and any non-cash
extraordinary losses) which, in accordance with GAAP, would be included as net
income on the consolidated financial statements of the Borrower and its
Restricted Subsidiaries for such period.

     "Non-U.S. Lender" means any Lender that is not a U.S. Person.
      ---------------                                             

     "Note" means, as the context may require, a Revolving Note, a Term Note or
      ----                                                                     
a Swing Line Note.

     "Obligations" means all obligations (monetary or otherwise, whether
      -----------                                                       
absolute or contingent, matured or unmatured, direct or indirect, choate or
inchoate, sole, joint, several or joint and several, due or to become due,
heretofore or hereafter contracted or acquired) of the Borrower and each other
Obligor arising under or in connection with this Agreement and each other Loan
Document.

     "Obligor" means, as the context may require, the Borrower, each Restricted
      -------                                                                  
Subsidiary and any other Person (other than a Secured Party) to the extent such
Person is obligated under this Agreement or any other Loan Document.

     "Organic Document" means, relative to any Obligor, as applicable, its
      ----------------                                                    
certificate of incorporation, by-laws, certificate of partnership, partnership
agreement, certificate of formation, limited liability agreement and all
shareholder agreements, voting trusts and similar arrangements applicable to any
of such Obligor's partnership interests, limited liability company interests or
authorized shares of Capital Stock.

     "Original Credit Agreement" is defined in the second recital.
      -------------------------                    ------ ------- 

     "Original Lenders" is defined in the second recital.
      ----------------                    ------ ------- 

     "Participant" is defined in Section 10.11.2.
      -----------                --------------- 

                                      -23-
<PAGE>
 
     "Partners" means, collectively, TSAT, Time Warner Entertainment Company,
      --------                                                               
L.P., Advance/Newhouse Partnership, Comcast Corporation, Cox Communications,
Inc., MediaOne of Delaware, Inc. and GE American Communications, Inc.

     "Patent Security Agreement" means any patent security agreement executed
      -------------------------                                              
and delivered by the Borrower or a Restricted Subsidiary, as the case may be, in
each case substantially in the form of Exhibit A to a Security Agreement, as
amended, supplemented, amended and restated or otherwise modified from time to
time.

     "Payment Date" means (a) until such time as there is no requirement in any
      ------------                                                             
Subordinated Debt Document that interest thereunder be paid other than semi-
annually, a Monthly Payment Date, and (b) thereafter, a Quarterly Payment Date.

     "PBGC" means the Pension Benefit Guaranty Corporation and any entity
      ----                                                               
succeeding to any or all of its functions under ERISA.

     "Pension Plan" means a "pension plan", as such term is defined in Section
      ------------                                                            
3(2) of ERISA, which is subject to Title IV of ERISA (other than a multiemployer
plan as defined in Section 4001(a)(3) of ERISA), and to which the Borrower or
any corporation, trade or business that is, along with the Borrower, a member of
a Controlled Group, may have liability, including any liability by reason of
having been a substantial employer within the meaning of Section 4063 of ERISA
at any time during the preceding five years, or by reason of being deemed to be
a contributing sponsor under Section 4069 of ERISA.

     "Percentage" means, relative to any Lender, the applicable percentage
      ----------                                                          
relating to Revolving Loans or Term Loans, as the case may be, as set forth
opposite its name on Schedule II hereto under the applicable column heading or
                     -----------                                              
set forth in a Lender Assignment Agreement, as such percentage may be adjusted
from time to time pursuant to Lender Assignment Agreement(s) executed by such
Lender and its Assignee Lender(s) and delivered pursuant to Section 10.11.1.
                                                            --------------- 

     "Permitted Disposition" means a sale, disposition or other conveyance of
      ---------------------                                                  
assets by the Borrower or any of its Subsidiaries in accordance with the terms
of clause (iv) of Section 7.2.11 or as otherwise agreed to by the Required
   -----------    --------------                                          
Lenders.

     "Permitted Holder" shall have the meaning set forth in the Senior
      ----------------                                                
Subordinated Notes Indenture and the Senior Subordinated Discount Notes
Indenture.

     "Permitted Refinancing" means, relative to any Indebtedness, any other
      ---------------------                                                
Indebtedness which is incurred to repay and retire in full such refinanced
Indebtedness and all other monetary obligations in respect of such refinanced
Indebtedness; provided, however, that
              --------  -------      

          (a)  other than with respect to Subordinated Debt, such refinancing
     Indebtedness shall not be incurred in an original principal amount which
     exceeds the aggregate amount 

                                      -24-
<PAGE>
 
     on the date of such refinancing of the outstanding amount of such
     refinanced Indebtedness plus the then aggregate amount of all such other
     monetary obligations in respect thereof;

          (b)  the weighted average life of such refinancing Indebtedness shall
     not be less than the weighted average life on the date of such refinancing
     of such refinanced Indebtedness;

          (c)  other than reasonable and customary fees, discounts and
     commissions payable in connection with the refinancing Indebtedness, the
     refinancing Indebtedness shall not impose on the Borrower or any Restricted
     Subsidiary rates of interest, prepayment charges or other fees or amounts
     that are more than 2% per annum higher that the highest respective amounts
     thereof payable in respect of such refinanced Indebtedness excluding the
     effect of any equity security issued in connection with such Indebtedness;

          (d)  the refinancing Indebtedness shall not contain terms and
     conditions that, taken as a whole, make the refinancing Indebtedness
     materially more burdensome to the Borrower or Restricted Subsidiaries, or,
     except in the case of the refinancing of Indebtedness permitted under
     clause (c) of Section 7.2.2, materially more beneficial to the holders of
     ----------    -------------                                              
     the refinancing Indebtedness, than the terms in effect on the date of such
     refinancing of the refinanced Indebtedness (provided that the Lenders
                                                 --------                 
     acknowledge and agree that if the covenants contained in any refinancing
     Indebtedness in respect of the Senior Subordinated Credit Agreement are
     substantially similar to the covenants contained in Article 6A of the
     Senior Subordinated Credit Agreement, such covenants shall be acceptable to
     the Lenders); and

          (e)  if such refinanced Indebtedness is Subordinated Debt, the
     refinancing Indebtedness shall not contain rights and remedies that, taken
     as a whole, are materially more detrimental to the Lenders or materially
     more beneficial to the holders of the refinancing Indebtedness, than the
     terms in effect on the date of such refinancing of the refinanced
     Indebtedness.

     "Person" means any natural person, corporation, limited liability company,
      ------                                                                   
partnership, joint venture, joint stock company, firm, association, trust or
unincorporated organization, government, governmental agency, court or any other
legal entity, whether acting in an individual, fiduciary or other capacity.

     "Plan" means any Pension Plan or Welfare Plan.
      ----                                         

     "Pledge Agreement" means, as the context may require, the Borrower Pledge
      ----------------                                                        
Agreement and/or the Subsidiary Pledge Agreement.

                                      -25-
<PAGE>
 
     "Pledged Subsidiary" means, at any time, each Subsidiary in respect of
      ------------------                                                   
which the Administrative Agent has been granted, at such time, a security
interest in and to, or a pledge of, (i) any of the issued and outstanding shares
of Capital Stock of such Subsidiary, or (ii) any intercompany notes of such
Subsidiary owing to the Borrower or another Subsidiary of the Borrower.

     "PRIMESTAR Distribution Service" means the distribution of the PRIMESTAR
      ------------------------------                                         
Programing as described in the Proxy.

     "Primestar Partnership" means PRIMESTAR Partners, L.P., a Delaware limited
      ---------------------                                                    
partnership.

     "Primestar Partnership Agreement" means the Limited Partnership Agreement
      -------------------------------                                         
of the Primestar Partnership (then known as K Prime Partners, L.P.), dated as of
February 8, 1990, as amended.

     "Primestar Partnership Credit Agreement" means the bank credit facility
      --------------------------------------                                
obtained by the Primestar Partnership to finance advances to Tempo for payments
due in respect of the Tempo Satellite under the Satellite Construction
Agreement, and supported by letters of credit arranged for by Affiliates of the
Partners.

     "Pro-Forma Balance Sheet" means the primary condensed  pro forma combined
      -----------------------                               --- -----         
balance sheet of the Borrower and its Subsidiaries, as of September 30, 1997,
delivered pursuant to Section 5.1.4, certified by the chief financial or
                      -------------                                     
accounting Authorized Officer of the Borrower, giving effect to the consummation
of all the transactions contemplated by this Agreement and reflecting the
resulting capital structure (debt and equity) of the Borrower.

     "Pro-Forma Debt Service" means, on any date of determination, in respect of
      ----------------------                                                    
the Borrower and its Restricted Subsidiaries, the sum of (a) all Annual Pro-
Forma Interest Expense, plus (b) scheduled principal payments including the
                        ----                                               
current maturities thereof, due on Total Debt for the four Fiscal Quarters
immediately succeeding such date of determination thereof plus (c) an amount
                                                          ----              
equal to the excess of the (i) sum of (x) the aggregate principal amount of all
Loans and (y) the Letters of Credit Outstanding on such date over (ii) the
Commitment Amount as such Commitment Amount is scheduled to be reduced pursuant
to clause (a) of Section 2.2.2 during the four Fiscal Quarters immediately
   ----------    -------------                                            
succeeding such date of determination.

     "Pro-Forma Interest Expense" means, for any period for which a
      --------------------------                                   
determination thereof is to be made, the sum of (a) the amount of all interest
which is payable in cash during such period on Total Debt of the Borrower and
its Restricted Subsidiaries on a consolidated basis which, without duplication,
is scheduled to be paid or will accrue during such period, including, without
limitation, in respect of the Loans and Subordinated Debt plus (b) all
                                                          ----        
commitment, line of credit, letter of credit, guarantee and similar fees (no
matter how designated) scheduled or required to be paid by the Borrower and its
Restricted Subsidiaries to any lender in exchange for such lender's 

                                      -26-
<PAGE>
 
commitment to lend to the Borrower and its Restricted Subsidiaries, including,
without limitation, the commitment fee in respect of the Loans and Letters of
Credit, which is scheduled or required to be paid by the Borrower and its
Restricted Subsidiaries during such period. For purposes of calculating Pro-
Forma Interest Expense (i) where any item of interest on any Total Debt varies
or depends upon a variable rate of interest, such rate shall be assumed to equal
the rate in effect on the date of calculation thereof and (ii) the principal
amount outstanding under any revolving or line of credit facility shall be
assumed to be the outstanding principal balance thereunder on the last day of
the Fiscal Quarter immediately preceding the period in respect of which the
calculation of Pro-Forma Interest Expense is being determined as adjusted for
any scheduled principal payments during such period.

     "Proxy" means the proxy statement filed by TSAT on January 26, 1998.
      -----                                                              

     "Qualified Assets" is defined in clause (b)(iv) of the definition of Net
      ----------------                --------------                         
Disposition Proceeds.

     "Quarterly Payment Date" means the last day of March, June, September and
      ----------------------                                                  
December, or, if any such day is not a Business Day, the next succeeding
Business Day.

     "Rate Protection Agreement" means, collectively, any interest rate swap,
      -------------------------                                              
cap, collar or similar agreement entered into or assumed by the Borrower
pursuant to the terms of this Agreement or the Existing Credit Agreement under
which the counterparty to such agreement is (or at the time such Rate Protection
Agreement was entered into, was) a Lender or an Affiliate of a Lender.

     "Register" is defined in clause (b) of Section 2.7.
      --------                ----------    ----------- 

     "Regulatory Authority" means any national, state or local government, any
      --------------------                                                    
political subdivision or any governmental, quasi-governmental, judicial, public
or statutory instrumentality, authority, body or entity, other regulatory
bureau, authority, body or entity, foreign or domestic, including the Federal
Deposit Insurance Corporation, the Comptroller of the Currency, the F.R.S.
Board, any central bank or any comparable authority.

     "Refunded Swing Line Loans" is defined in clause (b) of Section 2.3.2.
      -------------------------                ----------    ------------- 

     "Reimbursement Agreement" means each Reimbursement Agreement, dated as of
      -----------------------                                                 
the Closing Date, between the Borrower, on the one hand, and each of the
Partners (other than TSAT) and/or their respective affiliates and affiliates of
Tele-Communications, Inc., respectively, on the other hand.

     "Reimbursement Obligation" is defined in Section 2.6.3.
      ------------------------                ------------- 

     "Release" means a "release", as such term is defined in CERCLA.
      -------           -------                                     

                                      -27-
<PAGE>
 
     "Required Lenders" means, at any time:
      ----------------                     

          (a)  prior to the date that no Lender has a Percentage in excess of
     20% of the then aggregate outstanding principal amount of the Loans and the
     Commitments, Lenders holding 100% of the then aggregate outstanding
     principal amount of the Loans and the Commitments; and

          (b)  on and after such date, Lenders holding at least 51% of the then
     aggregate outstanding principal amount of the Loans and the Commitments.

     "Resource Conservation and Recovery Act" means the Resource Conservation
      --------------------------------------                                 
and Recovery Act, 42 U.S.C. Section 6901, et seq., as amended.
                                          -- ---              

     "Restricted Junior Payment" means (a) any dividend or distribution, direct
      -------------------------                                                
or indirect, on account of any Equity Interests in the Borrower or any of its
Subsidiaries now or hereafter outstanding, except a dividend payable solely in
shares of that class of stock or in any junior class of stock to the holders of
that class, provided that the issuance of such stock or junior class of stock is
not an incurrence of Indebtedness, (b) any redemption, retirement, sinking fund
or similar payment, purchase or other acquisition for value, direct or indirect,
of any Equity Interests in the Borrower or any of its Subsidiaries now or
hereafter outstanding, (c) any payment or prepayment of principal of, premium,
if any, or interest, fees or other charges on or with respect to, and any
redemption, purchase, retirement, defeasance, sinking fund or similar payment
and any claim for rescission with respect to, any Subordinated Debt of the
Borrower or any of its Subsidiaries other than a Permitted Refinancing or (d)
any payment made to redeem, purchase, repurchase or retire, or to obtain the
surrender of, any outstanding warrants, options or other rights to acquire
Equity Interests in the Borrower or any of its Subsidiaries now or hereafter
outstanding.

     "Restricted Subsidiary" means each U.S. Subsidiary of the Borrower other
      ---------------------                                                  
than an Unrestricted Subsidiary of which the Borrower owns directly or
indirectly at least 80% of the outstanding Capital Stock.

     "Restructuring Agreement" is defined in the fourth recital.
      -----------------------                    ------ ------- 

     "Restructuring Transaction" is defined in the fourth recital.
      -------------------------                    ------ ------- 

     "Revolving Loan" is defined in clause (a) of Section 2.1.1.
      --------------                ----------    ------------- 
     "Revolving Loan Commitment" means, relative to any Lender, such Lender's
      -------------------------                                              
obligation (if any) to make Revolving Loans pursuant to clause (a) of Section
                                                        ----------    -------
2.1.1.
----- 

                                      -28-
<PAGE>
 
     "Revolving Loan Commitment Amount" means, (i) prior to the consummation of
      --------------------------------                                         
the Restructuring Transaction, $135,000,000 and (ii) thereafter, $550,000,000,
as such amount may be reduced from time to time pursuant to Section 2.2.
                                                            ----------- 

     "Revolving Loan Commitment Termination Date" means the earliest of
      ------------------------------------------                       

          (a)  April 30, 1998 (if the Closing Date has not occurred on or prior
     to such date);

          (b)  June 30, 2005;

          (c)  the date on which the Revolving Loan Commitment Amount is
     terminated in full or reduced to zero pursuant to Section 2.2; and
                                                       -----------     

          (d)  the date on which any Commitment Termination Event occurs.

Upon the occurrence of any event described in the preceding clauses (c) or (d),
                                                            -----------    --- 
the Revolving Loan Commitments shall terminate automatically and without any
further action.

     "Revolving Loan Lender" is defined in clause (a) of Section 2.1.1.
      ---------------------                ----------    ------------- 

     "Revolving Note" means a promissory note of the Borrower payable to any
      --------------                                                        
Revolving Loan Lender, in the form of Exhibit A-1 hereto (as such promissory
                                      -----------                           
note may be amended, endorsed or otherwise modified from time to time),
evidencing the aggregate Indebtedness of the Borrower to such Revolving Loan
Lender resulting from outstanding Revolving Loans, and also means all other
promissory notes accepted from time to time in substitution therefor or renewal
thereof.

     "Reuter's Screen" shall mean the display designated at page "LIBO" on the
      ---------------                                                         
Reuter Monitor System or such other display on the Reuter Monitor System as may
replace such page displaying the London interbank offered rates as of 11:00
a.m., London time, on the day on which the relevant determination is made.

     "Roll-up Plan" is defined in the fourth recital.
      ------------                    ------ ------- 

     "Roll-Up Documents" means, collectively, the TSAT Asset Transfer Agreement,
      -----------------                                                         
the Restructuring Agreement, the TSAT Merger Agreement, and all contracts,
agreements and documents delivered in connection with each of the foregoing.

     "S&P" means Standard & Poor's Rating Services.
      ---                                          

     "Satellite Construction Agreement" means the fixed price satellite
      --------------------------------                                 
construction agreement between Loral and Tempo, dated as of February 22, 1990.

                                      -29-
<PAGE>
 
     "Scotiabank" is defined in the preamble.
      ----------                    -------- 

     "SEC" means the Securities and Exchange Commission.
      ---                                               

     "Secured Parties" means, collectively, the Lenders, the Issuer, each Agent,
      ---------------                                                           
each counterparty to a Rate Protection Agreement that is (or at the time such
Rate Protection Agreement was entered into, was) a Lender or an Affiliate
thereof and (in each case), each of their respective successors, transferees and
assigns.

     "Securities" means any limited, general or other partnership interest, or
      ----------                                                              
any stock, shares, voting trust certificates, bonds, debentures, notes or other
Equity Interests or evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or any certificates of interest, shares,
or participations in temporary or interim certificates for the purchase or
acquisition of, or any right to subscribe to, purchase or acquire any of the
foregoing, but shall not include any evidence of the Obligations.

     "Security Agreement" means, as the context may require, the Borrower
      ------------------                                                 
Security Agreement and/or the Subsidiary Security Agreement.

     "Senior Debt" means, at any time, all outstanding Total Debt which is not
      -----------                                                             
Subordinated Debt.

     "Senior Debt to Annualized Cash Flow Ratio" means, as of any date of
      -----------------------------------------                          
determination, the ratio of (a) Senior Debt to (b) Annualized Cash Flow.
                                            --                          

     "Senior Management" means the chief executive officer, chief financial
      -----------------                                                    
officer, chief operating officer, treasurer, controller and corporate counsel of
the Borrower, or any of them, as in effect from time to time.

     "Senior Subordinated Credit Agreement" means the Senior Subordinated Credit
      ------------------------------------                                      
Agreement, dated as of April 1, 1998, among the Borrower, the Guarantors party
thereto from time to time, the Lenders party thereto from time to time, Merrill
Lynch & Co., as Arranger and Syndication Agent, Morgan Stanley Dean Witter, as
Administrative Agent, and Donaldson, Lufkin & Jenrette Securities Corporation,
as Documentation Agent, including related notes, guarantees, other collateral
documents and note agreements and other instruments and agreements executed in
connection therewith, including any permitted deferrals, renewals, waivers,
extensions, replacements, refinancings or refundings thereof, or permitted
amendments, modifications or supplements thereto and any agreement providing
therefor, whether by or with the same or any other lender, creditor, group of
lenders or group of creditors, and including related notes, guarantees, other
collateral documents (including all Loan Documents (as defined in the Senior
Subordinated Credit Agreement)) and note agreements and other instruments and
agreements executed in connection therewith.

                                      -30-
<PAGE>
 
     "Senior Subordinated Discount Notes" means the $275,000,000 aggregate
      ----------------------------------                                  
principal amount at maturity of 12 1/4% senior subordinated discount notes due
2007 of the Borrower issued under the Senior Subordinated Discount Notes
Indenture.

     "Senior Subordinated Discount Notes Indenture" means the Indenture, dated
      --------------------------------------------                            
as of February 20, 1997, by and between The Bank of New York, as trustee, and
the Borrower, as Issuer.

     "Senior Subordinated Notes" means the $200,000,000 original principal
      -------------------------                                           
amount of 10 7/8% senior subordinated notes due 2007 of the Borrower issued
under the Senior Subordinated Notes Indenture.

     "Senior Subordinated Notes Indenture" means the Indenture, dated as of
      -----------------------------------                                  
February 20, 1997, by and between The Bank of New York, as trustee, and the
Borrower, as Issuer.

     "Solvency Certificate" means the certificate executed and delivered by the
      --------------------                                                     
chief financial or accounting Authorized Officer of the Borrower pursuant to
                                                                            
Section 5.1.7, substantially in the form of Exhibit M hereto.
-------------                               ---------        

     "Stated Amount" of each Letter of Credit means the total amount available
      -------------                                                           
to be drawn under such Letter of Credit upon the issuance thereof.

     "Stated Expiry Date" is defined in Section 2.6.
      ------------------                ----------- 

     "Stated Maturity Date" means June 30, 2005.
      --------------------                      

     "Subject Debt" is defined in Section 8.1.5.
      ------------                ------------- 

     "Subject Lender" is defined in Section 4.11.
      --------------                ------------ 

     "Subordinated Debt" means (i) the Senior Subordinated Notes and the Senior
      -----------------                                                        
Subordinated Discount Notes, (ii) Indebtedness incurred under the Senior
Subordinated Credit Agreement, including the Exchange Notes, the Term Notes and
any PIK Notes, each as defined in and pursuant to the terms of the Senior
Subordinated Credit Agreement, (iii) Indebtedness incurred under the
Reimbursement Agreements and (iv) other unsecured Indebtedness of the Borrower
subordinated in right of payment to the Obligations pursuant to documentation
containing interest rates, maturities, amortization schedules, covenants,
defaults, remedies, subordination provisions and other material terms in form
and substance reasonably satisfactory to the Required Lenders.

     "Subordinated Debt Document" means, as the context may require, each
      --------------------------                                         
indenture, note, debenture or other agreement evidencing or relating to
Subordinated Debt, and each instrument, document or agreement prepared or
executed in connection therewith, in each case as the same 

                                      -31-
<PAGE>
 
may be amended, supplemented, amended and restated or otherwise modified in
accordance with Section 7.2.12
                --------------

     "Subsidiary" means, with respect to any Person, any corporation,
      ----------                                                     
partnership or other business entity of which more than 50% of the outstanding
Capital Stock (or other ownership interest) having ordinary voting power to
elect a majority of the board of directors, managers or other voting members of
the governing body of such entity (irrespective of whether at the time Capital
Stock (or other ownership interest) of any other class or classes of such entity
shall or might have voting power upon the occurrence of any contingency) is at
the time directly or indirectly owned by such Person, by such Person and one or
more other Subsidiaries of such Person, or by one or more other Subsidiaries of
such Person.  Unless the context otherwise specifically requires, the term
"Subsidiary" shall be a reference to a Subsidiary of the Borrower.

     "Subsidiary Guarantor" means each Restricted Subsidiary party to a
      --------------------                                             
Subsidiary Guaranty.

     "Subsidiary Guaranty" means, as the context may require, any guaranty
      -------------------                                                 
executed and delivered by a Subsidiary Guarantor pursuant to the Original Credit
Agreement, Section 5.1.1 or clause (a) of Section 7.1.7, in each case
           -------------    ----------    -------------              
substantially in the form of Exhibit H hereto, as amended, supplemented, amended
                             ---------                                          
and restated or otherwise modified from time to time.

     "Subsidiary Pledge Agreement" means the pledge agreement executed and
      ---------------------------                                         
delivered by a Restricted Subsidiary pursuant to Section 5.1.2, 7.1.7 or 7.1.8,
                                                 -------------  -----    ----- 
substantially in the form of Exhibit F-2 hereto, as amended, supplemented,
                             -----------                                  
amended and restated or otherwise modified from time to time.

     "Subsidiary Security Agreement" means a security agreement executed and
      -----------------------------                                         
delivered by a Restricted Subsidiary pursuant to Section 7.1.7 or 7.1.8,
                                                 -------------    ----- 
substantially in the form of Exhibit G-2 hereto, as amended, supplemented,
                             -----------                                  
amended and restated or otherwise modified from time to time.

     "Syndication Agent" is defined in the preamble and includes each other
      -----------------                    --------                        
Person as shall have subsequently been appointed as a successor Syndication
Agent pursuant to Section 9.4.
                  ----------- 

     "Swing Line Lender" means, subject to the terms of this Agreement,
      -----------------                                                
Scotiabank.

     "Swing Line Loan" is defined in clause (b) of Section 2.1.1.
      ---------------                ----------    ------------- 

     "Swing Line Loan Commitment" is defined in clause (b) of Section 2.1.1.
      --------------------------                ----------    ------------- 

     "Swing Line Loan Commitment Amount" means, on any date, $15,000,000, as
      ---------------------------------                                     
such amount may be reduced from time to time pursuant to Section 2.2.
                                                         ----------- 

                                      -32-
<PAGE>
 
     "Swing Line Note" means a promissory note of the Borrower payable to the
      ---------------                                                        
Swing Line Lender, in the form of Exhibit A-3 hereto (as such promissory note
                                  -----------                                
may be amended, endorsed or otherwise modified from time to time), evidencing
the aggregate Indebtedness of the Borrower to the Swing Line Lender resulting
from outstanding Swing Line Loans, and also means all other promissory notes
accepted from time to time in substitution therefor or renewal thereof.

     "Taxes" means any present or future income, excise, stamp or franchise
      -----                                                                
taxes and other taxes, fees, duties, withholdings or other charges of any nature
whatsoever imposed by (i) the United States or any taxing authority or political
subdivision thereof or (ii) any other jurisdiction as a result of a connection
between the Borrower and such taxing jurisdiction, and in each case any
interest, additions to tax, penalties or additional amounts payable with respect
thereto.

     "TCISE Partner 1" means TCISE Partner 1, Inc., a Delaware corporation.
      ---------------                                                      

     "TCISE Partner 2" means TCISE Partner 2, Inc., a Delaware corporation.
      ---------------                                                      

     "Tempo" means Tempo Satellite, Inc., an Oklahoma corporation.
      -----                                                       

     "Tempo Satellite" means either of the two high power direct broadcast
      ---------------                                                     
satellites which Tempo has agreed to purchase from Loral pursuant to the
Satellite Construction Agreement.

     "Term Loan" is defined in Section 2.1.3.
      ---------                ------------- 

     "Term Loan Commitment" means, relative to any Lender, such  Lender's
      --------------------                                               
obligation (if any) to make Term Loans pursuant to Section 2.1.3.
                                                   ------------- 

     "Term Loan Commitment Amount" means, after the consummation of the
      ---------------------------                                      
Restructuring Transaction, $150,000,000.

     "Term Loan Commitment Termination Date" means the earliest of:
      -------------------------------------                        

          (a)  April 30, 1998 (if the Term Loans have not been made on or prior
     to such date);

          (b)  the Closing Date (immediately after the making of the Term Loans
     on such date); and
          (c)  the date on which any Commitment Termination Event occurs.

Upon the occurrence of any event described in clauses (b) or (c), the Term Loan
                                              -----------    ---               
Commitments shall terminate automatically and without any further action.

     "Term Note" means a promissory note of the Borrower payable to any Lender,
      ---------                                                                
in the form of Exhibit A-2 hereto (as such promissory note may be amended,
               -----------                                                
endorsed or otherwise 

                                      -33-
<PAGE>
 
modified from time to time), evidencing the aggregate Indebtedness of the
Borrower to such Lender resulting from outstanding Term Loans, and also means
all other promissory notes accepted from time to time in substitution therefor
or renewal thereof.

     "Total Debt" means, on any date of determination, with respect to the
      ----------                                                          
Borrower and its Restricted Subsidiaries, an amount equal to the sum of (a) the
outstanding principal amount of all Indebtedness as of such date of the type
referred to in clause (a) of the definition of "Indebtedness" (which, in the
               ----------                                                   
case of the Loans, shall be deemed to equal the amount of Loans outstanding on
the last day of the Fiscal Quarter ending on or immediately preceding the date
of determination), plus (b) the maximum aggregate amount of Indebtedness as of
                   ----                                                       
such date of the type described in clause (b) of the definition of
                                   ----------                     
"Indebtedness" (which, in the case of Letter of Credit Outstandings, shall be
deemed to equal the amount of Letter of Credit Outstandings on the last day of
the Fiscal Quarter ending on or immediately preceding the date of
determination), plus (c) the aggregate amount as of such date of the
                ----                                                
Indebtedness described in clause (c) of the definition of "Indebtedness", plus
                          ----------                                      ----
(d) (without duplication) the aggregate amount on such date of the Contingent
Liabilities in respect of any of the foregoing (other than in connection with
the Reimbursement Agreements).

     "Total Debt to Annualized Cash Flow Ratio" means the ratio of (a) Total
      ----------------------------------------                              
Debt to (b) Annualized Cash Flow.
     --                          

     "Total Interest Expense" means, for any period, the sum of (a) the
      ----------------------                                           
aggregate cash interest expense (net of cash interest income) of the Borrower
and its Restricted Subsidiaries (including, to the extent the Borrower or any of
its Restricted Subsidiaries have any Contingent Liability in respect of such
interest expense, (i) in respect of any pro forma calculations, the interest
                                        --- -----                           
expense of Unrestricted Subsidiaries and (ii) in respect of any period which
does not include any pro forma calculation, the amount of such interest expense
                     --- -----                                                 
actually paid or payable by the Borrower or any Restricted Subsidiary) for such
period, as determined in accordance with GAAP, including the portion of any
payments made in respect of Capitalized Lease Liabilities allocable to interest
expense plus (b) all commitment, letter of credit, guarantee, line of credit or
        ----                                                                   
similar fees (no matter how designated) paid or scheduled or required to be paid
by the Borrower and its Restricted Subsidiaries to any lender in exchange for
such lender's commitment to lend to the Borrower and its Restricted
Subsidiaries, including, without limitation, the commitment fee in respect of
the Loans and Letters of Credit.

     "Trademark Security Agreement" means any trademark security agreement
      ----------------------------                                        
executed and delivered by the Borrower or a Restricted Subsidiary, as the case
may be, in each case substantially in the form of Exhibit B to a Security
Agreement, as amended, supplemented, amended and restated or otherwise modified
from time to time.

     "Transaction Documents" collectively means the Roll-Up Documents, the
      ---------------------                                               
Reimbursement Agreements, the Primestar Partnership Credit Agreement, the
Primestar Partnership Agreement and the TSAT Tempo Agreement.

                                      -34-
<PAGE>
 
     "TSAT" is defined in the second recital.
      ----                    ------ ------- 

     "TSAT Asset Transfer" is defined in the fourth recital.
      -------------------                    ------ ------- 

     "TSAT Asset Transfer Agreement" is defined in the fourth recital.
      -----------------------------                    ------ ------- 

     "TSAT Merger" is defined in the fourth recital.
      -----------                    ------ ------- 

     "TSAT Merger Agreement" is defined in the fourth recital.
      ---------------------                    ------ ------- 

     "TSAT Partners Holdings" means TSAT Partners Holding, Inc., a Delaware
      ----------------------                                               
corporation.

     "TSAT Tempo Agreement" means the TSAT Tempo Agreement, dated as of February
      --------------------                                                      
6, 1998, between TSAT and the Borrower, which provides, among other things, that
on the terms and conditions set forth therein, upon receipt of Federal
Communications Commission approval of the transfer of control of Tempo to the
Borrower, TSAT will (at the Borrower's election) either sell all the issued and
outstanding shares of Capital Stock of Tempo to the Borrower or liquidate Tempo
and sell all of its rights, title and interests in, to and under Tempo's assets
to the Borrower, as such agreement is amended, supplemented, amended and
restated or otherwise modified from time to time.

     "type" means, relative to any Loan, the portion thereof, if any, being
      ----                                                                 
maintained as a Base Rate Loan or a LIBO Rate Loan.

     "U.C.C." means the Uniform Commercial Code as from time to time in effect
      ------                                                                  
in the State of New York.

     "United States" or "U.S." means the United States of America, its fifty
      -------------      ----                                               
states and the District of Columbia.

     "Unrestricted Subsidiary" means any U.S. Subsidiary formed or acquired
      -----------------------                                              
after the Effective Date and designated by the Borrower as an "Unrestricted
Subsidiary" and accepted as such by the Required Lenders.

     "U.S. Person" means any Person that is a "United States person" within the
      -----------                                                              
meaning of Section 7701(a)(30) of the Code (or any applicable successor
provision).

     "U.S. Subsidiary" means any Subsidiary that is incorporated or organized
      ---------------                                                        
under the laws of the United States or a state thereof.

                                      -35-
<PAGE>
 
     "Voting Stock" means, with respect to any Person, Capital Stock of any
      ------------                                                         
class or kind ordinarily having the power to vote for the election of directors,
managers or other voting members of the governing body of such Person.

     "Welfare Plan" means a "welfare plan", as such term is defined in section
      ------------                                                            
3(1) of ERISA.

     "wholly-owned" means, with respect to any direct or indirect Subsidiary,
      ------------                                                           
any Subsidiary all of the outstanding common stock (or similar equity interest)
of which (other than any director's qualifying shares or investments by foreign
nationals mandated by applicable laws) is owned directly or indirectly by the
Borrower.

     SECTION I.2.  Use of Defined Terms.  Unless otherwise defined or the
                   --------------------                                  
context otherwise requires, terms for which meanings are provided in this
Agreement shall have such meanings when used in each other Loan Document, the
Disclosure Schedule, or any Borrowing Request, Issuance Request,
Continuation/Conversion Notice, Compliance Certificate, notice or other
communications delivered from time to time in connection with this Agreement or
any other Loan Document.

     SECTION I.3.  Cross-References.  Unless otherwise specified, references in
                   ----------------                                            
this Agreement and in each other Loan Document to any Article or Section are
references to such Article or Section of this Agreement or such other Loan
Document, as the case may be, and, unless otherwise specified, references in any
Article, Section or definition to any clause are references to such clause of
such Article, Section or definition.

     SECTION I.4.  Accounting and Financial Determinations.  Unless otherwise
                   ---------------------------------------                   
specified, all accounting terms used herein or in any other Loan Document shall
be interpreted, and all accounting determinations and computations hereunder or
thereunder (including under Section 7.2.4) shall be made in accordance with
                            -------------                                  
those generally accepted accounting principles ("GAAP") applied in the
                                                 ----                 
preparation of the financial statements referred to in clause (a) of Section
5.1.11 of the Original Credit Agreement.  Unless otherwise expressly provided,
all financial covenants and defined financial terms shall be computed on a
consolidated basis for the Borrower and its Restricted Subsidiaries, in each
case without duplication.  If any preparation in the financial statements
referred to in Section 7.1.1 hereafter occasioned by the promulgation of rules,
               -------------                                                   
regulations, pronouncements and opinions by or required by the Financial
Accounting Standards Board or the American Institute of Certified Public
Accountants (or successors thereto or agencies with similar functions) result in
a change in any results, amounts, calculations, ratios, standards or terms found
in this Agreement or any Loan Document from those which would be derived or be
applicable absent such changes, the Borrower may reflect such changes in the
financial statements and certificates required to be delivered pursuant to
                                                                          
Section 7.1.1, but calculations of financial covenants shall be made without
-------------                                                               
giving effect to any such changes.  Upon the request of the Borrower or any
Lender the parties hereto agree to enter into negotiations in order to amend the
financial covenants and other terms of this Agreement if there occur any changes
in GAAP that have a material effect on the financial statements of the Borrower
and its 

                                      -36-
<PAGE>
 
Subsidiaries, so as to equitably reflect such changes with the desired
result that the criteria for evaluating the Borrower's and its Subsidiaries'
financial condition and such other terms shall be the same in all material
respects after such changes as if the changes had not been made.


                                  ARTICLE II

                      COMMITMENTS, BORROWING AND ISSUANCE
                    PROCEDURES, NOTES AND LETTERS OF CREDIT
 
     SECTION II.1.  Commitments.  On the terms and subject to the conditions of
                    -----------                                                
this Agreement (including Sections 2.1.4, 2.1.5 and Article V),
                          --------------  -----     ---------  

          (a   each Lender severally agrees to make Loans (other than Swing Line
     Loans) pursuant to the Commitments and the Swing Line Lender agrees to make
     Swing Line Loans pursuant to the Swing Line Loan Commitment, in each case
     as described in this Section 2.1; and
                          -----------     

          (b   the Issuer severally agrees that it will issue Letters of Credit
     pursuant to Section 2.1.2, and each Revolving Loan Lender severally agrees
                 -------------                                                 
     that it will purchase participation interests in such Letters of Credit
     pursuant to Section 2.6.1.
                 ------------- 

     SECTION II.1.1.  Revolving Loan Commitment and Swing Line Loan Commitment.
                      -------------------------------------------------------- 

          (a   From time to time on any Business Day occurring prior to the
     Revolving Loan Commitment Termination Date, each Lender that has a
     Revolving Loan Commitment (referred to as a "Revolving Loan Lender") will
                                                  ---------------------       
     make loans (relative to such Revolving Loan Lender, its "Revolving Loans")
                                                              ---------------  
     to the Borrower equal to such Lender's Percentage of the aggregate amount
     of each Borrowing of Revolving Loans requested by the Borrower to be made
     on such day.  On the terms and subject to the conditions hereof, the
     Borrower may from time to time borrow, prepay and reborrow the Revolving
     Loans.

          (b   From time to time on any Business Day occurring prior to the
     Revolving Loan Commitment Termination Date, the Swing Line Lender will make
     loans (relative to the Swing Line Lender, its "Swing Line Loans") to the
                                                    ----------------         
     Borrower equal to the principal amount of the Swing Line Loans requested by
     the Borrower to be made on such day.  The Commitment of the Swing Line
     Lender described in this clause (b) is herein referred to as its "Swing
                              ----------                               -----
     Line Loan Commitment".  On the terms and subject to the conditions hereof,
     --------------------                                                      
     the Borrower may from time to time borrow, prepay and reborrow Swing Line
     Loans.

     SECTION II.1.2.  Letter of Credit Commitment.  From time to time on any
                      ---------------------------                           
Business Day occurring prior to the Revolving Loan Commitment Termination Date,
the Issuer will:

                                      -37-
<PAGE>
 
          (a   issue one or more standby letters of credit (relative to the
     Issuer, its "Letter of Credit") for the account of the Borrower in the
                  ----------------                                         
     Stated Amount requested by the Borrower on such day; or

          (b   extend the Stated Expiry Date of an existing Letter of Credit
     previously issued hereunder to a date not later than the earlier of (x) the
     Revolving Loan Commitment Termination Date and (y) one year from the date
     of such extension.

     SECTION II.1.3.  Term Loan Commitment.  In a single Borrowing (which shall
                      --------------------                                     
be a Business Day) occurring on the Closing Date, each Lender that has a Term
Loan Commitment will make loans (relative to such Lender, its "Term Loans") to
                                                               ----------     
the Borrower equal to such Lender's Percentage of the aggregate amount of the
Borrowing of Term Loans requested by the Borrower to be made on such day.  No
amounts paid or prepaid with respect to Term Loans may be reborrowed.

     SECTION II.1.4.  Lenders Not Permitted or Required to Make Loans.  No
                      -----------------------------------------------     
Lender shall be permitted or required to:

          (a)  make any Revolving Loans if, after giving effect thereto, the
     aggregate outstanding principal amount of all Revolving Loans (i) of all
     Revolving Loan Lenders, together with the aggregate amount of all Letter of
     Credit Outstandings and the outstanding principal amount of all Swing Line
     Loans, would exceed the then existing Revolving Loan Commitment Amount; or
     (ii) of such Revolving Loan Lender, together with such Revolving Loan
     Lender's Percentage of the aggregate amount of all Letter of Credit
     Outstandings and such Revolving Loan Lender's Percentage of the outstanding
     principal amount of all Swing Line Loans, would exceed such Revolving Loan
     Lender's Percentage of the then existing Revolving Loan Commitment Amount;

          (b)  make any Term Loans, if after giving effect thereto, the
     aggregate outstanding principal amount of all Term Loans (i) of all Lenders
     with Term Loan Commitments would exceed the Term Loan Commitment Amount; or
     (ii) of such Lender with a Term Loan Commitment would exceed such Lender's
     Percentage of the Term Loan Commitment Amount;

          (c)  participate in any Letter of Credit if, after giving effect
     thereto, (i) all Letter of Credit Outstandings, together with the aggregate
     outstanding principal amount of all Revolving Loans of all Revolving Loan
     Lenders and the outstanding principal amount of all Swing Line Loans, would
     exceed the Revolving Loan Commitment Amount; or (ii) such Lender's
     Percentage of all Letter of Credit Outstandings, together with the
     aggregate outstanding principal amount of all Revolving Loans of such
     Lender and the outstanding principal amount of all Swing Line Loans of such
     Lender, would exceed such Lender's Percentage of the then existing
     Revolving Loan Commitment Amount; or

                                      -38-
<PAGE>
 
          (d)  make any Swing Line Loans if, after giving effect thereto, (i)
     the aggregate outstanding principal amount of all Swing Line Loans would
     exceed the then existing Swing Line Loan Commitment Amount; or (ii) unless
     otherwise agreed to by the Swing Line Lender, in its sole discretion, the
     sum of all Swing Line Loans and Revolving Loans made by the Swing Line
     Lender plus the Swing Line Lender's Percentage multiplied by the aggregate
     amount of Letter of Credit Outstandings would exceed the amount determined
     by multiplying the Swing Line Lender's Percentage by the then existing
     Revolving Loan Commitment Amount.

     SECTION II.1.5.  Issuer Not Permitted or Required to Issue Letters of
                      ----------------------------------------------------
Credit.  No Issuer shall be permitted or required to issue, extend or renew any
------                                                                         
Letter of Credit if, after giving effect thereto, (a) the aggregate amount of
all Letter of Credit Outstandings would exceed the Letter of Credit Commitment
Amount; or (b) the sum of the aggregate amount of all Letter of Credit
Outstandings plus the aggregate principal amount of all Revolving Loans and
Swing Line Loans then outstanding would exceed the Revolving Loan Commitment
Amount.

     SECTION II.2.  Reduction of the Commitment Amounts.  The Commitment Amounts
                    -----------------------------------                         
are subject to reduction from time to time pursuant to this Section 2.2.
                                                            ----------- 

     SECTION II.2.1.  Optional.  The Borrower may, from time to time on any
                      --------                                             
Business Day occurring after the Effective Date, voluntarily reduce the amount
of the Revolving Loan Commitment Amount, the Swing Line Loan Commitment Amount
or the Letter of Credit Commitment Amount on the Business Day so specified by
the Borrower; provided, however, that all such reductions shall require at least
              --------  -------                                                 
three Business Day's prior notice to the Administrative Agent and be permanent,
and any partial reduction of any Commitment Amount shall be in a minimum amount
of $5,000,000 and in an integral multiple of $1,000,000.  Any reduction of the
Revolving Loan Commitment Amount which reduces the Revolving Loan Commitment
Amount below the then current amount of the Swing Line Loan Commitment Amount
shall result in an automatic and corresponding reduction of the Swing Line Loan
Commitment Amount to the amount of the Revolving Loan Commitment Amount, as so
reduced, without any further action on the part of the Swing Line Lender or
otherwise.

     SECTION II.2.2.  Mandatory.  On each date set forth below, the Revolving
                      ---------                                              
Loan Commitment Amount shall, without any further action, automatically and
permanently be reduced by the percentage of the Revolving Loan Commitment Amount
as in effect on March 31, 2001 set forth opposite the corresponding date below:

 
              Date                           Percentage
              ----                            Reduction
                                             ----------
 
             03/31/01                              2.5%
             06/30/01                              2.5%
             09/30/01                              2.5%

                                     -39-
<PAGE>
                Date                         Percentage
                ----                          Reduction
                                              ---------

             12/31/01                              2.5%
             03/31/02                              5.0%
             06/30/02                              5.0%
             09/30/02                              5.0%
             12/31/02                              5.0%
             03/31/03                             6.25%
             06/30/03                             6.25%
             09/30/03                             6.25%
             12/31/03                             6.25%
             03/31/04                              8.5%
             06/30/04                              8.5%
             09/30/04                              8.5%
             12/31/04                              8.5%
             03/31/05                              5.5%
             06/30/05                              5.5%;

provided, however, that on the Revolving Loan Commitment Termination Date, the
--------  -------                                                             
Revolving Loan Commitment Amount shall be zero.  Voluntary reductions of the
Revolving Loan Commitment Amount made pursuant to Section 2.2.1 shall be applied
                                                  -------------                 
pro rata to diminish the amount of scheduled reductions to the Revolving Loan
--- ----                                                                     
Commitment Amount thereafter becoming effective pursuant to this Section.

     SECTION II.3.  Borrowing Procedures.  Loans (other than Swing Line Loans)
                    --------------------                                      
shall be made by the Lenders in accordance with Section 2.3.1, and Swing Line
                                                -------------                
Loans shall be made by Scotiabank in accordance with Section 2.3.2.
                                                     ------------- 

     SECTION II.3.1.  Borrowing Procedure.  In the case of other than Swing Line
                      -------------------                                       
Loans, by delivering a Borrowing Request to the Administrative Agent on or
before 12:00 noon, New York time, on a Business Day, the Borrower may from time
to time irrevocably request, on not less than one Business Day's notice in the
case of Base Rate Loans, or not less than three Business Days' notice in the
case of Fixed Rate Loans, and in either case not more than five Business Days'
notice, that a Borrowing be made in a minimum amount of $1,000,000 and an
integral multiple of $500,000, or in the unused amount of the applicable
Commitment; provided, however, that all initial Loans shall be made as Base Rate
            --------  -------                                                   
Loans.  On the terms and subject to the conditions of this Agreement, each
Borrowing shall be comprised of the type of Loans, and shall be made on the
Business Day, specified in such Borrowing Request.  In the case of other than
Swing Line Loans, on or before 11:00 a.m., New York time, on such Business Day
each Lender that has a Commitment to make the Loans being requested shall
deposit with the Administrative Agent same day funds in an amount equal to such
Lender's Percentage of the requested 

                                     -40-
<PAGE>
 
Borrowing. Such deposit will be made to an account which the Administrative
Agent shall specify from time to time by notice to the Lenders. To the extent
funds are received from the Lenders, the Administrative Agent shall make such
funds available to the Borrower by wire transfer to the accounts the Borrower
shall have specified in its Borrowing Request. No Lender's obligation to make
any Loan shall be affected by any other Lender's failure to make any Loan.

     SECTION II.3.2.  Swing Line Loans.
                      ---------------- 

          (a   By telephonic notice, promptly followed (within one Business Day)
     by the delivery of a confirming Borrowing Request, to the Swing Line Lender
     on or before 12:00 noon, New York time, on the Business Day the proposed
     Swing Line Loan is to be made, the Borrower may from time to time
     irrevocably request that Swing Line Loans be made by the Swing Line Lender
     in an aggregate minimum principal amount of $500,000 and an integral
     multiple of $100,000.  All Swing Line Loans shall be made as Base Rate
     Loans and shall not be entitled to be converted into Fixed Rate Loans.  The
     proceeds of each Swing Line Loan shall be made available by the Swing Line
     Lender, by its close of business on the Business Day telephonic notice is
     received by it as provided in this clause to the Borrower by wire transfer
     to the account the Borrower shall have specified in its notice therefor.

          (b   If (i) any Swing Line Loan shall be outstanding for more than
     four Business Days; (ii) any Swing Line Loan is or will be outstanding on a
     date when the Borrower requests that a Revolving Loan be made; or (iii) any
     Default shall occur and be continuing, each Revolving Loan Lender (other
     than the Swing Line Lender) irrevocably agrees that it will, at the request
     of the Swing Line Lender, make a Revolving Loan (which shall initially be
     funded as a Base Rate Loan) in an amount equal to such Lender's Percentage
     of the aggregate principal amount of all such Swing Line Loans then
     outstanding (such outstanding Swing Line Loans hereinafter referred to as
     the "Refunded Swing Line Loans").  On or before 12:00 noon, New York time,
          -------------------------                                            
     on the first Business Day following receipt by each Lender of a request to
     make Revolving Loans as provided in the preceding sentence, each Revolving
     Loan Lender shall deposit in an account specified by the Swing Line Lender
     the amount so requested in same day funds and such funds shall be applied
     by the Swing Line Lender to repay the Refunded Swing Line Loans.  At the
     time the aforementioned Lenders make the above referenced Revolving Loans,
     the Swing Line Lender shall be deemed to have made, in consideration of the
     making of the Refunded Swing Line Loans, Revolving Loans in an amount equal
     to the Swing Line Lender's Percentage of the aggregate principal amount of
     the Refunded Swing Line Loans.  Upon the making (or deemed making, in the
     case of the Swing Line Lender) of any Revolving Loans pursuant to this
     clause, the amount so funded shall become outstanding as a Revolving Loan
     of such Revolving Loan Lender and shall no longer be owed as a the Swing
     Line Loan.  All interest payable with respect to any Revolving Loans made
     (or deemed made, in the case of the Swing Line Lender) pursuant to this
     clause shall be appropriately adjusted to reflect the period of time during
     which the Swing Line 

                                      -41-
<PAGE>
 
     Lender had outstanding Swing Line Loans in respect of which such Revolving
     Loans were made. Each Revolving Loan Lender's obligation to make the
     Revolving Loans referred to in this clause shall be absolute and
     unconditional and shall not be affected by any circumstance, including (i)
     any set-off, counterclaim, recoupment, defense or other right which such
     Lender may have against the Swing Line Lender, any Obligor or any Person
     for any reason whatsoever; (ii) the occurrence or continuance of any
     Default; (iii) any adverse change in the condition (financial or otherwise)
     of any Obligor; (iv) the acceleration or maturity of any Obligations or the
     termination of any Commitment after the making of any Swing Line Loan; (v)
     any breach of this Agreement or any other Loan Document by any Person; or
     (vi) any other circumstance, happening or event whatsoever, whether or not
     similar to any of the foregoing.

     SECTION II.4.  Continuation and Conversion Elections.  By delivering a
                    -------------------------------------                  
Continuation/Conversion Notice to the Administrative Agent on or before 12:00
noon, New York time, on a Business Day, the Borrower may from time to time
irrevocably elect, on not less than three Business Days' notice nor more than
five Business Days' notice, that all, or any portion in an aggregate minimum
amount of $1,000,000 and an integral multiple of $500,000, Loans be, in the case
of Base Rate Loans, converted into Fixed Rate Loans of either type or in the
case of Fixed Rate Loans of either type, be converted into a Base Rate Loan or a
Fixed Rate Loan of the other type or continued as a Fixed Rate Loan of such type
(in the absence of delivery of a Continuation/Conversion Notice with respect to
any Fixed Rate Loan at least three Business Days before the last day of the then
current Interest Period with respect thereto, such Fixed Rate Loan shall, on
such last day, automatically convert to a Base Rate Loan); provided, however,
                                                           --------  ------- 
that (i) each such conversion or continuation shall be pro rated among the
applicable outstanding Loans of all Lenders that have made such Loans, and (ii)
no portion of the outstanding principal amount of any Loans may be continued as,
or be converted into, Fixed Rate Loans when any Default has occurred and is
continuing.

     SECTION II.5.  Funding.  Each Lender may, if it so elects, fulfill its
                    -------                                                
obligation to make, continue or convert LIBO Rate Loans hereunder by causing one
of its foreign branches or Affiliates (or an international banking facility
created by such Lender) to make or maintain such LIBO Rate Loan; provided,
                                                                 -------- 
however, that such Fixed Rate Loan shall nonetheless be deemed to have been made
-------                                                                         
and to be held by such Lender, and the obligation of the Borrower to repay such
Fixed Rate Loan shall nevertheless be to such Lender for the account of such
foreign branch, Affiliate or international banking facility.  In addition, the
Borrower hereby consents and agrees that, for purposes of any determination to
be made for purposes of Section 4.1, 4.2, 4.3 or 4.4, it shall be conclusively
                        -----------  ---  ---    ---                          
assumed that each Lender elected to fund all LIBO Rate Loans by purchasing
Dollar deposits in its LIBOR Office's interbank eurodollar market.

     SECTION II.6.  Issuance Procedures.  By delivering to the Administrative
                    -------------------                                      
Agent an Issuance Request on or before 12:00 noon, New York time, on a Business
Day, the Borrower may, from time to time irrevocably request, on not less than
three nor more than ten Business Days' notice, in the case of an initial
issuance of a Letter of Credit for the account of the 

                                      -42-
<PAGE>
 
Borrower, and not less than three Business Days' prior notice, in the case of a
request for the extension of the Stated Expiry Date of a Letter of Credit, that
the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an
irrevocable Letter of Credit in such form as may be requested by the Borrower
and approved by the Issuer, solely for the purposes described in Section 7.1.11.
                                                                 --------------
Each Letter of Credit shall by its terms be stated to expire on a date (its
"Stated Expiry Date") no later than the earlier to occur of (i) the Revolving
 ------------------
Loan Commitment Termination Date or (ii) one year from the date of its issuance.
The Issuer will make available to the beneficiary thereof the original of each
Letter of Credit which it issues hereunder. The Issuer shall give prompt written
notice to the Administrative Agent of the Stated Amount of any such Letter of
Credit so issued.

     SECTION II.6.1.  Other Lenders' Participation'.  Upon the issuance of each
                      -----------------------------                            
Letter of Credit issued by the Issuer pursuant hereto, and without further
action, each Lender (other than the Issuer) that has a Commitment shall be
deemed to have irrevocably purchased, to the extent of its Percentage to make
Revolving Loans, a participation interest in such Letter of Credit (including
the Contingent Liability and any Reimbursement Obligation with respect thereto),
and such Revolving Loan Lender shall, to the extent of its Percentage to make
Revolving Loans, be responsible for reimbursing promptly (and in any event
within one Business Day) the Issuer for Reimbursement Obligations which have not
been reimbursed by the Borrower in accordance with Section 2.6.3.  In addition,
                                                   -------------               
such Revolving Loan Lender shall, to the extent of its Percentage to make
Revolving Loans, be entitled to receive a ratable portion of the Letter of
Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of
                                -------------                               
Credit (other than the issuance fees payable to the Issuer of such Letter of
Credit pursuant to the last sentence of Section 3.3.3) and of interest payable
                                        -------------                         
pursuant to Section 3.2 with respect to any Reimbursement Obligation.  To the
            -----------                                                      
extent that any Revolving Loan Lender has reimbursed the Issuer for a
Disbursement as required by this Section, such Lender shall be entitled to
receive its ratable portion of any amounts subsequently received (from the
Borrower or otherwise) in respect of such Disbursement.

     SECTION II.6.2.  Disbursements.  The Issuer will notify the Borrower and
                      -------------                                          
the Administrative Agent promptly of the presentment for payment of any Letter
of Credit issued by the Issuer, together with notice of the date (the
                                                                     
"Disbursement Date") such payment shall be made (each such payment, a
------------------                                                   
"Disbursement").  Subject to the terms and provisions of such Letter of Credit
-------------                                                                 
and this Agreement, the Issuer shall make such payment to the beneficiary (or
its designee) of such Letter of Credit.  Prior to 12:00 noon, New York time, on
the first Business Day following the Disbursement Date, the Borrower will
reimburse the Administrative Agent, for the account of the Issuer, for all
amounts which the Issuer has disbursed under such Letter of Credit, together
with interest thereon at a rate per annum equal to the rate per annum then in
effect for Base Rate Loans (with the then Applicable Margin accruing on such
amount) pursuant to Section 3.2 for the period from the Disbursement Date
                    -----------                                          
through the date of such reimbursement.  Without limiting in any way the
foregoing and notwithstanding anything to the contrary contained herein or in
any separate application for any Letter of Credit, the Borrower hereby
acknowledges and agrees that it shall be obligated to reimburse the Issuer upon
each 

                                      -43-
<PAGE>
 
Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for
purposes of each such Letter of Credit issued hereunder.

     SECTION II.6.3.  Reimbursement.  The obligation  (a "Reimbursement
                      -------------                       -------------
Obligation") of the Borrower under Section 2.6.2 to reimburse the Issuer with
----------                         -------------                             
respect to each Disbursement (including interest thereon), and, upon the failure
of the Borrower to reimburse the Issuer, each Lender's obligation under Section
                                                                        -------
2.6.1 to reimburse the Issuer, shall be absolute and unconditional under any and
-----                                                                           
all circumstances and irrespective of any setoff, counterclaim or defense to
payment which the Borrower or such Lender, as the case may be, may have or have
had against the Issuer or any such Lender, including any defense based upon the
failure of any Disbursement to conform to the terms of the applicable Letter of
Credit (if, in the Issuer's good faith opinion, such Disbursement is determined
to be appropriate) or any non-application or misapplication by the beneficiary
of the proceeds of such Letter of Credit; provided, however, that after paying
                                          --------  -------                   
in full its Reimbursement Obligation hereunder, nothing herein shall adversely
affect the right of the Borrower or such Lender, as the case may be, to commence
any proceeding against the Issuer for any wrongful Disbursement made by the
Issuer under a Letter of Credit as a result of acts or omissions constituting
gross negligence or willful misconduct on the part of the Issuer.

     SECTION II.6.4.  Deemed Disbursements.  Upon the occurrence and during the
                      --------------------                                     
continuation of any Default of the type described in Section 8.1.9 or, with
                                                     -------------         
notice from the Administrative Agent, upon the occurrence and during the
continuation of any other Event of Default,

          (a   an amount equal to that portion of all Letter of Credit
     Outstandings attributable to the then aggregate amount which is undrawn and
     available under all Letters of Credit issued and outstanding hereunder
     shall, without demand upon or notice to the Borrower, be deemed to have
     been paid or disbursed by the Issuer under such Letters of Credit
     (notwithstanding that such amount may not in fact have been so paid or
     disbursed); and

          (b   upon notification by the Administrative Agent to the Borrower of
     its obligations under this Section, the Borrower shall be immediately
     obligated to reimburse the Issuer for the amount deemed to have been so
     paid or disbursed by the Issuer.

Any amounts so payable by the Borrower pursuant to this Section shall be
deposited in cash with the Administrative Agent and held as collateral security
for the Obligations in connection with the Letters of Credit issued by the
Issuer.  At such time when the Defaults or Events of Default giving rise to the
deemed disbursements hereunder shall have been cured or waived, the
Administrative Agent shall return to the Borrower all amounts then on deposit
with the Administrative Agent pursuant to this Section which have not been
applied to the partial satisfaction of such Obligations.

     SECTION II.6.5.  Nature of Reimbursement Obligations.  The Borrower and, to
                      -----------------------------------                       
the extent set forth in Section 2.6.1, each Revolving Loan Lender shall assume
                        -------------                                         
all risks of the acts, 

                                      -44-
<PAGE>
 
omissions or misuse of any Letter of Credit by the beneficiary thereof. The
Issuer (except to the extent of its own gross negligence or wilful misconduct)
shall not be responsible for:

          (a   the form, validity, sufficiency, accuracy, genuineness or legal
     effect of any Letter of Credit or any document submitted by any party in
     connection with the application for and issuance of a Letter of Credit,
     even if it should in fact prove to be in any or all respects invalid,
     insufficient, inaccurate, fraudulent or forged;

          (b   the form, validity, sufficiency, accuracy, genuineness or legal
     effect of any instrument transferring or assigning or purporting to
     transfer or assign a Letter of Credit or the rights or benefits thereunder
     or the proceeds thereof in whole or in part, which may prove to be invalid
     or ineffective for any reason;

          (c   failure of the beneficiary to comply fully with conditions
     required in order to demand payment under a Letter of Credit;

          (d   errors, omissions, interruptions or delays in transmission or
     delivery of any messages, by mail, cable, telegraph, telex or otherwise; or

          (e   any loss or delay in the transmission or otherwise of any
     document or draft required in order to make a Disbursement under a Letter
     of Credit.

None of the foregoing shall affect, impair or prevent the vesting of any of the
rights or powers granted to the Issuer or any Revolving Loan Lender hereunder.
In furtherance and not in limitation or derogation of any of the foregoing, any
action taken or omitted to be taken by the Issuer in good faith (and not
constituting gross negligence or willful misconduct) shall be binding upon the
Borrower and each such Lender, and shall not put the Issuer under any resulting
liability to the Borrower or any such Lender, as the case may be.

     SECTION II.7.  Register; Notes.
                    --------------- 

          (a   Each Lender may maintain in accordance with its usual practice an
     account or accounts evidencing the Indebtedness of the Borrower to such
     Lender resulting from each Loan made by such Lender, including the amounts
     of principal and interest payable and paid to such Lender from time to time
     hereunder.  In the case of a Lender that does not request, pursuant to
                                                                           
     clause (b)(ii) below, execution and delivery of a Note evidencing the Loans
     --------------                                                             
     made by such Lender to the Borrower, such account or accounts shall, to the
     extent not inconsistent with the notations made by the Administrative Agent
     in the Register, be conclusive and binding on the Borrower absent manifest
     error; provided, however, that the failure of any Lender to maintain such
            --------  -------                                                 
     account or accounts shall not limit or otherwise affect any Obligations of
     the Borrower or any other Obligor.

                                     -45-
<PAGE>
 
          (b (i)  The Borrower hereby designates the Administrative Agent to
     serve as the Borrower's agent, solely for the purpose of this clause (b),
                                                                   ---------- 
     to maintain a register (the "Register") on which the Administrative Agent
                                  --------                                    
     will record each Lender's Commitment, the Loans made by each Lender and
     each repayment in respect of the principal amount of the Loans of each
     Lender and annexed to which the Administrative Agent shall retain a copy of
     each Lender Assignment Agreement delivered to the Administrative Agent
     pursuant to Section 10.11.1.  Failure to make any recordation, or any error
                 ---------------                                                
     in such recordation, shall not affect the Borrower's obligation in respect
     of such Loans.  The entries in the Register shall be conclusive, in the
     absence of manifest error, and the Borrower, the Administrative Agent and
     the Lenders shall treat each Person in whose name a Loan (and, as provided
     in clause (ii), the Note evidencing such Loan, if any) is registered as the
        -----------                                                             
     owner thereof for all purposes of this Agreement, notwithstanding notice or
     any provision herein to the contrary.  A Lender's Commitment and the Loans
     made pursuant thereto may be assigned or otherwise transferred in whole or
     in part only by registration of such assignment or transfer in the
     Register.  Any assignment or transfer of a Lender's Commitment or the Loans
     made pursuant thereto shall be registered in the Register only upon
     delivery to the Administrative Agent of a Lender Assignment Agreement duly
     executed by the assignor thereof and the compliance by the parties thereto
     with the other requirements of Section 10.11.1.  No assignment or transfer
                                    ---------------                            
     of a Lender's Commitment or the Loans made pursuant thereto shall be
     effective unless such assignment or transfer shall have been recorded in
     the Register by the Administrative Agent as provided in this Section.

          (ii)  The Borrower hereby agrees that, upon the request to the
     Administrative Agent by any Lender, the Borrower will execute and deliver
     to such Lender, as applicable, a Revolving Note, Swing Line Note or a Term
     Note evidencing the Loans made by such Lender.  The Borrower hereby
     irrevocably authorizes each Lender to make (or cause to be made)
     appropriate notations on the grid attached to such Lender's Notes (or on
     any continuation of such grid), which notations, if made, shall evidence,
                                                                              
     inter alia, the date of, the outstanding principal amount of, and the
     ----- ----                                                           
     interest rate and Interest Period applicable to the Loans evidenced
     thereby.  Such notations shall, to the extent not inconsistent with the
     notations made by the Administrative Agent in the Register, be conclusive
     and binding on the Borrower absent manifest error; provided, however, that
                                                        --------  -------      
     the failure of any Lender to make any such notations shall not limit or
     otherwise affect any Obligations of the Borrower or any other Obligor.  The
     Loans evidenced by any Note and interest thereon shall at all times
     (including after assignment pursuant to Section 10.11.1) be payable to the
                                             ---------------                   
     order of the payee named therein and its registered assigns.


                                  ARTICLE III

                  REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

                                      -46-
<PAGE>
 
     SECTION III.1.  Repayments and Prepayments; Application.
                     --------------------------------------- 

     SECTION III.1.1.  Repayments and Prepayments.  The Borrower shall repay in
                       --------------------------                              
full the unpaid principal amount of each Loan upon the applicable Stated
Maturity Date therefor.  Prior thereto, payments and prepayments of Loans shall
or may be made as set forth below.

          (a   From time to time on any Business Day, the Borrower may make a
     voluntary prepayment, in whole or in part, of the outstanding principal
     amount of any

               (i)  Loans (other than Swing Line Loans), provided, however, that
                                                         --------  -------      

                    (A)  any such prepayment of Loans shall be made pro rata
                                                                    --- ----
               among Loans of the same type and, if applicable, having the same
               Interest Period of all Lenders;

                    (B)  no such prepayment of any Fixed Rate Loan may be made
               on any day other than the last day of the Interest Period for
               such Loan unless the Borrower complies with Section 4.4 in
                                                           -----------   
               respect thereof;

                    (C)  all such voluntary prepayments shall require, in the
               case of Fixed Rate Loans, at least three Business Days' prior
               written notice and, in the case of Base Rate Loans, at least one
               Business Day's prior written notice, and in either case not more
               than five Business Days' prior written notice to the
               Administrative Agent; and

                    (D)  all such voluntary partial prepayments shall be in an
               aggregate minimum amount of $1,000,000 and integral multiples of
               $500,000;

               (ii)  Swing Line Loans, provided, however, that
                                       --------  -------      

                    (A)  all such voluntary prepayments shall require prior
               telephonic notice to the Swing Line Lender on or before 1:00
               p.m., New York time, on the day of such prepayment (such notice
               to be confirmed in writing within 24 hours thereafter); and

                    (B)  all such voluntary partial prepayments shall be in an
               aggregate minimum amount of $500,000 and an integral multiple of
               $100,000.

          (b   On each date when the sum of (i) the aggregate outstanding
     principal amount of all Revolving Loans and Swing Line Loans and (ii) the
     aggregate amount of all Letter of Credit Outstandings exceeds the Revolving
     Loan Commitment Amount (as it may be reduced from time to time, including
     pursuant to Section 2.2 and Section 3.1.2), the 
                 -----------     -------------                            

                                      -47-
<PAGE>
 
     Borrower shall make a mandatory prepayment of Revolving Loans or Swing Line
     Loans (or both) and, if necessary, give cash collateral to the
     Administrative Agent pursuant to an agreement satisfactory to the
     Administrative Agent to collateralize Letter of Credit Outstandings, in an
     aggregate amount equal to such excess.

          (c   On the Stated Maturity Date and on each Quarterly Payment Date
     set forth below, the Borrower shall make a scheduled repayment of the
     aggregate outstanding principal amount, if any, of all Term Loans in an
     amount equal to the percentage of the aggregate outstanding principal
     amount of Term Loans on March 31, 2001 set forth opposite such date:

 
               Date                         Percentage
               ----                          Reduction
                                             ---------
 
             03/31/01                              2.5%
             06/30/01                              2.5%
             09/30/01                              2.5%
             12/31/01                              2.5%
             03/31/02                              5.0%
             06/30/02                              5.0%
             09/30/02                              5.0%
             12/31/02                              5.0%
             03/31/03                             6.25%
             06/30/03                             6.25%
             09/30/03                             6.25%
             12/31/03                             6.25%
             03/31/04                              8.5%
             06/30/04                              8.5%
             09/30/04                              8.5%
             12/31/04                              8.5%
             03/31/05                              5.5%
             06/30/05                              5.5%.

          (d   Concurrently with the receipt by the Borrower of any Net
     Disposition Proceeds, the Borrower shall make a mandatory prepayment of the
     Loans in an amount equal to 100% of such Net Disposition Proceeds to be
     applied as set forth in Section 3.1.2 unless the Borrower, within 345 days
                             -------------                                     
     after receipt by the Borrower of such proceeds, reinvests such Net
     Disposition Proceeds in like assets.  To the extent such Net Disposition
     Proceeds are not so applied during such 345-day period, the Borrower shall
     make a mandatory prepayment of the Loans (and shall reduce the Revolving
     Loan Commitment) to be applied as set forth in Section 3.1.2.
                                                    ------------- 

                                      -48-
<PAGE>
 
          (e   shall, immediately upon any acceleration of the Stated Maturity
     Date of any Loans pursuant to Section 8.2 or Section 8.3, the Borrower
                                   -----------    -----------              
     shall repay all the Loans, unless, pursuant to Section 8.3, only a portion
                                                    -----------                
     of all Loans is so accelerated (in which case the portion so accelerated
     shall be so paid).

Each prepayment of any Loans made pursuant to this Section shall be without
premium or penalty, except as may be required by Section 4.4.  No prepayment of
                                                 -----------                   
principal of any Revolving Loans or Swing Line Loans pursuant to clauses (a) or
                                                                 -----------   
(b) shall cause a reduction in the Revolving Loan Commitment Amount or the Swing
---                                                                             
Line Loan Commitment, as the case may be.

     SECTION III.1.2.  Application.  Amounts prepaid shall be applied as set
                       -----------                                          
forth in this Section.

          (a   Subject to clause (b), each prepayment or repayment of the
                          ----------                                     
     principal of the Loans shall be applied, to the extent of such prepayment
     or repayment, first, to the principal amount thereof being maintained as
                   -----                                                     
     Base Rate Loans, second, to the principal amount thereof being maintained
                      ------                                                  
     as LIBO Rate Loans, and third, to the principal amount thereof being
                             -----                                       
     maintained as CD Rate Loans.

          (b   Each prepayment of Loans made pursuant to clause (d) of Section
                                                         ----------    -------
     3.1.1 shall be applied (i) first, pro rata to a mandatory prepayment of the
     -----                             --- ----                                 
     outstanding principal amount of all Term Loans (with the amount of such
     prepayment of the Term Loans being applied to the remaining Term Loan
     amortization payments pro rata in accordance with the amount of each such
                           --- ----                                           
     remaining Term Loan amortization payment) until all Term Loans have been
     repaid in full, and (ii) second, once all Term Loans have been repaid in
     full, pro rata to the repayment of any outstanding Revolving Loans and a
           --- ----                                                          
     corresponding reduction of the Revolving Loan Commitment Amount (applied
                                                                             
     pro rata to the amount of scheduled reductions of the Revolving Loan
     --- ----                                                            
     Commitment Amount set forth in Section 2.2.2).
                                    -------------  

     SECTION III.2.  Interest Provisions.  Interest on the outstanding principal
                     -------------------                                        
amount of Loans shall accrue and be payable in accordance with this Section 3.2.
                                                                    ----------- 

     SECTION III.2.1.  Rates.  Pursuant to an appropriately delivered Borrowing
                       -----                                                   
Request or Continuation/Conversion Notice, the Borrower may elect that Loans
comprising a Borrowing accrue interest at a rate per annum:

          (a   on that portion maintained from time to time as a Base Rate Loan,
     equal to the sum of the Alternate Base Rate from time to time in effect
     plus the Applicable Margin; provided that all Swing Line Loans shall always
     accrue interest at the then effective Applicable Margin for Revolving Loans
     maintained as Base Rate Loans;

                                      -49-
<PAGE>
 
          (b   on that portion maintained as a CD Rate Loan, during each
     Interest Period applicable thereto, equal to the sum of the CD Rate
     (Reserve Adjusted) for such Interest Period plus the Applicable Margin; and

          (c   on that portion maintained as a LIBO Rate Loan, during each
     Interest Period applicable thereto, equal to the sum of the LIBO Rate
     (Reserve Adjusted) for such Interest Period plus the Applicable Margin.

     All Fixed Rate Loans shall bear interest from and including the first day
of the applicable Interest Period to (but not including) the last day of such
Interest Period at the interest rate determined as applicable to such Fixed Rate
Loan.

     SECTION III.2.2.  Post-Maturity Rates.  After the date any principal amount
                       -------------------                                      
of any Loan or Reimbursement Obligation is due and payable (whether on the
Stated Maturity Date, upon acceleration or otherwise), or after any other
monetary Obligation of the Borrower shall have become due and payable, the
Borrower shall pay, but only to the extent permitted by law, interest (after as
well as before judgment) on such amounts at a rate per annum equal to the rate
(including any Applicable Margin) applicable to such Loan from time to time in
effect plus an additional margin of 2%.
       ----                            

     SECTION III.2.3.  Payment Dates.  Interest accrued on each Loan shall be
                       -------------                                         
payable, without duplication:

          (a   on the Stated Maturity Date therefor;

          (b   on the date of any payment or prepayment, in whole or in part, of
     principal outstanding on such Loan on the principal amount so paid or
     prepaid;

          (c   with respect to Base Rate Loans, on each Payment Date occurring
     after the Effective Date;

          (d   with respect to Fixed Rate Loans, on the last Business Day of
     each applicable Interest Period (and, (i) until such time as there is no
     requirement in any Subordinated Debt Document that interest thereunder be
     paid other than semi-annually, if such Interest Period shall exceed 30 days
     or one month, as the case may be, on the 30th day or one month anniversary
     of such Interest Period, as the case may be, and (ii) thereafter, if such
     Interest Period shall exceed 90 days or three months, as the case may be,
     on the 90th day or third-month anniversary of such Interest Period, as the
     case may be);

          (e   with respect to any Base Rate Loans converted into Fixed Rate
     Loans on a day when interest would not otherwise have been payable pursuant
     to clause (c), on the date of such conversion; and
        ----------                                     

                                     -50-
<PAGE>
 
          (f   on that portion of any Loans the Stated Maturity Date of which is
     accelerated pursuant to Section 8.2 or Section 8.3, immediately upon such
                             -----------    -----------                       
     acceleration.

Interest accrued on Loans or other monetary Obligations arising under this
Agreement or any other Loan Document after the date such amount is due and
payable (whether on the Stated Maturity Date, upon acceleration or otherwise)
shall be payable upon demand.

     SECTION III.3.  Fees.  The Borrower agrees to pay the fees set forth in
                     ----                                                   
this Section 3.3.  All such fees shall be non-refundable.
     -----------                                         

     SECTION III.3.1.  Commitment Fee.  The Borrower agrees to pay to the
                       --------------                                    
Administrative Agent for the account of each Lender, for the period (including
any portion thereof when any of its Commitments are suspended by reason of the
Borrower's inability to satisfy any condition of Article V) commencing on the
                                                 ---------                   
Effective Date and continuing through the Revolving Loan Commitment Termination
Date, a commitment fee in an amount equal to 0.375% per annum of such Lender's
Percentage of the sum of the average daily unused portion of the Revolving Loan
Commitment Amount (net of Letter of Credit Outstandings).  All commitment fees
payable pursuant to this Section shall be calculated on a year comprised of 365
days and payable by the Borrower in arrears on the Closing Date and thereafter
on each Payment Date (commencing with the first Payment Date following the
Effective Date) and on the Revolving Loan Commitment Termination Date.  The
making of Swing Line Loans shall not constitute usage of the Revolving Loan
Commitment with respect to the calculation of commitment fees to be paid by the
Borrower to the Lenders.

     SECTION III.3.2.  Agency Fees.  The Borrower agrees to pay to the Arranging
                       -----------                                              
Agents and the Administrative Agent, for their own account, such fees in such
amounts and on such dates as agreed to in writing by the Borrower and the
applicable Agent.

     SECTION III.3.3.  Letter of Credit Fee.  The Borrower agrees to pay to the
                       --------------------                                    
Administrative Agent, for the pro rata account of the Issuer and each Revolving
                              --- ----                                         
Loan Lender, a Letter of Credit fee in an amount equal to the then Applicable
Margin for Revolving Loans maintained as LIBO Rate Loans, multiplied by the
Stated Amount of each such Letter of Credit, such fees being payable on the date
of issuance of each Letter of Credit (for the period from the date of issuance
to the earlier of the expiration date of the applicable Letter of Credit and the
immediately succeeding Quarterly Payment Date) and thereafter quarterly in
advance on each Quarterly Payment Date.  The Borrower further agrees to pay to
the Issuer such fees and other amounts in such amounts and at such times as may
be agreed to by the Borrower and the Issuer in writing.


                                  ARTICLE IV

                    CERTAIN FIXED RATE AND OTHER PROVISIONS

                                      -51-
<PAGE>
 
     SECTION IV.1.  Fixed Rate Lending Unlawful.  If any Lender shall determine
                    ---------------------------                                
(which determination shall, upon notice thereof to the Borrower and the Lenders,
be conclusive and binding on the Borrower) that the introduction of or any
change in or in the interpretation of any law makes it unlawful, or any
Regulatory Authority asserts that it is unlawful, for such Lender to make,
continue or maintain any Loan as, or to convert any Loan into, a Fixed Rate
Loan, the obligations of such Lender to make, continue, maintain or convert any
such Fixed Rate Loan shall, upon such determination, forthwith be suspended
until such Lender shall notify the Administrative Agent that the circumstances
causing such suspension no longer exist, and all outstanding Fixed Rate Loans of
that type shall automatically convert into Base Rate Loans at the end of the
then current Interest Periods with respect thereto or sooner, if required by
such law or assertion.

     SECTION IV.2.  Deposits Unavailable.  If the Administrative Agent shall
                    --------------------                                    
have determined that

          (a   Dollar deposits in the relevant amount and for the relevant
     Interest Period are not available to the Administrative Agent in its
     relevant market; or

          (b   by reason of circumstances affecting the Administrative Agent's
     relevant market, adequate means do not exist for ascertaining the interest
     rate applicable hereunder to Fixed Rate Loans,

then, upon notice from the Administrative Agent to the Borrower and the Lenders,
the obligations of all Lenders under Section 2.3 and Section 2.4 to make or
                                     -----------     -----------           
continue any Loans as, or to convert any Loans into, Fixed Rate Loans shall
forthwith be suspended until the Administrative Agent shall notify the Borrower
and the Lenders that the circumstances causing such suspension no longer exist.

     SECTION IV.3.  Increased Fixed Rate Loan Costs, etc.  The Borrower agrees
                    ------------------------------------                      
to reimburse each Lender for any increase in the cost to such Lender of, or any
reduction in the amount of any sum receivable by such Lender in respect of,
making, continuing or maintaining (or of its obligation to make, continue or
maintain) any Loans as, or of converting (or of its obligation to convert) any
Loans into, Fixed Rate Loans that arise in connection with (i) any change in, or
the introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in after the date hereof of, any law or regulation, directive, guideline,
decision or request (whether or not having the force of law) of any court or
Regulatory Authority except for such changes with respect to increased capital
costs and taxes which are governed by Sections 4.5 and 4.6, respectively, or
                                      ------------     ---                  
(ii) any changes in reserve requirements for "Eurocurrency Liabilities" as
defined in Regulation D of the F.R.S. Board which are not included in the
calculation of "LIBOR Reserve Percentage".  Such Lender shall promptly notify
the Administrative Agent and the Borrower in writing of the occurrence of any
such event, such notice to state, in reasonable detail, the reasons therefor and
the additional amount required fully to compensate such Lender for such

                                     -52-
<PAGE>
 
increased cost or reduced amount.  Such additional amounts shall be payable by
the Borrower directly to such Lender within five days of its receipt of such
notice, and such notice shall, in the absence of manifest error, be conclusive
and binding on the Borrower.

     SECTION IV.4.  Funding Losses.  In the event any Lender shall incur any
                    --------------                                          
loss or expense (including any loss (other than loss of profit) or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by such Lender to make, continue or maintain any portion of the
principal amount of any Loan as, or to convert any portion of the principal
amount of any Loan into, a Fixed Rate Loan) as a result of

          (a)  any conversion or repayment or prepayment of the principal amount
     of any Fixed Rate Loans on a date other than the scheduled last day of the
     Interest Period applicable thereto, whether pursuant to Section 3.1 or
                                                             -----------   
     otherwise;

          (b)  any Loans not being made as Fixed Rate Loans in accordance with
     the Borrowing Request therefor; or

          (c)  any Loans not being continued as, or converted into, Fixed Rate
     Loans in accordance with the Continuation/Conversion Notice therefor,

then, upon the written notice of such Lender to the Borrower (with a copy to the
Administrative Agent), the Borrower shall, within five days of its receipt
thereof, pay directly to such Lender such amount as will (in the reasonable
determination of such Lender) reimburse such Lender for such loss or expense;
                                                                             
provided, however, that such loss or expense shall not include loss of the
--------  -------                                                         
Applicable Margin with respect to any Loan accruing after the date of such
payment.  Such written notice (which shall include calculations in reasonable
detail) shall, in the absence of manifest error, be conclusive and binding on
the Borrower.

     SECTION IV.5.  Increased Capital Costs.  If any change in, or the
                    -----------------------                           
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any court or Regulatory Authority,
affects or would affect the amount of capital required or expected to be
maintained by any Lender or any Person controlling such Lender, and such Lender
determines (in good faith but in its sole and absolute discretion) that the rate
of return on its or such controlling Person's capital as a consequence of the
Commitments or the Loans made, or the Letters of Credit issued or participated
in, by such Lender is reduced to a level below that which such Lender or such
controlling Person could have achieved but for the occurrence of any such
circumstance, then, in any such case upon notice from time to time by such
Lender to the Borrower, the Borrower shall immediately pay directly to such
Lender additional amounts sufficient to compensate such Lender or such
controlling Person for such reduction in rate of return.  A statement of such
Lender as to any such additional amount or amounts (including calculations
thereof in reasonable detail) shall, in the absence of manifest error, be
conclusive and binding on the Borrower.  In 

                                     -53-
<PAGE>
 
determining such amount, such Lender may use any method of averaging and
attribution that it (in its sole and absolute discretion) shall deem applicable.

     SECTION IV.6.  Taxes.
                    -----   

          (a)  All payments by the Borrower of principal of, and interest on, or
     other amounts in respect of, the Loans and all other amounts payable
     hereunder (including fees) and the Notes shall be made free and clear of
     and without deduction for any Taxes, except to the extent that any such
     withholdings or deductions are required by applicable law, rule or
     regulations.  In that event, the Borrower will

               (i)  pay directly to the relevant authority the full amount of
          Taxes required to be so withheld or deducted;

               (ii)  promptly forward to the Administrative Agent an official
          receipt or other documentation satisfactory to the Administrative
          Agent evidencing such payment to such authority; and

               (iii)  if such Taxes are Covered Taxes, pay to the Administrative
          Agent for the account of the Lenders such additional amount or amounts
          as is necessary to ensure that the net amount actually received by
          each Lender will equal the full amount such Lender would have received
          had no such withholding or deduction been required.

     In addition, if the Borrower, any Lender, or any Agent is required by law
     at any time to pay any Covered Tax on, or calculated by reference to, any
     sum received or receivable by or on behalf of any Lender or any Agent under
     this Agreement or any Notes, then (i) with respect solely to any such
     requirement with respect to a Lender or an Agent, any applicable Lender or
     Agent shall, as promptly as practicable following such Person having notice
     of such requirement, give notice to the Borrower of such requirement and
     (ii) the Borrower shall, promptly after having received such notice, pay or
     procure the payment of such Covered Tax.  If the Borrower pays any such
     Covered Taxes as required by the immediately preceding sentence, then the
     Borrower will promptly forward to the Administrative Agent an official
     receipt or other documentation satisfactory to the Administrative Agent
     evidencing such payment of Covered Taxes to the relevant taxing authority.
     Without prejudice to the preceding provisions, if any Agent or any Lender
     is required by law to make any payment on account of Covered Taxes on or in
     relation to any sum received under this Agreement or any Note, or any
     liability for Covered Taxes in respect of any such sum is imposed, levied
     or assessed against any Lender or any Agent, the Borrower will indemnify
     each such Lender and Agent for the full amount of Covered Taxes paid by
     such Lender or Agent (as the case may be), whether or not such Covered
     Taxes were correctly or legally asserted.  Such indemnification shall be
     made within 30 days of the demand of the Lender or Agent therefor.  In
     addition, if the Borrower fails to 

                                     -54-
<PAGE>
 
     remit to the Administrative Agent, for the account of the respective
     Lenders, the required receipts or other required documentary evidence of
     its payment of any Taxes, the Borrower shall indemnify the Lenders for any
     incremental Taxes, interest or penalties that may become payable by any
     Lender as a result of any such failure. For purposes of this Section 4.6,
                                                                  -----------
     the transfer by the Administrative Agent or any Lender to or for the
     account of any Lender of any sum received from the Borrower on account of
     amounts required to be paid by the Borrower hereunder in respect of Covered
     Taxes imposed with respect to the recipient shall be deemed a payment by
     the Borrower of such amounts.

          (b)  Each Lender that is an original signatory to this Agreement and
     each Agent hereby severally (but not jointly) represent that, under
     applicable law and treaties in effect as of the Effective Date, no United
     States federal income taxes will be required to be withheld by the
     Administrative Agent or the Borrower with respect to any payments to be
     made to such Person in respect of this Agreement.  Each Lender that is an
     original signatory hereto (and each Person which becomes a Lender by
     assignment, transfer or participation pursuant to Section 10.11 hereof) and
                                                       -------------            
     each Agent (and each Person that becomes an Agent by appointment pursuant
     to Section 9.4 hereof), agrees severally (but not jointly) that, on or
        -----------                                                        
     prior to the Effective Date (or such assignment, transfer or appointment,
     as the case may be) it will in each case deliver to the Borrower and the
     Administrative Agent the following:

               (i)  in the case of a Person other than a Non-U.S. Lender, two
          copies of a statement certifying that such Person is a U.S. Person,
          which statement shall contain the address, if any, of such Person's
          office or place of business in the United States, and shall be signed
          by an authorized officer of such Person, together with two duly
          completed copies of United States Internal Revenue Service Form W-9
          (or applicable successor form) (unless it establishes to the
          reasonable satisfaction of the Borrower that it is otherwise eligible
          for an exemption from backup withholding tax or other applicable
          withholding tax), or

               (ii)  in the case of a Non-U.S. Lender, either (A) two duly
          completed copies of United States Internal Revenue Service Form 1001
          or 4224 (or applicable successor form) certifying in each case that
          such Person is entitled to receive payments under this Agreement and
          the Notes payable to it without deduction or withholding of any United
          States federal income taxes and two duly completed copies of United
          States Internal Revenue Service Form W-8 or Form W-9 (or applicable
          successor form) or (B) in the case of an assignee Lender that is not a
          "bank" within the meaning of Section 881(c)(3)(A) of the Code and that
          does not comply with the requirements of clause (i) hereof, then a
          statement in substantially the form of Exhibit N hereto (an "Exemption
                                                 ---------             ---------
          Certificate") to the effect that such assignee Lender is eligible for
          -----------                                                          
          a complete exemption from withholding of United States withholding tax
          under Section 871(h) or Section 

                                     -55-
<PAGE>
 
          881(c) of the Code and two duly completed and signed original copies
          of Internal Revenue Service Form W-8.

     Each Person who delivers to the Borrower and the Administrative Agent a
     Form W-8, W-9, 1001 or 4224, or applicable successor form, pursuant to this
     clause, further undertakes to deliver to the Borrower and the
     Administrative Agent two further copies of said Form W-8, W-9, 1001, 4224,
     or applicable successor form, or other manner of certification, as the case
     may be, on or before the date that any such form expires or becomes
     obsolete or after the occurrence of any event requiring a change in the
     most recent form previously delivered by it to the Borrower, and such
     extensions or renewals thereof as may reasonably be requested by the
     Borrower, certifying that such Person is entitled to receive payments under
     this Agreement without deduction or withholding of any United States
     federal income taxes, unless in any such case any change in law, rule,
     regulation, treaty or directive, or in the interpretation or application
     thereof (a "Law Change"), has occurred prior to the date on which any such
                 ----------                                                    
     delivery would otherwise be required, which Law Change renders any such
     form inapplicable or which would prevent such Person from duly completing
     and delivering any such form with respect to it.

          (c)  The agreements in this Section shall survive the termination of
     this Agreement and the payment of the Notes and all other amounts payable
     hereunder.

          (d)  No Lender shall be given the benefit of the provisions of clause
                                                                         ------
     (a) above during such time that such Lender has failed to comply with
     ---                                                                  
     clause (b) above.
     ----------       

     SECTION IV.7.  Payments, Computations, etc.  Unless otherwise expressly
                    ---------------------------                             
provided, all payments by the Borrower pursuant to this Agreement or any other
Loan Document shall be made by the Borrower to the Administrative Agent for the
                                                                               
pro rata account of the Lenders entitled to receive such payment.  All such
--- ----                                                                   
payments required to be made to the Administrative Agent shall be made, without
setoff, deduction or counterclaim, not later than 12:00 noon, New York time, on
the date due, in same day or immediately available funds, to such account as the
Administrative Agent shall specify from time to time by notice to the Borrower.
The failure of the Borrower to make any such payment by such time shall not
constitute a Default hereunder, provided that such payment is received by the
Administrative Agent in immediately available funds by 4:00 p.m. on such due
date, but any such payment made after 1:00 p.m. on such due date shall be deemed
to have been made on the next Business Day for the purpose of calculating
interest on amounts outstanding on the Obligations unless the Administrative
Agent in fact was able to remit to each Lender its pro-rata share of such
payment by 4:00 p.m. on such due date.  Funds received after that time shall be
deemed to have been received by the Administrative Agent on the next succeeding
Business Day.  The Administrative Agent shall promptly remit in same day funds
to each Lender its share, if any, of such payments received by the
Administrative Agent for the account of such Lender.  All interest (including
interest on LIBO Rate Loans) shall be computed on the basis of the actual number
of days (including the first day but excluding the last day) occurring during
the period for which such interest or fee is payable over a year 

                                     -56-
<PAGE>
 
comprised of 360 days (or, in the case of interest on a Base Rate Loan
(calculated at other than the Federal Funds Rate) and fees, 365 days or, if
appropriate, 366 days). Whenever any payment to be made shall otherwise be due
on a day which is not a Business Day, such payment shall (except as otherwise
required by clause (c) of the definition of the term "Interest Period") be made
            ----------
on the next succeeding Business Day and such extension of time shall be included
in computing interest and fees, if any, in connection with such payment.

     SECTION IV.8.  Sharing of Payments.  If any Lender shall obtain any payment
                    -------------------                                         
or other recovery (whether voluntary, involuntary, by application of setoff or
otherwise) on account of any Loan or Reimbursement Obligation (other than
pursuant to the terms of Section 4.3, 4.4, 4.5 or 4.6) in excess of its pro rata
                         -----------  ---  ---    ---                   --- ----
share of payments then or therewith obtained by all Lenders, such Lender shall
purchase from the other Lenders such participations in Credit Extensions made by
them as shall be necessary to cause such purchasing Lender to share the excess
payment or other recovery ratably with each of them; provided, however, that if
                                                     --------  -------         
all or any portion of the excess payment or other recovery is thereafter
recovered from such purchasing Lender, the purchase shall be rescinded and each
Lender which has sold a participation to the purchasing Lender shall repay to
the purchasing Lender the purchase price to the ratable extent of such recovery
together with an amount equal to such selling Lender's ratable share (according
to the proportion of (a)  the amount of such selling Lender's required repayment
to the purchasing Lender to (b)  total amount so recovered from the purchasing
                         --                                                   
Lender) of any interest or other amount paid or payable by the purchasing Lender
in respect of the total amount so recovered.  The Borrower agrees that any
Lender so purchasing a participation from another Lender pursuant to this
Section may, to the fullest extent permitted by law, exercise all its rights of
payment (including pursuant to Section 4.9) with respect to such participation
                               -----------                                    
as fully as if such Lender were the direct creditor of the Borrower in the
amount of such participation.  If under any applicable bankruptcy, insolvency or
other similar law, any Lender receives a secured claim in lieu of a setoff to
which this Section applies, such Lender shall, to the extent practicable,
exercise its rights in respect of such secured claim in a manner consistent with
the rights of the Lenders entitled under this Section to share in the benefits
of any recovery on such secured claim.

     SECTION IV.9.  Setoff.  Each Lender shall, upon the occurrence and during
                    ------                                                    
the continuance of any Default described in clauses (a) through (d) of Section
                                            -----------         ---    -------
8.1.9 or, with the consent of the Required Lenders, upon the occurrence and
-----                                                                      
during the continuance of any other Event of Default, have the right to
appropriate and apply to the payment of the Obligations owing to it (whether or
not then due), and (as security for such Obligations) the Borrower hereby grants
to each Lender a continuing security interest in, any and all balances, credits,
deposits, accounts or moneys of the Borrower then or thereafter maintained with
such Lender; provided, however, that any such appropriation and application
             --------  -------                                             
shall be subject to the provisions of Section 4.8.  Each Lender agrees promptly
                                      -----------                              
to notify the Borrower and the Administrative Agent after any such setoff and
application made by such Lender; provided, however, that the failure to give
                                 --------  -------                          
such notice shall not affect the validity of such setoff and application.  The
rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff under applicable law or otherwise)
which such Lender may have.

                                     -57-
<PAGE>
 
     SECTION IV.10.  Lender's Duty to Mitigate'.  Each Lender, as promptly as
                     --------------------------                              
practicable after it becomes aware of the occurrence of an event or the
existence of a condition that would cause it to be affected under Section 4.1,
                                                                  ----------- 
4.2, 4.3, 4.5 or 4.6 or that would entitle such Lender to receive payments under
---  ---  ---    ---                                                            
Section 4.3, will give notice thereof to the Borrower and the Administrative
-----------                                                                 
Agent and, to the extent not inconsistent with such Lender's internal policies,
such Lender shall use commercially reasonable efforts to make, fund or maintain
its affected LIBO Rate Loans through another lending office of such Lender if,
as a result thereof, the additional moneys which would otherwise be required to
be paid to such Lender pursuant to Section 4.2, 4.3, 4.5 or 4.6, as the case may
                                   -----------  ---  ---    ---                 
be, would be materially reduced, or the illegality or other adverse
circumstances which would otherwise require a conversion of such Loans pursuant
to Section 4.1 would cease to exist, and if, as determined by such Lender in its
   -----------                                                                  
reasonable discretion, the making, funding or maintaining of such Loans through
such other lending office would not otherwise adversely affect such Loans or
such Lender.

     SECTION IV.11.  Replacement of Lenders.  Each Lender hereby severally
                     ----------------------                               
agrees as set forth in this Section:

          (a)  If any Lender (a "Subject Lender") makes demand upon the Borrower
                                 --------------                                 
     for (or if the Borrower is otherwise required to pay) amounts pursuant to
                                                                              
     Section 4.2, 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1
     -----------  ---  ---    ---                              -----------
     requiring a conversion of such Subject Lender's LIBO Rate Loans to Base
     Rate Loans, the Borrower may, within 90 days of receipt by the Borrower of
     such demand or notice (or the occurrence of such other event causing the
     Borrower to be required to pay such compensation), as the case may be, give
     notice (a "Replacement Notice") in writing to the Administrative Agent and
                ------------------                                             
     such Subject Lender of its intention to replace such Subject Lender with a
     financial institution designated in such Replacement Notice.  If the
     Administrative Agent shall, in the exercise of its reasonable discretion
     and within 30 days of its receipt of such Replacement Notice, notify the
     Borrower and such Subject Lender in writing that the designated financial
     institution is satisfactory to the Administrative Agent, then such Subject
     Lender shall, so long as no Default shall have occurred and be continuing
     (and subject to the payment of any amounts due pursuant to Section 4.4),
                                                                -----------  
     assign, in accordance with Section 10.11.1, all of its Commitments, Loans,
                                ---------------                                
     Notes and other rights and obligations under this Agreement and all other
     Loan Documents (including, without limitation, Reimbursement Obligations)
     to such designated financial institution; provided, however, that (i) such
                                               --------  -------               
     assignment shall be without recourse, representation or warranty (other
     than that such Lender owns the Commitments, Loans and Notes being assigned,
     free and clear of any Liens) and shall be on terms and conditions
     reasonably satisfactory to such Subject Lender and such designated
     financial institution and (ii) the purchase price paid by such designated
     financial institution shall be in the amount of such Subject Lender's Loans
     and its Percentage of outstanding Reimbursement Obligations, together with
     all accrued and unpaid interest and fees in respect thereof, plus all other
     amounts (other than the amounts demanded and unreimbursed under Sections
                                                                     --------
     4.2, 4.3, 4.5 and 4.6, which shall be payable upon demand by the Borrower),
     ---  ---  ---     ---                                                      
     owing to such Subject Lender hereunder.

                                     -58-
<PAGE>
 
          (b)  Upon the effective date of an assignment described in clause (a),
                                                                     ---------- 
     the Borrower shall issue a replacement Note or Notes, as the case may be,
     to such designated financial institution or Replacement Lender, as
     applicable, and such institution shall become a "Lender" for all purposes
     under this Agreement and the other Loan Documents.  In the case of clause
                                                                        ------
     (a), the Administrative Agent agrees to use all commercially reasonable
     ---                                                                    
     efforts to assist the Borrower in locating a replacement financial
     institution to replace any Subject Lender; provided, however, that the
                                                --------  -------          
     Borrower agrees to pay all reasonable costs and expenses incurred by the
     Administrative Agent in providing such assistance.


                                   ARTICLE V

                        CONDITIONS TO CREDIT EXTENSIONS
 
     SECTION V.1.  Initial Credit Extension.  The obligation of each Lender and,
                   ------------------------                                     
if applicable, the Issuer to make the initial Credit Extension shall be subject
to the prior or concurrent satisfaction of each of the conditions precedent set
forth in this Section 5.1.
              ----------- 

     SECTION V.1.1.  Subsidiary Guaranties.  The Arranging Agents shall have
                     ---------------------                                  
received, if not otherwise restricted pursuant to the terms of the Primestar
Partnership Credit Agreement, executed counterparts of a Subsidiary Guaranty
from the Primestar Partnership, dated the Closing Date and duly executed and
delivered by an Authorized Officer of the Primestar Partnership.

     SECTION V.1.2.  Pledge Agreements.  The Arranging Agents shall have
                     -----------------                                  
received executed counterparts of (a) the Subsidiary Pledge Agreement, duly
executed and delivered by an Authorized Officer of each of TSAT Partners
Holdings, TCISE Partner 1, Inc. and TCISE Partner 2, Inc., and (b) a supplement
to the Borrower Pledge Agreement, duly executed and delivered by an Authorized
Officer of the Borrower, in each case dated the Closing Date, together with
certificates evidencing all of the issued and outstanding Capital Stock of each
Restricted Subsidiary being pledged thereunder, which certificates shall be
accompanied by undated stock powers duly executed in blank, or, if any
securities pledged pursuant to the Subsidiary Pledge Agreement or the supplement
to the Borrower Pledge Agreement are uncertificated securities, confirmation and
evidence satisfactory to the Arranging Agents that the security interest in such
uncertificated securities has been transferred to and perfected by the
Administrative Agent for the benefit of the Secured Parties in accordance with
the U.C.C., and all laws otherwise applicable to the perfection of the pledge of
such shares.  The Arranging Agents and their counsel shall be satisfied that (i)
the Lien granted to the Administrative Agent, for the benefit of the Secured
Parties, in the collateral described above is a first priority (or local
equivalent thereof) security interest; and (ii) no Lien exists on any of the
collateral described above other than the Lien created in favor of the
Administrative Agent, for the benefit of the Secured Parties, pursuant to the
the Subsidiary Pledge Agreement or the supplement to the Borrower Pledge
Agreement.

                                     -59-
<PAGE>
 
     SECTION V.1.3.  Contract Assignment Agreement and each Consent and
                     --------------------------------------------------
Agreement.  The Arranging Agents shall have received executed counterparts of
---------                                                                    
each of the Contract Assignment Agreement and each Consent and Agreement, as
applicable, duly executed and delivered by an Authorized Officer of the Borrower
and such other parties thereto.

     SECTION V.1.4.  Financial Information, etc.  The Arranging Agents shall
                     --------------------------                             
have received

          (a)  three year historical financial information satisfactory to the
     Arranging Agents for each of the partner distributors of the PRIMESTAR
     Distribution Service; and

          (b)  the Pro Forma Balance Sheet.

     SECTION V.1.5.  Closing Date Certificate.  The Arranging Agents shall have
                     ------------------------                                  
received the Borrower Closing Date Certificate, dated the Closing Date, duly
executed and delivered by an Authorized Officer of the Borrower, in which
certificate the Borrower shall agree and acknowledge that the statements made
therein shall be deemed to be true and correct representations and warranties of
the Borrower made as of such date and, at the time each such certificate is
delivered, such statements shall in fact be true and correct.  All documents and
agreements required to be appended to the Borrower Closing Date Certificate
shall be in form and substance satisfactory to the Arranging Agents.

     SECTION V.1.6.  Compliance Certificate.  The Arranging Agents shall have
                     ----------------------                                  
received an initial Compliance Certificate on a pro forma basis as if the Credit
                                                --- -----                       
Extension to be made on the Closing Date had occurred as of September 30, 1997
and as to such items therein as the Arranging Agents reasonably request, dated
the Closing Date, duly executed (and with all schedules thereto duly completed)
and delivered by the chief executive, financial or accounting Authorized Officer
of the Borrower.

     SECTION V.1.7.  Solvency, etc.  The Arranging Agents shall have received
                     -------------                                           
the Solvency Certificate, dated the Closing Date.

     SECTION V.1.8.  Consummation of Restructuring Transaction.  The Arranging
                     -----------------------------------------                
Agents shall have received (a) evidence satisfactory to them that the
Restructuring Transaction has been (or contemporaneously with the making of the
initial Credit Extension, will be) consummated and (b) copies of the
Restructuring Agreement and all documents and agreements delivered in connection
therewith.

     SECTION V.1.9.  Senior Subordinated Credit Agreement.  The Arranging Agents
                     ------------------------------------                       
shall have received evidence satisfactory to them that (a) the Borrower has
received not less than $350,000,000 in gross proceeds from the Senior
Subordinated Credit Agreement on terms and conditions satisfactory to the
Arranging Agents, and (b) no default has occurred and is continuing under any
Subordinated Debt Document.

                                     -60-
<PAGE>
 
     SECTION V.1.10.  Delivery of Transaction Documents.  The Arranging Agents
                      ---------------------------------                       
shall have received a fully executed copy of each of the Transaction Documents.
There shall not have been any amendments, waivers or other modifications of, or
other forbearance to exercise any rights with respect to, any of the terms or
provisions of any Transaction Document and the exhibits and schedules thereto.

     SECTION V.1.11.  Insurance.  The Arranging Agents shall have received
                      ---------                                           
certified copies of the insurance policies (or binders or certificates of
insurance in respect thereof, or such other evidence of insurance satisfactory
to the Arranging Agents), from one or more insurance companies satisfactory to
the Arranging Agents, evidencing coverage required to be maintained pursuant
hereto and each Loan Document.

     SECTION V.1.12.  Opinion of Counsel.  The Arranging Agents shall have
                      ------------------                                  
received an opinion, dated the Closing Date and addressed to the Agents and all
Lenders, from Sherman & Howard L.L.C., special counsel to the Obligors, in form
and substance satisfactory to the Arranging Agents.

     SECTION V.1.13.  Closing Fees, Expenses, etc.  The Agents shall have
                      ---------------------------                        
received for their own accounts, or for the account of each Lender, as the case
may be, all fees, costs and expenses due and payable pursuant to Section 3.3, if
                                                                 -----------    
then invoiced.

     SECTION V.2.  All Credit Extensions.  The obligation of each Lender and the
                   ---------------------                                        
Issuer to make any Credit Extension shall be subject to Sections 2.1.4 and 2.1.5
                                                        --------------     -----
and the satisfaction of each of the conditions precedent set forth in this
                                                                          
Section 5.2.
----------- 

     SECTION V.2.1.  Compliance with Warranties, No Default, etc.  Both before
                     -------------------------------------------              
and after giving effect to any Credit Extension (but, if any Default of the
nature referred to in Section 8.1.5 shall have occurred with respect to any
                      -------------                                        
other Indebtedness, without giving effect to the application, directly or
indirectly, of the proceeds thereof) the following statements shall be true and
correct:

          (a)  the representations and warranties set forth in Article VI
                                                               ----------
     (excluding, however, those contained in Section 6.7) and in each other Loan
                                             -----------                        
     Document shall, in each case, be true and correct with the same effect as
     if then made (unless stated to relate solely to an earlier date, in which
     case such representations and warranties shall be true and correct in all
     material respects as of such earlier date);

          (b)  except as disclosed by the Borrower to the Administrative Agent
     and the Lenders pursuant to Section 6.7,
                                 ----------- 

               (i)  no labor controversy, litigation, arbitration or
          governmental investigation or proceeding shall be pending or, to the
          knowledge of the 

                                     -61-
<PAGE>
 
          Borrower, threatened against the Borrower or any of its Subsidiaries
          which could reasonably be expected to have a Material Adverse Effect;
          and

               (ii)  no development shall have occurred in any labor
          controversy, litigation, arbitration or governmental investigation or
          proceeding disclosed pursuant to Section 6.7 which could reasonably be
                                           -----------                          
          expected to have a Material Adverse Effect; and

          (c)  no Default shall have then occurred and be continuing.

     SECTION V.2.2.  Credit Extension Request, etc.  The Administrative Agent
                     -----------------------------                           
shall have received a Borrowing Request if Loans are being requested, or an
Issuance Request if a Letter of Credit is being requested or extended.  Each of
the delivery of a Borrowing Request or Issuance Request and the acceptance by
the Borrower of the proceeds of such Credit Extension shall constitute a
representation and warranty by the Borrower that on the date of such Credit
Extension (both immediately before and after giving effect to such Credit
Extension and the application of the proceeds thereof) the statements made in
                                                                             
Section 5.2.1 are true and correct in all material respects.
-------------                                               

     SECTION V.2.3.  Satisfactory Legal Form.  All documents executed or
                     -----------------------                            
submitted pursuant hereto by or on behalf of the Borrower or any of its
Subsidiaries or any other Obligors shall be reasonably satisfactory in form and
substance to the Arranging Agents and their counsel; the Arranging Agents and
their counsel shall have received all information, approvals, opinions,
documents or instruments as the Arranging Agents or their counsel may reasonably
request.


                                  ARTICLE VI

                        REPRESENTATIONS AND WARRANTIES
 
     In order to induce the Lenders, the Issuer and each Agent to enter into
this Agreement and to make Credit Extensions hereunder, the Borrower represents
and warrants unto each Agent, the Issuer and each Lender as set forth in this
Article VI.
---------- 

     SECTION VI.1.  Organization, etc.  The Borrower and each of its
                    -----------------                               
Subsidiaries is a corporation validly organized and existing and in good
standing under the laws of the state or jurisdiction of its incorporation, is
duly qualified to do business and is in good standing as a foreign corporation
in each jurisdiction where the nature of its business requires such
qualification, and has full power and authority and holds all requisite
governmental licenses, permits and other approvals to enter into and perform its
Obligations under this Agreement and each other Loan Document and Transaction
Document to which it is a party and to own and hold under lease its property and
to conduct its business substantially as currently conducted by it.

                                     -62-
<PAGE>
 
     SECTION VI.2.  Due Authorization, Non-Contravention, etc.  The execution,
                    -----------------------------------------                 
delivery and performance by the Borrower of this Agreement and each other Loan
Document and Transaction Document executed or to be executed by it and the
execution, delivery and performance by each other Obligor of each Loan Document
and Transaction Document executed or to be executed by it are in each case
within each such Person's corporate powers, have been duly authorized by all
necessary corporate action, and do not:

          (a)  contravene any such Person's Organic Documents;

          (b)  contravene any Contractual Obligation binding on or affecting any
     such Person;

          (c)  contravene any Governmental Approval or Governmental Rule binding
     on or affecting any such Person; or

          (d)  result in, or require the creation or imposition of, any Lien on
     any of such Person's properties (except as expressly permitted by this
     Agreement).

     SECTION VI.3.  Government Approval, Regulation, etc.  Except as disclosed
                    ------------------------------------                      
in Item 6.3 ("Approvals") of the Disclosure Schedule, no authorization or
   --------                                                              
approval or other action by, and no notice to or filing with, any Regulatory
Authority or other Person (other than those that have been, or on the Effective
Date will be, duly obtained or made and which are, or on the Effective Date will
be, in full force and effect) is required for the due execution, delivery or
performance by the Borrower of this Agreement or by the Borrower or any other
Obligor of any other Loan Document or Transaction Document to which it is a
party.  Neither the Borrower nor any of its Subsidiaries is an "investment
company" within the meaning of the Investment Company Act of 1940, as amended,
or a "holding company", or a "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or a "subsidiary company" of a "holding
company", within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

     SECTION VI.4.  Validity, etc.  This Agreement constitutes, and other Loan
                    -------------                                             
Document and Transaction Document, executed by the Borrower constitute or will,
on the due execution and delivery thereof, constitute, the legal, valid and
binding obligations of the Borrower, enforceable against the Borrower in
accordance with their respective terms; and each other Loan Document and
Transaction Document executed pursuant hereto by each other Obligor will, on the
due execution and delivery thereof by such Obligor, constitute the legal, valid
and binding obligation of such Obligor enforceable against such Obligor in
accordance with its terms (except, in any case above, as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally and by principles of equity).

     SECTION VI.5.  Financial Information.  The financial statements of the
                    ---------------------                                  
Borrower and its Subsidiaries furnished to the Arranging Agents and each Lender
pursuant to Section 5.1.4 have been prepared in accordance with GAAP.  All
            -------------                                                 
balance sheets, all statements of operations, 

                                     -63-
<PAGE>
 
shareholders' equity and cash flows and all other financial information of each
of the Borrower and its Subsidiaries furnished pursuant to Section 7.1.1 have
                                                                   -----
been and will for periods following the Effective Date be prepared in accordance
with GAAP consistently applied, and do or will present fairly the consolidated
financial position of the corporations covered thereby as at the dates thereof
and the results of their operations for the periods then ended, except that
quarterly financial statements need not include footnote disclosure and may be
subject to ordinary year-end adjustment.

     SECTION VI.6.  No Material Adverse Effect.  There has been no Material
                    --------------------------                             
Adverse Effect since December 31, 1996.

     SECTION VI.7.  Litigation, Labor Controversies, etc.  Except as disclosed
                    ------------------------------------                      
in Item 6.7 ("Litigation") of the Disclosure Schedule, there is no pending or,
   --------                                                                   
to the knowledge of the Borrower, threatened litigation, action, proceeding, or
labor controversy affecting the Borrower or any of its Subsidiaries, or any of
their respective properties, businesses, assets or revenues, which (a) could
have a Material Adverse Effect or (b) could adversely affect the legality,
validity or enforceability of this Agreement or any other Loan Document or
Transaction Document.

     SECTION VI.8.  Compliance with Laws.  The Borrower and its Subsidiaries
                    --------------------                                    
have complied in all material respects with all applicable Governmental
Approvals and Governmental Rules of any Regulatory Authority having jurisdiction
over the conduct of its businesses or the ownership of its properties.

     SECTION VI.9.  Subsidiaries.  The Borrower has no Subsidiaries, except
                    ------------                                           
those Subsidiaries:

          (a)  which are identified in Item 6.9 ("Existing Subsidiaries") of the
                                       --------                                 
     Disclosure Schedule; or

          (b)  which are permitted to have been organized or acquired in
     accordance with Section 7.2.5 or 7.2.10.
                     -------------    ------ 

     SECTION VI.10.  Ownership of Properties.  Except as permitted pursuant to
                     -----------------------                                  
Section 6.14 or Section 7.2.3, the Borrower and each of its Subsidiaries owns
------------    -------------                                                
(a) in the case of owned real property, good and marketable fee title to, and
(b) in the case of owned personal property, good and valid title to, or, in the
case of leased real or personal property, valid and enforceable leasehold
interests (as the case may be) in, all of its properties and assets, real and
personal, tangible and intangible, of any nature whatsoever, free and clear in
each case of all Liens or claims, except for Liens permitted pursuant to Section
                                                                         -------
7.2.3.
----- 

     SECTION VI.11.  Taxes.  The Borrower and each of its Subsidiaries has filed
                     -----                                                      
all tax returns and reports required by law to have been filed by it and has
paid all taxes and governmental charges thereby shown to be due and owing,
except any such taxes or charges 

                                     -64-
<PAGE>
 
which are being diligently contested in good faith by appropriate proceedings
and for which adequate reserves in accordance with GAAP shall have been set
aside on its books.

     SECTION VI.12.  Pension and Welfare Plans.  During the twelve-consecutive-
                     -------------------------                                
month period prior to the date of the execution and delivery of this Agreement
and prior to the date of any Credit Extension hereunder, no steps have been
taken to terminate any Pension Plan (other than a standard termination under
Section 4041(b) of ERISA), and no contribution failure has occurred with respect
to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of
ERISA.  No condition exists or event or transaction has occurred with respect to
any Pension Plan which might result in the incurrence by the Borrower or any
member of the Controlled Group of any material liability, fine or penalty.

     SECTION VI.13.  Environmental Warranties.  Except as set forth in Item 6.13
                     ------------------------                          ---------
("Environmental Matters") of the Disclosure Schedule:

          (a)  all facilities and property (including underlying groundwater)
     owned or leased by the Borrower or any of its Subsidiaries have been, and
     continue to be, owned or leased by the Borrower and its Subsidiaries in
     material compliance with all Environmental Laws;

          (b)  there are no pending or threatened and, to the best of the
     Borrower's knowledge, there have been no past

               (i)  claims, complaints, notices or requests for information
          received by the Borrower or any of its Subsidiaries with respect to
          any alleged violation of any Environmental Law, or

               (ii)  complaints, notices or inquiries to the Borrower or any of
          its Subsidiaries regarding potential liability under any Environmental
          Law;

          (c)  there have been no Releases of Hazardous Materials at, on or
     under any property now or previously owned or leased by the Borrower or any
     of its Subsidiaries that, singly or in the aggregate, have, or could
     reasonably be expected to have, a Material Adverse Effect;

          (d)  the Borrower and its Subsidiaries have been issued and are in
     material compliance with all permits, certificates, approvals, licenses and
     other authorizations relating to environmental matters and necessary or
     desirable for their businesses;

          (e)  no property now or previously owned or leased by the Borrower or
     any of its Subsidiaries is listed or proposed for listing on the National
     Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state
     list of sites requiring investigation or clean-up;

                                     -65-
<PAGE>
 
          (f)  there are no underground storage tanks, active or abandoned,
     including petroleum storage tanks, on or under any property now or
     previously owned or leased by the Borrower or any of its Subsidiaries that,
     singly or in the aggregate, have, or could reasonably be expected to have,
     a Material Adverse Effect;

          (g)  neither the Borrower nor any Subsidiary of the Borrower has
     directly transported or directly arranged for the transportation of any
     Hazardous Material to any location which is listed or proposed for listing
     on the National Priorities List pursuant to CERCLA, on the CERCLIS or on
     any similar state list or which is the subject of federal, state or local
     enforcement actions or other investigations which may lead to material
     claims against the Borrower or such Subsidiary thereof for any remedial
     work, damage to natural resources or personal injury, including claims
     under CERCLA;

          (h)  there are no polychlorinated biphenyls or friable asbestos
     present at any property now or previously owned or leased by the Borrower
     or any Subsidiary of the Borrower that, singly or in the aggregate, have,
     or could reasonably be expected to have, a Material Adverse Effect; and

          (i)  no conditions exist at, on or under any property now or
     previously owned or leased by the Borrower which, with the passage of time,
     or the giving of notice or both, would give rise to liability under any
     Environmental Law.

     SECTION VI.14.  Intellectual Property.  Each of the Borrower and its
                     ---------------------                               
Subsidiaries owns and possesses or licenses (as the case may be) all such
patents, patent rights, trademarks, trademark rights, trade names, trade name
rights, service marks, service mark rights and copyrights necessary for the
conduct of the businesses of the Borrower and its Subsidiaries as now conducted
without, individually or in the aggregate, any infringement upon rights of other
Persons, in each case except as could not reasonably be expected to result in a
Material Adverse Effect, and there is no individual patent, patent right,
trademark, trademark right, trade name, trade name right, service mark, service
mark right or copyright the loss of which could reasonably be expected to have a
Material Adverse Effect, except as may be disclosed in Item 6.14 ("Intellectual
                                                       ---------               
Property") of the Disclosure Schedule.

     SECTION VI.15.  Regulations U and X.  Neither the Borrower nor any of its
                     -------------------                                      
Subsidiaries is engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock, and no proceeds of any Credit Extensions
will be used to purchase or carry margin stock or otherwise for a purpose which
violates, or would be inconsistent with, F.R.S. Board Regulation U or X.  Terms
for which meanings are provided in F.R.S. Board Regulation U or X or any
regulations substituted therefor, as from time to time in effect, are used in
this Section with such meanings.

                                     -66-
<PAGE>
 
     SECTION VI.16.  Accuracy of Information.  None of the factual information
                     -----------------------                                  
heretofore or contemporaneously furnished by or on behalf of the Borrower in
writing to any Agent, the Issuer or any Lender for purposes of or in connection
with this Agreement or any transaction contemplated hereby (true and complete
copies of which were furnished to each Arranging Agent, the Issuer and each
Lender in connection with its execution and delivery hereof), contains any
untrue statement of a material fact on the date as of which such information is
dated or certified, and none of the other factual information hereafter
furnished in connection with this Agreement or any other Loan Document or any
Transaction Document by the Borrower or any other Obligor to any Agent, the
Issuer or any Lender will contain any untrue statement of a material fact on the
date as of which such information is dated or certified and, as of the date of
the execution and delivery of this Agreement by each Arranging Agent and each
Lender, the information delivered prior to the date of execution and delivery of
this Agreement (unless such information specifically relates to a prior date)
does not, and the factual information hereafter furnished shall not on the date
as of which such information is dated or certified, omit to state any material
fact necessary to make any information not misleading.

     SECTION VI.17.  Subordinated Debt.  The making of the Credit Extensions,
                     -----------------                                       
and the acceptance thereof by the Borrower, does not violate the provisions of
any Subordinated Debt Document.


                                  ARTICLE VII

                                   COVENANTS

     SECTION VII.1.  Affirmative Covenants.  The Borrower agrees with each
                     ---------------------                                
Agent, the Issuer and each Lender that, until all Commitments have terminated
and all Obligations have been paid and performed in full, the Borrower will
perform or cause to be performed the obligations set forth in this Section 7.1.
                                                                   ----------- 

     SECTION VII.1.1.  Financial Information, Reports, Notices, etc.  The
                       --------------------------------------------      
Borrower will furnish, or will cause to be furnished, to each Lender, the Issuer
and each Agent copies of the following financial statements, reports, notices
and information:

          (a)  as soon as available and in any event within 45 days (and 60
     days, in the case of the Borrower and its Restricted Subsidiaries) after
     the end of each of the first three Fiscal Quarters of each Fiscal Year of
     the Borrower, a consolidated balance sheet of the Borrower and its
     Restricted Subsidiaries and a consolidated balance sheet of the Borrower
     and its Subsidiaries, in each case as of the end of such Fiscal Quarter and
     consolidated statements of earnings and cash flows of the Borrower and its
     Restricted Subsidiaries and consolidated statements of earnings and cash
     flows of the Borrower and its Subsidiaries, in each case for the period
     commencing at the end of the previous Fiscal Year and ending with the end
     of such Fiscal Quarter and a profit and loss statement for 

                                     -67-
<PAGE>
 
     such Fiscal Quarter, certified as complete and correct by the chief
     financial Authorized Officer of the Borrower;

          (b)  as soon as available and in any event within 90 days (and 105
     days, in the case of the Borrower and its Restricted Subsidiaries) after
     the end of each Fiscal Year of the Borrower, a copy of the annual audited
     financial statements for such Fiscal Year for the Borrower and its
     consolidated Subsidiaries, including therein a consolidated balance sheet
     of the Borrower and its Restricted Subsidiaries as of the end of such
     Fiscal Year and consolidated statements of earnings and cash flow of the
     Borrower and its Restricted Subsidiaries for such Fiscal Year, in each case
     as audited (without any Impermissible Qualification) by KPMG Peat Marwick
     or independent public accountants of national standing acceptable to the
     Arranging Agents;

          (c)  as soon as available and in any event within 60 days after the
     end of each of the first three Fiscal Quarters of each Fiscal Year of the
     Borrower and within 105 days after the end of the Fiscal Year of the
     Borrower, a Compliance Certificate, executed by the chief executive,
     financial or accounting Authorized Officer of the Borrower, showing (in
     reasonable detail and with appropriate calculations and computations in all
     respects reasonably satisfactory to the Arranging Agents) compliance with
     the financial covenants set forth in Article VII;
                                          ----------- 

          (d)  as soon as possible and in any event within three Business Days
     after the Borrower or any of its Subsidiaries obtains knowledge of the
     occurrence of a Default, a statement of the chief executive, financial or
     accounting Authorized Officer of the Borrower setting forth details of such
     Default and the action which the Borrower has taken and proposes to take
     with respect thereto;

          (e)  as soon as possible and in any event within three Business Days
     after the Borrower or any of its Subsidiaries obtains knowledge of (x) the
     occurrence of any material adverse development with respect to any
     litigation, action, proceeding or labor controversy of the type and
     materiality described in Item 6.7 ("Litigation") of the Disclosure
                              --------                                 
     Schedule, or (y) the commencement of any litigation, action, proceeding or
     labor controversy of the type and materiality described in Item 6.7
                                                                --------
     ("Litigation") of the Disclosure Schedule, notice thereof and, to the
     extent the Arranging Agents reasonably request, copies of all documentation
     relating thereto;

          (f)  promptly after the sending or filing thereof, copies of all
     reports and registration statements which the Borrower or any of its
     Subsidiaries files with the SEC or any national securities exchange;

          (g)  immediately upon becoming aware of (i) the institution of any
     steps by the Borrower or any other Person to terminate any Pension Plan
     (other than a standard termination under Section 4041(b) of ERISA), (ii)
     the failure to make a required contribution to any Pension Plan if such
     failure is sufficient to give rise to a Lien under 

                                     -68-
<PAGE>
 
     Section 302(f) of ERISA, (iii) the taking of any action with respect to a
     Pension Plan which would result in the requirement that the Borrower
     furnish a bond or other security to the PBGC or such Pension Plan, or (iv)
     the occurrence of any event with respect to any Pension Plan which could
     reasonably be expected to result in the incurrence by the Borrower of any
     material liability, fine or penalty, notice thereof and copies of all
     documentation relating thereto;

          (h)  promptly when available and in any event within 15 Business Days
     after the last day of each Fiscal Year of the Borrower (commencing after
     the Effective Date), a budget for the then current Fiscal Year of the
     Borrower, which budget shall contain on a quarterly basis a projected
     statement of earnings and sources and uses of funds of the Borrower and its
     Restricted Subsidiaries, prepared in reasonable detail by the chief
     accounting, financial or executive Authorized Officer of the Borrower; and

          (i)  such other information respecting the condition or operations,
     financial or otherwise, of the Borrower or any of its Subsidiaries as any
     Lender or the Issuer through the Administrative Agent may from time to time
     reasonably request (including information and reports from the chief
     accounting, financial or executive Authorized Officer of the Borrower, in
     such detail as any Arranging Agent or any Lender or Issuer through the
     Administrative Agent may reasonably request, with respect to the terms of
     and information provided pursuant to the Compliance Certificate).

     SECTION VII.1.2.  Compliance with Laws, etc.  The Borrower will, and will
                       -------------------------                              
cause each of its Subsidiaries to, comply in all material respects with all
applicable Governmental Rules and Governmental Approvals of all Regulatory
Authorities, such compliance to include:

          (a)  the maintenance and preservation of the Borrower's and its
     Subsidiaries' corporate existence; and

          (b)  the payment, before the same become delinquent, of all taxes,
     assessments and governmental charges imposed upon it or upon its property
     except to the extent being diligently contested in good faith by
     appropriate proceedings and for which adequate reserves, if any, in
     accordance with GAAP shall have been set aside on its books.

     SECTION VII.1.3.  Maintenance of Properties.  The Borrower will, and will
                       -------------------------                              
cause each of its Subsidiaries to, maintain, preserve, protect and keep its
properties in good repair, working order and condition (ordinary wear and tear
excepted), and make necessary and proper repairs, renewals and replacements so
that its business carried on in connection therewith may be properly conducted
at all times unless the Borrower determines in good faith that the continued
maintenance of any of its properties is no longer economically desirable.

     SECTION VII.1.4.  Insurance.  The Borrower shall maintain, and shall cause
                       ---------                                               
each of its Subsidiaries to maintain:

                                     -69-
<PAGE>
 
          (a)  physical damage insurance on all real and personal property on an
     all-risk basis (including, loss in transit, flood and earthquake insurance)
     and public liability insurance against claims for personal injury, death or
     property damage suffered by others upon, in or about any premises occupied
     by it or occurring as a result of its ownership, maintenance or operation
     of any airplanes, automobiles, trucks or other vehicles or other facilities
     (including any machinery used therein or thereupon) or as the result of the
     use of products manufactured, constructed or sold by it or services
     rendered by it in an amount as is usually carried by Persons of comparable
     size engaged in the same or a similar business and similarly situated;

          (b)  such other types of insurance with respect to its business as is
     usually carried by Persons of comparable size engaged in the same or a
     similar business and similarly situated, and, in any event, all insurance
     otherwise required under any Subordinated Debt Document; and

          (c)  all worker's compensation or similar insurance as may be required
     under the laws of any state or jurisdiction in which it may be engaged in
     business.

All insurance shall be provided (i) by insurers authorized by Lloyds of London
to underwrite such risks, (ii) by insurers having an A.M. Best policyholders
rating of not less than A- (except with respect to insurers providing insurance
of the type described in clause (c), in which case such insurers shall have an
                         ----------                                           
A.M. Best policyholders rating of not less than B+) or (iii) by such other
insurers as the Arranging Agents may approve in writing; provided, that if the
                                                         --------             
rating of any of such insurers is downgraded, the Borrower and each of its
Subsidiaries, as the case may be, shall only be required to obtain replacement
insurance with an insurer satisfying the requirements of this clause at the
stated expiration of the insurance policy maintained with the insurer whose
rating was so downgraded.

     SECTION VII.1.5.  Books and Records.  The Borrower will, and will cause
                       -----------------                                    
each of its Subsidiaries to, keep books and records which accurately reflect all
of its business affairs and transactions and permit the Agent and each Lender or
any of their respective representatives, at reasonable times and intervals, to
visit all of its offices, to discuss its financial matters with its officers and
independent public accountant (and the Borrower hereby authorizes such
independent public accountant to discuss the Borrower's financial matters with
each Lender or its representatives whether or not any representative of the
Borrower is present) and to examine (and, at the expense of the Borrower,
photocopy extracts from) any of its books or other corporate records.  The
Borrower shall pay any fees of such independent public accountant incurred in
connection with any Agent's or any Lender's exercise of its rights pursuant to
this Section.

     SECTION VII.1.6.  Environmental Covenant.  The Borrower will, and will
                       ----------------------                              
cause each of its Subsidiaries to,

                                     -70-
<PAGE>
 
          (a)  use and operate all of its facilities and properties in material
     compliance with all Environmental Laws, keep all necessary permits,
     approvals, certificates, licenses and other authorizations relating to
     environmental matters in effect and remain in material compliance
     therewith, and handle all Hazardous Materials in material compliance with
     all applicable Environmental Laws;

          (b)  promptly notify the Administrative Agent and provide copies upon
     receipt of all written claims, complaints, notices or inquiries relating to
     the condition of its facilities and properties in respect of, or as to
     compliance with, Environmental Laws, and shall promptly resolve any non-
     compliance with Environmental Laws and keep its property free of any Lien
     imposed by any Environmental Law; and

          (c)  provide such information and certifications which the Arranging
     Agents may reasonably request from time to time to evidence compliance with
     this Section 7.1.6.
          ------------- 

     SECTION VII.1.7.  Future Subsidiaries.  Upon any Person becoming, after the
                       -------------------                                      
Effective Date, a Restricted Subsidiary of the Borrower, or upon the Borrower
directly or indirectly acquiring additional Capital Stock of any existing
Restricted Subsidiary having voting rights or contingent voting rights, the
Borrower shall notify the Administrative Agent of such acquisition, and, unless
otherwise agreed to among the Borrower, the Administrative Agent and the
Required Lenders,

          (a)  such Person shall execute and deliver to the Administrative Agent
     (i) a Subsidiary Guaranty and (ii) if such Person is a Collateral
     Subsidiary, the Subsidiary Security Agreement, in each case in a manner
     satisfactory to the Administrative Agent; and

          (b)  the Borrower shall pledge or caused to be pledged, pursuant to
     the Borrower Pledge Agreement or the Subsidiary Pledge Agreement, as
     applicable, to the Administrative Agent for its benefit and that of the
     Secured Parties (i) all of the outstanding shares of Capital Stock of such
     Person, along with undated stock powers for such certificates, executed in
     blank (or, if any such shares of Capital Stock are uncertificated,
     confirmation and evidence satisfactory to the Administrative Agent that the
     security interest in such uncertificated securities has been transferred to
     and perfected by the Administrative Agent, for the benefit of the Secured
     Parties, in accordance with Section 8-313 and Section 8-321 of the U.C.C.
     or any other similar or local  or foreign law which may be applicable), and
     (ii) all intercompany notes, if any, evidencing Indebtedness in favor of
     the Borrower or a Restricted Subsidiary, as applicable, made by such Person
     (which shall, unless the Administrative Agent shall otherwise agree, be in
     form satisfactory to the Administrative Agent);

                                     -71-
<PAGE>
 
together, in each case, with such opinions of legal counsel for the Borrower
(which shall be from counsel reasonably satisfactory to the Administrative
Agent) relating thereto, which legal opinions shall be in form and substance
reasonably satisfactory to the Administrative Agent.

     SECTION VII.1.8.  Additional Collateral.  (a)  The Borrower shall, and
                       ---------------------                               
shall cause each of its Collateral Subsidiaries to, cause the Administrative
Agent, on behalf of the Secured Parties, to have at all times a first priority
perfected security interest (subject only to Liens and encumbrances permitted
under Section 7.2.3) in all of the property (real and personal) owned from time
      -------------                                                            
to time by the Borrower or such Collateral Subsidiary to the extent the same
constitutes or would constitute "Collateral" under the Borrower Security
Agreement, the Subsidiary Security Agreement, the Borrower Pledge Agreement or
the Subsidiary Pledge Agreement.  Without limiting the generality of the
foregoing, the Borrower shall, and shall cause each of its Collateral
Subsidiaries to, execute, deliver and/or file (as applicable) or cause to be
executed, delivered and/or filed (as applicable), the pledge agreement(s), the
security agreement(s), Uniform Commercial Code (Form UCC-1) financing
statements, Uniform Commercial Code (Form UCC-3) termination statements, and
other documentation necessary to grant and perfect such security interest, in
each case in form and substance satisfactory to the Administrative Agent
together, in each case, with such opinions of legal counsel for the Borrower
(which shall be from counsel reasonably satisfactory to the Administrative
Agent) relating thereto, which legal opinions shall be in form and substance
reasonably satisfactory to the Administrative Agent.

     (b)  The Borrower shall (i) cause each Restricted Subsidiary which has
assets (exclusive of assets owned by such Restricted Subsidiary on the Effective
Date) and/or in which the Borrower or any Subsidiary has made Investments
aggregating for all such assets and Investments (without duplication) $5,000,000
or more (valued at the greater of book and fair market value) to promptly (x)
execute the Subsidiary Security Agreement and (y) comply with the requirements
of clause (a) above, and (ii) cause Restricted Subsidiaries to promptly (x)
   ----------                                                              
execute the Subsidiary Security Agreement and (y) comply with the requirements
of clause (a) above so that the aggregate amount of all assets (exclusive of
   ----------                                                               
assets owned by such Restricted Subsidiary on the Effective Date) owned by
Restricted Subsidiaries and/or in which the Borrower or any Subsidiary has made
Investments aggregating for all such assets and Investments (without
duplication) not subject to the Subsidiary Security Agreement does not exceed
$10,000,000 (valued at the greater of book and fair market value) in the
aggregate at any time (each Restricted Subsidiary described in the foregoing
                                                                            
clauses (i) and (ii) being a "Collateral Subsidiary").
-----------     ----          ---------------------   

     SECTION VII.1.9.  Rate Protection Agreements.  If at any time the one month
                       --------------------------                               
LIBO Rate shall be greater than or equal to 6.50% for a period of five
consecutive Business Days as determined by the Administrative Agent, the
Borrower shall, within 30 days of the end of such period, enter into interest
rate protection agreements in form and substance satisfactory to the Arranging
Agents for a minimum period of three years and in a notional principal amount
equal to at least the excess of (i) an amount equal to 50% of the aggregate
outstanding Total Debt over (ii) the aggregate principal amount of Indebtedness
which bears interest at a fixed rate for a 

                                     -72-
<PAGE>
 
period of at least three years from the end of such period, and such rate
protection agreements to be in all respects satisfactory to the Arranging
Agents.

     SECTION VII.1.10.  Future Leased Property.  The Borrower shall, and shall
                        ----------------------                                
cause each of its Restricted Subsidiaries to, use its (and their) best efforts
to deliver to the Administrative Agent an estoppel letter in a form satisfactory
to the Administrative Agent executed by the lessor of any real property in the
U.S. that is leased by the Borrower or such Restricted Subsidiary for a term in
excess of one year, to the extent the value of any personal property to be held
at such leased property exceeds (or it is anticipated that the value of such
personal property will, during the term of such leasehold term, exceed)
$7,500,000.

     SECTION VII.1.11.  Use of Proceeds.  The Borrower shall apply the proceeds
                        ---------------                                        
of the Credit Extensions solely

          (a)  to finance the acquisition of the direct broadcast satellite
     business of  the Partners in an amount not to exceed $250,000,000;

          (b)  for Capital Expenditures of the Borrower and the Restricted
     Subsidiaries; and

          (c)  for working capital and general corporate purposes of the
     Borrower and the Restricted Subsidiaries.

     SECTION VII.2.  Negative Covenants.  The Borrower agrees with the Agents,
                     ------------------                                       
the Issuer and each Lender that, until all Commitments have terminated and all
Obligations have been paid and performed in full, the Borrower will, and will
cause its Subsidiaries to, perform the obligations set forth in this Section
                                                                     -------
7.2.

     SECTION VII.2.1.  Business Activities.  The Borrower will not, and will not
                       -------------------                                      
permit any of its Restricted Subsidiaries to, engage in any business activity,
except those described in the first recital and such activities as are
                              ----- -------                           
reasonably incidental or substantially similar thereto.

     SECTION VII.2.2.  Indebtedness.  The Borrower will not, and will not permit
                       ------------                                             
any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist
or otherwise become or be liable in respect of any Indebtedness, other than,
without duplication, the following:

          (a)  Indebtedness in respect of the Credit Extensions and other
     Obligations (including Hedging Obligations in respect of such Credit
     Extensions);

          (b)  Indebtedness identified in Item 7.2.2(b) ("Ongoing Indebtedness")
                                          -------------                         
     of the Disclosure Schedule;

          (c)  Indebtedness of the Borrower in respect of (i) Capitalized Lease
     Liabilities, (ii) Indebtedness the proceeds of which are used to acquire an
     asset by the Borrower (or 

                                     -73-
<PAGE>
 
     used to acquire such an asset within 60 days of the incurrence thereof) and
     (iii) unsecured Indebtedness; provided, that the aggregate amount of all
                                   --------
     Indebtedness outstanding pursuant to this clause (c) at the time any of the
                                               ----------
     same is created, assumed or incurred (together with the principal amount of
     all other Indebtedness permitted under this clause (c)) shall not at any
                                                        ----
     time exceed $100,000,000 at such time after giving effect thereto and any
     Permitted Refinancings thereof;

          (d)  Indebtedness of any Restricted Subsidiary owing to the Borrower
     or any other Restricted Subsidiary or of the Borrower to any Restricted
     Subsidiary, which Indebtedness

               (i)  shall, in the case of Indebtedness owing to the Borrower, if
          evidenced by one or more promissory notes, be duly delivered in pledge
          pursuant to the Borrower Pledge Agreement to the Administrative Agent;
          and

               (ii)  shall not be forgiven or otherwise discharged for any
          consideration other than payment in full or in part (provided that
                                                               --------     
          only the amount repaid in part shall be discharged) in cash;

          (e)  Subordinated Debt of the Borrower and any Permitted Refinancing
     thereof; provided, that any Permitted Refinancing of the Senior
              --------                                              
     Subordinated Credit Agreement must be on terms substantially similar to
     those contained in the Senior Subordinated Notes and the Senior
     Subordinated Notes Indenture; and

          (f)  Indebtedness of any Subsidiary in respect of the Senior
     Subordinated Credit Agreement;

provided, however, that no Indebtedness otherwise permitted by clause (d) or (e)
--------  -------                                              ----------    ---
shall be permitted to be incurred if a Default has occurred and is continuing or
would result therefrom; provided, further, however, that no Indebtedness
                        --------  -------  -------                      
permitted under clauses (b) through (e) of this Section 7.2.2 shall be (i)
                -----------         ---         -------------             
permitted if such Indebtedness is incurred in reliance upon a general exception
for permitted Indebtedness under any Subordinated Debt Document unless all other
available exceptions for Indebtedness of such type under such an agreement have
been fully utilized by the Borrower or its Subsidiary, as applicable or (ii)
designated as "Designated Senior Indebtedness" (as defined in any Subordinated
Debt Document) without the prior written consent of the Required Lenders.

     Notwithstanding the foregoing, the Borrower may (i) exchange the Series A
Senior Subordinated Notes and the Series A Senior Subordinated Discount Notes
for the Series B Senior Subordinated Notes and the Series B Senior Subordinated
Discount Notes, and (ii) issue the Exchange Notes, the Term Notes and any PIK
Notes, each as defined in and pursuant to the terms of the Senior Subordinated
Credit Agreement.

                                      -74-

<PAGE>
 
     SECTION VII.2.3.  Liens.  The Borrower will not, and will not permit any of
                       -----                                                    
its Restricted Subsidiaries to, create, incur, assume or suffer to exist any
Lien upon any of its property, revenues or assets, whether now owned or
hereafter acquired, except:

          (a)  Liens securing payment of the Obligations, granted pursuant to
     any Loan Document;

          (b)  until the Closing Date, Liens securing payment of Indebtedness of
     the type permitted and described in clause (b) of Section 7.2.2;
                                         ----------    ------------- 

          (c)  Liens securing Capitalized Lease Liability Indebtedness and
     purchase money Indebtedness of the type permitted and described in clause
                                                                        ------
     (c) of Section 7.2.2 (and securing only the assets that are financed with
     ---    -------------                                                     
     the proceeds of such Indebtedness);

          (d)  Liens existing as of the Effective Date and disclosed in Item
                                                                        ----
     7.2.3(d) ("Ongoing Liens") of the Disclosure Schedule;
     --------                                              

          (e)  Liens for taxes, assessments or other governmental charges or
     levies not at the time delinquent or thereafter payable without penalty or
     being diligently contested in good faith by appropriate proceedings and for
     which adequate reserves, if any, in accordance with GAAP shall have been
     set aside on its books;

          (f)  Liens of carriers, warehousemen, mechanics, materialmen and
     landlords incurred in the ordinary course of business for sums not overdue
     or being diligently contested in good faith by appropriate proceedings and
     for which adequate reserves, if any, in accordance with GAAP shall have
     been set aside on its books;

          (g)  Liens incurred or deposits made in the ordinary course of
     business in connection with workmen's compensation, unemployment insurance
     or other forms of governmental insurance or benefits, or to secure
     performance of tenders, statutory and regulatory obligations, bids, leases
     and contracts or other similar obligations (other than for borrowed money)
     entered into in the ordinary course of business or to secure obligations on
     surety or appeal bonds or performance or return-of-money bonds;

          (h)  judgment Liens in existence less than 45 days after the entry
     thereof or with respect to which execution has been stayed or the payment
     of which is covered in full (subject to a customary deductible) by
     insurance maintained with responsible insurance companies or which do not
     otherwise result in an Event of Default under Section 8.1.6; and
                                                   -------------     

          (i)  easements, rights-of-way, municipal and zoning ordinances or
     similar restrictions, minor defects or irregularities in title and other
     similar charges or encumbrances not interfering in any material respect
     with the ordinary conduct of the 

                                      -75-

<PAGE>
 
     business of the Borrower or its Subsidiaries or the value or utility of the
     property to which such Lien is attached.

     SECTION VII.2.4.  Financial Condition and Operations.  The Borrower will
                       ----------------------------------                    
not permit to occur any of the events set forth below.

          (a)  Senior Debt to Annualized Cash Flow Ratio.  The Borrower will not
               -----------------------------------------                        
     permit the Senior Debt to Annualized Cash Flow Ratio at any time during any
     period set forth below to be greater than the ratio set forth opposite such
     period:
<TABLE>
<CAPTION>
 
                                                                           Senior Debt
                                                                       to Annualized Cash
       Period                                                               Flow Ratio
       ------                                                               ----------
<S>                                                                         <C>
 
Effective Date to (and                                                        4.50:1
  including) 06/30/98
 
07/01/98 to (and                                                              4.50:1
  including) 09/30/98
 
10/01/98 to (and                                                              4.25:1
  including) 12/31/98

01/01/99 to (and                                                              4.00:1
  including) 06/30/99
 
07/01/99 and thereafter                                                       4.00:1

</TABLE>

          (b)  Total Debt to Annualized Cash Flow Ratio.  The Borrower will not
               ----------------------------------------                        
     permit the Total Debt to Annualized Cash Flow Ratio at any time during any
     period set forth below to be greater than the ratio set forth opposite such
     period:
<TABLE>
<CAPTION>
 
                                                                           Total Debt
                                                                       to Annualized Cash
       Period                                                               Flow Ratio
       ------                                                               ----------

<S>                                                                         <C>
 
Effective Date to (and                                                        7.25:1
  including) 06/30/98
 
07/01/98 to (and                                                              6.75:1
  including) 09/30/98
 
10/01/98 to (and                                                              6.25:1
  including) 12/31/98
 
01/01/99 to (and                                                              5.75:1
  including) 06/30/99
 
07/01/99 and thereafter                                                       5.50:1

</TABLE>

                                      -76-

<PAGE>
 
          (c)  Annualized Cash Flow to Total Interest Expense Ratio.  The
               ----------------------------------------------------      
     Borrower will not permit the Annualized Cash Flow to Total Interest Expense
     Ratio at any time during any period set forth below to be less than the
     ratio set forth opposite such period:

<TABLE>
<CAPTION>
 
                                                                      Annualized Cash Flow
                                                                       to Total Interest
           Period                                                        Expense Ratio
           ------                                                        -------------
<S>                                                                      <C>
 
Effective Date to (and                                                        1.75:1
  including) 12/31/98
 
01/01/99 and thereafter                                                       2.00:1

</TABLE>

          (d)  Annualized Cash Flow to Pro Forma Debt Service Ratio.  The
               ----------------------------------------------------      
     Borrower will not permit the Annualized Cash Flow to Pro Forma Debt Service
     Ratio at any time after the Effective Date to be less than 1.10:1.

     SECTION VII.2.5.  Investments.  The Borrower will not, and will not permit
                       -----------                                             
any of its Restricted Subsidiaries to, make, incur, assume or suffer to exist
any Investment in any other Person, except:

          (a)  Investments existing on the Effective Date and Investments to be
     existing immediately after giving effect to the Restructuring Transaction,
     each identified in Item 7.2.5(a) ("Ongoing Investments") of the Disclosure
                        -------------                                          
     Schedule;

          (b)  Cash Equivalent Investments;

          (c)  without duplication, Investments by the Borrower to the extent
     permitted as Indebtedness pursuant to Section 7.2.2;
                                           ------------- 

          (d)  Investments constituting (i) accounts receivable arising, (ii)
     trade debt granted, or (iii) deposits made in connection with the purchase
     price of goods or services, in each case in the ordinary course of
     business;

          (e)  other Investments by the Borrower not to exceed $150,000,000 in
     the aggregate; and

          (f)  Investments in Persons which are Restricted Subsidiaries so long
     as, before and after giving effect to such Investment, no Default has
     occurred and is continuing or is caused thereby;

provided, however, that
--------  -------      

          (g)  any Investment which when made complies with the requirements of
                                                                               
     clause (a), (b) or (c) of the definition of the term "Cash Equivalent
     ----------  ---    ---                                               
     Investment" may 

                                      -77-

<PAGE>
 
     continue to be held notwithstanding that such Investment if made thereafter
     would not comply with such requirements; and

          (h)  no Investment otherwise permitted by clause (c), (d), (e) or (f)
                                                    ----------  ---  ---    ---
     shall be permitted to be made if any Default has occurred and is continuing
     or would result therefrom.

     SECTION VII.2.6.  Restricted Payments, etc.  The Borrower shall not and
                       ------------------------                             
shall not permit any Subsidiary to make any Restricted Junior Payment, except:

          (a)  dividends or distributions to the Borrower in respect of its
     Equity Interests in any of its Subsidiaries;

          (b)  so long as no (x) Event of Default or (y) Default of which Senior
     Management was aware or should have been aware has occurred and is
     continuing (or would result therefrom), (i) payments by the Borrower of
     interest accrued on the Subordinated Debt when due and (ii) any Restricted
     Junior Payment of the type set forth in clause (c) of the definition
                                             ----------                  
     thereof to the extent that such Restricted Junior Payment is made with
     proceeds from the issuance of, or capital contribution in respect of,
     common stock of the Borrower and is otherwise on terms satisfactory to the
     Arranging Agents; and

          (c)  Unrestricted Subsidiaries may refinance in whole or in part from
     time to time any of its Indebtedness so long as any such refinancing is not
     recourse in any manner to the Borrower or any other Subsidiary and does not
     require the imposition (contingently or otherwise) of any Lien on the
     assets of the Borrower or any Restricted Subsidiary.

     SECTION VII.2.7.  Capital Expenditures, etc.  In any Fiscal Year
                       -------------------------                     
immediately following a Fiscal Year in which the Total Debt to Annualized Cash
Flow Ratio is greater than 5.50:1, the Borrower will not, and will not permit
any of its Restricted Subsidiaries to, make or commit to make Capital
Expenditures in such Fiscal Year, except Capital Expenditures which do not
aggregate in excess of $650,000,000 in such Fiscal Year; provided, however, that
                                                         --------  -------      
(i) to the extent Capital Expenditures are made in any Fiscal Year in an amount
less than the maximum amount permitted for such Fiscal Year, the Capital
Expenditures which the Borrower or its Restricted Subsidiaries may make or
commit to make in the next following Fiscal Year shall be increased by 50% of
the amount of the permitted Capital Expenditures not so made in the immediately
preceding Fiscal Year (the "Carry-Forward Amount"), but no further carry forward
                            --------------------                                
of such Carry-Forward Amount to any other succeeding Fiscal Year shall be
permitted, and (ii) no portion of any Carry-Forward Amount shall be used in any
Fiscal Year until the entire amount of the Capital Expenditures permitted to be
made or committed to be made in such Fiscal Year shall have been used.

     SECTION VII.2.8.  Subsidiaries.  The Borrower will not have any
                       ------------                                 
Subsidiaries other than Restricted Subsidiaries and Unrestricted Subsidiaries.
The Borrower will not permit any 

                                      -78-

<PAGE>
 
Subsidiary to issue any Capital Stock (whether for value or otherwise) to any
Person other than the Borrower.

     SECTION VII.2.9.  Take or Pay Contracts.  The Borrower will not, and will
                       ---------------------                                  
not permit any of its Restricted Subsidiaries to, enter into or be a party to
any arrangement for the purchase of materials, supplies, other property or
services if such arrangement by its express terms requires that payment be made
by the Borrower or such Restricted Subsidiary regardless of whether such
materials, supplies, other property or services are in fact or can be required
to be delivered or furnished to it.

     SECTION VII.2.10.  Consolidation, Merger, etc.  The Borrower will not, and
                        --------------------------                             
will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate
with, or merge into or with, any other corporation, or purchase or otherwise
acquire all or substantially all of the assets of any Person (or of any division
thereof) except that (i) TSAT may merge with and into the Borrower pursuant to
the TSAT Merger and on terms and conditions satisfactory to a Lenders holding a
majority of the outstanding Loans and Commitments, (ii) the transactions
contemplated by the Restructuring Transaction may be made in accordance with the
terms of the Restructuring Agreement and (iii) any Restricted Subsidiary may
liquidate or dissolve voluntarily into, and may merge with and into, the
Borrower or (subject to clauses (a) and (b)), any other Collateral Subsidiary;
                        -----------     ---                                   
provided, however, that, subject to Section 7.1.8,
--------  -------                   ------------- 

          (a)  in no event shall any Pledged Subsidiary merge with and into

               (i)  any Subsidiary other than another Pledged Subsidiary unless
          (A) the Required Lenders shall have given their prior written consent
          thereto, or (B) after giving effect thereto, the Administrative Agent
          shall have a perfected pledge of, and security interest in and to, all
          of the issued and outstanding shares of Capital Stock of the surviving
          Person in form and substance satisfactory to the Administrative Agent
          and its counsel, pursuant to such documentation and opinions as shall
          be necessary and appropriate in the opinion of the Administrative
          Agent and its counsel to create, perfect or maintain the collateral
          position of the Administrative Agent and the Lenders therein as
          contemplated by this Agreement; or

               (ii)  any other Pledged Subsidiary if, after giving effect to
          such merger, the Administrative Agent has less than that percentage of
          the issued and outstanding shares of the surviving Person pledged to
          it than it had pledged to it immediately prior to such merger; and

          (b)  in the case of the merger of any Subsidiary into the Borrower,
     the Borrower shall be the surviving corporation and continue to be
     incorporated under the laws of a State of the United States.

                                      -79-

<PAGE>
 
     SECTION VII.2.11.  Permitted Dispositions.  The Borrower will not, and will
                        ----------------------                                  
not permit any of its Subsidiaries to, sell, transfer, lease, contribute or
otherwise convey (including by way of merger), or grant options, warrants or
other rights with respect to, any of the Borrower's or such Subsidiaries' assets
(including accounts receivable or Capital Stock of Subsidiaries) to any Person
unless such sale, transfer, lease, contribution or conveyance of such assets is
(i) in the ordinary course of its business (and does not constitute a sale,
transfer, lease, contribution or other conveyance of all or a substantial part
of the Borrower's or such Subsidiary's assets) or is of obsolete or worn out
property, (ii) permitted by Section 7.2.10, (iii) subject to Section 7.1.8,
                            --------------                   ------------- 
between Restricted Subsidiaries or from a Subsidiary to the Borrower or (iv) of
other assets of the Borrower having a value (determined based on the higher of
book and fair market value) not to exceed $30,000,000 for the term of this
Agreement.

     SECTION VII.2.12.  Modification of Certain Agreements.  The Borrower will
                        ----------------------------------                    
not, and will not permit any of its Subsidiaries to, consent to any amendment,
supplement, amendment and restatement, waiver or other modification of any of,
or enter into any forbearance from exercising any rights with respect to, the
terms or provisions contained in, or applicable to, (i) any Transaction
Document, if the effect of such amendment, supplement, amendment and
restatement, waiver or modification or forbearance might individually or in the
aggregate have a Material Adverse Effect, or (ii) any Subordinated Debt
Document.

     SECTION VII.2.13.  Transactions with Affiliates.  The Borrower will not,
                        ----------------------------                         
and will not permit any of its Restricted Subsidiaries to, enter into, or cause,
suffer or permit to exist any arrangement or contract with any of its other
Affiliates or any Unrestricted Subsidiary, other than in connection with the
Roll-up Plan, unless such arrangement or contract is on fair and reasonable
terms and is an arrangement or contract of the kind which would be entered into
by a prudent Person in the position of the Borrower or such Subsidiary with a
Person which is not one of its Affiliates.

     SECTION VII.2.14.  Negative Pledges, Restrictive Agreements, etc.  The
                        ---------------------------------------------      
Borrower will not, and will not permit any of its Restricted Subsidiaries to,
enter into any agreement (excluding this Agreement and any other Loan Document
or any document pursuant to which any Indebtedness permitted by clause (c) of
                                                                ----------   
Section 7.2.2 is permitted but solely with respect to any asset acquired solely
-------------                                                                  
with the proceeds of such Indebtedness and no other asset of the Borrower or any
Subsidiary) prohibiting

          (a)  the creation or assumption of any Lien upon its properties,
     revenues or assets, whether now owned or hereafter acquired, to the extent
     that any such negative pledge would prohibit the creation or first priority
     perfection of any Liens of the type described in clause (a) of Section
                                                      ----------    -------
     7.2.3 (other than in the case of Capitalized Leases to the extent of Liens
     -----                                                                     
     solely in the assets subject to such Capitalized Lease);

          (b)  the ability of the Borrower or any other Obligor to amend or
     otherwise modify this Agreement or any other Loan Document; or

                                      -80-


<PAGE>
 
          (c)  the ability of any Restricted Subsidiary to make any payments,
     directly or indirectly, to the Borrower by way of dividends, advances,
     repayments of loans or advances, reimbursements of management and other
     intercompany charges, expenses and accruals or other returns on
     investments, or any other agreement or arrangement which restricts the
     ability of any such Subsidiary to make any payment, directly or indirectly,
     to the Borrower.

     SECTION VII.2.15.  Sale and Leaseback.  The Borrower will not, and will not
                        ------------------                                      
permit any of its Restricted Subsidiaries to, enter into any agreement or
arrangement with any other Person providing for the leasing by the Borrower or
any of its Restricted Subsidiaries of real or personal property which has been
or is to be sold or transferred by the Borrower or any of its Restricted
Subsidiaries to such other Person or to any other Person to whom funds have been
or are to be advanced by such Person on the security of such property or rental
obligations of the Borrower or any of its Restricted Subsidiaries.

     SECTION VII.2.16.  Restrictions on Leases and ASkyB Transaction.  The
                        --------------------------------------------      
Borrower will not, and will not permit any of its Restricted Subsidiaries to,
(a) enter into any agreement or arrangement with Tempo or any other Person
providing for the leasing by the Borrower or any of its Restricted Subsidiaries
of high power satellite transmission capacity unless (i) such agreement or
arrangement is on fair and reasonable terms and is an agreement or arrangement
of the kind which would be entered into by a prudent Person in the position of
the Borrower or such Restricted Subsidiary with such Person, and (ii) the
Arranging Agents consent in writing (such consent not to be unreasonably
withheld or delayed), or (b) consummate the ASkyB Transaction without the
consent of all Lenders.

     SECTION VII.2.17.  Restrictions on TSAT Partners Holdings and Its
                        ----------------------------------------------
Subsidiaries.  The Borrower shall not permit TSAT Partners Holdings. nor any of
------------                                                                   
TSAT Partners Holdings' Subsidiaries to (i) engage in any business activity
other than, in the case of TSAT Partners Holdings, in connection with the
continuing ownership of the issued and outstanding shares of Capital Stock of
TCISE Partner 1 and TCISE Partner 2, and in the case of TSAT Partners Holdings'
Subsidiaries, in connection with the continuing ownership of partnership
interests in  the Primestar Partnership; (ii) create, incur, assume, suffer to
exist or otherwise become liable in respect of any Indebtedness other than in
respect of the Obligations; (iii) create, incur, assume or enter into any
agreement which by its terms creates, incurs or assumes any Lien upon any of its
assets, whether now owned or hereafter acquired; (iv) make, incur, assume or
suffer to exist any Investment in any other Person other than, in the case of
TSAT Partners Holdings, in connection with the continuing ownership of the
issued and outstanding shares of Capital Stock of TCISE Partner 1 and TCISE
Partner 2, and in the case of TSAT Partners Holdings' Subsidiaries, in
connection with the continuing ownership of partnership interests in the
Primestar Partnership; (v) make or commit to make any Capital Expenditure or
enter into any arrangement which would give rise to any Capitalized Lease
Liability; (vi) enter into any arrangement which involves the leasing by such
Person from any lessor of any real or personal property (or any interest
therein) other than the lease of office space incidental to its ordinary course
of business; (vii) wind-up, 

                                      -81-

<PAGE>
 
liquidate or dissolve, consolidate or amalgamate with, or merge into or with any
other corporation or purchase or otherwise acquire all or any part of the assets
of any Person (or division thereof); or (viii) sell, transfer, lease or
otherwise dispose of, or grant to any Person options, warrants or other rights
with respect to any of its assets, unless otherwise permitted by this Agreement
and except as set forth in the Primestar Partnership Agreement.


                                 ARTICLE VIII

                                 EVENTS OF DEFAULT

     SECTION VIII.1.  Listing of Events of Default.  Each of the following
                      ----------------------------                        
events or occurrences described in this Section 8.1 shall constitute an "Event
                                        -----------                      -----
of Default".
----------  

     SECTION VIII.1.1.  Non-Payment of Obligations.  The Borrower shall default
                        --------------------------                             
in the payment or prepayment when due of

          (a)  any Reimbursement Obligation or any deposit of cash for
     collateral purposes pursuant to Section 2.6.2 or Section 2.6.4, as the case
                                     -------------    -------------             
     may be;

          (b)  any principal of any Loan other than in respect of a voluntary
     prepayment thereof; or

          (c)  any interest on any Loan or any fee described in Article III or
                                                                -----------   
     of any other Obligation and such default shall continue unremedied for a
     period of five days.

     SECTION VIII.1.2.  Breach of Warranty.  Any representation or warranty of
                        ------------------                                    
the Borrower or any other Obligor made or deemed to be made hereunder or in any
other Loan Document executed by it or any other writing or certificate furnished
by or on behalf of the Borrower or any other Obligor to any Agent, the Issuer or
any Lender for the purposes of or in connection with this Agreement or any such
other Loan Document (including any certificates delivered pursuant to Article
                                                                      -------
V), is or shall be incorrect when made or deemed to have been made in any
material respect.

     SECTION VIII.1.3.  Non-Performance of Certain Covenants and Obligations.
                        ----------------------------------------------------  
The Borrower shall default in the due performance and observance of any of its
obligations under Section 7.1.11 or Section 7.2.
                  --------------    ----------- 

     SECTION VIII.1.4.  Non-Performance of Other Covenants and Obligations.  The
                        --------------------------------------------------      
Borrower or any other Obligor shall default in the due performance and
observance of any other agreement contained herein or in any other Loan Document
executed by it, and such default shall continue unremedied for a period of 30
days after notice thereof shall have been given to the Borrower by the
Administrative Agent or any Lender.

                                      -82-

<PAGE>
 
     SECTION VIII.1.5.  Default on Other Indebtedness.  A default shall occur in
                        -----------------------------                           
the payment when due (subject to any applicable grace period), whether by
acceleration or otherwise, of any Indebtedness (other than Indebtedness
described in Section 8.1.1) or any other item which, in accordance with GAAP,
             -------------                                                   
would be included as a liability on the liability side of the balance sheet of
such Person as of the date at which Indebtedness is to be determined
(collectively the "Subject Debt") of the Borrower or any of its Subsidiaries or
                   ------------                                                
the Primestar Partnership having a principal amount, individually or in the
aggregate, in excess of $15,000,000, or a default shall occur in the performance
or observance of any obligation or condition with respect to such Indebtedness
(subject to any applicable grace period) if the effect of such default is to
accelerate the maturity of any such Subject Debt or such default shall permit
the holder or holders of such Subject Debt, or any trustee or agent for such
holders, to cause or declare such Subject Debt to become due and payable or to
require such Subject Debt to be prepaid, redeemed, purchased or defeased, or to
cause an offer to purchase or defease such Subject Debt to be required to be
made, prior to its expressed maturity.

     SECTION VIII.1.6.  Judgments.  Any judgment or order for the payment of
                        ---------                                           
money in excess of $15,000,000 (exclusive of any amounts fully covered by
insurance (less any applicable deductible) or indemnification and as to which
the insurer or the indemnifying party, as the case may be, has acknowledged its
responsibility to cover such judgment or order) shall be rendered against the
Borrower or any of its Subsidiaries and such judgment shall not have been
vacated or discharged or stayed or bonded pending appeal within 45 days after
the entry thereof.

     SECTION VIII.1.7.  Pension Plans.  Any of the following events shall occur
                        -------------                                          
with respect to any Pension Plan

          (a)  the institution of any steps by the Borrower, any member of its
     Controlled Group or any other Person to terminate a Pension Plan if, as a
     result of such termination, the Borrower or any such member could be
     required to make a contribution to such Pension Plan, or could reasonably
     expect to incur a liability or obligation to such Pension Plan, in excess
     of $1,000,000; or

          (b)  a contribution failure occurs with respect to any Pension Plan
     sufficient to give rise to a Lien under section 302(f) of ERISA.

     SECTION VIII.1.8.  Control of the Borrower.  Any Change in Control shall
                        -----------------------                              
occur.

     SECTION VIII.1.9.  Bankruptcy, Insolvency, etc.  The Borrower, any of its
                        ---------------------------                           
Subsidiaries or  the Primestar Partnership shall

          (a)  become insolvent or generally fail to pay, or admit in writing
     its inability or unwillingness generally to pay, debts as they become due;

                                      -83-

<PAGE>
 
          (b)  apply for, consent to, or acquiesce in, the appointment of a
     trustee, receiver, sequestrator or other custodian for any substantial part
     of the property of any thereof, or make a general assignment for the
     benefit of creditors;

          (c)  in the absence of such application, consent or acquiescence,
     permit or suffer to exist the appointment of a trustee, receiver,
     sequestrator or other custodian for a substantial part of the property of
     any thereof, and such trustee, receiver, sequestrator or other custodian
     shall not be discharged within 60 days, provided that the Borrower, each
     such Subsidiary hereby expressly authorizes the Administrative Agent and
     each Lender to appear in any court conducting any relevant proceeding
     during such 60-day period to preserve, protect and defend their rights
     under this Agreement and the other Loan Documents;

          (d)  permit or suffer to exist the commencement of any bankruptcy,
     reorganization, debt arrangement or other case or proceeding under any
     bankruptcy or insolvency law, or any dissolution, winding up or liquidation
     proceeding, in respect thereof, and, if any such case or proceeding is not
     commenced by the Borrower or any such Subsidiary, such case or proceeding
     shall be consented to or acquiesced in by the Borrower or such Subsidiary,
     as the case may be, or shall result in the entry of an order for relief or
     shall remain for 60 days undismissed, provided that the Borrower and each
     Subsidiary hereby expressly authorizes the Administrative Agent and each
     Lender to appear in any court conducting any such case or proceeding during
     such 60-day period to preserve, protect and defend their rights under the
     Loan Documents; or

          (e)  take any corporate action authorizing, or in furtherance of, any
     of the foregoing.

     SECTION VIII.1.10.  Impairment of Security, etc.  Any Loan Document, or any
                         ---------------------------                            
Lien granted thereunder, shall (except in accordance with its terms), in whole
or in part, terminate, cease to be effective or cease to be the legally valid,
binding and enforceable obligation of any Obligor party thereto; the Borrower,
any other Obligor or any other party shall, directly or indirectly, contest in
any manner such effectiveness, validity, binding nature or enforceability; or,
except as permitted under any Loan Document, any Lien securing any Obligation
shall, in whole or in part, cease to be a perfected first priority Lien.

     SECTION VIII.1.11.  Material Adverse Change.  There has been a material
                         -----------------------                            
adverse change in the consolidated financial condition, results of operations,
assets, business or properties of the Borrower and its Subsidiaries, taken as a
whole, or the Borrower and its Restricted Subsidiaries, taken as a whole.

     SECTION VIII.2.  Action if Bankruptcy.  If any Event of Default described
                      --------------------                                    
in clauses (a) through (d) of Section 8.1.9 shall occur, the Commitments (if not
   -----------         ---    -------------                                     
theretofore terminated) shall automatically terminate and the outstanding
principal amount of all outstanding Loans and all 

                                      -84-

<PAGE>
 
other Obligations (including Reimbursement Obligations) shall automatically be
and become immediately due and payable, without notice or demand and the
Borrower shall automatically and immediately be obligated to deposit with the
Administrative Agent cash collateral in an amount equal to all Letter of Credit
Outstandings.

     SECTION VIII.3.  Action if Other Event of Default.  If any Event of Default
                      --------------------------------                          
(other than any Event of Default described in clauses (a) through (d) of Section
                                              -----------         ---    -------
8.1.9) shall occur for any reason, whether voluntary or involuntary, and be
-----                                                                      
continuing, the Administrative Agent, upon the direction of the Required
Lenders, shall by notice to the Borrower declare all or any portion of the
outstanding principal amount of the Loans and other Obligations (including
Reimbursement Obligations) to be due and payable and/or the Commitments (if not
theretofore terminated) to be terminated, whereupon the full unpaid amount of
such Loans and other Obligations which shall be so declared due and payable
shall be and become immediately due and payable, without further notice, demand
or presentment, and/or, as the case may be, the Commitments shall terminate and
the Borrower shall automatically and immediately be obligated to deposit with
the Administrative Agent cash collateral in an amount equal to all Letter of
Credit Outstandings.


                                 ARTICLE IX

                                 THE AGENTS
 
     SECTION IX.1.  Actions.  Each Lender hereby appoints Scotiabank as its
                    -------                                                
Administrative Agent, NationsBank as its Syndication Agent, Credit Lyonnais as
its Documentation Agent and each of Scotiabank, NationsBank and Credit Lyonnais
as an Arranging Agent, in each case under and for purposes of this Agreement and
each other Loan Document.  Each Lender authorizes each Agent to act on behalf of
such Lender under this Agreement and each other Loan Document and, in the
absence of other written instructions from the Required Lenders received from
time to time by such Agent (with respect to which each Agent agrees that it will
comply, except as otherwise provided in this Section or as otherwise advised by
counsel in order to avoid contravention of applicable law), to exercise such
powers hereunder and thereunder as are specifically delegated to or required of
such Agent by the terms hereof and thereof, together with such powers as may be
reasonably incidental thereto.  Each Lender hereby indemnifies (which indemnity
shall survive any termination of this Agreement) each Agent, pro rata according
                                                             --- ----          
to such Lender's Percentage, from and against any and all liabilities,
obligations, losses, damages, claims, costs or expenses of any kind or nature
whatsoever which may at any time be imposed on, incurred by, or asserted
against, such Agent in any way relating to or arising out of this Agreement and
any other Loan Document, including reasonable attorneys' fees, and as to which
such Agent is not reimbursed by the Borrower; provided, however, that no Lender
                                              --------  -------                
shall be liable for the payment of any portion of such liabilities, obligations,
losses, damages, claims, costs or expenses which are determined by a court of
competent jurisdiction in a final proceeding to have resulted solely from such
Agent's gross negligence or wilful misconduct.  No Agent shall be required to
take any action hereunder or under any other Loan Document, or to prosecute or

                                      -85-

<PAGE>
 
defend any suit in respect of this Agreement or any other Loan Document, unless
it is indemnified hereunder to its satisfaction.  If any indemnity in favor of
any Agent shall be or become, in such Agent's determination, inadequate, such
Agent may call for additional indemnification from the Lenders and cease to do
the acts indemnified against hereunder until such additional indemnity is given.

     SECTION IX.2.  Funding Reliance, etc.  Unless the Administrative Agent
                    ---------------------                                  
shall have been notified by telephone, confirmed in writing, by any Lender by
5:00 p.m., New York time, on the Business Day prior to a Borrowing that such
Lender will not make available the amount which would constitute its Percentage
of such Borrowing on the date specified therefor, the Administrative Agent may
assume that such Lender has made such amount available to the Administrative
Agent and, in reliance upon such assumption, make available to the Borrower a
corresponding amount.  If and to the extent that such Lender shall not have made
such amount available to the Administrative Agent, such Lender and the Borrower
severally agree to repay the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
the Administrative Agent made such amount available to the Borrower to the date
such amount is repaid to the Administrative Agent, at the interest rate
applicable at the time to Loans comprising such Borrowing (in the case of the
Borrower) and (in the case of a Lender), at the Federal Funds Rate (for the
first two Business Days after which such amount has not been repaid, and
thereafter at the interest rate applicable to Loans comprising such Borrowing.

     SECTION IX.3.  Exculpation.  None of the Agents nor any of their respective
                    -----------                                                 
directors, officers, employees or agents shall be liable to any Lender for any
action taken or omitted to be taken by it under this Agreement or any other Loan
Document, or in connection herewith or therewith, except for its own wilful
misconduct or gross negligence, nor responsible for any recitals or warranties
herein or therein, nor for the effectiveness, enforceability, validity or due
execution of this Agreement or any other Loan Document, nor for the creation,
perfection or priority of any Liens purported to be created by any of the Loan
Documents, or the validity, genuineness, enforceability, existence, value or
sufficiency of any collateral security, nor to make any inquiry respecting the
performance by any Obligor of its obligations hereunder or under any other Loan
Document.  Any such inquiry which may be made by an Agent shall not obligate it
to make any further inquiry or to take any action.  Each Agent shall be entitled
to rely upon advice of counsel concerning legal matters and upon any notice,
consent, certificate, statement or writing which such Agent believes to be
genuine and to have been presented by a proper Person.

     SECTION IX.4.  Successor.  Any Agent may resign as such at any time upon at
                    ---------                                                   
least 30 days' prior notice to the Borrower and all Lenders.  If an Agent at any
time shall resign, the Required Lenders may appoint another Lender as a
successor Agent which, with the prior written consent of the Borrower, not to be
unreasonably withheld or delayed, shall thereupon become such an Agent
hereunder.  If no such successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after
the retiring Agent's giving notice of resignation, then the retiring Agent may,
on behalf of the Lenders, 

                                      -86-

<PAGE>
 
appoint a successor Agent, which shall be one of the Lenders or a commercial
banking institution organized under the laws of the U.S. (or any State thereof)
or a U.S. branch or agency of a commercial banking institution, and having (x) a
combined capital and surplus of at least $500,000,000 and (y) a credit rating of
A or better by Moody's or a comparable rating by S&P; provided, however, that
                                                      --------  -------
if, after expending all reasonable commercial efforts, such retiring Agent is
unable to find a commercial banking institution which is willing to accept such
appointment and which meets the qualifications set forth in clause (y) above,
                                                            ----------
such retiring Agent, shall be permitted to appoint as its successor from all
available commercial banking institutions willing to accept such appointment
such institution having the highest credit rating of all such available and
willing institutions. Upon the acceptance of any appointment as Agent hereunder
by a successor Agent, such successor Agent shall be entitled to receive from the
retiring Agent such documents of transfer and assignment as such successor Agent
may reasonably request, and shall thereupon succeed to and become vested with
all rights, powers, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement. After any retiring Agent's resignation hereunder as the Agent, the
provisions of

          (a)  this Article IX shall inure to its benefit as to any actions
                    ----------                                             
     taken or omitted to be taken by it while it was the Agent under this
     Agreement; and

          (b)  Section 10.3 and Section 10.4 shall continue to inure to its
               ------------     ------------                               
     benefit.

     SECTION IX.5.  Loans by Agents.  Each Agent shall have the same rights and
                    ---------------                                            
powers with respect to (x) the Credit Extensions made by it or any of its
Affiliates, and (y) the Notes held by it or any of its Affiliates as any other
Lender and may exercise the same as if it were not an Agent.  Each Agent and its
Affiliates may accept deposits from, lend money to, and generally engage in any
kind of business with the Borrower or any Subsidiary or Affiliate of the
Borrower as if such Agent were not an Agent hereunder.

     SECTION IX.6.  Credit Decisions.  Each Lender acknowledges that it has,
                    ----------------                                        
independently of the Agents and each other Lender, and based on such Lender's
review of the financial information of the Borrower, this Agreement, the other
Loan Documents (the terms and provisions of which being satisfactory to such
Lender) and such other documents, information and investigations as such Lender
has deemed appropriate, made its own credit decision to extend its Commitments.
Each Lender also acknowledges that it will, independently of the Agents and each
other Lender, and based on such other documents, information and investigations
as it shall deem appropriate at any time, continue to make its own credit
decisions as to exercising or not exercising from time to time any rights and
privileges available to it under this Agreement or any other Loan Document.

     SECTION IX.7.  Copies, etc.  The Administrative Agent shall give prompt
                    -----------                                             
notice to each Lender of each notice or request required or permitted to be
given to the Administrative Agent by the Borrower pursuant to the terms of this
Agreement (unless concurrently delivered to the Lenders by the Borrower).  The
Administrative Agent will distribute to each Lender each 

                                      -87-

<PAGE>
 
document or instrument received for its account and copies of all other
communications received by the Administrative Agent from the Borrower for
distribution to the Lenders by the Administrative Agent in accordance with the
terms of this Agreement or any other Loan Document.

     SECTION IX.8.  The Agents.  Notwithstanding anything else to the contrary
                    ----------                                                
contained in this Agreement or any other Loan Document, none of the
Documentation Agent, the Syndication Agent or the Arranging Agents, in such
capacity, shall have any rights, duties or responsibilities under this Agreement
or any other Loan Document, or any fiduciary relationship with any Secured
Party, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or otherwise exist
against any of such Agent in such capacity.


                                 ARTICLE X

                           MISCELLANEOUS PROVISIONS
 
     SECTION X.1.  Waivers, Amendments, etc.  The provisions of this Agreement
                   ------------------------                                   
and of each other Loan Document may from time to time be amended, modified or
waived, if such amendment, modification or waiver is in writing and consented to
by the Borrower and the Required Lenders; provided, however, that no such
                                          --------  -------              
amendment, modification or waiver shall:

          (a)  extend any Commitment Termination Date or the date of any
     mandatory Commitment reduction under clause (a) of Section 2.2.2 or modify
                                          ----------    -------------          
     this Section 10.1 without the consent of all Lenders;
          ------------                                    

          (b)  increase the aggregate amount of any Lender's Percentage of any
     Commitment Amount, increase the aggregate amount of any Loans required to
     be made by a Lender pursuant to its Commitments or reduce any fees
     described in Article III payable to any Lender without the consent of such
                  -----------                                                  
     Lender;

          (c)  extend the Stated Maturity Date for any Lender's Loan or the due
     date of any interest thereon, or reduce the principal amount of or rate of
     interest on any Lender's Loan, without the consent of such Lender (it being
     understood and agreed, however, that any vote to rescind any acceleration
     made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect
                      -----------     -----------                              
     to the Loans and other Obligations shall only require the vote of the
     Required Lenders);

          (d)  change the definition of "Required Lenders" or any requirement
     hereunder that any particular action be taken by all Lenders without the
     consent of all Lenders;

                                      -88-

<PAGE>
 
          (e)  increase the Stated Amount of any Letter of Credit unless
     consented to by the Issuer;

          (f)  except as permitted by the Borrower Security Agreement, Borrower
     Pledge Agreement, Subsidiary Security Agreement or Subsidiary Guarantee,
     release (i) any of the guarantees of any Restricted Subsidiary or (ii) all
     or substantially all of the collateral or Pledged Shares as such term is
     defined in the Borrower Pledge Agreement), in either case without the
     consent of all Lenders as expressly provided herein or therein; or

          (g)  affect adversely the interests, rights or obligations of the
     Administrative Agent qua the Administrative Agent, the Syndication Agent
                          ---                                                
     qua the Syndication Agent, the Documentation Agent qua the Documentation
     ---                                                ---                  
     Agent, any Arranging Agent qua Arranging Agent or the Issuer qua Issuer,
                                ---                               ---        
     unless consented to by such Agent or the Issuer, as the case may be.

No failure or delay on the part of any Agent, the Issuer or any Lender in
exercising any power or right under this Agreement or any other Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power or right preclude any other or further exercise thereof or the
exercise of any other power or right.  No notice to or demand on the Borrower in
any case shall entitle it to any notice or demand in similar or other
circumstances.  No waiver or approval by any Agent, the Issuer or any Lender
under this Agreement or any other Loan Document shall, except as may be
otherwise stated in such waiver or approval, be applicable to subsequent
transactions.  No waiver or approval hereunder shall require any similar or
dissimilar waiver or approval thereafter to be granted hereunder.

     SECTION X.2.  Notices.  All notices and other communications provided to
                   -------                                                   
any party hereto under this Agreement or any other Loan Document shall be in
writing or by facsimile and addressed, delivered or transmitted to such party at
its address or facsimile number set forth opposite its name on Schedule II
                                                               -----------
hereto or set forth in the Lender Assignment Agreement or at such other address
or facsimile number as may be designated by such party in a notice to the other
parties.  Any notice, if mailed and properly addressed with postage prepaid or
if properly addressed and sent by pre-paid courier service, shall be deemed
given when received; any notice, if transmitted by facsimile, shall be deemed
given when the confirmation of transmission thereof is received by the
transmitter.

     SECTION X.3.  Payment of Costs and Expenses.  The Borrower agrees to pay on
                   -----------------------------                                
demand all expenses of the Administrative Agent (including the fees and out-of-
pocket expenses of counsel to the Administrative Agent and of local counsel, if
any, who may be retained by counsel to the Administrative Agent) in connection
with

          (a)  the negotiation, preparation, execution and delivery of this
     Agreement and of each other Loan Document, including schedules and
     exhibits, and any amendments, waivers, consents, supplements or other
     modifications to this Agreement or any other 

                                      -89-

<PAGE>
 
     Loan Document as may from time to time hereafter be required, whether or
     not the transactions contemplated hereby are consummated; and

          (b)  the filing, recording, refiling or rerecording of any Loan
     Document and/or any Uniform Commercial Code financing statements relating
     thereto and all amendments, supplements, amendments and restatements and
     other modifications to any thereof and any and all other documents or
     instruments of further assurance required to be filed or recorded or
     refiled or rerecorded by the terms hereof or the terms of any Loan
     Document; and

          (c)  the preparation and review of the form of any document or
     instrument relevant to this Agreement or any other Loan Document.

The Borrower further agrees to pay, and to save each Agent, the Issuer and the
Lenders harmless from all liability for, any stamp or other taxes which may be
payable in connection with the execution or delivery of this Agreement, the
Credit Extensions hereunder, or the issuance of the Notes, Letters of Credit or
any other Loan Documents.  The Borrower also agrees to reimburse each Agent, the
Issuer and each Lender upon demand for all reasonable out-of-pocket expenses
(including reasonable attorneys' fees and legal expenses of counsel to each
Agent, the Issuer and the Lenders) incurred by each Agent, the Issuer or such
Lenders in connection with (x) the negotiation of any restructuring or "work-
out" with the Borrower, whether or not consummated, of any Obligations and (y)
the enforcement of any Obligations.

     SECTION X.4.  Indemnification.  In consideration of the execution and
                   ---------------                                        
delivery of this Agreement by each Lender and the extension of the Commitments,
the Borrower hereby indemnifies, exonerates and holds each Agent, the Issuer and
each Lender and each of their respective officers, directors, employees and
agents (collectively, the "Indemnified Parties") free and harmless from and
                           -------------------                             
against any and all actions, causes of action, suits, losses, costs, liabilities
and damages, and expenses incurred in connection therewith (irrespective of
whether any such Indemnified Party is a party to the action for which
indemnification hereunder is sought), including reasonable attorneys' fees and
disbursements, whether incurred in connection with actions between or among the
parties hereto or the parties hereto and third parties (collectively, the
                                                                         
"Indemnified Liabilities"), incurred by the Indemnified Parties or any of them
------------------------                                                      
as a result of, or arising out of, or relating to

          (a)  any transaction financed or to be financed in whole or in part,
     directly or indirectly, with the proceeds of any Credit Extension,
     including all Indemnified Liabilities arising in connection with the
     transactions contemplated hereby;

          (b)  the entering into and performance of this Agreement and any other
     Loan Document by any of the Indemnified Parties (including any action
     brought by or on behalf of the Borrower as the result of any determination
     by the Required Lenders pursuant to Article V not to fund any Credit
                                         ---------                       
     Extension);

                                      -90-

<PAGE>
 
          (c)  any investigation, litigation or proceeding related to any
     acquisition or proposed acquisition by the Borrower or any of its
     Subsidiaries of all or any portion of the stock or assets of any Person,
     whether or not any Agent, the Issuer or any Lender is party thereto;

          (d)  any investigation, litigation or proceeding related to any
     environmental cleanup, audit, compliance or other matter relating to the
     protection of the environment or the Release by the Borrower or any of its
     Subsidiaries of any Hazardous Material;

          (e)  the presence on or under, or the escape, seepage, leakage,
     spillage, discharge, emission, discharging or releases from, any real
     property owned or operated by the Borrower or any Subsidiary thereof of any
     Hazardous Material (including any losses, liabilities, damages, injuries,
     costs, expenses or claims asserted or arising under any Environmental Law),
     regardless of whether caused by, or within the control of, the Borrower or
     such Subsidiary; or

          (f)  each Agent's and each Lender's Environmental Liability (the
     indemnification herein shall survive repayment of the Notes and any
     transfer of the property of the Borrower or any of its Subsidiaries by
     foreclosure or by a deed in lieu of foreclosure for any Agent's or Lender's
     Environmental Liability, regardless of whether caused by, or within the
     control of, the Borrower or such Subsidiary);

except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant Indemnified Party's gross
negligence or wilful misconduct.  The Borrower and its successors and assigns
hereby waive, release and agree not to make any claim or bring any cost recovery
action against, any Agent, the Issuer or any Lender under CERCLA or any state
equivalent, or any similar law now existing or hereafter enacted.  It is
expressly understood and agreed that to the extent that any of such Persons is
strictly liable under any Environmental Laws, the Borrower's obligation to such
Person under this indemnity shall likewise be without regard to fault on the
part of the Borrower with respect to the violation or condition which results in
liability of such Person.  If and to the extent that the foregoing undertaking
may be unenforceable for any reason, the Borrower hereby agrees to make the
maximum contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.

     SECTION X.5.  Survival.  The obligations of the Borrower under Sections
                   --------                                         --------
4.3, 4.4, 4.5, 4.6, 10.3 and 10.4, and the obligations of the Lenders under
     ---  ---  ---  ----     ----                                          
Section 9.1, shall in each case survive any assignment from one Lender to
-----------                                                              
another (in the case of Sections 10.3 and 10.4) and any termination of this
                        -------------     ----                             
Agreement, the payment in full of all the Obligations and the termination of all
the Commitments.  The representations and warranties made by the Borrower and
each other Obligor in this Agreement and in each other Loan Document shall
survive the execution and delivery of this Agreement and each such other Loan
Document.

                                      -91-

<PAGE>
 
     SECTION X.6.  Severability.  Any provision of this Agreement or any other
                   ------------                                               
Loan Document which is prohibited or unenforceable in any jurisdiction shall, as
to such provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of
this Agreement or such Loan Document or affecting the validity or enforceability
of such provision in any other jurisdiction.

     SECTION X.7.  Headings.  The various headings of this Agreement and of each
                   --------                                                     
other Loan Document are inserted for convenience only and shall not affect the
meaning or interpretation of this Agreement or such other Loan Document or any
provisions hereof or thereof.

     SECTION X.8.  Execution in Counterparts, Effectiveness, etc.  This
                   ---------------------------------------------       
Agreement may be executed by the parties hereto in several counterparts, each of
which shall be an original and all of which shall constitute together but one
and the same agreement.  This Agreement shall become effective when counterparts
hereof executed on behalf of the Borrower, each Agent and each Lender (or notice
thereof satisfactory to the Arranging Agents) shall have been received by the
Arranging Agents and notice thereof shall have been given by the Administrative
Agent to the Borrower and each Lender.

     SECTION X.9.  Governing Law; Entire Agreement.  THIS AGREEMENT AND EACH
                   -------------------------------                          
OTHER LOAN DOCUMENT (INCLUDING WITHOUT LIMITATION PROVISIONS WITH RESPECT TO
INTEREST, LOAN CHARGES AND COMMITMENT FEES) SHALL EACH BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), EXCEPT TO THE EXTENT THAT THE
VALIDITY OR PERFECTION OF A SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER,
IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK.  This Agreement and the other
Loan Documents constitute the entire understanding among the parties hereto with
respect to the subject matter hereof and thereof and supersede any prior
agreements, written or oral, with respect thereto.

     SECTION X.10.  Successors and Assigns.  This Agreement shall be binding
                    ----------------------                                  
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that:
                        --------  -------       

          (a)  the Borrower may not assign or transfer its rights or obligations
     hereunder without the prior written consent of the Administrative Agent and
     all Lenders; and

                                      -92-

<PAGE>
 
          (b)  the rights of sale, assignment and transfer of the Lenders are
     subject to Section 10.11.
                ------------- 

     SECTION X.11.  Sale and Transfer of Loans and Notes; Participations in
                    -------------------------------------------------------
Loans and Notes.  Each Lender may assign, or sell participations in, its Loans,
---------------                                                                
Letters of Credit and Commitments to one or more other Persons in accordance
with this Section 10.11.
          ------------- 

     SECTION X.11.1.  Assignments.  Upon prior notice to the Borrower and the
                      -----------                                            
Arranging Agents, any Lender,

          (a)  with the consent of the Borrower and the Administrative Agent
     (which consents shall not be unreasonably delayed or withheld and, with
     respect to the consent of the Borrower, shall not be required if an Event
     of Default has occurred and is continuing) may at any time assign and
     delegate to one or more commercial banks or other financial institutions,
     and

          (b)  with notice to the Borrower and the Administrative Agent, but
     without the consent of the Borrower or the Administrative Agent, may assign
     and delegate to any of its Affiliates or to any other Lender

(each Person described in either of the foregoing clauses as being the Person to
whom such assignment and delegation is to be made, being hereinafter referred to
as an "Assignee Lender"), all or any fraction of such Lender's total Loans,
       ---------------                                                     
Letter of Credit Outstandings and Commitments in a minimum aggregate amount of
$5,000,000 (or, if less, the entire remaining amount of such Lender's Loans,
Letter of Credit Outstandings and Commitment); provided, however, that the
                                               --------  -------          
assigning Lender must assign a pro-rata portion of each of its Revolving Loan
Commitment, outstanding Revolving Loans and interest in Letter of Credit
Outstandings.  The Borrower and each other Obligor and the Administrative Agent
shall be entitled to continue to deal solely and directly with such Lender in
connection with the interests so assigned and delegated to an Assignee Lender
until

          (c)  written notice of such assignment and delegation, together with
     (i) payment instructions, (ii) the Internal Revenue Service Forms or other
     statements contemplated or required to be delivered pursuant to Section
                                                                     -------
     4.6, if applicable, and (iii) addresses and related information with
     respect to such Assignee Lender, shall have been delivered to the Borrower
     and the Administrative Agent by such Lender and such Assignee Lender;

          (d)  such Assignee Lender shall have executed and delivered to the
     Borrower and the Administrative Agent a Lender Assignment Agreement,
     accepted by the Administrative Agent;

          (e)  the processing fees described below shall have been paid; and

                                      -93-

<PAGE>
 
          (f)  the Administrative Agent shall have registered such assignment
     and delegation in the Register pursuant to clause (b) of Section 2.7.
                                                ----------    ----------- 

From and after the date that the Administrative Agent accepts such Lender
Assignment Agreement and such assignment and delegation is registered in the
Register pursuant to clause (b) of Section 2.7, (x) the Assignee Lender
                     ----------    -----------                         
thereunder shall be deemed automatically to have become a party hereto and to
the extent that rights and obligations hereunder have been assigned and
delegated to such Assignee Lender in connection with such Lender Assignment
Agreement, shall have the rights and obligations of a Lender hereunder and under
the other Loan Documents, and (y) the assignor Lender, to the extent that rights
and obligations hereunder have been assigned and delegated by it in connection
with such Lender Assignment Agreement, shall be released from its obligations
hereunder and under the other Loan Documents.  Within five Business Days after
its receipt of notice that the Administrative Agent has received and accepted an
executed Lender Assignment Agreement (and if requested by the Assignee Lender),
but subject to clause (c), the Borrower shall execute and deliver to the
               ----------                                               
Administrative Agent (for delivery to the relevant Assignee Lender) a new Note
(if requested by such Assignee Lender pursuant to Section 2.7(b)(ii)) evidencing
                                                  ------------------            
such Assignee Lender's assigned Loans and Commitments and, if the assignor
Lender has retained Loans and Commitments hereunder (and if requested by such
Lender), a replacement Note in the principal amount of the Loans and Commitments
retained by the assignor Lender hereunder (such Note to be in exchange for, but
not in payment of, any Note then held by such assignor Lender).  Each such Note
shall be dated the date of the predecessor Note.  The assignor Lender shall mark
each predecessor Note "exchanged" and deliver each of them to the Borrower.
Accrued interest and fees shall be paid as provided in the Lender Assignment
Agreement, and shall be paid at the same time or times provided in any
predecessor Note and in this Agreement.  Such assignor Lender or such Assignee
Lender must also pay a processing fee in the amount of $3,500 to the
Administrative Agent upon delivery of any Lender Assignment Agreement.  Any
attempted assignment and delegation not made in accordance with this Section
                                                                     -------
10.11.1 shall be null and void.  Notwithstanding anything to the contrary set
-------                                                                      
forth above, any Lender may (without requesting the consent of the Borrower or
the Administrative Agent) pledge its Loans to a Federal Reserve Bank in support
of borrowings made by such Lender from such Federal Reserve Bank.

     SECTION X.11.2.  Participations.  Upon prior written notice to the Borrower
                      --------------                                            
and the Administrative Agent, any Lender may at any time sell to one or more
commercial banks or other Persons (each of such commercial banks and other
Persons being herein called a "Participant") participating interests in any of
                               -----------                                    
the Loans, Commitments, or other interests of such Lender hereunder; provided,
                                                                     -------- 
however, that
-------      

          (a)  no participation contemplated in this Section 10.11 shall relieve
                                                     -------------              
     such Lender from its Commitments or its other obligations hereunder or
     under any other Loan Document;

                                      -94-

<PAGE>
 
          (b)  such Lender shall remain solely responsible for the performance
     of its Commitments and such other obligations;

          (c)  the Borrower and each other Obligor and the Administrative Agent
     shall continue to deal solely and directly with such Lender in connection
     with such Lender's rights and obligations under this Agreement and each of
     the other Loan Documents;

          (d)  no Participant, unless such Participant is an Affiliate of such
     Lender or is itself a Lender, shall be entitled to require such Lender to
     take or refrain from taking any action hereunder or under any other Loan
     Document, except that such Lender may agree with any Participant that such
     Lender will not, without such Participant's consent, take any actions of
     the type described in clause (a), (b), (f) or, to the extent requiring the
                           ----------  ---  ---                                
     consent of each Lender, clause (c) of Section 10.1; and
                             ----------    ------------     

          (e)  the Borrower shall not be required to pay any amount under this
     Agreement that is greater than the amount which it would have been required
     to pay had no participating interest been sold.

The Borrower acknowledges and agrees that each Participant, for purposes of
                                                                           
Sections 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 7.1.1, 10.3 and 10.4, shall be considered
------------  ---  ---  ---  ---  ---  -----  ----     ----                     
a Lender.  Each Participant shall only be indemnified for increased costs
pursuant to Section 4.3, 4.5 or 4.6 if and to the extent that the Lender which
            -----------  ---    ---                                           
sold such participating interest to such Participant concurrently is entitled to
make, and does make, a claim on the Borrower for such increased costs.  Any
Lender that sells a participating interest in any Loan, Commitment or other
interest to a Participant under this Section 10.11.2 shall indemnify and hold
                                     ---------------                         
harmless the Borrower and the Administrative Agent from and against any taxes,
penalties, interest or other costs or losses (including, without limitation,
reasonable attorneys' fees and expenses) incurred or payable by the Borrower or
the Administrative Agent as a result of the failure of the Borrower or the
Administrative Agent to comply with its obligations to deduct or withhold any
Taxes from any payments made pursuant to this Agreement to such Lender or the
Administrative Agent, as the case may be, which Taxes would not have been
incurred or payable if such Participant had been a Non-U.S. Lender that was
entitled to deliver to the Borrower, the Administrative Agent or such Lender,
and did in fact so deliver, a duly completed and valid Form 1001 or 4224 (or
applicable successor form) entitling such Participant to receive payments under
this Agreement without deduction or withholding of any United States federal
taxes.

     SECTION X.12.  Other Transactions.  Nothing contained herein shall preclude
                    ------------------                                          
any Agent, the Issuer or any other Lender from engaging in any transaction, in
addition to those contemplated by this Agreement or any other Loan Document,
with the Borrower or any of its Affiliates in which the Borrower or such
Affiliate is not restricted hereby from engaging with any other Person.

                                      -95-

<PAGE>
 
     SECTION X.13.  Execution on Behalf of Corporation.  Any signature by any
                    ----------------------------------                       
Authorized Officer on this Agreement, any Loan Document and any other instrument
and certificate executed or to be executed pursuant to or in connection with
this Agreement or such other Loan Documents is provided only in such Authorized
Officer's capacity as a corporate officer, and not in any way in such Authorized
Officer's personal capacity.

     SECTION X.14.  Forum Selection and Consent to Jurisdiction.  ANY LITIGATION
                    -------------------------------------------                 
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ARRANGING AGENTS, THE LENDERS, THE
ISSUER OR THE BORROWER IN CONNECTION HEREWITH OR THEREWITH SHALL, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS
OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT
                      --------  -------                                   
AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ARRANGING
AGENTS' OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER
PROPERTY MAY BE FOUND.  THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO
THE PERSONAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE
PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE
BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION,
SUBJECT TO THE BORROWER'S RIGHT TO CONTEST SUCH JUDGMENT BY MOTION OR APPEAL ON
ANY GROUNDS NOT EXPRESSLY WAIVED IN THIS SECTION 10.14.  THE BORROWER HEREBY
                                         -------------                      
IRREVOCABLY APPOINTS CT CORPORATION SYSTEM (THE "PROCESS AGENT"), WITH AN OFFICE
                                                 -------------                  
ON THE DATE HEREOF AT 1633 BROADWAY, NEW YORK, NEW YORK 10019, UNITED STATES, AS
ITS AGENT TO RECEIVE, ON THE BORROWER'S BEHALF AND ON BEHALF OF THE BORROWER'S
PROPERTY, SERVICE OF THE COPIES OF THE SUMMONS AND COMPLAINT AND ANY OTHER
PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING.  SUCH SERVICE MAY
BE MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS TO THE BORROWER IN CARE
OF THE PROCESS AGENT AT THE PROCESS AGENT'S ABOVE ADDRESS, AND THE BORROWER
HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE PROCESS AGENT TO ACCEPT SUCH
SERVICE ON ITS BEHALF.  AS AN ALTERNATIVE METHOD OF SERVICE, THE BORROWER
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL,
POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK
AT THE ADDRESS FOR NOTICES SPECIFIED IN SECTION 10.2.  THE BORROWER HEREBY
                                        ------------                      

                                      -96-

<PAGE>
 
EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY
SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT
ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  TO THE EXTENT
THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF
ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH
RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES TO THE
FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS
UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

     SECTION X.15.  Waiver of Jury Trial.  THE AGENTS, THE LENDERS, THE ISSUER
                    --------------------                                      
AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE
FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF
THE AGENTS, THE LENDERS, THE ISSUER OR THE BORROWER IN CONNECTION HEREWITH OR
THEREWITH.  THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND
SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH
OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE AGENTS, THE LENDERS AND THE ISSUER ENTERING INTO
THIS AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.

                                      -97-

<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.


                                    PRIMESTAR, INC.


                                    By:
                                       --------------------------------------- 
                                       Title:



                                    THE BANK OF NOVA SCOTIA, as an Arranging
                                      Agent and as the Administrative Agent


                                    By:
                                       --------------------------------------- 
                                       Title:





                                    CREDIT LYONNAIS NEW YORK BRANCH, as an
                                      Arranging Agent and as the Documentation
                                      Agent


                                    By:
                                       --------------------------------------- 
                                       Title:



                                    NATIONSBANK OF TEXAS, N.A., as an Arranging
                                      Agent and  as the Syndication Agent


                                    By:
                                       --------------------------------------- 
                                       Title:

<PAGE>
 
                                    Lenders:
                                    ------- 

                                    THE BANK OF NOVA SCOTIA


                                    By:
                                       --------------------------------------
                                       Title:


<PAGE>
 
                                    CREDIT LYONNAIS NEW YORK BRANCH


                                    By:
                                       --------------------------------------
                                       Title:
<PAGE>
 
                                    NATIONSBANK OF TEXAS, N.A.


                                    By:
                                       --------------------------------------
                                       Title:
<PAGE>
 
                                    LONG TERM CREDIT BANK OF JAPAN, LTD.


                                    By:
                                       --------------------------------------
                                       Title:
<PAGE>
 
                                    ABN AMRO BANK N.V.


                                    By:
                                       --------------------------------------
                                       Title:
<PAGE>
 
                                    GENERAL ELECTRIC CAPITAL CORPORATION


                                    By:
                                       --------------------------------------
                                       Title:
<PAGE>
 
                                    BANK OF AMERICA NATIONAL TRUST & SAVINGS
                                      ASSOCIATION


                                    By:
                                       --------------------------------------
                                       Title:
<PAGE>
 
                                    COLORADO NATIONAL BANK


                                    By:
                                       --------------------------------------
                                       Title:
<PAGE>
 
                                    SOCIETE GENERALE, NEW YORK BRANCH


                                    By:
                                       --------------------------------------
                                       Title:
<PAGE>
 
                                    BANK OF MONTREAL


                                    By:
                                       --------------------------------------
                                       Title:
<PAGE>
 
                                    ROYAL BANK OF CANADA


                                    By:
                                       --------------------------------------
                                       Title:
<PAGE>
 
                                    FLEET BANK, N.A.


                                    By:
                                       --------------------------------------
                                       Title:
<PAGE>
 
                                    BARCLAYS BANK PLC


                                    By:
                                       --------------------------------------
                                       Title:
<PAGE>
 
                                    BEAR STEARNS INVESTMENT PRODUCTS, INC.


                                    By:
                                       -------------------------------------- 
                                       Title: