EXHIBIT 10.17

                                  A$400,000,000
                     Syndicated Senior Secured Debt Facility
                                    Agreement

                              Date: April 23, 1999

                        AUSTAR Entertainment Pty Limited
                                    Borrower

              Each Company specified as a Guarantor in Schedule 1
                                   Guarantor

          Each Financial Institution specified as a Bank in Schedule 2
                                      Bank

                       Chase Securities Australia Limited
                                 Facility Agent

                       Chase Securities Australia Limited
                                 Security Agent



                           (C) Copyright Clayton Utz


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                                TABLE OF CONTENTS
Clause                                                                      Page

1.       DEFINITIONS AND INTERPRETATION                                        1

1.1      Definitions                                                           1
1.2      Interpretation                                                       14
1.3      Joint and several liability                                          15
1.4      Debenture Stock Trust Deed                                           15
1.5      Specified Rate                                                       15
1.6      Dual lender                                                          15

2.       THE FACILITY                                                         16

2.1      Facilities                                                           16
2.2      Banks' Commitments                                                   17
2.3      Several obligations                                                  17
2.4      Several interests                                                    17
2.5      Purpose                                                              17
2.6      Termination                                                          17
2.7      Nature of Borrower's rights and obligations hereunder                18
2.8      Voting                                                               18

3.       CONDITIONS PRECEDENT                                                 18

3.1      Conditions precedent to the first Utilisation                        18
3.2      Conditions precedent to all Utilisations                             19
3.3      Waiver                                                               20
3.4      Condition Precedent to all Tranche 2 Utilisations                    20
3.5      Agent not liable                                                     20
3.6      Agent satisfied                                                      20

4.       UTILISATIONS 20

4.1      Notice                                                               20
4.2      Contents of Utilisation Notice                                       20
4.3      Requirements of Utilisation Notice                                   21
4.4      Agent Notify Banks                                                   21
4.5      Making of Advances                                                   21
4.6      Disbursement                                                         21
4.7      Facility Agent's right to vary                                       21

5.       COMMITMENTS                                                          22

5.1      Tranche 1 Commitments                                                22
5.2      Tranche 2 Commitments                                                22
5.3      Voluntary Cancellation                                               22
5.4      Reduction consequent on Repayment or Prepayment                      22
5.5      Limitations 22

                                                                             (i)
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                                TABLE OF CONTENTS
Clause                                                                      Page

6.       REPAYMENT AND PREPAYMENTS                                            23

6.1      Repayment of Tranche 1 Advances and Tranche 2 Advances               23
6.2      Recalculation of Repayments                                          23
6.3      Repayment Instructions                                               23
6.4      Voluntary Prepayment                                                 23
6.5      Facility Agent to notify Banks                                       24
6.6      Mandatory Prepayment                                                 24
6.7      Date for Prepayment                                                  25
6.8      General provisions relating to prepayment                            25

7.       INTEREST                                                             25

7.1      Interest Periods                                                     25
7.2      Restrictions on Selection                                            25
7.3      Calculation of Interest                                              26
7.4      Payment of Interest                                                  26

8.       INTEREST ON OVERDUE AMOUNTS                                          26

8.1      Payment of Interest                                                  26
8.2      Accrual of Interest                                                  26

9.       BILL RELIQUIFICATION                                                 27

9.1      Drawing of Bills                                                     27
9.2      Attorney                                                             27
9.3      Appointment Revoked                                                  27
9.4      Indemnity                                                            27
9.5      Notice                                                               27

10.      FEES                                                                 28

10.1     Commitment Fee                                                       28
10.2     Arrangement/Underwriting Fee                                         28
10.3     Establishment Fee                                                    28
10.4     Agency Fees                                                          28
10.5     Ratio Range                                                          28

11.      PAYMENTS                                                             29

11.1     Payment to Security Agent                                            29
11.2     Time and place                                                       29
11.3     Merger                                                               29
11.4     Conversion of Foreign Currency receipts to Dollars                   29
11.5     Costs of Conversion                                                  30

    
                                                                            (ii)
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                                TABLE OF CONTENTS
Clause                                                                      Page

11.6     Application                                                          30
11.7     Foreign Currency indemnity                                           30
11.8     Insufficient payment                                                 31
11.9     Anticipatory payments                                                31
11.10    Rounding                                                             31

12. TAXES 31

12.1     No deduction for Taxes and no set-off or counterclaim                31
12.2     Payment net of Taxes                                                 32
12.3     Funding                                                              33
12.4     Termination                                                          33
12.5     Right to Prepay Individual Bank                                      33
12.6     Goods and Services Tax                                               33

13.      ILLEGALITY                                                           34

14.      INCREASED COST                                                       34

14.1     Obligation to Indemnify                                              34
14.2     Right to Prepay Individual Bank                                      35

15.      MITIGATION                                                           35

15.1     Mitigation                                                           35
15.2     Replacement of Bank                                                  36
15.3     Costs and Expenses                                                   36

16. REPRESENTATIONS AND WARRANTIES                                            36

16.1     General representations and warranties                               36
16.2     Information representations and warranties                           38
16.3     Corporate representations and warranties                             39
16.4     Representations and warranties repeated                              40

17.      UNDERTAKINGS                                                         40

17.1     Duration and Benefit                                                 40
17.2     Information                                                          40
17.3     Security Value                                                       43
17.4     Liabilities                                                          45
17.5     Use of Funds                                                         46
17.6     Dividends and Share Capital                                          46
17.7     Intellectual Property Rights                                         47
17.8     Insurance                                                            48
17.9     Licences                                                             48
17.10    Material Contracts                                                   49
17.11    Security Property                                                    49


                                                                           (iii)
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                                TABLE OF CONTENTS
Clause                                                                      Page

17.12    General undertakings                                                 50

18.      FINANCIAL COVENANTS                                                  52

18.1     Financial Covenants                                                  52
18.2     Compliance Certificate                                               53
18.3     Stamp Duty Certificate                                               53

19.      DEFAULT AND TERMINATION                                              53

19.1     Events of Default                                                    53
19.2     Facility Agent's rights upon Event of Default                        57

20.      GUARANTEE AND INDEMNITY                                              58

20.1     Guarantee                                                            58
20.2     Indemnity                                                            58
20.3     Performance of Obligations                                           58
20.4     Liability as Guarantor and indemnifier                               58
20.5     Principal obligation                                                 58
20.6     Absolute liability                                                   58
20.7     Unconditional liability                                              59
20.8     No obligation to gain consent                                        61
20.9     No marshalling                                                       61
20.10    Void or voidable transactions                                        61
20.11    Insolvency                                                           62
20.12    No set-off, counterclaim, etc.                                       62
20.13    Restriction on Guarantor's dealings                                  62
20.14    Release of Obligor                                                   63
20.15    Conditions precedent                                                 63
20.16    Claim on the Guarantors                                              63
20.17    Subrogation                                                          63
20.18    General waiver by Guarantors                                         63
20.19    Judgment                                                             64

21.      ADDITIONAL GUARANTORS AND SECURITY                                   64

21.1     Additional Guarantors                                                64
21.2     Security                                                             64
21.3     Additional Security                                                  65

22.      RELEASE OF GUARANTORS AND SECURITY                                   65
22.1     Guarantors                                                           65
22.2     Assets                                                               65
22.3     Conditions for Release                                               66


                                                                            (iv)


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                                TABLE OF CONTENTS
Clause                                                                      Page

22.4     Release of Group Members                                             66
22.5     Restructure of Group                                                 67

23.      INDEMNITY                                                            67

24.      AGENTS                                                               67

24.1     Appointment                                                          67
24.2     Relationships                                                        67
24.3     Communications                                                       68
24.4     Instructions of Majority                                             68
24.5     Amendment                                                            68
24.6     No need for inquiries                                                69
24.7     Delegation                                                           69
24.8     Agent not bound to Enquire                                           69
24.9     Default                                                              69
24.10    Agents as Banks                                                      70
24.11    Agent's dealings                                                     70
24.12    Notices and reports                                                  70
24.13    Not responsible                                                      70
24.14    Indemnity                                                            71
24.15    Observe laws                                                         71
24.16    Replacement                                                          71
24.17    No authority                                                         72
24.18    Security Agent as Trustee                                            72
24.19    Permitted Lease Transaction                                          73

25.      SET-OFF                                                              73

26.      PRO RATA SHARING                                                     73

27.      EXPENSES AND STAMP DUTIES                                            74

27.1     Expenses                                                             74
27.2     Stamp duties                                                         75

28.      ASSIGNMENTS AND CONFIDENTIALITY                                      75

28.1     Successors and assigns                                               75
28.2     Assignments by the Borrower                                          75
28.3     Banks                                                                75
28.4     Substitution                                                         76
28.5     Increased Costs and Illegality                                       76
28.6     Sub-participation                                                    77
28.7     Stock Certificates                                                   77
28.8     Related Entities                                                     77
28.9     Confidentiality                                                      78
28.10    Bond Issue or Refinancing                                            78


                                                                             (v)

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                                TABLE OF CONTENTS
Clause                                                                      Page

29.      GOVERNING LAW AND JURISDICTION                                       79

29.1     Governing law                                                        79
29.2     Jurisdiction                                                         79

30.      MISCELLANEOUS                                                        79

30.1     Certificate of Agent                                                 79
30.2     Notices                                                              79
30.3     Continuing obligation                                                80
30.4     Settlement conditional                                               80
30.5     Indemnities                                                          80
30.6     Further assurance                                                    80
30.7     Attorney                                                             80
30.8     Severability of provisions                                           81
30.9     Remedies cumulative                                                  81
30.10    Waiver                                                               81
30.11    Consents and approvals                                               81
30.12    Written waiver, consent and approval                                 81
30.13    Time of essence                                                      82
30.14    Consultants fees                                                     82
30.15    Moratorium legislation                                               82
30.16    Binding on each signatory                                            82
30.17    Counterparts                                                         82
30.18    Proceeds Account                                                     82

31.      NO REPRESENTATION BY OR RELIANCE ON THE BANK OR AGENT                82

32.      REVIEW                                                               83

SCHEDULE 1 - ORIGINAL GUARANTORS                                              84

SCHEDULE 2 - BANKS                                                            86

SCHEDULE 3 - LICENCES                                                         88

SCHEDULE 4 - DOCUMENTARY CONDITIONS PRECEDENT                                 89

SCHEDULE 5 - FORMS OF UTILISATION NOTICE                                      91

SCHEDULE 6 - ACCESSION AGREEMENT                                              92

SCHEDULE 7 - SUBSTITUTION CERTIFICATE                                         94

SCHEDULE 8 - NOTICE FROM UIH                                                  99


                                                                            (vi)
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                                TABLE OF CONTENTS
Clause                                                                      Page

SCHEDULE 9 - COMPLIANCE CERTIFICATE                                          100

SCHEDULE 10 - FORM OF STAMP DUTY CERTIFICATE                                 102

SCHEDULE 11 - MATERIAL CONTRACTS                                             103

SCHEDULE 12 - PERMITTED LEASE TRANSACTION                                    104


                                                                           (vii)
<PAGE>

FACILITY AGREEMENT made at on 1999 at am/pm

BETWEEN           AUSTAR ENTERTAINMENT PTY LIMITED, ACN 068 104 530 of Level 29,
                  AAP Centre,  259 George Street,  Sydney,  New South Wales (the
                  "Borrower")

AND               EACH COMPANY SPECIFIED AS A GUARANTOR in Schedule 1 (each an
                  "Original Guarantor")

AND               EACH FINANCIAL INSTITUTION SPECIFIED AS A BANK in Schedule 2
                  (each a "Bank")

AND               CHASE SECURITIES  AUSTRALIA LIMITED,  ACN 002 888 011 of Level
                  35, AAP Centre, 259 George Street,  Sydney, New South Wales as
                  facility  agent for the Banks (in this  capacity the "Facility
                  Agent")

AND               CHASE SECURITIES  AUSTRALIA LIMITED,  ACN 002 888 011 of Level
                  35, AAP Centre, 259 George Street,  Sydney, New South Wales as
                  security agent and trustee for the Banks (in this capacity the
                  "Security Agent")

RECITALS

A.       At the  request  of the  Borrower  and the  Guarantors  the Banks  have
         agreed,  subject  to the  terms  of  this  Agreement,  to  provide  the
         facilities described herein to the Borrower.



B.       The Guarantors confirm that they enter into this Agreement for valuable
         consideration and that the provision of the guarantee contained in this
         Agreement is in their best interests and will give rise to a commercial
         benefit for them.

THE PARTIES AGREE:

1.       DEFINITIONS AND INTERPRETATION

1.1      Definitions

         In this Agreement:

         "A$200 Million Syndicated Senior Secured Debt Facility Agreement" means
         the agreement so entitled dated 31 July 1997 between the Borrower,  the
         Guarantors, the Banks (as defined therein) and the Security Agent.

         "Access Agreement" means:

         (a)      one or more shareholders'  agreements between Austar Satellite
                  Ventures Pty Limited ACN 082 617 829, the Borrower,  Satellite
                  Platform  Investments  Pty  Limited  ACN  083 164  505,  Optus
                  Network Pty Limited ACN 008 570 330,  Optus Vision Pty Limited
                  ACN 066 518 821 and Satellite  Platform Pty Limited or another
                  joint venture company;

                                                                              1.

<PAGE>


         (b)      one or more  service  agreements  in respect of the  satellite
                  platform to be between  Satellite  Platform Pty Limited or the
                  relevant joint venture entity and a member of the Group; and

         (c)      one  or  more   contribution  agreements  in  respect  of  the
                  satellite platform parties.

         "Accession  Agreement" means an agreement  substantially in the form of
         Schedule 6 made pursuant to clause 21.1.

         "Accounts" means from time to time:

         (a)        the latest audited  consolidated  annual accounts of CTV and
                    STV;

         (b)        the latest audited notionally  consolidated  annual accounts
                    of the Group;

         (c)        the latest audited consolidated  semi-annual accounts of CTV
                    and STV;

         (d)        the  latest  audited  notionally  consolidated   semi-annual
                    accounts of the Group;

         (e)        the  latest  unaudited   consolidated   monthly   management
                    accounts of the Group; and

         (f)        any   other   audited   or   unaudited    consolidated    or
                    unconsolidated  accounts (if any) of the Group or any member
                    thereof,  delivered  or  required  to be  delivered  to  the
                    Facility Agent pursuant to this Agreement,  or such of those
                    accounts as the context requires.

         "Additional Guarantor" means any entity which becomes a party hereto as
         a Guarantor pursuant to an Accession Agreement.

         "Advance" means:

         (a)      when  designated  "Tranche  1" or  "Tranche  2" the  principal
                  amount of each borrowing under this Agreement from the Tranche
                  1 Commitments or the Tranche 2 Commitments respectively or the
                  principal  amount of such borrowing  outstanding  from time to
                  time,  as the context  requires  (collectively  the "Tranche 1
                  Advances" and the "Tranche 2 Advances");

         (b)      without any such designation, a Tranche 1 Advance or a Tranche
                  2 Advance as the context requires,  and "Advances" without any
                  such designation means some
                  or all of the Tranche 1 Advances and/or the Tranche 2 Advances
                  as the context requires.

         "Adverse  Title  Retention   Arrangement"  means  any  title  retention
         arrangement  entered  into  with  any  person  in  connection  with the
         acquisition  of goods  in the  course  of  business  on terms  that the
         vendor's title is or may be retained in respect of any goods which have
         been paid for in full.

                                                                              2.
<PAGE>


         "Agent" means:

         (a)       when  designated "Facility Agent", Chase Securities Australia
                   Limited or any of its successors pursuant to clause 24.16;

         (b)      when designated  "Security Agent",  Chase Securities Australia
                  Limited  or any of its  successors  pursuant  to any  relevant
                  provision of any of the Securities; and

         (c)      without  any  such  designation,  the  Facility  Agent  or the
                  Security Agent, as the context requires,  and "Agents" without
                  any such  designation  means one or more of the Facility Agent
                  and the Security Agent, as the context requires.

         "Amortisation  Schedule"  means the schedule of dates and payments  set
         out in clause 6.1.

         "Availability  Period" means the period from the date of this Agreement
         to:

         (a)      when  designated  "Tranche  1", close of business in Sydney 90
                  days after the date of this Agreement;

         (b)      when designated "Tranche 2", close of business in Sydney on 30
                  June  2002,  or such  later date as all the Banks may agree in
                  writing on or after the date hereof.

         "Bank" means each of the following:

         (a)      each bank or other financial institution whose name is set out
                  in Schedule 2;

         (b)      each  bank or other  financial  institution  to  which  rights
                  and/or  obligations  under  this  Agreement  are  assigned  or
                  transferred pursuant to clause 28;

         (c)      any successor or successors in title to any of the  foregoing,


         provided  that upon (i)  termination in full of all the  Commitments of
         any  Bank,  and (ii)  irrevocable  payment in full of all amounts which
         may be or  become payable to such Bank under the Transaction Documents,
         such Bank  shall not be  regarded  as being a Bank for the  purposes of
         determining whether  any provision of any of the Transaction  Documents
         requiring   consultation   with  or  the  consent  or  approval  of  or
         instructions  from  the Banks or the Majority  Banks has been  complied
         with (together the "Banks").

         "Banking  Day" means a day (not  being a  Saturday  or Sunday) on which
         banks are open for business generally in Sydney and Melbourne.

         "Bill"  means  a bill of  exchange  within  the  meaning  given  to the
         expression  "bill of exchange" in the Bills of Exchange Act 1909 of the
         Commonwealth  of  Australia,  but does not  include a cheque or payment
         order,  and any reference to the drawing,  acceptance,  indorsement  or
         other  dealing  of or  with a Bill  refers  to a  drawing,  acceptance,
         indorsement or other dealing within the meaning of that Act.

                                                                              3.
<PAGE>

         "Bill  Rate"  in  relation  to each  Interest  Period  means  the  rate
         (expressed  as a percentage  per annum) which is the average of the bid
         rates  shown at  approximately  11.00 am on page  "BBSY" on the Reuters
         Monitor  System  on the first day of that  Interest  Period  for a term
         equal to the  duration  of that  Interest  Period (or if that  Interest
         Period is subject to. 4. marginal  adjustment,  for a term equal to the
         duration of the Interest Period prior to such adjustment) provided that
         if such rate is no longer  available or, in the opinion of the Facility
         Agent  such  rate  becomes   inappropriate,   unfair  or  incapable  of
         application, the Bill Rate shall mean the rate reasonably determined by
         the Facility Agent to be the appropriate  equivalent rate having regard
         to prevailing market conditions.

         "Chase" means The Chase Manhattan Bank, ARBN 074 112 011.

         "Commitment" in relation to a Bank means:

         (a)      when  designated  "Tranche  1"  or  "Tranche  2",  the  amount
                  appearing  and  designated as such against that Bank's name in
                  Schedule  2  or  in  the  Substitution  Certificate  or  other
                  document  by which it  became  a party to or  acquired  rights
                  under this Agreement (collectively the "Tranche 1 Commitments"
                  and the "Tranche 2 Commitments";

          (b)     without any such designation, a Bank's Tranche 1 Commitment or
                  Tranche 2 Commitment, as the context requires,

          in each case as  reduced  or  increased  pursuant  to clause 5.4 or by
          substitution  or transfer  pursuant to clause 28 and any  Substitution
          Certificates  to which  such  Bank is  party,  and to the  extent  not
          cancelled,  reduced or terminated  under this Agreement  (collectively
          the "Total Commitments").

          "Compliance Certificate" means a certificate in the form of Schedule 9
          signed  by two  members  of the  Board of  Directors  of the  Borrower
          stating  that the  financial  covenants  listed in clause 18.1 and the
          representations  and  warranties  listed  in  clause  16 are  true and
          correct  and,  when given at the end of the  financial  year,  will be
          based on audited Accounts.

         "Controller"   has  the   meaning  given  in  section   419(1)  of  the
         Corporations Law.

         "CTV" means CTV Pty. Limited, ACN 064 416 128.

         "Debentures" means the perpetual, subordinated,  convertible debentures
         issued by CTV or STV, as the case may be.

         "Debenture  Stock Trust Deed" means the deed so entitled  dated 2 April
         1997  entered  into by,  amongst  others,  the  Security  Agent and the
         Borrower.

         "Dollar"  or  "$" means the lawful  currency  for the time being of the
         Commonwealth of Australia.

         "EBITDA"  means, on a consolidated  basis for any period,  cash revenue
         minus:

         (a)      all corporate overhead;

                                                                              4.
<PAGE>

         (b)      all  scheduled  licence  and  service  fees  and   programming
                  payments; and

         (c)      all  operating   expenses  except  depreciation,  amortisation
                  (including   programming  amortisation),  interest   expenses,
                  other  non-cash  charges,  income  taxes   accrued  for   such
                  period,  extraordinary  abnormal and  non  recurring  gains or
                  losses,  and  gains  or losses  from the sale of assets to the
                  extent such items are included in operating expenses.

         "Encumbrance" means any mortgage,  charge,  pledge, lien,  encumbrance,
         security interest, title retention,  preferential right, security trust
         arrangement,  contractual  right  of  set-off  or  any  other  security
         agreement or arrangement in favour of any person.

         "Equipment"  means  receiving  equipment  consisting of antennae,  down
         converters,  satellite dishes,  set-top boxes,  ancillary equipment and
         installation costs.

         "Equity  Contribution"  means  the  amount  contributed  as cash to CTV
         and/or STV by UIH  Australia/Pacific,  Inc. or a Related Body Corporate
         of UIH  Australia/Pacific,  Inc.  (in the form of equity,  Subordinated
         Debt  or  other  type  of  financial  accommodation  acceptable  to the
         Facility  Agent)  which has been used or which is  available to be used
         for  the  purpose  of  purchasing  Equipment  and for  working  capital
         purposes  calculated  from 16 March  1999,  but does  not  include  any
         amounts contributed  pursuant to the Equity  Contribution  Agreement or
         clause 3.1(f).

         "Equity  Contribution  Deed"  means  the deed so  entitled  between the
         Borrower and UIH  Asia/Pacific  Communications  Inc. dated  on or about
         the date of this Agreement.

         "Event of  Default"  means any of the events set  out or referred to in
         clause 19 as an Event of Default.

         "Event of Insolvency" means:

         (a)      a  receiver,   manager,   receiver   and   manager,   trustee,
                  administrator,  Controller or similar  officer is appointed in
                  respect of an Obligor or any asset of an Obligor;

         (b)      a liquidator or provisional liquidator is appointed in respect
                  of any Obligor;

         (c)      any  application  (not  being  an  application   withdrawn  or
                  dismissed  within 7 days or an application  which the Facility
                  Agent agrees is frivolous or vexatious  and will be dismissed)
                  is made to a court  for an  order,  or an order is made,  or a
                  meeting  is  convened,  or a  resolution  is  passed,  for the
                  purpose of:

                  (i)      appointing a person  referred to in paragraphs (a) or
                           (b);
                  (ii)     winding up an Obligor; or
                  (iii)    proposing or  implementing a scheme of arrangement in
                           respect of an Obligor;

         (d)      a  moratorium  of  any  debts  of an  Obligor  or an  official
                  assignment  or a  composition  or an  arrangement  (formal  or

                                                                              5.
<PAGE>

                  informal)   with  an   Obligor's   creditors  or  any  similar
                  proceeding  or  arrangement  by which the assets of an Obligor
                  are subjected  conditionally or unconditionally to the control
                  of an Obligor's  creditors is ordered,  declared or agreed to,
                  or is applied  for and the  application  is not  withdrawn  or
                  dismissed within 7 days;

         (e)      an Obligor  becomes,  or admits in  writing  that it is, or is
                  declared  to be, is deemed  under  any  applicable  law to be,
                  insolvent or unable to pay its debts;

         (f)      any writ of execution,  garnishee order,  mareva injunction or
                  similar order, attachment,  distress or other process is made,
                  levied or issued  against  or in  relation  to any asset of an
                  Obligor in respect of a claim greater than $100,000.

         "Excess  Cash Flow" means,  for any  financial  year,  all cash inflows
         during that  period of the Group from  whatever  source (not  including
         cash proceeds from new equity and Subordinated  Debt issues),  less all
         cash  outflows  during  that  period  of  the  Group   (including  debt
         amortisation in accordance with the Amortisation Schedule but excluding
         any  payments  made   pursuant  to  clause   17.6),   determined  on  a
         consolidated basis and based on audited accounts.

         "Excluded  Taxes" means any Taxes  imposed by any  jurisdiction  on the
         overall net income of a Bank but not Taxes:

         (a)      which are calculated on or by reference to the gross amount of
                  any payments (without the allowance of any deduction)  derived
                  under this Agreement or any Transaction  Document or any other
                  document  referred  to  in  this  Agreement  or a  Transaction
                  Document by the Bank; or

         (b)      which are imposed as a result of the Bank being  considered  a
                  resident   of  or   organised   or  doing   business  in  that
                  jurisdiction  solely  as a result  of it being a party to this
                  Agreement  or  a  Transaction   Document  or  any  transaction
                  contemplated by this Agreement or a Transaction Document.

         "Facility" means:

         (a)      when  designated  "Tranche  1  Facility",   the  A$200,000,000
                  amortising cash advance facility referred to in clause 2.1(a);

         (b)      when  designated  "Tranche  2  Facility",   the  A$200,000,000
                  amortising cash advance facility referred to in clause 2.1(b);
                  and

         (c)      without  any such  designation,  the Tranche 1 Facility or the
                  Tranche  2  Facility  as  the  context   requires,

         and  "the  Facilities"  means the Tranche 1 Facility  and the Tranche 2
         Facility taken together.

         "Financial  Liability"  means  present or future,  actual or contingent
         indebtedness in respect of financial  accommodation,  credit or hedging

                                                                              6.
<PAGE>

         arrangements,  finance  leases  or hire  purchase  arrangements  or any
         guarantee or other assurance in respect of any such indebtedness.

         "financial year" means a calendar year ending on 31 December.

         "Foreign Currency" means the currency for the time being of any country
         other than the Commonwealth of Australia.

         "Funding Bank" means Chase or Toronto Dominion  Australia Limited,  ACN
         004 958 020.

         "Funding and LC Bank  Agreement"  means each  document so named entered
         into between the Funding Bank and an LC Bank.

         "Group"  means the  Borrower,  CTV and STV and each  Subsidiary  of the
         Borrower, CTV or STV.

         "GST" means any goods and services tax,  consumption  tax,  value added
         tax or any  similar  tax,  impost  or  duty  imposed  by any law of the
         Commonwealth  of  Australia  or any  State or  Territory  of  Australia
         (whether  in force  before or coming  into force after the date of this
         Agreement).

         "Guarantor"  means each entity  identified as an Original  Guarantor in
         Schedule 1 and each Additional Guarantor (together the "Guarantors").

         "Hedging  Agreements"  means  any  interest  rate or  currency  hedging
         agreement  entered  into  between  the  Borrower  and  a Bank  (or  its
         affiliate).

         "Information  Memorandum"  means the  memorandum  dated  February  1999
         prepared by the Facility Agent on the basis of information  supplied by
         the  Obligors  to assist the  Facility  Agent in  obtaining  persons to
         provide financial accommodation pursuant to the Facility and containing
         information, financial and otherwise, regarding Obligors.

         "Insolvency   Provision"   means  any  law   relating  to   insolvency,
         sequestration, liquidation or bankruptcy (including any law relating to
         the avoidance of  conveyances  in fraud of creditors or of  preferences
         and any law under which a liquidator or trustee in  bankruptcy  may set
         aside  or  avoid  transactions)  and any  provision  of any  agreement,
         arrangement   or  scheme,   formal  or   informal,   relating   to  the
         administration of any of the assets of any person.

         "Intended  Obligations"  means any  payment  or other act the making or
         doing of which  would have  formed  part of the  Obligations  but for a
         circumstance referred to in clause 20.7(c).

         "Interest  Expense" means all Senior Debt interest and financing costs,
         whether  paid  as  cash  or  accrued  as a  liability  on  all  direct,
         contingent  (including  imputed  interest  on capital  equipment  lease
         obligations), and other permitted indebtedness of the Group, determined
         on a consolidated  basis less any interest  revenue earned by the Group
         during that period.

         "Interest  Period" means  each period  determined  in  accordance  with
         clause 7.1.

                                                                              7.
<PAGE>


         "LC Bank" means any  person,  other than a Bank,  who has or  hereafter
         enters into a Funding and LC Bank Agreement with the Funding Bank.

         "Licence" means each of the licences listed in Schedule 3.

         "Long Range Plan" means the long term  financial  model prepared by the
         Borrower  dated  8  January  1999  and  contained  in  the  Information
         Memorandum  certified  as such by 2 directors of the  Borrower,  or any
         revised  version of such model,  agreed by the Facility Agent acting on
         instructions  from the Majority Banks to be the Long Range Plan for the
         purposes of this Agreement.

         "Majority Banks" means at any time:

         (a)      whilst  no  Advance  is  outstanding,  a  Bank  or  Banks  the
                  aggregate of whose  Commitments at the relevant time represent
                  by value more than  66-2/3% of the Total  Commitments  at such
                  time; or

         (b)      if an  Advance  is  then  outstanding,  a Bank  or  Banks  the
                  aggregate of whose  participation in the Advances  outstanding
                  at such  time  represent  by value  more than  66-2/3%  of the
                  aggregate of all the Advances.

         "Material  Adverse Effect" means any effect  which is, or is reasonably
         likely:

         (a)    to be materially adverse to:

                  (i)      the  ability of  CTV, STV or  the Borrower to perform
                           its material obligations under any of the Transaction
                           Documents to which it is a party; or
                  (ii)     the ability of any Obligor  (except  CTV,  STV or the
                           Borrower)  toperform its material  obligations  under
                           any of the  Transaction  Documents  to  which it is a
                           party and which are material to the Group as a whole;
                           or
                  (iii)    the  business,  assets,  financial  condition  of the
                           Borrower or of the Group taken as a whole; and/or

         (b)   (where the context so admits) to result in any of the Transaction
               Documents not being legal,  valid and binding on, and enforceable
               substantially in accordance with its material terms against,  any
               party  (other than a Bank,  the  Facility  Agent or the  Security
               Agent) to that Transaction Document and/or (in the case of any of
               the  Securities)  not providing to the Security  Agent for itself
               and on behalf of the Banks, perfected,  enforceable security over
               the assets to be covered by that Security,  in a manner and to an
               extent  reasonably   considered  by  the  Majority  Banks  to  be
               materially  adverse  to their  interests  under  the  Transaction
               Documents.

         "Material Contract" means:

         (a)       each document referred to in Schedule 11; and

         (b)      each  other  contract  entered  into by a member  of the Group
                  after  the  date  of  this  Agreement   which  is  of  similar

                                                                              8.
<PAGE>

                  importance  to the net cash flow or  operation of the business
                  of the Group as the contracts  listed in paragraph (a) of this
                  definition  and  which  the  Facility  Agent  (acting  on  the
                  instructions  of  the  Majority  Banks)  designates  to  be  a
                  Material Contract by notice to the Borrower.

         "Net  Proceeds"  means  the  consideration  received  by any  member or
         members of the Group in respect of the  disposal to a person not in the
         Group of any member of the Group or of all or any part of the business,
         undertaking or assets of any member of the Group  (including the amount
         of any  intercompany  debt repaid to continuing  members of the Group),
         after  deduction of all Taxes  applicable  on, or to any gain resulting
         from, the disposal and of all reasonable costs, fees,  expenses and the
         like properly incurred by continuing  members of the Group in arranging
         and effecting that disposal.

         "Obligations"  means  all  the  liabilities  of  the  Borrower  or  any
         Guarantor  to the  Agents  and the  Banks  under  or by  reason  of any
         Transaction  Document  and,  without  limiting  the  generality  of the
         foregoing, includes any liabilities which:

         (a)       are liquidated or unliquidated;

         (b)       are present, prospective or contingent;

         (c)       are in existence  before or come into existence upon or after
                   the date of this document;

         (d)       relate to the payment of money or the performance or omission
                   of any act;

         (e)       sound in damages only; or

         (f)       accrue as a result of an Event of Default,

         and irrespective of:

                  (i)      whether the  Borrower or any other  Obligor is liable
                           or  obligated solely, or  jointly and  severally with
                           another person;
                  (ii)     the  circumstances in which the Banks come to be owed
                           each  liability  or  obligation  and  in  which  each
                           liability  or  obligation  came to be secured by this
                           document,    including,    without   limitation   any
                           assignment  of any liability or obligation or of this
                           document; or
                  (iii)    the capacity in which the Borrower, any other Obligor
                           and  the  Banks  come  to  owe  or  to be  owed  such
                           liability or obligation.

         "Obligor"  means a several  reference to the Borrower,  each Guarantor,
         any other  member of the Group  which has been  required  to enter into
         (whether or not it has yet entered into) any Accession Agreement and/or
         Security and, when used in clause 20, also means any person from whom a
         Guarantor,  but for any provision of this Agreement,  would be entitled
         to seek  contribution  in respect of money paid or payable by virtue of
         the guarantee contained herein (together the "Obligors").

                                                                              9.
<PAGE>

         "Original Securities" means:

         (a)      Deed of Fixed and  Floating  Charge in favour of the  Security
                  Agent  over the whole of the assets  and  undertakings  of the
                  Borrower  and the Original  Guarantors  (other than CTV) which
                  are located in Queensland, dated 2 April 1997;

         (b)      Deed of Fixed and  Floating  Charge in favour of the  Security
                  Agent  over the whole of the assets  and  undertakings  of CTV
                  which are located in Queensland, dated 2 April 1997;

         (c)      Deed of fixed and  Floating  Charge in favour  of the Security
                  Agent over the  whole of the  assets and  undertakings  of the
                  Borrower  and  the Original  Guarantors  which  are located in
                  jurisdictions   other   than  Queensland,   South   Australia,
                  Western Australia and Tasmania, dated 2 April 1997;

         (d)      Deed of Fixed and  Floating  Charge in favour of the  Security
                  Agent  over the whole of the assets  and  undertakings  of the
                  Borrower  and the  Original  Guarantors  which are  located in
                  South Australia and Tasmania, dated 2 April 1997;

         (e)      Deed of Fixed and Floating Charge over the whole of the assets
                  and  undertakings of the Borrower and the Original  Guarantors
                  which are located in Western Australia, dated 2 April 1997;

         (f)       the Share Mortgage;

         (g)       Deed of  Charge  (Property  Situated in South  Australia  and
                   Tasmania)   dated  31  December   1998   between   Wollongong
                   Microwave  Pty Limited  and the Security Agent; and

         (h)      Deed of Charge (Property Situated in Jurisdictions  other than
                  Queensland,  South Australia,  Western Australia and Tasmania)
                  dated  31  December  1998  between  Wollongong  Microwave  Pty
                  Limited,  Chippawa Pty Limited,  Ilona Investments Pty Limited
                  and the Security Agent.

         "Permitted Lease Transaction"  means a sale and lease-back  transaction
         of the kind referred to in Schedule 12 or any  replacement  of Schedule
         12 which is approved by the Facility  Agent acting on the  instructions
         of all of the Banks.

         "Potential Event of Default" means any event which,  with the giving of
         notice, lapse of time, satisfaction of a condition or any determination
         would be likely to constitute an Event of Default.

         "Prescribed  Rate" for each Interest  Period means the aggregate of the
         Bill Rate in relation thereto and the Utilisation Margin.

         "Proportion"  means the amount of a Bank's  participation in an Advance
         in the  proportion  (applied to the  requested  amount of the  Advance)
         which its  Commitment  bearing  the same  Tranche  designation  as such

                                                                             10.
<PAGE>

         Advance  bears to the  amount  of the  Total  Commitments  having  such
         designation.

         "Quarterly  Date" means,  in any year, 31 March,  30 June, 30 September
         and 31 December.

         "Ratio  Range" on any date means the  amount of Total  Debt  divided by
         actual EBITDA for the last quarter annualised period.

         "Related  Body  Corporate"  has the  meaning  given in section 9 of the
         Corporations  Law, but on the basis that  "Subsidiary" for the purposes
         of that definition has the meaning given in this Agreement.

         "Repayment Date" means each repayment date specified in clause 6.1.

         "Salstel  Holdings" means Salstel  Media Holdings Pty  Limited, ACN 072
         016 383.

         "Salstel Investments" means Salstel  Media Investments Pty Limited, ACN
         072 016 132.

         "Securities"  means the  Original  Securities  together  with any other
         security  held by the Security  Agent as agent of the Banks at any time
         for the due performance,  observance and fulfilment of the Obligations,
         and "Security" means each or any one of them as the context requires.

         "Security Property" means any property subject to a Security.

         "Senior  Debt" means all direct and  contingent  borrowings  (excluding
         non-financial   corporate  guarantees)  of  the  Group  which  are  not
         subordinated.

         "Share  Mortgage" means the Deed of Mortgage of Securities in favour of
         the  Security  Agent  dated 1 July 1997  granted by  Salstel  Holdings,
         Salstel Investments and UIH Austar, Inc. in respect of the whole of the
         share capital in CTV and STV and certain other property.

         "Specified Rate" means the aggregate  of the Prescribed Rate and 2% per
         annum.

         "Stamp Duty Certificate" means a certificate in the form of Schedule 10
         signed by an authorised  officer of the Borrower as to the location and
         value of the Security Property.

         "Stock" means  debenture  stock issued under the Debenture  Stock Trust
         Deed.

         "STV" means STV Pty Limited, ACN 065 312 450.

         "Subordinated  Debt"  means any  indebtedness  the  payment of which is
         subordinated to the Senior Debt.

         "Subsidiary"  in relation to any person,  has  the meaning given in the
         Corporations Law but so that:

                                                                             11.
<PAGE>


         (a)      an entity will also be deemed to be a Subsidiary  of a company
                  if it is controlled by that company  (expressions used in this
                  paragraph  have the  meanings  given for the purposes of Parts
                  3.6 and 3.7 of the Corporations Law);

         (b)      a trust may be a  Subsidiary,  for the  purposes  of which any
                  units or other beneficial interests will be deemed shares; and

         (c)      a  corporation  or trust may be a Subsidiary  of a trust if it
                  would have been a Subsidiary if that trust were a corporation.

         A  determination  by any auditors of the Borrower for the time being as
         to   whether  an entity  is a  Subsidiary  of  another  entity  will be
         evidence of the same until the contrary is proved.

         "Substitution  Certificate" means a certificate in the form of Schedule
         7 completed  and entered  into in  accordance  with  clause  28.4,  and
         references to "substitutes" shall be construed as references to persons
         becoming party to this Agreement pursuant to Substitution Certificates.

         "Tax" and  "Taxes"  mean  all income tax,  stamp duty and other  taxes,
         levies,  imposts,  deductions,  charges and  withholdings plus interest
         thereon and penalties, if any, and charges, fees or other amounts  made
         on  or  in  respect   thereof  and   "Taxation"   shall   be  construed
         accordingly.

         "Termination Date" means the earlier of:

         (a)       (i)    when designated "Tranche 1 Termination Date", 31 March
                          2006;
                  (ii)    when designated "Tranche 2 Termination Date", 31 March
                          2006;

                  or in each  case  such  other  date as is  agreed  in  writing
                  between the Facility Agent (acting on the  instructions of all
                  Banks) and the Borrower; and

         (b)      such  earlier  date  on   which  the  Facility  is  terminated
                  or cancelled in accordance with this Agreement.

         "Total Debt" means Senior Debt plus Subordinated Debt.

         "Total Subscribers"  means, on a day, the subscription  revenue for the
         most recently ended month divided by the greater of:

         (a)      the average monthly residential customer revenue per home; or

         (b)      $35.95,

         as  certified to the Facility Agent by two of the Borrower's  directors
         on a monthly basis.

                                                                             12.
<PAGE>


         "Transaction Document" means:

         (a)      this  agreement  (together  with each Accession  Agreement and
                  Substitution Certificate);

         (b)      each Hedging Agreement;

         (c)      the  Debenture  Stock Trust Deed and each Stock  issued  under
                  that deed;

         (d)      each Security;

         (e)      the Equity Contribution Deed;

         (f)      the Tripartite Agreement;

         (g)      each other document to which any Obligor (on the one hand) and
                  an Agent or a Bank (on the other hand) are parties at any time
                  that:

                  (i)     relates to any money that is declared by that documen
                          to be part of the Obligations; or
                  (ii)    is  expressed to be, or  is agreed by the said parties
                          to  be,  a  Transaction  Document  for   the  purposes
                          hereof;

         (h)      the Funding and LC Bank Agreements; and

         (i)      any other  document  which is,  or which is  expressed  to be,
                  collateral or  supplemental to any other document that is then
                  a Transaction Document.

         "Tripartite  Agreement"  means  the  agreement so entitled  between the
         Borrower,  the Facility Agent and UIH Asia/Pacific  Communications Inc.
         dated  on or about the date of this Agreement.

         "Utilisation" means:

         (a)      when   designated   "Tranche  1  Utilisation"  or  "Tranche  2
                  Utilisation",  a  utilisation  under  this  Agreement  of  the
                  Tranche 1 Facility or the Tranche 2 Facility respectively;

         (b)      without any such  designation,  a utilisation of the Tranche 1
                  Facility or the Tranche 2 Facility, as the context requires.

         "Utilisation Date" means the date on which an Advance is made or, where
         the context requires, is proposed to be made.

         "Utilisation  Margin"  means the  percentage  per annum  determined  in
         accordance with clause 10.5.

         "Utilisation  Notice" means a notice given under clause 4 in respect of
         an Advance.

                                                                             13.
<PAGE>

1.2      Interpretation

         In this Agreement unless the context indicates a contrary intention:

         (a)      the  expression  "person" includes  an individual,  the estate
                  of  an  individual,  a  body  politic,  a  corporation  and  a
                  statutory or other authority or  association (incorporated or
                  unincorporated);

         (b)      a reference  to any party  includes  that  party's  executors,
                  administrators, successors, substitutes and assigns, including
                  any person taking by way of novation;

         (c)      a reference to any Transaction  Document however  described or
                  to any other  document  includes the  Transaction  Document or
                  other document as amended,  novated,  supplemented,  varied or
                  replaced from time to time;

         (d)      a reference to any  legislation or to any section or provision
                  thereof includes any statutory modification or re-enactment or
                  any   statutory   provision   substituted   therefor  and  all
                  ordinances,   by-laws,   regulations   and   other   statutory
                  instruments issued thereunder;

         (e)      words  importing  the  singular  include  the plural (and vice
                  versa) and words  denoting a given  gender  include  all other
                  genders;

         (f)      headings  are  for   convenience   only  a nd  do  not  affect
                  interpretation;

         (g)      a reference to a clause or Schedule is a reference to a clause
                  or Schedule of this Agreement;

         (h)      where any word or phrase is given a defined  meaning any other
                  part of speech or other  grammatical  form in  respect of such
                  word or phrase has a corresponding meaning;

         (i)      where  the day on or by which any sum is  payable  or any act,
                  matter  or thing is to be done is a day  other  than a Banking
                  Day, that sum will be paid and such act,  matter or thing will
                  be done on the immediately preceding Banking Day;

         (j)      all  accounting  terms  used have the  meaning  given to those
                  terms under  accounting  principles  and  practices  generally
                  accepted in Australia from time to time;

         (k)      representations,   warranties,   covenants,  undertakings  and
                  agreements  made or given in  favour  of the  Agents  in their
                  capacity as Agents  enure for the  benefit of and,  subject to
                  the  Transaction  Documents,  be capable of enforcement by the
                  Banks and each of them; and

         (l)      a reference  to a law  includes an  Australian  or  applicable
                  foreign  law,  regulation,  rule,  directive  or policy of any
                  government or regulatory  authority  whether or not having the
                  force of law.

                                                                             14.
<PAGE>

1.3      Joint and several liability

         The obligations of the Guarantors  under this Agreement will bind each
         of  them  severally  and every 2 or more of them jointly and unless the
         context indicates a contrary  intention,  the expression  "Guarantors"
         will be deemed to  include  any person  who has  guaranteed,  or in the
         future  guarantees to the Agents and the Banks  the due  performance of
         the whole or any part of the Obligations.

1.4      Debenture Stock Trust Deed

         This Agreement and each of the Transaction Documents as defined in this
         Agreement are "Transaction Documents" for the purposes of the Debenture
         Stock Trust Deed.

1.5      Specified Rate

         A reference to the Specified  Rate in the  Securities is agreed to be a
         reference to the Specified Rate as defined in clause 1.1.

1.6      Dual lender

         (a)      The Borrower, the Guarantors, the Facility Agent, the Security
                  Agent and each Bank  acknowledge and agree that the Commitment
                  of  ABN  AMRO  Australia  Limited  and  ABN  AMRO  Bank  N.V.,
                  Australian  Branch,  as Banks,  is one and the same Commitment
                  made by them jointly and  severally.  Where ABN AMRO Australia
                  Limited and ABN AMRO Bank N.V.,  Australian Branch are obliged
                  to provide an Advance,  which of them  actually  provides that
                  Advance will be  determined by ABN AMRO  Australia  Limited in
                  its absolute discretion.

         (b)      Each  reference  in any  Transaction  Document  to a "Bank" in
                  relation  to  an  Advance  will,  so  far  as  that  reference
                  relates  to  ABN AMRO  Australia  Limited  and  ABN AMRO  Bank
                  N.V.,  Australian  Branch  be  deemed  to  be a  reference  to
                  whichever  of ABN  AMRO Bank N.V.,  Australian  Branch  or ABN
                  AMRO  Australia  Limited  has actually  provided that Advance.
                  Each  other reference in any Transaction  Document to a "Bank"
                  will, so  far as that  reference relates to ABN AMRO Australia
                  Limited and  ABN AMRO  Bank N.V.,  Australian Branch be deemed
                  to  be a  reference  to either or both of  ABN AMRO  Australia
                  Limited  and ABN AMRO Bank N.V.,  Australian  Branch,  as  the
                  context requires.

         (c)      Unless otherwise agreed in writing, all payments in respect of
                  fees are to be made  for the  account  of ABN  AMRO  Australia
                  Limited and all payments to ABN AMRO Australia  Limited,  as a
                  Bank in  respect of an  obligation  to pay ABN AMRO Bank N.V.,
                  Australian Branch will satisfy, to the extent of that payment,
                  the obligation to pay ABN AMRO Bank N.V., Australian Branch.

         (d)      A consent from, a communication to or by, or the exercise of a
                  discretion by, one of ABN AMRO Bank N.V., Australian Branch or
                  ABN AMRO Australia Limited in its capacity as a Bank will bind
                  the other of them as a Bank.

                                                                             15.
<PAGE>


         (e)      A payment to ABN AMRO Bank N.V., Australian Branch, in respect
                  of an  obligation  to pay  ABN  AMRO  Australia  Limited  will
                  satisfy, to the extent of that payment,  the obligation to pay
                  ABN AMRO Australia Limited and a payment to ABN AMRO Australia
                  Limited,  in  respect  of an  obligation  to pay ABN AMRO Bank
                  N.V.,  Australian Branch, shall satisfy, to the extent of that
                  payment the  obligation to pay ABN AMRO Bank N.V.,  Australian
                  Branch.

         (f)      Any  additional  costs and expenses  incurred by ABN AMRO Bank
                  N.V.,  Australian  Branch,  or ABN AMRO Australia Limited as a
                  result of ABN AMRO Bank N.V.,  Australian Branch, and ABN AMRO
                  Australia Limited providing  Advances instead of just ABN AMRO
                  Bank N.V.,  Australian  Branch or ABN AMRO  Australia  Limited
                  providing  those Advances will be borne by ABN AMRO Bank N.V.,
                  Australian  Branch and ABN AMRO Australia Limited and will not
                  be passed on to the Borrower.

         (g)      This  clause  1.6  applies  for so long as ABN AMRO  Australia
                  Limited is a wholly owned subsidiary of ABN AMRO Bank N.V.. If
                  ABN  AMRO  Australia  Limited  ceases  to  be a  wholly  owned
                  subsidiary  of ABN AMRO  Bank  N.V.  or if ABN AMRO  Bank N.V.
                  elects that ABN AMRO Australia Limited will not provide future
                  Advances and notifies the Borrower of that election:

                  (i)      this clause 1.6 ceases to apply to any Advances after
                           the date of that cessation or election;
                  (ii)     ABN AMRO N.V.,  Australian  Branch  will  provide its
                           Commitment  and each Advance  previously  provided by
                           ABN AMRO Australia Limited; and
                  (iii)    ABN AMRO N.V.,  Australian Branch, will do all things
                           and  execute  all  documents  (at its  cost)  to give
                           effect to sub-clauses (i) and (ii).

2.       THE FACILITY

2.1      Facilities

         Subject  to the  terms  of this  Agreement  and in  reliance  upon  the
         representations and warranties set out in clause 16, the Banks grant to
         the Borrower the following facilities:

         (a)      Tranche 1 Facility: a cash advance facility whereby the Banks,
                  when  requested  by the  Borrower  pursuant  to a  Utilisation
                  Notice,  during the Tranche 1 Availability  Period,  will make
                  Tranche 1  Advances  in an  aggregate  amount  which  will not
                  exceed the Tranche 1 Commitments; and

         (b)      Tranche 2 Facility: a cash advance facility whereby the Banks,
                  when  requested  by the  Borrower  pursuant  to a  Utilisation
                  Notice,  during the Tranche 2 Availability  Period,  will make
                  Tranche 2  Advances in an  aggregate  amount  which  will  not
                  exceed the Tranche 2 Commitments.

                                                                             16.
<PAGE>
              

2.2      Banks' Commitments

         No Bank is obliged to  participate in the making of a Tranche 1 Advance
         or a Tranche 2 Advance  if to do so would  cause the  aggregate  of its
         participation  in Tranche 1 Advances or Tranche 2 Advances (as the case
         may be)  outstanding  under  this  Agreement  to exceed  its  Tranche 1
         Commitment or its Tranche 2 Commitment (as the case may be).

2.3      Several obligations

         The obligations of each Bank under this Agreement and each  Transaction
         Document are several.  The failure of a Bank to perform its obligations
         under this  Agreement or a Transaction  Document  shall not relieve any
         other  Bank,  the  Agents  or an  Obligor  of  any  of  its  respective
         obligations or responsibilities under this Agreement or the Transaction
         Documents.  The Agents shall not be responsible  for the obligations of
         any Bank (except for its own obligations, if any, as a Bank), nor shall
         any Bank be responsible for the obligations of any other Bank.

2.4      Several interests

         The interests of the Agents and each Bank under this Agreement and each
         Transaction Document are several. The amounts due to the Facility Agent
         on its own account,  the Security  Agent on its own account and to each
         Bank under this  Agreement  or a  Transaction  Document  constitutes  a
         separate and independent debt.

2.5      Purpose

         (a)      The Facilities will be used as follows:

                  (i)      the  Tranche 1 Facility  will be used for the purpose
                           of repaying in full the moneys owing  pursuant to the
                           A$200 Million Syndicated Senior Secured Debt Facility
                           Agreement  and   thereafter   for  the  purchase  and
                           installation   of  Equipment   and  working   capital
                           requirements; and
                  (ii)     the  Tranche 2 Facility  will be used for the purpose
                           of  implementing  the Long Range Plan,  including but
                           not limited to purchasing  and  installing  Equipment
                           and working capital requirements.

         (b)      The  Facilities  will not be used for any other  purpose  than
                  that described in clause 2.5(a).

2.6      Termination

         (a)      The Tranche 1 Facility terminates on the Tranche 1 Termination
                  Date.

         (b)      The Tranche 2 Facility terminates on the Tranche 2 Termination
                  Date.

                                                                             17.
<PAGE>


2.7      Nature of Borrower's rights and obligations hereunder

         (a)      (Borrower as Agent): Each Obligor (other than the Borrower) by
                  its  execution of this  Agreement  or an  Accession  Agreement
                  irrevocably  authorises the Borrower on its behalf to give all
                  notices and instructions under the Transaction  Documents,  to
                  execute on its behalf any Accession Agreement and to make such
                  agreements  capable  of  being  given  or made by any  Obligor
                  relating to the  Transaction  Documents  notwithstanding  that
                  they may affect such Obligor,  without further reference to or
                  the consent of such Obligor.

         (b)      (Borrower's  acts binding):  Every  act, omission,  agreement,
                  undertaking,    settlement,    waiver,    notice   o r   other
                  communication  given  or  made  by  the  Borrower  under  this
                  Agreement, or in  connection with this  Agreement, (whether or
                  not known to any  other Obligor and  whether  occurring before
                  or after  such  other  Obligor  became  an Obligor  under this
                  Agreement)  shall  be binding  for all  purposes on  all other
                  Obligors  as if  the other  Obligors had  expressly  concurred
                  with the same.  In the  event  of any   conflict  between  any
                  notices  or  other  communications  of  the  Borrower  and any
                  other Obligor, those of the Borrower shall prevail.

2.8       Voting

         (a)      When  the  Funding  Bank  enters  into a  Funding  and LC Bank
                  Agreement,  it  may  notionally  divide  any  or  all  of  its
                  Commitments and/or participation in the Advances into separate
                  amounts to reflect  each LC Bank's  Commitment  (as defined in
                  the relevant  Funding and LC Bank  Agreement)  and may vote or
                  abstain from voting, with respect to any such separate amount,
                  on any  matter  separately  and  differently  from its vote or
                  abstention  with respect to any other such separate  amount on
                  such matter.

         (b)      LC Banks may attend any meeting of Banks.

         (c)      Subject to clause 28.3(a), if a Bank assigns its participation
                  in some or all of the Advances to another  person  pursuant to
                  clause  28.3(c),  it may  vote  or  abstain  from  voting  the
                  participation  in these Advances  separately  and  differently
                  from its vote or  abstention  with  respect  to its  remaining
                  participation in any Advances.

3.       CONDITIONS PRECEDENT

3.1      Conditions precedent to the first Utilisation

         The  obligations  of each Bank under this  Agreement are subject to the
         conditions precedent that:

         (a)      (Finance Documents):  the Facility Agent has received original
                  copies of this Agreement and the Securities,  duly executed by
                  the  Borrower and the Original  Guarantors,  together  with an
                  undertaking  by the Borrower  (which it hereby  gives) that it
                  will pay all applicable  stamp duty,  including  further stamp
                  duty on the Securities when, and if, required;

                                                                             18.
<PAGE>


         (b)      (Documents):  the  Facility  Agent  has  received  all  of the
                  documents   listed  in  Schedule  4  in  form  and   substance
                  satisfactory to it;

         (c)      (Fees):  all fees referred to in clauses  10.2,  10.3 and 10.4
                  and all other fees and  expenses  owing to the Banks and their
                  consultants  have been paid, other than those disputed in good
                  faith   or   confirmation   that   the   Borrower   will   pay
                  simultaneously  with  the  first  Utilisation  those  fees and
                  expenses;

         (d)      (Total Subscribers):  the Facility Agent has received evidence
                  in the form of a statement from two directors of the Borrower,
                  that the Group has  achieved  and  maintains  a minimum  Total
                  Subscribers level of 280,000;

         (e)      (Indenture):   the  Facility   Agent  has  received  a  notice
                  substantially   in  the   form   of   Schedule   8  from   UIH
                  Australia/Pacific, Inc.;

         (f)      (Equity):   the   Facility   Agent   has   received   evidence
                  satisfactory to it that UIH Asia/Pacific  Inc. has contributed
                  $2,500,000  in cash to CTV  and/or STV (in the form of equity,
                  Subordinated  Debt or other  type of  financial  accommodation
                  acceptable  to the  Facility  Agent)  in  respect  of  adverse
                  foreign exchange movements in the first quarter of 1999;

         (g)      ( Compliance  Certificate):  the Facility Agent has received a
                  Compliance Certificate; and

         (h)      (Stamp  Duty Certificate):  the Facility  Agent has received a
                  Stamp Duty Certificate.

3.2      Conditions precedent to all Utilisations

         The  obligations of the Facility Agent and each Bank in respect of each
         Utilisation are subject to the Facility Agent being satisfied that both
         at the date of the relevant  Utilisation  Notice and at the Utilisation
         Date:

         (a)      (Representations  and  warranties true):  the  representations
                  and  warranties  listed in clause 16 are true and correct and
                  will be correct immediately after the making of the Advance;

         (b)      (No Event of Default): no Event of Default or Potential Event 
                  of Default is subsisting or will result from the making of the
                  Advance;

         (c)      (No  Material Adverse  Effect):   no event has  occurred which
                  would have a Material Adverse Effect;

         (d)      (No  Change in Law): no change has occurred in applicable laws
                  or regulations which would have a Material Adverse Effect; and

         (e)      (Further  Guarantees and Security):  all Accession  Agreements
                  and  Securities  required by the terms of this Agreement to be
                  entered into on or before such  Utilisation  Date have been or
                  will on such  Utilisation  Date be duly executed and delivered
                  to the  Facility  Agent  together  with  all  other  documents
                  required to be  delivered  to the  Facility  Agent in relation
                  thereto.

                                                                             19.
<PAGE>


3.3       Waiver

         The conditions precedent listed in clauses 3.1 and 3.2 may be waived by
         the Facility Agent when so instructed by:

         (a)     all Banks, in relation to clause 3.1; and

         (b)     the Majority Banks, in relation to clause 3.2.

3.4      Condition Precedent to all Tranche 2 Utilisations

         The  obligations of the Facility Agent and each Bank in respect of each
         Tranche 2 Utilisation are subject to the Facility Agent being satisfied
         that at the  relevant  date of the  Tranche 2  Utilisation  Notice  the
         amount of the Equity  Contribution  is at least 50% of the aggregate of
         the amount of Tranche 2 Advances  outstanding and the amount  requested
         in the Tranche 2 Utilisation Notice.

3.5      Agent not liable

         The Facility  Agent shall be deemed to be  satisfied  with the form and
         substance of a document  under clause  3.1(b) if to the Facility  Agent
         the document  appears on its face to conform with its  description  and
         the  Facility  Agent  shall not be liable for any cost,  loss damage or
         expense  suffered or incurred by any person as a result of its being so
         satisfied.

3.6      Agent satisfied

         The Facility  Agent will be deemed to be satisfied  that the conditions
         precedent to Utilisations  referred to in clauses 3.2 and 3.4 have been
         met if, prior to each  Utilisation  Date,  the Facility  Agent receives
         from the  Borrower  a  written  notice  certifying  that  the  relevant
         conditions  precedent have been met and  information in support of that
         certification and the information  appears, on its face, to support the
         certification made.

4.       UTILISATIONS

4.1      Notice

         The Borrower may request a Utilisation  under the Facility on a Banking
         Day by giving  written notice of its intention to do so to the Facility
         Agent.

4.2      Contents of Utilisation Notice

         Each Utilisation Notice for an Advance shall be in the form of Schedule
         5 and shall specify:

         (a)      whether  the Utilisation is a Tranche 1 Advance or a Tranche 2
                  Advance;

                                                                             20.
<PAGE>

         (b)      the amount of the  Utilisation  (which  shall not be less than
                  $5,000,000 and must be an integral multiple of $1,000,000);

         (c)      the  proposed  Utilisation  Date which  must be a Banking  Day
                  prior to expiration of the applicable Availability Period;

         (d)      the proposed  duration of its (or its first)  Interest  Period
                  (which must be of either 1, 2, 3 or 6 months duration);

         (e)      payment instructions; and

         (f)      such  other particulars as the Facility Agent may from time to
                  time require.

4.3      Requirements of Utilisation Notice

         Each Utilisation Notice shall:

         (a)      be received by the Facility Agent 3 clear Banking Days before
                  the proposed  Utilisation Date;

         (b)      be  signed by  a person duly  authorised by the Borrower to do
                  so;

         (c)      be irrevocable; and

         (d)      not be given until the  conditions  precedent to a Utilisation
                  have been satisfied or waived.

4.4      Agent Notify Banks

         Promptly  after its receipt of a Utilisation  Notice the Facility Agent
         shall notify each Bank.

4.5      Making of Advances

         Subject  to the  terms  of this  Agreement,  each  Bank  shall,  on the
         Utilisation  Date,  make available to the Facility Agent its Proportion
         in Dollars for the account of the  Borrower.  All such amounts shall be
         made available to the Facility  Agent in accordance  with clause 11 for
         disbursement  to or to the order of the Borrower in accordance with the
         provisions of this Agreement.

4.6      Disbursement

         Amounts received by the Facility Agent under clause 4.5 or 5.1 shall be
         applied by it in accordance with the payment instructions  specified in
         the relevant Utilisation Notice.

4.7      Facility Agent's right to vary

         Without  limitation  to the rights  and powers  vested in it under this
         Agreement,  the Facility Agent may vary any of the times at or by which

                                                                             21.
<PAGE>

         any  act,  matter  or  thing is to be done  under  this  clause 4 if it
         determines  that such a variation  is  necessary or desirable to ensure
         the effective  operation of the Facility.  Any such variation  shall be
         binding on all parties to this Agreement.

5.       COMMITMENTS

5.1      Tranche 1 Commitments

         Any part of the Tranche l  Commitments  not borrowed  hereunder  before
         expiry  of  the  Tranche  1  Availability  Period  shall  be  cancelled
         automatically at close of business in Sydney on such expiry.

5.2      Tranche 2 Commitments

         Any part of the Tranche 2 Commitments not drawn hereunder before expiry
         of the Tranche 2 Availability  Period shall be cancelled  automatically
         at close of business in Sydney on such expiry.

5.3      Voluntary Cancellation

         The Borrower may, on giving not less than 30 days' prior written notice
         to the Facility  Agent (which shall promptly give notice of the same to
         the Banks),  cancel or reduce any of the Tranche 1  Commitments  or the
         Tranche 2  Commitments  in whole or in part  specified  by the Borrower
         without  incurring  any  penalty  or other  cost,  provided  that  such
         cancellation  or  reduction  may only be  effected to the extent of the
         amount  of the  applicable  Commitments  undrawn  on that  date and the
         applicable  Commitments of each Bank must be reduced pro rata. Any such
         notice by the  Borrower  shall be  irrevocable  and shall  specify  the
         relevant Commitments being cancelled, the date upon which the reduction
         is to become effective and the amount of the reduction.

5.4      Reduction consequent on Repayment or Prepayment

         (a)      The Commitments shall be reduced (such reduction being applied
                  pro rata as between all the Tranche 1  Commitments  and/or the
                  Tranche 2  Commitments  as the case may be),  by the amount of
                  any  repayment  or  prepayment  of any  Tranche 1  Advance  or
                  Tranche 2 Advance made pursuant to clauses 6.1, 6.4 and 6.6.

         (b)      An  individual  Bank's  Tranche  1  Commitment  and  Tranche 2
                  Commitment shall be reduced by the amount of any prepayment of
                  that Bank's  participation  in any.  22.  Tranche 1 Advance or
                  Tranche 2 Advance  (as the case may be) made  pursuant  to any
                  other provision of this Agreement.

5.5      Limitations

         Save  as  expressly  provided,  any  amount  of the  Total  Commitments
         cancelled or otherwise  extinguished  under this  Agreement  may not be
         reinstated.  Save as expressly  provided neither the Total  Commitments
         nor any constituent part thereof may be reduced or cancelled under this
         Agreement.

                                                                             22.
<PAGE>


6.       REPAYMENT AND PREPAYMENTS

6.1      Repayment of Tranche 1 Advances and Tranche 2 Advances

         At the end of the Tranche 2  Availability  Period,  the Facility  Agent
         will  calculate  the  repayment  instalments  for each  Repayment  Date
         specified below having regard to the outstanding  Advances.  The amount
         to be repaid on each  Repayment  Date  will be  calculated  so that the
         remaining  Advances  outstanding  after such repayment are equal to the
         amount  of  Advances  outstanding  on the last day of the  Availability
         Period multiplied by the percentage set out opposite the relevant date.

         Repayment Dates                                             %

         31 December 2002                                          96.50
         31 March 2003                                             93.00
         30 June 2003                                              87.75
         30 September 2003                                         82.50
         31 December 2003                                          77.25
         31 March 2004                                             72.00
         30 June 2004                                              63.50
         30 September 2004                                         55.00
         31 December 2004                                          46.50
         31 March 2005                                             38.00
         30 June 2005                                              28.50
         30 September 2005                                         19.00
         31 December 2005                                          9.50
         31 March 2006                                               0


6.2      Recalculation of Repayments

         If during the period from the end of the Tranche 1 Availability  Period
         or the  Tranche  2  Availability  Period  (whichever  is  later) to the
         Tranche 1 Termination Date or the Tranche 2 Termination Date (whichever
         is later),  the Borrower  prepays any part of the Tranche 1 Advances or
         Tranche 2 Advances  under any of clauses 6.4, 6.6, 6.7,  12.4, 13, 14.2
         or 19, the Facility Agent will  recalculate the repayment  installments
         for  each  remaining  Repayment  Date by  applying  the  amount  of the
         prepayment pro rata against all remaining repayment instalments.

6.3      Repayment Instructions

         Upon completion of the calculations referred to in clauses 6.1 and 6.2,
         the  Facility  Agent  will  notify  the  Borrower  in  writing  of  the
         repayments required to be made by the Borrower in accordance with those
         calculations.

6.4      Voluntary Prepayment

         (a)      The Borrower may prepay an Advance or part thereof on the last
                  day of its current  Interest Period on giving not less than 10
                  Banking Days' prior written notice to the Facility Agent.

                                                                             23.
<PAGE>

         (b)      Any notice of prepayment  given by the Borrower is irrevocable
                  and the Borrower is thereby bound to prepay in accordance with
                  the notice.

         (c)      Interest  accrued on any amount  prepaid under this  Agreement
                  shall be paid at the time of prepayment.

         (d)      Any  prepayment  is  permanent,   and  the  Facility  will  be
                  cancelled to the extent of the prepayment.

6.5      Facility Agent to notify Banks

         Promptly after its receipt of a notice of prepayment the Facility Agent
         shall  notify  each  Bank of the  prepayment,  the  date on  which  the
         prepayment is to be made and its pro rata share thereof.

6.6      Mandatory Prepayment

         (a)      After the expiry of the  Tranche 2  Availability  Period,  the
                  Borrower  will apply on an annual basis  towards the repayment
                  of the Facility,  without  limitation,  50% of the Excess Cash
                  Flow for the  preceding  12 month  period.  The  amount  to be
                  prepaid will be calculated by the Facility Agent on receipt of
                  the audited annual Accounts.

         (b)      If any member of the Group or any of the  assets,  business or
                  undertaking  of any member of the Group are  disposed  of, the
                  Borrower, unless the Majority Banks shall otherwise consent in
                  writing,  shall  apply,  or shall  procure that there shall be
                  applied, forthwith an amount equal to the Net Proceeds arising
                  from  the   disposal,   in  or  towards   prepayment   of  the
                  Utilisations  in  accordance  with clause 6, provided that the
                  foregoing shall not apply to Net Proceeds arising from:

                  (i)      a disposal of trading stock in the ordinary course of
                           trading; or
                  (ii)     a disposal of assets not  constituting  trading stock
                           which  are  to be  replaced  by  other  assets  being
                           acquired  for  use  for  like  purposes  and  are  so
                           replaced within 3 months of the date of such disposal
                           (save  to the  extent  the Net  Proceeds  exceed  the
                           acquisition cost of those other assets); or
                  (iii)    any disposal the  consideration for which, when taken
                           together  with  the  consideration  for  any  related
                           disposals  or  recoveries,  does not exceed  $500,000
                           unless  or  until  the  aggregate   thereof   exceeds
                           $5,000,000 in any 12 month period; or
                  (iv)     a Permitted Lease Transaction.

         (c)      At any time during the term of the Facility, the Borrower must
                  apply in  prepayment of any Advances  outstanding  at the time
                  all of the  proceeds (in excess of  replacement  costs) of any
                  property   or   casualty   insurance,   other  than   business
                  interruption insurance.

                                                                             24.
<PAGE>

6.7      Date for Prepayment

         If the Borrower  becomes obliged to prepay or procure the prepayment of
         any amount under clause 6.6, the  prepayment  shall be made on the last
         day of the Interest Period relating to the Advance to be repaid.

6.8      General provisions relating to prepayment

         (a)      The Facility Agent's certificate as to the repayments and date
                  for  repayments  required to be made by the  Borrower  will be
                  conclusive  and binding on the Borrower and the  Guarantors in
                  the absence of manifest error on the face of the certificate.

         (b)      Amounts  repaid and prepaid in respect of the  Advances  under
                  any  provision  of  this   Agreement  may  not  be  reborrowed
                  hereunder.

7.       INTEREST

7.1      Interest Periods

         (a)      Not later than 3 Banking Days before the  commencement of each
                  Interest  Period in respect of an Advance,  the Borrower  will
                  notify the Facility Agent whether the Interest Period for that
                  Advance  is to be of 1, 2, 3 or 6  months'  duration  (or such
                  other  period as the  Facility  Agent may agree to  facilitate
                  compliance with clause 7.2(a)).

         (b)      The first  Interest  Period in  relation  to an Advance is the
                  period commencing on the Utilisation Date for that Advance.

         (c)      If the  Borrower  fails to select an  Interest  Period  for an
                  Advance in accordance with clause 7.1(a),  the Interest Period
                  shall be 3 months.

         (d)      The  term of  each Interest Period is subject to such marginal
                  adjustment   as   the   Facility   Agent  in  its   discretion
                  determines so  that the first and  last days of it are Banking
                  Days and the final  Interest Period in  relation to a Facility
                  terminates on the Termination Date for that Facility.

7.2      Restrictions on Selection

         (a)      The  Borrower  shall,  in relation  to  Advances  drawn by it,
                  select the duration of Interest Periods pursuant to clause 7.1
                  so as to ensure that:

                  (i)     in relation to each Facility, no more than 5 different
                          Interest Periods are current at any one time;

                  (ii)    each  date for  repayment of part of the Facility will
                          also   be  the  last  day  of an  Interest  Period  in
                          relation  to an amount at least  equal  to the  amount
                          due to  be paid on such date; and

                  (iii)   that  no   Advance  shall  have  an  Interest   Period
                          expiring after the Termination Date.

                                                                             25.
<PAGE>


         (b)      If it  appears  to the  Facility  Agent in good faith that the
                  requirements  of paragraph (a) above will not be met by either
                  the  Borrower's  selection  of  any  Interest  Period  or  the
                  operation of clause 7.1(c),  the Facility  Agent, on behalf of
                  and  after  consultation  with the  Borrower,  shall  select a
                  different duration for such Interest Period.

7.3      Calculation of Interest

         (a)      Interest on each Advance  accrues  daily and is to be computed
                  on a daily  basis  on a year of 365  days.  Interest  is to be
                  calculated  from and  including  the first day of an  Interest
                  Period but excluding the last day of the Interest Period.

         (b)      The rate of interest for each Advance for each Interest Period
                  is the Prescribed Rate in relation thereto.

         (c)      The Facility Agent's certificate as to the Prescribed Rate and
                  the Specified  Rate at any time will be conclusive and binding
                  on the Borrower and the  Guarantors in the absence of manifest
                  error on the face of the certificate.

7.4      Payment of Interest

         (a)      The Borrower will pay to the Facility Agent for the account of
                  the Banks the accrued  interest in relation to that Advance at
                  the end of each Interest  Period.

         (b)      The  Facility  Agent  will  promptly  distribute  the interest
                  received  by  it  from  the  Borrower  among   the  Banks   in
                  accordance  with   their  Proportions  with  respect  to  that
                  Advance.

8.       INTEREST ON OVERDUE AMOUNTS

8.1      Payment of Interest

         (a)      The Borrower and the Guarantors will pay to the Facility Agent
                  for the  account of the Banks  interest on all amounts due and
                  payable by them under or in respect of this  Agreement  or the
                  Securities  and unpaid,  including any interest  payable under
                  this clause.

         (b)      The Facility Agent will distribute the interest received by it
                  from the  Borrower  among the Banks in  accordance  with their
                  Proportions with respect to that Advance.

8.2      Accrual of Interest

         date of actual  payment,  before  and (as a  separate  and  independent
         obligation but without  duplication)  after judgment,  at the Specified
         Rate  for  successive  3 month  periods  (as if the  same  were 3 month
         Interest  Periods)  commencing  on the date of default and, if not paid
         when due, shall itself bear interest in accordance with this clause.

                                                                             26.
<PAGE>

9.       BILL RELIQUIFICATION

9.1      Drawing of Bills

         The  Borrower  agrees (at the  relevant  Bank's  cost) to draw Bills in
         connection  with any Advance  made to it in the manner  required by any
         Bank whenever requested by a Bank to do so except that:

         (a)      the  discounted  value  of  those  Bills  when  added  to  the
                  aggregate discounted value of all other Bills drawn under this
                  clause for the relevant Bank and which are outstanding at any
                  time  may not exceed that Bank's participation in all Advances
                  which are outstanding;

         (b)      the  obligations of the Borrower as drawer or otherwise  under
                  those Bills are non-recourse.

9.2      Attorney

         The  Borrower  irrevocably  appoints  each   Bank  (severally)  as  its
         attorney to draw Bills in  its name or on its behalf  under  clause 9.1
         and  agrees  to ratify  all  action  taken by any Bank as its  attorney
         under this clause.

9.3      Appointment Revoked

         The  requirement  to  draw Bills under  clause 9.1 and the  appointment
         under  clause  9.2 will  cease  and be revoked  without  necessity  for
         notice  when all  Advances  are  repaid.  Nothing  in clause 9.1 or 9.2
         requires  the  Borrower or  authorises  any Bank  as attorney to draw a
         Bill which matures after the Termination Date.

9.4      Indemnity

         Each Bank  (severally)  indemnifies  the Borrower  against loss,  cost,
         expense or  liability  on any Bill drawn by the Borrower at the request
         of that Bank under  clause 9.1 or drawn by that Bank under  clause 9.2.
         Each Bank agrees to pay the costs of  preparation of and all stamp duty
         on each Bill drawn at its request  under this clause 9. Each  indemnity
         in this clause 9.4 is a continuing  obligation of each Bank (severally)
         and survives the  termination of this Agreement or the repayment of any
         Bill drawn under this clause 9.

9.5      Notice

         On request from the Borrower through the Facility Agent (not more often
         than once each quarter) the Banks will notify the Borrower  through the
         Facility  Agent of the total  face value of Bills  outstanding  at that
         time under this clause.

                                                                             27.
<PAGE>

10.      FEES

10.1     Commitment Fee

         (a)      The  Borrower  will pay in Dollars to the  Facility  Agent for
                  distribution  among  the  Banks  pro rata to their  respective
                  Commitments,  a commitment fee ("Commitment  Fee") computed in
                  accordance  with clause 10.5 on the daily  undrawn  balance of
                  the Commitments, during the period from and including the date
                  of this Agreement until the expiry of the Availability Period.

         (b)      Accrued  Commitment Fee  shall be payable quarterly in arrears
                  from  the  date of  this  Agreement  and  also on any  date on
                  which the Total Commitments shall be terminated.

         (c)      The  Commitment  Fee  shall  accrue  from  day to  day  and be
                  calculated  on the  basis  of a year of 365  days  and for the
                  actual number of days elapsed.

10.2     Arrangement/Underwriting Fee

         The Borrower must pay to the Facility  Agent out of the proceeds of the
         First Utilisation of the Facility, the  arrangement/underwriting fee as
         set out in a letter from the  Facility  Agent to the  Borrower  dated 1
         September  1998 unless that fee or an  equivalent  fee has already been
         paid to the Facility Agent.

10.3     Establishment Fee

         The    Facility    Agent    must    pay    each    Bank    (from    the
         arrangement/underwriting   fee  paid   pursuant  to  clause   10.2)  an
         establishment  fee upon first  Utilisation of the Facility of an amount
         by reference to the terms set out in the Information Memorandum and the
         accompanying invitation letter from the Facility Agent to each Bank.

10.4     Agency Fees

         The Borrower must pay to the Facility  Agent out of the proceeds of the
         First Utilisation of the Facility, an agency fee as set out in a letter
         from the Facility Agent to the Borrower dated 1 September 1998.

10.5     Ratio Range

         (a)      Subject to paragraph  (c) below,  the  Commitment  Fee and the
                  Utilisation  Margin will be set in  accordance  with the Ratio
                  Range for the most recent financial quarter as follows:
<TABLE>
<CAPTION>
                  Ratio Range                         Commitment Fee     Utilisation Margin
                  <S>                                    <C>                   <C>
                  Greater than 4.00                      0.90% pa              2.25% pa
                  Between 3.00 and 4.00 inclusive        0.80% pa              2.00% pa
                  Less than 3.00                         0.70% pa              1.75% pa
</TABLE>
                                                                             28.
<PAGE>


         (b)      The Ratio Range will be  calculated  quarterly by the Facility
                  Agent  upon  receipt  of the  relevant  Accounts  showing  the
                  results of the latest  financial  quarter.  If the Ratio Range
                  for the last  quarter  results in a change to the  Utilisation
                  Margin or  Commitment  Fee the Facility  Agent will notify the
                  Borrower  and the Banks and the change  will take  effect from
                  the date of delivery of the relevant  Accounts to the Facility
                  Agent.

         (c)      If an Event of  Default  has  occurred  and while it  subsists
                  the Utilisation Margin will be 4.25% per annum.

         (d)      From the date of this Agreement  until first changed  pursuant
                  to sub-clause  (b) above the  Utilisation  Margin is 2.25% per
                  annum and the Commitment Fee is 0.90% per annum.

11.      PAYMENTS

11.1     Payment to Security Agent

         All payments to be made by any Obligor under any  Transaction  Document
         shall be paid to or to the order of the Security  Agent,  provided that
         the Security  Agent hereby  consents to all such payments being made to
         the Facility Agent in accordance with the terms of this Agreement until
         the  Securities  shall  become   enforceable  and  the  Security  Agent
         withdraws  such  consent  by  notice  to the  Facility  Agent  and  the
         Obligors.

11.2     Time and place

         Subject  to  clause  11.1  all  payments  by  any  Obligor   under  any
         Transaction  Document,  or by any Bank  under  this  Agreement  (unless
         expressly  provided  otherwise  in  writing),  are  to be  made  to the
         Facility Agent in Dollars in immediately available funds not later than
         11.00 am local time on the due date to such  accounts  as the  Facility
         Agent may from time to time designate.

11.3     Merger

         If the  liability  of any  Obligor  to pay any  money  the  payment  or
         repayment of which forms part of the Obligations  becomes merged in any
         judgment or order, as an independent obligation the Obligor will pay to
         the Facility Agent on behalf of the Banks interest at the rate which is
         the higher of that payable  under this  Agreement  and that fixed by or
         payable under such judgment or order.

11.4      Conversion of Foreign Currency receipts to Dollars

         (a)      Notwithstanding the Obligor's  obligation under clause 11.2 to
                  make all payments in Dollars, if any payment is tendered to an
                  Agent or a Bank under any  Transaction  Document  in a Foreign
                  Currency,  the  Agent  or Bank,  as the  case  may be,  at its
                  absolute discretion may accept payment in the Foreign Currency
                  as tendered.

         (b)      If any  payment  in a  Foreign  Currency  is  tendered  to and
                  accepted by an Agent or Bank, or if any funds are recovered by

                                                                             29.
<PAGE>

                  an  Agent or Bank  under any Transaction Document in a Foreign
                  Currency,  the  Agent  or  Bank  as  the  case  may  be at its
                  absolute  discretion  may actually or notionally  convert such
                  payment or funds to  Dollars at such time or times as it sees
                  fit and  at such  rate or  rates  as it is,  or  considers  it
                  would be,  able  to obtain in  the  market at the time of such
                  conversion.  The  amount of  Dollars  actually  or  notionally
                  received  after such  conversion will  be applied in reduction
                  of the Obligations.

11.5     Costs of Conversion

         The  Borrower  will  pay to an  Agent  or a Bank  all  commissions  and
         expenses  involved in actually or notionally  converting any payment or
         receipt in a Foreign Currency into Dollars.

11.6     Application

         Each  payment  received by any Agent for the account of another  person
         pursuant to clause 11.1 or 11.2 shall:

         (a)      in the  case of a  payment  received  for the  account  of the
                  Borrower,  be made  available by that Agent to the Borrower by
                  application, on the date of receipt:

                  (i)      first, in or  towards payment of any amounts then due
                           and  payable (and unpaid) by the Borrower under this
                           Agreement; and

                  (ii)     second,  in payment to such  account as the  Borrower
                           shall have properly designated for the purpose in the
                           relevant  Utilisation Notice or otherwise in writing;
                           and

         (b)        in the case of any other  payment,  be made available by the
                    Agent to the  person  for  whose  account  the  payment  was
                    received  on the  date of  receipt  to such  account  of the
                    person as that person shall have previously  notified to the
                    Agent for the purposes of this Agreement.

          The Facility  Agent or the  Security  Agent (as the case may be) shall
          promptly  distribute  payments  received  for the account of the Banks
          among  the Banks pro rata to their  respective  entitlements  provided
          that the  Facility  Agent may deduct  therefrom  any amount due to the
          Facility Agent or the Security Agent pursuant to clause 11.8, 24.14 or
          26.

11.7      Foreign Currency indemnity

          If Foreign Currency is received by an Agent or a Bank as a result of a
          court or  tribunal  order or as a result  of a  distribution  under an
          Insolvency  Provision,  then as a separate,  additional and continuing
          liability  (notwithstanding  such order or distribution)  the Borrower
          will pay to the Agent or Bank any  deficiency in the amount of Dollars
          actually  received by the Agent or Bank  resulting  from any variation
          between:

          (a)  the rate of exchange at which the amount of Foreign  Currency was
               calculated for the purposes of the court or tribunal order or the
               distribution;  and

 

                                                                             30.
<PAGE>

         (b)   the  rate of  exchange  at  which  the  Agent  or Bank is able to
               purchase  Dollars  with the amount of Foreign  Currency  actually
               received by the Agent or Bank.

11.8     Insufficient payment

         If  an amount  required  to be paid to the  Facility  Agent  under this
         Agreement  is  not  paid in full  when  due,  the  Facility  Agent  may
         apportion such amount  between principal,  interest,  commission, fees,
         charges and other  amounts  payable under this Agreement in such manner
         as it may  determine  and  any such  determination  shall be binding on
         each party hereto.

11.9     Anticipatory payments

         The  Facility  Agent will not be obliged to make a payment to a Bank or
         the  Borrower  out of any sum which it is  expecting to receive for the
         account of the Bank or the Borrower until it has been able to establish
         that it has received the sum. The Facility Agent may elect to make such
         payment,  whereupon to the extent such payment is made but the Facility
         Agent does not receive the sum when due in whole or in part:

         (a)      each person to which such  payment was made shall,  on request
                  by the Facility Agent,  immediately  refund it to the Facility
                  Agent;

         (b)      if  the  person  who  has failed to pay the sum when due is an
                  Obligor,  interest  payable  by  the  Obligor on the amount of
                  the sum not paid  when  due  and  not  refunded  under  clause
                  11.9(a) shall,  notwithstanding  any  other  provision of this
                  Agreement, belong to the Facility Agent absolutely; and

         (c)      if the  person  who has  failed to pay the sum is a Bank,  the
                  Bank will pay  interest on the amount of the sum not paid when
                  due and not refunded under clause 11.9(a) at a rate determined
                  by the  Facility  Agent to be equal to its cost of funds.

         The  provisions  of  this  clause are without  prejudice  to any rights
         which any person may have against the party who fails to pay any sum.

11.10    Rounding

         In making any payment  under this  Agreement,  the  Facility  Agent may
         round amounts to the nearest dollar.

12.      TAXES

12.1     No deduction for Taxes and no set-off or counterclaim

         All payments by the Obligors under any Transaction Document, whether of
         principal, interest or other amounts due thereunder, shall be:

         (a)       free of any set-off or counterclaim; and

                                                                             31.
<PAGE>


         (b)      without  deduction  or  withholding  for any present or future
                  Taxes  unless  the  Obligor is  compelled  by law to deduct or
                  withhold the same.

12.2     Payment net of Taxes

         If:

         (a)      an Obligor is legally compelled to make any deduction or with-
                  holding on account of Taxes (other than Excluded Taxes);

         (b)      an  Agent  is  legally  compelled  to make  any  deduction  or
                  withholding  on account of Taxes (other than  Excluded  Taxes)
                  from any payment to a Bank;

         (c)      a Bank  does not  receive a  payment  to which it is  entitled
                  under this Agreement or a Transaction  Document free and clear
                  of Taxes (other than Excluded Taxes);

         (d)      a Bank or an Agent is obliged to pay any Taxes in respect of a
                  payment made or to be made by an Obligor under this  Agreement
                  or a Transaction Document (other than Excluded Taxes); or

         (e)      a Bank is  obliged,  in  respect  of  financial  accommodation
                  ("Funding")  raised  or  proposed  to be raised by the Bank to
                  permit or facilitate its participation in an Advance:

                  (i)      to make any  additional  payments  as a result of any
                           deduction   or   withholding   from  any  payment  or
                           repayment  which  the  Bank  is  obliged  to  make in
                           respect  of the  Funding  (other  than in  respect of
                           Excluded Taxes); or

                  (ii)     to pay any Taxes  (other  than  Excluded  Taxes) as a
                           result of or in  connection  with the  Funding or any
                           payment or repayment  to be made by it in  connection
                           with the Funding,

                  then:

         (f)      where  clause  12.2(a),  (b),  (c) or (d) apply,  the  Obligor
                  shall on demand  by the  Facility  Agent pay to  the  Facility
                  Agent   such  additional   amounts,   by   way  of  additional
                  interest,  as may  be  necessary  to ensure  that the Agent or
                  Bank affected  receives  when  due a net amount (after payment
                  of any Taxes,  other than  Excluded  Taxes) equal to the full
                  amount  which it would  have  been  entitled  to  receive  and
                  retain had the deduction  or withholding  not been made or had
                  the payment been free  and clear of Taxes  or had the Agent or
                  Bank  not been  obliged  to pay any  Taxes in  respect  of the
                  payment; and

         (g)      where  clause  12.2(e)  applies  in  relation  to a Bank,  the
                  relevant  Obligor shall on demand by the Facility Agent pay to
                  the  Facility  Agent on account of the Bank an amount equal to
                  the amount required to be paid, or paid, in respect of or as a
                  result of any deduction or  withholding or payment of Taxes to
                  which the paragraph applies; and

                                                                             32.
<PAGE>


         (h)      in  addition to clause  12.2(f),  where any Obligor is legally
                  compelled to make any deduction or  withholding  on account of
                  Taxes the relevant Obligor, shall:

                  (i)      pay  to  the  appropriate  governmental  authority or
                           department any amount deducted or withheld in respect
                           of Taxes; and

                  (ii)     within 20 Banking Days after making the  deduction or
                           withholding  provide to the Facility  Agent  evidence
                           satisfactory to it of that payment having been made.

12.3     Funding

         (a)      The Banks  will  use their best  efforts to raise all  Funding
                  free and clear of Taxes.

         (b)      If a Bank is obliged to make any deduction or  withholding  or
                  pay any Taxes as referred to in clause 12.2(e),  the Bank will
                  promptly  notify the  Facility  Agent and the Borrower of that
                  obligation and its amount.

12.4     Termination

         If any Obligor  fails to comply with the  provisions  of clause 12.2 in
         relation to a Bank, the Bank may by notice to the Borrower  through the
         Facility  Agent   terminate  its   obligations   under  this  Agreement
         notwithstanding that any obligation of an Obligor under clause 12.2 may
         be void, voidable or unenforceable. Upon such a notice being given, the
         Borrower  will  within  5  Banking  Days  prepay  the  relevant  Bank's
         participation  in  all  affected  Utilisations  together  with  accrued
         interest  thereon and all other money payable  under this  Agreement to
         the Bank. Any such prepayment shall be permanent and the Facility shall
         be cancelled to the extent of the prepayment.

12.5      Right to Prepay Individual Bank

         In the event that any Borrower is or would be obliged under clause 12.2
         to pay any additional  amounts to a Bank,  such Borrower may prepay the
         whole  (but not part) of the then  outstanding  amount  of such  Bank's
         participation  in the affected  Utilisations  made by it, together with
         all interest and other charges accrued on those  participation  and all
         other amounts payable to such Bank under the Transaction Documents,  on
         giving not less than 10 Banking Days' prior written notice to such Bank
         (through the  Facility  Agent)  provided  that consent to the making of
         such  prepayment  shall have been given by the  Majority  Banks,  which
         consent will not be unreasonably  withheld or delayed (ignoring for the
         purpose  such  Bank,  its  Commitments  and  its  participation  in the
         Utilisations).

12.6     Goods and Services Tax

         If any supply of goods or  services by the Facility Agent, the Security
         Agent or any Bank under  any  Transaction  Document  is subject to GST,
         then  the  recipient  of  that  supply  must  pay to the  supplier,  in
         addition  to  any   consideration   provided  for  under  the  relevant
         Transaction  Document,  such  amount as is necessary to ensure that the
         supplier  (after  payment  of  any GST  which is  imposed  or levied in
         respect  of the supply) is in the same financial position that it would
         have  been in had that GST not been  imposed  or levied in  respect  of
         that supply.

                                                                             33.

<PAGE>
13.      ILLEGALITY

         If any  change  in  applicable  law,  regulation,  treaty  or  official
         directive or in the  interpretation  or  administration  thereof by any
         governmental authority charged with the administration thereof makes it
         unlawful or  impossible  for a Bank to give  effect to its  obligations
         under this Agreement:

         (a)      the Bank's obligations  under this Agreement will be suspended
                  immediately  for  the   duration   of   such   illegality   or
                  impossibility;

         (b)      the Bank may by notice to the  Borrower  through the  Facility
                  Agent terminate its obligations under this Agreement;

        (c)       if  required  by or as a result of the applicable event, or if
                  necessary  to  prevent  or remedy  a  breach  of, or to comply
                  with,  any  applicable  law,  regulation,  treaty  or official
                  directive,  the Borrower  will  prepay  an amount equal to the
                  Bank's  participation in  all  Utilisations  together with all
                  interest and fees accrued  thereon  and  such other amounts as
                  are  payable  to  the  Bank  under  this   Agreement  in  full
                  immediately,  or  if  delay in  prepayment  does not  compound
                  such  breach  or  affect  such  compliance,  at the end of the
                  current   Interest  Period   (or  such  lesser  period  if the
                  applicable  law,  regulation,  treaty  or  official  directive
                  requires); and

         (d)      the  Borrower  will  indemnify  the Bank  and  notwithstanding
                  termination  of its  obligations  under this Agreement keep it
                  indemnified   against  any  cost,  loss,   damage  or  expense
                  suffered,  incurred  or  payable  by it  as a  result  of  the
                  operation  of clause  13(a),  (b) and (c) and shall pay to the
                  Facility   Agent  for  the   account  of  the  Bank  prior  to
                  termination  of the Bank's  obligations  under this  Agreement
                  such amount as the Bank estimates in good faith to be, then or
                  in the  future,  payable  to it by  the  Borrower  under  this
                  indemnity.

14.      INCREASED COST

14.1     Obligation to Indemnify

         (a)      If by reason of any change in law or in its  interpretation or
                  administration  or by reason of  compliance  with any  request
                  from  or  requirement   of  any  fiscal,   monetary  or  other
                  authority:

                  (i)      a  Bank  incurs  a cost  as a  result  of its  having
                           entered into or performed its  obligations  under the
                           Facility  or  as  a  result  of  any  Advance   being
                           outstanding hereunder;
                  (ii)     there  is any  increase  in  the  cost  to a Bank  of
                           funding or maintaining any Utilisation  made or to be
                           made hereunder;
                  (iii)    the amount of  principal,  interest  or other  amount
                           payable to a Bank or the  effective  return to a Bank
                           on  the  Utilisations  under  this  Agreement  or the
                           anticipated  rate  of  return  at the  date  of  this
                           Agreement on the Bank's  overall  capital is reduced;
                           or

                                                                             34.
<PAGE>


                  (iv)     a Bank becomes  liable to make any payment (not being
                           a payment  of Tax on its  overall  net  income) on or
                           calculated by reference to the amount of Utilisations
                           made hereunder or Bills outstanding hereunder,

                  then from time to time on notification by the Bank through the
                  Facility Agent the Borrower shall pay to the Facility Agent on
                  account of the Bank amounts  sufficient  to indemnify the Bank
                  against such cost, increased cost, reduction or liability.

         (b)      The  notification  referred to in clause 14.1(a) shall set out
                  in reasonable detail (excluding confidential  information) the
                  basis for the notification.

         (c)      If a Bank has acted in good  faith it is no  defence  that any
                  such cost,  increased cost,  reduction or liability could have
                  been avoided.

         (d)      A Bank's  certificate  as to the  amount  of,  and  basis  for
                  arriving  at,  any such cost,  increased  cost,  reduction  or
                  liability  is  conclusive  and binding on the Borrower and the
                  Guarantors in the absence of manifest error on the face of the
                  certificate.

14.2     Right to Prepay Individual Bank

         Where clause 14.1 applies the relevant  Borrower  subject  to the prior
         consent of the Majority Banks,  which consent will  not be unreasonably
         withheld or delayed  (ignoring for  this purpose the relevant Bank, its
         Commitments and its  participation in  the  Utilisations),  upon giving
         not less  than 10  Banking  Days'  notice  to that  Bank  (through  the
         Facility  Agent)  may  prepay  the whole  (but  not part  only) of that
         Bank's  participation  in  all  (and not  some  only  of) the  Advances
         together  with all interest and other charges on or in respect thereof,
         and  all other amounts payable by it under the Transaction Documents to
         such  Bank,  provided  always that any such notice by such  Borrower is
         given   whilst   circumstances  exist  entitling  such  Bank  to  claim
         compensation under this clause.

15.      MITIGATION

15.1     Mitigation

         If circumstances  arise in respect of any Bank which would, or upon the
         giving of notice would,  result in the operation of clause 12, 13 or 14
         to the detriment of an Obligor:

         (a)      such Bank shall use best  endeavours  to  promptly  notify the
                  Facility  Agent and the Borrower  and, upon the request of the
                  Borrower,  shall enter into discussions with the Borrower with
                  a view to determining what mitigating action might be taken by
                  such Bank, including discussion of the possibility of a change
                  in its  lending  office,  a change in the  method  of  funding
                  Advances or a transfer of its  participation in the Facilities
                  and its Commitments to another bank or financial  institution;
                  and

                                                                             35.
<PAGE>


         (b)      at the request of the Borrower,  the Facility Agent will enter
                  into  discussions with the Borrower with a view to determining
                  what  mitigating  action might be taken by the Facility  Agent
                  with respect to the  administration  of this  Agreement by the
                  Facility Agent,

         PROVIDED  THAT  nothing  in this  clause  shall  oblige any Bank or the
         Facility Agent to  incur any costs or expenses or to take any action or
         refrain from taking any action.

15.2     Replacement of Bank

         If such  circumstances  as are  referred to in clause 15.1 shall arise,
         the Facility Agent,  at the request of the Borrower,  will consult with
         the Borrower with a view to  identifying  and  approaching  bank(s) and
         financial institution(s)  acceptable to the Borrower who may be willing
         to become  party to this  Agreement as Bank(s) in  replacement  for the
         relevant Bank(s).

15.3     Costs and Expenses

         Any reasonable  costs and expenses  reasonably  incurred by any Bank or
         the  Facility  Agent  pursuant  to  this  clause  shall  be paid by the
         Borrower within 5 Banking Days after receipt of a demand specifying the
         same in reasonable detail.

16.      REPRESENTATIONS AND WARRANTIES

16.1     General representations and warranties

         The  Borrower  and each  Guarantor  hereby  represents  and warrants in
         respect of itself only, or where a representation  or warranty does not
         relate to the Borrower or a Guarantor,  the Borrower hereby  represents
         and warrants, to the Agents and each Bank that:

         (a)      (Legally  binding  obligation):  each  Transaction Document to
                  which it is a  party  constitutes a  valid and legally binding
                  obligation of it in accordance with its terms;

         (b)      (Execution, delivery and performance): the execution, delivery
                  and performance of each Transaction  Document to which it is a
                  party does not violate any existing law or  regulation  or any
                  document  or  agreement  to  which  it is a party  or which is
                  binding upon it or any of its assets;

         (c)      (Authorisation):   all  consents,   licences,   approvals  and
                  authorisations  of every government  authority  required to be
                  obtained by it in connection with the execution,  delivery and
                  performance  of each  Transaction  Document  to  which it is a
                  party have been obtained and are valid and subsisting;

         (d)      (No  litigation):  no  litigation,  arbitration,  criminal  or
                  administrative  proceedings  are  current,  pending or, to the
                  knowledge of the Borrower or  Guarantor,  threatened  in which
                  there is a reasonable  likelihood of an adverse  determination
                  and  which  if  adversely  determined  would  have a  Material
                  Adverse Effect;

                                                                             36.
<PAGE>

         (e)      (No  Event  of  Default):   no   event  has   occurred   which
                  constitutes  an  Event of  Default  or a   Potential  Event of
                  Default;

         (f)      (Laws):   it has complied  in all material  respects  with all
                  statutes and  regulations  relative  to  it and the businesses
                  (if   any)  carried  on by it the  non-compliance  with  which
                  would have a Material Adverse Effect;

         (g)      (Financial  Liabilities):  save as  disclosed  to the Facility
                  Agent prior to the date of this Agreement or any date on which
                  this  representation  and warranty is  repeated,  it is not in
                  default  in  the  payment  of  any  material  sum,  or in  the
                  performance  or  observance  of  any  material  obligation  in
                  respect of any Financial Liability greater than $500,000,  and
                  no event has occurred  which with the giving of notice,  lapse
                  of time or other condition could  constitute such a default in
                  respect of any Financial Liability greater than $500,000;

         (h)      (No trusts): it is  not the trustee of any trust and does not
                   hold any property  subject to or impressed by any trust;

         (i)      (Title):  it is the sole  legal  and  beneficial  owner of the
                  Security  Property  subject to the Security  free and clear of
                  all  Encumbrances  other than those of the type referred to in
                  clause 17.3(a);

         (j)      (Intellectual Property Rights):

                  (i)      it owns or has  licensed  to it all the  intellectual
                           property  rights which are material in the context of
                           its  business  and which are  required by it in order
                           for  it to  carry  on  its  business  as it is  being
                           conducted  and  it  does  not,  in  carrying  on  its
                           business and to the best of its  knowledge,  infringe
                           any  intellectual  property rights of any third party
                           in any material respect; and

                  (ii)     none of the intellectual  property  rights  which are
                           material  in  the  context of its business is, to its
                           knowledge,  being  infringed  nor, to its  knowledge,
                           is   there  any   threatened  infringement  of  those
                           intellectual  property rights, by any third party;

         (k)      (Tax liabilities):

                  (i)      no claims  are being or are  reasonably  likely to be
                           asserted  against it with  respect to Taxes which are
                           reasonably  likely to be  determined  adversely to it
                           and which, if so adversely  determined,  would have a
                           Material Adverse Effect; and

                  (ii)     it is not materially overdue in the filing of any Tax
                           returns  required  to be  filed by it and it has paid
                           all Taxes  shown to be due on such  returns or on any
                           assessments  made against it non-payment,  or a claim
                           for payment,  of which would have a Material  Adverse
                           Effect;

                                                                             37.
<PAGE>


         (l)      (Licences):  each  of  the Licences  held by it is legally and
                  beneficially owned  by  the licensee referred to in Schedule 3
                  and  the  Obligor  is  not  aware of any fact or  circumstance
                  which  would  cause  any  of  the  Licences  to be  suspended,
                  revoked  or  cancelled  prior  to  its normal  expiry  date or
                  which  would  cause  the  non-renewal  of any of the  Licences
                  where  such  suspension,   revocation,  cancellation   or non-
                  renewal  would,  having  regard  to  all of the  circumstances
                  (including, but not  limited to, the  suspension,  revocation,
                  cancellation  or  non-renewal  of  other Licences at any prior
                  time) and  taking into  account the  cumulative  effect of all
                  such previous  events  and circumstances, be reasonably likely
                  to have an  adverse  effect  on  the  Obligor's   business  or
                  financial   condition  or  on  its  ability  to  perform   its
                  material  obligations  under any of the Transaction  Documents
                  and so far as it is  aware, no other authorisations,  permits
                  or  licences  are  required  by any  member  of  the  Group to
                  enable  that  person to lawfully conduct its business as it is
                  being carried on at the date of this Agreement; and

         (m)      (Material Contracts):  save as disclosed to the Facility Agent
                  prior to the date of this  Agreement or any date on which this
                  representation and warranty is repeated,  each of the Material
                  Contracts  to which it is a party is in full  force and effect
                  and it is not aware of any breach by it of any  material  term
                  of any  Material  Contract to which it is a party nor, (to the
                  best of its  knowledge)  is any  other  party to any  Material
                  Contract in breach of any such material term.

16.2      Information representations and warranties

          The  Borrower and each  Guarantor  hereby  represents  and warrants in
          respect of itself only, or where a representation or warranty does not
          relate to the Borrower or a Guarantor,  the Borrower hereby represents
          and warrants, to the Agents and each Bank that:

         (a)      (Information): all information relating to an Obligor provided
                  to the Banks by an Obligor or at their direction in connection
                  with the Facility and each Transaction Document is true in all
                  material  respects  and is  not,  by  omission  or  otherwise,
                  misleading in any material respect;

         (b)      (Accounts): the Accounts provided to the Facility Agent:

                  (i)      have been prepared in accordance with accounting
                           principles   and   practices  generally  accepted  in
                           Australia; and
                  (ii)     give a true and fair view of the financial  condition
                           of the  relevant  entity as at the date to which such
                           accounts relate and the results of operations for the
                           accounting  period ending on that date and since that
                           date there has been no material adverse change in the
                           financial condition of CTV, STV or the Group as shown
                           in such accounts which would have a Material  Adverse
                           Effect;

         (c)      (Documents):  the documents delivered to the Facility Agent by
                  or on behalf of any Obligor  pursuant to clause 3.1(b) and any
                  other provision of the Transaction  Documents were genuine and
                  in the  case  of  copy  documents,  were  true,  complete  and
                  accurate copies in all material  respects,  of originals which
                  have not been amended,  varied,  supplemented or superseded in
                  any way which  would be likely  materially  to have a Material
                  Adverse Effect;

                                                                             38.
 <PAGE>

         (d)      (Information   Memorandum): save  as  disclosed  in writing to
                  the Facility Agent all  material written  factual  information
                  contained  in   the  Information  Memorandum  is  true  in all
                  material  respect   a   the date (if any) ascribed  thereto in
                  the  Information  Memorandum,  all  expressions  of opinion or
                  intention and  all forecasts and projections contained  in the
                  Information    Memorandum   were  arrived  at   after  careful
                  consideration  and were  based on reasonable  grounds,  and so
                  far as  it is  aware the Information Memorandum as of its date
                  was  not  misleading  in  any  material  respect and as at its
                  date did  not omit  to disclose any matter failure to disclose
                  which  would  result  in  any  information  contained  in  the
                  Information  Memorandum  being   misleading  in  any  material
                  respect in the context of this Agreement;

         (f)      (Long  Range  Plan):  save  as  disclosed  in  writing  to the
                  Facility Agent all  material factual information  contained in
                  the Long Range Plan is  true in  all material  respects at the
                  date (if any)  ascribed thereto  in the Long Range Plan or (if
                  none) at the  date  of  the  relevant  Long  Range  Plan,  all
                  expressions  of  opinion or intention  and  all  forecasts and
                  projections contained in the Long Range  Plan  were arrived at
                  after   careful  consideration,   were   based  on  reasonable
                  grounds,  and  the  Long  Range  Plan as of  its  date was not
                  misleading  in any  material  respect and  as  at its date did
                  not omit to disclose  any  matter  failure to  disclose  which
                  would result in any  information  contained in the  Long Range
                  Plan being misleading in any material respect  in  the context
                  of this Agreement; and

         (f)      (Recent   Events):  save  as   disclosed  in  writing  to  the
                  Facility  Agent  so far  as it is  aware,  reasonable  enquiry
                  having been  made,  since  the date of the material  contained
                  in  the   Information  Memorandum  and  the  Long  Range  Plan
                  respectively,  nothing  has  occurred of which it is aware and
                  which is not in the public  domain  which,  as  at the date of
                  this  Agreement,  renders  any of  the  material  information,
                  expressions   of  opinion   or  intention,   projections    or
                  conclusions referred to in (d) or (e)  above and contained  in
                  the Information Memorandum  or the Long  Range Plan inaccurate
                  or  misleading  (or in the  case  of  expressions  of opinion,
                  conclusions or projections,  other  than fair  and reasonable)
                  in any material  respect  in the context of the  Group and the
                  transaction contemplated by this Agreement.

16.3     Corporate representations and warranties

         The Borrower and each Guarantor  hereby  represents and warrants to the
         Agents and each Bank in respect of itself only that:

         (a)      (Due  incorporation):  it  is  duly  incorporated  and has the
                  corporate  power to own its own  property and  to carry on its
                  own business as is now being conducted;

         (b)      (Constitution):  the  execution,  delivery and  performance of
                  each  Transaction  Document  to which  it is a party  does not
                  violate its constitution;

                                                                             39.
<PAGE>


         (c)      (Corporate  power):  it has  the  power,  and  has  taken  all
                  corporate  and  other  action  required,  to  enter  into  any
                  Transaction  Document to which it is a party and to  authorise
                  the execution and delivery  thereof and the performance of its
                  obligations thereunder; and

         (d)      (Filings): it has filed all corporate notices and effected all
                  registrations  with the Australian  Securities and Investments
                  Commission   or  similar   office  in  its   jurisdiction   of
                  incorporation and in any other jurisdiction as required by law
                  where failure to file or effect  registration would reasonably
                  be expected to have a Material  Adverse  Effect,  and all such
                  filings and registrations  are current,  complete and accurate
                  in all material respects.

16.4      Representations and warranties repeated

         Each representation and warranty contained in clause 16.1, 16.2 (except
         for paragraphs (c), (d), (e) and (f)) and 16.3 shall be repeated on the
         date  of each  Advance  and at the end of  each  Interest  Period  with
         reference to the facts and circumstances then subsisting, as if made on
         each such day and each quarter the  Borrower  will deliver a Compliance
         Certificate to the Facility Agent in respect of the same.

17.      UNDERTAKINGS

17.1     Duration and Benefit

         The  undertakings  in this  Agreement are given for  the benefit of the
         Agents and each Bank and shall remain in force from  and after the date
         of this  Agreement and so long as any amount is or may  be  outstanding
         under this Agreement or any Commitment is in force. The  Facility Agent
         (acting at the direction of the Majority  Banks)  may waive  compliance
         with any undertaking contained in this clause 17 either for a  specific
         purpose  or  generally  by  providing  the  Borrower  with a  letter in
         writing specifying the waiver being granted.

17.2     Information

         (a)      (Financial information):  The Borrower and each Guarantor will
                  ensure that there is delivered to the Facility Agent:

                  (i)      as soon as  practicable  and in any  event  not later
                           than  120  days  after  the  close  of  each  of  its
                           financial years, a copy of the  consolidated  audited
                           balance  sheet and profit and loss  statement for STV
                           and CTV and a  consolidated  balance sheet and profit
                           and loss  statement for the Group for that  financial
                           year  certified as correct by an auditor  approved by
                           the Facility Agent it being  acknowledged that Arthur
                           Andersen is acceptable;
                  (ii)     as soon as  practicable  and in any  event  not later
                           than 90 days after each half of each of its financial
                           years, a copy of the  consolidated  balance sheet and
                           profit and loss  statement for STV, CTV and the Group
                           for  that   half-year   certified  as  correct  by  2
                           directors of the Borrower;

                                                                             40.
<PAGE>

                  (iii)    within 30 days of the  beginning of each  quarter,  a
                           copy of the management  accounts of the Group for the
                           preceding  quarter,  including  details of EBITDA and
                           capital  expenditure  and a  statement  of the  Total
                           Subscribers (which includes reasonable details of new
                           installations  and monthly  churn rate) at the end of
                           the preceding month;

                  (iv)     as soon as  practicable  and in any  event  not later
                           than 90 days after the  commencement of its financial
                           year,  a copy of the  Group's  annual  budget  and an
                           updated Long Range Plan; and

                  (v)      promptly  such  further  information   regarding  its
                           financial  condition  and business  operations as the
                           Facility Agent from time to time reasonably requires.

         (b)        (Compliance  with  accounting  standards):  The Borrower and
                    each  Guarantor  will ensure that the  Accounts  (except for
                    management   accounts  of  the  Group  given  under   clause
                    17.2(a)(iii))  are prepared in accordance  with the relevant
                    constitution,  the Corporations Law, any applicable  statute
                    and  all  accounting   principles  and  practices  generally
                    accepted  in  Australia  consistently  applied,  or  if  not
                    consistently   applied,   accompanied   by  details  of  the
                    inconsistencies,  and shall give a true and fair view of its
                    financial  condition and the result of its  operations as at
                    the date,  and for the period  ending on the date,  to which
                    those Accounts are prepared.

         (c)        (Projections):  The  Borrower  shall  ensure  that  there is
                    delivered to the  Facility  Agent in  sufficient  copies for
                    each of the Banks not later  than the  commencement  of each
                    financial  year,  a projected  consolidated  balance  sheet,
                    profit and loss  account,  cash flow  statement  and rolling
                    monthly cash  forecast of the Group for (or in the case of a
                    balance sheet, as at the end of) such annual financial year,
                    together   with   details  of  the   principal   assumptions
                    underlying  such   projections  and  a  description  of  the
                    proposed activities of the Group during such period.

         (d)       (Provision  of  further  information):  The Borrower and each
                   Guarantor will:

                  (i)      (Special resolutions):  deliver to the Facility Agent
                           before the date of the  relevant  meeting,  a copy of
                           any notice calling an  extraordinary  general meeting
                           of  any   Obligor  or   proposing   any   special  or
                           extraordinary resolution thereof;

                  (ii)     (Reports  to  members etc.): d eliver to the Facility
                           Agent,  upon  issue, a copy  of all material reports,
                           accounts, notices and circulars issued by any Obligor
                           (in order  to  comply with any applicable legislative
                           requirement  or  its  Memorandum   or   Articles   of
                           Association) to any of its members, to UIH Australia/
                           Pacific,  Inc.,  to  the  members of UIH Asia/Pacific
                           Communications, Inc., to  the holders of any discount
                           notes (or their trustees)  or to the Australian Stock
                           Exchange Limited or any of its subsidiaries or to any
                           other stock exchange;

                  (iii)    (Certificate  of  default):  as and  when  reasonably
                           required by the Facility Agent,  furnish the Facility
                           Agent with a  statement  made by 2  directors  of the
                           Borrower  stating  to  the  best  knowledge  of  such
                           directors  whether  or not an Event of  Default  or a

                                                                             41.
<PAGE>

                           Potential  Event of Default has  occurred  and, if it
                           has,  setting out  details  thereof and the steps (if
                           any) taken or  proposed to be taken to remedy or cure
                           the same;

                  (iv)     (Evidence  of  compliance):  as and  when  reasonably
                           required  by  the  Facility  Agent,  furnish  to  the
                           Facility Agent proof to the  reasonable  satisfaction
                           of the  Facility  Agent that the  Obligations  of the
                           Borrower and each Guarantor have been and continue to
                           be performed and observed;

                  (v)      (Long Range Plan):  provide a revised Long Range Plan
                           to the Facility  Agent whenever there is any material
                           change to the  timing  of the  payments,  budgets  or
                           assumptions contained therein; and

                  (vi)     (Copies of  Contracts):  provide the  Facility  Agent
                           with a copy of any contract  entered into by a member
                           of the Group after the date of this  Agreement  which
                           is of  similar  importance  to the net  cash  flow or
                           operation  of  the  business  of  the  Group  as  the
                           contracts  listed in Schedule  11 in a timely  manner
                           after execution of such a contract.

         (e)  (Notification of certain events):  The Borrower and each Guarantor
              will promptly  notify the Facility Agent in  writing as soon as it
              becomes aware of the occurrence of:

                  (i)      (Event of Default): any Event of Default or Potential
                           Event of Default;
                  (ii)     (Litigation): any litigation,  arbitration,  criminal
                           or  administrative  proceedings  or  labour  disputes
                           relating  to an  Obligor or any  Obligor's  property,
                           assets or revenues that, if decided  adversely to the
                           Obligor,  is  reasonably  likely  to have a  Material
                           Adverse  Effect and provide  periodic  reports on the
                           status of the litigation;
                  (iii)    (Shutdown  of  Transmission):  any actual  threatened
                           shutdown  or  suspension  of   transmission   of  the
                           subscriber  television  service operated by the Group
                           except  shutdown or suspension in the ordinary course
                           of business;

                  (iv)     (Material  Adverse  Effect):   any  event which would
                           reasonably  be  expected  to have  a Material Adverse
                           Effect;

                  (v)      (Authorised  persons):  any  change  in  the  persons
                           authorised by it to sign Bills, notices, certificates
                           or other  documents in connection  with the Facility,
                           giving  specimen  signatures  of any  new  person  so
                           authorised  and  giving  to the  satisfaction  of the
                           Facility  Agent  evidence,  where  requested  by  the
                           Facility Agent, of the authority of that person; or

                  (vi)     (Trustee): if any Obligor becomes or is appointed the
                           trustee  of any  trust or comes to hold any  property
                           subject to or impressed by any trust.

         (f)      (Security  Property):  The  Borrower and each  Guarantor  will
                  maintain and protect all of its Security Property and will not
                  take any  action  that is  reasonably  likely to result in the
                  business of the Group not remaining  capable of operating in a
                  manner that will enable the Borrower to meet the Obligations.

                                                                             42.
<PAGE>

17.3     Security Value

         (a)      (Restriction on  Encumbrances):  No Borrower or Guarantor will
                  create,  permit or suffer to exist any Encumbrance over all or
                  any of its assets  (including  the Security  Property)  except
                  for:

                  (i)      the Securities;

                  (ii)     liens  arising by  operation  of law in the  ordinary
                           course of day-to-day trading and securing obligations
                           not more than 90 days old;

                  (iii)    a banker's lien  or right of  set-off  or combination
                           arising by operation of law or practice over property
                           or  money  deposited  with  a banker  in the ordinary
                           course of the Obligor's ordinary business;

                  (iv)     contractual   set  off   rights  in  respect  of  the
                           Borrower's   transactional   banking  facilities  and
                           arrangements;

                  (v)      arrangements constituted by retention of title (other
                           than  an  Adverse  Title  Retention  Arrangement)  in
                           connection with the acquisition of goods provided the
                           goods  are  acquired  in the  ordinary  course of the
                           Obligor's business;

                  (vi)     Encumbrances   arising   by   operation   of  law  in
                           connection  with rights  arising in the  ordinary and
                           usual  course of its  business in favour of an unpaid
                           seller,  the  obligations  of the purchaser not being
                           more than 90 days old;

                  (vii)    Encumbrances   created   by   statute  in  favour  of
                           governmental  or semi-  governmental  authorities  or
                           departments  securing  the  payment of rates or Taxes
                           except as created  because of the failure to duly pay
                           Taxes; or

                  (viii)  Encumbrances  created  as  part of a  Permitted  Lease
                          Transaction.

         (b)      (Transactions  similar to security):  No Borrower or Guarantor
                   will:

                  (i)      sell or  otherwise  dispose  of any of its  assets on
                           terms  whereby  such  asset is or may be leased to or
                           re-acquired  or  acquired  by any member of the Group
                           other  than for the  purposes  of giving  effect to a
                           Permitted Lease Transaction; or

                  (ii)     sell or  otherwise  dispose of any of its receivables
                           on recourse terms; or

                  (iii)    except for  assets acquired in the ordinary course of
                           business  on  the  normal  commercial  terms  of  the
                           vendor, purchase  any asset on terms  providing for a
                           retention of  title by the  vendor or  on conditional
                           sale  terms  or  on  terms  having a like substantive
                           effect to any  of the foregoing,  provided that where
                           such assets are  fixed assets,  the aggregate capital
                           value of the item or items acquired or supplied under
                           the  same  contract  (or  under  a  series of related
                           contracts) will  be less than  $100,000 or such other
                           amount as agreed.

                                                                             43.
<PAGE>


         (c)      (Adverse  Title  Retention   Arrangements):   No  Borrower  or
                  Guarantor  will enter into or allow to exist any Adverse Title
                  Retention Arrangement in respect of any assets delivered to it
                  in the course of its business.

         (d)      (Disposals): No Borrower or Guarantor will, either in a single
                  transaction or in a series of transactions  whether related or
                  not  and whether voluntarily or involuntarily, sell, transfer,
                  lease or otherwise dispose of:

                  (i)      any shares in any member of the Group;

                  (ii)     all or any other  part of its  respective  assets  or
                          undertaking, other than:

                           A.       disposals in the ordinary course of business
                                    of the Group;

                           B.       disposals of surplus, obsolete or redundant 
                                    plant and equipment, not required for the
                                    efficient operation of its business, at fair
                                    market value;

                           C.       the expenditure of cash in payment for
                                    assets or services acquired at  market value
                                    in the course of its business;

                           D.       disposals of assets in  exchange  for  other
                                    assets, in the reasonable  opinion  of  the
                                    person effecting the disposal, comparable or
                                    superior as to type, value or quality;

                           E.       disposals  of  assets  to any  member of the
                                    Group  provided  that the Group  Member  has
                                    provided to the Security Agent a Security or
                                    such  additional  Securities as the Majority
                                    Banks reasonably require;

                           F.       disposals of assets  for the purposes of re-
                                    placement of those assets;

                           G.       disposals of assets  with the  prior written
                                    consent of the Agent,
                                    which consent will not be unreasonably with-
                                    held or delayed; or

                           H.       disposals required to give effect to a Per-
                                    mitted Lease Transaction.

         (e)   (Pari passu ranking):  The Borrower and each Guarantor undertakes
               that its  obligations  under this  Agreement rank and will at all
               times rank at least pari passu in right and  priority  of payment
               and in point of security  (save by reason of and to the extent of
               its security  afforded  thereto by the  Securities)  with all its
               other   present   and   future   unsecured   and   unsubordinated
               obligations,  other  than  obligations  applicable  generally  to
               companies incorporated in its jurisdiction of incorporation which
               have priority by operation of law (including,  without  prejudice
               to the  generality  of the  foregoing,  in respect of  employees'
               remuneration, Taxes and like obligations).

                                                                             44.
<PAGE>


17.4     Liabilities

         (a)      (Restriction  on  guarantees):  No Borrower or Guarantor will,
                  without  the prior  consent in writing of the  Facility  Agent
                  (acting at the  direction of the Majority  Banks),  enter into
                  any bond, guarantee or indemnity  in respect of any  Financial
                  Liabilities in favour of any person other than:

                   (i)     pursuant to the Transaction Documents;
                  (ii)     a  guarantee  given  to  a  bank  to  facilitate  the
                           operation  of bank  accounts  of members of the Group
                           maintained  with such Bank on a net balance basis; or
                  (iii)    in respect of any Financial  Liabilities permitted
                           under clause 17.4(c).

         (b)      (Further restriction on guarantees):  No Borrower or Guarantor
                  will,  without  the prior  consent in writing of the  Facility
                  Agent, enter into any bond,  guarantee or indemnity in respect
                  of any obligation  except  Financial  Liabilities in favour of
                  any person other than in respect of a member of the Group. For
                  the  avoidance  of  doubt,  it is  agreed  that take or pay or
                  minimum  payment  obligations  incurred  by  a  Borrower  or a
                  Guarantor are not bonds,  guarantees or  indemnities  to which
                  this clause 17.4(b) applies.

         (c)      (Financial Liabilities): No Borrower or Guarantor will create,
                  incur or be liable  for any  Financial  Liabilities  of itself
                  other than:

                   (i)     under the Transaction Documents; or
                   (ii)    indebtedness under transactional banking facilities
                           and arrangements;
                   (iii)   indebtedness under hedging arrangements in accordance
                           with clause 17.12(h); or
                   (iv)    trade or other similar  indebtedness  incurred in the
                           ordinary course of business; or
                   (v)     subordinated  loans from the  shareholders of CTV and
                           STV or any  person  approved  by the  Facility  Agent
                           provided that:
                           A.  such loans are on terms and conditions reasonably
                               approved by the Facility Agent; and
                           B.  the Security Agent has been granted a limited re-
                               course mortgage over such loans; and
                   (vi)    cash  backed  performance  bond  facilities  up to an
                           aggregate of  $1,000,000 or such larger amount agreed
                           to by the Facility  Agent acting on  directions  from
                           the Majority Banks; or

                   (vii)   under  finance  leases  in respect of motor  vehicles
                           and office equipment for employees and consultants of
                           the Group; or
                   (viii)  under the Debentures; or
                   (ix)    any Financial Liability
                           approved by the Facility Agent or
                   (x)     under a Permitted Lease Transaction,

                  and  ensure  that no  indebtedness  referred to in  paragraphs
                  (v) and  (viii)  above is  repaid or  repurchased  without the
                  prior written  consent of  the Agent or until the Facility has
                  been repaid and cancelled in full.

                                                                             45.
<PAGE>


         (d)   (Options):  No  Borrower  or  Guarantor  will,  without the prior
               consent of the  Facility  Agent,  enter into or permit to subsist
               any arrangement whereby any person:

                           (i)      has the right  (whether  or not  exercisable
                                    only on a contingency) to require any member
                                    of  the  Group  to  purchase  or   otherwise
                                    acquire  any  property  or any  interest  in
                                    property; or
                           (ii)     has the right  (whether  or not  exercisable
                                    only on a contingency) to require any member
                                    of the Group to sell or otherwise dispose of
                                    any property or interest in property,

                           except under the shareholders  agreements for CTV and
                           STV or those companies'  constituent  documents.  For
                           the  absence of doubt,  CTV and STV may,  without the
                           prior consent of the Agent, issue options over shares
                           or debentures in themselves.

         (e)   (Treasury Transactions): No Borrower or Guarantor will enter into
               any  interest  rate swap,  cap,  ceiling,  collar or floor or any
               currency swap, futures, foreign exchange or commodity contract or
               option  (whether  over the  counter  or  exchange  traded) or any
               similar  treasury  transaction,  other  than in  accordance  with
               clause 17.12(h),  spot foreign exchange contracts entered into in
               the ordinary course of business and transactions entered into for
               the  hedging  of actual or  projected  exposures  arising  in the
               ordinary course of ordinary trading activities of the Group or to
               meet its obligations under this Agreement.

17.5     Use of Funds

         (a)   (Repayment of  shareholders'  loans):  No Obligor will repay, and
               each Obligor will procure that no amount of  shareholders'  loans
               to any  Obligor  will be  repaid  prior to any  Termination  Date
               without the prior written  consent of the Facility  Agent (acting
               at  the  direction  of  the  Majority  Banks)  except  where  the
               shareholder   receiving  the  repayment  is  the  Borrower  or  a
               Guarantor or where permitted under clause 17.6;

         (b)   (Loans out):  No Borrower or Guarantor  will make any loan to any
               person save for:

                  (i)      loans  made  by one  member  of  the Group to another
                           member  of the Group  where the recipient of the loan
                           is the Borrower or a Guarantor;
                  (ii)     deposits  made with banks in the  ordinary  course of
                           business  as  part  of  its   transactional   banking
                           facilities and arrangements; and

                  (iii     loans required to give  effect to a  Permitted  Lease
                           Transaction.

17.6     Dividends and Share Capital

         (a)   (Restriction on Dividends): CTV and STV undertake not to:

                  (i)      declare,  make  or  pay  any dividend, charge, fee or
                           other distribution (whether in cash or in kind) on or
                           in respect of its share capital; or

                                                                             46.
<PAGE>


                   (ii)    make any payment of  interest or any similar  payment
                           in   respect   of  the   Debentures   or  any   other
                           subordinated shareholder loans; or
                  (iii)    pay any  fees  under  any  management  agreements  or
                           technical assistance agreements with any Related Body
                           Corporate,

                  without the prior  written  consent  of  the  Facility  Agent,
                  acting on the instructions of the Majority Banks.

         (b)      (Share  Capital):  No Borrower or Guarantor will,  without the
                  prior written consent of the Facility Agent,  such consent not
                  to be unreasonably withheld or delayed:

                  (i)      redeem,  repurchase, defease,  retire or repay any of
                           its share capital or any Debentures, or resolve to do
                           so; or
                  (ii)     issue any share  capital  to any person  unless  such
                           share   capital   will  form  part  of  the  Security
                           Property.

17.7     Intellectual Property Rights

         (a)      (Registrations):  The  Borrower and each  Guarantor  will make
                  such  registrations and pay such fees,  registration Taxes and
                  similar  amounts  as are  necessary  to  keep  its  registered
                  intellectual   property  rights  which  are  material  to  its
                  business   in  force  and  to  record  its   interest  in  the
                  intellectual property rights.

         (b)      (Protection  of Rights):  The Borrower and each Guarantor will
                  take such steps as are necessary and  commercially  reasonable
                  (including,  without  limitation,  the  institution  of  legal
                  proceedings)  to  prevent  third  parties   infringing   those
                  intellectual property  rights  referred  to  in  paragraph (a)
                  above  and (without  prejudice  to  paragraph  (a) above) take
                  such other steps  as  are  reasonably  practicabl  to maintain
                  and preserve its interests in those rights.

         (c)      (No  Disposal):  No  Borrower  or  Guarantor  will either in a
                  single  transaction  or in a series  of  transactions  whether
                  related or not and whether voluntarily or involuntarily, sell,
                  transfer,  lease,  license or otherwise  dispose of all or any
                  part  of its  interest  in any  of the  intellectual  property
                  rights save:

                   (i)     as effected pursuant to any Security; or
                  (ii)     as permitted by the Majority Banks; or
                  (iii)    for any  licence  arrangements  in  respect  of those
                           rights  entered into with members of the Group for so
                           long as they remain members of the Group; or
                  (iv)     in the ordinary course of business.

         (d)      (No  Abandonment):  No Borrower or  Guarantor  will permit any
                  registration of any of the intellectual  property rights to be
                  abandoned, cancelled or lapsed or to be liable to any claim of
                  abandonment  for  non-use  or  otherwise   except  where  such
                  abandonment,  cancellation  or lapse would not  reasonably  be
                  expected to have a Material Adverse Effect.

                                                                             47.
<PAGE>


17.8     Insurance

         (a)      The  Borrower  and each  Guarantor  must  effect and  maintain
                  insurance  in  relation  to  the  Security   Property  with  a
                  reputable,  responsible and solvent insurer on terms and in an
                  amount satisfactory to the Facility Agent.

          (b)     Each Obligor will comply with any insurance obligations in any
                  Securities  to which it is a party  (except  that the Borrower
                  will  only  be  required  to  obtain   business   interruption
                  insurance within 12 months from the date of this Agreement).

17.9     Licences

         The Borrower and each Guarantor will, and will ensure that each Obligor
         will:

         (a)   (Renew):  on or before the time and in the manner  prescribed  by
               the relevant Statute for each Licence,  apply for and procure the
               renewal of the  Licence  and pay or cause to be paid the  renewal
               fees and other sums  required  in  respect of the  Licence or the
               renewal of the Licence  within the time allowed and in the manner
               prescribed by the Statute  unless the  non-renewal of the Licence
               would, having regard to all of the circumstances (including,  but
               not limited to, the  non-renewal  of other  Licences at any prior
               time) and taking into account the  cumulative  effect of all such
               previous events and  circumstances,  not be reasonably  likely to
               have an adverse  effect on the  Obligor's  business or  financial
               condition or on its ability to perform its  material  obligations
               under any of the Transaction Documents;

         (b)   (Production  of  the  Licence):  upon  request,  produce  to  the
               Facility  Agent each  Licence and all  receipts  for  payments in
               relation to each Licence unless already delivered to the Security
               Agent under clause 17.11(f);

         (c)   (No  cancellation):  not do,  allow or suffer any act,  matter or
               thing as a result of which any Licence is or may be  surrendered,
               forfeited,  withdrawn,  cancelled,  refused or rendered  void, or
               whereby the holder of any Licence is disqualified  permanently or
               temporarily from receiving or continuing to hold a Licence except
               on  surrender  and  renewals of Licences  unless such  surrender,
               forfeiture, withdrawal,  cancellation, refusal, rendering void or
               disqualification would, having regard to all of the circumstances
               (including,   but  not  limited  to,  the  surrender  forfeiture,
               withdrawal,    cancellation,    refusal,    rendering   void   or
               disqualification  of other Licences at any prior time) and taking
               into account the  cumulative  effect of all such previous  events
               and  circumstances,  not be reasonably  likely to have an adverse
               effect on the Obligor's business or financial condition or on its
               ability  to perform  its  material  obligations  under any of the
               Transaction Documents;

         (d)   (No  transfer):  not  surrender  or concur in the transfer of any
               Licence to any person other than to an Obligor;

                                                                             48.
<PAGE>


         (e)      (Comply with Statues): comply with all Statutes and all lawful
                  requirements of every government  authority in relation to the
                  Licence if failure to comply would  reasonably  be expected to
                  result  in  a  forfeiture,  termination,  cancellation,  fine,
                  non-renewal or suspension of such Licence; and

         (f)      (Notice):  promptly  notify the Facility Agent if any relevant
                  authority issues any material notice in respect of any Licence
                  or threatens to suspend or cancel any of the Licences or if it
                  becomes aware of any enquiry by any relevant  authority  which
                  could affect any of the Licences.

17.10    Material Contracts

         (a)      (No Changes): The Borrower and each Guarantor will not without
                  the prior  written  consent of the Facility  Agent  (acting on
                  instructions  of the Majority Banks) which consent will not be
                  unreasonably withheld:

                  (i)      make  (whether  formally or by conduct)  any material
                           amendment  or  modification  to any  of the  Material
                           Contracts  or  waive  compliance  with  any  material
                           provision of any of the Material Contracts;
                  (ii)     terminate,  repudiate, allow to expire (other than in
                           accordance  with its  terms),  rescind  or revoke any
                           Material Contract;
                  (iii)    take  or  fail  to  take  any  action   which   could
                           reasonably  be expected to result in the  termination
                           of any of the Material Contracts; or
                  (iv)     assign or novate its  interest in any of the Material
                           Contracts  or consent or permit any other party to do
                           the same.

         (b)      (Protection): The Borrower and each Guarantor will:

                  (i)      comply  with  the material terms of the Material Con-
                           tracts;
                  (ii)     take  all  action  reasonably  available  to  them to
                           ensure  that the  Material  Contracts  remain in full
                           force and effect and to enforce  their  rights  under
                           any of the Material Contracts; and
                  (iii)    provide  the  Facility   Agent  with  copies  of  all
                           material  notices served or received under any of the
                           Material Contracts.

         (c)      (Access  Agreement):  The Borrower  undertakes to use its best
                  endeavours  to  execute  the  Access   Agreement  as  soon  as
                  practicable  after  the  execution  of  this  Agreement.   The
                  Borrower  will provide the  Facility  Agent with a copy of the
                  Access Agreement when executed.

         (d)      (Movie Vision Term Sheet): The Borrower  undertakes to use its
                  best  endeavours to procure that the agreement  referred to in
                  paragraph 3 of Schedule  11 of this  Agreement  is executed by
                  Optus  Vision Pty  Limited and Optus  Networks  Pty Limited as
                  soon as practicable after the execution of this Agreement. The
                  Borrower  will provide the Facility  Agent with a copy of that
                  agreement when so executed.

                                                                             49.
<PAGE>


17.11     Security Property

         (a)   (Good  repair):  Each  Obligor  will  maintain  and  protect  the
               Security  Property  and keep  the  same in a good and  tenantable
               state of repair and in good working order and condition, and will
               on being required so to do by the Facility Agent promptly rectify
               every material defect in the repair and condition thereof.

         (b)   (Outgoings):  Each Obligor will duly and  punctually pay when due
               all outgoings  including  rent and Taxes payable by it in respect
               of the Security Property.

         (c)   (Not to  prejudice):  No Obligor  will do or (to the extent it is
               able) permit any act, om ission or thing  whereby any part of the
               Security  Property  becomes  or could  be  liable  to  surrender,
               forfeiture or cancellation or becomes prejudiced in any manner or
               the value of any  Security as a security to the Banks  becomes or
               could be materially lessened.

         (d)   (Permit Inspection):  Each Obligor will permit the Facility Agent
               and any employee,  agent or professional  adviser of the Facility
               Agent,  to enter any land or  buildings  owned or occupied by the
               Obligor at all reasonable  times,  after  reasonable  notice,  to
               inspect  its  condition  and  to  monitor   compliance  with  the
               Transaction Documents.

         (e)   (Protection  of  Charged  Property):  Each  Obligor  will  at the
               request  of  the   Facility   Agent  take  or  defend  all  legal
               proceedings that the Facility Agent (acting reasonably) considers
               necessary  or  desirable  for  the  preservation,  protection  or
               recovery of the Security Property.

         (f)   (Documents  of title and other  securities):  Each  Obligor  will
               lodge  with the  Security  Agent  promptly  upon  request  by the
               Security Agent:

                   (i)     all certificates, scrip and other indicia of title or
                           interest in any shares or securities;
                  (ii)     all negotiable instruments other than cheques;
                  (iii)    all certificates  of title  to land  and all original
                           property leases;
                  (iv)     all Licences unless delivered under clause 17.9(b);
                  (v)      all other documents of title to the Security Property
                           immediately  on request of the same from the Facility
                           Agent.
          
17.12    General undertakings

         (a)   (Perform  Obligations):  The  Borrower  and each  Guarantor  will
               perform, fulfil and observe its Obligations.

         (b)      (Maintain all consents):  The Borrower and each Guarantor will
                  obtain,   renew,   maintain  and  comply  with  all  consents,
                  licences,  approvals  and  authorisations  necessary  for  the
                  validity and  enforceability of the Transaction  Documents and
                  the  performance of its  obligations  hereunder and thereunder
                  and the  effectiveness of each Security as a security with the
                  stated priority and it will promptly provide copies thereof to
                  the Facility Agent when these are obtained or renewed.

                                                                             50.
<PAGE>


         (c)   (Change of  business):  No  Borrower  or  Guarantor  will make or
               threaten  to make any  substantial  change  in the  nature of its
               respective  business as conducted  at the date of this  Agreement
               which  would  have a Material  Adverse  Effect or take any action
               which  would  result in the  business  not  remaining  capable of
               operating  in a manner  that  would not have a  Material  Adverse
               Effect.

         (d)   (Any  action):  No member of the Group will take any action  that
               would result in the Borrower not  remaining  capable of operating
               in a manner  that would  enable the  Borrower  to meet all of its
               Obligations.

         (e)   (Mergers): No Borrower or Guarantor will enter into any merger or
               consolidation  or make any  acquisition  of any  other  person or
               business except in respect of the assets or shares of a member of
               the  Group by the  Borrower  or a  Guarantor  without  the  prior
               written consent of the Facility Agent (acting at the direction of
               the Majority Banks).

         (f)   (Administration  and  winding-up  orders  etc.):  No  Borrower or
               Guarantor  will make or join in  making  any  application  to any
               court for an  administration,  winding-up,  receivership or other
               similar  order to be made in relation to any member of the Group,
               other than in respect of a solvent winding-up or dissolution of a
               member of the Group  without  the prior  written  consent  of the
               Facility Agent (acting at the direction of the Majority Banks).

         (g)   (Arm's-length  terms):  No Borrower or Guarantor  will enter into
               any material  transaction  with any person  otherwise than on (or
               better than)  arm's-length  terms and for full market value,  and
               save for intercompany loans permitted pursuant to clause 17.5(b).

         (h)   (Hedging):  The  Borrower  will  maintain  interest  and currency
               hedging arrangements with the Banks (and/or their affiliates) and
               will not enter into any  hedging  arrangements  with a  financial
               institution which is not a Bank (and/or its affiliate) so long as
               the price  and other  terms of the  arrangements  offered  by the
               Banks (or  their  affiliates,  where  relevant)  are fair  having
               regard to the Facility and the market at the relevant  time.  The
               Borrower  will from time to time consult with the Facility  Agent
               to agree satisfactory  levels of interest and currency hedging to
               be entered  into by the  Borrower.  The  Borrower  must ensure it
               maintains interest rate hedging in respect of 50% of all Advances
               outstanding  at any time. At no time will the Borrower hedge more
               than 100% of its actual exposures in any market.

         (i)   (Constitutional  Documents):  No Borrower or Guarantor will, save
               as required by law, amend or agree to amend its  constitution  or
               other  constitutional  documents  or by-laws of any member of the
               Group in any way which would have a Material Adverse Effect.

                                                                             51.
<PAGE>

         (j)      (Related Entity  Transactions):  No Borrower or Guarantor will
                  knowingly enter into any  transaction  with any shareholder of
                  the Borrower or any Related Body Corporate of any  shareholder
                  of the  Borrower  without  the prior  written  consent  of the
                  Facility Agent, such consent not to be unreasonably  withheld,
                  unless such transaction is entered into on ordinary commercial
                  terms in the ordinary course of that company's business.

         (k)      (Bank  Accounts):  No  Borrower  or  Guarantor  will  open  or
                  maintain  any  account  with any  branch  of any bank or other
                  financial  institution  providing like services (other than an
                  account  maintained   pursuant  to  the  requirements  of  the
                  Transaction  Documents)  unless the opening and maintenance of
                  such account has been  approved by the  Facility  Agent except
                  for  accounts  for   transactional   banking   facilities  and
                  arrangements   in  the  ordinary  course  of  business  or  in
                  connection with Financial  Indebtedness permitted under clause
                  17.4(c)(ii), (iii) and (vi).

         (l)      (Compliance  with laws):  The Borrower and each Guarantor will
                  comply in all  material  respects  with all  applicable  laws,
                  rules,  regulations and orders of any governmental  authority,
                  whether domestic or foreign having jurisdiction over it or any
                  of its assets.

         (m)      (Taxes): The Borrower and each Guarantor will pay all material
                  Taxes due and  payable by it within a  reasonable  time of the
                  relevant due date (save to the extent that payment of the same
                  is being  contested  in good faith and  adequate  reserves are
                  being maintained for those Taxes).

         (n)      Access):  Upon  reasonable  notice being given by the Facility
                  Agent,  the Borrower and each  Guarantor will procure that any
                  one or more  representatives  of the Facility Agent be allowed
                  (at the  Facility  Agent's  risk and  expense)  to have access
                  during normal business hours to the assets,  books and records
                  of each Obligor and to inspect the same without  disruption or
                  interference  to the  operation  of those  assets,  books  and
                  records.

         (o)      (Long  Range  Plan):  The  Borrower  will  not  engage  in any
                  business or other  activity  other than such business or other
                  activities  as are  reasonably  contemplated  in the Long Rang
                  Plan,  or any activity  which is related to or connected  with
                  any such business or other activity.

         (p)      (No  Trusts):  The  Borrower  will not become the trustee of a
                  trust or  hold any  property  subject  to or  impressed by any
                  trust;

18.      FINANCIAL COVENANTS

18.1     Financial Covenants

         The Borrower and each Guarantor will ensure that:

         (a)      (Senior  Debt/EBITDA):   for  the  financial  year  ending  31
                  December  2001 and each 12 month period  ending on a Quarterly
                  Date  thereafter  until 30 September 2002, the ratio of Senior
                  Debt (as at the  Quarterly  Date) to EBITDA  for the Group for

                                                                             52.
<PAGE>

                  the  preceding  12 month  period must be less than or equal to
                  5:1 and for the 12 month period ending on 31 December 2002 and
                  each 12 month period  ending on a Quarterly  Date  thereafter,
                  must be less than or equal to 4:1;

         (b)      (Total  Debt  /EBITDA):  for  the  financial  year  ending  31
                  December  2001 and each 12 month period  ending on a Quarterly
                  Date  thereafter  until 30 September  2002, the ratio of Total
                  Debt (as at the Quarterly Date) to EBITDA of the Group for the
                  preceding  12 month  period  must be less than or equal to 6:1
                  and for the 12 month  period  ending on 31  December  2002 and
                  each 12 month  period  ending on a Quarterly  Date  thereafter
                  must be less than or equal to 5:1;

         (c)      (EBITDA/Interest  Expense):  for the financial  year ending 31
                  December  2001  and  for  each 12  month  period  ending  on a
                  Quarterly Date  thereafter  until 30 September 2002, the ratio
                  of EBITDA of the Group for the  preceding  12 month  period to
                  Interest Expense for the preceding 12 month period must not be
                  less  than  2.25:1  and  for the 12  month  period  ending  31
                  December  2002 and each 12 month period  ending on a Quarterly
                  Date thereafter, must be not less than 3:1;

         (d)      (Minimum Total Subscribers  Level):  Total Subscribers must be
                  greater than or equal to the amount set out below:

                  (i)      at 30 June 1999, 295,000;
                  (ii)     at 30 September 1999, 310,000;
                  (iii)    at 31 December 1999, 325,000;
                  (iv)     at 30 June 2000, 355,000;
                  (v)      at 31 December 2000, 390,000;
                  (vi)     at 30 June 2001, 425,000; and
                  (vii)    at 31 December 2001, 460,000; and

         (e)      (Total  Debt/Total  Subscribers):  on the  date  of the  first
                  Utilisation  and on each  Quarterly Date  thereafter  until 31
                  December  2001 the  ratio of Total  Debt to Total  Subscribers
                  must be less than or equal to A$1000:1.

18.2     Compliance Certificate

         The Borrower  will deliver a  Compliance  Certificate  to  the Facility
         Agent  within  30  days  after  the  end of each  quarter  (except  for
         Compliance  Certificates  given  at the end of the financial year based
         on  audited financial  accounts which must be given promptly but in any
         event  not later than 120 days from the end of the financial  year) and
         at each Utilisation Date for a new Advance.

18.3    Stamp Duty Certificate

        The Borrower will deliver a Stamp Duty Certificate to the Security Agent
        as soon as practicable and in any event not later than:

         (a)      120 days after the close of its financial years; and

         (b)      90 days after each half of each of its financial years.

                                                                             53.
<PAGE>

19.       DEFAULT AND TERMINATION

19.1     Events of Default

         Each of the following events is an Event of Default, whether or not the
         cause is beyond the  control of the  Borrower,  the  Guarantors  or any
         other person:

         (a)      (Failure  to  pay): any Obligor does not pay within 2 Business
                  Days of the due  date  and in the specified manner, any amount
                  payable by it under any Transaction Document;

         (b)      (Failure to comply):  the  Borrower or  Guarantor  defaults in
                  fully  performing,  observing and  fulfilling any provision of
                  any Transaction  Document other than a provision requiring the
                  payment of money as contemplated  by clause 19.1(a),  provided
                  that in the case of a default capable of remedy,  that default
                  has not been remedied within 7 days of the occurrence of being
                  asked by the  Facility  Agent to remedy the  default  (or such
                  longer  period   agreed  by  the  Facility   Agent  acting  on
                  instructions from Majority Banks);

         (c)      (Untrue warranty):  any representation,  warranty or statement
                  made,  repeated  or  deemed  to be  made  or  repeated  in any
                  Transaction Document or in connection with the Facility or any
                  accounts  or  opinion   furnished  in   connection   with  the
                  application for the Facility or under this Agreement is proved
                  to be untrue in any material  respect  when made,  repeated or
                  deemed to be made  repeated or furnished  (as the case may be)
                  and the representation,  warranty or statement continues to be
                  untrue 7 days after the representation,  warranty or statement
                  is identified;

         (d)      (Breach of  undertaking):  any  Obligor  breaches  any written
                  undertaking  given  at any time to the  Banks or any  Agent or
                  fails to comply with any condition imposed by the Banks or any
                  Agent in agreeing to any matter (including any waiver);

         (e)      (Event  of  Default  under Transaction Document): any event of
                  default (howsoever  described) occurs  under  any  Transaction
                  Document;

         (f)      (Default under other transactions):

                  (i)      any Financial  Liability  greater than  $5,000,000 of
                           any  Obligor  becomes,  or  becomes  capable of being
                           declared,  prematurely due and payable as a result of
                           a default or an event of default howsoever  described
                           thereunder;
                  (ii)     any Financial  Liability  greater than  $5,000,000 of
                           any Obligor or any sum payable in respect  thereof is
                           not paid when due and payable;

                  (iii)    any Encumbrance over any asset of an Obligor securing
                           more  than   $5,000,000   becomes  capable  of  being
                           enforced  as a  result  of a  default  or an event of
                           default howsoever described thereunder;

                                                                             54.
<PAGE>

                  (iv)     any Obligor defaults in fully  performing,  observing
                           and  fulfilling  any  of  the  terms,  covenants  and
                           conditions of any Encumbrance  relating to any of its
                           assets   securing   more  than   $5,000,000   or  any
                           Encumbrance  relating  to any  asset  of any  Obligor
                           otherwise becomes enforceable;

                  (v)      any Encumbrance  securing more than $5,000,000  which
                           is a floating  security over any asset of any Obligor
                           crystallises  into, or otherwise  becomes, a fixed or
                           specific security; or

                  (vi)     any   Encumbrance   securing  more  than   $5,000,000
                           relating to a Security Property is varied without the
                           prior written  consent of the Security  Agent (acting
                           on the  instructions  of the Majority Banks) or comes
                           to secure an aggregate debt or liability  (present or
                           future, actual,  contingent or prospective and on any
                           account   whatsoever)   that   exceeds   the   amount
                           previously   agreed  to  by  the  Security  Agent  in
                           writing;

         (g)   (Event of Insolvency):  any Event of Insolvency occurs in respect
               of any Obligor;

         (h)   (Investigation):  an investigation into the affairs or particular
               affairs  of  an  Obligor  is  directed  or  commenced  under  the
               Corporations Law which would have a Material Adverse Effect;

         (i)   (Cessation  of  business):  an Obligor  ceases,  or  threatens to
               cease,  to carry on all or a substantial  part of its business or
               all or a material  part of the  Obligor's  business is destroyed,
               confiscated,  appropriated or resumed or suffers loss or material
               damage unless insured to the satisfaction of the Facility Agent;

         (j)   (Void or voidable):  any Transaction Document is or becomes or is
               claimed by any Obligor to be void,  voidable or  unenforceable in
               whole or in part;

         (k)   (Illegality):  at any  time  it is  unlawful  for an  Obligor  to
               perform any of its  material  obligations  under any  Transaction
               Document;

         (l)   (Failure  to comply with  laws):  any  Obligor  fails to duly and
               punctually  comply with all statutes,  material  regulations  and
               other laws binding on it and such  failure  would have a Material
               Adverse Effect;

         (m)   (Change in  control):  without the prior  written  consent of the
               Facility  Agent,  acting on  instructions  from  Majority  Banks,
               Effective  Control of the  Borrower,  CTV or STV is altered  from
               that  subsisting  at the date  hereof.  For the  purpose  of this
               sub-clause "Effective Control" means:

                  (i)      the ability to appoint a majority of directors to the
                           Board of Directors of the Borrower, CTV or STV;

                  (ii)     control of more than 49% of the economic  interest or
                           value of the Borrower,  CTV or STV is acquired by one
                           or  more  parties  other  than  United  International
                           Holdings, Inc., or its Related Bodies Corporate; or

                                                                             55.
<PAGE>


                  (iii)    control of legal and/or beneficial  ownership of more
                           than 49% of the issued share capital of the Borrower,
                           CTV or STV  excluding  any part thereof which carries
                           no right to participate  beyond a specified amount in
                           the distribution of either profit or capital;

         (n)   (Change in  Shareholding):  divestment by UIH  Australia/Pacific,
               Inc.  or any of its  related  entities  so  that it or any of its
               related   entities  has  less  than  25%  legal  and   beneficial
               shareholding in XYZ Entertainment Pty Limited,  without the prior
               written  consent of the Facility  Agent  (acting on  instructions
               from  Majority  Banks),  which  consent will not be  unreasonably
               withheld or delayed provided that the Borrower  demonstrates,  to
               the  satisfaction  of the Facility  Agent,  that the Borrower has
               continuing and acceptable  access to programming  satisfactory to
               the Facility Agent;

         (o)   (Hedging):  the  Borrower  hedges more than 100% of its  physical
               exposures;

         (p)   (Reduction in capital):  without the prior written consent of the
               Facility Agent (acting on instructions  from Majority Banks),  an
               Obligor takes action to reduce its share  capital  (other than by
               the redemption of redeemable preference shares);

         (q)   (Reserve  liability):  without the prior  written  consent of the
               Facility  Agent  (acting  on the  instructions  of  the  Majority
               Banks),  any meeting of an Obligor is convened for the purpose of
               considering or passing a special  resolution under section 188(2)
               of the Corporations Law or any such resolution is proposed at any
               meeting of an Obligor;

         (r)   (Material  Contracts):  without the prior written  consent of the
               Facility Agent (acting on  instructions  from Majority  Banks) an
               event of default  howsoever  described  occurs and is  continuing
               under any Material  Contract or any Obligor  fails to comply with
               any material term of a Material Contract or any Material Contract
               is prematurely terminated or it becomes unlawful for any party to
               a Material Contract to perform its obligations and which event of
               default or failure to comply or termination or illegality:

                   (i)    remains unremedied 7 days after the Facility Agent has
                          requested the Borrower to procure that it be remedied;
                          and
                  (ii)    would  be reasonably likely to have a Material Adverse
                          Effect;

         (s)   (Loss of Consents):

                   (i)     any  authorisation,  approval,  consent,  licence  or
                           permit (including, without limitation, the Licences),
                           exemption,    filing   or   registration   or   other
                           requirement necessary:

                           A.  to enable any Obligor to comply with any of its
                               material obligations under any of the Transaction
                               Documents or any of the Material Contracts; or
                           B.  for the conduct of its business;

                                                                             56.
<PAGE>


                           is  revoked  or  refused  or does not  remain in full
                           force and  effect in  accordance  with its terms once
                           granted,  or is not renewed prior to its expiry or is
                           adversely  modified  and that  event  has a  Material
                           Adverse Effect;

                  (ii)     the  authority  of any  Obligor in the conduct of its
                           business is  wholly or substantially curtained by any
                           seizure  or  intervention  by  or  on  behalf  of any
                           authority or the ability of  the Group to conduct its
                           business or to determine  the amount  it  will charge
                           for its services is limited, restricted or constrain-
                           ed by any  government  or governmental  agency taking
                           any  action or such government or governmental agency
                           announces  its intention to take such action in rela-
                           tion to any member  of the Group or any of its assets
                           to an extent greater  than  existing  at  the date of
                           this Agreement and such  action is  reasonably likely
                           to have a Material Adverse Effect;

         (t)   (Licences):  a  breach  of any of the  Licences  occurs  and such
               breach is not remedied within 30 days or such other period as may
               be  specified  in any  notice  of breach  issued by the  relevant
               authority  unless such breach would,  having regard to all of the
               circumstances (including, but not limited to, the breach of other
               Licences  at  any  prior  time)  and  taking  into   account  the
               cumulative effect of all such previous events and  circumstances,
               not  be  reasonably  likely  to  have  an  adverse  effect  on an
               Obligor's  business or  financial  condition or on its ability to
               perform its  material  obligations  under any of the  Transaction
               Documents;

         (u)      (Material  change):  any event or  series  of  events  whether
                  related or not occurs which has a Material Adverse Effect.

19.2      Facility Agent's rights upon Event of Default

         Subject to clause  19.3,  if any Event of Default  occurs,  at any time
         thereafter  while such event  continues,  the Facility Agent may at its
         option if so  authorised  by the  Majority  Banks  and  shall  upon the
         direction of the Majority Banks by written notice to the Borrower:

         (a)      declare that an Event of Default has occurred; and/or

         (b)      declare that the Total  Commitments and any other  obligations
                  of  the  Banks  or  the  Agents  to  the  Obligors  under  the
                  Transaction Documents shall be cancelled forthwith,  whereupon
                  the  same  shall  be so  cancelled  and all  fees  payable  in
                  relation to the Total Commitments shall become immediately due
                  and payable; and/or

         (c)      declare that the Advances to the  Borrower,  together with all
                  interest accrued on those Advances and all other amounts which
                  form part of the  Obligations  (as  specified  in such notice)
                  shall  thenceforth  be  repayable  on demand being made by the
                  Facility  Agent  (and in the  event of any such  demand  those
                  Advances,  such  interest  and  such  other  amounts  shall be
                  immediately due and payable); and/or

                                                                             57.
<PAGE>


         (d)      declare  the  Advances  to the  Borrower  immediately  due and
                  payable,  whereupon  they  shall  become  immediately  due and
                  payable  together with all interest  accrued on those Advances
                  and all other amounts which form part of the Obligations.

20.      GUARANTEE AND INDEMNITY

20.1     Guarantee

         Each Guarantor hereby irrevocably and unconditionally guarantees to the
         Agents and each Bank  or any of them) the due and punctual performance
         in full of the Obligations.

20.2     Indemnity

         Each Guarantor as a separate,  additional and primary  liability hereby
         irrevocably and unconditionally agrees to indemnify the Agents and each
         Bank and at all  times  hereafter  to keep  the  Agents  and each  Bank
         indemnified  against any  failure by an Obligor to duly and  punctually
         perform its Obligations and Intended Obligations.

20.3     Performance of Obligations

         If the  Borrower or a Guarantor or any other person bound to perform or
         pay after the expiration of any applicable  grace period any Obligation
         or Intended Obligation fails to do so in full on the due date therefor,
         each Guarantor shall immediately on demand by either of the Agents or a
         Bank perform or pay that Obligation or Intended Obligation.

20.4     Liability as Guarantor and indemnifier

         Any  reference  herein to the obligations or liabilities of a Guarantor
         shall  be construed as a reference to its  obligations  or  liabilities
         whether  as a Guarantor  or  indemnifier  hereunder  and the use of the
         expression  "Guarantor"  herein  in  relation  to a party  shall not be
         construed  as  diminishing  that  party's  obligations  hereunder as an
         indemnifier. The provisions of  this clause 20 preserving the liability
         of  a  party  hereto  as a  Guarantor  apply  mutatis  mutandis  to any
         liability  that arises  whether in regard to that party's  guarantee or
         indemnity hereunder.

20.5     Principal obligation

         Each  obligation of each Guarantor  hereunder  constitutes a principal,
         and not a  secondary  or  ancillary  obligation,  to the  intent  that,
         without  limiting  in any  way  the  operation  of  any  of  the  other
         provisions  of this clause 20, any  limitation  on the  liability  of a
         Guarantor  which  would  otherwise  arise by reason of its  status as a
         Guarantor,  co-Guarantor,   indemnifier  or  co-indemnifier  is  hereby
         negatived.

20.6     Absolute liability

         The  liability  of each  Guarantor  hereunder  is  absolute  and is not
         subject to the execution of the Transaction  Documents (other than this
         Agreement) or of any other document by any person or to the performance

                                                                             58.
<PAGE>

         of any condition precedent or subsequent,  including,  without limiting
         the  generality  of the  foregoing,  as  between  any  Obligor  and the
         Facility  Agent,  the  Banks  or any of them or  amongst  any 2 or more
         Obligors but is subject to  non-payment  or the  non-performance  of an
         Obligation or Intended Obligation by the principal obligor.

20.7     Unconditional liability

         The liability of each Guarantor  hereunder shall not be affected by any
         act,  omission,  matter or thing that would otherwise operate in law or
         in  equity  to  reduce  or  release  a  Guarantor  from  its  liability
         including, without limiting the generality of the foregoing, any of the
         following:

         (a)      (Event of Default): the occurrence of any Event of Default;

         (b)      (Distributions):  the  receipt by any Agent or any Bank of any
                  payment,  dividend  or  distribution   under   any  Insolvency
                  Provision in relation to the Borrower or any Guarantor;

         (c)      (Invalidity etc.): any Transaction  Document or any payment or
                  other act the making or doing of which  would  otherwise  have
                  formed part of the Obligations, or any transaction or document
                  which  would  otherwise  have  given rise to such a payment or
                  other act being or becoming  or being  conceded to be illegal,
                  invalid,  void,  voidable,  unenforceable  or irrecoverable in
                  whole or in part  for any  reason  whether  past,  present  or
                  future,  including,  without  limiting the  generality  of the
                  foregoing:

                  (i)      any statute, other law or principle of equity;
                  (ii)     any act or omission by any person;
                  (iii)    any legal limitation, disability or  incapacity of an
                           Obligor or any Guarantor;
                  (iv)     any improper exercise of a power or authority in
                           relation to an Obligor or any Guarantor;
                  (v)      any right of an Agent or a Bank to enforce or recover
                           such  document,  payment or other act or to  exercise
                           any  remedy  or right it has for the  enforcement  or
                           recovery of such document, payment or other act being
                           suspended  or  postponed  by  order  of any  court or
                           otherwise; or
                  (vi)     any Insolvency Provision;

         (d)      (New guarantors): the  Agents, Banks  or any of them accepting
                  from  any  person  any  guarantee,  indemnity  or contract  of
                  suretyship for the performance of the whole or any part of the
                  Obligations;

         (e)      (Time  or  indulgence):  the  Agents,  Banks  or any  of  them
                  agreeing  with an  Obligor  or any  Guarantor  to grant  time,
                  waiver or other  indulgence or  concession  to, or to make any
                  composition or compromise with an Obligor or any Guarantor;

         (f)      (Forbearance):  the Agents, Banks or any of them forbearing or
                  neglecting to exercise any remedy or right they have or it has
                  for the enforcement of any  Transaction  Document or any other
                  obligation or liability forming part of the Obligations;

                                                                             59.
<PAGE>


         (g)   (Laches etc.):  any laches,  acquiescence or other act,  neglect,
               default, omission or mistake by the Agents, Banks or any of them;

         (h)   (Repudiation):  the  determination,  rescission,  repudiation  or
               termination,  or the acceptance of any of the  foregoing,  by the
               Agents,  Banks, an Obligor or any Guarantor or any of them of any
               Transaction Document or any other obligation or liability forming
               part of the Obligations;

         (i)   (Variation):   any  variation   (whether  by  way  of  insertion,
               deletion, modification, novation or otherwise) to any Transaction
               Document or any other obligation or liability forming part of the
               Obligations,  whether or not such  variation  is  substantial  or
               material or imposes an additional liability upon or is onerous on
               any Obligor or any  Guarantor,  including  without  limiting  the
               generality  of  the  foregoing,  any  increase  in the  limit  or
               extension of the term for, or the  imposition of any condition or
               variation  in the rate of  interest  in  respect of  advances  or
               financial accommodation to the Borrower;

         (j)   (Release):  the full, partial or conditional release or discharge
               (whether  before  or  after  any  demand  has  been  made  on the
               Guarantor  hereunder)  by the Agents,  Banks or any of them or by
               operation  of law,  of an Obligor or any  Guarantor  or any other
               person from any Transaction  Document or any other  obligation or
               liability  forming part of the Obligations (but without affecting
               the  validity  of any  release and  discharge  of a Guarantor  in
               accordance with this Agreement);

         (k)   (Security  Property):  the  release  of  any  property  from  any
               Security  or the  substitution  of any  property  in place of any
               other property now or hereafter the subject of a Security;

         (l)   (Securities):   the  Agents,   Banks  or  any  of  them  wasting,
               destroying,    abandoning,   prejudicing   or   not   perfecting,
               maintaining, preserving, enforcing or realising or negligently or
               not bona fide enforcing or realising any Security;

         (m)   (Loss of  Securities):  the failure to obtain any Security or the
               loss  or  impairment  of  any  Security  by  operation  of law or
               otherwise,  whether or not the same is in breach of an express or
               implied  condition  to obtain or  preserve  such  Security  or in
               breach of any  equitable  duty which  might  otherwise  have been
               imposed upon the Agents, Banks or any of them;

         (n)   (Priority  of  Securities):  the  Agents,  Banks  or any of  them
               agreeing to any order of priorities  with respect to any Security
               or to any  variation  of any  then  previously  agreed  order  of
               priority;

         (o)   (Accounts):  the opening or operation of any new account with the
               Agents, Banks or any of them by any Obligor or any Guarantor;

                                                                             60.
<PAGE>

         (p)   (Change of  constitution):  any change in membership  (whether by
               death or  retirement  of an existing  member,  admission of a new
               member or otherwise),  in the place of business or in the name of
               any partnership,  firm or association in which any Obligor or any
               Guarantor is a member;

         (q)   (Transfer):  the  transfer  or  assignment  of the benefit of any
               Transaction  Document  or of any other  obligation  or  liability
               forming part of the Obligations;

         (r)   (Disclosure):  any failure by the Agents, Banks or any of them to
               disclose  to  the   Guarantor   any  material  or  unusual  fact,
               circumstance,  event or thing  whatsoever  known  to, or ought to
               have been known by, an Agent or any Bank relating to or affecting
               any Obligor or any  Guarantor  at any time prior to or during the
               currency of any Transaction Document,  whether prejudicial or not
               to the rights and liabilities of the Guarantor and whether or not
               any Agent or any Bank was under any duty to  disclose  such fact,
               circumstance, event or thing to the Guarantor or an Obligor; or

         (s)   (Covenant  not to take  action):  any Agent or any Bank  entering
               into a covenant with an Obligor or any Guarantor not to do all or
               any of the following, namely, sue, issue process, sign or execute
               judgment,  commence  proceedings  for bankruptcy or  liquidation,
               participate in any official management,  scheme of arrangement or
               reconstruction,  prove in any bankruptcy or liquidation or do any
               other  act,  matter or thing in respect  of the  liability  of an
               Obligor or that Guarantor (but without  affecting the validity of
               any  waiver  given  in  accordance  with  clause  30.11  of  this
               Agreement).

20.8     No obligation to gain consent

         Nothing  herein shall be construed as a requirement  that any Guarantor
         consent to or be made aware of any event  referred  to in clause  20.7,
         any transaction between the Agents, Banks or any of them and an Obligor
         or any  one  or  more  Guarantors  or any  particulars  concerning  any
         obligation or liability that forms part of the Obligations.

20.9     No marshalling

         The  Agents  and the  Banks  are  under no  obligation  to  marshal  or
         appropriate in favour of any Guarantor or to exercise,  apply, transfer
         or  recover in favour of any  Guarantor  any  Security  or any funds or
         assets that they or any of them hold or are entitled to receive or have
         a claim upon.

20.10    Void or voidable transactions

         If  there  is  upheld,   conceded  or  compromised  any  claim  that  a
         transaction in any way affecting or relating to the  Obligations or the
         Securities  is  void,  voidable,  unenforceable  or  irrecoverable  the
         following provisions apply:

                                                                             61.
<PAGE>


         (a)      (Restoration  of  Obligations):  if  as  a  result  of  or  in
                  connection  with entering into the transaction the Obligations
                  have been  reduced  in any way,  then upon  such  claim  being
                  upheld, conceded or compromised, each Agent and each Bank will
                  be entitled  against  each  Guarantor to all such rights as it
                  would  have had if the  transaction  or so much  thereof as is
                  held or  conceded  to be void or  voidable  or is  foregone on
                  compromise had not taken place;

          (b)     (Restoration of Security):  if as a result of or in connection
                  with entering into the  transaction,  or if as a result of the
                  transaction   being   held   or   conceded   to  be   void  or
                  unenforceable,  a Bank's  rights under any Security  have been
                  surrendered,  cancelled or reduced in any way,  then upon such
                  claim being upheld,  conceded or  compromised,  each Guarantor
                  will  take all  steps  and sign all such  documents  as may be
                  necessary or  convenient to restore those rights or equivalent
                  rights to the Bank; and

         (c)      (Costs and expenses):  the  Guarantors  will pay to each Agent
                  and each Bank all costs and  expenses  (including  legal costs
                  and expenses as between  solicitor and own client) incurred by
                  each  Agent  and  each  Bank  in or  in  connection  with  any
                  negotiations or proceedings relating to any such claims.

20.11    Insolvency

         No  Guarantor  will lodge any proof of debt or similar  claim under any
         Insolvency  Provision  in relation to any Obligor or any  Guarantor  in
         competition  with any Agent or any  Bank.  Each  Guarantor  irrevocably
         authorises  the  Security  Agent to prove as its attorney for all money
         which it may be  entitled  to from an Obligor or any  Guarantor  and to
         retain  and to carry  to a  suspense  account  and  appropriate  at the
         discretion of the Security Agent (but for the benefit of the Banks) any
         amount so received  until with the aid thereof  each Bank has been paid
         100 cents in the dollar in respect of the indebtedness of an Obligor or
         each Guarantor as the case may be.

20.12    No set-off, counterclaim, etc.

         No  Guarantor  will  seek to  reduce  or avoid  its  liability  under a
         Transaction  Document by raising any defence,  set-off or  counterclaim
         available to any Agent or an Obligor or any other Guarantor.

20.13    Restriction on Guarantor's dealings

         No Guarantor will,  without the Facility  Agent's prior written consent
         (which the Facility  Agent may withhold in its discretion and acting on
         the instructions of the Majority Banks):

         (a)      (No proceedings): institute any proceedings against any other
                  Obligor;

         (b)      (No demand):  make any demand for, or accept any money in part
                  or complete  satisfaction  of, any liability on any account of
                  any other Obligor other than as permitted under this Agreement
                  or for a  liability  arising  out of the  supply  of goods and
                  services  by the  Guarantor  to that  Obligor in the  ordinary
                  course of that Guarantor's  ordinary business at a rate and on
                  terms not  exceeding  and not more onerous than usually  found
                  for the supply of such goods and  services by parties  dealing
                  at arm's length;

                                                                             62.
<PAGE>


         (c)      (No enforcement of Securities): enforce any Encumbrance now or
                  hereafter  held by it (either alone or with others) in respect
                  of any such liability as aforesaid; or

         (d)      (No set-off): set-off any money owing by the Guarantor against
                  any  liability  owing to the Guarantor by any other Obligor or
                  permit any  Obligor to set off any money  owing by the Obligor
                  against any liability owing to that Obligor by the Guarantor.

20.14    Release of Obligor

         Notwithstanding any presumption or principle of law to the contrary, an
         Agent or a Bank may in relation  to any  Obligor  enter into a covenant
         not to sue,  issue  process,  sign  judgment  and  execute or  commence
         proceedings  for the  bankruptcy or  liquidation  of any one or more of
         such   resultant   judgment   debtors,   participate  in  any  official
         management,  scheme  of  arrangement  or  reconstruction,  prove in any
         bankruptcy  or  liquidation  and do any other  act,  matter or thing in
         respect  of  that  Obligor's  liability  without  thereby  in  any  way
         impairing or reducing the liability of any Guarantor or other Guarantor
         (as the case may be) to the other  Agents,  the  other  Banks or any of
         them under this Agreement.

20.15    Conditions precedent

         The Facility Agent may waive,  dispense with or accept such evidence as
         in its absolute  discretion it sees fit in relation to the satisfaction
         of any condition  precedent  contained in any  Transaction  Document or
         otherwise for the grant of any advances or financial  accommodation  to
         or for the  account  of the  Borrower,  and the  Guarantors'  liability
         hereunder  shall not be affected or in any way impaired by any exercise
         by the Facility Agent of that discretion.

20.16     Claim on the Guarantors

         (a)      An Agent or a Bank  shall  not make any  demand  or claim on a
                  Guarantor  under  this  clause  20  unless  an  Obligor  or  a
                  Guarantor has failed in the due and punctual payment of any of
                  its Obligations.

         (b)      Neither  an Agent  nor a Bank  shall be  required  to make any
                  claim or demand on an Obligor or on any other Guarantor, or to
                  enforce any Transaction  Document or any other right, power or
                  remedy against any Obligor,  before making any demand or claim
                  upon any Guarantor under this clause 20.

20.17    Subrogation

         No  Guarantor  will seek the  transfer to it of any  Security  which is
         subject to an agreed order of priority in the  Security  Agent's or any
         Bank's  hands under any right of  subrogation,  unless and until it has
         entered  into a deed  under  which  it  undertakes  to be  bound by the
         priority  affecting such Security with the other parties to such agreed
         order of priority.

                                                                             63.
<PAGE>


20.18    General waiver by Guarantors

         The  Guarantors  expressly  waive  all  rights  inconsistent  with  the
         provisions of this Agreement,  including all rights as to contribution,
         indemnity  or  subrogation  which they might  otherwise  be entitled to
         claim and enforce until the Obligations have been paid in full.

20.19    Judgment

         Any judgment  obtained  against the Borrower is  conclusive  as against
         each Guarantor.

21.      ADDITIONAL GUARANTORS AND SECURITY

21.1     Additional Guarantors

         (a)      The Borrower and each Guarantor  shall procure that any wholly
                  owned  member  of the  Group  which is not a  Guarantor  shall
                  become,  promptly,  but no  later  than 90 days,  after  being
                  required  by the  Facility  Agent on the  instructions  of the
                  Majority Banks to become, an Additional  Guarantor by entering
                  into an Accession  Agreement,  subject to any provision of law
                  prohibiting that person from becoming an Additional Guarantor.

         (b)      Where any such prohibition as is referred to above exists, the
                  Borrower  and  each   Guarantor   shall  use  its   reasonable
                  endeavours  lawfully  to  overcome  the  prohibition,  and the
                  Facility Agent (acting at the direction of the Majority Banks)
                  may (but  shall not be obliged  to) agree  with the  potential
                  Additional Guarantor concerned limitations on its liability as
                  an  Additional   Guarantor  under  this  Agreement  and  other
                  amendments  (applying  only in  relation  to  that  Additional
                  Guarantor)  to this  Agreement  or to the  relevant  Accession
                  Agreement.

         (c)      On each date that an  Accession  Agreement is entered into the
                  Borrower  shall procure that each of the  documents  listed in
                  paragraphs  1,  3,  4,  5,  9,  10  and 15 of  Schedule  4 (as
                  appropriate)  are  delivered  in  respect  of  the  Additional
                  Guarantor  and the  Accession  Agreement in form and substance
                  satisfactory to the Facility Agent.

21.2      Security

         (a)      The Borrower and each  Guarantor  shall execute and deliver to
                  the Security  Agent such further or  additional  Securities in
                  such  form  and in  relation  to  such  of its  assets  as the
                  Majority  Banks  shall  reasonably   require  subject  to  any
                  provision of law  prohibiting  such person from  entering into
                  such Security.

         (b)      Where any such prohibition as is referred to above exists, the
                  Borrower  and  each  Guarantor  shall  use  their   reasonable
                  endeavours  lawfully  to  overcome  the  prohibition,  and the
                  Security  Agent may (but shall not be  obliged  to) agree with
                  the relevant Obligor limitations on the extent of the security
                  granted by it.

                                                                             64.
<PAGE>


         (c)   The Obligors  shall at their own expense  execute and do all such
               assurances, acts and things as the Security Agent or the Majority
               Banks may  reasonably  require for  perfecting or protecting  the
               security  intended  to be  afforded  by  the  Securities  or  for
               facilitating the realisation in accordance with the Securities of
               all or any part of the assets which are subject to the Securities
               and the  exercise  of all  powers,  authorities  and  discretions
               vested  in the  Security  Agent  under the  Securities  or in any
               receiver  of all or any part of those  assets  and in  particular
               shall  execute  all  transfers,   conveyances,   assignments  and
               releases of that property whether to the Security Agent or to its
               nominees and give all notices,  orders and  directions  which the
               Security Agent may reasonably  think expedient for the purpose of
               this clause 21.2(c).

         (d)   The  Obligors  shall  procure that in relation to each further or
               additional  Security the relevant  Borrower or Guarantor shall do
               all things  necessary duly to perfect in the  jurisdiction of its
               incorporation  and in the  jurisdiction  wherein the assets which
               are the  subject of the  further  or  additional  Securities  are
               located,  the security  intended to be afforded to the Agents and
               the Banks under such further or additional  Securities  and shall
               deliver to the Facility  Agent such  directors  and  shareholders
               resolutions,  legal opinions, notices,  certificates or documents
               of title or other items as the  Facility  Agent shall  reasonably
               require.

21.3     Additional Security

         Notwithstanding clause 21.2(a), the Borrower and each Guarantor shall:

         (a)   procure that any person who becomes a wholly owned  subsidiary of
               an Obligor  executes and delivers in a timely manner and does all
               things  necessary  to  provide  security  in form  and  substance
               satisfactory  to the  Facility  Agent  over all of its assets and
               undertakings; and

         (b)   ensure that any  Security  Property  relating  to the  Securities
               referred  to in  clause  21.3(a)  shall be free and  clear of any
               Encumbrances  other  than  Encumbrances  permitted  under  clause
               17.3(a) or the Securities.

22.      RELEASE OF GUARANTORS AND SECURITY

22.1     Guarantors

         Subject to clause 22.3,  at the time of completion of any sale or other
         disposal to a person or persons outside (and which will remain outside)
         the Group of all of the shares in the capital of any  Guarantor  (or of
         all of the  shares in any other  member  of the Group  (other  than the
         Borrower)  such that any Guarantor  ceases as a result  thereof to be a
         member of the Group) and in such  other  circumstances  (if any) as all
         the Banks may from time to time agree in writing,  such Guarantor shall
         be released from all past,  present and future liabilities (both actual
         and  contingent)  hereunder  and under the  Securities to which it is a
         party,  and the security  provided over its assets under the Securities
         will be released.

                                                                             65.
<PAGE>

22.2     Assets

         Subject  to clause 22.3, at the time of completion of any sale or other
         disposal  to a  person  or  persons  outside  (and  which  will  remain
         outside)  the  Group of  any  assets  owned by an  Obligor  over  which
         security has been created  by the  Securities  to which that Obligor is
         party, those assets shall be released from such security.

22.3     Conditions for Release

         The release of the guarantees  and security  referred to in clause 22.1
         and 22.2 above shall only occur if:

         (a)      either:

                  (i)      such disposal will not result directly or indirectly
                           in any breach of any of  the terms of this Agreement;
                           or
                  (ii)     such disposal is being effected at the request of the
                           Majority  Banks  in  circumstances  where  any of the
                           security   created  by  the   Securities  has  become
                           enforceable; or
                  (iii)    such disposal is being effected by enforcement of the
                           Securities;  or
                  (iv)     all Banks agree to the  release; and

         (b)      the Net Proceeds  arising out of such disposal will be applied
                  strictly  in  accordance   with  the   requirements   of  this
                  Agreement; and

         (c)      any  assets to be  transferred  to other  members of the Group
                  before   completion  of  such  disposal  shall  have  been  so
                  transferred  and  (if  so  required  by  the  Majority  Banks)
                  security  over such  assets  shall  have been  granted  to the
                  Security Agent to its satisfaction; and

         (d)      the  Security   Agent  shall  have  executed  such   documents
                  effecting  such  release as shall be  reasonably  required  to
                  achieve  such release as  aforesaid  (and the  Security  Agent
                  shall  execute  such  documents at the expense of the relevant
                  Obligor  promptly upon (and only upon) it being satisfied that
                  the conditions in (a), (b) and (c) above are satisfied or have
                  been waived by all of the Banks).

22.4     Release of Group Members

         If any person which is a member of the Group (other than the  Borrower)
         shall cease to be such a member in  consequence  of the  enforcement of
         any of the  Securities  or in  consequence  of a disposal of the shares
         therein  effected at the request of the Majority Banks in circumstances
         where  any  of  the  security  created  by the  Securities  has  become
         enforceable,  any claim which any Obligor may have  against such person
         or any of its  Subsidiaries  in or arising out of this Agreement or any
         of the Securities (including,  without limitation,  any claim by way of
         subrogation  to the  rights of the Agents  and the Banks  against  such
         person  under  the  Transaction  Documents  and  any  claim  by  way of
         contribution  or  indemnity)  shall  be  released   automatically   and
         immediately upon such person ceasing to be a member of the Group.

                                                                             66.
<PAGE>

22.5     Restructure of Group

         The Facility Agent and Security Agent are hereby  authorised to execute
         the Deed of Consent  and  Release in the form of Annexure A and to give
         all releases, discharges and consents required in that document without
         any further approval from the Banks.

23.      INDEMNITY

         The Borrower and each  Guarantor  shall on demand by the Facility Agent
         indemnify each Bank against any loss,  cost or reasonable out of pocket
         expenses which the Bank may sustain or incur as a consequence of:

         (a)      any sum  payable  by the Borrower or a Guarantor hereunder not
                  being paid when due;

         (b)      the  occurrence of  any Event of Default or Potential Event of
                  Default;

         (c)      an  Advance  requested  in  a  Utilisation  Notice  not  being
                  provided  for any  reason  including  failure  to  fulfil  any
                  condition  precedent  but  excluding  any  default by the Bank
                  claiming an indemnity pursuant to this clause; or

         (d)      the Bank  receiving  payments of  principal  other than on the
                  last day of an  Interest  Period  or when due for any  reason,
                  including, without limitation, prepayment in accordance with a
                  Transaction  Document.

          Such losses,  costs or expenses shall include the amount determined in
          good  faith by the Bank as being any loss  including  loss of  margin,
          cost or expense incurred by reason of the liquidation or re-employment
          of deposits or other funds  acquired or contracted  for by the Bank to
          fund or maintain any such Advance or amount.

24.      AGENTS

24.1     Appointment

         The Facility  Agent and the  Security  Agent are hereby  appointed  and
         authorised  to act on behalf of each Bank with power to enter into each
         Transaction Document and to exercise such rights, remedies,  powers and
         discretions as are specifically delegated to them under the Transaction
         Documents together with such rights,  remedies,  powers and discretions
         as are  reasonably  incidental  thereto.  The  Agents  do not  have any
         duties,  obligations  or liabilities to the Banks or any of them beyond
         those expressly stated in this Agreement and the Transaction Documents.

24.2     Relationships

         (a)      Nothing  contained in this  Agreement,  and no action taken by
                  the Banks pursuant  hereto,  shall be deemed to constitute the
                  Banks a  partnership,  association,  joint  venture  or  other
                  entity.

                                                                             67.
<PAGE>


         (b)      In performing their respective  functions and duties under the
                  Transaction  Documents,  the Agents shall act solely on behalf
                  of the Banks and do not  assume and shall not be deemed in any
                  circumstances  whatsoever to have assumed any  responsibility,
                  liability or obligation, towards, or relationship of agency or
                  trust with, or for, the Obligors.

24.3     Communications

         Except  where  this  Agreement  otherwise   expressly   provides,   all
         communications  to be made  between an Obligor  and the Banks or any of
         them  concerning  the Facility shall be made by or through the Facility
         Agent.

24.4      Instructions of Majority

         Subject to clause  24.5,  the  Facility  Agent must act or refrain from
         acting in the  exercise of any right or power,  or as to any matter not
         expressly  provided  for by this  Agreement,  in  accordance  with  the
         instructions  of the Majority Banks and shall be fully  protected in so
         doing. Any such instructions  shall be binding on all the Banks. In the
         absence of any such instructions, the Facility Agent may act or refrain
         from acting as it sees fit,  provided that. 66. it has used  reasonable
         endeavours to obtain such instructions. In no event, however, shall the
         Facility  Agent be required  to take any action  which  exposes,  or is
         likely to expose, it to personal  liability unless it is indemnified to
         its reasonable satisfaction,  or which is contrary to this Agreement or
         any law, regulation or directive.

24.5     Amendments

         If authorised by the Majority Banks, the Facility Agent or (in the case
         of any  Security)  the  Security  Agent  may  (except  where  any other
         authority  is required  for the same by the express  provisions  of the
         Transaction Documents) grant waivers or consents or (with the agreement
         of the Borrower) vary the terms of the Transaction Documents.  Any such
         waiver, consent or variation so authorised and effected by the relevant
         Agent shall be binding on all the Banks and the relevant Agent shall be
         under no liability whatsoever in respect of any such waiver, consent or
         variation,  provided always that, except with the prior written consent
         of all the  Banks  and the  Borrower,  nothing  in  this  clause  shall
         authorise:

         (a)   the extension of any Availability Period; or

         (b)   any variation of the definition  "Majority  Banks" in clause 1.1;
               or

         (c)   any  extension  of the date for, or  alteration  in the amount or
               currency  of, or waiver of any  payment of  principal,  interest,
               Utilisation  Margin,  fee, commission or any other amount payable
               under any of the Transaction Documents; or

         (d)   any change to any Bank's Commitment; or

                                                                             68.
<PAGE>


         (e)   any variation of clauses 11.6, 12, 26 or this clause 24.5; or

         (f)   any variation of any provision wherein (before such variation) it
               is provided that certain things may not be done without or may be
               done with the consent or approval of all the Banks; or

          (g)  any  waiver  or  consent  in  relation  to, or  variation  of the
               material  provisions  of, any Security or clause 20 or 21 of this
               Agreement; or

         (h)   (save as  otherwise  expressly  provided  for  elsewhere  in this
               Agreement or the relevant  Security)  any release of the security
               provided by any of the Securities over any asset.

24.6     No need for inquiries

         No Obligor  shall be  concerned  to inquire as to whether any Agent has
         been given any instructions by the Majority Banks or as to the terms of
         any  instructions  so given and may rely on all notices  from any Agent
         without the need to make further enquiry.

24.7     Delegation

         Each Agent may from time to time delegate the performance of its duties
         and  obligations  as Agent.  The Banks and each Obligor  agree that any
         delegate of the duties and obligations of the Agent will be entitled to
         the benefit of the provisions of this clause 24 as if it were the Agent
         and,  without  limitation,  will not be  responsible  or liable for any
         damage,  cost,  loss or expense they or any of them may suffer or incur
         as a result of or in  connection  with an act or omission or negligence
         of the delegate  except to the extent arising as a direct result of the
         gross negligence or wilful misconduct of the delegate.

24.8     Agent not bound to Enquire

         The Agents are not obliged to ascertain or enquire:

         (a)   either  initially or on a continuing  basis,  as to the credit or
               financial  condition  or  affairs  of the  Obligors  or any other
               person; or

         (b)   as to the  performance or observance by the Obligors or any other
               person of any of the terms of any Transaction Document; or

         (c)   whether  any Event of Default or  Potential  Event of Default has
               occurred.

24.9     Default

         No Agent  shall be obliged to make any inquiry as to whether an Obligor
         is in breach of, or in default  under a  Transaction  Document or as to
         the existence of an Event of Default or Potential  Event of Default and
         shall not be deemed to have any  knowledge of the  occurrence of such a
         breach,  default, Event of Default or Potential Event of Default unless
         it has  received  express  written  notice  thereof  from a Bank  or an
         Obligor,  stating  that  such  notice  is a  "Notice  of  Default"  and
         describing the breach,  default, Event of Default or Potential Event of
         Default.  In the  event  that  an  Agent  receives  such a  notice,  or
         otherwise  acquires  actual  notice of an Event of Default or Potential
         Event of Default  it shall  promptly  notify the Banks.  Subject to its

                                                                             69.
<PAGE>

         being  indemnified  to its  satisfaction,  each  Agent  shall take such
         action  with  respect to an Event of Default as it shall be directed to
         take by the Majority Banks.  Until an Agent receives such directions it
         may (but shall not be obliged)  take or refrain from taking such action
         as it shall  in its  absolute  discretion  deem  advisable  in the best
         interests of the Banks.

24.10    Agents as Banks

         With  respect  to its own rights as a Bank (if any),  each Agent  shall
         have the same rights and powers under each Transaction  Document as any
         other Bank and may exercise  the same as though it were not  performing
         the  duties  and  functions  delegated  to it as an Agent  and the term
         "Banks"  shall  include  the Agents in their  individual  capacity as a
         Bank.

24.11    Agent's dealings

         The Agents may, without any liability to account to the Banks or any of
         them,  accept deposits from, lend money to and generally  engage in any
         kind of banking or financial,  trust or other business with any Obligor
         as if they were not Agents and may accept fees and other  consideration
         from any  Obligor  for  services  in  connection  with any  Transaction
         Document  or  otherwise  without  having to account for the same to the
         Banks.

24.12    Notices and reports

         Promptly after its receipt thereof,  the Facility Agent will provide to
         each  Bank a copy of each  report,  notice or other  document  required
         under this  document or a  Transaction  Document to be delivered to the
         Facility Agent by an Obligor.

24.13    Not responsible

         (a)   The Agents shall not be responsible to any Bank for failure of an
               Obligor to perform its obligations under a Transaction  Document,
               an Obligor's financial condition, the completeness or accuracy of
               any  statements,  representations  or warranties in a Transaction
               Document,  the Information  Memorandum or any document  delivered
               under or in  connection  with a Transaction  Document,  the valid
               execution,   effectiveness,   adequacy,  genuineness,   validity,
               enforceability  or  admissibility  in evidence  of a  Transaction
               Document  or any such other  document or the failure of any party
               to  perform  and  observe  its  obligations  under a  Transaction
               Document.

         (b)   Each Bank  acknowledges  that it has not relied on any statement,
               opinion,  forecast or other  representation  made by any Agent to
               induce it to enter into this Agreement or agree to participate in
               the  Facility  whether  made  in the  Information  Memorandum  or
               otherwise and that it has made and (without reliance on any Agent
               and based on such documents as it considers  appropriate) it will
               continue to make its own  appraisal of the affairs and  financial
               condition of each Obligor and its own  decisions as to whether or
               not to take action under a Transaction Document.

                                                                              70
<PAGE>


         (c)      The Agent will not be obliged  on a  continuing  basis or at a
                  particular  time to  provide  any Bank with any  financial  or
                  other  information  with  respect to an Obligor  other than as
                  provided in clause 24.12.

         (d)      Without  limitation  to clause  24.9,  the  Agent  will not be
                  obliged to keep  itself  informed  as to the  performance  and
                  observance by the Obligors of their respective obligations and
                  responsibilities  under  this  document  and  the  Transaction
                  Documents.

         (e)      The Agent  shall not be liable for any cost,  loss,  damage or
                  expense of whatsoever nature suffered or incurred by a Bank or
                  any other  person  except to the  extent  arising  as a direct
                  result of the gross  negligence  or wilful  misconduct  of the
                  Agent.

24.14    Indemnity

         Each Bank  shall  reimburse  each Agent  rateably  in  accordance  with
         Commitments  (to the extent that it is not  reimbursed by the Borrower)
         on demand,  for charges and expenses  incurred by it in connection with
         the negotiation,  preparation,  execution, stamping and registration of
         the  Transaction  Documents,  in  contemplation  of,  or  otherwise  in
         connection  with, the enforcement or preservation of any rights under a
         Transaction  Document or in  carrying  out its duties as an Agent under
         the  Transaction  Documents  including,  in each  case,  the  fees  and
         expenses  of legal and other  professional  advisers.  Each Bank  shall
         indemnify  each  Agent  rateably  in  accordance  with its  Commitments
         against all liability,  damage,  costs, claims and expenses suffered or
         incurred  or made  against an Agent in  connection  with a  Transaction
         Document,  the  performance  or purported  performance of its duties as
         Agent under a Transaction Document or any action taken or omitted to be
         taken by an Agent under (or purportedly  under) a Transaction  Document
         except to the extent, however, that such liability, damage, cost, claim
         or expense directly results from the Agent's gross negligence or wilful
         misconduct.

24.15    Observe laws

         Each  Agent may refrain from doing anything which would or might in its
         opinion   either  be  contrary  to any  relevant  law  of any  relevant
         jurisdiction   or any  official  directive  or  render it liable to any
         person and may do anything which in its opinion  is necessary to comply
         with any relevant law or official directive.

24.16    Replacement

         (a)      The Facility Agent (the "retiring Agent") may:

                  (i)      resign at any time by giving not less than 20 Banking
                           Days'  written  notice  thereof  to the Banks and the
                           Borrower; and
                  (ii)     be removed  from office upon not less than 20 Banking
                           Days' prior written  notice signed by or on behalf of
                           the Majority Banks.

                                                                             71.
<PAGE>


         (b)   Where the retiring Agent is also the Security Agent,  the removal
               referred to in paragraph  (a)(ii)  above  pursuant to this clause
               24.16 shall also effect the removal of the  Security  Agent.  The
               Borrower and the Banks acknowledge that the giving of a notice of
               removal of the retiring Agent pursuant to paragraph (a)(ii) above
               shall be deemed to be notice in writing to the  Borrower  and the
               Banks of the intention of the Security Agent to retire as trustee
               pursuant to clause 8.2 of the Debenture Stock Trust Deed.

         (c)   Upon receipt of a notice of resignation  from the retiring Agent,
               or the giving of a notice of removal of the retiring  Agent,  the
               Majority  Banks shall have the right,  in  consultation  with the
               Borrower, to appoint a successor Facility Agent. In the case only
               of resignation of the retiring  Agent,  if within 20 Banking Days
               after the giving of a notice of  resignation,  no successor Agent
               has been appointed,  the retiring Agent may, in consultation with
               the Borrower, appoint a successor Facility Agent which shall be a
               reputable and experienced financier having an office in Sydney.

         (d)   The  resignation  or  removal  of  the  retiring  Agent  and  the
               appointment  of the  successor  Facility  Agent shall both become
               effective upon the successor  Facility Agent  notifying the Banks
               and the  Borrower  of its  acceptance  of such  appointment,  and
               specifying  for the  purposes  of this  Agreement  an  office  in
               Sydney.  Upon giving such  notification,  the successor  Facility
               Agent  shall  succeed  to and be  vested  with  all  the  rights,
               obligations,  powers and duties and  privileges  of the  Facility
               Agent under the  Transaction  Documents  in place of the retiring
               Agent and the retiring Agent shall be discharged  from its duties
               and obligations under the Transaction Documents.

         (e)   The provisions of this clause 24 shall continue in effect for the
               benefit of a retiring  Agent in respect of any  actions  taken or
               omitted  to be taken  while the  retiring  Agent was acting as an
               Agent.

24.17    No authority

         Each Bank  acknowledges  and agrees that it does not have  authority on
         behalf of the other  Banks to waive any right or remedy of the Banks or
         the  Agents  or to modify  or vary,  or agree to  modify  or vary,  any
         provision of any Transaction Document.

24.18    Security Agent as Trustee

         (a)   The Security Agent in its capacity as trustee or otherwise  shall
               not be liable for any failure,  omission, or defect in perfecting
               the security constituted by the Securities.

         (b)   The Security  Agent in its  capacity as trustee or otherwise  may
               accept  without  enquiry such title as an Obligor may have to the
               property  over which  security  is  intended to be created by the
               Securities.

         (c)   Each  Bank  hereby  confirms  its  approval  of  the  Transaction
               Documents and any security  created  pursuant  thereto and hereby
               authorises, empowers and directs the Security Agent (by itself or
               by such  person(s) as it may nominate) to execute and enforce the
               same as  trustee or as  otherwise  provided  (and  whether or not
               expressly in the Banks' names) on its behalf.

                                                                             72.
<PAGE>


24.19    Permitted Lease Transaction

         The Banks  acknowledge  that they have  consented  in  principle to the
         implementation of Permitted Lease Transactions.  The Facility Agent and
         the Security  Agent are authorised as agent for the Banks to negotiate,
         agree and execute all documents  necessary to effect a Permitted  Lease
         Transaction  without further authority from the Banks provided that the
         Facility   Agent  and  the  Security   Agent  are  satisfied  that  the
         requirements  of a Permitted  Lease  Transaction set out in Schedule 12
         are satisfied.

25.      SET-OFF

         Each Obligor authorises each Bank at any time after an Event of Default
         has occurred and is continuing to apply without prior notice any credit
         balance  (whether  or not then due) to which the Obligor is at any time
         entitled  on any  account  at any  office  of the  Bank  in or  towards
         satisfaction  of any sum then due and unpaid  from that  Obligor to the
         Bank and the Obligors  each further  authorise  each Bank without prior
         notice  at any  time  after an Event of  Default  has  occurred  and is
         continuing  to set-off  any amount  owing  (whether  present or future,
         actual,  contingent or  prospective  and on any account  whatsoever) by
         that Obligor against any liability  (whether present,  future,  actual,
         contingent  or  prospective)  of the Obligor  hereunder or on any other
         account  whatsoever.  No Bank shall be obliged to  exercise  any of its
         rights  under this  clause,  which  shall be without  prejudice  and in
         addition  to any right of set-off,  combination  of  accounts,  lien or
         other right to which it is at any time otherwise  entitled  (whether by
         operation of law,  contract or  otherwise).  Each Bank shall notify the
         Facility Agent and the relevant Obligor  forthwith upon its exercise of
         a right of  set-off  involving  any  Obligor  giving  full  details  in
         relation thereto and the Facility Agent shall inform the other Banks.

26.      PRO RATA SHARING

         If at any  time  the  proportion  which a Bank  ("Overpaid  Bank")  has
         received or recovered by set-off or otherwise in respect of its portion
         of any sum due from an  Obligor  to the  Banks  under  the  Transaction
         Documents is greater (the amount of the excess being herein referred to
         as the  "excess  amount")  than  the  proportion  thereof  received  or
         recovered  by the Bank  receiving  or  recovering  the  smallest  or no
         proportion thereof, then:

         (a)      the Overpaid Bank shall promptly notify the Facility Agent;

         (b)      the  Overpaid  Bank  shall,  within  10  Banking  Days of such
                  notification, pay to the Facility Agent an amount equal to the
                  excess amount;

         (c)      the  Facility  Agent shall treat such  payment as if it were a
                  payment by the Obligor on account of the sum owed to the Banks
                  as aforesaid; and

         (d)       at the option of the Overpaid Bank:

                                                                             73.
<PAGE>

                  (i)      subject to clause 26(f), the liability of the Obligor
                           to the Overpaid  Bank shall be increased  (or treated
                           as not having been reduced); or

                  (ii)     the Obligor  shall fully  indemnify the Overpaid Bank
                           making such payment for the amount thereof;

         provided  that:

         (e)   if a Bank has  commenced an action or  proceeding in any court to
               recover  sums  owing  to  it  pursuant  to  this  Agreement  or a
               Transaction  Document and as a result  thereof,  or in connection
               therewith,  has received an excess amount,  the Bank shall not be
               required to share any  portion of such excess  amount with a Bank
               which was notified of such legal action or  proceeding  and which
               had the  legal  right  to,  but did  not,  join  such  action  or
               proceeding or commence and diligently prosecute a separate action
               or proceeding to enforce its rights in the same or another court;
               and

         (f)   if all or a portion of the  relevant  receipt or payment by or to
               an Overpaid  Bank is  thereafter  rescinded or must  otherwise be
               restored  to an Obligor,  the Banks  shall repay to the  Facility
               Agent for the account of the  Overpaid  Bank such amount as shall
               be  necessary  to ensure that  (subject to clause  26(e)) all the
               Banks  share  rateably  in the  amount of the  receipt or payment
               retained by the Overpaid Bank and the  provisions of clause 26(c)
               and (d) shall apply only to the retained amount.

27.       EXPENSES AND STAMP DUTIES

27.1      Expenses

          The  Borrower  on demand by the  Facility  Agent will pay to or at the
          direction of the Facility Agent all reasonable out of pocket  expenses
          including but not limited to legal fees, costs and disbursements (on a
          solicitor/own   client  basis)  assessed   without  the  necessity  of
          taxation,  incurred or payable by the  Facility  Agent or the Security
          Agent  (except that the Borrower  will only be liable to pay the legal
          fees and  disbursements of one firm acting for the Agent and Banks and
          is not liable to pay any legal fees,  costs and  expenses  incurred by
          any Banks instructing separate legal counsel) in connection with:

          (a)     the preparation  and negotiation of the Transaction  Documents
                  and the  Securities  and any  subsequent  consent,  agreement,
                  approval or waiver thereunder or amendment thereto;

          (b)     the execution of the Transaction  Documents and the Securities
                  and any  subsequent  consent,  agreement,  approval  or waiver
                  thereunder or amendment thereto;

          (c)     the enforcement,  attempted enforcement or the preservation of
                  any rights under the Transaction  Documents and the Securities
                  including,  without  limitation,  any expenses incurred in the
                  evaluation  of any matter of material  concern to the Facility
                  Agent or the Security Agent;

                                                                             74.
<PAGE>


         (d)      the  obtaining  of persons to  participate  in the Facility as
                  Banks    (including,    without    limitation,    advertising,
                  accommodation, travelling and out-of-pocket expenses); and

         (e)      the carrying out by the Agents (or any delegate of the Agents)
                  of any of their duties under the Transaction Documents.

27.2     Stamp duties

         (a)      (Payment of all duties): The Borrower must pay all stamp, loan
                  transaction,  registration and similar Taxes,  including fines
                  and  penalties,  financial  institutions  duty and  debits tax
                  which  may  be  payable  to or  required  to be  paid  by  any
                  appropriate   authority  or   determined   to  be  payable  in
                  connection  with  the  execution,   delivery,  performance  or
                  enforcement  of the  Transaction  Documents  or  any  payment,
                  receipt or other transaction contemplated by them.

         (b)      (Indemnity):  The Borrower will indemnify and keep indemnified
                  the  Agents  and  each  Bank  against  any  loss or  liability
                  incurred or suffered by it as a result of the delay or failure
                  by the Borrower to pay such Taxes.

28.      ASSIGNMENTS AND CONFIDENTIALITY

28.1     Successors and assigns

         This  Agreement  is binding on and enures to the  benefit of each party
         hereto and its respective successors and permitted assigns.

28.2     Assignments by the Borrower

         The  Borrower  cannot  assign any of its rights  under any  Transaction
         Document without the prior written consent of the Facility Agent acting
         with the approval of all the Banks.

28.3     Banks

         A Bank may assign all or any of its  rights or  transfer  all or any of
         its rights and obligations  under the Transaction  Documents to another
         bank or financial institution at any time if:

         (a)      it  has  first  consulted  with  the  Borrower  regarding  the
                  identity of the new Bank;

         (b)      any   necessary   prior   authorisation   from  any   relevant
                  governmental authority or department is obtained;

         (c)      in the case of an  assignment  of rights  only,  the  Facility
                  Agent has received  notice of the  assignment  under which the
                  assignee  irrevocably  authorises  the  assignor to act as the
                  assignee's agent with full power and authority to exercise the
                  rights  assigned and to receive (and give valid  receipts for)
                  all money payable under the  Transaction  Documents in respect
                  of those rights;

                                                                             75.
<PAGE>


         (d)      in the case of a  transfer  of rights  and  obligations,  such
                  transfer is  effected by a  substitution  in  accordance  with
                  clause 28.4;

         (e)      it receives  the prior  consent of the Facility  Agent,  which
                  consent will not be unreasonably withheld or delayed; and

         (f)      other  than  where the  relevant  Bank is an Agent or  Toronto
                  Dominion  Australia  Limited,  it pays to the Facility Agent a
                  transfer fee of A$2,000.

28.4     Substitution

         (a)      If a Bank  wishes to  transfer  all or any of its  rights  and
                  obligations  under  the  Transaction  Documents  to a bank  or
                  financial institution, it and the proposed transferee shall in
                  Canberra  or such other  location in  Australia  agreed by the
                  Borrower  or  outside  Australia  execute  and  deliver to the
                  Facility Agent 4 counterparts of the Substitution Certificate.

         (b)      On receipt of a  Substitution  Certificate  the Facility Agent
                  shall (if it is satisfied that the substitution  complies with
                  clause 28.3) promptly:

                  (i)      notify the Borrower and each other Bank;
                  (ii)     countersign  in  Canberra  or outside  Australia  the
                           counterparts  on behalf of all other  parties to this
                           Agreement;
                  (iii)    enter  the  transfer  in a register kept by it (which
                           shall be conclusive); and

                  (iv)     retain one  counterpart  and deliver one  counterpart
                           to each of the  relevant  transferor  and  transferee
                           and to the Borrower.

         (c)      On any such  certificate  being  countersigned by the Facility
                  Agent the transferor  shall be relieved of its  obligations to
                  the extent and from the date specified in such certificate and
                  the transferee shall be bound by the Transaction  Documents to
                  the extent and from the date stated in the certificate.

         (d)      Each other party to this Agreement irrevocably  authorises the
                  Facility Agent to sign each such certificate on its behalf and
                  acknowledges that:

                  (i)      upon such a certificate  being signed by the Facility
                           Agent it shall be  deemed  for all  purposes  to have
                           consented to the transfer of obligations provided for
                           in the certificate; and
                  (ii)     it will continue to be bound by the provisions of the
                           Transaction Documents accordingly.

         (e)      Unless the Facility Agent otherwise  agrees,  no transfer of a
                  Bank's  obligations  may be  effected  while  any  Utilisation
                  Notice is current.

                                                                             76.
<PAGE>

28.5     Increased Costs and Illegality

         If  any  change  in  lending  office  of  any  Bank  or  assignment  or
         substitution  of or with  respect  to all or any part of the  rights or
         obligations of a Bank under this  Agreement  pursuant to clause 28.3 or
         28.4 is made which results (or would but for this clause result) at the
         time thereof in amounts  becoming  payable  under clauses 12.2 or 14.l,
         then the assignee or transferee (or, in the case of a change in lending
         office, the Bank) shall be entitled to receive such amounts only to the
         extent that the assignor or transferor  would have been so entitled had
         there been no such  assignment,  transfer or change in lending  office.
         Nothing  in this  clause  will  affect  the  rights of an  assignee  or
         transferee  under clauses 12.2 or 14.1 in relation to amounts which may
         become  payable  after  the time of  assignment  or  transfer.  No such
         assignment  or transfer  shall be made if the  assignee  or  transferee
         would be entitled  immediately  afterwards  to give notice under clause
         13.

28.6     Sub-participation

         Any Bank shall be entitled  freely to enter into any  sub-participation
         or other  arrangement  with any third party relating to the Transaction
         Documents  which does not  transfer to that third party any  obligation
         and/or any legal or  equitable  interest  in any of the rights  arising
         under this Agreement.

28.7     Stock Certificates

         (a)      In  addition to  execution  and  delivery of the  Substitution
                  Certificate  pursuant to clauses  28.3 and 28.4,  the proposed
                  transferee  will  subscribe for Stock in  accordance  with the
                  terms of the Debenture Stock Trust Deed.

         (b)      The Borrower will issue and register the Stock  subscribed for
                  pursuant to clause 28.7(a) in accordance with the terms of the
                  Debenture Stock Trust Deed.

         (c)      Each Bank must  consent to the issue of the Stock  referred to
                  in clause  28.7(b),  as required by the Debenture  Stock Trust
                  Deed.

         (d)      If the transferor  Bank has  transferred all of its rights and
                  obligations under the Transaction Documents in accordance with
                  this clause,  it must agree to the  cancellation  of any Stock
                  held by it.  The  Borrower  must take all steps  necessary  to
                  cancel such Stock.

28.8     Related Entities

         (a)      Notwithstanding  clause 28.3(a) and (e), a Bank may assign all
                  or any of its rights or transfer  all or any of its rights and
                  obligations  under  the  Transaction  Documents  to a  related
                  entity of equal or better credit  standing to that of the Bank
                  provided that the Bank has given prior written  notice of such
                  transfer  to the  Borrower.  The  parties  agree  that such an
                  assignment or transfer will be at no cost to the Borrower.

                                                                             77.
<PAGE>

         (b)   Notwithstanding clause 28.9, a Bank shall be entitled to disclose
               any  confidential  information  or documents to a related  entity
               provided  that the Bank advises  such entity of the  confidential
               nature of the  information  or  documents or that nature is clear
               from the circumstances of the disclosure.

28.9     Confidentiality

         (a)   Subject  to  clause   28.9(b),   no  Bank  shall   disclose   any
               confidential or unpublished  information or documents supplied by
               an Obligor in connection with the Transaction Documents which are
               specifically indicated by the Obligor to be confidential.

          (b)  A Bank shall be entitled to disclose any confidential information
               or documents:

                  (i)      in any  proceeding  arising  out of or in  connection
                           with any Transaction Document to the extent that such
                           disclosure is deemed by the Bank necessary to protect
                           its interests;
                  (ii)     if  required  to do so under a  binding  order of any
                           governmental   or  semi-governmental   authority   or
                           department  or any  procedure  for  discovery  in any
                           proceedings;
                  (iii)    if   required   to  do  so  under   any  law  or  any
                           administrative  guideline,   directive,   request  or
                           policy whether or not having the force of law and, if
                           not having the force of law, the  observance of which
                           is in  accordance  with the  practice of  responsible
                           bankers or financial institutions;
                  (iv)     otherwise as required or permitted by any Transaction
                           Document;
                  (v)      to its legal advisers and its  consultants as long as
                           it  advises  them of the  confidential  nature of the
                           information or documents or that nature is clear from
                           the circumstances of the disclosure;
                  (vi)     to   a   proposed    assignee   or    transferee   or
                           sub-participant with the prior written consent of the
                           Borrower  which  consent  shall not  unreasonably  be
                           withheld  or delayed  and will be deemed to have been
                           given if not  refused  within  15  Banking  Days of a
                           request therefor;
                  (vii)    relating  to its  level of  exposure  to any  Obligor
                           under any Hedging  Agreement or on any other account,
                           to any Agent or any other Bank; or
                  (viii)   with the prior written consent of the Borrower.

         (c)   This clause 28.9 shall survive the termination of this Agreement.

28.10    Bond Issue or Refinancing

         The Banks  acknowledge that the Borrower may wish to restructure all or
         part of this  Facility as an issue of  debentures or other form of debt
         instrument to be offered to financial institutions.  The Banks agree to
         consider in good faith any  proposal to  refinance  all or part of this
         Facility by the issue of  debentures or other debt  instruments  and to
         enter into any necessary  documents to regulate the sharing of security
         and voting on terms reasonably acceptable to them.

                                                                             78.
                                                                         

<PAGE>

29.      GOVERNING LAW AND JURISDICTION

29.1     Governing law

         This Agreement is governed by and construed in accordance with the laws
         applying in New South Wales.

29.2     Jurisdiction

         (a)      (Acceptance of jurisdiction): Each of the Obligors irrevocably
                  submits to and accepts,  generally  and  unconditionally,  the
                  non-exclusive  jurisdiction of the courts and appellate courts
                  of New  South  Wales  with  respect  to any  legal  action  or
                  proceedings  which may be brought at any time  relating in any
                  way to any Transaction Document.

         (b)      (No  objection to  inconvenient  forum):  Each of the Obligors
                  irrevocably  waives any  objection it may now or in the future
                  have to the venue of any action or  proceedings  relating to a
                  Transaction  Document including any objection it may now or in
                  the future  have that any such action or  proceeding  has been
                  brought in an inconvenient forum.

30.      MISCELLANEOUS

30.1     Certificate of Agent

         A  certificate  in writing  signed by an officer of the Facility  Agent
         certifying  the amount  payable by an Obligor  hereunder or stating any
         other act,  matter or thing  relating  to any  Transaction  Document is
         prima  facie and  binding on each  Obligor in the  absence of  manifest
         error on the face of the certificate.

30.2     Notices

         Any notice or other  communication  which must be given, served or made
         under or in connection with any Transaction Document:

         (a)      must be in writing in order to be valid;

         (b)      is  sufficient  if  executed by the party  giving,  serving or
                  making  the same or on its behalf by any  attorney,  director,
                  secretary,  other duly authorised officer or solicitor of such
                  party;

         (c)      will be  deemed to have  been  duly  given,  served or made in
                  relation to a person if it is  delivered  or posted by prepaid
                  post to the  address,  or sent by  facsimile  to the number of
                  that person set out herein (or at such other address or number
                  as is notified in writing by that person to the other  parties
                  from time to time); and

         (d)      will be deemed to be given, served or made:

                  (i)      (in the case of prepaid  post) on the fifth day after
                           the date of posting;

                                                                             79.
<PAGE>


                  (ii)     (in  the  case  of   facsimile)   on   receipt  of  a
                           transmission  report confirming  successful transmis-
                           sion; and

                  (iii)    (in the case of delivery by hand) on delivery.

30.3     Continuing obligation

         Each  Transaction   Document   constitutes  a   continuing   obligation
         regardless of any settlement of  account,  intervening payment, express
         or  implied  revocation  or  any other  matter or thing,  until a final
         discharge thereof has been given to the Borrower and the Guarantors.

30.4     Settlement conditional

         Any  settlement  or  discharge  between the  Agents,  the Banks and the
         Borrower  and/or the  Guarantors  is  conditional  on any  security  or
         payment  given or made by the  Borrower,  any  Guarantor  or any  other
         person in  relation to the  Obligations  not being  avoided,  repaid or
         reduced by virtue of any  Insolvency  Provision.  If such  security  or
         payment is so avoided,  repaid or reduced, the Agents and the Banks are
         entitled  to recover  the value or amount of such  security  or payment
         avoided,  repaid  or  reduced  from  the  Borrower  and the  Guarantors
         subsequently as if such settlement or discharge had not occurred.

30.5     Indemnities

         Each  indemnity in this  Agreement is a  continuing  obligation  of the
         Borrower and each Guarantor (severally),  separate and independent from
         the other  obligations  of the Borrower and each Guarantor and survives
         termination  of this  Agreement.  It is not  necessary for any Agent or
         Bank to incur  expense  or make  payment  before  enforcing  a right of
         indemnity conferred by this Agreement.

30.6     Further assurance

         The Borrower and the  Guarantors on demand by the Facility Agent or the
         Security  Agent and at the entire cost and expense of the  Borrower and
         the  Guarantors  will  perform  all  such  acts  and  execute  all such
         agreements,  assurances  and other  documents  and  instruments  as the
         Facility Agent reasonably requires to perfect or improve the rights and
         powers afforded, created, or intended to be afforded or created, by any
         Transaction Document.

30.7     Attorney

         Each Obligor hereby irrevocably appoints:

         (a)      the Agents and each Bank, severally;

         (b)      each director and secretary and  authorised  officer from time
                  to time of each Agent and each Bank; and

                                                                             80.
<PAGE>


         (c)      any duly appointed agent of the Agents and each Bank,

          jointly and  severally  the attorney of the Obligor,  in the Obligor's
          name and on the Obligor's  behalf, at any time from time to time while
          an Event of Default  subsists and in such manner as the relevant Agent
          or the relevant  Bank, as the case may be, in its absolute  discretion
          shall think fit to:

         (d)      do all acts necessary or proper to further or fully assure any
                  Transaction Document or any Bill to the Bank; and

         (e)      do all acts  necessary  or proper to perfect  or  improve  the
                  rights and powers  afforded  or  created,  or  intended  to be
                  afforded or created, by any Transaction Document.

30.8     Severability of provisions

         Any provision of any  Transaction  Document  which is illegal,  void or
         unenforceable   will  be   ineffective  to  the  extent  only  of  such
         illegality,  voidness  or  unenforceability  without  invalidating  the
         remaining provisions hereof or thereof.

30.9     Remedies cumulative

         The rights and remedies  conferred  by this  Agreement on the Agents or
         the  Banks  are  cumulative  and in  addition  to all  other  rights or
         remedies  available  to the  Agents or the Banks by law or by virtue of
         any Transaction Document.

30.10    Waiver

         A failure to exercise or enforce or a delay in  exercising or enforcing
         or the partial exercise or enforcement of any right,  remedy,  power or
         privilege  arising under any Transaction  Document by the Agents or the
         Banks  will not in any way  preclude,  or  operate  as a waiver of, any
         further exercise or enforcement  thereof or the exercise or enforcement
         of any other right,  remedy,  power or privilege thereunder or provided
         by law.

30.11    Consents and approvals

         Where any act, matter or thing under any Transaction  Document  depends
         on the  consent  or  approval  of the  Agents  or  Banks,  then  unless
         expressly provided  otherwise therein,  that consent or approval may be
         given or withheld in the  absolute  and  unfettered  discretion  of the
         Agents or Banks (as the case requires) and may be given subject to such
         conditions as the Agents or Banks (as the case requires)  thinks fit in
         its absolute and unfettered discretion..

30.12    Written waiver, consent and approval

         Any waiver,  consent or approval  given by the Facility Agent under any
         Transaction Document will only be effective and only binds the Banks if
         it is given in writing,  and executed by the  Facility  Agent or on its
         behalf by an officer for the time being of the Facility Agent.

                                                                             81.
<PAGE>


30.13    Time of essence

         Time is of the essence in respect of each Obligor's  obligations  under
         the Transaction Documents.

30.14    Consultants fees

         Where the  Facility  Agent has to make any  determination  (whether  in
         respect of an Advance or otherwise),  it may employ such consultants or
         persons as it thinks fit to assist in making  such  determination.  The
         Borrower will reimburse the Facility Agent for all reasonable fees paid
         by the Facility  Agent to any such  consultants or persons upon receipt
         of a written demand therefor.

30.15    Moratorium legislation

         To the fullest extent  permitted by law, the provisions of all statutes
         whether existing now or in the future and whether operating directly or
         indirectly  to lessen or  otherwise  to vary or affect in favour of any
         Obligor any obligation under any Transaction  Document,  or to delay or
         otherwise prevent or prejudicially affect the exercise of any rights or
         remedies  conferred  on an  Agent  or any Bank  under  any  Transaction
         Document, are hereby expressly waived, negatived and excluded.

30.16    Binding on each signatory

         Each  Transaction  Document  is  binding  on  each  of the  signatories
         notwithstanding  that any one or more of the named parties  hereto does
         not execute it, that there is any  invalidity,  forgery or irregularity
         touching its execution or that it is or becomes unenforceable,  void or
         voidable against a named party.

30.17    Counterparts

         This  Agreement  may be  executed in a number of  counterparts,  all of
         which  taken  together  will be deemed to  constitute  one and the same
         document.

30.18    Proceeds Account

         The Security  Agent  agrees with each of the Obligors  that it will not
         exercise its rights  under  clause 5.2 of the  document  referred to in
         paragraph (a) of the definition of "Original  Securities" or clause 3.3
         of the documents referred to in paragraphs (b), (c), (d) and (e) of the
         definition  of "Original  Securities"  in such a way as to prevent that
         party from  making a payment  which is  otherwise  permitted  by clause
         17.5(b)(i) or clause 17.6.

31.      NO REPRESENTATION BY OR RELIANCE ON THE BANK OR AGENT

         Each party other than each Bank and each Agent acknowledges that:

         (a)   no Bank  and no Agent  has any duty to  supply  that  party  with
               information  in relation to or  affecting  the other or others of
               them  prior to the date  hereof or  during  the  currency  of any
               Transaction Document;

                                                                             82.
<PAGE>


         (b)      it has relied upon that party's own  inquiries as to the other
                  or  others  of them,  the  nature  and  extent  of the  entire
                  relationship  between  them and between them and each Bank and
                  the  Agents  whether  or  not  recorded  in  the   Transaction
                  Documents,  and  the  nature  and  effect  of the  Transaction
                  Documents; and

         (c)      it has not entered into any  Transaction  Document in reliance
                  on or as a result of any representation,  promise,  statement,
                  conduct  or  inducement  to that  party by or on behalf of any
                  Bank or any Agent or by or on behalf of any Obligor  otherwise
                  than as embodied in the  Transaction  Documents or as notified
                  in writing by that party to the Banks and the Agents  prior to
                  the date hereof.

32. REVIEW

         If the Majority Banks reasonably believe that the financial performance
         of the Group has departed from the annual budget which  comprises  part
         of the Long Range Plan in a material  respect and that such performance
         is likely to have a Material Adverse Effect,  the Facility Agent acting
         on the direction of the Majority  Banks may provide the Borrower with a
         notice of that fact and as soon as  practicable,  but no later  than 10
         Banking Days,  after the Borrower  receives a notice under this clause,
         the Borrower must enter into good faith  negotiations with the Facility
         Agent regarding  possible  changes to the business or operations of the
         Group or a restructuring or repricing of this Facility.



                                                                             83.
<PAGE>

                                   SCHEDULE 1
                               ORIGINAL GUARANTORS
<TABLE>
<CAPTION>
Name                                Jurisdiction of
                                    Incorporation in
                                    Australia                 ACN                       Address
<S>                                 <C>                       <C>                       <C>
CTV Pty Limited                     Queensland                064 416 128               Level 29, 259
                                                                                        George Street,
                                                                                        Sydney, NSW 2000

STV Pty Limited                     South Australia           065 312 450               Level 29, 259
                                                                                        George Street,
                                                                                        Sydney, NSW 2000

AUSTAR Services Pty
Ltd                                 South Australia           068 521 880               Level 29, 259
                                                                                        George Street,
                                                                                        Sydney, NSW 2000

Selectra Pty Ltd                    South Australia           065 367 526               Level 29, 259
                                                                                        George Street,
                                                                                        Sydney, NSW 2000

Vinatech Pty Ltd                    South Australia           065 366 314               Level 29, 259
                                                                                        George Street,
                                                                                        Sydney, NSW 2000

Jacolyn Pty Ltd                     South Australia           064 744 869               Level 29, 259
                                                                                        George Street,
                                                                                        Sydney, NSW 2000

Minorite Pty Ltd                    South Australia           068 943 484               Level 29, 259
                                                                                        George Street,
                                                                                        Sydney, NSW 2000

Kidillia Pty Ltd                    South Australia            068 943 608              Level 29, 259
                                                                                        George Street,
                                                                                        Sydney, NSW 2000

Dovevale Pty Ltd                    South Australia           068 943 591               Level 29, 259
                                                                                        George Street,
                                                                                        Sydney, NSW 2000

Windytide Pty Ltd                   South Australia           068 943 546               Level 29, 259
                                                                                        George Street,
                                                                                        Sydney, NSW

                                                                             84.
<PAGE>


Chippawa Pty Ltd                    South Australia           068 943 635               Level 29, 259
                                                                                        George Street,
                                                                                        Sydney, NSW 2000

Ilona Investments Pty
Ltd                                 South Australia           068 943 626               Level 29, 259
                                                                                        George Street,
                                                                                        Sydney, NSW 2000

Wollongong
Microwave Pty Limited               South Australia           065 146 321               Level 29, 259
                                                                                        George Street,
                                                                                        Sydney, NSW 2000.

</TABLE>
                                                                             85.

<PAGE>



                                   SCHEDULE 2
                                      BANKS
<TABLE>
<CAPTION>
                                            Tranche 1                  Tranche 2                 Total
Name & Address                              Commitment                 Commitment                Commitment
<S>                                         <C>                        <C>                       <C>
The Chase Manhattan Bank,                   $63,750,000                $63,750,000               $127,500,000
ARBN 074 112 011 of Level 35,
AAP Centre, 259 George Street,
Sydney, New South Wales

Toronto Dominion Australia                  $53,750,000                $53,750,000               $107,500,000
Limited, ACN 004 958 020
of Level 36, 385 Bourke Street,
Melbourne, Victoria
Fax: (03) 9670 3779

Paribas Group Australia Limited,            $17,500,000                $17,500,000               $35,000,000
ACN 002 174 843 of Level 11, 3
Spring Street, Sydney NSW
2000
Fax: (02) 9241 5363


ABN AMRO Australia Limited,                 $17,500,000                $17,500,000               $35,000,000
ACN 000 862 797, ABN AMRO
Bank NV, Australian Branch,
ARBN 079 478 612 jointly and
severally, of Level 23, 255
George Street, Sydney
Fax: (02) 9259 5444

Bankers Trust Australia Limited             $12,500,000                $12,500,000               $25,000,000
ACN 003 017 221
Level 15
The Chifley Tower
2 Chifley Square
Sydney NSW 2000
Fax: (02) 9259 9800

Citibank N.A. (Sydney Branch)               $17,500,000                $17,500,000               $35,000,000
ARBN 072 814 058
Citibank Centre
1 Margaret Street
Sydney NSW 2000

                                                                             86.
<PAGE>



Fax: (02) 9262 2520


Credit Suisse First Boston ARBN             $17,500,000                $17,500,000               $35,000,000
061 700 712
Level 27
101 Collins Street
Melbourne VIC 3000
Fax: (03) 9653 3444

------------------------------------------------------------------------------------------------------------
TOTAL                                       $200,000,000              $200,000,000              $400,000,000

</TABLE>

                                                                             87.
<PAGE>



                                   SCHEDULE 3
                                    LICENCES

1.   All MMDS licences issued under the  Radiocommunications Act (Cth) 1992 to a
     member of the Group; and

2.   All broadcast  licences  issued under the  Broadcasting  Services Act (Cth)
     1992 to a member of the Group.




                                                                             88.
<PAGE>



                                   SCHEDULE 4

DOCUMENTARY CONDITIONS PRECEDENT

1.       A certified copy of the constitution of each Obligor.

2.       A certified copy of a resolution or resolutions of the directors of the
         Borrower approving the Facility and authorising:

         (a)      the execution by the Borrower of this  Agreement and of any of
                  the Original Securities to be given by the Borrower; and

         (b)      a person or persons to sign Bills,  notices,  certificates  or
                  other  documents in connection  with the Facility on behalf of
                  the Borrower.

3.       A certified  copy of a resolution or  resolutions of the directors each
         Original  Guarantor  approving  the  giving  of the  guarantee  by that
         Guarantor in this Agreement and authorising:

         (a)      the  execution by the Original Guarantor of this Agreement and
                  of any of the Original Securities to be given by that Original
                  Guarantor; and

         (b)      a person or persons to sign Bills,  notices,  certificates  or
                  other  documents in connection  with the Facility on behalf of
                  the Guarantor.

4.       Evidence,  satisfactory  to the  Facility  Agent,  that the  powers  of
         attorney (if any) used to execute any of the  Transaction  Documents on
         behalf of any Obligor have been or will be registered.

5.       A certified copy of the signatures of all persons authorised to sign on
         behalf of the Borrower and the Original Guarantors.

6.       A copy of the  Certificate  of  Registration  issued by the  Australian
         Securities & Investments Commission in relation to each of the Original
         Securities.

7.       Replies to all  requisitions  of the Facility  Agent and its solicitors
         relating to the Facility and the Original Securities.

8.       A certified copy or originals of each of the Transaction  Documents and
         the Material  Contracts duly executed and stamped (if required)  (other
         than the Access Agreements). The parties acknowledge that the agreement
         referred to in  paragraph  3 of  Schedule  11 has not been  executed by
         Optus Vision Pty Limited or Optus Networks Pty Limited.

9.       A  certified  copy  of  (and  of all  applications  for)  any  and  all
         authorisations,  approvals, consents, licences, permits, exemptions and
         other requirements (whether  governmental  requirements  or  otherwise)
         required for each Obligor to carry on its  business  or to  enter  into
         or  perform  its  obligations  under  the  Transaction Documents.

10.      An opinion, addressed to the Facility Agent and the Banks, of the legal
         advisers  to the  Facility  Agent  and the  Banks  as to  such  matters
         relating  to the  Obligors  and/or  the  Transaction  Documents  as the
         Facility Agent may require.

                                                                             89.
<PAGE>


11.      An opinion,  addressed to the Facility  Agent on behalf of the Banks as
         to the  enforceability  of  the  Transaction  Documents  to  which  UIH
         Asia/Pacific  Communications  Inc., Austar, Inc. is a party against UIH
         Asia/Pacific Communications Inc..

12.      The Long Range Plan.

13.      Evidence,  satisfactory to the Agent, that each Bank has subscribed for
         and the  Borrower  has issued  each Bank with Stock (as  defined in the
         Debenture Stock Trust Deed).

14.      Evidence that all insurance policies are in existence as required under
         this Agreement and any of the Securities and where applicable, that the
         Security  Agent's  interest  has been noted  thereon  and if  requested
         certified copies of each such insurance policy.

15.      Acknowledgements that any notices of any increases in the limits of the
         Securities  listed  in  paragraphs  (a)  and (b) of the  definition  of
         Original Securities have been received.

16.      Duly  signed  registration  or filings  forms (if any)  required  to be
         completed in relation to the increases referred to in paragraph 15.

17.      A certificate  in respect of Part 2E of the  Corporations  Law from the
         Borrower and each other member of the Group for the purposes of Part 2E
         of the Corporations Law.

For the purposes of this Schedule, "certified" means a copy certified to be such
by a director, secretary or officer of the Borrower.

                                                                             90.
<PAGE>



                                   SCHEDULE 5

                           FORMS OF UTILISATION NOTICE

To: Chase Securities Australia Limited

From: AUSTAR Entertainment Pty. Limited              Date: [          ]

UTILISATION NOTICE (ADVANCE).

Facility Agreement dated [                   ]

Dear Sirs

We hereby give you notice pursuant to clause 4.1 of the above Facility Agreement
that we require an Advance  to be made to us under the  Facility  Agreement,  as
follows

(a) Utilisation Date: [            ]

(b) Amount: [             ]

(c) Interest Period: [          ]

(d) Tranche Designation: [          ]

Payment instructions with respect to the proceeds of the Advance are as follows:

[                  ]

Terms used in this Utilisation Notice and defined in the Facility Agreement have
the same meaning in this Utilisation Notice as in the Facility Agreement.

We confirm that the  requirements  of clause 3.4 of the Facility  Agreement have
been complied with.

We confirm that no Event of Default or  Potential  Event of Default has occurred
and is continuing or would result from the borrowing of the proposed Advance. We
also confirm that the representations, warranties and undertakings in clauses 16
(except for clauses 16.2(c),  (d), (e) and (f)) and 17 of the Facility Agreement
have been  complied  with and the  statements in those clauses are correct as at
the date of this Utilisation Notice.

Yours faithfully

[Authorised Signatory]


For and on behalf of AUSTAR Entertainment Pty. Limited



                                                                             91.
<PAGE>



                                   SCHEDULE 6

                               ACCESSION AGREEMENT

THIS ACCESSION  AGREEMENT is dated the [ ] day of , 19 and made BETWEEN [ ] (the
"Additional Guarantor"), AUSTAR Entertainment Pty. Limited (the "Borrower"), [ ]
(each an  "Existing  Guarantor"),  Chase  Securities  Australia  Limited  in its
capacity as Facility Agent under the Facility  Agreement  referred to in Recital
(A)  hereof and on behalf of the Banks  parties  to and  defined as such in such
Facility Agreement, and [ ] in its capacity as Security Agent.

WHEREAS:

(A)       By and upon and  subject  to the terms of a  facility  agreement  (the
          "Facility   Agreement",   which  term  includes  any  supplements  and
          amendments  thereto which may at any time be made in relation  thereto
          and also any Substitution Certificates and Accession Agreements) dated
          [ ] made between the Borrower and Guarantors as therein  defined,  the
          several banks parties thereto as Banks and Chase Securities  Australia
          Limited as Facility Agent and Chase  Securities  Australia  Limited as
          Security Agent, a revolving  working capital  facility,  an amortising
          cash advance  facility and an amortising  term loan facility were made
          available to the Borrower (as defined in the Facility Agreement).

(B)       Each of the entities expressed to be party hereto, whether directly or
          through  signature hereof by the Facility Agent or the Borrower on its
          behalf, is a party to the Facility  Agreement either by having been an
          original  party  thereto or pursuant to an  Accession  Agreement  or a
          Substitution Certificate to which it is party or otherwise.

(C)       The  Additional  Guarantor  wishes  to  become  party to the  Facility
          Agreement  as a Guarantor  pursuant to the  procedure  established  in
          clause 21 of the Facility Agreement by the execution of this Accession
          Agreement.

(D)       It is the intention of the parties that this Accession Agreement shall
          take effect as a deed.

NOW IT IS HEREBY AGREED as follows:

1.       Definitions

         Terms  used  herein  which  are  defined  in or to which a  meaning  or
         construction is assigned by or in the Facility Agreement shall,  unless
         otherwise defined herein, have the same meaning and construction herein
         as therein.

2.        Agreements, Confirmations and Representations

         (a)      The Additional Guarantor hereby:
                  (i)      confirms  that it has received a copy of the Facility
                           Agreement  together  with such  other  documents  and
                           information as it has required in connection herewith
                           and therewith;

                                                                             92.
<PAGE>


                  (ii)     agrees to become,  with  effect from the date of this
                           Accession  Agreement,  a Guarantor under the Facility
                           Agreement,  agrees to be bound in that  capacity with
                           effect  from such  date by the terms of the  Facility
                           Agreement and undertakes  accordingly to perform its.
                           90. obligations as a Guarantor thereunder;

                  (iii)    confirms  the  accuracy  of the  information  set out
                           under   its  name  at  the  end  of  this   Accession
                           Agreement;

                  (iv)     represents  and  warrants  as an Obligor to the Banks
                           and the Agents in the terms of clause 16 (other  than
                           paragraphs 16.2(c), (d), (e) and (f)) of the Facility
                           Agreement by reference to the facts and circumstances
                           existing at the date hereof; and

                  (v)      confirms  that it has not  relied on the Banks or the
                           Agents to  assess  or  inform it as to the  legality,
                           validity,  effect or  enforceability  of the Facility
                           Agreement or any other  document  referred to therein
                           or  the   accuracy  or   completeness   of  any  such
                           information  as is referred to in paragraph (i) above
                           or the creditworthiness, affairs, condition or status
                           of any of the parties to the Facility  Agreement,  or
                           any such other document.

         (b)      The Borrower,  the Existing  Guarantor(s),  the Agents and the
                  Banks hereby agree amongst  themselves and with the Additional
                  Guarantor that the Additional  Guarantor shall become party to
                  the  Facility  Agreement  with  effect  from  the date of this
                  Accession Agreement.

3.       Law

         This  Accession  Agreement  shall  be  governed  by  and  construed  in
         accordance with the laws applying in New South Wales.

IN WITNESS WHEREOF the parties hereto have caused this Accession Agreement to be
duly executed on the date first written above.

SIGNATURES

Additional Guarantor:

[                 ]

Borrower:

AUSTAR ENTERTAINMENT PTY. LIMITED

for itself and as agent for and on behalf of the Existing Guarantors

By:

Agent:

CHASE SECURITIES  AUSTRALIA LIMITED for itself and as Facility Agent and for and
on behalf of the Security Agent and the Banks.

By:



                                                                             93.
<PAGE>


                                   SCHEDULE 7

                            SUBSTITUTION CERTIFICATE

Substitution Certificate made the                 day of

BY                                                    ("Existing Bank");

AND                                                   ("New Bank");

AND               Chase Securities Australia Limited for itself and as agent for
                  each party under the Facility Agreement ("Facility Agent").

WHEREAS

A.       The  Existing  Bank and the New  Bank  presently  have the  Commitments
         specified in Schedule 1 of this Certificate.

B.       The New  Bank  wishes  to  assume  [some/all]  of the  Existing  Bank's
         Commitments under the Facility Agreement.

C.       After the  Substitution  Date the  Existing  Bank and the New Bank will
         have the Commitments specified in the Schedule.

1.       DEFINITIONS AND INTERPRETATION

1.1       Definitions

         In this Certificate:

         "Borrower" means AUSTAR Entertainment Pty. Limited, ACN 068 104 530.

         "Debenture  Stock Trust Deed" means the deed so entitled  dated 2 April
         1997  entered  into by (amongst  others) the  Borrower and the Facility
         Agent.

         "Facility  Agreement"  means the agreement  dated [ ] between  (amongst
         others)  the  Borrower  and the  Facility  Agent  together  with and as
         supplemented by all Accession Agreements and Substitution Certificates.

         "Stock" means  debenture  stock issued  pursuant to the Debenture Stock
         Trust Deed.

         "Substituted  Commitments"  means the Commitments  specified as such in
         Schedule 1 of this Certificate.

         "Substituted  Obligations"  means the  obligations  nd responsibilities
         identical to the obligations and responsibilities under the Transaction
         Documents  of  the  Existing  Bank  in  relation  to  the   Substituted
         Commitments.

         "Substituted  Portion"  means the  amount of each  outstanding  Advance
         specified as such in Schedule 2 of this Certificate.

                                                                             94.
<PAGE>

         "Substituted Rights" means rights, remedies and powers identical to the
         rights,  remedies  and powers  under the  Transaction  Documents of the
         Existing  Bank  in  relation  to the  Substituted  Commitments  and the
         Substituted Portion.

         "Substitution  Date"  means  the  later  of  the  date  on  which  this
         Certificate  is executed on behalf of the Facility  Agent or such later
         date as the parties hereto may agree in writing.

         "Trust" means the AUSTAR Security Trust constituted by the Debenture
         Stock Trust Deed.

1.2       Interpretation

         (a)      A reference in this Certificate to "identical" obligations and
                  responsibilities or rights, remedies and powers is a reference
                  to the character of those  obligations  and  responsibilities,
                  rights, remedies and powers rather than to the identity of the
                  person obliged to perform them or entitled to them.

         (b)      Terms  defined  or given a  special  meaning  in the  Facility
                  Agreement have the same meaning in this Certificate.

1.3      Transaction Documents

         This Certificate is a Transaction Document.

2.       REPRESENTATION

         The Existing  Bank  represents  and warrants to the New Bank that as at
         the date of this  Certificate the Existing  Bank's present  Commitments
         under  the  Facility  Agreement  are as  shown  in  Schedule  1 and the
         Existing Bank's  participation  in outstanding  Advances is as shown in
         Schedule 2 of this Certificate.

3.       SUBSTITUTED OBLIGATIONS

3.1      Release from Future Obligations

         The Existing Bank is released  from the  Substituted  Obligations  with
         effect on and from the  Substitution  Date.  The  Existing  Bank shall,
         however, remain bound by its obligations and responsibilities under the
         Transaction  Documents which accrue prior to the Substitution Date save
         as provided in clause 5 below.

3.2      Assumption of Obligations

         The New Bank  undertakes  to the  Existing  Bank and the Agent  that it
         shall assume the Substituted  Obligations on and from the  Substitution
         Date.

4.       SUBSTITUTED RIGHTS

         The  Existing  Bank  shall no longer be  entitled  to the  Substituted
         Rights  or  the  Substituted  Portion  and the New  Bank  shall  become
         entitled  to the Substituted Rights and the Substituted  Portion,  with
         effect on and from the Substitution Date.

                                                                             95.
<PAGE>


5.       EFFECT ON TRANSACTION DOCUMENTS

         The Existing  Bank, the New Bank and the Facility Agent agree that with
         effect on and from the Substitution Date:

         (a)      the New Bank and each party to each Transaction  Document will
                  assume  obligations and  responsibilities  towards each other,
                  and have  rights,  remedies  and  powers in  relation  to each
                  other,  determined  on the  basis  that  the  obligations  and
                  responsibilities   of  the  New  Bank   are  the   Substituted
                  Obligations  and the  rights,  remedies  and powers of the New
                  Bank are the Substituted Rights;

         (b)      the Existing  Bank will be released from its  obligations  and
                  responsibilities  under  each  of  the  Transaction  Documents
                  accruing on and after the  Substitution  Date to the extent of
                  the  Substituted  Obligations and it will cease to be entitled
                  to  exercise   any  rights,   remedies  or  powers  under  the
                  Transaction  Documents  arising  on or after the  Substitution
                  Date in respect of the Substituted Rights; and

         (c)      the New  Bank  will be  deemed  a  party  to each  Transaction
                  Document to which the Existing  Bank is a party as a Bank with
                  Commitments equal to the Substituted Commitments.

6.       NO EFFECT ON ACCRUED RIGHTS AND OBLIGATIONS

         Save as expressly provided herein this Certificate shall not affect the
         Existing Bank's rights,  remedies and powers  arising,  and obligations
         and responsibilities accrued, prior to the Substitution Date.

7.       LIQUEFYING BILLS

         Nothing contained in this Certificate  releases,  relieves or otherwise
         affects the obligations and responsibilities  and the rights,  remedies
         and powers, of the Existing Bank in respect of Bills drawn under clause
         9 of  the  Facility  Agreement.  The  New  Bank  will  not  assume  any
         obligations  or  responsibilities,  or acquire any rights,  remedies or
         powers, in respect of such Bills.

8.       PAYMENTS

8.1      Consideration

         The  Existing  Bank and the New Bank  shall  agree  separately  between
         themselves  the  amounts  (if any)  payable  from  one to the  other in
         relation  to the  substitution  in respect  of  principal  and  accrued
         interest and fees.

8.2      Facility Agent

         On and from the  Substitution  Date the  Facility  Agent  will make all
         payments  received  by it in  respect of the  Substituted  Commitments,
         Substituted Obligations,  Substituted Rights and Substituted Portion to
         the New Bank.

                                                                             96.
<PAGE>


9.       INDEPENDENT ASSESSMENT

         Without limiting clause 6 of this Certificate, the New Bank agrees that
         the provisions of clause 24.13 of the Facility Agreement binds it as if
         the reference therein to this "document"  included this Certificate and
         (subject to any agreement to the contrary between the Existing Bank and
         New Bank) the  reference  therein to the "Agent"  included the Existing
         Bank.

10.      ACKNOWLEDGEMENTS

         The New Bank  acknowledges  that it has received a complete and current
         copy of each  Transaction  Document  together with such other documents
         and information as it has required in connection therewith.

11.      GOVERNING LAW

         This Certificate is governed by the laws applying in New South Wales.

12.      DEBENTURE STOCK

The New Bank  acknowledges that it will not be a beneficiary of the Trust unless
Stock has been issued to it pursuant to the Debenture  Stock Trust Deed. The New
Bank will be  responsible  for applying for Stock and the Existing Bank will not
be liable for any failure of the New Bank tobtain the benefit of the Securities.

                                 Schedule 1: Commitments
<TABLE>
<CAPTION>
                                   Tranche 1                  Tranche 2                 Total
                                   Commitment                 Commitment                Commitment
---------------------------------------------------------------------------------------------------------
<S>                                <C>                        <C>                       <C>
Existing Bank's
present Commitments                $[               ]         $[               ]        $[               ]


New Bank's present
Commitments                        $[               ]         $[               ]        $[               ]

Substituted
Commitments                        $[               ]         $[               ]        $[               ]

Existing Bank's
Commitments after
substitution                       $[               ]         $[               ]        $[               ]

New Bank's
Commitments after
substitution                       $[               ]         $[               ]        $[               ]

</TABLE>
                                                                             97.
<PAGE>

                                         Schedule 2: Advances
<TABLE>
<CAPTION>
                               Total Outstanding       Existing Bank's           Substituted
                                                       Participation             Portion
<S>                            <C>                   <C>                       <C>
Tranche 1
Advances                       $[              ]     $[               ]        $[               ]

Tranche 2
Advances                       $[             ]      $[               ]        $[               ]
</TABLE>

SIGNED as an agreement.

[To be signed by Existing Bank, New Bank and Facility Agent]


                                                                             98.
<PAGE>



                                   SCHEDULE 8

                                 NOTICE FROM UIH

                   [LETTERHEAD OF UIH AUSTRALIA/PACIFIC, INC.]

[Date]

The Chase Manhattan Bank
AAP Centre
259 George Street
SYDNEY NSW 2000

Attention Mr Jason Lee

Dear Sir

AUSTAR ENTERTAINMENT PTY LIMITED

We refer to:

(a)      the Indenture  dated  14 May 1996  between  UIH Australia/Pacific, Inc.
        ("UAP") and American Bank National Association (the "Indenture"); and

(b)      the terms and  conditions of the  syndicated  senior term debt facility
         arranged by The Chase Manhattan Bank ("Chase") for AUSTAR Entertainment
         Pty Limited ("AUSTAR") dated [          ] (the "Senior Debt Terms").

Having  reviewed the Senior Debt Terms and consulted with our lawyers we confirm
that the provision of a financing for AUSTAR in accordance  with the Senior Debt
Terms will not cause a breach of the Indenture. We confirm that UAP has obtained
the necessary  waivers,  consents or amendments  from UAP senior note holders to
permit the dividend restriction referred to in clause 17.6(a) of the Senior Debt
Terms.

We  acknowledge  that Chase  will rely on this  letter in  providing  finance to
AUSTAR and confirm  that this letter may also be  disclosed  to and relied on by
prospective  syndicate  banks which  participate  in the proposed  financing for
AUSTAR.

Signed on behalf of UAP by [               ] with the authority of the directors
of UAP.

                                                                             99.
<PAGE>



                                   SCHEDULE 9

                             COMPLIANCE CERTIFICATE

TO:      Chase Securities Australia Limited (in its capacity as Facility Agent)
         ACN 002 888 011
         AAP Centre
         259 George Street
         SYDNEY NSW 2000

FROM:    AUSTAR Entertainment Pty. Limited
         ACN 068 104 530
         Level 13
         309 Kent Street
         SYDNEY NSW 2000

COMPLIANCE CERTIFICATE

Reference is made to the  A$400,000,000  Syndicated Senior Secured Debt Facility
Agreement dated [ ] between (amongst others) AUSTAR  Entertainment  Pty. Limited
("Company") and Chase Securities  Australia  Limited in its capacity as Facility
Agent and Security Agent ("Facility Agreement") and all Accession Agreements and
Substitution Certificates entered into in respect of the Facility Agreement.

Words  defined  in  the  Facility  Agreement  have  the  same  meaning  in  this
Certificate.

This Certificate is given by the Company on behalf of all Obligors.

1. RATIOS

1.1      Senior Debt/EBITDA*

         The ratio of  Senior Debt to  EBITDA for the Group for the period from
         [           ]  to  [                 ] was [               ].

1.2 Total Debt/EBITDA*

         The ratio of Total  Debt to  EBITDA for the  Group for the  period from
         [           ] to   [                ] was [                ].

1.3      EBITDA/Interest Expense*

         The ratio of EBITDA for the Group to  Interest  Expense  for the period
         from [           ] to [                ] was [             ].

                                                                            100.

<PAGE>

1.4      Total Subscribers*

         The Total Subscribers as at [            ] was [              ].

1.5      Total Debt/Total Subscribers*

         The  ratio of Total  Debt to Total  Subscribers  for the  Group for the
         period from [           ] to [           ] was [           ].

1.6      Equity Contribution*

         The  amount  of the  Equity  Contribution  is [ ] which  is [ ]% of the
         aggregate  of the  amount of  Tranche 2  Advances  outstanding  and the
         amount requested in the most recent Tranche 2 Utilisation Notice.

2        CONDITIONS PRECEDENT

         The conditions precedent listed in clauses 3.4 and 3.5* of the Facility
         Agreement have been met.

 3.      REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

         The representations, warranties and undertakings  in clauses 16 (except
         for  clauses  16.2(c),  (d),  (e)  and  (f))  and  17 of  the  Facility
         Agreement  have been complied with and the statements  in those clauses
         are  correct  as at the date  of this  Certificate  [except  as set out
         below:]*.

We, [ ], being  [directors  of the  Company]  certify  that the contents of this
Certificate are true and correct as at the date of this Certificate.


----------------------------------          ------------------------------------
[Name of Director]                          [Name of Director]

Date:
     -----------------------------

* delete if inapplicable.


                                                                            101.
<PAGE>



                                   SCHEDULE 10

                         FORM OF STAMP DUTY CERTIFICATE

To:       Chase Securities Australia Limited

Re:      Syndicated  Senior  Secured  Debt  Facility  Agreement  dated  [ ] made
         between  (amongst  others)  AUSTAR   Entertainment   Pty  Limited  (the
         "Borrower") and Chase Securities  Australia Limited,  as Facility Agent
         and Security Agent.

The Security Property is certified to be valued and apportioned as set out below
at [insert date].
<TABLE>
<CAPTION>
                  Fixed     Cash     Debtors     Property     Total     Percentage     Percentage
                  Assets                                                of overall     of
                                                                        assets         Australian
                                                                                       Assets
<S>               <C>       <C>      <C>         <C>           <C>      <C>            <C>
--------------------------------------------------------------------------------------------------
N.S.W.
--------------------------------------------------------------------------------------------------
Victoria
--------------------------------------------------------------------------------------------------
W.A.
--------------------------------------------------------------------------------------------------
S.A.
--------------------------------------------------------------------------------------------------
Queensland
--------------------------------------------------------------------------------------------------
Tasmania
--------------------------------------------------------------------------------------------------
A.C.T.
--------------------------------------------------------------------------------------------------
N.T.
--------------------------------------------------------------------------------------------------
Overseas
--------------------------------------------------------------------------------------------------
Total                                                                      100%          100%
--------------------------------------------------------------------------------------------------
</TABLE>

There has been an  [increase/decrease]  in the [value  of/proportion  of] assets
located in [specify State or overseas].

For and on behalf of the Borrower


----------------------------------
Authorised Officer

                                                                            102.
<PAGE>



                                   SCHEDULE 11

                               MATERIAL CONTRACTS

1.        The agreement  entitled "Short Form  Agreement"  dated 5 December 1997
          between Austar  Entertainment Pty Limited, ACN 068 105 530 ("Austar"),
          Optus Vision Pty Limited,  ACN 066 518 821 ("Optus  Vision") and Optus
          Networks Pty Limited,  ACN 008 570 330 ("Optus  Networks") (the "Short
          Form Agreement");

2.        The  agreement  amending  the Short Form  Agreement  dated 19 May 1998
          between  Austar,  Optus Vision,  Optus  Networks and UIH  Asia/Pacific
          Communications Inc. ("UAP");

3.        The undated  agreement  entitled  "Term Sheet"  between  Optus Vision,
          Optus Networks, Austar and UAP;

4.        The  agreement  entitled  "Foxtel/Austar  Term Sheet" dated 2 May 1998
          between Foxtel  Management Pty Limited,  ACN 068 671 938 (as agent for
          the  partnership  between Sky Cable Pty Limited,  ACN 069 799 640, and
          Telstra Media Pty Limited,  ACN 069 279 021)  ("Foxtel") and Austar as
          amended by an agreement dated 4 March 1999;

5.        The PMP Movie  Distribution  Agreement dated 2 May 1998 between Austar
          and Foxtel;

6.        The TV1  Distribution  Agreement  dated 2 May 1998 between  Austar and
          Foxtel;

7.        The letter  agreement  dated 13 May 1998  between  Austar and  Premier
          Sports Australia Pty Limited on behalf of Sports Investments Australia
          Pty Limited  (formerly  called Liberty Sports  Australia Pty Limited),
          ACN 065 445 418 ("SIA") and Australis Sports Pty Limited;

8.       The letter agreements dated 13 May 1998 between Austar and Foxtel;

9.       The agreement  entitled "Fox Sports Supply to Austar - Agreement" dated
         3 September 1998 between SIA, Austar, CTV Pty Limited,  ACN 064 416 128
         and STV Pty Limited, ACN 063 312 450;

10.       The agreement  entitled  "Australian  Pay  Television  Rights - SIA to
          Austar" dated 3 September between Austar and SIA; and

11.       The Access Agreements (when entered into).

                                                                            103.
<PAGE>



                                   SCHEDULE 12

                           PERMITTED LEASE TRANSACTION

A Permitted Lease  Transaction will be a sale and leaseback  transaction  having
the following characteristics:

1.       The  transaction  will involve the sale at lower of cost and book value
         of  customer  premises  equipment  and other  microwave  and  satellite
         reception  equipment  (the  "Equipment")  by members of the Group to an
         unrelated company (the "Vendor").

2.       The Vendor  will be a special  purpose  Australian  company  which will
         covenant to have no other assets and carry on no other  business  other
         than the transaction.

3.       Members  of the Group may  advance  funds to the Vendor to enable it to
         purchase  the  Equipment  provided  the  amount of such loan  shall not
         exceed the purchase price of the Equipment.

4.       The Vendor will grant a first ranking fixed and floating  charge to the
         Security Agent over all of its assets including the Equipment to secure
         the Obligations on terms acceptable to the Security Agent.

5.       The  Vendor  will  enter  into a  conditional  sale  agreement  or hire
         purchase  agreement in relation to the  Equipment  with another  entity
         (the "Lessor").

6.       The Vendor may grant subsequent ranking security over the Equipment.

7.       The Lessor will lease the  Equipment to an Obligor for a term  expiring
         at least one year  after the final  Repayment  Date and on terms  which
         give the Obligor  effective  control over the Equipment during the term
         of the lease.

8.       If under any  conditional  sale  agreement or hire  purchase  agreement
         title to the  Equipment  is  transferred  from the Vendor to the Lessor
         prior to the security granted by the Vendor to the Security Agent being
         discharged,  the  Equipment  may  only  be  transferred  to the  Lessor
         expressly subject to the security in favour of the Security Agent.

9.       An Obligor may grant an  Encumbrance in favour of the Lessor or another
         person over a deposit  account  established  with moneys received by an
         Obligor as a result of the  implementation of the transaction and those
         moneys.  The Security Agent will hold second ranking  security over the
         deposit account and the relevant moneys.

10.      The net scheduled cash payment  obligations  under the lease during the
         period from lease  commencement until the final Repayment Date must not
         exceed the cash amounts received by members of the Group as part of the
         transaction and must be fully defeased by a security deposit or similar
         instrument created from the cash proceeds of the lease transaction.

                                                                            104.
<PAGE>

11.      A priority  agreement  must be entered into between the Security  Agent
         and the Lessor and any other party having  security  over the Equipment
         in relation to:

         (a)      the  Equipment, giving  first  priority to the Security Agent;
                  and

         (b)      in relation to the cash deposit,  giving first priority to the
                  Lessor and second priority to the Security Agent. The terms of
                  the Priority Agreement must be in a form reasonably acceptable
                  to the Facility Agent.

12.      The  Borrower  must   demonstrate   to  the  Facility  Agent  that  the
         consequences  of the  insolvency  of the Vendor or the Lessor  will not
         adversely impact the rights of members of the Group or the Banks.

13.      The  Borrower  must  agree to  indemnify  the  Facility  Agent  and the
         Security  Agent for all stamp duty  liability  in relation to the lease
         transaction and associated security documents.



                                                                            105.
<PAGE>



SIGNED as an agreement.

SIGNED for and on behalf of AUSTAR          )
ENTERTAINMENT PTY LIMITED,                  )
ACN 068 104 530 by Robert Birrell           )    /S/ Robert Birrell
in the presence of:                         )    -------------------------------
                                                 (Signature)
/S/ Christopher Robertson                                             
--------------------------------------
(Signature of Witness)

CHRISTOPHER ROBERTSON
--------------------------------------
(Name of Witness in Full)


SIGNED for and on behalf of CTV PTY         )
LIMITED, ACN 064 416 128                    )
by Robert Birrell                           )    /S/ Robert Birrell
in the presence of:                         )    -------------------------------
                                                 (Signature)
/S/ Christopher Robertson
--------------------------------------
(Signature of Witness)

CHRISTOPHER ROBERTSON
--------------------------------------
Name of Witness in Full)


SIGNED for and on behalf of STV PTY         )
LIMITED, ACN 065 312 450 by Robert Birrell  )    /S/ Robert Birrell
in the presence of:                         )    -------------------------------
                                                 (Signature)
/S/ Christopher Robertson
--------------------------------------
(Signature of Witness)

CHRISTOPHER ROBERTSON
--------------------------------------
(Name of Witness in Full)

                                                                            106.
<PAGE>


SIGNED for and on behalf of AUSTAR          )
SERVICES PTY LTD, ACN 068 521 880           )
by Robert Birrell                           )    /S/ Robert Birrell
in the presence of:                         )    -------------------------------
                                                 (Signature)
/S/ Christopher Robertson       
--------------------------------------
(Signature of Witness)

CHRISTOPHER ROBERTSON
--------------------------------------
(Name of Witness in Full)


SIGNED for and on behalf of SELECTRA        )
PTY LTD, ACN 065 367 526 by Robert Birrell  )    /S/ Robert Birrell
in the presence of:                         )    -------------------------------
                                                 (Signature)
/S/ Christopher Robertson       
--------------------------------------
(Signature of Witness)

CHRISTOPHER ROBERTSON
--------------------------------------
(Name of Witness in Full)


SIGNED for and on behalf of VINATECH        )
PTY LTD, ACN 065 366 314 by Robert Birrell  )    /S/ Robert Birrell
in the presence of:                         )    -------------------------------
                                                 (Signature)
/S/ Christopher Robertson       
--------------------------------------
(Signature of Witness)

CHRISTOPHER ROBERTSON
--------------------------------------
(Name of Witness in Full)


                                                                            107.
<PAGE>


SIGNED for and on behalf of JACOLYN         )
PTY LTD, ACN 064 744 869 by Robert Birrell  )    /S/ Robert Birrell
in the presence of:                         )    -------------------------------
                                                 (Signature)
/S/ Christopher Robertson       
--------------------------------------
(Signature of Witness)

CHRISTOPHER ROBERTSON
--------------------------------------
(Name of Witness in Full)


SIGNED for and on behalf of MINORITE        )
PTY LTD, ACN 068 943 484 by Robert Birrell  )    /S/ Robert Birrell
in the presence of:                         )    -------------------------------
                                                 (Signature)
/S/ Christopher Robertson       
--------------------------------------
(Signature of Witness)

CHRISTOPHER ROBERTSON
--------------------------------------
(Name of Witness in Full)


SIGNED for and on behalf of                 )
KIDILLIA PTY LTD, ACN 068 943 608           )
by Robert Birrell                           )    /S/ Robert Birrell
in the presence of:                         )    -------------------------------
                                                 (Signature)
/S/ Christopher Robertson       
--------------------------------------
(Signature of Witness)

CHRISTOPHER ROBERTSON
--------------------------------------
(Name of Witness in Full)


                                                                            108.
<PAGE>

SIGNED for and on behalf of                 )
DOVEVALE PTY LTD, ACN 068 943               )
591 by Robert Birrell                       )    /S/ Robert Birrell
in the presence of:                         )    -------------------------------
                                                 (Signature)
/S/ Christopher Robertson       
--------------------------------------
(Signature of Witness)

CHRISTOPHER ROBERTSON
--------------------------------------
(Name of Witness in Full)


SIGNED for and on behalf of                 )
WINDYTIDE PTY LTD, ACN 068 943              )
546 by Robert Birrell                       )    /S/ Robert Birrell
in the presence of:                         )    -------------------------------
                                                 (Signature)
/S/ Christopher Robertson       
--------------------------------------
(Signature of Witness)

CHRISTOPHER ROBERTSON
--------------------------------------
(Name of Witness in Full)


SIGNED for and on behalf of CHIPPAWA        )
PTY LTD, ACN 068 943 635 by Robert Birrell  )    /S/ Robert Birrell
in the presence of:                         )    -------------------------------
                                                 (Signature)
/S/ Christopher Robertson       
--------------------------------------
(Signature of Witness)

CHRISTOPHER ROBERTSON
--------------------------------------
(Name of Witness in Full)


                                                                            109.
<PAGE>

SIGNED for and on behalf of                 )
ILONA INVESTMENTS PTY LTD,                  )
ACN 068 943 626 by Robert Birrell           )    /S/ Robert Birrell
in the presence of:                         )    -------------------------------
                                                 (Signature)
/S/ Christopher Robertson      
--------------------------------------
(Signature of Witness)

CHRISTOPHER ROBERTSON
--------------------------------------
(Name of Witness in Full)


SIGNED for and on behalf of                 )
WOLLONGONG MICROWAVE PTY                    )
LIMITED, ACN                                )    /S/ Robert Birrell
by Robert Birrell                           )    -------------------------------
                                                 (Signature)in the presence of:
/S/ Christopher Robertson      
--------------------------------------
(Signature of Witness)

CHRISTOPHER ROBERTSON
--------------------------------------
(Name of Witness in Full)


SIGNED for and on behalf of CHASE           )
SECURITIES AUSTRALIA LIMITED,               )
ACN 002 888 011 (in its capacity as Facility)
Agent and Security Agent), by Jason Lee     )    /S/ Jason Lee
in the presence of:                         )    -------------------------------

/S/ Patrick St. John                             (Signature)
--------------------------------------
(Signature of Witness)

PATRICK ST. JOHN
--------------------------------------
(Name of Witness in Full)


                                                                            110.
<PAGE>



SIGNED for and on behalf of THE             )
CHASE MANHATTAN BANK,                       )
ARBN 074 112 011, by                        )    /S/ Jason Lee
in the presence of: Jason Lee               )    -------------------------------
                                                 (Signature)
/S/ Patrick St. John      
--------------------------------------
(Signature of Witness)

PATRICK ST. JOHN
--------------------------------------
(Name of Witness in Full)


SIGNED for and on behalf of TORONTO         )
DOMINION AUSTRALIA LIMITED,                 )
ACN 004 858 020 by in                       )    /S/ Patrick St. John
the presence of: Patrick St. John           )    -------------------------------
                                                 (Signature)
/S/ Loisse Burnett
--------------------------------------
(Signature of Witness)

/S/ LOISSE BURNETT
--------------------------------------
(Name of Witness in Full)


SIGNED for and on behalf of PARIBAS         )
GROUP AUSTRALIA LIMITED, ACN                )
002 174 843 by Leo Leslie                   )    /S/ Leo Leslie
in the presence of:                         )    -------------------------------
                                                 (Signature)
/S/ Mark Rigotti
--------------------------------------
(Signature of Witness)

MARK RIGOTTI
--------------------------------------
(Name of Witness in Full)


                                                                            111.
<PAGE>

SIGNED for and on behalf of ABN AMRO        )
AUSTRALIA LIMITED, ACN 000 862              )
797 by Peter Block                          )    /S/ Peter Block
in the presence of:                         )    -------------------------------
                                                 (Signature)
/S/ Jeannine Clark
--------------------------------------
(Signature of Witness)

JEANNINE CLARK
--------------------------------------
(Name of Witness in Full)


SIGNED for and on behalf of ABN AMRO        )
BANK N.V., AUSTRALIAN BRANCH,               )
ARBN 079 478 612 by Peter Block             )    /S/ Peter Block
in the presence of:                         )    -------------------------------
                                                 (Signature)
/S/ Jeannine Clark
--------------------------------------
(Signature of Witness)

JEANNINE CLARK
--------------------------------------
(Name of Witness in Full)


SIGNED for and on behalf of BANKERS         )
TRUST AUSTRALIA LIMITED, ACN                )
003 017 221 by Melvin Woods                 )    /S/ Melvin Woods
in the presence of:                         )    -------------------------------
                                                 (Signature)
Susing
--------------------------------------
(Signature of Witness)

--------------------------------------
(Name of Witness in Full)



                                                                            112.
<PAGE>

SIGNED for and on behalf of CITIBANK        )
N.A. (SYDNEY BRANCH), ARBN 072              )    /S/ Fiona Knox & John
814 058 by Fiona Knox & John Wakefield      )        Wakefield
in the presence of:                         )    -------------------------------
                                                 (Signature)
/S/ Loisse Burnett
--------------------------------------
(Signature of Witness)

LOISSE BURNETT
--------------------------------------
(Name of Witness in Full)


SIGNED for and on behalf of CREDIT          )
SUISSE FIRST BOSTON, ARBN 061               )    /S/ Chris Collings & Gerrard
700 712 by Chris Collings & Gerrard         )        Fitzgibbon
Fitzgibbon in the presence of:              )    -------------------------------
                                                 (Signature)

/S/ Loisse Burnett
--------------------------------------
(Signature of Witness)

LOISSE BURNETT
--------------------------------------
(Name of Witness in Full)

The undersigned LC Banks  acknowledge  that they have reviewed and approved this
document:

SIGNED for and on behalf of THE            )
CANADIAN IMPERIAL BANK OF                  )
COMMERCE, SINGAPORE BRANCH                 )
by                                         )     -------------------------------
                                                 (Signature)in the presence of:
--------------------------------------
(Signature of Witness)

--------------------------------------
(Name of Witness in Full)



                                                                            113.
<PAGE>

SIGNED for and on behalf of                )
BANKGESELLSCHAFT BERLIN AG,                )
LONDON BRANCH                              )
by Patrick St. John                        )     /S/ Patrick St. John
in the presence of:                        )     -------------------------------
                                                 (Signature)
/S/ Loisse Burnett
--------------------------------------
(Signature of Witness)

LOISSE BURNETT
--------------------------------------
(Name of Witness in Full)

                                                                            114.
<PAGE>


                                  ANNEXURE A.











                    AUSTAR GROUP DEED OF CONSENT AND RELEASE




                        AUSTAR ENTERTAINMENT PTY LIMITED
                                 ACN 068 104 530

                      EACH PARTY REFERRED TO IN SCHEDULE 1

                                       and

                       CHASE SECURITIES AUSTRALIA LIMITED
                                 ACN 002 888 011


                                    FREEHILL
                                  -----------
                                  HOLLINGDALE
                                  -----------
                                     & PAGE





          MLC Centre Martin Place Sydney New South Wales 2000 Australia
                 Telephone (02) 9225 5000 Int + (61 2) 9225 5000
                     Facsimile (02) 9322 4000 DX 361 Sydney
                               Reference: CJR:36E

    SYDNEY MELBOURNE PERTH CANBERRA BRISBANE SINGAPORE HANOI HO CHI MINH CITY
                         CORRESPONDENT OFFICE IN JAKARTA

      Liability is limited by the Solicitors Scheme under the Professional
                            Standards Act 1994 (NSW)




<PAGE>

--------------------------------------------------------------------------------
TABLE OF CONTENTS

Clause                                                                      Page

1 DEFINITIONS AND INTERPRETATION                                             1

         1.1 Definitions                                                     1
         1.2 Interpretation                                                  3

2 CONDITIONS PRECEDENT                                                       3


3 CONSENT OF FACILITY AGENT                                                  4

         3.1 Transfer of Licences                                            4
         3.2 Release of Charges                                              4
         3.3 Release under Transaction Documents                             4
         3.4 Winding Up                                                      5
         3.5 Transfer of Shares and Debentures                               5

4 COSTS                                                                      6


5 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS                               6

         5.1 Representations and warranties                                  6
         5.2 Confirmation and repeat of representation and warranties        6

6 GENERAL CONFIRMATIONS AND RATIFICATIONS                                    6

         6.1 The Borrower                                                    6
         6.2 The Group Companies                                             6
         6.3 Consent by the Group Companies                                  7

7 PRESERVATION OF OTHER RIGHTS AND SECURITIES                                7


8 MISCELLANEOUS                                                              7

         8.1 Governing law                                                   7
         8.2 Counterparts                                                    7

SCHEDULE 1 - GROUP COMPANIES                                                 8


<PAGE>

--------------------------------------------------------------------------------
THIS AUSTAR GROUP DEED OF CONSENT AND RELEASE

                  is made as a deed on            between the following parties:

    1.    AUSTAR ENTERTAINMENT PTY LIMITED
          ACN 068 104 530
          of Level 29, 259 George Street, Sydney, New South Wales
          (BORROWER)

    2.    EACH PARTY REFERRED TO IN SCHEDULE 1
          (GROUP COMPANIES)

    3.    CHASE SECURITIES AUSTRALIA LIMITED
          ACN 002 888 011
          of Level 35, AAP Centre, 259 George Street, Sydney, New South Wales
          (FACILITY AGENT)

RECITALS

    A.    Under the  Facility  Agreement,  the  Banks  have made
          available to the Borrower  various  facilities  on the
          terms set out in the Facility Agreement.

    B.    Under the Facility Agreement, the Group Companies have
          guaranteed  to the Banks the whole of the  Obligations
          of the Borrower to the Banks.

    C.    Under  the  Securities,  the  Borrower  and the  Group
          Companies  have mortgaged the Group Shares and charged
          all other  Charged  Property (as that term is defined,
          respectively,  in each Deed of Charge) to the Facility
          Agent.

    D.    The Borrower and the Group Companies propose to restructure the Group.

    E.    The Borrower and the Group Companies have requested the Facility Agent
          to give certain  consents and release certain  charges,  mortgages and
          guarantees  to enable the first stage of the proposed  restructure  of
          the Group to proceed and the Facility Agent has agreed to this request
          on the terms contained in this deed.

THIS DEED WITNESSES

    that  in consideration of, among other things, the mutual promises contained
    in this deed, the parties agree:

--------------------------------------------------------------------------------
1   DEFINITIONS AND INTERPRETATION

    1.1   DEFINITIONS

          (a)  In this deed and in the Recitals:

               ACCESSION  AGREEMENT  means  the  Accession  Agreement  dated  31
               December  1998 between each New Group  Company,  the Borrower and
               the Facility Agent.

               CHARGED  PROPERTY  means in  relation to  Dovevale  Pty  Limited,
               Minorite Pty Limited or a New Group  Company,  and a Charge,  all
               property  charged or mortgaged by Dovevale Pty Limited,  Minorite

                                                                          page 1

<PAGE>

               Pty  Limited or by the New Group  Company (as the case may be) to
               the Facility Agent under the Charge;

               CHARGES  means the  fixed  and  floating  charges  and  mortgages
               granted in favour of the Facility Agent under the Securities;

               FACILITY  AGREEMENT  means the  A$400,000,000  Syndicated  Senior
               Secured  Debt  Facility  Agreement  dated on or about the date of
               this deed between the Borrower, the Group Companies, the Facility
               Agent and others as varied, supplemented and novated from time to
               time;

               GUARANTEE means, in relation to a New Group Company, Dovevale Pty
               Limited and Minorite Pty Limited,  the guarantee given by the New
               Group Company, Dovevale Pty Limited or Minorite Pty Limited under
               clause 20 of the Facility Agreement;

               NEW GROUP  COMPANY  means each of Ilona  Investments  Pty Limited
               (ACN 068 943 626),  Chippawa  Pty  Limited  (ACN 068 943 635) and
               Wollongong Microwave Pty Limited (ACN 065 146 321);

               NEW LICENCES  means MDS licences  owned by a New Group Company on
               the Transfer Date;

               REPLACEMENT SECURITY has the meaning given in clause 3.5(a);

               RESTRUCTURE  DATE  means,  in  relation  to any  Specified  Group
               Securities,  the  date  of  transfer  of  those  Specified  Group
               Securities consented to by the Facility Agent under clause 3.5 on
               the conditions set out in clause 2;

               SECURED MONEY has the meaning given to that term in the Debenture
               Stock Trust Deed;

               SPECIFIED COMPANIES means each of Selectra Pty Limited,  Vinatech
               Pty Limited, STV Pty Limited and CTV Pty Limited;

               SPECIFIED GROUP SECURITIES means:

               (a)  in relation to CTV Pty Limited,  all of the issued shares or
                    debentures in CTV Pty Limited held on the  Restructure  Date
                    by UIH Austar, Inc or Salstel Media Holdings Pty Limited;

               (b)  in relation to STV Pty Limited,  all of the issued shares or
                    debentures in STV Pty Limited held on the  Restructure  Date
                    by Salstel Media Investments Pty Limited;

               (c)  in  relation  to  Vinatech  Pty  Limited,  all of the issued
                    shares in Vinatech Pty Limited held on the Restructure  Date
                    by CTV Pty Limited or Salstel  Media  Holdings  Pty Limited;
                    and

               (d)  in  relation  to  Selectra  Pty  Limited,  all of the issued
                    shares in Selectra Pty Limited held on the Restructure  Date
                    by STV Pty Limited or Salstel Media Investments Pty Limited;

               TRANSFER  DATE means the date of the transfer of the New Licences
               by the New Group  Companies  consented to by the  Facility  Agent
               under  clause  3.1(a) on the  condition  set out in clause 2, and
               which date will not be before 9 July 1999.

                                                                          page 2

<PAGE>

         (b)   Subject to clause 1.1(a), unless the context indicates a contrary
               intention, all terms defined in the Facility Agreement shall have
               the same meaning in this deed.

    1.2   INTERPRETATION

          The  provisions  of  clause  1.2 of the  Facility  Agreement  shall be
          incorporated  into  this  document  as if set out  herein,  with  each
          reference in it to "this Agreement" being read as a reference to "this
          deed".

--------------------------------------------------------------------------------
2   CONDITIONS PRECEDENT

         (a)   The consents,  releases and discharges contained in this deed are
               subject  to the  conditions  precedent  that the  Facility  Agent
               receives all of the following in form and substance  satisfactory
               to the Facility Agent and to its legal advisers:

               (1)  this  document  duly executed by the Borrower and each Group
                    Company;

               (2)  a certified  copy of a resolution  of the Board of Directors
                    of each of the Borrower and each Group  Company  authorising
                    the execution of this document;

               (3)  certified  copies  of  any  agreements  or  other  documents
                    effecting  the transfer of the New  Licences  referred to in
                    clause 3.1(a); and

               (4)  a certified copy of the resolution of the Board of Directors
                    of each New Group  Company  and each  transferee  of the New
                    Licences   authorising   the   execution  of   documentation
                    necessary  to effect the  transfer  of the New  Licences  in
                    accordance with clause 3.1(b).

         (b)   The consents releases and discharges referred to in clause 3.5(a)
               and 3.5(b) are  subject to the  following  additional  conditions
               precedent  being  satisfied to the  satisfaction  of the Facility
               Agent  and  its  legal  advisers  on  or  before  the  applicable
               Restructure Date:

               (1)  the Facility Agent must have received evidence  satisfactory
                    to it that the Specified Group  Securities to be transferred
                    on  the   Restructure   Date  will  be  transferred  on  the
                    Restructure Date; and

               (2)  certified  copies  of  any  agreements  or  other  documents
                    effecting  the transfer of the  Specified  Group  Securities
                    referred to in clause 3.5;

               (3)  the  Replacement  Security,  if any, duly executed in a form
                    satisfactory to the Facility Agent; and

               (4)  a certified copy of the resolution of the Board of Directors
                    of each  transferor  and each  transferee  of the  Specified
                    Group  Securities  referred to in clause 3.5 authorising the
                    execution of documentation  necessary to effect the transfer
                    of Specified Group  Securities in accordance with clause 3.5
                    and authorising the execution of any Replacement Security.

                                                                          page 3
<PAGE>
--------------------------------------------------------------------------------
3   CONSENT OF FACILITY AGENT


    3.1   TRANSFER OF LICENCES

          The Facility Agent consents to:

          (a)  the transfer of the New  Licences by each New Group  Company to a
               member  of  the  Group  which,  as at  the  Transfer  Date,  is a
               Guarantor and which has granted a Security; and

          (b)  each New Group Company doing any act,  matter or thing  necessary
               or  desirable  in order to effect the  transfers  referred  to in
               clauses 3.1(a).

    3.2   RELEASE OF CHARGES

          The Facility Agent:

          (a)  agrees to  unconditionally  and  absolutely  release  the Charged
               Property  charged  and  mortgaged  by  Minorite  Pty  Limited and
               Dovevale  Pty Limited  from each Charge  granted by Minorite  Pty
               Limited and  Dovevale Pty Limited to enable the  distribution  of
               any MDS  licences  and any other  property  held by Minorite  Pty
               Limited or  Dovevale  Pty  Limited to CTV Pty  Limited or STV Pty
               Limited on the  winding up of Minorite  Pty Limited and  Dovevale
               Pty Limited;

          (b)  agrees  that  with  effect  on and  from  the  Transfer  Date  it
               irrevocably,  unconditionally and absolutely releases the Charged
               Property  charged  by each New Group  Company  from  each  Charge
               granted by each New Group Company and that each Charge granted by
               each New Group Company on the Transfer Date will be discharged on
               the Transfer Date;

          (c)  undertakes,  at the cost of the Borrower,  to sign such documents
               and do such acts, matters or things as may be reasonably required
               by  the  Borrower  to  notify  the   Australian   Securities  and
               Investments Commission of the releases and discharges referred to
               in clause 3.3(a) and 3.3(b).

    3.3  RELEASE UNDER TRANSACTION DOCUMENTS

         (a)   Upon the releases  under clause 3.2(a)  becoming  effective,  the
               Facility  Agent  irrevocably,   unconditionally   and  absolutely
               releases  Minorite  Pty Limited and Dovevale Pty Limited from all
               past,  present and future  obligations and  liabilities  (actual,
               contingent  or  otherwise)  under and in respect of the  Facility
               Agreement and the Securities,  including without limitation under
               and in respect of each Guarantee  granted by each of Minorite Pty
               Limited and Dovevale Pty Limited.

         (b)   With effect on and from the Transfer  Date,  the  Facility  Agent
               irrevocably,  unconditionally  and  absolutely  releases each New
               Group Company from all past,  present and future  obligations and
               liabilities  (actual,  contingent  or  otherwise)  under  and  in
               respect of the Facility  Agreement and the Securities,  including
               without limitation under and in respect of each Guarantee granted
               by each New Group Company.

                                                                          page 4

<PAGE>


    3.4  WINDING UP

         (a)   The  Facility  Agent  consents to the winding up of Dovevale  Pty
               Limited and Minorite Pty Limited.

         (b)   The Facility  Agent  consents to the winding up of each New Group
               Company,  provided  that any  winding  up of a New Group  Company
               takes place after the Transfer Date.

    3.5  TRANSFER OF SHARES AND DEBENTURES

         (a)   The  Facility  Agent  consents to the  transfer of any  Specified
               Group   Securities  by  the  holder  of  those   Specified  Group
               Securities  to an entity  ("Transferee")  which has, on or before
               the Restructure Date, provided security ("Replacement  Security")
               over the Specified Group Securities to the Facility Agent in form
               and substance acceptable to the Facility Agent.

         (b)   The  Facility  Agent  agrees  that,  subject  to clause 2, on the
               Restructure Date in relation to any Specified Group Securities it
               will:

               (1)  irrevocably,  unconditionally  and  absolutely  release  the
                    Specified Group  Securities from the Securities  (other than
                    the  Replacement  Security)  and will  execute such deeds of
                    release as are  reasonably  required to effect such  release
                    and will deliver to the Borrower all  certificates  of title
                    in respect of the Specified  Group  Securities held by it to
                    enable the  transfer  and the  granting  of the  Replacement
                    Security to take place; and

               (2)  at the cost of the Borrower, sign such documents and do such
                    acts, matters or things as may be reasonably required by the
                    Borrower to notify the Australian Securities and Investments
                    Commission of the releases referred to in clause 3.5(b)(1).

         (c)   A Transferee must be at least one of the following:

               (1)  a company incorporated or taken to be incorporated under the
                    Corporations Law; or

               (2)  a member of the Group; or

               (3)  a Related Body Corporate of United  International  Holdings,
                    Inc; or

               (4)  an entity approved by the Facility Agent.

         (d)   The Borrower and each Group Company to which any Specified  Group
               Securities  are  transferred  in  accordance  with clause  3.5(a)
               hereby  acknowledge  that,  upon the relevant  transfer  becoming
               effective,  the Specified Group  Securities  transferred to it in
               accordance  with  clause  3.5(a)  will be subject to the  Charges
               granted by it.

         (e)   This clause 3.5 may be relied on by a holder of  Specified  Group
               Securities  which is not a party  to this  deed  and  shall  take
               effect as a deed poll made by the Facility Agent in favour of any
               such holder.

                                                                          page 5
<PAGE>

--------------------------------------------------------------------------------
4         COSTS

          The Borrower  shall on demand by the  Facility  Agent pay or reimburse
          the  Facility  Agent for all stamp duty paid or payable in relation to
          this  deed  and for all  costs,  expenses  (including  legal  costs as
          between solicitor and client) and other costs incurred by the Facility
          Agent in settling,  executing  and stamping this deed and enforcing or
          attempting to enforce this deed.

--------------------------------------------------------------------------------
5         REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS


    5.1   REPRESENTATIONS AND WARRANTIES

          The  Borrower  and each  Group  Company  each  hereby  represents  and
          warrants to the Facility Agent that:

          (a)  all  information  provided by it or on its behalf to the Facility
               Agent in or in  connection  with this  deed is true and  accurate
               (taken as a whole) and is not  incomplete  or  misleading  in any
               material respect by omitting to state any material fact; and

          (b)  no Event of Default or  Potential  Event of Default has  occurred
               under the Facility  Agreement  other than those  disclosed to the
               Facility Agent in writing prior to the date of this document.

    5.2   CONFIRMATION AND REPEAT OF REPRESENTATION AND WARRANTIES

          Each of the  Borrower  and each  Group  Company  hereby  confirms  and
          repeats each of the  representations  and warranties made by it in the
          Facility Agreement including but without being limited to clause 16 of
          the Facility  Agreement (but excluding  clauses 16.2(c),  (d), (e) and
          (f)) and with reference to the facts and  circumstances  subsisting as
          at the date of this deed.

--------------------------------------------------------------------------------
6         GENERAL CONFIRMATIONS AND RATIFICATIONS


    6.1   THE BORROWER

          The Borrower hereby unconditionally and irrevocably:

          (a)  ratifies  and  confirms  to the  Facility  Agent  its  continuing
               obligations  under the Facility  Agreement and the  Securities to
               which it is a party; and

          (b)  acknowledges  and agrees that except as provided in this deed the
               provisions of the Facility  Agreement and the Securities to which
               it is a party shall in all respects apply.

    6.2   THE GROUP COMPANIES

          Each Group Company hereby unconditionally and irrevocably acknowledges
          and agrees that the Facility Agreement and the guarantee and indemnity
          contained  therein apply mutatis  mutandis to all  obligations  of the
          Borrower  to  the  Facility  Agent  which  arise  as a  result  of the

                                                                          page 6
<PAGE>


          maintenance  of the Facility to the  Borrower and hereby  ratifies and
          confirms  to  the  Facility  Agent  its  continuing  liability  to the
          Facility  Agent  and  the  Security  Agent  pursuant  to the  Facility
          Agreement and the  Securities to which it is a party,  subject to this
          deed in the case of the New Group Companies,  Dovevale Pty Limited and
          Minorite Pty Limited.

6.3       CONSENT BY THE GROUP COMPANIES

          Each of the Borrower and each Group  Company  hereby  irrevocably  and
          unconditionally consents to the provisions of this document and to the
          releases and discharges contemplated and effected by it.

--------------------------------------------------------------------------------
7         PRESERVATION OF OTHER RIGHTS AND SECURITIES

          Except as specifically  provided in this deed, the discharges effected
          by this deed will not prejudice:

          (a)  any other rights powers and  privileges of the Facility Agent (or
               any Bank) or the  personal  obligations  of the  Group  Companies
               under the  Securities as regards the  outstanding  balance of the
               Secured Moneys or the Obligations; or

          (b)  any Securities other than the Securities granted by the New Group
               Companies, Dovevale Pty Limited and Minorite Pty Limited.

--------------------------------------------------------------------------------
8         MISCELLANEOUS

    8.1   GOVERNING LAW

          This document is construed in accordance with the laws of the State of
          New  South  Wales  and  each  of the  parties  hereto  submits  to the
          non-exclusive  jurisdiction of the courts and appellate courts of such
          State.

    8.2   COUNTERPARTS

          This  document may be executed in any number of  counterparts,  all of
          which is taken  together will be deemed to constitute one and the same
          document.



                                                                          page 7
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--------------------------------------------------------------------------------------------------------

SCHEDULE 1 - GROUP COMPANIES

          NAME                     JURISDICTION OF             ACN                 ADDRESS
                                   INCORPORATION IN
                                      AUSTRALIA
<S>                                <C>                      <C>              <C>
CTV Pty Limited                    Queensland               064 416 128      Level 29, 259 George Street
                                                                             Sydney, NSW 2000

STV Pty Limited                    South Australia          065 312 450      Level 29, 259 George Street
                                                                             Sydney, NSW 2000

AUSTAR Services Pty Ltd            South Australia          068 521 880      Level 29, 259 George Street
                                                                             Sydney, NSW 2000

Selectra Pty Ltd                   South Australia          065 367 526      Level 29, 259 George Street
                                                                             Sydney, NSW 2000

Vinatech Pty Ltd                   South Australia          065 366 314      Level 29, 259 George Street
                                                                             Sydney, NSW 2000

Jacolyn Pty Ltd                    South Australia          064 744 869      Level 29, 259 George Street
                                                                             Sydney, NSW 2000

Minorite Pty Ltd                   South Australia          068 943 484      Level 29, 259 George Street
                                                                             Sydney, NSW 2000

Kidillia Pty Ltd                   South Australia          068 943 608      Level 29, 259 George Street
                                                                             Sydney, NSW 2000

Dovevale Pty Ltd                   South Australia          068 943 591      Level 29, 259 George Street
                                                                             Sydney, NSW 2000

Windytide Pty Ltd                  South Australia          068 943 546      Level 29, 259 George Street
                                                                             Sydney, NSW 2000

Chippawa Pty Ltd                   South Australia          068 943 635      Level 29, 259 George Street
                                                                             Sydney, NSW 2000

Ilona Investments Pty Ltd          South Australia          068 943 626      Level 29, 259 George Street
                                                                             Sydney, NSW 2000

Wollongong Microwave Pty Ltd       South Australia          065 146 321      Level 29, 259 George Street
                                                                             Sydney, NSW 2000


--------------------------------------------------------------------------------------------------------
                                                                                                  page 8
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<PAGE>
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<CAPTION>

EXECUTED AS A DEED:
<S>                                                              <C>  
AUSTAR ENTERTAINMENT PTY LIMITED
ACN 068 104 530
by its attorney in the
presence of:

/s/ Christopher Robertson                                        /s/ Robert Birrell
------------------------------------------------                 --------------------------------------------------
Witness                                                          Attorney

CHRISTOPHER ROBERTSON                                            ROBERT BIRRELL
------------------------------------------------                 --------------------------------------------------
Name (please print)                                              Name (please print)



SIGNED SEALED AND DELIVERED for
CTV PTY LIMITED ACN 064 416 128
by its attorney in the
presence of:

/s/ Christopher Robertson                                        /s/ Robert Birrell
------------------------------------------------                 --------------------------------------------------
Witness                                                          Attorney

CHRISTOPHER ROBERTSON                                            ROBERT BIRRELL
------------------------------------------------                 --------------------------------------------------
Name (please print)                                              Name (please print)



SIGNED SEALED AND DELIVERED for
STV PTY LIMITED ACN 065 312 450
by its attorney in the
presence of:

/s/ Christopher Robertson                                        /s/ Robert Birrell
------------------------------------------------                 --------------------------------------------------
Witness                                                          Attorney

CHRISTOPHER ROBERTSON                                            ROBERT BIRRELL
------------------------------------------------                 --------------------------------------------------
Name (please print)                                              Name (please print)

                                                                                                             page 9
<PAGE>


SIGNED SEALED AND DELIVERED for
AUSTAR SERVICES PTY LTD
ACN 068 521 880
by its attorney in the
presence of:

/s/ Christopher Robertson                                        /s/ Robert Birrell
------------------------------------------------                 --------------------------------------------------
Witness                                                          Attorney

CHRISTOPHER ROBERTSON                                            ROBERT BIRRELL
------------------------------------------------                 --------------------------------------------------
Name (please print)                                              Name (please print)



SIGNED SEALED AND DELIVERED for
SELECTRA PTY LTD ACN 065 367 526
by its attorney in the
presence of:

/s/ Christopher Robertson                                        /s/ Robert Birrell
------------------------------------------------                 --------------------------------------------------
Witness                                                          Attorney

CHRISTOPHER ROBERTSON                                            ROBERT BIRRELL
------------------------------------------------                 --------------------------------------------------
Name (please print)                                              Name (please print)


SIGNED SEALED AND DELIVERED for
VINATECH PTY LTD
ACN 065 366 314
by its attorney in the
presence of:

/s/ Christopher Robertson                                        /s/ Robert Birrell
------------------------------------------------                 --------------------------------------------------
Witness                                                          Attorney

CHRISTOPHER ROBERTSON                                            ROBERT BIRRELL
------------------------------------------------                 --------------------------------------------------
Name (please print)                                              Name (please print)


                                                                                                            page 10
<PAGE>


SIGNED SEALED AND DELIVERED for
JACOLYN PTY LTD
ACN 064 744 869
by its attorney in the
presence of:

/s/ Christopher Robertson                                        /s/ Robert Birrell
------------------------------------------------                 --------------------------------------------------
Witness                                                          Attorney

CHRISTOPHER ROBERTSON                                            ROBERT BIRRELL
------------------------------------------------                 --------------------------------------------------
Name (please print)                                              Name (please print)


SIGNED SEALED AND DELIVERED for
MINORITE PTY LTD
ACN 068 943 484
by its attorney in the
presence of:

/s/ Christopher Robertson                                        /s/ Robert Birrell
------------------------------------------------                 --------------------------------------------------
Witness                                                          Attorney

CHRISTOPHER ROBERTSON                                            ROBERT BIRRELL
------------------------------------------------                 --------------------------------------------------
Name (please print)                                              Name (please print)


SIGNED SEALED AND DELIVERED for
KIDILLIA PTY LTD
ACN 068 943 068
by its attorney in the
presence of:

/s/ Christopher Robertson                                        /s/ Robert Birrell
------------------------------------------------                 --------------------------------------------------
Witness                                                          Attorney

CHRISTOPHER ROBERTSON                                            ROBERT BIRRELL
------------------------------------------------                 --------------------------------------------------
Name (please print)                                              Name (please print)

                                                                                                            page 11
<PAGE>

SIGNED SEALED AND DELIVERED for
DOVEVALE PTY LTD
ACN 068 943 591
by its attorney in the
presence of:

/s/ Christopher Robertson                                        /s/ Robert Birrell
------------------------------------------------                 --------------------------------------------------
Witness                                                          Attorney

CHRISTOPHER ROBERTSON                                            ROBERT BIRRELL
------------------------------------------------                 --------------------------------------------------
Name (please print)                                              Name (please print)


SIGNED SEALED AND DELIVERED for
WINDYTIDE PTY LTD
ACN 068 943 546
by its attorney in the
presence of:

/s/ Christopher Robertson                                        /s/ Robert Birrell
------------------------------------------------                 --------------------------------------------------
Witness                                                          Attorney

CHRISTOPHER ROBERTSON                                            ROBERT BIRRELL
------------------------------------------------                 --------------------------------------------------
Name (please print)                                              Name (please print)


SIGNED SEALED AND DELIVERED for
CHIPPAWA PTY LTD
ACN 068 943 635
by its attorney in the
presence of:

/s/ Christopher Robertson                                        /s/ Robert Birrell
------------------------------------------------                 --------------------------------------------------
Witness                                                          Attorney

CHRISTOPHER ROBERTSON                                            ROBERT BIRRELL
------------------------------------------------                 --------------------------------------------------
Name (please print)                                              Name (please print)


                                                                                                            page 12
<PAGE>


SIGNED SEALED AND DELIVERED for
ILONA INVESTMENTS PTY LTD
ACN 068 943 626
by its attorney in the
presence of:

/s/ Christopher Robertson                                        /s/ Robert Birrell
------------------------------------------------                 --------------------------------------------------
Witness                                                          Attorney

CHRISTOPHER ROBERTSON                                            ROBERT BIRRELL
------------------------------------------------                 --------------------------------------------------
Name (please print)                                              Name (please print)

SIGNED SEALED AND DELIVERED for
WOLLONGONG MICROWAVE PTY LTD
ACN 065 146 321
by its attorney in the
presence of:

/s/ Christopher Robertson                                        /s/ Robert Birrell
------------------------------------------------                 --------------------------------------------------
Witness                                                          Attorney

CHRISTOPHER ROBERTSON                                            ROBERT BIRRELL
------------------------------------------------                 --------------------------------------------------
Name (please print)                                              Name (please print)

SIGNED SEALED AND DELIVERED for
CHASE SECURITIES AUSTRALIA LIMITED
ACN 002 888 011
by its attorney in the
presence of:

/s/ Patrick St. John                                             /S/ JASON LEE
------------------------------------------------                 --------------------------------------------------
Witness                                                          Attorney

PATRICK ST. JOHN                                                 JASON LEE
------------------------------------------------                 --------------------------------------------------
Name (please print)                                              Name (please print)


                                                                                                            page 13
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