<PAGE>
                                                                   EXHIBIT 10.10

                                                                  EXECUTION COPY



                                                                                



                                  $565,000,000


                                CREDIT AGREEMENT

                           Dated as of March 9, 1994


                                     Among


                           PRIMESTAR PARTNERS, L.P.,



                THE BANKS LISTED ON THE SIGNATURE PAGES HEREOF,



                             THE BANK OF NEW YORK,
                               CHEMICAL BANK and
                                CITIBANK, N.A.,
                              as Managing Agents,


                             THE BANK OF NEW YORK,
                             as Documentation Agent


                                      and


                                 CHEMICAL BANK,
                            as Administrative Agent



<PAGE>
 
                               TABLE OF CONTENTS


                                                                  Page
                                                                  ---- 
 
1  CREDIT FACILITY...............................................   1
   
1.01.  Commitment to Lend........................................   1
1.02.  Letters of Credit.........................................   1
1.03.  Manner of Borrowing.......................................   2
1.04.  Interest..................................................   4
       (a)   Rates...............................................   4
       (b)   Payment.............................................   4
       (c)   Conversion and Continuation.........................   4
       (d)   Maximum Interest Rate...............................   5
1.05.  Repayment.................................................   6
1.06.  Prepayments...............................................   6
       (a)   Optional Prepayments................................   6
       (b)   Mandatory Prepayments...............................   6
1.07.  Limitation on Types of Loans..............................   7
1.08.  Reduction and Termination of Commitments..................   7
       (a)   Optional Reduction of Commitments...................   7
       (b)   Termination of Commitments..........................   7
1.09.  Commitment Fees...........................................   8
1.10.  Computation of Interest and Commitment Fee................   8
1.11.  Evidence of Indebtedness..................................   8
1.12.  Payments by the Borrower..................................   8
       (a)   Time, Place and Manner..............................   8
       (b)   No Reductions.......................................   9
       (c)   Authorization to Charge Accounts....................   9
       (d)   Extension of Payment Dates..........................   9
1.13.  Distribution of Payments by the Administrative Agent......   9
1.14.  Taxes.....................................................  10
       (a)   Taxes Payable by the Borrower.......................  10
       (b)   Taxes Payable by the Administrative Agent or any 
              Bank...............................................  11
       (c)   Credits and Deductions..............................  11
       (d)   Exemption from U.S. Withholding and Backup 
              Withholding Taxes..................................  11
1.15.  Pro Rata Treatment........................................  12
1.16.  Cash Collateral Account...................................  13
1.17.  Liability of Partners.....................................  14
 
<PAGE>
 
2  CONDITIONS TO LOANS........................................ 14
 
2.01.  Conditions to Initial Loans............................ 14
2.02.  Conditions to Each Loan................................ 15
 
3  CERTAIN REPRESENTATIONS AND WARRANTIES..................... 16
 
3.01.  Organization; Power; Qualification..................... 16
3.02.  Authorization; Enforceability; Required Consents;
        Absence of Conflicts.................................. 17
3.03.  Litigation............................................. 17
3.04.  Compliance With Law.................................... 17
3.05.  Project Documents...................................... 17
       (a)  Delivery.........................................  17
       (b)  Absence of Defaults..............................  18
3.06.  Investment Company Act................................. 18

4  CERTAIN COVENANTS.......................................... 18
 
A
4.01   Preservation of Existence, Scope of Business,
        Compliance with Law, Preservation of Enforceability... 18
4.02.  Use of Proceeds........................................ 18
B
4.03.  Merger or Consolidation................................ 19
 
5  INFORMATION................................................ 19
 
5.01.  Information to Be Furnished............................ 19
       (a)  Quarterly Financial Statements...................  19
       (b)  Year End Financial Statements; Accountants'
             Certificate...................................... 19
       (c)  Officer's Certificate as to Financial
             Statements and Defaults.......................... 20
       (d)  Requested Information............................. 20
       (e)  Notice of Defaults, Material Adverse Changes
             and Other Matters................................ 20
       (f)  Opinions of Counsel for Issuing Banks............. 21
5.02.  Accuracy of Financial Statements and Information....... 21
       (a)  Historical Financial Statements................... 21
       (b)  Future Financial Statements....................... 21
       (c)  Historical Information............................ 21
       (d)  Future Information................................ 22
<PAGE>
 
5.03.  Additional Covenants Relating to Disclosure..........  22
       (a)  Accounting Methods and Financial Records........  22
       (b)  Visits, Inspections and Discussions.............  22
5.04.  Authorization of Third Parties to Deliver
        Information.........................................  22
 
6  DEFAULT..................................................  23
 
6.01.  Events of Default....................................  23
6.02.  Remedies upon Event of Default.......................  25
 
7  ADDITIONAL CREDIT FACILITY PROVISIONS....................  26
 
7.01   Mandatory Suspension and Conversion of Fixed
        Rate Loans..........................................  26
7.02.  Regulatory Changes...................................  27
7.03.  Funding Losses.......................................  28
7.04.  Certain Determinations...............................  28
7.05.  Change of Lending Office.............................  29
7.06.  Replacement of Banks.................................  29
 
8  THE AGENTS...............................................  30
 
8.01.  Appointment and Powers...............................  30
8.02.  Limitation on Agents' Liability......................  30
8.03.  Defaults.............................................  31
8.04.  Rights as a Bank.....................................  31
8.05.  Indemnification......................................  31
8.06.  Non Reliance on Agents and Other Banks...............  32
8.07.  Resignation of the Administrative Agent..............  32
 
9  MISCELLANEOUS............................................  33
 
9.01.  Notices and Deliveries...............................  33
       (a)  Manner of Delivery..............................  33
       (b)  Addresses.......................................  33
       (c)  Effectiveness...................................  35
       (d)  Reasonable Notice...............................  36
9.02.  Expenses; Indemnification............................  36
9.03.  Amounts Payable Due upon Request for Payment.........  37
9.04.  Remedies of the Essence..............................  37
9.05.  Rights Cumulative....................................  37
9.06.  Disclosures..........................................  37
9.07.  Amendments; Waivers..................................  38
<PAGE>
 
9.08.  Set-Off; Suspension of Payment and Performance.......  38
9.09.  Sharing of Recoveries................................  39
9.10.  Assignments and Participations.......................  40
       (a)  Assignments.....................................  40
       (b)  Participations..................................  40
9.11.  Governing Law........................................  41
9.12.  Judicial Proceedings; Waiver of Jury Trial...........  41
9.13.  Reference Banks......................................  42
9.14.  Severability of Provisions...........................  42
9.15.  Counterparts.........................................  42
9.16.  Survival of Obligations..............................  42
9.17.  Entire Agreement.....................................  42
9.18.  Successors and Assigns...............................  43
 
10  INTERPRETATION..........................................  43
 
10.01. Defined Terms........................................  43
10.02. Other Interpretive Provisions........................  54
10.03. Accounting Matters...................................  55
10.04. Representations and Warranties.......................  55
10.05. Captions.............................................  55
10.06. Interpretation of Related Documents..................  56
 
ANNEX A                     Banks, Lending Offices, Notice
                             Addresses and Commitments

Schedule 1.03               NOTICE OF BORROWING
Schedule 1.04(c)(iv)        NOTICE OF CONVERSION OR CONTINUATION
Schedule 1.06(a)            NOTICE OF PREPAYMENT
Schedule 2.01(a)            CERTIFICATE AS TO RESOLUTIONS, ETC.
     Annex A                RESOLUTIONS OF PARTNERS COMMITTEE
Schedule 2.01(d)            FORM OF OPINION OF BORROWERS' COUNSEL
Schedule 2.01(e)            FORM OF OPINION OF ISSUING BANK'S
                             COUNSEL
Schedule 2.01(f)            FORM OF OPINION OF MANAGING AGENTS'
                             COUNSEL
Schedule 3.02               SCHEDULE OF REQUIRED CONSENTS AND
                             GOVERNMENTAL APPROVALS
Schedule 5.01(c)            CERTIFICATE AS TO FINANCIAL STATEMENTS
                             AND DEFAULTS
Schedule 5.02(a)            SCHEDULE OF HISTORICAL FINANCIAL
                             INFORMATION
Schedule 9.10(a)            NOTICE OF ASSIGNMENT
Schedule 10.01-(1)          SCHEDULE OF PARTICIPATING PARTNERS
                             AND PARENT COMPANIES
Schedule 10.01-(2)          SCHEDULE OF REQUIRED LC AMOUNTS
<PAGE>
 
EXHIBIT A        FORM OF NOTE
EXHIBIT B        FORM OF LETTER OF CREDIT
EXHIBIT C        FORM OF COLLATERAL ACCOUNT AGREEMENT
<PAGE>
 
                               CREDIT AGREEMENT

                           Dated as of March 9, 1994


          PRIMESTAR PARTNERS, L.P., a Delaware limited partnership, the BANKS
listed on the signature pages hereof, THE BANK OF NEW YORK, CHEMICAL BANK and
CITIBANK, N.A., as Managing Agents, THE BANK OF NEW YORK, as Documentation Agent
and CHEMICAL BANK, as Administrative Agent, agree as follows (with certain terms
used herein being defined in Article 10):

                           ARTICLE 1 CREDIT FACILITY
                                     ---------------

          Section 1.01.  Commitment to Lend.  Upon the terms and subject to the
                         ------------------                                    
conditions of this Agreement, each Bank agrees to make, from time to time during
the period from the Agreement Date through the Termination Date, one or more
Loans to the Borrower in an aggregate unpaid principal amount not exceeding at
any time such Bank's Commitment at such time; provided, however, that no Loan
                                              --------  -------              
shall be made if and to the extent that the amount thereof, together with the
amount of all other Loans to be made at such time and the aggregate unpaid
principal amount of all other Loans then outstanding, would exceed the
Availability Amount.  Within such limits, and upon such terms and subject to
such conditions, amounts may be borrowed, repaid and reborrowed.  Subject to
Section 1.07 and the other terms and conditions of this Agreement, the Loans
may, at the option of the Borrower, be made as, and from time to time continued
as or converted into, Base Rate, CD Rate or Eurodollar Rate Loans of any
permitted Type, or any combination thereof.  The aggregate amount of the
Commitments on the Agreement Date is $565,000,000.

          Section 1.02.  Letters of Credit.  (a)  The Borrower shall provide or
                         -----------------                                     
cause to be provided on the Agreement Date, and shall maintain or cause to be
maintained in full force and effect at all times thereafter through the
Repayment Date, one or more Letters of Credit in an aggregate undrawn face
amount not less than the Required LC Amount from time to time in effect.

          (b)  The obligation of the Borrower to so maintain Letters of Credit
may be satisfied by (i) a renewal and/or an increase in the face amount of the
applicable Letter or Letters of Credit, which renewal and increase shall be
advised to the beneficiary of such Letter or Letters of Credit pursuant to
<PAGE>
 
documentation satisfactory in form and substance to the Managing Agents, (ii)
the issuance of one or more replacement Letters of Credit in the appropriate
face amount or amounts, (iii) the  issuance of one or more additional Letters of
Credit in the appropriate face amount or amounts, or (iv) any combination
thereof.

          (c) In the event that existing Letters of Credit are required to be
renewed and/or increased, or replacement or additional Letters of Credit are
required to be issued, in order for the Borrower to be in compliance with
Section 1.02(a) on any Letter of Credit Event Date, binding, unconditional
commitments, satisfactory in form and substance to the Managing Agents, for such
renewals and/or increases of Letters of Credit or such replacement or additional
Letters of Credit shall be delivered to the Administrative Agent no later than
the 45th day preceding such Letter of Credit Event Date, and the Borrower shall
promptly on such 45th day notify the Administrative Agent of any failure to do
so.

          (d) The Letters of Credit shall be drawable (i) at any time and from
time to time in the aggregate amount due and payable under this Agreement and
the Notes at such time, whether for principal, interest, fees or other amounts
payable, and whether such amounts have become due and payable at maturity, by
reason of mandatory prepayment or acceleration or otherwise and (ii) as provided
in Section 1.16 hereof.  Drawings under the Letters of Credit (other than
drawings made pursuant to Section 1.16), together with applications of cash
collateral, if any, held pursuant to Section 1.16, shall be made under each
Participating Partner's Attributable Letter of Credit pro rata in accordance
with the percentage set forth on Schedule 10.01-(1) opposite the name of such
Participating Partner.  Subject to the provisions of the next sentence, in any
case where the Attributable Letter of Credit of a Participating Partner consists
of more than one Letter of Credit, drawings shall be made thereunder pro rata in
accordance with the relative amounts thereof.  In the event that an Attributable
Letter of Credit of a Participating Partner is such by virtue of the second
sentence of the definition of Attributable Letter of Credit, no drawing shall be
made thereunder unless all other Attributable Letters of Credit of such
Participating Partner shall have been drawn in full and all cash collateral, if
any, held pursuant to Section 1.16 hereof and attributable to such Participating
Partner shall have been fully applied as provided in Section 1.16, and pending
such drawing or application in full, such drawing and such application shall be
made pro rata in accordance with the relative amounts of such Letters of Credit
and cash collateral.

                                       2
<PAGE>
 
          Section 1.03.  Manner of Borrowing.  (a)  The Borrower shall give the
                         -------------------                                   
Administrative Agent notice (which shall be irrevocable) no later than 11:00
a.m. (New York time) on, in the case of Base Rate Loans, the Business Day, in
the case of CD Rate Loans, two Business Days, and, in the case of Eurodollar
Rate Loans, the third Eurodollar Business Day, before the requested date for the
making of such Loans.  Each such notice shall be in the form of Schedule 1.03
                                                                -------------
and shall specify (i) the requested date for the making of the requested Loans,
which shall be, in the case of Domestic Rate Loans, a Business Day and, in the
case of Eurodollar Rate Loans, a Eurodollar Business Day, (ii) the Type or Types
of Loans requested and (iii) the amount of each such Type of Loan, the aggregate
of which amounts for all Types of Loans requested shall be (A) in the case of CD
Rate or Eurodollar Rate Loans, $5,000,000 or any greater integral multiple of
$1,000,000, (B) in the case of Base Rate Loans, $1,000,000 or any greater
integral multiple of $1,000,000 or (C) if less, the aggregate amount of the
unused Commitments.  Upon receipt of any such notice, the Administrative Agent
shall promptly notify each Bank of the contents thereof and of the amount and
Type of each Loan to be made by such Bank on the requested date specified
therein.

          (b)  Not later than 1:00 p.m. (New York time) on each requested date
for the making of Loans, each Bank shall make available to the Administrative
Agent, in Dollars in funds immediately available to the Administrative Agent at
the Administrative Agent's Office, the Loans to be made by such Bank on such
date.  Any Bank's failure to make any Loan to be made by it on the requested
date therefor shall not relieve any other Bank of its obligation to make any
Loan to be made by such other Bank on such date, but such other Bank shall not
be liable for such failure.

          (c)  Unless the Administrative Agent shall have received notice from a
Bank prior to 12:00 noon (New York time) on the requested date for the making of
any Loans that such Bank will not make available to the Administrative Agent the
Loans requested to be made by such Bank on such date, the Administrative Agent
may assume that such Bank has made such Loans available to the Administrative
Agent on such date in accordance with Section 1.03(b) and the Administrative
Agent in its sole discretion may, in reliance upon such assumption, make
available to the Borrower on such date a corresponding amount on behalf of such
Bank.  If and to the extent such Bank shall not have so made available to the
Administrative Agent the Loans requested to be made by such Bank on such date
and the Administrative Agent shall have so made available to the Borrower a
corresponding amount on behalf of such Bank, such Bank shall, 

                                       3

<PAGE>
 
on demand, pay to the Administrative Agent such corresponding amount together
with interest thereon, for each day from the date such amount shall have been so
made available by the Administrative Agent to the Borrower until the date such
amount shall have been repaid to the Administrative Agent, at the Federal Funds
Rate until (and including) the third Business Day after demand is made and
thereafter at the Alternate Base Rate. If such Bank does not pay such
corresponding amount promptly upon the Administrative Agent's demand therefor,
the Administrative Agent shall promptly notify the Borrower and the Borrower
shall immediately repay such corresponding amount to the Administrative Agent
together with accrued interest thereon at the applicable rate or rates provided
in Section 1.04(a), provided that the Administrative Agent shall not draw under
the Letters of Credit or apply cash collateral to satisfy such payment
obligation prior to the third Business Day after the day on which such notice to
the Borrower shall have been given.

          (d)  All Loans made available to the Administrative Agent in
accordance with Section 1.03(b) shall be disbursed by the Administrative Agent
not later than 2:00 p.m. (New York time) on the requested date therefor in
Dollars in funds immediately available to the Borrower by credit to an account
of the Borrower at the Administrative Agent's Office or in such other manner as
may have been specified in the applicable notice and as shall be acceptable to
the Administrative Agent.

          Section 1.04.  Interest.  (a)  Rates.  Each Loan shall bear interest
                         --------        -----                                
on the outstanding principal amount thereof until due at a rate per annum equal
to, (i) so long as it is a Base Rate Loan, the Alternate Base Rate as in effect
from time to time, (ii) so long as it is a CD Rate Loan, the applicable Adjusted
CD Rate plus 9/16% and (iii) so long as it is a Eurodollar Rate Loan, the
applicable Adjusted Eurodollar Rate plus 7/16%.  If all or any part of a Loan or
any other amount due and payable under the Loan Documents is not paid when due
(whether at maturity, by reason of mandatory prepayment or acceleration or
otherwise), such unpaid amount shall, to the maximum extent permitted by
Applicable Law, bear interest for each day during the period from the date such
amount became so due until it shall be paid in full (whether before or after
judgment) at a rate per annum equal to the applicable Post-Default Rate.

          (b)  Payment.  Interest shall be payable, (i) in the case of Base Rate
               -------                                                          
Loans, on each Interest Payment Date, (ii) in the case of CD and Eurodollar Rate
Loans, on the last day of each applicable Interest Period (and, in the case of a
CD or Eurodollar Rate Loan having an Interest Period longer than 90 

                                       4

<PAGE>
 
days or three months, respectively, at intervals of 90 days and three months,
respectively, after the first day of such Interest Period), (iii) in the case of
any Loan, when such Loan shall be due (whether at maturity, by reason of notice
of prepayment or acceleration or otherwise) or converted, but only to the extent
then accrued on the amount then so due or converted. Interest at the Post-
Default Rate shall be payable on demand.

          (c)  Conversion and Continuation.  (i)  All or any part of the
               ---------------------------                              
principal amount of Loans of any Type may, on any Business Day, be converted
into any other Type or Types of Loans, except that (A) Fixed Rate Loans may be
converted only on the last day of an applicable Interest Period and (B) Domestic
Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar
Business Day.

               (ii)  Base Rate Loans shall continue as Base Rate Loans unless
and until such Loans are converted into Loans of another Type. Fixed Rate Loans
of any Type shall continue as Loans of such Type until the end of the then
current Interest Period therefor, at which time they shall be automatically
converted into Base Rate Loans unless the Borrower shall have given the
Administrative Agent notice in accordance with Section 1.04(c)(iv) requesting
either that such Loans continue as Loans of such Type for another Interest
Period or that such Loans be converted into Loans of another Type at the end of
such Interest Period.

               (iii)  Notwithstanding anything to the contrary contained in
Section 1.04(c)(i) or (ii), during a Default, the Administrative Agent may
notify the Borrower that Loans may only be converted into or continued as Loans
of certain specified Types and, thereafter, until no Default shall continue to
exist, Loans may not be converted into or continued as Loans of any Type other
than one or more of such specified Types.

               (iv)  The Borrower shall give the Administrative Agent notice
(which shall be irrevocable) of each conversion of Loans or continuation of
Fixed Rate Loans no later than 12:00 noon (New York time) on, in the case of a
conversion into or a continuation of Base Rate Loans, the Business Day, in the
case of a conversion into or continuation of CD Rate Loans, two Business Days,
and, in the case of a conversion into or continuation of Eurodollar Rate Loans,
the third Eurodollar Business Day, before the requested date of such conversion
or continuation. Each notice of conversion or continuation shall be in the form
of Schedule 1.04(c)(iv) and shall specify (A) the requested date of such
   --------------------
conversion or continuation, (B) the amount and Type and, in the case of Fixed
Rate Loans, the last day of the applicable

                                       5
<PAGE>
 
Interest Period of the Loans to be converted or continued and (C) the amount and
Type or Types of Loans into which such Loans are to be converted or as which
such Loans are to be continued. Upon receipt of any such notice, the
Administrative Agent shall promptly notify each Bank of (x) the contents
thereof, (y) the amount and Type and, in the case of Fixed Rate Loans, the last
day of the applicable Interest Period of each Loan to be converted or continued
by such Bank and (z) the amount and Type or Types of Loans into which such Loans
are to be converted or as which such Loans are to be continued.

          (d)  Maximum Interest Rate.  Nothing contained in the Loan Documents
               ---------------------                                          
shall require the Borrower at any time to pay interest at a rate exceeding the
Maximum Permissible Rate.  If interest payable by the Borrower on any date would
exceed the maximum amount permitted by the Maximum Permissible Rate, such
interest payment shall automatically be reduced to such maximum permitted
amount, and, to the extent permitted under Applicable Law, interest for any
subsequent period, to the extent less than the maximum amount permitted for such
period by the Maximum Permissible Rate, shall be increased by the unpaid amount
of such reduction.  To the extent permitted under Applicable Law, any interest
actually received for any period in excess of such maximum amount permitted for
such period shall be deemed to have been applied as a prepayment of the Loans.

          Section 1.05.  Repayment.  The Loans shall mature and become due and
                         ---------                                            
payable, and shall be repaid by the Borrower, in full on the Termination Date.

          Section 1.06.  Prepayments.  (a)  Optional Prepayments.  The Borrower
                         -----------        --------------------               
may, at any time and from time to time, prepay the Loans in whole or in part,
without premium or penalty (but subject to Section 7.03), except that any
partial prepayment shall be in an aggregate principal amount of $5,000,000 in
the case of a prepayment of CD Rate or Eurodollar Rate Loans, and $1,000,000 in
the case of a prepayment of Base Rate Loans, or, in each case, any greater
integral multiple of $1,000,000.  The Borrower shall give the Administrative
Agent notice of each prepayment pursuant to this Section 1.06(a) no later than
11:00 a.m. (New York time) on, in the case of a prepayment of Base Rate Loans,
the Business Day, in the case of a prepayment of CD Rate Loans, two Business
Days, and, in the case of a prepayment of Eurodollar Rate Loans, the third
Eurodollar Business Day, before the date of such prepayment.  Each such notice
of prepayment shall be in the form of Schedule 1.06(a) and shall specify (i) the
                                      ----------------                          
date such prepayment is to be made and (ii) the amount and Type and, in the case
of Fixed Rate Loans, the last day of the applicable Interest Period of the Loans
to be prepaid.  Upon 

                                       6

<PAGE>
 
receipt of any such notice, the Administrative Agent shall promptly notify each
Bank of the contents thereof and the amount and Type and, in the case of Fixed
Rate Loans, the last day of the applicable Interest Period of each Loan of such
Bank to be prepaid. Amounts to be prepaid pursuant to this Section 1.06(a) shall
be paid together with interest thereon as provided in Section 1.04(b) and shall,
as of the Administrative Agent's close of business at the Administrative Agent's
Office on the day preceding the date specified in the applicable notice of
prepayment, irrevocably be due and payable on such specified date.

          (b)  Mandatory Prepayments.
               --------------------- 

               (i)  In the event that the Borrower shall have failed to comply
     with the requirements of Section 1.02(a) as of any Letter of Credit Event
     Date and such failure shall continue for 90 days thereafter, the Borrower
     shall, on such 90th day, prepay the principal of and interest on the Loans
     and the Notes, together with the amount, if any, due with respect thereto
     under Section 7.03, and all other amounts owing under the Loan Documents.
     This subsection (b)(i) is subject, without limitation, to the second
     sentence of Section 5.01(f).

               (ii)  In the event that, at any time, the sum of (A) the
     aggregate principal amount of Loans outstanding at such time, (B) the
     aggregate amount of accrued and unpaid interest thereon and accrued and
     unpaid fees payable under the Loan Documents and (C) the aggregate amount
     of interest and fees that would accrue for the three month period
     commencing on the date of determination (or, if less, the period from the
     date of determination through the date that is 30 days after the next
     Increase Date), assuming such Loans remained outstanding during such period
     and bore interest throughout such period at the weighted average rate
     applicable to such Loans on the date of determination, exceeds the sum of
     the Available Letter of Credit Amount and the Available Cash Collateral
     Amount, the Borrower shall, within five Business Days, prepay the Loans in
     an amount such that, after giving effect thereto, no such excess shall
     continue to exist.  This subsection (b)(ii) is subject, without limitation,
     to the second sentence of Section 5.01(f).

          Section 1.07.  Limitation on Types of Loans.  Notwithstanding anything
                         ----------------------------                           
to the contrary contained in this Agreement, the Borrower shall borrow, prepay,
convert and continue Loans in a manner such that (a) the aggregate principal

                                       7

<PAGE>
 
amount of Fixed Rate Loans of the same Type and having the same Interest Period
shall at all times be not less than $5,000,000, (b) there shall not be, at any
one time, more than ten Interest Periods in effect with respect to Fixed Rate
Loans of all Types and (c) no Interest Period shall extend beyond the
Termination Date.

          Section 1.08.  Reduction and Termination of Commitments.  (a)
                         ----------------------------------------       
Optional Reduction of Commitments.  The Borrower may permanently reduce the
---------------------------------                                          
Commitments by giving the Administrative Agent notice (which shall be
irrevocable) thereof no later than 11:00 a.m. (New York time) on the third
Business Day before the requested date of such reduction, except that (i) any
partial reduction of the Commitments shall be in an aggregate amount of
$5,000,000 or any greater integral multiple of $1,000,000 and (ii) no reduction
may reduce the Commitments to an amount less than the aggregate amount of the
outstanding Loans.  Upon receipt of any such notice, the Administrative Agent
shall promptly notify each Bank of the contents thereof and the amount to which
such Bank's Commitment is to be reduced.  In connection with each such
reduction, the Required LC Amount for the then current period specified on
Schedule 10.01-(2) and for each subsequent period specified thereon shall
------------------                                                       
automatically be reduced by the amount of such reduction of Commitments, and
such reduction in the Required LC Amount shall be applied to each of the amounts
set forth on such Schedule for each such period opposite the name of each
Participating Partner on a pro rata basis.

          (b) Termination of Commitments.  The Commitments shall terminate on
              --------------------------                                     
the day that the Borrower shall be required to make the prepayment provided for
in Section 1.06(b)(i).

          Section 1.09.  Commitment Fees.  The Borrower shall pay to the
                         ---------------                                
Administrative Agent for the account of each Bank a commitment fee on the daily
unused amount of such Bank's Commitment for each day from the Agreement Date
through the Termination Date at a rate per annum of 3/16%, payable on successive
Interest Payment Dates, on the Termination Date and on the date of any reduction
of such Commitment (to the extent accrued and unpaid on the amount of the
reduction).  None of the fees payable under any of the Loan Documents shall be
refundable in whole or in part.

          Section 1.10.  Computation of Interest and Commitment Fee.  Interest
                         ------------------------------------------           
calculated on the basis of the Adjusted CD Rate or the Adjusted Eurodollar Rate,
the Federal Funds Rate or the Base CD Rate (as defined in the definition of
Alternate Base Rate) and the commitment fee shall be computed on the basis of a
year of 

                                       8
<PAGE>
 
360 days and paid for the actual number of days elapsed. Interest calculated on
the basis of the Prime Rate shall be computed on the basis of a year of 365 or
366 days, as applicable, and paid for the actual number of days elapsed.
Interest for any period shall be calculated from and including the first day
thereof to but excluding the last day thereof.

          Section 1.11.  Evidence of Indebtedness.  Each Bank's Loans and the
                         ------------------------                            
Borrower's obligation to repay such Loans with interest in accordance with the
terms of this Agreement shall be evidenced by this Agreement, the records of
such Bank and a single Note payable to the order of such Bank.  The records of
each Bank shall be prima facie evidence of such Bank's Loans and accrued
interest thereon and of all payments made in respect thereof.

          Section 1.12.  Payments by the Borrower.  (a)  Time, Place and Manner.
                         ------------------------        -----------------------
All payments due to the Administrative Agent under the Loan Documents shall be
made to the Administrative Agent at the Administrative Agent's Office or at such
other address as the Administrative Agent may designate by notice to the
Borrower.  All payments due to any Bank under the Loan Documents shall, in the
case of payments on account of principal of or interest on the Loans or fees, be
made to the Administrative Agent at the Administrative Agent's Office and, in
the case of all other payments, be made directly to such Bank at its Domestic
Lending Office or at such other address as such Bank may designate by notice to
the Borrower.  All payments due to any Bank under the Loan Documents, whether
made to the Administrative Agent or directly to such Bank, shall be made for the
account of, in the case of payments in respect of Eurodollar Rate Loans, such
Bank's Eurodollar Lending Office and, in the case of all other payments, such
Bank's Domestic Lending Office.  A payment shall not be deemed to have been made
on any day unless such payment has been received by the required Person, at the
required place of payment, in Dollars in funds immediately available to such
Person at such place, no later than 12:00 noon (New York time) on such day;
provided, however, that the failure of the Borrower to make any such payment by
--------  -------                                                              
such time shall not constitute a Default hereunder so long as such payment is
received no later than 3:00 p.m. (New York time) on such day, but any such
payment received later than 12:00 noon (New York time) on such day shall be
deemed to have been made on the next Business Day for the purpose of calculating
interest on the amount paid, which interest, in the case of any such payment
received later than 3:00 p.m. (New York time), shall be calculated for such one-
day period on the basis of the applicable Post-Default Rate.

                                       9
<PAGE>
 
          (b)  No Reductions.  All payments due to the Administrative Agent or
               -------------                                                  
any Bank under the Loan Documents, and all other terms, conditions, covenants
and agreements to be observed and performed by the Borrower thereunder, shall be
made, observed or performed by the Borrower without any reduction or deduction
whatsoever, including any reduction or deduction for any set-off, recoupment,
counterclaim (whether sounding in tort, contract or otherwise) or Tax, except
for any withholding or deduction for Taxes required to be withheld or deducted
under Applicable Law.

          (c)  Authorization to Charge Accounts.  The Borrower hereby authorizes
               --------------------------------                                 
the Administrative Agent and each Bank, if and to the extent any amount payable
by the Borrower under the Loan Documents (whether payable to such Person or to
any other Person that is the Administrative Agent or a Bank) is not otherwise
paid when due, to charge such amount against any or all of the accounts of the
Borrower with such Person or any of its Affiliates (whether maintained at a
branch or office located within or without the United States), with the Borrower
remaining liable for any deficiency.  The Person so charging any such amount
shall give notice thereof to the Borrower, either before or after such charge,
but the failure to give such notice shall not affect such Person's rights
hereunder.

          (d)  Extension of Payment Dates.  Whenever any payment to the
               --------------------------                              
Administrative Agent or any Bank under the Loan Documents would otherwise be due
(except by reason of acceleration) on a day that is not a Business Day, or, in
the case of payments of the principal of Eurodollar Rate Loans, a Eurodollar
Business Day, such payment shall instead be due on the next succeeding Business
or Eurodollar Business Day, as the case may be, unless, in the case of a payment
of the principal of Eurodollar Rate Loans, such extension would cause payment to
be due in the next succeeding calendar month, in which case such due date shall
be advanced to the next preceding Eurodollar Business Day.  If the date any
payment under the Loan Documents is due is extended (whether by operation of any
Loan Document, Applicable Law or otherwise), such payment shall bear interest
for such extended time at the rate of interest applicable hereunder.

          Section 1.13.  Distribution of Payments by the Administrative Agent.
                         ----------------------------------------------------  
(a)  The Administrative Agent shall promptly distribute to each Bank its ratable
share of each payment received by the Administrative Agent under the Loan
Documents for the account of the Banks by credit to an account of such Bank at
the Administrative Agent's Office or by wire transfer to an account of such Bank
at an office of any other commercial bank located in the United States.

                                       10

<PAGE>
 
          (b)  Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Banks under
the Loan Documents that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent in its
sole discretion may, in reliance upon such assumption, cause to be distributed
to each Bank on such due date a corresponding amount with respect to the amount
then due such Bank.  If and to the extent the Borrower shall not have so made
such payment in full to the Administrative Agent and the Administrative Agent
shall have so distributed to any Bank a corresponding amount, such Bank shall,
on demand, repay to the Administrative Agent the amount so distributed together
with interest thereon, for each day from the date such amount is distributed to
such Bank until the date such Bank repays such amount to the Administrative
Agent, at the Federal Funds Rate until (and including) the third Business Day
after demand is made and thereafter at the Alternate Base Rate.

          Section 1.14.  Taxes.  (a)  Taxes Payable by the Borrower.  If any Tax
                         -----        -----------------------------             
(other than Bank Taxes) is required to be withheld or deducted from, or is
otherwise payable by the Borrower in connection with, any payment to the
Administrative Agent or any Bank under the Loan Documents, the Borrower (i)
shall, if required, withhold or deduct the amount of such Tax from such payment
and, in any case, pay such Tax to the appropriate taxing authority in accordance
with Applicable Law and (ii) shall pay to the Administrative Agent or such Bank,
as applicable, such additional amounts as may be necessary so that the net
amount received by the Administrative Agent or such Bank with respect to such
payment, after withholding or deducting all such Taxes required to be withheld
or deducted, is equal to the full amount payable under the Loan Documents.  If
any such Tax is withheld or deducted from, or is otherwise payable by the
Borrower in connection with, any payment payable to the Administrative Agent or
any Bank under the Loan Documents, the Borrower shall, as soon as possible after
the date of such payment, furnish to the Administrative Agent or such Bank, as
applicable, the original or a certified copy of a receipt for such Tax from the
applicable taxing authority.  If any payment due to the Administrative Agent or
any Bank under the Loan Documents is or is expected to be made without
withholding or deducting therefrom, or otherwise paying in connection therewith,
any such Tax payable to any taxing authority, the Borrower shall, within 30 days
after any request from the Administrative Agent or such Bank, as applicable,
furnish to the Administrative Agent or such Bank a certificate from such taxing
authority, or an opinion 

                                       11

<PAGE>
 
of counsel acceptable to the Administrative Agent or such Bank, in either case
stating that no Tax payable to such taxing authority was or is, as the case may
be, required to be withheld or deducted from, or otherwise paid by the Borrower
in connection with, such payment.

          (b)  Taxes Payable by the Administrative Agent or any Bank.  The
               -----------------------------------------------------      
Borrower shall, promptly upon request by the Administrative Agent or any Bank
for the payment thereof, pay to the Administrative Agent or such Bank, as the
case may be, (i) all Taxes (other than Bank Taxes) payable by the Administrative
Agent or such Bank, as the case may be, with respect to any payment due to the
Administrative Agent or such Bank under the Loan Documents and (ii) all Taxes
(other than Bank Taxes) payable by the Administrative Agent or such Bank as a
result of payments made by the Borrower (whether made to a taxing authority or
to the Administrative Agent or such Bank) pursuant to Section 1.14(a) or (b).

          (c)  Credits and Deductions.  If the Administrative Agent or any Bank
               ----------------------                                          
is, in its sole opinion, able to apply for any credit, deduction or other
reduction in Bank Taxes by reason of any payment made by the Borrower under
Section 1.14(a) or (b), the Administrative Agent or such Bank, as the case may
be, shall use reasonable efforts to obtain such credit, deduction or other
reduction and, upon receipt thereof, will pay to the Borrower such amount, not
exceeding the increased amount paid by the Borrower, as is equal to the net
after-tax value to the Administrative Agent or such Bank, in its sole opinion,
of such part of such credit, deduction or other reduction as it considers to be
allocable to such payment by the Borrower, having regard to all of the
Administrative Agent's or such Bank's dealings giving rise to similar credits,
deductions or other reductions in relation to the same tax period and to the
cost of obtaining the same; provided, however, that (i) the Administrative Agent
                            --------  -------                                   
or such Bank, as the case may be, shall not be obligated to disclose to the
Borrower any information regarding its tax affairs or computations and (ii)
nothing in this Section 1.14(c) shall interfere with the right of the
Administrative Agent or such Bank to arrange its tax affairs as it deems
appropriate.

          (d)  Exemption from U.S. Withholding and Backup Withholding Taxes.
               ------------------------------------------------------------  
(i)  Each Bank that is not a "United States person" (as such term is defined in
Section 7701(a)(30) of the Code) shall submit to the Borrower and the
Administrative Agent (A) on or before the fifth day prior to the first date that
interest or fees are payable to it under the Loan Documents, (1) two duly
completed and signed copies of Internal Revenue Service Form 1001 or 4224 or any
successor form, in each case entitling 

                                       12
<PAGE>
 
such Bank to a complete exemption from withholding of any United States federal
income taxes on all amounts to be received by such Bank under the Loan
Documents, and (2) a duly completed and signed copy of Internal Revenue Service
Form W-8 or W-9 or any successor form, in each case entitling such Bank to a
complete exemption from United States backup withholding tax on all amounts to
be received by such Bank under the Loan Documents, and (B) from time to time
thereafter, prior to the expiration or obsolescence of any previously delivered
form or upon any previously delivered form becoming inaccurate or inapplicable,
such further duly completed and signed copies of such forms or such other forms
or certificates, in each case entitling such Bank to exemption from withholding
of United States federal income taxes and from United States backup withholding
tax to the maximum extent to which such Bank is then entitled under Applicable
Law. Each Bank shall promptly notify the Borrower and the Administrative Agent
if (A) it is required to withdraw or cancel any form or certificate previously
submitted by it or any such form or certificate has otherwise become ineffective
or inaccurate or (B) payments to it are or will be subject to withholding of
United States federal income taxes or United States backup withholding tax to a
greater extent than the extent to which payments to it were previously subject.
Upon the request of the Borrower or the Administrative Agent, each Bank that is
a United States person (as defined above) shall from time to time submit to the
Borrower and the Administrative Agent a certificate to the effect that it is
such a United States person.

          (ii)  Notwithstanding anything to the contrary contained herein, the
Borrower shall not be required to pay any additional amount in respect of
withholding of United States income taxes or United States backup withholding
tax pursuant to Section 1.14 or Section 7.02 to any Bank that (A) is not, on the
date this Agreement is executed by such Bank (or, in the case of a Person that
became a Bank by assignment, on the date of such assignment), either (x)
entitled to submit Form 1001 entitling such Bank to a complete exemption from
withholding on all amounts to be received by such Bank pursuant to this
Agreement and the Loans or Form 4224 relating to all amounts to be received by
such Bank pursuant to this Agreement and the Loans or (y) a United States
person, or (B) is no longer entitled to submit Form 1001 or Form 4224 (or any
successor form as shall be adopted from time to time by the relevant United
States taxing authorities) as a result of any change in circumstances or other
event other than a Regulatory Change.

          Section 1.15.  Pro Rata Treatment.  Except to the extent otherwise
                         ------------------                                 
provided herein, (a) Loans of each Type to be made on any day shall be made by
the Banks pro rata in accordance 

                                       13
<PAGE>
 
with their respective Commitments, (b) Loans of the Banks shall be converted and
continued pro rata in accordance with their respective amounts of Loans of the
Type and, in the case of Fixed Rate Loans, having the Interest Period being so
converted or continued, (c) each reduction in the Commitments shall be made pro
rata in accordance with the respective amounts thereof and (d) each payment of
the principal of or interest on the Loans or of fees shall be made for the
account of the Banks pro rata in accordance with the respective amounts thereof
then due and payable.

          Section 1.16.  Cash Collateral Account.  In the event that, (a) as of
                         -----------------------                               
the tenth Business Day preceding a Letter of Credit Event Date, any Letter of
Credit scheduled to expire on such Letter of Credit Event Date shall not have
been renewed or replaced in the manner and to the extent necessary in order for
(i) the Borrower to be in compliance with Section 1.02(a) on such Letter of
Credit Event Date or (ii) the sum of (x) the aggregate principal amount of Loans
outstanding at such time, (y) the aggregate amount of accrued and unpaid
interest thereon and accrued and unpaid fees payable under the Loan Documents
and (z) the aggregate amount of interest and fees that would accrue for the
three month period (or, if less, the period from the date of determination
through the date that is 30 days after the next Increase Date) commencing on the
date of determination, assuming such Loans remained outstanding during such
period and bore interest throughout such period at the weighted average rate
applicable to such Loans on the date of determination, to be no greater than the
sum of the Available Letter of Credit Amount and the Available Cash Collateral
Amount (assuming such Letter of Credit were to so expire) on such Letter of
Credit Event Date or (b) as of the ninetieth day after the first day on which an
Issuing Bank shall have failed to maintain the Required LC Rating (without the
Letter or Letters of Credit issued by such Issuing Bank being replaced by a
Letter or Letters of Credit), the Administrative Agent shall be entitled to draw
in full on such expiring Letter or Letters of Credit or on such Letter or
Letters of Credit issued by such Issuing Bank, as the case may be, and, as
provided in the Collateral Account Agreement, hold the proceeds of such drawing
in a cash collateral account maintained at the Administrative Agent's Office as
collateral securing the prompt payment when due (whether at maturity, by reason
of mandatory prepayment or acceleration or otherwise) of the principal and
interest on the Loans and the Notes and all other amounts payable to the
Administrative Agent and the Banks under the Loan Documents.  Such cash
collateral, together with drawings under Letters of Credit, shall be applied to
such amounts on a pro rata basis as provided in Section 1.02(d).  In the event
that, at any time, the sum of the Available Letter of Credit 

                                       14
<PAGE>
 
Amount and the Available Cash Collateral Amount are in excess of the amount
necessary for the Borrower to be in compliance with Section 1.02(a) at such
time, and so long as no mandatory prepayment pursuant to Section 1.06(b) shall
then be due and payable, the Administrative Agent shall, upon the Borrower's
request, release its lien on such cash collateral to the extent of such excess
and return such excess funds deposited therein to the Borrower or its designee.
The Borrower hereby agrees to execute and deliver to the Administrative Agent
from time to time as required by the Administrative Agent such statements,
instruments or other documents as shall reasonably be necessary or desirable in
order to further effectuate the purposes of this Section 1.16. This Section 1.16
is subject, without limitation, to the second sentence of Section 5.01(f).

          Section 1.17.  Liability of Partners.  No Partner and no Affiliate of
                         ---------------------                                 
any Partner shall be liable for the payment or performance of the obligations of
the Borrower under the Loan Documents (and no recourse shall be had, whether by
levy, execution or otherwise, for the payment or performance of any such
obligation against any Partner or any such Affiliate or against any assets of
any thereof), by reason of the status of such Partner as a Partner or for any
other reason; except that the provisions of this Section 1.17 shall not limit or
otherwise affect the Agents' and the Banks' rights under the Loan Documents with
respect to the Letters of Credit or the proceeds of draws thereunder.

                         ARTICLE 2 CONDITIONS TO LOANS
                                   -------------------

          Section 2.01.  Conditions to Initial Loans.  The obligation of each
                         ---------------------------                         
Bank to make its initial Loan is subject to the fulfillment of the conditions
that (1) during the period from December 31, 1992 through the date of such Loan,
there has been no material adverse change with respect to the business,
operations or prospects of the Borrower, except for the operating losses of the
Borrower incurred during such period and changes affecting the cable television
or DBS industries generally and (2) the Managing Agents shall have received each
of the following, in form and substance and, in the case of the materials
referred to in clauses (a), (b), (c), (g) and (j), certified in a manner
satisfactory to the Managing Agents:

               (a)  a certificate of the Secretary or an Assistant Secretary of
     the Borrower, dated the requested date for the making of such Loan,
     substantially in the form of Schedule 2.01(a), to which shall be attached
                                  ----------------                            
     copies of the resolutions referred to in such certificate;

                                       15
<PAGE>
 
               (b)  a copy of the Limited Partnership Agreement of the Borrower;

               (c)  a good standing certificate with respect to the Borrower,
     issued as of a recent date by the Secretary of State or other appropriate
     official of the Borrower's jurisdiction of formation;

               (d)  an opinion of counsel for the Borrower, dated the requested
     date for the making of such Loan, in the form of Schedule 2.01(d), with
                                                      ----------------      
     such changes as the Managing Agents shall approve;

               (e)  an opinion of counsel for each Issuing Bank, dated not later
     than the requested date for the making of such Loan, substantially in the
     form of Schedule 2.01(e), with such changes as the Managing Agents shall
             ----------------                                                
     approve (which approval shall not be unreasonably withheld);

               (f)  an opinion of Winthrop, Stimson, Putnam & Roberts, special
     counsel for the Managing Agents, dated the requested date for the making of
     such Loan, in the form of Schedule 2.01(f);
                               ---------------- 

               (g)  a copy of each Governmental Approval and other consent or
     approval listed on Schedule 3.02;
                        ------------- 

               (h)  a duly executed Note for each Bank and a duly executed
     Collateral Account Agreement;

               (i)  one or more Letters of Credit in an aggregate face amount
     equal to the initial Required LC Amount;

               (j)  a copy of each of the Project Documents as in effect on the
     date of such delivery; and

               (k)  evidence of the payment or arrangements to make the payment
     of all amounts payable at such time pursuant to Section 9.02.

          Section 2.02.  Conditions to Each Loan.  The obligation of each Bank
                         -----------------------                              
to make each Loan requested to be made by it, including its initial Loan, is
subject to the fulfillment of each of the following conditions:

          (a)  the Administrative Agent shall have received a notice of
borrowing with respect to such Loan complying with the requirements of Section
1.03;

                                       16
<PAGE>
 
          (b)  each Representation and Warranty shall be true and correct at and
as of the time such Loan is to be made, both with and without giving effect to
such Loan and all other Loans to be made at such time and to the application of
the proceeds thereof;

          (c)  no Default shall have occurred and be continuing at the time such
Loan is to be made or would result from the making of such Loan and all other
Loans to be made at such time or from the application of the proceeds thereof;

          (d)  in the event that such Loan is to be made on a day that is within
the period of ten Business Days preceding a Letter of Credit Event Date, the
Administrative Agent shall have received such renewals and increases of existing
Letters of Credit, or such replacement or additional Letters of Credit, or such
combination thereof, as shall be necessary to enable the Borrower to be in
compliance with Section 1.02(a) on such Letter of Credit Event Date, after
giving effect to the second sentence of Section 5.01(f);

          (e)  in the event that such Loan is to be made on a day that is within
the 90 day period following a Letter of Credit Event Date on which the Borrower
shall not have been in compliance with Section 1.02(a), the Administrative Agent
shall have received such renewals and increases of existing Letters of Credit,
or such replacement or additional Letters of Credit, or such combination
thereof, as shall be necessary to enable the Borrower to be in compliance with
Section 1.02(a) on the date of such Loan, after giving effect to the second
sentence of Section 5.01(f); and

          (f)  such Loan will not contravene any Applicable Law applicable to
such Bank.

          Except to the extent that the Borrower shall have disclosed in the
notice of borrowing, or in a subsequent notice given to the Banks prior to 5:00
p.m. (New York time) on the Business Day before the requested date for the
making of the requested Loans, that a condition specified in clause (b) or (c)
above will not be fulfilled as of the requested time for the making of such
Loans, the Borrower shall be deemed to have made a Representation and Warranty
as of the time of the making of such Loans that the conditions specified in such
clauses have been fulfilled as of such time.  No such disclosure by the Borrower
that a condition specified in clause (b) or (c) above will not be fulfilled as
of the requested time for the making of the requested Loans shall affect the
right of each Bank to not make the Loans requested to be made by it if, in such
Bank's 

                                       17

<PAGE>
 
determination, such condition has not been fulfilled at such time.


                ARTICLE 3 CERTAIN REPRESENTATIONS AND WARRANTIES
                          --------------------------------------
          In order to induce each Bank to enter into this Agreement and to make
each Loan requested to be made by it, the Borrower represents and warrants as
follows:

          Section 3.01.  Organization; Power; Qualification.  The Borrower is a
                         ----------------------------------                    
limited partnership duly organized, validly existing and in good standing under
the laws of its jurisdiction of formation, has the power and authority to own
its property and to carry on its business as now being and hereafter proposed to
be conducted and is duly qualified and in good standing, and is authorized to do
business, in all jurisdictions in which the character of its properties or the
nature of its business requires such qualification or authorization, except for
qualifications and authorizations the lack of which, singly or in the aggregate,
has not had and will not have a Materially Adverse Effect on any Loan Document.

          Section 3.02.  Authorization; Enforceability; Required Consents;
                         -------------------------------------------------
Absence of Conflicts.  The Borrower has the power, and has taken all necessary
--------------------                                                          
action (including, any necessary action by its partners or any committee of
representatives of its partners) to authorize it, to execute, deliver and
perform in accordance with their respective terms the Loan Documents and to
borrow hereunder in the unused amount of the Commitments.  This Agreement has
been, and each of the other Loan Documents when delivered to the Administrative
Agent will have been, duly executed and delivered by the Borrower and is, or
when so delivered will be, a legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by equitable principles.  The execution,
delivery and performance in accordance with their respective terms by the
Borrower of the Loan Documents, and each borrowing hereunder, including a
borrowing in the amount of the unused Commitments, do not and (absent any change
in any Applicable Law or applicable Contract to which the Borrower is a party or
by which the Borrower or any of its properties may be bound) will not (a)
require any Governmental Approval or any other consent or approval, including
any consent or approval of the partners of the Borrower, other than Governmental
Approvals and other consents and approvals that have been obtained, are final
and not subject to review on appeal 

                                       18
<PAGE>
 
or to collateral attack, are in full force and effect and, in the case of any
such required under any Applicable Law or under any Contract to which the
Borrower is a party or by which the Borrower or any of its properties may be
bound, in each case as in effect on the Agreement Date, are listed on Schedule
                                                                      --------
3.02, or (b) violate, conflict with, result in a breach of, constitute a default
----
under, or result in or require the creation of any lien or other encumbrance
upon any assets of the Borrower under, (i) any Contract to which the Borrower is
a party or by which the Borrower or any of its properties may be bound or (ii)
any Applicable Law.

          Section 3.03.  Litigation.  There are not, in any court or before any
                         ----------                                            
arbitrator of any kind or before or by any governmental or non-governmental
body, any actions, suits or proceedings pending against or in any other way
relating to or affecting the Borrower or any Loan Document, except actions,
suits or proceedings that, if adversely determined, would not, singly or in the
aggregate, have a Materially Adverse Effect on any Loan Document.

          Section 3.04.  Compliance With Law.  The Borrower is in compliance
                         -------------------                                
with Applicable Law, except for such noncompliance as would not have a
Materially Adverse Effect on any Loan Document.

          Section 3.05.  Project Documents.  (a)  Delivery.  The Borrower has
                         -----------------        --------                   
delivered to the Administrative Agent a copy of each of the Project Documents
and all material amendments, modifications and supplements thereof or thereto,
in each case as in effect on the date of such delivery.

          (b)  Absence of Defaults.  No default on the part of the Borrower or,
               -------------------                                             
to the knowledge of the Borrower, on the part of any other party thereto exists
under or with respect to any of the Project Documents, except for such defaults
as would not have a Materially Adverse Effect on any Loan Document.

          Section 3.06.  Investment Company Act.  The Borrower is not an
                         ----------------------                         
"investment company" or a Person "controlled" by an "investment company", within
the meaning of the Investment Company Act of 1940.


                           ARTICLE 4 CERTAIN COVENANTS
                                     -----------------
          From the Agreement Date and until the Repayment Date,

     A.  The Borrower shall:
         ------------------ 

                                       19
<PAGE>
 
          Section 4.01.  Preservation of Existence, Scope of Business,
                         ---------------------------------------------
Compliance with Law, Preservation of Enforceability.  (a)  Preserve and maintain
---------------------------------------------------                             
its partnership existence and all of its other franchises, licenses, rights and
privileges, (b) engage only in business in substantially the same field as the
business conducted on the Agreement Date, (c) comply with Applicable Law (d)
take all action and obtain all consents and Governmental Approvals required so
that its obligations under the Loan Documents will at all times be legal, valid
and binding and enforceable in accordance with their respective terms (except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by equitable principles), except that this
Section 4.01 (other than clause (a), insofar as it requires the Borrower to
preserve its partnership existence) shall not apply in any circumstance where
noncompliance, together with all other noncompliances with this Section 4.01,
will not have a Materially Adverse Effect on any Loan Document.

          Section 4.02.  Use of Proceeds.  Use the proceeds of the Loans only
                         ---------------                                     
to:

               (a) refinance any interim financing provided by Loral, the
     Participating Partners or any other entity to commence or continue
     construction of the Satellites;

               (b) finance payments under the Satellite Construction Contract;

               (c) fund the payment of interest and fees and other amounts due
     hereunder and the cost of interest rate hedging arrangements; and

               (d) fund expenses for construction monitoring (including the
     refinancing of any interim financing thereof) and for working capital
     relating to the Project.

None of the proceeds of any of the Loans shall be used to purchase or carry, or
to reduce or retire or refinance any credit incurred to purchase or carry, any
margin stock (within the meaning of Regulations U and X of the Board of
Governors of the Federal Reserve System) or to extend credit to others for the
purpose of purchasing or carrying any margin stock.  If requested by any Bank,
the Borrower shall complete and sign Part I of a copy of Federal Reserve 
Form U-1 referred to in Regulation U and deliver such copy to such Bank.

     B.  The Borrower shall not:
         ---------------------- 

                                       20
<PAGE>
 
          Section 4.03.  Merger or Consolidation.  Merge or consolidate with any
                         -----------------------                                
Person, except that, if after giving effect thereto no Default would exist, this
Section 4.03 shall not apply to any merger or consolidation of the Borrower with
any one or more Persons, provided that the Borrower shall be the continuing
Person.

                              ARTICLE 5 INFORMATION
                                        -----------

          Section 5.01.  Information to Be Furnished.  From the Agreement Date
                         ---------------------------                          
and until the Repayment Date, the Borrower shall furnish to the Administrative
Agent, with sufficient copies for each of the Banks:

          (a)  Quarterly Financial Statements.  As soon as available and in any
               ------------------------------                                  
event within 60 days after the close of each of the first three quarterly
accounting periods in each fiscal year of the Borrower, commencing with the
quarterly period ended  March 31, 1994, a balance sheet of the Borrower as at
the end of such quarterly period and the related statements of income and
changes in cash balance of the Borrower for such quarterly period and for the
elapsed portion of the fiscal year ended with the last day of such quarterly
period, setting forth in each case in comparative form the figures for the
corresponding periods of the previous fiscal year.

          (b)  Year-End Financial Statements; Accountants' Certificate.  As soon
               -------------------------------------------------------          
as available and in any event within 120 days after the end of each fiscal year
of the Borrower, commencing with the fiscal year ended December 31, 1993 or, in
the case of clause (iii) below, 1994:

               (i) a balance sheet of the Borrower as at the end of such fiscal
     year and the related statements of operations, partners' capital (deficit)
     and cash flows of the Borrower for such fiscal year, setting forth in
     comparative form the figures as at the end of and for the previous fiscal
     year;

               (ii)  an audit report of Price Waterhouse, or other independent
     certified public accountants of recognized national standing, on such
     financial statements, which report shall not contain any exception as to
     scope that is not satisfactory to the Managing Agents; and

               (iii)  a certificate of such accountants addressed to the Banks
     and in form and substance satisfactory to the 

                                       21
<PAGE>
 
     Managing Agents stating that they have caused this Agreement to be reviewed
     in making the examination necessary for their report on such consolidated
     financial statements and that nothing came to their attention that caused
     them to believe that, as of the date of such financial statements, any
     Default existed or, if such is not the case, specifying such Default and
     its nature, when it occurred and whether it is continuing.

          (c)  Officer's Certificate as to Financial Statements and Defaults.
               -------------------------------------------------------------  
At the time that financial statements are furnished pursuant to Section 5.01(a)
or (b), a certificate of the president or chief financial officer of the
Borrower in the form of Schedule 5.01(c).
                        ---------------- 

          (d)  Requested Information.  From time to time and promptly upon
               ---------------------                                      
written request of any Bank, such Information regarding the Loan Documents, the
Loans or the business, assets, Liabilities, financial condition or results of
operations of the Borrower as such Bank may reasonably request, in each case in
form and substance satisfactory to the requesting Bank.

          (e)  Notice of Defaults, Material Adverse Changes and Other Matters.
               --------------------------------------------------------------  
Promptly upon obtaining knowledge thereof, notice of:

               (i)  any Default,

               (ii)  the commencement of, or the occurrence or nonoccurrence of
     any change or event relating to, any action, suit or proceeding that would
     cause the Representation and Warranty contained in Section 3.03 to be
     incorrect if made at such time, and

               (iii)  any material amendment or modification of, or supplement
     to, the Limited Partnership Agreement of the Borrower or any of the Project
     Documents.

          (f)  Opinions of Counsel for Issuing Banks.  On the day that any
               -------------------------------------                      
Letter of Credit is issued, renewed or increased, an opinion of counsel for the
applicable Issuing Bank with respect to such Letter of Credit or the renewal or
increase thereof, substantially in the form of Schedule 2.01(e), with such
                                               ----------------           
changes as the Managing Agents shall approve (which approval shall not be
unreasonably withheld).  In the event that such opinion is not delivered at the
time of the issuance of a Letter of Credit or the renewal or increase thereof,
such Letter of Credit shall be deemed not to have been issued, or such renewal
or increase thereof shall be deemed not to have taken place, as the case may 

                                       22
<PAGE>
 
be, for the purposes of Sections 1.06(b), 1.16 and 2.02(d) and (e) until such
time as such opinion is delivered.

          Section 5.02.  Accuracy of Financial Statements and Information.
                         ------------------------------------------------

          (a)  Historical Financial Statements.  The Borrower hereby represents
               -------------------------------                                 
and warrants that (i) Schedule 5.02(a) sets forth a complete and correct list of
                      ----------------                                          
the financial statements submitted by the Borrower to the Banks in order to
induce them to execute and deliver this Agreement, (ii) such financial
statements are complete and correct and present fairly, in accordance with
Generally Accepted Accounting Principles (other than, in the case of unaudited
financial statements, the statement of changes in cash balance and except that
unaudited financial statements are subject to normal year-end adjustments and do
not contain all of the footnote disclosures required by Generally Accepted
Accounting Principles), the financial position of the Borrower as at their
respective dates, results of operations, partners' capital (deficit) and cash
flows of the Borrower for the respective periods to which such statements
relate.

          (b)  Future Financial Statements.  The financial statements delivered
               ---------------------------                                     
pursuant to Section 5.01(a) or (b) shall be complete and correct and present
fairly, in accordance with Generally Accepted Accounting Principles (other than,
in the case of unaudited financial statements, the statement of changes in cash
balance and except that unaudited financial statements are subject to normal
year-end adjustments and do not contain all of the footnote disclosures required
by Generally Accepted Accounting Principles), the financial position of the
Borrower and the results of operations, partners' capital (deficit) and cash
flows of the Borrower for the respective periods to which such statements
relate, and the furnishing of the same to the Banks shall constitute a
representation and warranty by the Borrower made on the date the same are
furnished to the Banks to that effect.

          (c)  Historical Information.  The Borrower hereby represents and
               ----------------------                                     
warrants that all Information (other than any projections or any financial
forecasts contained therein) furnished to the Managing Agents or the Banks in
writing by or on behalf of the Borrower prior to the Agreement Date in
connection with or pursuant to the Loan Documents and the relationships
established thereunder, at the time the same was so furnished, but in the case
of Information dated as of a prior date, as of such date, was complete and
correct in the light of the purpose for which it was prepared.

                                       23
<PAGE>
 
          (d)  Future Information.  All Information (other than any projections
               ------------------                                              
or any financial forecasts contained therein) furnished to the Administrative
Agent, the Managing Agents or the Banks in writing by or on behalf of the
Borrower on or after the Agreement Date in connection with or pursuant to the
Loan Documents or in connection with or pursuant to any amendment or
modification of, or waiver of rights under, the Loan Documents, shall, at the
time the same is so furnished, but in the case of Information dated as of a
prior date, as of such date, (i) be complete and correct in the light of the
purpose for which it was prepared, (ii) not contain any untrue statement of a
material fact, and (iii) not omit to state a material fact necessary in order to
make the statements contained therein not misleading in the light of the
circumstances under which they were made, and the furnishing of the same to the
Administrative Agent, the Managing Agents or any Bank shall constitute a
representation and warranty by the Borrower made on the date the same are so
furnished to the effect specified in clauses (i), (ii) and (iii).

          Section 5.03.  Additional Covenants Relating to Disclosure.  From the
                         -------------------------------------------           
Agreement Date and until the Repayment Date, the Borrower shall:

          (a)  Accounting Methods and Financial Records.  Maintain a system of
               ----------------------------------------                       
accounting, and keep such books, records and accounts (which shall be true and
complete), as may be required or necessary to permit the preparation of
financial statements required to be delivered pursuant to Section 5.01(a) and
(b).

          (b)  Visits, Inspections and Discussions.  Permit representatives
               -----------------------------------                         
(whether or not officers or employees) of any Bank, from time to time, as often
as may be reasonably requested, to (i) visit any of its premises or property,
(ii) inspect, and verify the amount, character and condition of, any of its
property, (iii) review and make extracts from its books and records, including
management letters prepared by its independent certified public accountants, and
(iv) discuss with its officers, employees and independent certified public
accountants its business, assets, liabilities, financial condition, results of
operation and business prospects (and by this provision the Borrower authorizes
said officers, employees and accountants to discuss such matters).

          Section 5.04.  Authorization of Third Parties to Deliver Information.
                         -----------------------------------------------------  
The Borrower hereby agrees that any opinion, report or other Information
delivered to the Administrative Agent, the Managing Agents or the Banks pursuant
to the Loan Documents (including under Article 2 or this Article 

                                       24

<PAGE>
 
5) is hereby deemed to have been authorized and directed by the Borrower to be
delivered for the benefit of the Administrative Agent, the Managing Agents and
the Banks. The Borrower agrees to promptly execute and deliver from time to time
such further authorizations to effect the purposes of this Section 5.04 as the
Administrative Agent, the Managing Agents or any Bank may reasonably request.

                                ARTICLE 6 DEFAULT
                                          -------

          Section 6.01.  Events of Default.  Each of the following shall
                         -----------------                              
constitute an Event of Default, whatever the reason for such event and whether
it shall be voluntary or involuntary, or within or without the control of the
Borrower, or be effected by operation of law or pursuant to any judgment or
order of any court or any order, rule or regulation of any governmental or
nongovernmental body:

          (a)  Any payment of principal of or interest on any of the Loans or
the Notes or of fees shall not be made when and as due (whether at maturity, by
reason of mandatory prepayment or acceleration or otherwise) and in accordance
with the terms of this Agreement and the Notes and, except in the case of
payments of principal, such failure shall continue for three Business Days or,
in the case of the obligation (including as such obligation relates to
principal) provided for in the last sentence of Section 1.03(c), two Business
Days;

          (b)  Any Representation and Warranty made or deemed to be made by the
Borrower shall at any time prove to have been incorrect or misleading in any
material respect when made;

          (c)   The Borrower shall default in the performance or observance of:

                (i)  any covenant or agreement contained in Section 4.01(a)
     (insofar as such Section requires the preservation of the partnership
     existence of the Borrower), 4.01(d), 4.03 or 5.01(e)(i); or

                (ii)  any term, covenant, condition or agreement contained in
     any Loan Document (other than the covenants contained in Section 1.02(a)
     and (c) and Section 5.01(f) or any term, covenant, condition or agreement a
     default in the performance or observance of which is elsewhere in this
     Section specifically dealt with) and, if capable of being remedied, such
     default shall continue unremedied for a period of, in the case of Section
     5.03(b), 10 days and, in all other cases, 30 days from the earlier of the
     date on which the Administrative Agent shall have given

                                       25
<PAGE>
 
     notice of such default to the Borrower and the date on which the Borrower
     either obtained knowledge thereof or reasonably should have obtained
     knowledge thereof;

          (d)  (i)  The Borrower shall (A) commence a voluntary case under the
Federal bankruptcy laws (as now or hereafter in effect), (B) file a petition
seeking to take advantage of any other laws, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, winding up or composition or adjustment
of debts, (C) consent to or fail to contest in a timely and appropriate manner
any petition filed against it in an involuntary case under such bankruptcy laws
or other laws, (D) apply for, or consent to, or fail to contest in a timely and
appropriate manner, the appointment of, or the taking of possession by, a
receiver, custodian, trustee, liquidator or the like of itself or of a
substantial part of its assets, domestic or foreign, (E) admit in writing its
inability to pay, or generally not be paying, its debts (other than those that
are the subject of bona fide disputes) as they become due, (F) make a general
assignment for the benefit of creditors, or (G) take any partnership action for
the purpose of effecting any of the foregoing;

          (ii) (A) A case or other proceeding shall be commenced against the
Borrower seeking (1) relief under the Federal bankruptcy laws (as now or
hereafter in effect) or under any other laws, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, winding up or composition or adjustment
of debts, or (2) the appointment of a trustee, receiver, custodian, liquidator
or the like of the Borrower, or of all or any substantial part of the assets,
domestic or foreign, of the Borrower, and such case or proceeding shall continue
undismissed and unstayed for a period of 60 consecutive days, or (B) an order
granting the relief requested in such case or proceeding against the Borrower
(including an order for relief under such Federal bankruptcy laws) shall be
entered;

          (e)  A judgment or order for the payment of money shall be entered
against the Borrower by any court, and such judgment or order shall continue
undischarged and unstayed for a period of 60 consecutive days in which the
aggregate amount of all such judgments and orders exceeds $1,000,000;

          (f)  Any Participating Partner, any of its Affiliates or the Borrower
asserts in writing addressed to the Administrative Agent or any Bank (or
institutes any proceeding seeking to establish) that (i) any Loan Document is
invalid, not binding or unenforceable in its entirety, (ii) any obligation of
the Borrower to pay the principal of or interest on the Loans (or 

                                       26

<PAGE>
 
any other material payment obligation of the Borrower) pursuant to any Loan
Document or any right of the Administrative Agent under the Loan Documents to
draw on any Letter of Credit is invalid, not binding or unenforceable or (iii)
any other provision of any Loan Document is invalid, not binding or
unenforceable if the Required Banks shall have determined in good faith that the
assertion or proceeding under this clause (iii), if determined adversely to the
Banks, would have a materially adverse effect on the obligations of the Borrower
or the rights of the Banks under the Loan Documents taken as a whole;

          (g)  Participating Partners, or Affiliates thereof, 51% of the
outstanding capital securities or other equity interests having ordinary voting
power of which is owned, directly or indirectly, by Parent Companies, shall at
any time cease to own at least 51% of the partnership interests in the Borrower;

          (h)  The Borrower or Tempo shall give notice to the Banks, Loral or,
in the case of any such notice by the Borrower, Tempo, of the determination by
the Borrower or Tempo, as the case may be, to terminate construction of the
Satellites, and such notice shall not be revoked or rescinded for 15 Business
Days after the date on which such notice shall have been given; or

          (i)  Any Letter of Credit shall be or become invalid, not binding or
unenforceable in any respect, and such invalidity, lack of binding effect or
unenforceability shall continue for three Business Days.

          Section 6.02.  Remedies upon Event of Default.  During the continuance
                         ------------------------------                         
of any Event of Default (other than one specified in Section 6.01(d)) and in
every such event, the Administrative Agent, upon notice to the Borrower, may do
either or both of the following:  (a) declare, in whole or, from time to time,
in part, the principal of and interest on the Loans and the Notes and all other
amounts owing under the Loan Documents to be, and the Loans and the Notes and
all such other amounts shall thereupon and to that extent become, due and
payable and the Administrative Agent shall thereupon be entitled immediately
(subject to the pro rata requirements of Sections 1.02(d) and 1.16) to draw on
the Letters of Credit and apply the proceeds thereof and the cash collateral, if
any, held pursuant to Section 1.16 to the payment of such amounts, and (b)
terminate, in whole or, from time to time, in part, the Commitments.  Upon the
occurrence of an Event of Default specified in Section 6.01(d), automatically
and without any notice to the Borrower, (a) the principal of and interest on the
Loans and the Notes and all other amounts owing under the Loan Documents shall
be due and payable and the Administrative Agent shall thereupon be entitled
immediately (subject to the pro 

                                       27

<PAGE>
 
rata requirements of Sections 1.02(d) and 1.16) to draw on the Letters of Credit
and apply the proceeds thereof and the cash collateral, if any, held pursuant to
Section 1.16 to the payment of such amounts, and (b) the Commitments shall
terminate. Presentment, demand, protest or notice of any kind (other than the
notice provided for in the first sentence of this Section 6.02) are hereby
expressly waived.

                 ARTICLE 7 ADDITIONAL CREDIT FACILITY PROVISIONS
                           -------------------------------------

          Section 7.01.  Mandatory Suspension and Conversion of Fixed Rate
                         -------------------------------------------------
Loans.  A Bank's obligations to make, continue or convert into Fixed Rate Loans
of any Type shall be suspended, all such Bank's outstanding Loans of that Type
shall be converted on the last day of their applicable Interest Periods (or, if
earlier, in the case of clause (c) below, on the last day such Bank may lawfully
continue to maintain Loans of that Type or, in the case of clause (d) below, on
the day determined by such Bank to be the last Business Day before the effective
date of the applicable restriction) into, and all pending requests for the
making or continuation of or conversion into Loans of such Type by such Bank
shall be deemed requests for, Base Rate Loans, if:

               (a)  on or prior to the determination of an interest rate for a
     Fixed Rate Loan of that Type for any Interest Period, the Administrative
     Agent determines that for any reason appropriate information is not
     available to it for purposes of determining the Adjusted CD Rate or the
     Adjusted Eurodollar Rate, as the case may be, for such Interest Period;

               (b)  on or prior to the first day of any Interest Period for a
     Fixed Rate Loan of that Type, such Bank determines that the Adjusted CD
     Rate or the Adjusted Eurodollar Rate, as the case may be, as determined by
     the Agent for such Interest Period would not accurately reflect the cost to
     such Bank of making, continuing or converting into a Fixed Rate Loan of
     such Type for such Interest Period;

               (c)  at any time such Bank determines that any Regulatory Change
     makes it unlawful or impracticable for such Bank or its applicable Lending
     Office to make, continue or convert into any Fixed Rate Loan of that Type,
     or to comply with its obligations hereunder in respect thereof; or

               (d)  such Bank determines that, by reason of any Regulatory
     Change, such Bank or its applicable Lending Office is restricted, directly
     or indirectly, in the amount 

                                       28
<PAGE>
 
     that it may hold of (i) a category of liabilities that includes deposits by
     reference to which, or on the basis of which, the interest rate applicable
     to Fixed Rate Loans of that Type is directly or indirectly determined or
     (ii) the category of assets that includes Fixed Rate Loans of that Type.

If, as a result of this Section 7.01, any Loan of any Bank that would otherwise
be made or maintained as or converted into a Fixed Rate Loan of any Type for any
Interest Period is instead made or maintained as or converted into a Base Rate
Loan, then, unless the corresponding Loan of each of the other Banks is also to
be made or maintained as or converted into a Base Rate Loan, such Loan shall be
treated as being a Fixed Rate Loan of such Type for such Interest Period for all
purposes of this Agreement (including the timing, application and proration
among the Banks of interest payments, conversions and prepayments) except for
the calculation of the interest rate borne by such Loan.  The Administrative
Agent shall promptly notify the Borrower and each Bank of the existence or
occurrence of any condition or circumstance specified in clause (a) above, and
each Bank shall promptly notify the Borrower and the Administrative Agent of the
existence or occurrence of any condition or circumstance specified in clause
(b), (c) or (d) above applicable to such Bank's Loans, but the failure by the
Administrative Agent or such Bank to give any such notice shall not affect such
Bank's rights hereunder.

          Section 7.02.  Regulatory Changes.  If in the determination of any
                         ------------------                                 
Bank (a) any Regulatory Change shall directly or indirectly (i) reduce the
amount of any sum received or receivable by such Bank with respect to any Loan
or the return to be earned by such Bank on any Loan, (ii) impose a cost on such
Bank or any Affiliate of such Bank that is attributable to the making or
maintaining of, or such Bank's commitment to make, any Loan, (iii) require such
Bank or any Affiliate of such Bank to make any payment on or calculated by
reference to the gross amount of any amount received by such Bank under any Loan
Document or (iv) reduce, or have the effect of reducing, the rate of return on
any capital of such Bank or any Affiliate of such Bank that such Bank or such
Affiliate is required to maintain on account of any Loan or such Bank's
commitment to make any Loan and (b) such reduction, increased cost or payment
shall not be fully compensated for by an adjustment in the applicable rates of
interest payable under the Loan Documents, then the Borrower shall pay to such
Bank such additional amounts as such Bank determines will, together with any
adjustment in the applicable rates of interest payable hereunder, fully
compensate for such reduction, increased cost or payment.  Such additional
amounts 

                                       29
<PAGE>
 
shall be payable, in the case of those applicable to prior periods, within 15
days after request by such Bank for such payment and, in the case of those
applicable to future periods, on the dates specified, or determined in
accordance with a method specified, by such Bank. Each Bank will promptly notify
the Borrower of any determination made by it referred to in clauses (a) and (b)
above, but the failure to give such notice shall not affect such Bank's right to
compensation. Notwithstanding the foregoing, the Borrower will not be required
to reimburse any Bank for any reductions, increased costs or payments under this
Section 7.02 arising prior to 90 days preceding the date of such notice, unless
the applicable Regulatory Change is imposed retroactively. In the case of a
Regulatory Change which is retroactive in effect, such notice shall be provided
to the Borrower not later than 90 days from the date that such Bank reasonably
should have learned of such Regulatory Change, and the Borrower's obligation to
compensate such Bank for such reduction, increased cost or payment is contingent
upon the provision of such timely notice (but any failure by such Bank to
provide such timely notice shall not affect the Borrower's reimbursement
obligations with respect to (x) reductions, increased costs or payments incurred
or made from the date as of which the Regulatory Change became effective to the
date that is 90 days after such Bank reasonably should have learned of such
Regulatory Change and (y) reductions, increased costs or payments incurred or
made following the provision of such notice).

          Section 7.03.  Funding Losses.  The Borrower shall pay to each Bank,
                         --------------                                       
upon request, such amount or amounts as such Bank determines are necessary to
compensate it for any loss, cost or expense (excluding loss of applicable
margin) incurred by it as a result of (a) any payment, prepayment or conversion
of a Fixed Rate Loan on a date other than the last day of an Interest Period for
such Fixed Rate Loan or (b) a Fixed Rate Loan for any reason attributable to the
Borrower (including a failure, in the determination of the Banks, to meet
conditions) not being made or converted, or any payment of principal thereof or
interest thereon not being made (whether or not, in the case of an optional
prepayment, such prepayment was revocable or had become irrevocable as provided
in Section 1.06(a)), on the date therefor determined in accordance with the
applicable provisions of this Agreement.  At the election of such Bank, and
without limiting the generality of the foregoing, but without duplication, such
compensation on account of losses may include an amount equal to the excess of
(i) the interest that would have been received from the Borrower under this
Agreement (excluding applicable margin) on any amounts to be reemployed during
an Interest Period or its remaining portion over (ii) the interest component of
the return that such Bank determines it could have obtained had it placed 

                                       30
<PAGE>
 
such amount on deposit in the interbank Dollar market selected by it for a
period equal to such Interest Period or its remaining portion.

          Section 7.04.  Certain Determinations.  In making the determinations
                         ----------------------                               
contemplated by Sections 7.01, 7.02 and 7.03, each Bank may make such estimates,
assumptions, allocations and the like that such Bank in good faith determines to
be appropriate, and such Bank's selection thereof in accordance with this
Section 7.04, and the determinations made by such Bank on the basis thereof,
shall be final, binding and conclusive upon the Borrower, except, in the case of
such determinations, for manifest errors in computation or transmission.  Each
Bank shall furnish to the Borrower upon request a certificate outlining in
reasonable detail the computation of any amounts claimed by it under Sections
7.02 and 7.03 or, to the extent not confidential, the determinations made by it
under Sections 7.01(b) and (d) and the assumptions underlying such computations
or determinations.

          Section 7.05.  Change of Lending Office.  If an event occurs with
                         ------------------------                          
respect to a Lending Office of any Bank that obligates the Borrower to pay any
amount under Section 1.14, makes operable the provisions of clause (b), (c) or
(d) of Section 7.01 or entitles such Bank to make a claim under Section 7.02,
such Bank shall, if requested by the Borrower, use reasonable efforts to
designate another Lending Office or Offices the designation of which will reduce
the amount the Borrower is so obligated to pay, eliminate such operability or
reduce the amount such Bank is so entitled to claim, provided that such
designation would not, in the sole and absolute discretion of such Bank, be
disadvantageous to such Bank in any manner or contrary to such Bank's policies.
Each Bank may at any time and from time to time change any Lending Office and
shall give notice of any such change to the Administrative Agent and the
Borrower.  Except in the case of a change in Lending Offices made at the request
of the Borrower, the designation of a new Lending Office by any Bank shall not
obligate the Borrower to pay any amount to such Bank under Section 1.14, make
operable the provisions of clause (b), (c) or (d) of Section 7.01 or entitle
such Bank to make a claim under Section 7.02 if such obligation, the operability
of such clause or such claim results solely from such designation and not from a
subsequent Regulatory Change.

          Section 7.06.  Replacement of Banks.  If any Bank requests
                         --------------------                       
compensation pursuant to Section 1.14 or 7.02 hereof, or such Bank's obligation
to make or continue, or to convert Loans of any other Type into, any Type of
Fixed Rate Loan shall be suspended pursuant to Section 7.01 hereof, the
Borrower, upon three Business Days' notice, may require that such Bank transfer

                                       31
<PAGE>
 
all of its right, title and interest under this Agreement and such Bank's Note
to any bank or other financial institution identified by the Borrower (i) if
such proposed transferee agrees to assume all of the obligations of such Bank
hereunder for consideration equal to the outstanding principal amount of such
Bank's Loans, together with the interest thereon to the date of such transfer,
and satisfactory arrangements are made for payment to such Bank of all other
amounts payable hereunder to such Bank on or prior to the date of such transfer
(including any fees accrued hereunder and any amounts which would be payable
under Section 7.03 hereof as if all of such Bank's Loans were prepaid in full on
such date) and (ii) if such Bank being replaced has requested compensation
pursuant to Section 1.14 or 7.02 hereof, such proposed transferee's aggregate
requested compensation, if any, pursuant to said Section 1.14 or 7.02 with
respect to such replaced Bank's Loans would be, under Applicable Law in effect
at the time of the transfer, lower than that of the Bank replaced.  Without
prejudice to the survival of any other agreement of the Borrower hereunder, the
agreements of the Borrower contained in Sections 1.14, 7.02, 7.03 and 9.02
(without duplication of any payments made to such Bank by the Borrower or the
proposed transferee) shall survive for the benefit of any Bank replaced under
this Section 7.06 with respect to the time prior to such replacement.

                              ARTICLE 8 THE AGENTS
                                        ----------

          Section 8.01.  Appointment and Powers.  Each Bank hereby irrevocably
                         ----------------------                               
appoints and authorizes the Agents, individually and in their respective
capacities as Agents, and the Agents hereby agree, to act as the agents for such
Bank under the Loan Documents with such powers as are delegated to the
respective Agents by the terms thereof, together with such other powers as are
reasonably incidental thereto.  The Agents' duties shall be purely ministerial
and they shall have no duties or responsibilities except those expressly set
forth in the Loan Documents.  None of the Agents shall be required under any
circumstances to take any action that, in its judgment, (a) is contrary to any
provision of the Loan Documents or Applicable Law or (b) would expose it to any
Liability or expense against which it has not been indemnified to its
satisfaction.  None of the Agents shall, by reason of its serving as an Agent,
be a trustee or other fiduciary for any Bank.

          Section 8.02.  Limitation on Agents' Liability.  None of the Agents
                         -------------------------------                     
nor any of their respective directors, officers, employees or agents shall be
liable or responsible for any action taken or omitted to be taken by it or them
under or in connection with the Loan Documents, except for its or their own
gross 

                                       32
<PAGE>
 
negligence or willful misconduct.  None of the Agents shall be responsible
to any Bank for (a) any recitals, statements, representations or warranties
contained in the Loan Documents or in any certificate or other document referred
to or provided for in, or received by any of the Banks under, the Loan
Documents, (b) the validity, effectiveness or enforceability of the Loan
Documents or any such certificate or other document or (c) any failure by the
Borrower to perform any of its obligations under the Loan Documents.  Each of
the Agents may employ agents and attorneys-in-fact and shall not be responsible
for the negligence or misconduct of any such agents or attorneys-in-fact so long
as such Agent was not grossly negligent in selecting or directing such agents or
attorneys-in-fact.  Each of the Agents shall be entitled to rely upon any
certification, notice or other communication (including any thereof by
telephone, telex, telecopier, telegram or cable) believed by it to be genuine
and correct and to have been signed or given by or on behalf of the proper
Person or Persons, and upon advice and statements of legal counsel, independent
accountants and other experts selected by such Agent.  As to any matters not
expressly provided for by the Loan Documents, each of the Agents shall in all
cases be fully protected in acting, or in refraining from acting, under the Loan
Documents in accordance with instructions signed by the Required Banks, and such
instructions of the Required Banks and any action taken or failure to act
pursuant thereto shall be binding on all of the Banks.

          Section 8.03.  Defaults.  The Administrative Agent shall not be deemed
                         --------                                               
to have knowledge of the occurrence of a Default (other than the non-payment to
it of principal of or interest on Loans or fees) unless the Administrative Agent
has received notice from a Bank or the Borrower specifying such Default and
stating that such notice is a "Notice of Default".  In the event that the
Administrative Agent has knowledge of such a non-payment or receives such a
notice of the occurrence of a Default, the Administrative Agent shall give
prompt notice thereof to the Banks.  In the event of any Default, the
Administrative Agent shall (a) in the case of a Default that constitutes an
Event of Default, take either or both of the actions referred to in clauses (a)
and (b) of the first sentence of Section 6.02 if so directed by the Required
Banks and (b) in the case of any Default, take such other action with respect to
such Default as shall be reasonably directed by the Required Banks.  Unless and
until the Administrative Agent shall have received such directions, in the event
of any Default, the Administrative Agent may (but, subject to Section 8.02,
shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Default as it shall deem advisable in the best interests of
the Banks.  In the event that the 

                                       33

<PAGE>
 
Administrative Agent shall be entitled to make a drawing under the Letters of
Credit, the Administrative Agent shall do so if and as directed by the Required
Banks and, absent such directions, may (but shall not be obligated to) do so if
it shall deem such action advisable in the best interests of the Banks;
provided, however, that notwithstanding the foregoing, the Administrative Agent
--------  -------
shall exercise its right to draw in full under any Letter of Credit the
expiration of which would result in the aggregate unpaid principal amount of all
Loans outstanding to exceed the Availability Amount unless it shall have been
directed not to so draw by all of the Banks.

          Section 8.04.  Rights as a Bank.  Each Person acting as an Agent that
                         ----------------                                      
is also a Bank shall, in its capacity as a Bank, have the same rights and powers
under the Loan Documents as any other Bank and may exercise the same as though
it were not acting as an Agent, and the term "Bank" or "Banks" shall include
such Person in its individual capacity.  Each Person acting as an Agent (whether
or not such Person is a Bank) and its Affiliates may (without having to account
therefor to any Bank) accept deposits from, lend money to and generally engage
in any kind of banking, trust or other business with the Borrower and its
Affiliates, including acting as an Issuing Bank, as if it were not acting as an
Agent, and such Person and its Affiliates may accept fees and other
consideration from the Borrower and its Affiliates for services in connection
with the Loan Documents or otherwise without having to account for the same to
the Banks.

          Section 8.05.  Indemnification.  The Banks agree to indemnify each of
                         ---------------                                       
the Agents (to the extent not reimbursed by the Borrower hereunder), ratably on
the basis of the respective principal amounts of the Loans outstanding made by
the Banks (or, if no Loans are at the time outstanding, ratably on the basis of
their respective Commitments), for any and all Liabilities, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever that may be imposed on, incurred by or asserted
against such Agent (including the costs and expenses that the Borrower is
obligated to pay hereunder) in any way relating to or arising out of the Loan
Documents or any other documents contemplated thereby or referred to therein or
the transactions contemplated thereby or the enforcement of any of the terms
thereof or of any such other documents, provided that no Bank shall be liable
for any of the foregoing to the extent they arise from gross negligence or
willful misconduct by such Agent.

          Section 8.06.  Non-Reliance on Agents and Other Banks.  Each Bank
                         --------------------------------------            
agrees that it has made and will continue to make, 

                                       34
<PAGE>
 
independently and without reliance on any of the Agents or any other Bank, and
based on such documents and information as it deems appropriate, its own credit
analysis of the Borrower and its own decision to enter into the Loan Documents
and to take or refrain from taking any action in connection therewith. None of
the Agents shall be required to keep itself informed as to the performance or
observance by the Borrower of the Loan Documents or any other document referred
to or provided for therein or to inspect the properties or books of the
Borrower. Except for notices, reports and other documents and information
expressly required to be furnished to the Banks by the Administrative Agent
under the Loan Documents, none of the Agents shall have any obligation to
provide any Bank with any information concerning the business, status or
condition of the Borrower or the Loan Documents that may come into the
possession of such Agent or any of its Affiliates.

          Section 8.07.  Resignation of the Administrative Agent.  The
                         ---------------------------------------      
Administrative Agent or any other Agent may at any time give notice of its
resignation to the Banks and the Borrower.  Upon receipt of any such notice of
resignation, the Required Banks may, after consultation with the Borrower,
appoint a successor Agent, which shall be a bank, trust company or other
financial institution with combined capital and surplus, as determined on the
basis of its most recent published statement or report of financial condition,
of not less than $500,000,000.  If no successor Agent shall have been so
appointed by the Required Banks and shall have accepted such appointment within
30 days after the retiring Agent's giving of notice of resignation, then the
retiring Agent may, on behalf of the Banks and after consultation with the
Borrower, appoint a successor Agent, which shall be a bank, trust company or
other financial institution with combined capital and surplus, as determined on
the basis of its most recent published statement or report of financial
condition, of not less than $500,000,000.  Upon the acceptance by any Person of
its appointment as a successor Agent, such Person shall thereupon succeed to and
become vested with all the rights, powers, privileges, duties and obligations of
the retiring Agent and the retiring Agent shall be discharged from its duties
and obligations as Agent under the Loan Documents, provided, that no Person's
                                                   --------                  
appointment as a successor Administrative Agent shall be effective until all
collateral, if any, held by the retiring Administrative Agent pursuant to the
Collateral Account Agreement shall have been transferred to such Person.  After
any retiring Agent's resignation as Agent, the provisions of this Article 8
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as an Agent.

                                       35
<PAGE>
 
                             ARTICLE 9 MISCELLANEOUS
                                       -------------

          Section 9.01.  Notices and Deliveries. (a)  Manner of Delivery.  All
                         ----------------------       ------------------      
notices, communications and, unless the Borrower shall have been otherwise
instructed by an Agent or by the Bank to which materials are to be furnished,
materials (including all Information) to be given or delivered pursuant to the
Loan Documents shall, except in those cases where giving notice by telephone is
expressly permitted, be given or delivered in writing (which shall include telex
and telecopy transmissions).  Notices under Sections 1.03, 1.04(c), 1.06, 1.08
and 6.02 may be by telephone, promptly confirmed in writing.  In the event of a
discrepancy between any telephonic notice and any written confirmation thereof,
such written confirmation shall be deemed the effective notice except to the
extent that the Administrative Agent has acted in reliance on such telephonic
notice.

          (b)  Addresses.  All notices, communications and, unless the Borrower
               ---------                                                       
shall have been otherwise instructed by an Agent or by the Bank to which
materials are to be furnished, materials to be given or delivered pursuant to
the Loan Documents shall be given or delivered at the following respective
addresses and telecopier and telephone numbers and to the attention of the
following individuals or departments:

               (i)  if to the Borrower, to it at:

                    100 North Presidential Boulevard
                    Bala Cynwyd, PA  19004

                    Telecopier No.: (215) 660-6112
                    Telephone No.:  (215) 660-6100

                    Attention:  Lawrence L. Epstein
                    Marcus O. Evans, Esq.


                    with a copy to:

 
                    Reed Smith Shaw & McClay
                    435 Sixth Avenue
                    Pittsburgh, PA  15219

                    Telecopier No.: (412) 288-3064
                    Telephone No.:  (412) 288-3131

                    Attention:  Bruce D. Evans, Esq.

                                       36
<PAGE>
 
                  (ii)  if to the Administrative Agent, to it at:


                        270 Park Avenue
                        New York, NY  10017

                        Telecopier No.: (212) 270-2056 and
                                        (212) 270-3942
                        Telephone No.:  (212) 270-4683 and
                                        (212) 270-4145

                        Attention:  M. Elizabeth Mason
                                    J. Cheryl Boucher
                                    Margaret Harvey


                        with a copy to:

 
                        140 East 45th Street
                        New York, New York  10017

                        Telecopier No.: (212) 622-0002
                        Telephone No.:  (212) 622-0011

                        Attention:  Janet Belden


                  (iii) if to any Bank, to it at the address or telecopier or
                        telephone number and to the attention of the individual
                        or department, set forth below such Bank's name under
                        the heading "Notice Address" on Annex A or, in the case
                                                        -------
                        of a Bank that becomes a Bank pursuant to an assignment,
                        set forth under the heading "Notice Address" in the
                        Notice of Assignment given to the Borrower and the
                        Administrative Agent with respect to such assignment;

or at such other address or telecopier or telephone number or to the attention
of such other individual or department as the party to which such information
pertains may hereafter specify for the purpose in a notice specifically
providing such information for use in connection with the Loan Documents given
to (x) if the party to which such information pertains is the Borrower, the

                                       37
<PAGE>
 
Administrative Agent and each Bank, (y) if the party to which such information
pertains is the Administrative Agent, the Borrower and each Bank and (z) if the
party to which such information pertains is a Bank, the Borrower and the
Administrative Agent.

          (c)  Effectiveness.  Each notice and communication and any material to
               -------------                                                    
be given or delivered pursuant to the Loan Documents shall be deemed so given or
delivered (i) if sent by registered or certified mail, postage prepaid, return
receipt requested, on the third Business Day after such notice, communication or
material, addressed as above provided, is delivered to a United States post
office and a receipt therefor is issued thereby, (ii) if sent by any other means
of physical delivery, when such notice, communication or material is delivered
to the appropriate address as above provided, (iii) if sent by telex, when such
notice, communication or material is transmitted to the appropriate number
determined as above provided in this Section 9.01 and the appropriate answer-
back is received, (iv) if sent by telecopier, when such notice, communication or
material is transmitted to the appropriate telecopier number as above provided
and is received at such number and (v) if given by telephone, when communicated
to the individual or any member of the department specified as the individual or
department to whose attention notices, communications and materials are to be
given or delivered, or, in the case of notice by the Administrative Agent to the
Borrower under Section 6.02 given by telephone as above provided, if any
individual or any member of the department to whose attention notices,
communications and materials are to be given or delivered is unavailable at the
time, to any other officer or employee of the Borrower, except that (x) notices
of a change of address, telex, telecopier or telephone number or individual or
department to whose attention notices, communications and materials are to be
given or delivered shall not be deemed given until received, (y) notices,
communications and materials to be given or delivered to the Administrative
Agent or any Bank pursuant to Sections 1.03, 1.04(c), 1.06, 1.08, 1.13(b) and
5.01(e) shall not be deemed given or delivered until received by the
Administrative Agent or such Bank and (z) in the event that materials to be
given or delivered pursuant to Article 5 are not in fact received by the Agent
or Bank to which they are required to be furnished such Agent or Bank shall be
entitled to request that the Borrower again attempt to effect delivery of such
materials.  Notwithstanding the foregoing, Letters of Credit, amendments,
modifications or supplements thereof or thereto, commitments with respect
thereto and other notices or communications with respect thereto shall not be
deemed given or delivered until received by the Administrative Agent.

                                       38

<PAGE>
 
          (d)  Reasonable Notice.  To the extent permitted by Applicable Law, it
               -----------------                                                
is agreed that any requirement under Applicable Law of reasonable notice by the
Administrative Agent or the Banks to the Borrower of any event in connection
with, or in any way related to, the Loan Documents or the exercise by the
Administrative Agent or the Banks of any of their rights thereunder shall be met
if notice of such event is given to the Borrower in the manner prescribed above
at least 10 days before (i) the date of such event or (ii) the date after which
such event will occur.

          Section 9.02.  Expenses; Indemnification.  Whether or not any Loans
                         -------------------------                           
are made hereunder, the Borrower shall:

          (a)  pay or reimburse the Administrative Agent and each Bank for all
transfer, documentary, stamp and similar taxes, and all recording and filing
fees and taxes, payable in connection with, arising out of, or in any way
related to, the execution, delivery and performance of the Loan Documents or the
making of the Loans;

          (b)  pay or reimburse the Managing Agents and the Administrative Agent
for all reasonable out-of-pocket costs and expenses (including reasonable fees
and disbursements of legal counsel, appraisers, accountants and other experts
reasonably employed or retained by the Managing Agents or the Administrative
Agent) incurred by the Managing Agents and the Administrative Agent in
connection with, arising out of, or in any way related to (i) the negotiation,
preparation, execution and delivery of (A) the Loan Documents and (B) whether or
not executed, any waiver, amendment or consent thereunder or thereto (unless
such waiver, amendment or consent was not executed by the Borrower and not
proposed or requested by the Borrower and was objected to by the Borrower in a
written notice delivered to the Managing Agents), (ii) the administration of and
any operations under the Loan Documents or the Letters of Credit or (iii)
protecting, preserving, exercising or enforcing any of the rights of the
Administrative Agent or the Banks under or related to the Loan Documents or the
Letters of Credit;

          (c)  pay or reimburse each Bank for all reasonable out-of-pocket costs
and expenses (including reasonable fees and disbursements of legal counsel and
other experts reasonably employed or retained by such Bank) incurred by such
Bank in connection with, arising out of, or in any way related to protecting,
preserving, exercising or enforcing during a Default any of its rights under or
related to the Loan Documents or the Letters of Credit; and

                                       39

<PAGE>
 
          (d)  indemnify and hold each Indemnified Person harmless from and
against all losses (including judgments, penalties and fines) suffered, and pay
or reimburse each Indemnified Person for all reasonable out-of-pocket costs and
expenses (including reasonable fees and disbursements of legal counsel and other
experts reasonably employed or retained by such Indemnified Person) incurred, by
such Indemnified Person in connection with, arising out of, or in any way
related to (i) any Loan Document Related Claim (whether asserted by such
Indemnified Person or the Borrower or any other Person), including the
prosecution or defense thereof and any litigation or proceeding with respect
thereto (whether or not, in the case of any such litigation or proceeding, such
Indemnified Person is a party thereto), or (ii) any investigation, governmental
or otherwise, arising out of, related to, or in any way connected with, the Loan
Documents or the relationships established thereunder, except that the foregoing
indemnity shall not be applicable to any loss suffered by any Indemnified Person
to the extent such loss is determined by a judgment of a court that is binding
on the Borrower and such Indemnified Person, final and not subject to review on
appeal, to be the result of acts or omissions on the part of such Indemnified
Person constituting (x) gross negligence or (y) willful misconduct.

          Section 9.03.  Amounts Payable Due upon Request for Payment.  All
                         --------------------------------------------      
amounts payable by the Borrower under Section 9.02 and under the other
provisions of the Loan Documents shall, except as otherwise expressly provided,
be due 20 days following written request for the payment thereof.

          Section 9.04.  Remedies of the Essence.  The various rights and
                         -----------------------                         
remedies of the Administrative Agent and the Banks under the Loan Documents are
of the essence of those agreements, and the Administrative Agent and the Banks
shall be entitled to obtain a decree requiring specific performance of each such
right and remedy.

          Section 9.05.  Rights Cumulative.  Each of the rights and remedies of
                         -----------------                                     
the Administrative Agent and the Banks under the Loan Documents shall be in
addition to all of their other rights and remedies under the Loan Documents and
Applicable Law, and nothing in the Loan Documents shall be construed as limiting
any such rights or remedies.

          Section 9.06.  Disclosures.  The Administrative Agent and each Bank
                         -----------                                         
agrees to exercise all reasonable efforts to keep any information delivered or
made available by the Borrower 

                                       40
<PAGE>
 
confidential from anyone other than Persons employed or retained by the
Administrative Agent or such Bank who are or are expected to become engaged in
evaluating, approving, structuring or administering the Loans, provided, that
                                                               --------
the Administrative Agent and the Banks may disclose to, and exchange and discuss
with, any other Person (the Administrative Agent, the Banks and each such other
Person being hereby authorized to do so) any information concerning the Borrower
(whether received by the Administrative Agent, the Banks or such other Person in
connection with or pursuant to the Loan Documents or otherwise) for the purpose
of (a) complying with Applicable Law, (b) protecting, preserving, exercising or
enforcing any of their rights under or related to the Loan Documents, (c)
performing any of their obligations under or related to the Loan Documents or
(d) consulting with respect to any of the foregoing matters.

          Section 9.07.  Amendments; Waivers.  Any term, covenant, agreement or
                         -------------------                                   
condition of the Loan Documents may be amended, and any right under the Loan
Documents may be waived, if, but only if, such amendment or waiver is in writing
and is signed by the Required Banks and, if the rights and duties of the
Administrative Agent are affected thereby, by the Administrative Agent and, in
the case of an amendment or a waiver of a right of the Borrower, by the
Borrower; provided, however, that no amendment or waiver shall be effective,
          --------  -------                                                 
unless in writing and signed by each Bank, to the extent it (a) increases the
amount or extends the term of any Bank's Commitment, (b) reduces the principal
of or the rate of interest on any Bank's Loans or Note or the fees payable to
such Bank hereunder, (c) postpones any date fixed for any payment of principal
of or interest on any Bank's Loans or Note or the fees payable to such Bank
hereunder, (d) releases or otherwise acquiesces in the termination of any Letter
of Credit or the release of any cash collateral held pursuant to Section 1.16 if
such release or termination would result in the aggregate unpaid principal
amount of all Loans to exceed the Availability Amount, (e) amends the
definitions of Availability Amount, Letter of Credit or Required LC Rating or
amends the form of Letter of Credit or the annexes thereto set forth on Exhibit
                                                                        -------
B or, in each case, waives the applicability thereof, (f) waives any Event of
-                                                                            
Default arising under Section 6.01(g) or (g) amends Section 1.15, this Section
9.07 or any other provision of this Agreement (or, in each case, the related
definitions) requiring the consent or other action of all of the Banks.  Unless
otherwise specified in such waiver, a waiver of any right under the Loan
Documents shall be effective only in the specific instance and for the specific
purpose for which given.  No election not to exercise, failure to exercise or
delay in exercising any right, nor any course of dealing or performance, shall
operate as a waiver of any right of any party under the 

                                       41
<PAGE>
 
Loan Documents or Applicable Law, nor shall any single or partial exercise of
any such right preclude any other or further exercise thereof or the exercise of
any other right of any party under the Loan Documents or Applicable Law.

          Section 9.08.  Set-Off; Suspension of Payment and Performance.  The
                         ----------------------------------------------      
Administrative Agent and each Bank is hereby authorized by the Borrower, at any
time and from time to time, without notice, (a) during any Event of Default, to
set off against, and to appropriate and apply to the payment of, the Liabilities
of the Borrower under the Loan Documents (whether owing to such Person or to any
other Person that is the Administrative Agent or a Bank and whether matured or
unmatured, fixed or contingent or liquidated or unliquidated) any and all
Liabilities owing by the Administrative Agent or such Bank or any of its
Affiliates to the Borrower (whether payable in Dollars or any other currency,
whether matured or unmatured and, in the case of Liabilities that are deposits,
whether general or special, time or demand and however evidenced and whether
maintained at a branch or office located within or without the United States)
and (b) during any Default, to suspend the payment and performance of such
Liabilities owing by such Person or its Affiliates and, in the case of
Liabilities that are deposits, to return as unpaid for insufficient funds any
and all checks and other items drawn against such deposits.

          Section 9.09.  Sharing of Recoveries.  (a)  Each Bank agrees that, if,
                         ---------------------                                  
for any reason, including as a result of (i) the exercise of any right of
counterclaim, set-off, banker's lien or similar right, (ii) its claim in any
applicable bankruptcy, insolvency or other similar law being deemed secured by a
Debt owed by it to the Borrower, including a claim deemed secured under Section
506 of the Bankruptcy Code, or (iii) the allocation of payments by the
Administrative Agent or the Borrower in a manner contrary to the provisions of
Section 1.15, such Bank shall receive payment of a proportion of the aggregate
amount due and payable to it hereunder as principal of or interest on the Loans
or fees that is greater than the proportion received by any other Bank in
respect of the aggregate of such amounts due and payable to such other Bank
hereunder, then the Bank receiving such proportionately greater payment shall
purchase participations (which it shall be deemed to have done simultaneously
upon the receipt of such payment) in the rights of the other Banks hereunder so
that all such recoveries with respect to such amounts due and payable hereunder
(net of costs of collection) shall be pro rata; provided that if all or part of
such proportionately greater payment received by the purchasing Bank is
thereafter recovered by or on behalf of the Borrower from such Bank, such
purchases shall be rescinded and the purchase 

                                       42
<PAGE>
 
prices paid for such participations shall be returned to such Bank to the extent
of such recovery, but without interest (unless the purchasing Bank is required
to pay interest on the amount recovered to the Person recovering such amount, in
which case the selling Bank shall be required to pay interest at a like rate).
The Borrower expressly consents to the foregoing arrangements and agrees that
any holder of a participation in any rights hereunder so purchased or acquired
pursuant to this Section 9.09(a) shall, with respect to such participation, be
entitled to all of the rights of a Bank under Sections 7.02, 9.02 and 9.08
(subject to any condition imposed on a Bank hereunder with respect thereto) and
may exercise any and all rights of set-off with respect to such participation as
fully as though the Borrower were directly indebted to the holder of such
participation for Loans in the amount of such participation.

          (b)  Each Bank agrees to exercise any right of counterclaim, set-off,
banker's lien or similar right that it may have in respect of the Borrower in a
manner so as to apportion the amount subject to such exercise, on a pro rata
basis, between (i) obligations of the Borrower for amounts subject to the
sharing provisions of Section 9.09(a) and (ii) other Liabilities of the
Borrower.

          Section 9.10.  Assignments and Participations.  (a)  Assignments.  (i)
                         ------------------------------        ----------- 
The Borrower may not assign any of its rights or obligations under this
Agreement or the Notes without the prior written consent of each Bank, and no
assignment of any such obligation shall release the Borrower therefrom unless
each Bank shall have consented to such release in writing specifically referring
to the obligation from which the Borrower is to be released.

          (ii)  Each Bank may from time to time assign any or all of its rights
and obligations under the Loan Documents to one or more Persons; provided that,
                                                                 --------      
except in the case of the grant of a security interest to a Federal Reserve Bank
(which may be made without condition or restriction) or an assignment by a Bank
to any of its Affiliates (which also may be made without condition or
restriction other than as set forth in clause (D) below), no such assignment
shall be effective unless (A) the assignment is consented to by the Borrower
(unless an Event of Default specified in Section 6.01(d) with respect to the
Borrower exists) and the Managing Agents (such consents not to be unreasonably
withheld), (B) in the case of a partial assignment, after giving effect thereto,
the Commitment of the assignor Bank shall be not less than $15,000,000, (C) any
assignment other than to a Bank shall involve the assignment of not less than
$10,000,000 of the assignor Bank's Commitment, (D) a Notice of 

                                       43
<PAGE>
 
Assignment with respect to the assignment, duly executed by the assignor and the
assignee, shall have been given to the Borrower and the Administrative Agent and
(E) except in the case of an assignment by the Bank that is the Administrative
Agent or by a Bank to any of its Affiliates, the Administrative Agent shall have
been paid an assignment fee of $2,500 by the assignor or assignee. Upon any
effective assignment, the assignor shall be released from the obligations so
assigned and, in the case of an assignment of all of its Loans and Commitment,
shall cease to be a Bank. In the event of any effective assignment by a Bank,
the Borrower shall, against receipt of the existing Note of the assignor Bank,
issue a new Note to the assignee Bank and, in the case of a partial assignment,
to the assignor Bank, appropriately reflecting such assignment.

          (b)  Participations.  Each Bank may from time to time sell or
               --------------                                          
otherwise grant participations in any or all of its rights and obligations under
the Loan Documents without the consent of the Borrower, the Managing Agents or
any other Bank.  In the event of any such grant by a Bank of a participation,
such Bank's obligations under the Loan Documents to the other parties thereto
shall remain unchanged, such Bank shall remain solely responsible for the
performance thereof, and the Borrower, the Administrative Agent and the other
Banks may continue to deal solely and directly with such Bank in connection with
such Bank's rights and obligations thereunder.  A Bank may not grant to any
holder of a participation the right to require such Bank to take or omit to take
any action under the Loan Documents, except that a Bank may grant to any such
holder the right to require such holder's consent to any amendment or waiver for
which the consent of each Bank affected thereby is required under Section 9.02.
Each holder of a participation in any rights under the Loan Documents, if and to
the extent the applicable participation agreement so provides, shall, with
respect to such participation, be entitled to all of the rights of a Bank as
fully as though it were a Bank under Sections 1.14, 7.02, 7.03 and 9.02(d) and
may exercise any and all rights of set-off with respect to such participation as
fully as though the Borrower were directly indebted to the holder of such
participation for Loans in the amount of such participation; provided, however,
                                                             --------  ------- 
that no holder of a participation shall be entitled to any amounts that would
otherwise be payable to it with respect to its participation under Section 1.14
or 7.02 unless such amounts would have been payable to the Bank that granted
such participation if such participation had not been granted.

          Section 9.11.  Governing Law.  This Agreement and the Notes (including
                         -------------                                          
matters relating to the Maximum Permissible Rate) shall be construed in
accordance with and governed by the 

                                       44
<PAGE>
 
law of the State of New York (without giving effect to its choice of law
principles).

          Section 9.12.  Judicial Proceedings; Waiver of Jury Trial.  Any
                         ------------------------------------------      
judicial proceeding brought against the Borrower with respect to any Loan
Document Related Claim may be brought in any court of competent jurisdiction in
the City of New York, and, by execution and delivery of this Agreement, the
Borrower, to the extent permitted by Applicable Law, (a) accepts, generally and
unconditionally, the nonexclusive jurisdiction of such courts and any related
appellate court and irrevocably agrees to be bound by any judgment rendered
thereby in connection with any Loan Document Related Claim and (b) irrevocably
waives any objection it may now or hereafter have as to the venue of any such
proceeding brought in such a court or that such a court is an inconvenient
forum.  To the extent permitted by Applicable Law, the Borrower hereby waives
personal service of process and consents that service of process upon it may be
made by certified or registered mail, return receipt requested, at its address
specified or determined in accordance with the provisions of Section 9.01(b),
and service so made shall be deemed completed on the third Business Day after
such service is deposited in the mail.  Nothing herein shall affect the right of
the Administrative Agent, any Bank or any other Indemnified Person to serve
process in any other manner permitted by law or shall limit the right of the
Administrative Agent, any Bank or any other Indemnified Person to bring
proceedings against the Borrower in the courts of any other jurisdiction.  To
the extent permitted in accordance with Applicable Law (including Applicable Law
relating to jurisdiction and venue), any judicial proceeding by the Borrower
against the Administrative Agent or any Bank involving any Loan Document Related
Claim shall be brought only in a court located in the City and State of New
York.  THE BORROWER, EACH AGENT AND EACH BANK HEREBY WAIVE TRIAL BY JURY IN ANY
JUDICIAL PROCEEDING INVOLVING ANY LOAN DOCUMENT RELATED CLAIM.

          Section 9.13.  Reference Banks.  Each Reference Bank shall furnish to
                         ---------------                                       
the Administrative Agent timely information for the purpose of determining the
CD Rate and the Eurodollar Rate.  If any Reference Bank shall notify the
Administrative Agent that thenceforth it shall not be able to furnish such
information in a timely manner or shall assign all of its Loans or Commitment to
a Person that is not an Affiliate of such Reference Bank, the Administrative
Agent shall, with the consent of the Required Banks and after consultation with
the Borrower, appoint another Bank (which Bank, or, in the event that the long-
term deposits and debt securities of such Bank shall not be rated by a
nationally-recognized credit rating agency, the parent holding company in the
corporate group of which such Bank is a member, 

                                       45
<PAGE>
 
shall have a credit rating with respect to long-term deposits, or, if its long-
term deposits are not rated, its long-term debt securities from a nationally-
recognized credit rating agency substantially equivalent to the Bank, or the
parent holding company in the corporate group of which such Bank is a member,
being replaced) as a Reference Bank in place of such Reference Bank.

          Section 9.14.  Severability of Provisions.  Any provision of the Loan
                         --------------------------                            
Documents that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions thereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.  To the extent permitted by Applicable Law, the Borrower hereby
waives any provision of Applicable Law that renders any provision of the Loan
Documents prohibited or unenforceable in any respect.

          Section 9.15.  Counterparts.  This Agreement may be signed in any
                         ------------                                      
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto were upon the same instrument.

          Section 9.16.  Survival of Obligations.  Except as otherwise expressly
                         -----------------------                                
provided therein, the rights and obligations of the Borrower, the Administrative
Agent, the Banks and the other Indemnified Persons under Sections 1.14, 7.02,
7.03, 7.04, 8.05 and 9.02 shall survive the Repayment Date.

          Section 9.17.  Entire Agreement.  This Agreement and the Notes embody
                         ----------------                                      
the entire agreement among the Borrower, the Administrative Agent and the Banks
relating to the subject matter hereof and supersede all prior agreements,
representations and understandings, if any, relating to the subject matter
hereof.

          Section 9.18.  Successors and Assigns.  All of the provisions of this
                         ----------------------                                
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.


                            ARTICLE 10 INTERPRETATION
                                       --------------
          Section 10.01.  Defined Terms.  For the purposes of this Agreement:
                          -------------                                      

          "Adjusted CD Rate" means, for any Interest Period, a rate per annum
           ----------------                                                  
equal to the sum (rounded upward, if necessary, to 

                                       46
<PAGE>
 
the next higher 1/100 of 1%) of (a) the rate obtained by dividing (i) the CD
Rate for such Interest Period by (ii) a percentage equal to 1 minus the Reserve
Requirement in effect from time to time during such Interest Period plus (b) the
                                                                    ----
Assessment Rate in effect from time to time during such Interest Period.

          "Adjusted Eurodollar Rate" means, for any Interest Period, a rate per
           ------------------------                                            
annum (rounded upward, if necessary, to the next higher 1/16 of 1%) equal to the
rate obtained by dividing (a) the Eurodollar Rate for such Interest Period by
(b) a percentage equal to 1 minus the Reserve Requirement in effect from time to
time during such Interest Period.

          "Administrative Agent" means Chemical Bank, as administrative agent
           --------------------                                              
for the Banks under the Loan Documents, and any successor Administrative Agent
appointed pursuant to Section 8.07.

          "Administrative Agent's Office" means the address of the
           -----------------------------                          
Administrative Agent specified in or determined in accordance with the
provisions of Section 9.01(b).

          "Affiliate" means, with respect to a Person, any other Person that,
           ---------                                                         
directly or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, such first Person; unless
otherwise specified, "Affiliate" means an Affiliate of the Borrower.

          "Agent" means the Administrative Agent, the Documentation Agent or any
           -----                                                                
of the Managing Agents.

          "Agreement" means this Agreement, including all schedules, annexes and
           ---------                                                            
exhibits hereto.

          "Agreement Date" means the date set forth as such on the last
           --------------                                              
signature page hereof, being the date on which the Agreement shall have been
executed and delivered by the parties hereto and thereby become effective.

          "Alternate Base Rate" means, for any day, a rate per annum equal to
           -------------------                                               
the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds
Rate for such day plus 0.5%, and (c) the Base CD Rate on such day plus 1%.  For
purposes hereof:  "Base CD Rate" shall mean the sum of (a) the product of (i)
                   ------------                                              
the Three-Month Secondary CD Rate and (ii) a fraction, the numerator of which is
one and the denominator of which is one minus the Reserve Requirement in effect
on such day and (b) the Assessment Rate in effect on such day; and "Three-Month
                                                                    -----------
Secondary CD Rate" shall mean, for any day, the secondary market rate for three-
-----------------                                                              

                                       47
<PAGE>
 
month certificates of deposit reported as being in effect on such day (or, if
such day shall not be a Business Day, the next preceding Business Day) by the
Board of Governors of the Federal Reserve System (the "Board") through the
                                                       -----              
public information telephone line of the Federal Reserve Bank of New York (which
rate will, under the current practices of the Board, be published in Federal
Reserve Statistical Release H.15(519) during the week following such day), or,
if such rate shall not be so reported on such day or such next preceding
Business Day, the average of the secondary market quotations for three-month
certificates of deposit of major money center banks in New York City received at
approximately 10:00 A.M., New York City time, on such day (or, if such day shall
not be a Business Day, on the next preceding Business Day) by the Administrative
Agent from three New York City negotiable certificate of deposit dealers of
recognized standing selected by it.  Any change in the Alternate Base Rate due
to a change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal
Funds Rate shall be effective as of the opening of business on the effective day
of such change in the Prime Rate, the Three-Month Secondary CD Rate or the
Federal Funds Rate, respectively.

          "Applicable Law" means, anything in Section 9.11 to the contrary
           --------------                                                 
notwithstanding, (a) all applicable common law and principles of equity and (b)
all applicable provisions of all (i) constitutions, statutes, rules, regulations
and orders of governmental bodies, (ii) Governmental Approvals and (iii) orders,
decisions, judgments and decrees of all courts (whether at law or in equity or
admiralty) and arbitrators.

          "Assessment Rate" means, at any time, the rate determined by the
           ---------------                                                
Administrative Agent to be the average of the annual rate (rounded upwards, if
necessary, to the next higher 1/100th of 1%) then estimated by each of the
Reference Banks as the net annual assessment rate that will be employed in
determining the annual assessment payable by such bank to the Federal Deposit
Insurance Corporation (or any successor) for insuring domestic Dollar deposits
at such bank.

          "Attributable Letter of Credit" means, with respect to any
           -----------------------------                            
Participating Partner, a Letter of Credit issued on behalf of or otherwise
attributable to such Participating Partner, as indicated in such Letter of
Credit or otherwise communicated by the Borrower to or determined by the
Administrative Agent.  For purposes solely of the second sentence of Section
1.02(d), a Letter of Credit shall constitute an Attributable Letter of Credit of
a particular Participating Partner (the "Non-Increasing Partner")
notwithstanding that such Letter of Credit may have been issued on behalf of or
be otherwise attributable to another 

                                       48

<PAGE>
 
Participating Partner if such Letter of Credit was issued in lieu of an
Attributable Letter of Credit of the Non-Increasing Partner that would have had
to have been issued, renewed or increased to enable the Borrower to be in
compliance with Section 1.02(a) on any Letter of Credit Event Date but was in
fact not so issued, renewed or increased in compliance with this Agreement. In
the event that, at any time, more than one Letter of Credit shall have been
issued on behalf of or be otherwise attributable to a Participating Partner
(including as provided in the preceding sentence), such Letters of Credit, taken
as a whole, shall constitute the Attributable Letter of Credit of such
Participating Partner.

          "Availability Amount" means, at any time, the sum of the Available
           -------------------                                              
Letter of Credit Amount and the Available Cash Collateral Amount minus the sum
                                                                 -----        
of (a) the aggregate amount of accrued and unpaid interest on the outstanding
Loans at such time and accrued and unpaid fees payable under the Loan Documents
and (b) the aggregate amount of interest and fees that would accrue for the
three month period (or, if less, the period from the date of determination
through the date that is 30 days after the next Increase Date) commencing on the
date of determination, assuming such Loans remained outstanding during such
period and bore interest throughout such period at the weighted average rate
applicable to such Loans on the date of determination.

          "Available Cash Collateral Amount" means, at any time, the amount of
           --------------------------------                                   
cash collateral, if any, held pursuant to Section 1.16 hereof less such portion
thereof, if any, that would not be available to be applied at such time as a
result of the requirement set forth in Section 1.16 that applications of cash
collateral be made on a pro rata basis.

          "Available Letter of Credit Amount" means, at any time, the aggregate
           ---------------------------------                                   
undrawn face amount of all Letters of Credit at such time less such portion
thereof, if any, that would not be available to be drawn at such time as a
result of the requirement set forth in Section 1.02(d) that drawings under
Letters of Credit be made on a pro rata basis.

          "Bank" means (a) any Person listed on the signature pages hereof
           ----                                                           
following the Borrower and (b) any Person that has been assigned any or all of
the rights or obligations of a Bank pursuant to Section 9.10(a).

          "Bank Tax" means any Tax based on or measured by net income, any
           --------                                                       
franchise Tax and any doing business Tax imposed upon any Bank or any Agent by
any jurisdiction (or any political 

                                       49
<PAGE>
 
subdivision thereof) in which such Bank, such Agent or any Lending Office is
located.

          "Base Rate Loan" means any Loan the interest on which is, or is to be,
           --------------                                                       
as the context may require, computed on the basis of the Alternate Base Rate.

          "Borrower" means PrimeStar Partners, L.P., a Delaware limited
           --------                                                    
partnership.

          "Business Day" means any day other than a Saturday, Sunday or other
           ------------                                                      
day on which banks in New York City are authorized to close.

          "CD Rate" means, for any Interest Period, the rate per annum
           -------                                                    
determined by the Administrative Agent to be the average (rounded upward, if
necessary, to the next higher 1/100 of 1%) of the rates per annum determined,
respectively, by each Reference Bank to be the prevailing rate per annum
(similarly rounded) bid at approximately 10:00 a.m. (New York time) (or as soon
thereafter as is practicable) on the first day of such Interest Period by two or
more New York certificate of deposit dealers of recognized standing selected by
such Reference Bank for the purchase at face value of certificates of deposit of
such Reference Bank in the secondary market in an amount comparable to the
principal amount of the CD Rate Loan of such Reference Bank to which such
Interest Period applies and with a maturity comparable to such Interest Period.
If any Reference Bank is unable or otherwise fails to furnish the Administrative
Agent with appropriate rate information in a timely manner, the Administrative
Agent shall determine the CD Rate based on the rate information furnished by the
remaining Reference Banks.

          "CD Rate Loan" means any Loan the interest on which is, or is to be,
           ------------                                                       
as the context may require, computed on the basis of the Adjusted CD Rate.

          "Code" means the Internal Revenue Code of 1986.
           ----                                          

          "Collateral Account Agreement" means the Collateral Account Agreement
           ----------------------------                                        
in the form of Exhibit C.
               --------- 

          "Commitment" of any Bank means (a) the amount set forth opposite such
           ----------                                                          
Bank's name under the heading "Commitment" on Annex A or, in the case of a Bank
                                              -------                          
that becomes a Bank pursuant to an assignment, the amount of the assignor's
Commitment assigned to such Bank, in either case, as the same may be reduced
from time to time pursuant to Section 1.08 or increased or reduced from time to
time pursuant to assignments in accordance with Section 

                                       50
<PAGE>
 
9.10(a), or (b) as the context may require, the obligation of such Bank to make
Loans in an aggregate unpaid principal amount not exceeding such amount.

          "Contract" means (a) any agreement (whether bi-lateral or uni-lateral
           --------                                                            
or executory or non-executory, including an indenture, lease or license, (b) any
deed or other instrument of conveyance, (c) any certificate of incorporation or
charter and (d) any by-law.

          "Debt" means any Liability that constitutes "debt" or "Debt" under
           ----                                                             
section 101(11) of the Bankruptcy Code or under the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any analogous Applicable
Law.

          "Default" means any condition or event that constitutes an Event of
           -------                                                           
Default or that with the giving of notice or lapse of time or both would, unless
cured or waived, become an Event of Default, provided that any failure of the
                                             --------                        
Borrower to satisfy the payment obligation in the last sentence of Section
1.03(c) shall not constitute a Default prior to the third Business Day after the
day on which notice to the Borrower shall have been given as provided therein.

          "Documentation Agent" means The Bank of New York.
           -------------------                             

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

          "Domestic Lending Office" of any Bank means (a) the branch or office
           -----------------------                                            
of such Bank set forth below such Bank's name under the heading "Domestic
Lending Office" on Annex A or, in the case of a Bank that becomes a Bank
                   -------                                              
pursuant to an assignment, the branch or office of such Bank set forth under the
heading "Domestic Lending Office" in the Notice of Assignment given to the
Borrower and the Administrative Agent with respect to such assignment or (b)
such other branch or office of such Bank designated by such Bank from time to
time as the branch or office at which its Domestic Rate Loans are to be made or
maintained.  Each Bank may from time to time designate separate Domestic Lending
Offices for its Base Rate Loans and CD Rate Loans, in which case all references
to the Domestic Lending Office of such Bank shall be deemed to refer to either
or both of such Offices, as the context may require.

          "Domestic Rate Loan" means any CD Rate Loan or Base Rate Loan.
           ------------------                                           

                                       51


<PAGE>
 
          "Eurodollar Business Day" means any Business Day on which dealings in
           -----------------------                                             
Dollar deposits are carried on in the London interbank market and on which
commercial banks are open for domestic and international business (including
dealings in Dollar deposits) in London, England.

          "Eurodollar Lending Office" of any Bank means (a) the branch or office
           -------------------------                                            
of such Bank set forth below such Bank's name under the heading "Eurodollar
Lending Office" on Annex A or, in the case of a Bank that becomes a Bank
                   -------                                              
pursuant to an assignment, the branch or office of such Bank set forth under the
heading "Eurodollar Lending Office" in the Notice of Assignment given to the
Borrower and the Administrative Agent with respect to such assignment or (b)
such other branch or office of such Bank designated by such Bank from time to
time as the branch or office at which its Eurodollar Rate Loans are to be made
or maintained.

          "Eurodollar Rate" means, for any Interest Period, the rate per annum
           ---------------                                                    
determined by the Administrative Agent to be the average (rounded upward, if
necessary, to the next higher 1/16 of 1%) of the rates per annum determined,
respectively, by each Reference Bank to be the rate at which such Reference Bank
offered or would have offered to place with first-class banks in the London
interbank market deposits in Dollars in amounts comparable to the Eurodollar
Rate Loan of such Reference Bank to which such Interest Period applies, for a
period equal to such Interest Period, at 11:00 a.m. (London time) on the second
Eurodollar Business Day before the first day of such Interest Period.  If any
Reference Bank is unable or otherwise fails to furnish the Administrative Agent
with appropriate rate information in a timely manner, the Administrative Agent
shall determine the Eurodollar Rate based on the rate information furnished by
the remaining Reference Banks.

          "Eurodollar Rate Loan" means any Loan the interest on which is, or is
           --------------------                                                
to be, as the context may require, computed on the basis of the Adjusted
Eurodollar Rate.

          "Event of Default" means any of the events specified in Section 6.01.
           ----------------                                                    

          "Federal Funds Rate" means, for any day, 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, if such rate is not so published for any
day that is a Business Day, the average of quotations for such day on such
transactions received by Chemical Bank from 

                                       52


<PAGE>
 
three Federal funds brokers of recognized standing selected by such bank.

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

          "Generally Accepted Accounting Principles" means, at any time,
           ----------------------------------------                     
generally accepted accounting principles in effect in the United States at such
time.

          "Governmental Approval" means any authorization, consent, approval,
           ---------------------                                             
license or exemption of, registration or filing with, or report or notice to,
any governmental unit.

          "Increase Date" means any date on which the Required LC Amount is
           -------------                                                   
scheduled to increase in accordance with Schedule 10.01-(2).
                                         ------------------ 

          "Indemnified Person" means any Person that is, or at any time was, an
           ------------------                                                  
Agent, a Bank, an Affiliate of an Agent or a Bank or a director, officer,
employee or agent of any such Person.

          "Information" means data, certificates, reports, statements (excluding
           -----------                                                          
financial statements), documents and other information.

          "Interest Payment Date" means the last day of March, June, September
           ---------------------                                              
and December of each year.

          "Interest Period" means a period commencing, in the case of the first
           ---------------                                                     
Interest Period applicable to a Fixed Rate Loan, on the date of the making of,
or conversion into, such Loan, and, in the case of each subsequent, successive
Interest Period applicable thereto, on the last day of the immediately preceding
Interest Period, and ending, depending on the Type of Loan, in the case of
Eurodollar Interest Periods, on the same day in the first, second, third, sixth
or, if made available by each of the Banks, twelfth calendar month thereafter,
and, in the case of CD Interest Periods, on the day 30, 60, 90 or 180 days
thereafter, except that (a) any Interest Period that would otherwise end on a
day that is not a Business Day or, in the case of a Eurodollar Interest Period
or a CD Interest Period for CD Rate Loans being converted into Eurodollar Rate
Loans, a Eurodollar Business Day shall be extended to the next succeeding
Business Day or Eurodollar Business Day, as the case may be, unless, in the case
of a Eurodollar Interest Period, such Eurodollar Business Day falls in another
calendar month, in which case such Interest Period shall end on the next
preceding 

                                       53

<PAGE>
 
Eurodollar Business Day and (b) any Eurodollar Interest Period that begins on
the last Eurodollar Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month in which such
Interest Period ends) shall end on the last Eurodollar Business Day of a
calendar month.  "CD Interest Period" and "Eurodollar Interest Period" mean,
                  ------------------       --------------------------       
respectively, an Interest Period applicable to CD Rate Loans and Eurodollar Rate
Loans.

          "Issuing Bank" means, with respect to any Letter of Credit, the
           ------------                                                  
financial institution that is the issuer of such Letter of Credit.

          "Lending Office" of any Bank means the Domestic Lending Office or the
           --------------                                                      
Eurodollar Lending Office of such Bank.

          "Letter of Credit" means a letter of credit substantially in the form
           ----------------                                                    
of Exhibit B with such changes as the Managing Agents shall approve (which
   ---------                                                              
approval shall not be unreasonably withheld) (i) issued by an Issuing Bank that
has the Required LC Rating on the date of issuance of such Letter of Credit and
the date on which any commitment with respect thereto is delivered to the
Administrative Agent, and, if applicable, on each date on which such Letter of
Credit is renewed or increased and the date on which any commitment with respect
thereto is delivered to the Administrative Agent, (ii) issued for the account of
a Participating Partner or any entity that owns, directly or indirectly, 100% of
the capital stock or other equity interests of such Participating Partner (or
otherwise not referencing the account party), (iii) issued for the benefit of
the Administrative Agent on behalf of the Banks and (iv) having a term of not
less than one year (or such shorter period as may exist between the date of
issuance or renewal of such Letter of Credit and the next Increase Date or, if
applicable, the Termination Date).

          "Letter of Credit Event Date" means any date on which, whether as a
           ---------------------------                                       
result of the expiration of one or more Letters of Credit, the occurrence of an
Increase Date, or otherwise, the Letters of Credit will no longer, unless
existing Letters of Credit are renewed and/or increased, or replacement or
additional Letters of Credit are issued, as provided in Section 1.02(b), be in
an aggregate undrawn face amount equal to or greater than the greater of (a) the
Required LC Amount in effect on such date, and (b) the sum of (i) the aggregate
principal amount of outstanding Loans on such date, (ii) the aggregate amount of
accrued and unpaid interest thereon and accrued and unpaid fees payable under
the Loan Documents and (iii) the aggregate amount of interest and fees that
would accrue for the three month period (or, if less, 

                                       54


<PAGE>
 
the period from the date of determination through the date that is 30 days after
the next Increase Date) commencing on the date of determination, assuming such
Loans remained outstanding during such period and bore interest throughout such
period at the weighted average rate applicable to such Loans on the date of
determination.

          "Liability" of any Person means any indebtedness, liability,
           ---------                                                  
obligation, covenant or duty of or binding upon such Person or any of its
assets, of any kind, nature or description, direct or indirect, absolute or
contingent, due or not due, contractual or tortious, or liquidated or
unliquidated.

          "Loan" means any amount advanced by a Bank pursuant to Section 1.01.
           ----                                                               

          "Loan Document Related Claim" means any claim or dispute (whether
           ---------------------------                                     
arising under Applicable Law, including any "environmental" or similar law,
under Contract or otherwise and, in the case of any proceeding relating to any
such claim or dispute, whether civil, criminal, administrative or otherwise) in
any way arising out of, related to, or connected with, the Loan Documents, the
relationships established thereunder or any actions or conduct thereunder or
with respect thereto, whether such claim or dispute arises or is asserted before
or after the Agreement Date or before or after the Repayment Date.

          "Loan Documents" means (a) this Agreement, the Notes and the
           --------------                                             
Collateral Account Agreement and (b) all other agreements, documents and
instruments hereafter executed and delivered or otherwise provided pursuant to
which the obligations under any agreement, document or instrument referred to in
clause (a) are guaranteed or secured or, in the case of such security, evidenced
or perfected.  "Loan Document" shall not include any Letter of Credit.

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

          "Managing Agents" means The Bank of New York, Chemical Bank and
           ---------------                                               
Citibank, N.A.
 
          "Materially Adverse Effect" means, with respect to any Loan Document,
           -------------------------                                           
any adverse effect on the binding nature, validity or enforceability thereof as
an obligation of the Borrower.

          "Maximum Permissible Rate" means, with respect to interest payable on
           ------------------------                                            
any amount, the rate of interest on such amount that, if exceeded, could, under
Applicable Law, result in 

                                       55


<PAGE>
 
(a) civil or criminal penalties being imposed on the payee or (b) the payee's
being unable to enforce payment of (or, if collected, to retain) all or any part
of such amount or the interest payable thereon.

          "Note" means any promissory note in the form of Exhibit A.
           ----                                           --------- 

          "Notice of Assignment" means any notice to the Borrower and the
           --------------------                                          
Administrative Agent with respect to an assignment pursuant to Section 9.10(a)
in the form of Schedule 9.10(a).
               ---------------- 

          "Parent Company" means the Persons so designated on Schedule 10.01-
           --------------                                     --------------
(1).

          "Participating Partners" means the Persons so designated on Schedule
           ----------------------                                     --------
10.01-(1).
--------- 

          "Partner" means all limited and general partners of the Borrower.
           -------                                                         

          "Person" means any individual, sole proprietorship, corporation,
           ------                                                         
partnership, trust, unincorporated organization, mutual company, joint stock
company, estate, union, employee organization, government or any agency or
political subdivision thereof.

          "Post-Default Rate" means, with respect to principal of Loans, the
           -----------------                                                
rate otherwise applicable under Section 1.04(a) plus 2% and, with respect to any
other amounts payable under the Loan Documents, the Alternate Base Rate as in
effect for each day plus 2%.

          "Prime Rate" means the prime commercial lending rate of Chemical Bank,
           ----------                                                           
as publicly announced to be in effect from time to time.  The Prime Rate shall
be adjusted automatically, without notice, on the effective date of any change
in such prime commercial lending rate.  The Prime Rate is not necessarily
Chemical Bank's lowest rate of interest.

          "Project" means the project to construct and launch up to two
           -------                                                     
Satellites pursuant to the Satellite Construction Contract and the other Project
Documents.

          "Project Documents" means the Satellite Construction Contract and all
           -----------------                                                   
related agreements, instruments and documents (i) to which the Borrower or Tempo
is a party  or (ii) which are known to the Borrower and in which the Borrower,
directly or indirectly, has rights (excluding rights which the Borrower has,

                                       56


<PAGE>
 
directly or indirectly, through Loral) and which are, in each such case,
material to the completion of the Project and the Borrower's interest therein
(including, but not limited to, the letter agreements dated July 30, 1993
between Tempo and the Borrower relating to the DBSS and FSS satellite systems).
"Project Documents" shall not include the Loan Documents or the Letters of
Credit.

          "Reference Banks" means The Bank of New York, Chemical Bank and
           ---------------                                               
Citibank, N.A., and any replacement Reference Bank appointed pursuant to Section
9.13.

          "Regulation D" means Regulation D of the Board of Governors of the
           ------------                                                     
Federal Reserve System.

          "Regulation U" means Regulation U of the Board of Governors of the
           ------------                                                     
Federal Reserve System.

          "Regulatory Change" means any Applicable Law, interpretation,
           -----------------                                           
directive, request or guideline (whether or not having the force of law), or any
change therein or in the administration or enforcement thereof, that becomes
effective or is implemented or first required or expected to be complied with
after the Agreement Date, whether the same is (a) the result of an enactment by
a government or any agency or political subdivision thereof, a determination of
a court or regulatory authority, or otherwise or (b) enacted, adopted, issued or
proposed before or after the Agreement Date, including any such that imposes,
increases or modifies any Tax, reserve requirement, insurance charge, special
deposit requirement, assessment or capital adequacy requirement, but excluding
any such that imposes, increases or modifies any Bank Tax.

          "Repayment Date" means the later of (a) the termination of the
           --------------                                               
Commitments (whether as a result of the occurrence of the Termination Date,
reduction to zero pursuant to Section 1.08 or termination pursuant to Section
1.08 or 6.02) and (b) the payment in full of the Loans and all other amounts
payable or accrued hereunder.

          "Representation and Warranty" means any representation or warranty
           ---------------------------                                      
made or deemed to be made by the Borrower pursuant to or under Section 2.02,
Article 3, Section 5.02 or any other provision of this Agreement or the
Collateral Account Agreement, WHETHER OR NOT (EXCEPT TO THE EXTENT OTHERWISE
EXPRESSLY PROVIDED) THE INFORMATION THAT IS THE SUBJECT MATTER THEREOF IS WITHIN
THE KNOWLEDGE OF THE BORROWER.

                                       57


<PAGE>
 
          "Required Banks" means, at any time, Banks having not less than 51% of
           --------------                                                       
the Loans outstanding or, if there are no Loans outstanding, not less than 51%
of the aggregate amount of the Commitments.

          "Required LC Amount" means, at any time during any period specified in
           ------------------                                                   
Schedule 10.01-(2), the total Letter of Credit amount set forth for such period
------------------                                                             
on Schedule 10.01-(2) (as the same may be reduced from time to time as provided
   ------------------                                                          
in Section 1.08(a)), minus, in each case, the Available Cash Collateral Amount.
Without limiting the foregoing, the increased Required LC Amount scheduled to
take effect on an Increase Date shall take effect at the Administrative Agent's
opening of business in the Administrative Agent's Office on such Increase Date.

          "Required LC Rating" means, with respect to an Issuing Bank, a minimum
           ------------------                                                   
rating with respect to long-term deposits (or, if such Issuing Bank has no such
rating, long-term senior unsecured debt) of such Issuing Bank of A (or an
equivalent rating) by two nationally recognized statistical rating
organizations.

          "Reserve Requirement" means, at any time, the then current maximum
           -------------------                                              
rate for which reserves (including any marginal, supplemental or emergency
reserve) are required to be maintained under Regulation D by member banks of the
Federal Reserve System in New York City with deposits exceeding five billion
Dollars against (a) in the case of a Base Rate or CD Rate Loan, negotiable
certificates of deposit in an amount of $100,000 or more with an overnight term
in the case of Base Rate Loans or a term comparable to the Interest Period
applicable to such Loan in the case of CD Rate Loans and (b) in the case of a
Eurodollar Rate Loan, "Eurocurrency liabilities", as that term is used in
Regulation D.  The Adjusted CD and Adjusted Eurodollar Rates shall be adjusted
automatically on and as of the effective date of any change in the applicable
Reserve Requirement.

          "Satellites" means the satellites to be constructed and launched
           ----------                                                     
pursuant to the Satellite Construction Contract and the other Project Documents,
with either (i) thirty-two 107-watt Ku-band transponders on board or (ii) if
Tempo or the Borrower shall so elect, sixteen 200-watt Ku-band transponders on
board.

          "Satellite Construction Contract" means (i) until the date upon which
           -------------------------------                                     
the Borrower or Tempo elects to proceed to construct the Satellites for the
benefit of the Borrower under either (a) Contract No. TPO-1-290 by and between
Tempo and Loral for Tempo Direct Broadcast Satellite System (the "DBSS
Contract") or (b) Contract No. TPO-1-693 by and between Tempo and Loral for
Tempo Fixed Satellite Systems (the "FSS Contract"), the DBSS 

                                       58


<PAGE>
 
Contract and the FSS Contract, and (ii) on and after such date, the DBSS
Contract or the FSS Contract, as the case may be, under which the Satellites are
being constructed for the benefit of the Borrower pursuant to such election.

          "Tax" means any Federal, State or foreign tax, assessment or other
           ---                                                              
governmental charge or levy (including any withholding tax) upon a Person or
upon its assets, revenues, income or profits.

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

          "Termination Date" means June 30, 1997.
           ----------------                      

          "Type" means, with respect to Loans, any of the following, each of
           ----                                                             
which shall be deemed to be a different "Type" of Loan:  Base Rate Loans, CD
Rate Loans having a 30-day Interest Period, CD Rate Loans having a 60-day
Interest Period, CD Rate Loans having a 90-day Interest Period, CD Rate Loans
having a 180-day Interest Period, Eurodollar Rate Loans having a one-month
Interest Period, Eurodollar Rate Loans having a two-month Interest Period,
Eurodollar Rate Loans having a three-month Interest Period, Eurodollar Rate
Loans having a six-month Interest Period and Eurodollar Rate Loans having a
twelve-month Interest Period.  Any CD Rate Loan or Eurodollar Rate Loan having
an Interest Period with a duration that differs from the duration specified for
a Type of CD Rate Loan or Eurodollar Rate Loan, as the case may be, listed above
solely as a result of the operation of clauses (a) and (b) of the definition of
"Interest Period" shall be deemed to be a Loan of such above-listed Type
notwithstanding such difference in duration of Interest Periods.

          Section 10.02.  Other Interpretive Provisions.  (a)  Except as
                          -----------------------------                 
otherwise specified herein, all references herein (i) to any Person shall be
deemed to include such Person's successors and assigns, (ii) to any Applicable
Law defined or referred to herein shall be deemed references to such Applicable
Law or any successor Applicable Law as the same may have been or may be amended
or supplemented from time to time and (iii) to any Loan Document or Contract
defined or referred to herein shall be deemed references to such Loan Document
or Contract (and, in the case of any Note or any other instrument, any
instrument issued in substitution therefor) as the terms thereof may have been
or may be amended, supplemented, waived or otherwise modified from time to time.

          (b)  When used in this Agreement, the words "herein", "hereof" and
"hereunder" and words of similar import shall refer 

                                       59


<PAGE>
 
to this Agreement as a whole and not to any provision of this Agreement, and the
words "Article", "Section", "Annex", "Schedule" and "Exhibit" shall refer to
Articles and Sections of, and Annexes, Schedules and Exhibits to, this Agreement
unless otherwise specified.

          (c)  Whenever the context so requires, the neuter gender includes the
masculine or feminine, the masculine gender includes the feminine, and the
singular number includes the plural, and vice versa.

          (d)  Any item or list of items set forth following the word
"including", "include" or "includes" is set forth only for the purpose of
indicating that, regardless of whatever other items are in the category in which
such item or items are "included", such item or items are in such category, and
shall not be construed as indicating that the items in the category in which
such item or items are "included" are limited to such items or to items similar
to such items.

          (e)  Each authorization in favor of any Agent, the Banks or any other
Person granted by or pursuant to this Agreement shall be deemed to be
irrevocable and coupled with an interest.

          Section 10.03.  Accounting Matters.  Unless otherwise specified
                          ------------------                             
herein, all accounting determinations hereunder and all computations utilized by
the Borrower in complying with the covenants contained herein shall be made, all
accounting terms used herein shall be interpreted, and all financial statements
required to be delivered hereunder shall be prepared, in accordance with
Generally Accepted Accounting Principles.

          Section 10.04.  Representations and Warranties.  All Representations
                          ------------------------------                      
and Warranties shall be deemed made (a) in the case of any Representation and
Warranty contained in this Agreement at the time of its initial execution and
delivery, at and as of the Agreement Date, (b) in the case of any Representation
and Warranty contained in this Agreement or any other document at the time any
Loan is made, at and as of such time and (c) in the case of any particular
Representation and Warranty, wherever contained, at such other time or times as
such Representation and Warranty is made or deemed made in accordance with the
provisions of this Agreement or the document pursuant to, under or in connection
with which such Representation and Warranty is made or deemed made.

          Section 10.05.  Captions.  Captions to Articles, Sections and
                          --------                                     
subsections of, and Annexes, Schedules and Exhibits 

                                       60


<PAGE>
 
to, this Agreement are included for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose or in any way affect
the meaning or construction of any provision of this Agreement.

          Section 10.06.  Interpretation of Related Documents.  Except as
                          -----------------------------------            
otherwise specified therein, terms that are defined herein that are used in
Notes or the Collateral Account Agreement or certificates, opinions and other
documents in the forms of the Schedules attached hereto delivered in connection
herewith shall have the meanings ascribed to them herein and such documents
shall be otherwise interpreted in accordance with the provisions of this Article
10.

                                       61
<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers all as of the Agreement Date.

                                 PRIMESTAR PARTNERS, L.P.


                              By _____________________________
                                 Name:
                                 Title:


                              CHEMICAL BANK,
                               as Administrative Agent, as a
                               Managing Agent and as a Bank


                              By _____________________________
                                 Name:
                                 Title:


                              THE BANK OF NEW YORK, as Documentation Agent, as a
                                 Managing Agent and as a Bank


                              By _____________________________
                                 Name:
                                 Title:


                              CITIBANK, N.A.,
                                as a Managing Agent and
                                as a Bank


                              By _____________________________
                                 Name:
                                 Title:


                              BANK OF AMERICA NATIONAL TRUST
                                 AND SAVINGS ASSOCIATION


                              By _____________________________
                                 Name:
                                 Title:

                                       62

<PAGE>
 
                              THE FIRST NATIONAL BANK OF BOSTON
 

                              By _____________________________
                                 Name:
                                 Title:
 

                              BANK OF HAWAII
 

                              By _____________________________
                                 Name:
                                 Title:


                              BANK OF MONTREAL


                              By _____________________________
                                 Name:
                                 Title:
 

                              THE BANK OF NOVA SCOTIA


                              By _____________________________
                                 Name:
                                 Title:


                              THE BANK OF TOKYO TRUST COMPANY


                              By _____________________________
                                 Name:
                                 Title:
 

                              BANQUE NATIONALE DE PARIS

                                       63
<PAGE>
 
                              By _____________________________
                                 Name:
                                 Title:


                              CANADIAN IMPERIAL BANK OF COMMERCE


                              By _____________________________
                                 Name:
                                 Title:
    
                              CREDIT LYONNAIS NEW YORK BRANCH
 

                              By _____________________________
                                 Name:
                                 Title:


                              CRESTAR BANK


                              By _____________________________
                                 Name:
                                 Title:
 

                              DEUTSCHE BANK AG NEW YORK AND/OR
                              CAYMAN ISLANDS BRANCH


                              By _____________________________
                                 Name:
                                 Title:


                              By _____________________________
                                 Name:
                                 Title:


                              THE FUJI BANK, LIMITED, LOS ANGELES
                              AGENCY


                              By _____________________________
                                 Name:
                                 Title:

                                       64
<PAGE>
 
                              THE INDUSTRIAL BANK OF JAPAN,
LIMITED


                              By _____________________________
                                 Name:
                                 Title:

 
                              LTCB TRUST COMPANY


                              By _____________________________
                                 Name:
                                 Title:

                              MELLON BANK, N.A.


                              By _____________________________
                                 Name:
                                 Title:


                              NATIONSBANK OF TEXAS, N.A.


                              By _____________________________
                                 Name:
                                 Title:
 
 
                              THE NIPPON CREDIT BANK, LTD.


                              By _____________________________
                                 Name:
                                 Title:

 
                              PNC BANK, NATIONAL ASSOCIATION


                              By _____________________________
                                 Name:
                                 Title:

                                       65
<PAGE>
 
                              ROYAL BANK OF CANADA


                              By _____________________________
                                 Name:
                                 Title:


                              SHAWMUT BANK, N.A.


                              By _____________________________
                                 Name:
                                 Title:

 
                              SOCIETE GENERALE


                              By _____________________________
                                 Name:
                                 Title:

                              THE SUMITOMO BANK, LIMITED,
                                 NEW YORK BRANCH
 

                              By _____________________________
                                 Name:
                                 Title:



                              Agreement Date:  ________ __, 1994

                                       66

<PAGE>
 
                                                                         ANNEX A



Banks, Lending Offices
 and Notice Addresses                              Commitment
----------------------                             ----------

THE BANK OF NEW YORK                               $33,000,000.00


Domestic Lending Office:

The Bank of New York
One Wall Street
New York, NY  10286


Eurodollar Lending Office:

The Bank of New York
One Wall Street
New York, NY  10286


Notice Address:

The Bank of New York
One Wall Street
New York, NY  10286

Telecopy No.:  (212) 635-8595/8593
Telephone No.: (212) 635-8843

Attention:  Jim Whitaker

<PAGE>
 
Banks, Lending Offices
 and Notice Addresses                              Commitment
----------------------                             ----------

CHEMICAL BANK                                      $33,000,000.00


Domestic Lending Office:

Chemical Bank
270 Park Avenue
New York, NY  10017


Eurodollar Lending Office:

Chemical Bank
270 Park Avenue
New York, NY  10017


Notice Address:

Chemical Bank
270 Park Avenue
New York, NY  10017

Telecopy No.:  (212) 270-2056/3942
Telephone No.: (212) 270-4683/4145

Attention:  M. Elizabeth Mason
          J. Cheryl Boucher
          Margaret Harvey

                                       2
<PAGE>
 
Banks, Lending Offices
 and Notice Addresses                              Commitment
----------------------                             ----------

CITIBANK, N.A.                                     $33,000,000.00


Domestic Lending Office:

Citibank, N.A.
399 Park Avenue
New York, NY  10043


Eurodollar Lending Office:

Citibank, N.A.
399 Park Avenue
New York, NY  10043


Notice Address:

Citibank, N.A.
399 Park Avenue
New York, NY  10043

Telecopy No.:  (212) 793-6873
Telephone No.: (212) 559-8564

Attention:  Eric Huttner
                                       3
<PAGE>
 
Banks, Lending Offices
 and Notice Addresses                                 Commitment
----------------------                                ----------

BANK OF AMERICA NATIONAL TRUST                        $24,000,000
AND SAVINGS ASSOCIATION


Domestic Lending Office:

Bank of America National Trust
and Savings Association
1850 Gateway Boulevard
Concord, CA  94520

Attention:  Account Administrator


Eurodollar Lending Office:

Bank of America National Trust
and Savings Association
1850 Gateway Boulevard
Concord, CA  94520

Attention:  Account Administrator


Notice Address:

Bank of America National Trust
and Savings Association
Entertainment/Media Group
335 Madison Avenue, 5th Floor
New York, NY  10017

Telecopy No.:  (212) 503-7173
Telephone No.: (212) 503-8352

Attention:  Barry Dunn

                                       4
<PAGE>
 
Banks, Lending Offices
 and Notice Addresses                              Commitment
----------------------                             ----------

THE FIRST NATIONAL BANK OF BOSTON                  $24,000,000


Domestic Lending Office:

The First National Bank of Boston
Media and Entertainment Department
100 Federal Street
MSN  01-04-01
Boston, MA  02110


Eurodollar Lending Office:

The First National Bank of Boston
Media and Entertainment Department
100 Federal Street
MSN  01-04-01
Boston, MA  02110


Notice Address:

The First National Bank of Boston
Media and Entertainment Department
100 Federal Street
MSN  01-04-01
Boston, MA  02110

Telecopy No.:  (617) 434-3401
Telephone No.: (617) 434-5335

Attention:  Maureen Forrester

                                       5
<PAGE>
 
Banks, Lending Offices
 and Notice Addresses                              Commitment
----------------------                             ----------

BANK OF HAWAII                                     $13,750,000


Domestic Lending Office:

Bank of Hawaii
130 Merchant Street
Honolulu, HI  96813


Eurodollar Lending Office:

Bank of Hawaii
130 Merchant Street
Honolulu, HI  96813


Notice Address:

Bank of Hawaii
130 Merchant Street
Honolulu, HI  96813

Telecopy No.:  (808) 537-8301
Telephone No.: (808) 537-8433

Attention:  Curtis Chin

                                       6
<PAGE>
 
Banks, Lending Offices
 and Notice Addresses                              Commitment
----------------------                             ----------

BANK OF MONTREAL                                   $13,750,000


Domestic Lending Office:

Harris Trust & Savings Association
Chicago, IL  60603
ABA#  07100 288


Eurodollar Lending Office:

Harris Trust & Savings Association
Chicago, IL  60603
ABA#  07100 288


Notice Address:

Bank of Montreal
430 Park Avenue, 16th Floor
New York, NY  10022

Telecopy No.:  (212) 605-1648
Telephone No.: (212) 605-1615

Attention:  Gretchen Shugart/Toshie Y. Davis

                                       7
<PAGE>
 
Banks, Lending Offices
 and Notice Addresses                              Commitment
----------------------                             ----------

THE BANK OF NOVA SCOTIA                            $28,000,000


Domestic Lending Office:

The Bank of Nova Scotia
1 Liberty Plaza, 26th Floor
New York, NY  10006


Eurodollar Lending Office:

The Bank of Nova Scotia
1 Liberty Plaza, 26th Floor
New York, NY  10006


Notice Address:

The Bank of Nova Scotia
1 Liberty Plaza, 26th Floor
New York, NY  10006

Telecopy No.:  (212) 225-5090/5091
Telephone No.: (212) 225-5079

Attention:  Roy Pottle

                                       8
<PAGE>
 
Banks, Lending Offices
 and Notice Addresses                                   Commitment
----------------------                                  ----------

THE BANK OF TOKYO TRUST COMPANY                         $28,000,000


Domestic Lending Office:

The Bank of Tokyo Trust Company
National Banking Department
1251 Avenue of the Americas
New York, NY  10116-3138

Eurodollar Lending Office:

The Bank of Tokyo Trust Company
National Banking Department
1251 Avenue of the Americas
New York, NY  10116-3138


Notice Address:

The Bank of Tokyo Trust Company
National Banking Department
1251 Avenue of the Americas
New York, NY  10116-3138

Telecopy No.:  (212) 782-6440
Telephone No.: (212) 782-4324

Attention:  Charles Poer

                                       9

<PAGE>
 
Banks, Lending Offices
 and Notice Addresses                              Commitment
----------------------                             ----------

BANQUE NATIONALE DE PARIS                          $13,750,000


Domestic Lending Office:

Banque Nationale de Paris
Corporate Banking
725 South Figueroa Street
Los Angeles, CA  90017


Eurodollar Lending Office:

Banque Nationale de Paris
Corporate Banking
725 South Figueroa Street
Los Angeles, CA  90017


Notice Address:

Banque Nationale de Paris
Corporate Banking
725 South Figueroa Street
Los Angeles, CA  90017

Telecopy No.:  (213) 488-9602
Telephone No.: (213) 488-9120

Attention:  Janice Ho

                                      10
<PAGE>
 
Banks, Lending Offices
 and Notice Addresses                                   Commitment
----------------------                                  ----------

CANADIAN IMPERIAL BANK OF COMMERCE                      $24,000,000


Domestic Lending Office:

Canadian Imperial Bank of Commerce
2727 Paces Ferry Road
Suite 1200
Atlanta, GA  30339


Eurodollar Lending Office:

Canadian Imperial Bank of Commerce
2727 Paces Ferry Road
Suite 1200
Atlanta, GA  30339

Telecopy No.:  (404) 319-4950
Telephone No.: (404) 319-4840

Attention:  Layne Carson


Notice Address:

Canadian Imperial Bank of Commerce
425 Lexington Avenue
New York, NY  10017

Telecopy No.:  (212) 856-3558
Telephone No.: (212) 856-3862

Attention:  Lelia Kelly

                                      11
<PAGE>
 
Banks, Lending Offices
 and Notice Addresses                                   Commitment
----------------------                                  ----------

CREDIT LYONNAIS NEW YORK BRANCH                         $28,000,000


Domestic Lending Office:

Credit Lyonnais New York Branch
1301 Avenue of the Americas
New York, NY 10019


Eurodollar Lending Office:

Credit Lyonnais New York Branch
1301 Avenue of the Americas
New York, NY 10019


Notice Address:

Credit Lyonnais New York Branch
1301 Avenue of the Americas
New York, NY 10019

Telecopy No.:  (212) 459-3179
Telephone No.: (212) 261-7343

Attention:  Silvana Burdick


                                      12
<PAGE>
 
Banks, Lending Offices
 and Notice Addresses                              Commitment
----------------------                             ----------

CRESTAR BANK                                       $13,750,000


Domestic Lending Office:

Crestar Bank
919 East Main Street
Richmond, VA  23219-6665


Eurodollar Lending Office:

Crestar Bank
919 East Main Street
Richmond, VA  23219-6665


Notice Address:

Crestar Bank
919 East Main Street
Richmond, VA  23219-6665

Telecopy No.:  (804) 782-5413
Telephone No.: (804) 782-5833

Attention:  Thomas C. Palmer

                                      13
<PAGE>
 
Banks, Lending Offices
 and Notice Addresses                                        Commitment
----------------------                                       ----------

DEUTSCHE BANK AG NEW YORK AND/OR                             $24,000,000
CAYMAN ISLANDS BRANCH


Domestic Lending Office:

Deutsche Bank AG New York
Branch
31 West 52nd Street
New York, NY  10019


Eurodollar Lending Office:

Deutsche Bank AG Cayman Islands
Branch
31 West 52nd Street
New York, NY  10019


Notice Address:

Deutsche Bank AG New York and/or
 Cayman Islands Branch
31 West 52nd Street
New York, NY  10019

Telecopy No.:  (212) 474-8236
Telephone No.: (212) 474-8212

Attention:  Carolynn Longworth/Solveigh Marcks


                                      14
<PAGE>
 
Banks, Lending Offices
 and Notice Addresses                              Commitment
----------------------                             ----------

THE FUJI BANK, LIMITED,                            $24,000,000
LOS ANGELES AGENCY


Domestic Lending Office:

The Fuji Bank, Limited,
Los Angeles Agency
333 South Grand Avenue
Los Angeles, CA  90071


Eurodollar Lending Office:

The Fuji Bank, Limited,
Los Angeles Agency
333 South Grand Avenue
Los Angeles, CA  90071


Notice Address:

The Fuji Bank, Limited,
Los Angeles Agency
333 South Grand Avenue
Los Angeles, CA  90071

Telecopy No.:  (213) 253-4198
Telephone No.: (213) 253-4186

Attention:  Elly Whalen

                                      15
<PAGE>
 
Banks, Lending Offices
 and Notice Addresses                              Commitment
----------------------                             ----------

THE INDUSTRIAL BANK OF JAPAN, LIMITED              $24,000,000
 

Domestic Lending Office:

The Industrial Bank of Japan, Limited
245 Park Avenue
New York, NY  10167


Eurodollar Lending Office:

The Industrial Bank of Japan, Limited
245 Park Avenue
New York, NY  10167


Notice Address:

The Industrial Bank of Japan, Limited
245 Park Avenue
New York, NY  10167

Telecopy No.:  (212) 682-2870
Telephone No.: (212) 309-6498

Attention:  Jeff Cole


                                      16
<PAGE>
 
Banks, Lending Offices
 and Notice Addresses                              Commitment
----------------------                             ----------

LTCB TRUST COMPANY                                 $28,000,000
 

Domestic Lending Office:

LTCB Trust Company
165 Broadway, 49th Floor
New York, NY 10006


Eurodollar Lending Office:

LTCB Trust Company
165 Broadway, 49th Floor
New York, NY 10006


Notice Address:

LTCB Trust Company
165 Broadway, 49th Floor
New York, NY 10006

Telecopy No.:  (212) 608-2371
Telephone No.: (212) 335-4561

Attention:  Ryan Tyler

                                      17
<PAGE>
 
Banks, Lending Offices
 and Notice Addresses                              Commitment
----------------------                             ----------

MELLON BANK, N.A.                                  $13,750,000
 

Domestic Lending Office:

Mellon Bank, N.A.
One Mellon Bank Center
500 Grant Street
Pittsburgh, PA  15258


Eurodollar Lending Office:

Mellon Bank, N.A.
One Mellon Bank Center
500 Grant Street
Pittsburgh, PA  15258

Notice Address:

Mellon Bank, N.A.
One Mellon Bank Center
500 Grant Street
Pittsburgh, PA  15258

Telecopy No.:  (412) 236-6375
Telephone No.: (412) 234-2472

Attention:  Maribeth Donnelly

                                      18
<PAGE>
 
Banks, Lending Offices
 and Notice Addresses                              Commitment
----------------------                             ----------

NATIONSBANK OF TEXAS, N.A.                         $13,750,000
 

Domestic Lending Office:

Nationsbank of Texas, N.A.
901 Main Street, 67th Floor
Dallas, TX  75202


Eurodollar Lending Office:

Nationsbank of Texas, N.A.
901 Main Street, 67th Floor
Dallas, TX  75202


Notice Address:

Nationsbank of Texas, N.A.
901 Main Street, 67th Floor
Dallas, TX  75202

Telecopy No.:  (214) 508-0980
Telephone No.: (214) 508-0921

Attention:  Brian Corum

                                      19
<PAGE>
 
Banks, Lending Offices
 and Notice Addresses                              Commitment
----------------------                             ----------

PNC BANK, NATIONAL ASSOCIATION                     $24,000,000
 

Domestic Lending Office:

PNC Bank, National Association
Broad & Chestnut Street
Philadelphia, PA  19101


Eurodollar Lending Office:

PNC Bank, National Association
Broad & Chestnut Street
Philadelphia, PA  19101


Notice Address:

PNC Bank, National Association
Broad & Chestnut Street
Philadelphia, PA  19101

Telecopy No.:  (215) 585-6880
Telephone No.: (215) 585-6468

Attention:  Marlene Dooner


                                      20
<PAGE>
 
Banks, Lending Offices
 and Notice Addresses                              Commitment
----------------------                             ----------

ROYAL BANK OF CANADA                               $13,750,000
 

Domestic Lending Office:

Royal Bank of Canada
Financial Square
New York, NY  10005-3531


Eurodollar Lending Office:

Royal Bank of Canada
Financial Square
New York, NY  10005-3531


Notice Address:

Royal Bank of Canada
Financial Square
New York, NY  10005-3531

Telecopy No.:  (212) 428-6460
Telephone No.: (212) 428-6288

Attention:  Barbara Meijer


                                      21
<PAGE>
 
Banks, Lending Offices
 and Notice Addresses                              Commitment
----------------------                             ----------

SHAWMUT BANK, N.A.                                 $24,000,000
 

Domestic Lending Office:

Shawmut Bank, N.A.
777 Main Street, MSN 397
Hartford, CT  06115


Eurodollar Lending Office:

Shawmut Bank, N.A.
777 Main Street, MSN 397
Hartford, CT  06115


Notice Address:

Shawmut Bank, N.A.
777 Main Street, MSN 397
Hartford, CT  06115

Telecopy No.:  (203) 986-5367
Telephone No.: (203) 986-5612

Attention:  Barbara Hillmeyer


                                      22
<PAGE>
 
Banks, Lending Offices
 and Notice Addresses                              Commitment
----------------------                             ----------

SOCIETE GENERALE                                   $24,000,000
 

Domestic Lending Office:

Societe Generale
50 Rockefeller Plaza
New York, NY  10020


Eurodollar Lending Office:

Societe Generale
50 Rockefeller Plaza
New York, NY  10020


Notice Address:

Credit Contact:

     Societe Generale
     50 Rockefeller Plaza
     New York, NY  10020

     Telecopy No.:  (212) 830-6240
     Telephone No.: (212) 830-6148

     Attention:  Bryan Peterman

Operations Contact:

     Societe Generale
     50 Rockefeller Plaza
     New York, NY  10020

     Telecopy No.:  (212) 830-6240
     Telephone No.: (212) 830-6482

     Attention:  Kris Schiavone


                                      23
<PAGE>
 
Banks, Lending Offices
 and Notice Addresses                              Commitment
----------------------                             ----------

THE SUMITOMO BANK, LIMITED,                        $28,000,000
NEW YORK BRANCH

Domestic Lending Office:

The Sumitomo Bank, Limited,
New York Branch
One World Trade Center
Suite 9651
New York, NY  10048


Eurodollar Lending Office:

The Sumitomo Bank, Limited,
New York Branch
One World Trade Center
Suite 9651
New York, NY  10048


Notice Address:

The Sumitomo Bank, Limited,
New York Branch
One World Trade Center
Suite 9651
New York, NY  10048

Telecopy No.:  (212) 524-0612
Telephone No.: (212) 553-1832

Attention:  Leo Pagarigan

                                      24
<PAGE>
 
Banks, Lending Offices
 and Notice Addresses                              Commitment
----------------------                             ----------

THE NIPPON CREDIT BANK, LTD.                       $13,750,000*/
                                                              - 


Domestic Lending Office:

The Nippon Credit Bank, Ltd.
245 Park Avenue, 30th Floor
New York, NY  10167


Eurodollar Lending Office:

The Nippon Credit Bank, Ltd.
245 Park Avenue, 30th Floor
New York, NY  10167


Notice Address:

The Nippon Credit Bank, Ltd.
245 Park Avenue, 30th Floor
New York, NY  10167

Telecopy No.:  (212) 490-2867
Telephone No.: (212) 984-1343

Attention:  Peter Griffith
20066381.10



-------------------
*.  Pursuant to an assignment by the Managing Agents dated as of March 10, 1994.


                                      25


<PAGE>
 
                                                                  EXECUTION COPY

                                AMENDMENT NO. 1

                         dated as of November 21, 1994

                                      to

                               CREDIT AGREEMENT

                           dated as of March 9, 1994



          THIS AMENDMENT NO. 1 (this "Amendment"), dated as of November 21,
1994, among PRIMESTAR PARTNERS, L.P., a Delaware limited partnership (the
"Borrower"), the banks listed on the signature pages hereof (the "Banks") and
CHEMICAL BANK, as Administrative Agent (the "Agent") (with capitalized terms
used herein and not otherwise defined having the meaning ascribed thereto in the
Credit Agreement hereinafter referred to),


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


          WHEREAS, the Borrower, the Banks, The Bank of New York, Chemical Bank
and Citibank, N.A., as Managing Agents, The Bank of New York, as Documentation
Agent and the Agent have entered into a Credit Agreement dated as of March 9,
1994 (the "Credit Agreement"); and

          WHEREAS, the Borrower has requested, and the Banks and the Agent have
agreed to, the amendment to the Credit Agreement more fully set forth in this
Amendment; and

          WHEREAS, such amendment shall be of benefit, either directly or
indirectly, to the Borrower,

          NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Borrower, the Banks and the Agent agree as follows:

          1.  Amendment.  Upon and after the Amendment Effective Date (as
              ---------                                                  
defined in Section 3 below), the existing Schedule 10.01-(2) shall be replaced
in its entirety with a new Schedule 10.01-(2) in the form of Annex A attached
hereto.

          2.  Representations and Warranties.  In order to 
              ------------------------------                                  
<PAGE>
 
induce the Banks toagree to amend the Credit Agreement, the Borrower makes the
following representations and warranties which shall survive the execution and
delivery of this Amendment:

          (a) No Default has occurred and is continuing; and

          (b) Each of the representations and warranties set forth in Article 3
     of the Credit Agreement are true and correct as though such representations
     and warranties were made at and as of the Amendment Effective Date (as
     defined in Section 3 below) except to the extent that any such
     representations or warranties are made as of a specified date or with
     respect to a specified period of time, in which case such representations
     and warranties shall be made as of such specified date or with respect to
     such specified period.  Each of the representations and warranties made
     under the Credit Agreement (including those made herein) shall survive to
     the extent provided therein and not be waived by the execution and delivery
     of this Amendment.

          3.   Amendment Effective Date.  This Amendment shall become effective
               ------------------------                                        
as of the date first referenced above on the date on which all of the following
conditions precedent shall have been satisfied (the "Amendment Effective Date"):

          (a) The Agent shall have received this Amendment, executed by the
     Borrower and the Required Banks.
 
          (b) The Borrower shall have paid all expenses payable under Section 4
     of this Amendment to the extent invoices therefor have been given to the
     Borrower on or prior to the date that this Amendment has been executed as
     provided in clause (a) above.

          4.  Payment of Expenses.  The Borrower hereby agrees to pay all
              -------------------                                        
reasonable costs and expenses incurred by the Agent in connection with the
preparation, execution and delivery of this Amendment and any other documents or
instruments which may be delivered in connection herewith, including, without
limitation, the reasonable fees and expenses of Winthrop, Stimson, Putnam &
Roberts, which fees of counsel shall be payable on the date hereof.

          5.  Counterparts.  This Amendment may be executed in counterparts and
              ------------                                                     
by different parties hereto in separate counterparts each of which, when so
executed and delivered, shall be deemed to be an original and all of which, when
taken together, shall constitute one and the same instrument.

          6.  Ratification.  The Credit Agreement, as amended by this Amendment,
              ------------                                                      
is and shall continue to be in full force and effect and is hereby in all
respects confirmed, approved and 

                                      -2-
<PAGE>
 
ratified.

          7.  Governing Law.  This Amendment and the rights and obligations of
              -------------                                                   
the parties hereunder shall be construed in accordance with and governed by the
laws of the State of New York (without giving effect to its choice of law
principles).

          8.  Reference to Agreement.  From and after the Amendment Effective
              ----------------------                                         
Date, each reference in the Credit Agreement to "this Agreement," "hereof,"
"hereunder" or words of like import, and all references to the Credit Agreement
in any and all agreements, instruments, documents, notes, certificates and other
writings of every kind and nature, shall be deemed to mean the Credit Agreement
as modified and amended by this Amendment.

                                      -3-
<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective authorized officers as of the
date first above written.


                                      PRIMESTAR PARTNERS, L.P.


                                   By:_____________________________
                                      Name:
                                      Title:


                                      CHEMICAL BANK, as Agent
                                      and as a Bank


                                   By:_____________________________
                                      Name:
                                      Title:

                                      THE BANK OF NEW YORK


                                   By:_____________________________
                                      Name:
                                      Title:


                                      CITIBANK, N.A.,


                                   By:_____________________________
                                      Name:
                                      Title:


                                      BANK OF AMERICA NATIONAL TRUST
                                      AND SAVINGS ASSOCIATION
<PAGE>
 
                                    By:_____________________________
                                       Name:
                                       Title:



                                       THE FIRST NATIONAL BANK OF BOSTON
 

                                    By:_____________________________
                                       Name:
                                       Title:

                                      -5-
<PAGE>
 
                                          BANK OF HAWAII
 

                                       By:_____________________________
                                          Name:
                                          Title:


                                          BANK OF MONTREAL


                                       By:_____________________________
                                          Name:
                                          Title:
 

                                          THE BANK OF NOVA SCOTIA


                                       By:_____________________________
                                          Name:
                                          Title:


                                          THE BANK OF TOKYO TRUST COMPANY


                                       By:_____________________________
                                          Name:
                                          Title:
 

                                          BANQUE NATIONALE DE PARIS


                                       By:_____________________________
                                          Name:
                                          Title:


                                          CANADIAN IMPERIAL BANK OF COMMERCE
<PAGE>
 
                                         By:_____________________________
                                            Name:
                                            Title:


                                            CREDIT LYONNAIS NEW YORK BRANCH
 

                                         By:_____________________________
                                            Name:
                                            Title:

                                      -7-
<PAGE>
 
                                             CRESTAR BANK


                                          By:_____________________________
                                             Name:
                                             Title:
 

                                             DEUTSCHE BANK AG NEW YORK AND/OR
                                             CAYMAN ISLANDS BRANCH


                                          By:_____________________________
                                             Name:
                                             Title:


                                          By:_____________________________
                                             Name:
                                             Title:


                                             THE FUJI BANK, LIMITED,
                                             LOS ANGELES AGENCY


                                          By:_____________________________
                                             Name:
                                             Title:
 

                                             THE INDUSTRIAL BANK OF
                                             JAPAN, LIMITED


                                          By:_____________________________
                                             Name:
                                             Title:

 
                                             LTCB TRUST COMPANY


                                          By:
<PAGE>
 
                                            _____________________________
                                            Name:
                                            Title:

                                            MELLON BANK, N.A.


                                         By:_____________________________
                                            Name:
                                            Title:

                                      -9-
<PAGE>
 
                                          NATIONSBANK OF TEXAS, N.A.


                                       By:_____________________________
                                          Name:
                                          Title:
 
 
                                          THE NIPPON CREDIT BANK, LTD.


                                       By:_____________________________
                                          Name:
                                          Title:

 
                                          PNC BANK, NATIONAL ASSOCIATION


                                       By:_____________________________
                                          Name:
                                          Title:
 

                                          ROYAL BANK OF CANADA


                                       By:_____________________________
                                          Name:
                                          Title:


                                          SHAWMUT BANK, N.A.


                                       By:_____________________________
                                          Name:
                                          Title:

 
                                          SOCIETE GENERALE

                                     -10-
<PAGE>
 
                                         By:_____________________________
                                            Name:
                                            Title:

                                            THE SUMITOMO BANK, LIMITED,
                                            NEW YORK BRANCH
 

                                         By:_____________________________
                                            Name:
                                            Title:

                                     -11-

<PAGE>
 
                                                                  EXECUTION COPY



                                AMENDMENT NO. 2



                         dated as of February 27, 1997

                                      to

                               CREDIT AGREEMENT

                           dated as of March 9, 1994



     THIS AMENDMENT NO. 2 (this "Amendment"), dated as of February 27, 1997,
among PRIMESTAR PARTNERS, L.P., a Delaware limited partnership (the "Borrower"),
the banks listed on the signature pages hereof (the "Banks"), and THE CHASE
MANHATTAN BANK (formerly known as Chemical Bank), as Administrative Agent (with
capitalized terms used herein and not otherwise defined having the meanings
ascribed thereto in the Credit Agreement hereinafter referred to),


                              W I T N E S S E T H:

     WHEREAS, the Borrower, the Banks, The Bank of New York, The Chase Manhattan
Bank (formerly known as Chemical Bank) and Citibank, N.A., as Managing Agents,
The Bank of New York, as Documentation Agent, and The Chase Manhattan Bank
(formerly known as Chemical Bank), as Administrative Agent, have entered into a
Credit Agreement dated as of March 9, 1994, as amended by Amendment No. 1
thereto, dated as of November 21, 1994 (as so amended, the "Credit Agreement");
and

     WHEREAS, the Borrower has requested, and the Banks and the Administrative
Agent have agreed to, the amendments to the Credit Agreement more fully set
forth in this Amendment; and

     WHEREAS, such amendments shall be of benefit, either directly or
indirectly, to the Borrower,

     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Borrower, the Banks and the Administrative Agent agree as
follows:
<PAGE>
 
          1.   Amendments.  Effective as of February 27, 1997, but subject to
               ----------                                                    
the fulfillment of the conditions set forth in Section 3 below, the Credit
Agreement shall be amended as follows:

     (a)  Section 1.02(c) shall be amended by substituting the number "20th" for
the number "45th" each time such number appears therein;

     (b)  Annex A shall be amended to provide that the amount of the Commitments
for each of The Bank of New York Company, Inc., The Chase Manhattan Bank and
Citibank, N.A. shall be $39,666,666.67, $39,666,666.67 and $21,666,666.66,
respectively; and

     (c)  Schedule 10.01-(2) shall be amended to read in its entirety as set
forth on Schedule 10.01-(2) hereto.


          2.   Representations and Warranties.  In order to induce the Banks to
               ------------------------------                                  
agree to amend the Credit Agreement, the Borrower makes the following
representations and warranties which shall survive the execution and delivery of
this Amendment:

          (a) No Default has occurred and is continuing; and

          (b) Each of the representations and warranties set forth in Article 3
     of the Credit Agreement are true and correct as though such representations
     and warranties were made at and as of the Amendment Effective Date (as
     defined in Section 3 below) except to the extent that any such
     representations or warranties are made as of a specified date or with
     respect to a specified period of time, in which case such representations
     and warranties shall be made as of such specified date or with respect to
     such specified period.  Each of the representations and warranties made
     under the Credit Agreement (including those made herein) shall survive to
     the extent provided therein and not be waived by the execution and delivery
     of this Amendment.

          3.   Amendment Effective Date.  The amendments to the Credit Agreement
               ------------------------                                         
effected pursuant to Section 1 hereof shall become effective as of February 27,
1997 (the "Amendment Effective Date"), so long as on or prior to such date all
of the following conditions precedent shall have been satisfied:

          (a) The Administrative Agent shall have received each of the
     following, in form and substance satisfactory to the Administrative Agent:

     (i)  this Amendment, duly executed by the Borrower and each of the Banks;

          (ii) the Master Assignment and Assumption Agreement, substantially in
          the form attached hereto as Exhibit A, duly executed by the Agents,
          the Assignors and Assignees listed therein and acknowledged and agreed
          to by the Borrower;

                                       2
<PAGE>
 
          (iii)  a certified copy of such resolutions of the Partners Committee
          of the Borrower as the Administrative Agent shall reasonably request;
          and

     (iv)  such opinions of counsel for the Borrower as the Administrative Agent
shall reasonably request.

 
          (b) The Borrower shall have paid all expenses payable under Section 4
     of this Amendment to the extent invoices therefor have been given to the
     Borrower, with a reasonable opportunity for the Borrower to review such
     invoices, prior to the Amendment Effective Date.

          4.   Payment of Expenses; Replacement Notes.  The Borrower hereby
               --------------------------------------                      
agrees to pay all reasonable costs and expenses incurred by the Managing Agents
in connection with the preparation, execution and delivery of this Amendment and
any other documents or instruments which may be delivered in connection
herewith, including, without limitation, the reasonable fees and expenses of
Winthrop, Stimson, Putnam & Roberts.  The Borrower hereby agrees, promptly
following the Amendment Effective Date, to provide a duly executed replacement
Note to each of The Bank of New York Company, Inc., The Chase Manhattan Bank and
Citibank, N.A. against receipt of its existing Note in order to reflect the
increase of the Commitments of each such Bank effected hereby.

          5.   References to Certain Agents.  (a)  Chemical Bank has merged with
               ----------------------------                                     
Chase Manhattan Bank, N.A., with the surviving entity having the name "The Chase
Manhattan Bank".  Therefore, any and all references in the Credit Agreement to
Chemical Bank shall be deemed to refer to The Chase Manhattan Bank, the
surviving entity.

     (b)  In addition to its capacities as a Managing Agent and as a Bank,
Citibank, N.A. shall also serve under the Credit Agreement in the capacity of
Syndication Agent.

          6.   Counterparts.  This Amendment may be executed in counterparts and
               ------------                                                     
by different parties hereto in separate counterparts each of which, when so
executed and delivered, shall be deemed to be an original and all of which, when
taken together, shall constitute one and the same instrument.

          7.   Ratification.  The Credit Agreement, as amended by this
               ------------                                           
Amendment, is and shall continue to be in full force and effect and is hereby in
all respects confirmed, approved and ratified.

          8.   Governing Law.  The rights and duties of the parties under this
               -------------                                                  
Amendment shall, pursuant to New York General Obligations Law Section 5-1401, be
governed by the law of the State of New York.

          9.   Reference to Agreement.  From and after the Amendment Effective
               ----------------------                                         
Date, each reference in the Credit Agreement to "this Agreement," "hereof,"
"hereunder" or words of like import, and all references to the Credit Agreement
in any and all agreements, instruments, documents, notes, certificates and other
writings of every kind and nature, shall be deemed to mean the Credit Agreement
as modified and amended by this Amendment.

                                       3
<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective authorized officers as of the
date first above written.


                                    PRIMESTAR PARTNERS, L.P.


                                    By:______________________________
                                     Name:
                                     Title:


                                    THE CHASE MANHATTAN BANK (formerly known
                                    as Chemical Bank), as Administrative Agent 
                                    and as a Bank


                                    By:______________________________
                                     Name:
                                     Title:


                                    THE BANK OF NEW YORK COMPANY, INC.


                                    By:______________________________
                                     Name:
                                     Title:


                                    CITIBANK, N.A.


                                    By: _____________________________
                                     Name:
                                     Title:
<PAGE>
 
                                    BANK OF AMERICA NATIONAL TRUST
                                    AND SAVINGS ASSOCIATION


                                    By: _____________________________
                                     Name:
                                     Title:


                                    BANK OF HAWAII
 

                                    By: _____________________________
                                     Name:
                                     Title:


                                    BANK OF MONTREAL


                                    By: _____________________________
                                     Name:
                                     Title:
 

                                    THE BANK OF NOVA SCOTIA


                                    By: _____________________________
                                     Name:
                                     Title:


                                    BANK OF TOKYO - MITSUBISHI TRUST COMPANY
                                    (formerly known as The Bank of Tokyo Trust
                                    Company)


                                    By: _____________________________
                                     Name:
                                     Title:

                                       5
<PAGE>
 
                                    BANQUE NATIONALE DE PARIS


                                    By: _____________________________
                                     Name:
                                     Title:


                                    CANADIAN IMPERIAL BANK OF COMMERCE


                                    By: _____________________________
                                     Name:
                                     Title:


                                    CREDIT LYONNAIS NEW YORK BRANCH
 

                                    By: _____________________________
                                     Name:
                                     Title:

                                    CRESTAR BANK


                                    By: _____________________________
                                     Name:
                                     Title:
 

                                    DEUTSCHE BANK AG NEW YORK AND/OR
                                    CAYMAN ISLANDS BRANCH


                                    By: _____________________________
                                     Name:
                                     Title:


                                    By: _____________________________

                                       6
<PAGE>
 
                                     Name:
                                     Title:


                                    FLEET NATIONAL BANK (formerly known as
                                    Shawmut Bank, N.A.)


                                    By: _____________________________
                                     Name:
                                     Title:


                                    THE FUJI BANK, LIMITED, LOS ANGELES AGENCY


                                    By: _____________________________
                                     Name:
                                     Title:
 

                                    THE INDUSTRIAL BANK OF JAPAN, LIMITED


                                    By: _____________________________
                                     Name:
                                     Title:

 
                                    LTCB TRUST COMPANY


                                    By: _____________________________
                                     Name:
                                     Title:


                                    MELLON BANK, N.A.

                                       7
<PAGE>
 
                                    By: _____________________________
                                     Name:
                                     Title:

                                    NATIONSBANK OF TEXAS, N.A.


                                    By: _____________________________
                                     Name:
                                     Title:
 
 
                                    THE NIPPON CREDIT BANK, LTD.


                                    By: _____________________________
                                     Name:
                                     Title:

 
                                    PNC BANK, NATIONAL ASSOCIATION


                                    By: _____________________________
                                     Name:
                                     Title:
 

                                    ROYAL BANK OF CANADA


                                    By: _____________________________
                                     Name:
                                     Title:

 
                                    SOCIETE GENERALE


                                    By: _____________________________
                                     Name:

                                       8
<PAGE>
 
                                     Title:


                                    THE SUMITOMO BANK, LIMITED,
                                    NEW YORK BRANCH
 

                                    By: _____________________________
                                     Name:
                                     Title:

                                       9
<PAGE>
 
                                                            EXECUTION COPY
 
 



                                AMENDMENT NO. 3



                            dated as of June 2, 1997

                                       to

                                CREDIT AGREEMENT

                           dated as of March 9, 1994



     THIS AMENDMENT NO. 3 (this "Amendment"), dated as of June 2, 1997, among
PRIMESTAR PARTNERS, L.P., a Delaware limited partnership (the "Borrower"), the
banks listed on the signature pages hereof (the "Banks"), and THE CHASE
MANHATTAN BANK (formerly known as Chemical Bank), as Administrative Agent (with
capitalized terms used herein and not otherwise defined having the meanings
ascribed thereto in the Credit Agreement hereinafter referred to),


                              W I T N E S S E T H:

     WHEREAS, the Borrower, the Banks, The Bank of New York, The Chase Manhattan
Bank (formerly known as Chemical Bank) and Citibank, N.A., as Managing Agents,
The Bank of New York, as Documentation Agent, and The Chase Manhattan Bank
(formerly known as Chemical Bank), as Administrative Agent, have entered into a
Credit Agreement dated as of March 9, 1994, as amended by Amendment No. 1
thereto, dated as of November 21, 1994 and Amendment No. 2 thereto, dated as of
February 27, 1997 (as so amended, the "Credit Agreement"); and

     WHEREAS, the Borrower has requested, and the Banks and the Administrative
Agent have agreed to, the amendment to the Credit Agreement more fully set forth
in this Amendment; and

     WHEREAS, such amendment shall be of benefit, either directly or indirectly,
to the Borrower,

<PAGE>
 
     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Borrower, the Banks and the Administrative Agent agree as
follows:


          1.   Amendment.  Upon and after the Amendment Effective Date (as
               ---------                                                  
defined in Section 3 hereof), the Credit Agreement shall be amended by replacing
the definition of "Termination Date" set forth in Section 10.01 in its entirety
as follows:

     "'Termination Date' means December 31, 1997."
       ----------------                           


          2.   Representations and Warranties.  In order to induce the Banks to
               ------------------------------                                  
agree to amend the Credit Agreement, the Borrower makes the following
representations and warranties which shall survive the execution and delivery of
this Amendment:

          (a) No Default has occurred and is continuing; and

          (b) Each of the representations and warranties set forth in Article 3
     of the Credit Agreement are true and correct as though such representations
     and warranties were made at and as of the Amendment Effective Date (as
     defined in Section 3 hereof) except to the extent that any such
     representations or warranties are made as of a specified date or with
     respect to a specified period of time, in which case such representations
     and warranties shall be made as of such specified date or with respect to
     such specified period.  Each of the representations and warranties made
     under the Credit Agreement (including those made herein) shall survive to
     the extent provided therein and not be waived by the execution and delivery
     of this Amendment.

          3.   Amendment Effective Date.  The amendment to the Credit Agreement
               ------------------------                                        
effected pursuant to Section 1 hereof shall become effective as of the date
first referenced above on the date on which all of the following conditions
precedent shall have been satisfied (the "Amendment Effective Date"):

          (a) The Administrative Agent shall have received this Amendment, duly
     executed by the Borrower and each of the Banks;

          (b) The Administrative Agent shall have received evidence satisfactory
     to it that the Letters of Credit required to be maintained by the Borrower
     pursuant to Section 1.02(a) of the Credit Agreement shall have been renewed
     and/or replaced such that no Letter of Credit shall cease, in accordance
     with its terms, to be in full force and effect prior to December 31, 1997;
     and

          (c) The Borrower shall have paid all expenses payable under Section 4
     of this Amendment to the extent invoices therefor have been given to the
     Borrower, with a reasonable opportunity for the Borrower to review such
     invoices, prior to the Amendment Effective Date.

          4.   Payment of Expenses.  The Borrower hereby agrees to pay all
               -------------------                                        
reasonable costs and expenses incurred by the Managing Agents in connection with
the preparation, 

                                       2
<PAGE>
 
execution and delivery of this Amendment and any other documents or instruments
which may be delivered in connection herewith, including, without limitation,
the reasonable fees and expenses of Winthrop, Stimson, Putnam & Roberts.

          5.   Counterparts.  This Amendment may be executed in counterparts and
               ------------                                                     
by different parties hereto in separate counterparts each of which, when so
executed and delivered, shall be deemed to be an original and all of which, when
taken together, shall constitute one and the same instrument.

          6.   Ratification.  The Credit Agreement, as amended by this
               ------------                                           
Amendment, is and shall continue to be in full force and effect and is hereby in
all respects confirmed, approved and ratified.

          7.   Governing Law.  The rights and duties of the parties under this
               -------------                                                  
Amendment shall, pursuant to New York General Obligations Law Section 5-1401, be
governed by the law of the State of New York.

          8.   Reference to Agreement.  From and after the Amendment Effective
               ----------------------                                         
Date, each reference in the Credit Agreement to "this Agreement," "hereof,"
"hereunder" or words of like import, and all references to the Credit Agreement
in any and all agreements, instruments, documents, notes, certificates and other
writings of every kind and nature, shall be deemed to mean the Credit Agreement
as modified and amended by this Amendment.

                                       3
<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective authorized officers as of the
date first above written.


                                    PRIMESTAR PARTNERS, L.P.


 
                                    By:______________________________
                                      Name:
                                      Title:


                                    THE CHASE MANHATTAN BANK (formerly known
                                    as Chemical Bank), as Administrative Agent
                                    and as a Bank


                                    By:______________________________
                                       Name:
                                       Title:


                                    THE BANK OF NEW YORK COMPANY, INC.


                                    By:______________________________
                                       Name:
                                       Title:


                                    CITIBANK, N.A.


                                    By:_____________________________
                                       Name:
                                       Title:


<PAGE>
 
                                    BANK OF AMERICA NATIONAL TRUST
                                    AND SAVINGS ASSOCIATION


                                    By: _____________________________
                                        Name:
                                        Title:


                                    BANK OF HAWAII
 

                                    By: _____________________________
                                        Name:
                                        Title:


                                    BANK OF MONTREAL


                                    By: _____________________________
                                        Name:
                                        Title:
 

                                    THE BANK OF NOVA SCOTIA


                                    By: _____________________________
                                        Name:
                                        Title:


                                    BANK OF TOKYO - MITSUBISHI TRUST COMPANY
                                    (formerly known as The Bank of Tokyo Trust
                                    Company)


                                    By: _____________________________
                                        Name:
                                        Title:
 

                                       5
<PAGE>
 
                                    BANQUE NATIONALE DE PARIS


                                    By:_____________________________
                                       Name:
                                       Title:


                                    By:_____________________________
                                       Name:
                                       Title:


                                    CANADIAN IMPERIAL BANK OF COMMERCE


                                    By:_____________________________
                                       Name:
                                       Title:


                                    CREDIT LYONNAIS NEW YORK BRANCH
 

                                    By:_____________________________
                                       Name:
                                       Title:

                                    CRESTAR BANK


                                    By:_____________________________
                                       Name:
                                       Title:
 

                                    DEUTSCHE BANK AG NEW YORK AND/OR
                                    CAYMAN ISLANDS BRANCH


                                    By:_____________________________

                                       6
<PAGE>
 
                                       Name:
                                       Title:


                                    By:_____________________________
                                       Name:
                                       Title:


                                    FLEET NATIONAL BANK (formerly known
                                    as Shawmut Bank, N.A.)


                                    By:_____________________________
                                       Name:
                                       Title:


                                    THE FUJI BANK, LIMITED, LOS ANGELES
                                    AGENCY


                                    By:_____________________________
                                       Name:
                                       Title:
 

                                    THE INDUSTRIAL BANK OF JAPAN, LIMITED


                                    By:_____________________________
                                       Name:
                                       Title:

 
                                    LTCB TRUST COMPANY


                                    By:_____________________________
                                       Name:
                                       Title:

                                       7
<PAGE>
 
                                    MELLON BANK, N.A.


                                    By:_____________________________
                                       Name:
                                       Title:

                                    NATIONSBANK OF TEXAS, N.A.


                                    By:_____________________________
                                       Name:
                                       Title:
 
 
                                    BANK OF IRELAND


                                    By:_____________________________
                                       Name:
                                       Title:

 
                                    PNC BANK, NATIONAL ASSOCIATION


                                    By:_____________________________
                                       Name:
                                       Title:
 

                                    ROYAL BANK OF CANADA


                                    By:_____________________________
                                       Name:
                                       Title:

 
                                    SOCIETE GENERALE

                                       8
<PAGE>
 
                                    By:_____________________________
                                       Name:
                                       Title:


                                    THE SUMITOMO BANK, LIMITED,
                                    NEW YORK BRANCH
 

                                    By:_____________________________
                                       Name:
                                       Title:

                                       9

<PAGE>

                                                                  EXECUTION COPY


 



                                AMENDMENT NO. 4



                         dated as of December 19, 1997

                                       to

                                CREDIT AGREEMENT

                           dated as of March 9, 1994



     THIS AMENDMENT NO. 4 (this "Amendment"), dated as of December 19, 1997,
among PRIMESTAR PARTNERS, L.P., a Delaware limited partnership (the "Borrower"),
the banks listed on the signature pages hereof (the "Banks"), and THE CHASE
MANHATTAN BANK (formerly known as Chemical Bank), as Administrative Agent (with
capitalized terms used herein and not otherwise defined having the meanings
ascribed thereto in the Credit Agreement hereinafter referred to),


                              W I T N E S S E T H:

     WHEREAS, the Borrower, the Banks, The Bank of New York, The Chase Manhattan
Bank (formerly known as Chemical Bank) and Citibank, N.A., as Managing Agents,
The Bank of New York, as Documentation Agent, Citibank, N.A., as Syndication
Agent, and The Chase Manhattan Bank (formerly known as Chemical Bank), as
Administrative Agent, have entered into a Credit Agreement dated as of March 9,
1994, as amended by Amendment No. 1 thereto, dated as of November 21, 1994,
Amendment No. 2 thereto, dated as of February 27, 1997 and Amendment No. 3
thereto, dated as of June 2, 1997 (as so amended, the "Credit Agreement"); and

     WHEREAS, the Borrower has requested, and the Banks and the Administrative
Agent have agreed to, the amendment to the Credit Agreement more fully set forth
in this Amendment; and

<PAGE>
 
     WHEREAS, such amendment shall be of benefit, either directly or indirectly,
to the Borrower,

     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Borrower, the Banks and the Administrative Agent agree as
follows:


          1.   Amendment.  Upon and after the Amendment Effective Date (as
               ---------                                                  
defined in Section 3 hereof), the Credit Agreement shall be amended by replacing
the definition of "Termination Date" set forth in Section 10.01 in its entirety
as follows:

     "'Termination Date' means September 30, 1998."
       ----------------                            


          2.   Representations and Warranties.  In order to induce the Banks to
               ------------------------------                                  
agree to amend the Credit Agreement, the Borrower makes the following
representations and warranties which shall survive the execution and delivery of
this Amendment:

          (a) No Default has occurred and is continuing; and

          (b) Each of the representations and warranties set forth in Article 3
     of the Credit Agreement are true and correct as though such representations
     and warranties were made at and as of the Amendment Effective Date (as
     defined in Section 3 hereof) except to the extent that any such
     representations or warranties are made as of a specified date or with
     respect to a specified period of time, in which case such representations
     and warranties shall be made as of such specified date or with respect to
     such specified period.  Each of the representations and warranties made
     under the Credit Agreement (including those made herein) shall survive to
     the extent provided therein and not be waived by the execution and delivery
     of this Amendment.

          3.   Amendment Effective Date.  The amendment to the Credit Agreement
               ------------------------                                        
effected pursuant to Section 1 hereof shall become effective as of the date
first referenced above on the date on which all of the following conditions
precedent shall have been satisfied (the "Amendment Effective Date"):

          (a) The Administrative Agent shall have received this Amendment, duly
     executed by the Borrower and each of the Banks;

          (b) The Administrative Agent shall have received evidence satisfactory
     to it that the Letters of Credit required to be maintained by the Borrower
     pursuant to Section 1.02(a) of the Credit Agreement shall have been renewed
     and/or replaced such that no Letter of Credit shall cease, in accordance
     with its terms, to be in full force and effect prior to September 30, 1998;
     and

          (c) The Borrower shall have paid all expenses payable under Section 4
     of this Amendment to the extent invoices therefor have been given to the
     Borrower, with a reasonable opportunity for the Borrower to review such
     invoices, prior to the Amendment Effective Date.

                                       2
<PAGE>
 
          4.   Payment of Expenses.  The Borrower hereby agrees to pay all
               -------------------                                        
reasonable costs and expenses incurred by the Managing Agents in connection with
the preparation, execution and delivery of this Amendment and any other
documents or instruments which may be delivered in connection herewith,
including, without limitation, the reasonable fees and expenses of Winthrop,
Stimson, Putnam & Roberts.

          5.   Counterparts.  This Amendment may be executed in counterparts and
               ------------                                                     
by different parties hereto in separate counterparts each of which, when so
executed and delivered, shall be deemed to be an original and all of which, when
taken together, shall constitute one and the same instrument.

          6.   Ratification.  The Credit Agreement, as amended by this
               ------------                                           
Amendment, is and shall continue to be in full force and effect and is hereby in
all respects confirmed, approved and ratified.

          7.   Governing Law.  The rights and duties of the parties under this
               -------------                                                  
Amendment shall, pursuant to New York General Obligations Law Section 5-1401, be
governed by the law of the State of New York.

          8.   Reference to Agreement.  From and after the Amendment Effective
               ----------------------                                         
Date, each reference in the Credit Agreement to "this Agreement," "hereof,"
"hereunder" or words of like import, and all references to the Credit Agreement
in any and all agreements, instruments, documents, notes, certificates and other
writings of every kind and nature, shall be deemed to mean the Credit Agreement
as modified and amended by this Amendment.

                                       3
<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective authorized officers as of the
date first above written.


                          PRIMESTAR PARTNERS, L.P.



                          By:___________________________________________________
                             Name:
                             Title:


                          THE CHASE MANHATTAN BANK, as Administrative Agent and
                          as a Bank



                          By:___________________________________________________
                             Name:
                             Title:


                          THE BANK OF NEW YORK, as Documentation Agent



                          By:___________________________________________________
                             Name:
                             Title:


                          THE BANK OF NEW YORK COMPANY, INC.



                          By:___________________________________________________
                             Name:
                             Title:

<PAGE>
 
                          CITIBANK, N.A., as Syndication Agent and as a Bank



                          By:___________________________________________________
                             Name:
                             Title:


                          BANK OF AMERICA NATIONAL TRUST
                          AND SAVINGS ASSOCIATION



                          By:___________________________________________________
                             Name:
                             Title:


                          BANK OF HAWAII



                          By:___________________________________________________
                             Name:
                             Title:


                          BANK OF MONTREAL



                          By:___________________________________________________
                             Name:
                             Title:

<PAGE>
 
                          THE BANK OF NOVA SCOTIA



                          By:___________________________________________________
                             Name:
                             Title:


                          BANK OF TOKYO - MITSUBISHI TRUST COMPANY



                          By:___________________________________________________
                             Name:
                             Title:


                          BANQUE NATIONALE DE PARIS



                          By:___________________________________________________
                             Name:
                             Title:



                          By:___________________________________________________
                             Name:
                             Title:


                          CANADIAN IMPERIAL BANK OF COMMERCE



                          By:___________________________________________________
                             Name:
                             Title:

<PAGE>
 
                          CREDIT LYONNAIS NEW YORK BRANCH



                          By:___________________________________________________
                             Name:
                             Title:


                          CRESTAR BANK



                          By:___________________________________________________
                             Name:
                             Title:


                          DEUTSCHE BANK AG NEW YORK AND/OR CAYMAN ISLANDS BRANCH



                          By:___________________________________________________
                             Name:
                             Title:



                          By:___________________________________________________
                             Name:
                             Title:


                          FLEET NATIONAL BANK



                          By:___________________________________________________
                             Name:
                             Title:

<PAGE>
 
                          THE FUJI BANK, LIMITED, LOS ANGELES AGENCY



                          By:___________________________________________________
                             Name:
                             Title:


                          THE INDUSTRIAL BANK OF JAPAN, LIMITED



                          By:___________________________________________________
                             Name:
                             Title:


                          LTCB TRUST COMPANY



                          By:___________________________________________________
                             Name:
                             Title:


                          MELLON BANK, N.A.



                          By:___________________________________________________
                             Name:
                             Title:

<PAGE>
 
                          NATIONSBANK OF TEXAS, N.A.



                          By:___________________________________________________
                             Name:
                             Title:


                          BANK OF IRELAND



                          By:___________________________________________________
                             Name:
                             Title:


                          PNC BANK, NATIONAL ASSOCIATION



                          By:___________________________________________________
                             Name:
                             Title:


                          ROYAL BANK OF CANADA



                          By:___________________________________________________
                             Name:
                             Title:

<PAGE>
 
                          SOCIETE GENERALE



                          By:___________________________________________________
                             Name:
                             Title:


                          THE SUMITOMO BANK, LIMITED,
                          NEW YORK BRANCH



                          By:___________________________________________________
                             Name:
                             Title:


<PAGE>
 
                                                                  EXECUTION COPY



                                AMENDMENT NO. 5



                         dated as of September 29, 1998

                                       to

                                CREDIT AGREEMENT

                           dated as of March 9, 1994



     THIS AMENDMENT NO. 5 (this "Amendment"), dated as of September 29, 1998,
among PRIMESTAR PARTNERS, L.P., a Delaware limited partnership (the "Borrower"),
the banks listed on the signature pages hereof (the "Banks"), and THE CHASE
MANHATTAN BANK, as Administrative Agent (with capitalized terms used herein and
not otherwise defined having the meanings ascribed thereto in the Credit
Agreement hereinafter referred to),

                              W I T N E S S E T H:

     WHEREAS, the Borrower, the Banks, The Bank of New York, The Chase Manhattan
Bank and Citibank, N.A., as Managing Agents, The Bank of New York, as
Documentation Agent, Citibank, N.A., as Syndication Agent, and The Chase
Manhattan Bank, as Administrative Agent, have entered into a Credit Agreement
dated as of March 9, 1994, as amended by Amendment No. 1 thereto, dated as of
November 21, 1994, Amendment No. 2 thereto, dated as of February 27, 1997,
Amendment No. 3 thereto, dated as of June 2, 1997 and Amendment No. 4 thereto,
dated as of December 19, 1997  (as so amended, the "Credit Agreement"); and

     WHEREAS, the Borrower has requested, and the Banks and the Administrative
Agent have agreed to, the amendments to the Credit Agreement more fully set
forth in this Amendment; and

     WHEREAS, such amendments shall be of benefit, either directly or
indirectly, to the Borrower,

     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Borrower, the Banks and the Administrative Agent agree as
follows:

<PAGE>
 
          1.   Amendments.  Upon and after the Amendment Effective Date (as
               ----------                                                  
defined in Section 4 hereof), the Credit Agreement shall be amended as follows:

          (a)  Section 1.04(a)(iii) shall be amended by deleting the percentage
"7/16%" appearing therein and inserting in place thereof the percentage "3/5%".

          (b)  Section 5.01(a) shall be amended as follows:

               (i)   by inserting immediately following the heading "Quarterly
                                                                     ---------
     Financial Statements." the symbol "(i)";
     ---------------------                   

               (ii)  by deleting the "." appearing at the end of new clause (i)
     and inserting in place thereof a ";"; and

               (iii) by inserting a new clause (ii) to read in its entirety as
     follows:

          "(ii) As soon as available and in any event within 60 days after the
     close of each of the first three quarterly accounting periods in each
     fiscal year of Primestar, commencing with the quarterly period ended
     September 30, 1998, a balance sheet of Primestar as at the end of such
     quarterly period and the related statements of operations and stockholder's
     equity of Primestar for such quarterly period and statements of operations,
     stockholder's equity and cash flows for the elapsed portion of the fiscal
     year ended with the last day of such quarterly period, setting forth in
     each case in comparative form the figures for the corresponding periods of
     the previous fiscal year."

          (c)  Section 5.01(b) shall be amended to read in its entirety as
          follows:

          "(b)  Year-End Financial Statements; Accountants' Certificate.  (i)
                --------------------------------------------------------      
     As soon as available and in any event within 120 days after the end of each
     fiscal year of the Borrower, a balance sheet of the Borrower as at the end
     of such fiscal year and the related statements of operations, partners'
     capital (deficit) and cash flows of the Borrower for such fiscal year,
     setting forth in comparative form the figures as at the end of and for the
     previous fiscal year;

          (ii) (A)  As soon as available and in any event within 120 days after
     the end of each fiscal year of Primestar, commencing with the fiscal year
     ended December 31, 1998, a balance sheet of Primestar as at the end of such
     fiscal year and the related statements of operations, stockholder's equity
     and cash flows of Primestar for such fiscal year, setting forth in
     comparative form the figures as at the end of and for the previous fiscal
     year; and

               (B)  an audit report of independent certified public accountants
     of recognized national standing, on such financial statements of Primestar,
     which report shall not contain any exception as to scope that is not
     satisfactory to the Managing Agents."

          (d)  Section 5.01(c) shall be amended by inserting immediately
following the words "the Borrower" the words "or Primestar, as applicable".

<PAGE>
 
          (e)  Section 10.01 shall be amended as follows:

               (i) by replacing the definition of "Termination Date" with the
                   following:

               ""Termination Date" means June 30, 1999."
               ----------------                       

               (ii) by inserting the following new definition in alphabetical
                    order:

               ""Primestar" means Primestar Inc., a Delaware corporation."
                 ---------                                                

          (f)  Schedule 5.01(c) shall be replaced in its entirety with new
Schedule 5.01(c) attached hereto as Annex A.
                                    ------- 

          (g)  Annex A shall be amended to provide that the amount of the
Commitment and, if applicable, the Lending Offices and Notice Address
information for each of the Banks listed on Annex B hereto shall be as set forth
                                            -------                             
on such Annex B with respect to each such Bank.

          2.   Representations and Warranties.  In order to induce the Banks to
               ------------------------------                                  
agree to amend the Credit Agreement, the Borrower makes the following
representations and warranties which shall survive the execution and delivery of
this Amendment:

          (a) No Default has occurred and is continuing; and

          (b) Each of the representations and warranties set forth in Article 3
     of the Credit Agreement are true and correct as though such representations
     and warranties were made at and as of the Amendment Effective Date except
     to the extent that any such representations or warranties are made as of a
     specified date or with respect to a specified period of time, in which case
     such representations and warranties shall be made as of such specified date
     or with respect to such specified period.  Each of the representations and
     warranties made under the Credit Agreement (including those made herein)
     shall survive to the extent provided therein and not be waived by the
     execution and delivery of this Amendment.

          3.   Termination of CD Rate Loan Option.  The Borrower hereby
               ----------------------------------                      
acknowledges and agrees that, notwithstanding anything to the contrary contained
in the Credit Agreement, from and after the Amendment Effective Date, no Loan
shall be made, converted or continued as a CD Rate Loan and the Borrower shall
not have the right to request the making, conversion or continuation of Loans as
CD Rate Loans.

          4.   Amendment Effective Date.  The amendments to the Credit Agreement
               ------------------------                                         
effected pursuant to Section 1 and Section 3 hereof shall become effective as of
the date first referenced above on the date on which all of the following
conditions precedent shall have been satisfied (the "Amendment Effective Date"):

          (a) the Administrative Agent shall have received this Amendment, duly
     executed by the Borrower and each of the Banks;

<PAGE>
 
          (b) the Administrative Agent shall have received evidence satisfactory
     to it that the Letters of Credit required to be maintained by the Borrower
     pursuant to Section 1.02(a) of the Credit Agreement shall have been renewed
     and/or replaced such that no Letter of Credit shall cease, in accordance
     with its terms, to be in full force and effect prior to June 30, 1999;

          (c) the Administrative Agent shall have received (i) the Master
     Assignment and Assumption Agreement, substantially in the form attached
     hereto as Exhibit A, duly executed by the Agents, the Assignors and
               ---------                                                
     Assignees listed therein and acknowledged and agreed to by the Borrower
     (the "Assignment Agreement") and (ii) payment of each Purchase Price (as
     defined in the Assignment Agreement) as required in Section 1 of the
     Assignment Agreement;

          (d) the Borrower shall have paid to the Administrative Agent the fees
     payable pursuant to the letter agreement executed in connection with this
     Amendment by the Borrower and the Managing Agents; and

          (e)  the Borrower shall have paid all expenses payable under Section
     5(a) of this Amendment to the extent invoices therefor have been given to
     the Borrower, with a reasonable opportunity for the Borrower to review such
     invoices, prior to the Amendment Effective Date.

          5.   Payment of Expenses; Delivery of Notes.  (a)  The Borrower hereby
               --------------------------------------                           
agrees to pay all reasonable costs and expenses incurred by the Managing Agents
in connection with the preparation, execution and delivery of this Amendment and
any other documents or instruments which may be delivered in connection
herewith, including, without limitation, the reasonable fees and expenses of
Winthrop, Stimson, Putnam & Roberts.

          (b)  The Borrower hereby agrees, promptly following the Amendment
Effective Date, to provide a duly executed Note to each Bank reflecting its
Commitment after giving effect to the Master Assignment and Assumption
Agreement, against, in the case of Banks that were parties to the Credit
Agreement prior to the Amendment Effective Date, receipt of each such Bank's
existing Note.

          6.   Counterparts.  This Amendment may be executed in counterparts and
               ------------                                                     
by different parties hereto in separate counterparts each of which, when so
executed and delivered, shall be deemed to be an original and all of which, when
taken together, shall constitute one and the same instrument.

          7.   Ratification.  The Credit Agreement, as amended by this
               ------------                                           
Amendment, is and shall continue to be in full force and effect and is hereby in
all respects confirmed, approved and ratified.

          8.   Governing Law.  The rights and duties of the parties under this
               -------------                                                  
Amendment shall, pursuant to New York General Obligations Law Section 5-1401, be
governed by the law of the State of New York.

<PAGE>
 
          9.   Reference to Agreement.  From and after the Amendment Effective
               ----------------------                                         
Date, each reference in the Credit Agreement to "this Agreement," "hereof,"
"hereunder" or words of like import, and all references to the Credit Agreement
in any and all agreements, instruments, documents, notes, certificates and other
writings of every kind and nature, shall be deemed to mean the Credit Agreement
as modified and amended by this Amendment.

<PAGE>
 

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective authorized officers as of the
date first above written.


                          PRIMESTAR PARTNERS, L.P.



                          By:___________________________________________________
                             Name:
                             Title:



                          THE CHASE MANHATTAN BANK, as Administrative Agent and
                          as a Bank



                          By:___________________________________________________
                             Name:
                             Title:



                          THE BANK OF NEW YORK, as Documentation Agent



                          By:___________________________________________________
                             Name:
                             Title:



                          THE BANK OF NEW YORK COMPANY, INC.



                          By:___________________________________________________
                             Name:
                             Title:


<PAGE>
 
                          CITIBANK, N.A., as Syndication Agent and as a Bank



                          By:___________________________________________________
                             Name:
                             Title:



                          ABN AMRO BANK N.V.



                          By:___________________________________________________
                             Name:
                             Title:



                          By:___________________________________________________
                             Name:
                             Title:



                          BANK OF AMERICA NATIONAL TRUST
                          AND SAVINGS ASSOCIATION



                          By:___________________________________________________
                             Name:
                             Title:

<PAGE>
 
                          BANK OF MONTREAL



                          By:___________________________________________________
                             Name:
                             Title:



                          THE BANK OF NOVA SCOTIA



                          By:___________________________________________________
                             Name:
                             Title:



                          BANK OF TOKYO - MITSUBISHI TRUST COMPANY



                          By:___________________________________________________
                             Name:
                             Title:

<PAGE>
 
                          BANQUE NATIONALE DE PARIS



                          By:___________________________________________________
                             Name:
                             Title:



                          By:___________________________________________________
                             Name:
                             Title:



                          CANADIAN IMPERIAL BANK OF COMMERCE



                          By:___________________________________________________
                             Name:
                             Title:



                          CREDIT LYONNAIS NEW YORK BRANCH



                          By:___________________________________________________
                             Name:
                             Title:

<PAGE>
 
                          CRESTAR BANK



                          By:___________________________________________________
                             Name:
                             Title:



                          DEUTSCHE BANK AG NEW YORK AND/OR CAYMAN ISLANDS BRANCH



                          By:___________________________________________________
                             Name:
                             Title:



                          By:___________________________________________________
                             Name:
                             Title:



                          DRESDNER BANK AG, NEW YORK & GRAND CAYMAN BRANCHES




                          By:___________________________________________________
                             Name:
                             Title:



                          By:___________________________________________________
                             Name:
                             Title:

<PAGE>
 
                          FIRST UNION NATIONAL BANK



                          By:___________________________________________________
                             Name:
                             Title:



                          FLEET NATIONAL BANK



                          By:___________________________________________________
                             Name:
                             Title:



                          THE INDUSTRIAL BANK OF JAPAN, LIMITED



                          By:___________________________________________________
                             Name:
                             Title:



                          MELLON BANK, N.A.



                          By:___________________________________________________
                             Name:
                             Title:

<PAGE>
 
                          NATIONSBANK, N.A. (as successor by merger to
                          NationsBank of Texas, N.A.)



                          By:___________________________________________________
                             Name:
                             Title:



                          PNC BANK, NATIONAL ASSOCIATION



                          By:___________________________________________________
                             Name:
                             Title:



                          ROYAL BANK OF CANADA



                          By:___________________________________________________
                             Name:
                             Title:



                          SOCIETE GENERALE



                          By:___________________________________________________
                             Name:
                             Title:

<PAGE>
 
                          THE SUMITOMO BANK, LIMITED,
                          NEW YORK BRANCH



                          By:___________________________________________________
                             Name:
                             Title:



                          TORONTO DOMINION (TEXAS) INC.



                          By:___________________________________________________
                             Name:
                             Title:



                          U.S. BANK NATIONAL ASSOCIATION



                          By:___________________________________________________
                             Name:
                             Title: