<PAGE>   1
                                                                 EXHIBIT 10.17.2

                              SECOND AMENDMENT TO
                        SENIOR SECURED CREDIT AGREEMENT,
                          SECOND AMENDMENT TO GUARANTY
                                      AND
                          FIRST AMENDMENT TO WARRANTS

         THIS SECOND AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT, SECOND
AMENDMENT TO GUARANTY AND FIRST AMENDMENT TO WARRANTS ("Amendment") is made and
entered into as of March 31, 1995, by and among AURORA ELECTRONICS GROUP, INC.,
a California corporation ("Borrower"), AURORA ELECTRONICS, INC., a Delaware
corporation ("Parent") and BANQUE PARIBAS as Agent ("Agent") on behalf of
itself, BANQUE INDOSUEZ, UNION BANK and each other lender which may hereafter
execute and deliver an instrument of assignment pursuant to Section 11.10 of the
Senior Secured Credit Agreement (any one individually, a "Lender" and
collectively, "Lenders").

                                    RECITALS

         A.    Borrower, Lenders and Agent have entered into that certain Senior
Secured Credit Agreement dated as of May 12, 1994 as amended by that First
Amendment to Senior Secured Credit Agreement and First Amendment to Guaranty
dated as of December 27, 1994 (as such may be further amended, modified,
supplemented or restated, the "Credit Agreement"), pursuant to which Lenders
made certain credit facilities available to Borrower. In consideration for and
an inducement for the extension of such credit facilities, Parent guaranteed the
obligations of Borrower and undertook separate obligations pursuant to the terms
of that Guaranty Agreement of Parent made as of May 12, 1994 in favor of Agent
and Lenders, as amended by that First Amendment to Senior Secured Credit
Agreement and First Amendment to Guaranty dated as of December 27, 1994 (as such
may be further amended, modified, supplemented or restated, the "Parent
Guaranty").

         B.   Pursuant to the requirements of the Credit Agreement, the Warrants
were issued in favor of each of Lenders.

         C.   Borrower and Parent have requested that the Credit Agreement, the
Parent Guaranty and the Warrants be modified as set forth herein.

         D.   Lenders and Agent are willing to accommodate Borrower's and
Parent's requests but only on the terms and subject to the conditions specified
herein.


                                       1.
<PAGE>   2
                                   AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants herein set forth, and intending to be legally bound, the
parties hereto agree as follows:

         1.   DEFINITIONS.  Unless otherwise defined herein, all terms defined
in the Credit Agreement have the same meaning when used herein.  The following
definitions shall have the following meanings:

              "FACILITY-A RESERVE" shall be zero dollars ($0.00), provided,
              however, that on such date as all Lenders, in their sole and
              absolute discretion, shall provide written notice to Borrower
              stating that Facility-C is again available, the Facility-A Reserve
              means the followings amounts during the following periods:

<TABLE>
              <S>                                     <C>
              Closing Date through 3/30/95            $0
              3/31/95 through 6/29/95                 $1,100,000
              6/30/95 through 9/29/95                 $1,466,667
              9/30/95 through 12/30/95                $1,833,333
              12/31/95 through 3/30/96                $2,200,000
              3/31/96 through 6/29/96                 $2,566,666
              6/30/96 through 9/30/96                 $2,933,333
              9/31/96 and thereafter                  $3,300,000
</TABLE>

              provided, further, that each such amount listed in the foregoing
              proviso shall be reduced by the amount by which Borrower shall
              have demonstrated to the satisfaction of Requisite Lenders amounts
              have been paid after the Closing Date to reduce the principal
              amount outstanding under the 9 1/4% Subordinated Debt."

              "7% SUBORDINATED DEBT PRINCIPAL PAYMENT DATE" shall mean any or
              all of September 30, 1995, September 30, 1996 and September 30,
              1997."

         2.   AMENDMENTS TO CREDIT AGREEMENT.

              a.   7% SUBORDINATED DEBT RESTRUCTURING.  Section 5.12 of the
Credit Agreement is deleted in its entirety and replaced with the following:

                   "5.12 RESTRUCTURING OF SUBORDINATED DEBT. Prior to each 7%
              Subordinated Debt Principal Payment Date, Borrower shall provide
              evidence satisfactory to Requisite Lenders that either (a) Parent
              has restructured its 7% Subordinated Debt such that the principal
              payment due on such 7% Subordinated Debt Principal Payment Date is
              either canceled or rescheduled to fall due not earlier than 180
              days following the Final Payment Date, (b) the holders of the 7%
              Subordinated Debt shall have caused that portion of the principal
              falling due on


                                       2.
<PAGE>   3
              such 7% Subordinated Debt Principal Payment Date to be converted
              into Stock of Parent, or (c) Parent shall have prepaid the
              principal amount falling due on such 7% Subordinated Debt
              Principal Payment Date with the net proceeds of the issuance of
              Parent's Stock or additional Indebtedness of Parent (i) which is
              subordinate in time and right of payment at least to the same
              extent as the 7% Subordinated Debt, (ii) the first scheduled
              principal repayment of which shall be at least 180 days following
              the Final Payment Date and (iii) the interest rate, amortization
              and other terms of which are satisfactory to Requisite Lenders.
              The parties hereto understand and agree that Agent and Lenders
              have priced the Facilities on the assumption that Borrower and
              Parent will comply with the requirements of this Section 5.12 and
              that in the event Borrower or Parent fails to comply with these
              requirements the risk to Agent and Lenders will be substantially
              increased and that such failure will constitute an Event of
              Default hereunder. In recognition of such substantially increased
              risk, the Warrants to be issued on the Closing Date shall become
              exercisable only in the event Borrower and Parent fail to comply
              with the requirements of this Section 5.12. The parties hereto
              have specifically negotiated the number of Subject Shares (as
              defined in the Warrants) and the Stock Purchase Price (as defined
              in the Warrants) both to compensate Agent and Lenders for such
              increased risk and to act as liquidated damages for the breach of
              the requirements of this Section 5.12. The parties acknowledge and
              agree that the calculation of damages for the breach of this
              Section 5.12 would be difficult or impossible to ascertain and the
              Warrants bear a reasonable relationship to such damages by
              providing Agent and Lenders a vehicle which, under certain
              circumstances, could permit Agent and Lenders to obtain funds from
              sale of the Subject Shares equal to either (y) an amount
              sufficient to purchase the 7% Subordinated Debt at par in the
              event there is an acceleration, demand or other enforcement action
              in respect of the 7% Subordinated Debt or (z) an amount sufficient
              to purchase that portion of the 7% Subordinated Debt which shall
              not have been paid on a 7% Subordinated Debt Principal Payment
              Date in the event there is not an acceleration, demand or other
              enforcement action in respect of the 7% Subordinated Debt."

         3.   AMENDMENTS TO PARENT GUARANTY.

              a.   7% SUBORDINATED DEBT RESTRUCTURING.  Section 6.10 of the
Parent Guaranty is deleted in its entirety and replaced with the following:

                   "6.10 RESTRUCTURING OF SUBORDINATED DEBT. Prior to each 7%
              Subordinated Debt Principal Payment Date, Guarantor shall provide
              evidence satisfactory to Requisite Lenders that either (a)
              Guarantor has restructured its 7% Subordinated Debt such that the
              principal payment due on such 7% Subordinated Debt Principal
              Payment Date is either canceled or rescheduled to fall due not
              earlier than 180 days following the Final Payment Date, (b) the
              holders of the 7% Subordinated Debt shall have caused that portion
              of the principal falling due on


                                       3.
<PAGE>   4
              such 7% Subordinated Debt Principal Payment Date to be converted
              into Stock of Guarantor, or (c) Guarantor shall have prepaid the
              principal amount falling due on such 7% Subordinated Debt
              Principal Payment Date with the net proceeds of the issuance of
              Guarantor's Stock or additional Indebtedness of Guarantor (i)
              which is subordinate in time and right of payment at least to the
              same extent as the 7% Subordinated Debt, (ii) the first scheduled
              principal repayment of which shall be at least 180 days following
              the Final Payment Date and (iii) the interest rate, amortization
              and other terms of which are satisfactory to Requisite Lenders.
              The parties hereto understand and agree that Agent and Lenders
              have priced the Facilities on the assumption that Borrower and
              Guarantor will comply with the requirements of this Section 6.10
              and that in the event Borrower or Guarantor fails to comply with
              these requirements the risk to Agent and Lenders will be
              substantially increased and that such failure will constitute an
              Event of Default hereunder. In recognition of such substantially
              increased risk, the Warrants to be issued on the Closing Date
              shall become exercisable only in the event Borrower and Guarantor
              fail to comply with the requirements of this Section 6.10. The
              parties hereto have specifically negotiated the number of Subject
              Shares (as defined in the Warrants) and the Stock Purchase Price
              (as defined in the Warrants) both to compensate Agent and Lenders
              for such increased risk and to act as liquidated damages for the
              breach of the requirements of this Section 6.10. The parties
              acknowledge and agree that the calculation of damages for the
              breach of this Section 6.10 would be difficult or impossible to
              ascertain and the Warrants bear a reasonable relationship to such
              damages by providing Agent and Lenders a vehicle which, under
              certain circumstances, could permit Agent and Lenders to obtain
              funds from sale of the Subject Shares equal to either (y) an
              amount sufficient to purchase the 7% Subordinated Debt at par in
              the event there is an acceleration, demand or other enforcement
              action in respect of the 7% Subordinated Debt or (z) an amount
              sufficient to purchase that portion of the 7% Subordinated Debt
              which shall not have been paid on a 7% Subordinated Debt Principal
              Payment Date in the event there is not an acceleration, demand or
              other enforcement action in respect of the 7% Subordinated Debt."

         4.   AMENDMENTS TO WARRANTS. Each of the Warrants shall be amended as
follows:

              a.   Each of the Warrants is amended to delete the date "April 1,
1995" wherever it appears therein and to substitute therefor the date "October
1, 1995." In addition, each of the Warrants is amended to delete the date "March
31, 1995" wherever it appears therein and to substitute therefor the date
"September 30, 1995."

              b.   The second paragraph of the text of each of the Warrants is
deleted in its entirety and substituted with the following paragraphs:

              "This Warrant has been issued pursuant to the requirements of that
              certain Senior Secured Credit Agreement dated as of May 12, 1994
              between Aurora Electronics


                                       4.
<PAGE>   5
              Group, Inc., Banque Paribas as agent, and the lenders named
              therein, as amended (the "Credit Agreement").

              "The Stock Purchase Price shall be equal to fifty percent (50%) of
              the Fair Market Value (as defined in Section 2.2 below) of the
              Common Stock calculated as of the date of Holder's exercise. The
              number of shares constituting the "Subject Shares" which shall be
              issuable at any time shall be

                   (a) in the event any amount shall be due and owing under the
                   7% Subordinated Debt (as defined in the Credit Agreement,
                   hereinafter the "7% Subordinated Debt") and there shall have
                   been an acceleration, demand for payment or other enforcement
                   action by any holder of the 7% Subordinated Debt (whether or
                   not the default upon which such acceleration, demand or other
                   enforcement action shall have been waived or cured) (an
                   "Acceleration"), the number of shares of Common Stock
                   calculated by dividing (i) the balance of principal and
                   accrued and unpaid interest outstanding under the 7%
                   Subordinated Debt by (ii) the Stock Purchase Price, in each
                   case (i) and (ii) as of the date of Holder's exercise of its
                   rights hereunder or

                   (b) in the event any amount shall be due and owing under the
                   7% Subordinated Debt and there shall NOT have been an
                   Acceleration, the number of shares calculated by dividing (i)
                   the amount past due for principal and interest under the 7%
                   Subordinated Debt by (ii) the Stock Purchase Price, in each
                   case (i) and (ii) as of the date of Holder's exercise of its
                   rights hereunder.

              The exercise of rights under this Warrant for the full number of
              Subject Shares issuable upon exercise of this Warrant shall not
              preclude the subsequent exercise of rights under this Warrant in
              respect of that additional number of Subject Shares issuable
              pursuant to this Warrant at any later time; provided, however,
              that in calculating the number of Subject Shares issuable pursuant
              to this Warrant in any such subsequent exercise, the amount of
              principal and interest in respect of the 7% Subordinated Debt
              which shall have formed the basis for a calculation of Subject
              Shares in any prior exercise of rights hereunder shall be excluded
              from the calculation of Subject Shares for any subsequent exercise
              of rights hereunder.

              If on October 1, 1997, the covenant set forth in Section 5.12 of
              the Credit Agreement has been fully complied with, then this
              Warrant shall be null and void and the Company shall be under no
              obligation to issue shares of Common stock hereunder."

              c.   Section 4.4 of each of the Warrants is deleted in its
entirety and substituted with the following paragraph:


                                       5.
<PAGE>   6
              "4.4 ADJUSTMENT FOR SHORTFALL. Whether or not there has been an
              Acceleration, in the event Holder at any time exercises its rights
              hereunder and at such time the product of (a) the number of
              Subject Shares and (b) the Stock Purchase Price (the "Warrant
              Value") is less than one million two hundred ninety thousand
              dollars ($1,290,000) (such amount being referred to herein as the
              "Threshold Value"), then, at the option of the Company, either (x)
              the number of Subject Shares shall be increased by a number of
              shares of Common Stock equal to: (i) the difference between the
              Threshold Value and the Warrant Value, divided by (ii) the Stock
              Purchase Price, or (y) the Company shall pay to the Holder an
              amount in cash equal to the Holder's Percentage times the
              difference between the Threshold Value and the Warrant Value;
              provided, however, that unless the Company exercises its foregoing
              option to pay cash by paying cash to the Holder by that date 30
              days following the date any principal amount becomes due and is
              unpaid under the 7% Subordinated Debt, the option to pay cash
              shall terminate and the number of Subject Shares shall on such
              date automatically be increased as set forth in clause (x) above."

              d.   Nothing in this Amendment shall be construed to cause there
to be any amendment to the warrants issued to Banque Paribas and to Indosuez
issued pursuant to the Banque Paribas Side Letter, the Indosuez Side Letter or
the First Amendment.

         5.   LIMITED AMENDMENT; FULL FORCE AND EFFECT. The amendments set forth
in this Amendment shall be limited precisely as written and shall not be deemed
(a) to be an amendment or waiver of any other term or condition of the Credit
Agreement, the Parent Guaranty or the Warrants, to prejudice any right or remedy
which Agent or Lenders may now have or may have in the future under or in
connection with the Credit Agreement, the Parent Guaranty or the Warrants or (b)
to be a consent to any future amendment. Except as expressly amended hereby, the
Credit Agreement, the Parent Guaranty and the Warrants shall continue in full
force and effect.

         6.   BORROWER'S REPRESENTATIONS AND WARRANTIES. In order to induce
Agent and Lenders to enter into this Amendment and to amend the Credit
Agreement, Borrower and Guarantor each represent and warrant to each Lender and
Agent as follows:

              a.   CORPORATE POWER AND AUTHORITY. Borrower and Parent have all
requisite corporate power and authority to enter into this Amendment and to
carry out the transactions contemplated by, and perform their respective
obligations under the Credit Agreement, the Parent Guaranty and the Warrants,
each as amended by this Amendment (the "Amended Agreements"). The Certificate of
Incorporation of Parent and the Articles of Incorporation of Borrower and Bylaws
of each of Borrower and Parent have not been amended since May 12, 1994 other
than the Certificate of Amendment of Restated Certificate of Incorporation filed
with the Delaware Secretary of State on March 29, 1995 and attached hereto as
Exhibit A.


                                       6.
<PAGE>   7
              b.   AUTHORIZATION OF AGREEMENTS. The execution and delivery of
this Amendment and the performance of the Amended Agreements have been duly
authorized by all necessary corporate action on the part of the Borrower and
Parent, as applicable.

              c.   NO CONFLICT. The execution and delivery by the Borrower and
Parent of this Amendment and the performance by the Borrower and Parent of the
Amended Agreements do not and will not contravene (i) any law or regulation
binding on or affecting Borrower, Parent or any of their respective
Subsidiaries, (ii) the Certificate of Incorporation of Parent or Articles of
Incorporation of Borrower or Bylaws of any of either of them, (iii) any order,
judgment or decree of any court of other agency of government binding on either
of Borrower, Parent, or any of their respective Subsidiaries or (iv) any
contractual restriction binding on or affecting Borrower, Parent or any of their
respective Subsidiaries.

              d.   GOVERNMENTAL CONSENTS. The execution and delivery by Borrower
and Parent of this Amendment and the performance by Borrower and Parent of the
Amended Agreements, as applicable, do not and will not require any authorization
or approval of, or other action by, or notice to or filing with any governmental
authority or regulatory body.

              e.   BINDING OBLIGATION. This Amendment and the Amended Agreements
have been duly executed and delivered by Borrower and Parent and are the binding
obligations of Borrower and Parent, enforceable against them in accordance with
their respective terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar
laws of general application and equitable principles relating to or affecting
creditors' rights.

              f.   ABSENCE OF DEFAULT AND MODIFICATION OF AGREEMENTS WITH OTHER
CREDITORS. No event has occurred and is continuing or will result from the
consummation of the transactions contemplated by this Amendment that would
constitute an Event of Default as defined in either the Credit Agreement or the
Parent Guaranty. Neither Borrower nor Parent has modified any agreement with any
creditor of Borrower or Parent, other than by this Amendment, unless Borrower or
Parent has disclosed the terms of such modification to Lenders in writing.

         7.   LENDERS' REPRESENTATIONS AND WARRANTIES. Each Lender hereby
represents to Borrower, Parent, each other Lender and Agent that it has the full
right and power to amend each of the Amended Documents and continues to possess
all rights of the Holder (as defined in each Warrant) under the Warrant issued
in such Lender's favor.

         8.   CONDITIONS PRECEDENT. This Amendment shall be deemed effective as
of March 31, 1995 (the "Second Amendment Effective Date") upon satisfaction of
all of the following conditions precedent prior to April 14, 1995:

              a.   CORPORATE DOCUMENTS OF BORROWER. Agent and Lenders shall each
have received a certificate of a responsible officer of Borrower as to the
effectiveness of resolutions


                                       7.
<PAGE>   8
of the Board of Directors of Borrower authorizing Borrower to enter into this
Amendment and such other corporate documents as Agent shall reasonably request,
all in form and substance satisfactory to Agent.

              b.   CORPORATE DOCUMENTS OF PARENT. Agent and Lenders shall each
have received a certificate of a responsible officer of Parent as to the
effectiveness of resolutions of the Board of Directors of Parent authorizing
Parent to enter into this Amendment and such other corporate documents as Lender
shall reasonably request.

              c.   COST REIMBURSEMENT. All costs incurred by Agent incurred in
connection with the negotiation of this Agreement and Borrower's satisfaction of
the conditions precedent to the effectiveness hereof, together with all
outstanding reimbursable costs required to be paid under the Credit Agreement as
of such effective date, including, without limitation, the legal fees of Cooley
Godward Castro Huddleson & Tatum, shall have been paid in full.

              d.   UPDATE OF REPRESENTATIONS AND WARRANTIES. Agent and Lenders
shall each have received a certificate of responsible officers of Borrowers and
Parent certifying that the representations and warranties in Section 4 of the
Credit Agreement and Section 5 of the Parent Guaranty continue to be true and
complete in all material respects as of the date hereof after giving effect to
this Amendment (except to the extent such specifically relate to another date or
as specifically described therein and expressly approved by Requisite Lenders).

              e.   APPROVAL OF LENDERS. Agent shall have received from Requisite
Lenders written approval of this Amendment in form satisfactory to Agent.

              f.   DISPUTE RELATING TO 7% SUBORDINATED DEBT. Borrower and Parent
shall have provided to Agent and each Lender the certificate of a responsible
officer of each of Borrower and Parent attaching a true and complete list of all
documents in their possession regarding the disputes between Parent and/or
Borrower on the one hand and the holders of the 7% Subordinated Debt on the
other hand, which represents a list of all material documents evidencing awards,
findings and decisions made as of the date hereof by the arbitrator of the
disputes.

              g.   OTHER DOCUMENTS. Agent and Lenders shall have received such
other documents, information and items from Borrower and Parent as they shall
reasonably request.

         9.   RELEASE AND WAIVER.

              a.   Each of Borrower and Parent hereby acknowledge and agree
that: (1) it has no claim or cause of action against Lender or any parent,
subsidiary or affiliate of Lender, or any of Lender's officers, directors,
employees, attorneys or other representatives or agents (all of which parties
other than Lender being, collectively, "Lender's Agents") in connection with the
Credit Agreement, the loans thereunder or the transactions contemplated therein
and herein; (2) it has no offset or defense against any of its respective
obligations, indebtedness or


                                       8.
<PAGE>   9
contracts in favor of Lender; and (3) it recognizes that Lender has heretofore
properly performed and satisfied in a timely manner all of its obligations to
and contracts with Borrower.

              b.   Although Lender regards its conduct as proper and does not
believe Borrower to have any claim, cause of action, offset or defense against
Lender or any of Lender's Agents in connection with the Credit Agreement, the
loans thereunder or the transactions contemplated therein, Lender wishes and
Borrower agrees to eliminate any possibility that any past conditions, acts,
omissions, events, circumstances or matters could impair or otherwise affect any
rights, interests, contracts or remedies of Lender. Therefore, Borrower
unconditionally releases and waives (1) any and all liabilities, indebtedness
and obligations, whether known or unknown, of any kind Lender or of any of
Lender's Agents to Borrower, except the obligations remaining to be performed by
Lender as expressly stated in the Credit Agreement, this Amendment and the other
Loan Documents executed by Lender; (2) any legal, equitable or other obligations
or duties, whether known or unknown, of Lender or of any of Lender' Agents to
Borrower (and any rights of Borrower against Lender) besides those expressly
stated in the Credit Agreement, this Amendment and the other Loan Documents; (3)
any and all claims under any oral or implied agreement, obligation or
understanding with Lender or any of Lender's Agents, whether known or unknown,
which is different from or in addition to the express terms of the Credit
Agreement, this Amendment or any of the other Loan Documents; and (4) all other
claims, causes of action or defenses of any kind whatsoever (if any), whether
known or unknown, which Borrower might otherwise have against Lender or any of
Lender's Agents, on account of any condition, act, omission, event, contract,
liability, obligation, indebtedness, claim, cause of action, defense,
circumstance or matter of any kind whatsoever which existed, arose or occurred
at any time prior to the execution and delivery of this Amendment or which could
arise concurrently with the effectiveness of this Amendment.

              c.   Each of Borrower and Parent agree that it understands the
meaning and effect of Section 1542 of the California Civil Code, which provides:

              Section 1542. Certain Claims Not Affected by General Release. A
              general release does not extend to claims which the creditor does
              not know or suspect to exist in his favor at the time of executing
              the release, which if known by him must have materially affected
              his settlement with the debtor.

EACH OF BORROWER AND PARENT AGREE TO ASSUME THE RISK OF ANY AND ALL UNKNOWN,
UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CAUSES OF ACTION, CONTRACTS,
LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED BY THIS AMENDMENT
IN FAVOR OF LENDER AND LENDER'S AGENTS, AND EACH OF BORROWER AND PARENT HEREBY
WAIVE AND RELEASE ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER
THE AFOREMENTIONED SECTION 1542 OF THE CALIFORNIA CIVIL CODE WITH REGARD TO THE
RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CAUSES
OF ACTION,


                                       9.
<PAGE>   10
CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT (IF ANY)
WHICH ANY SUCH LAWS MAY BE APPLICABLE, EACH OF BORROWER AND PARENT WAIVE AND
RELEASE (TO THE MAXIMUM EXTENT PERMITTED BY LAW) ANY RIGHT OR DEFENSE WHICH IT
MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OF ANY APPLICABLE JURISDICTION WHICH
MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF ITS WAIVERS OR
RELEASES UNDER THIS AMENDMENT.

         10.  GUARANTOR CONSENT AND ACKNOWLEDGEMENT. Each party listed on the
signature pages hereto as a "Guarantor" hereby consents to this Amendment and
agrees that its guarantee of the Obligations of the Borrower under the Credit
Agreement shall continue in full force and effect, shall be valid and
enforceable and shall not be impaired or otherwise affected by the execution of
this Amendment or any other document or instrument delivered in connection
herewith.

         11.  FULL FORCE AND EFFECT; ENTIRE AGREEMENT. Except to the extent
expressly provided in this Amendment, the terms and conditions of the Credit
Agreement and the Parent Guaranty shall remain in full force and effect. This
Amendment and the other Loan Documents constitute and contain the entire
agreement of the parties hereto and supersede any and all prior agreements,
negotiations, correspondence, understandings and communications between the
parties, whether written or oral, respecting the subject matter hereof. The
parties hereto further agree that the Loan Documents comprise the entire
agreement of the parties thereto and supersede any and all prior agreements,
negotiations, correspondence, understandings and other communications between
the parties thereto, whether written or oral respecting the extension of credit
by Lender to Borrower and/or its Affiliates.

         12.  MISCELLANEOUS.

              a.   REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS. On and after the First Amendment Effective Date, each reference
in the Credit Agreement, the Parent Guaranty or the Warrants to "this
Agreement," "hereunder," "hereof," "herein" or words of like import referring to
the Credit Agreement, the Parent Guaranty or the Warrants and each reference in
the Loan Documents to the "Credit Agreement," the "Parent Guaranty," the
"Warrants, "thereunder," "thereof" or words of like import referring to the
Credit Agreement, the Parent Guaranty or the Warrants shall mean and be a
reference to the Amended Agreements.

              b.   FEES AND EXPENSES. Borrower acknowledges that all costs, fees
and expenses as described in Section 10.1 of the Credit Agreement incurred by
the Agent and its counsel with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of the Borrower.


                                      10.
<PAGE>   11
              c.   HEADINGS. Section and subsection headings in this Amendment
are included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.

              d.   APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

              e.   COUNTERPARTS. This Amendment may be executed in counterparts,
each of which when so executed shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.

                             [INTENTIONALLY BLANK]


                                      11.
<PAGE>   12
         WITNESS the due execution hereof by the respective duly authorized
officer of the undersigned as of the date first written above.

BORROWER                                          AURORA ELECTRONICS GROUP, INC.

                                                  By:/s/ John P. Grazer
                                                     ---------------------------
                                                  Name:  John P. Grazer
                                                       -------------------------
                                                  Title: Chief Financial Officer
                                                        ------------------------

PARENT                                            AURORA ELECTRONICS, INC.

                                                  By:/s/ John P. Grazer
                                                     ---------------------------
                                                  Name:  John P. Grazer
                                                       -------------------------
                                                  Title: Chief Financial Officer
                                                        ------------------------

AGENT                                             BANQUE PARIBAS

                                                  By:/s/ P. Yount
                                                     ---------------------------
                                                  Name:  P. Yount
                                                       -------------------------
                                                  Title: VP
                                                        ------------------------

GUARANTORS                                        AURORA ELECTRONICS, INC.

                                                  By:/s/ John P. Grazer
                                                     ---------------------------
                                                  Name:  John P. Grazer
                                                       -------------------------
                                                  Title: Chief Financial Officer
                                                        ------------------------

                                                  AURORA ELECTRONICS LIMITED

                                                  By:/s/ John P. Grazer
                                                     ---------------------------
                                                  Name:  John P. Grazer
                                                       -------------------------
                                                  Title: Chief Financial Officer
                                                        ------------------------


                                      12.