<PAGE>
 
                                                                    EXHIBIT 10.7

                               SECOND AMENDMENT
                                      TO
                 SECOND AMENDED AND RESTATED CREDIT AGREEMENT


     THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
"Second Amendment") is dated as of the 15th day of January 1999, and entered
into among ASCENT ENTERTAINMENT GROUP, INC., a Delaware corporation (the
"Borrower"), the Lenders signatory thereto, and NATIONSBANK, N.A., (successor by
merger to NationsBank of Texas, N.A.), a national banking association,
individually and as Administrative Agent (in such latter capacity, the
"Administrative Agent").



                                  WITNESSETH:
                                  ---------- 


     WHEREAS, the Borrower, the Lenders, and the Administrative Agent entered
into a Second Amended and Restated Credit Agreement, dated as of December 22,
1997, as amended by that First Amendment to the Second Amended and Restated
Credit Agreement dated as of July 16, 1998 (as amended, restated, waived or
otherwise modified from time to time, the "Credit Agreement"); and

     WHEREAS, the Lenders, the Administrative Agent, and the Borrower have
agreed to amend the Credit Agreement to make certain changes to the terms
therein upon the terms and conditions set forth below;

     NOW, THEREFORE, for valuable consideration hereby acknowledged, the
Borrower the Lenders and the Administrative Agent agree as follows:

     SECTION 1.  Definitions.
                 ----------- 

     (a)  Definitions, Generally.  Unless specifically defined or redefined
          ----------------------                                           
below, capitalized terms used herein shall have the meanings ascribed thereto in
the Credit Agreement.

     (b)  Definition of Beacon.  The definition of "Beacon" on page 5 of the
          --------------------                                              
Credit Agreement shall be amended in its entirety to read as follows:

          "Beacon" shall mean Beacon Communications, LLC, a Delaware
           ------
     limited liability company.

     (c)  Definition of Consolidated Total Indebtedness.  The definition of
          ---------------------------------------------                    
"Consolidated Total Indebtedness" on page 7 of the Credit Agreement shall be
amended in its entirety to read as follows:
<PAGE>
 
          "Consolidated Total Indebtedness" shall mean, for any
           -------------------------------
     Person, all Indebtedness of such Person and its consolidated
     subsidiaries (other than Indebtedness referred to in clause (h)
     of the definition of such term), determined on a consolidated
     basis in accordance with GAAP; provided, however, that
                                    --------  -------
     Consolidated Total Indebtedness of the Borrower shall not include
     Non-Recourse Arena Financing so long as it is incurred in
     compliance with the provisions of this Agreement.

     (d)  Definition of EBITDA.  The definition of "EBITDA" on page 8 of the
          --------------------                                              
Credit Agreement shall be amended in its entirety to read as follows:


          "EBITDA" shall mean, with respect to the Borrower and its
           ------
     Subsidiaries on a consolidated basis for any period, the
     consolidated net income of the Borrower and its Subsidiaries for
     such period, computed in accordance with GAAP, plus, to the
     extent deducted in computing such consolidated net income and
     without duplication, the sum of (a) income tax expense, (b)
     interest expense, (c) depreciation and amortization expense, (d)
     allocation of income to minority interests in earnings of
     consolidated subsidiaries and (e) extraordinary losses (including
     restructuring provisions) during such period minus, to the extent
     added in computing such consolidated net income and without
     duplication, (y) extraordinary gains during such period and (z)
     allocation of losses to minority interests in earnings of
     consolidated subsidiaries. EBITDA shall be calculated in
     accordance with GAAP as in effect and applied by the Borrower on
     the date of this Agreement and, accordingly, shall exclude the
     effects of any changes in GAAP or its application by the Borrower
     after the date hereof.

     (e)  Definition of Film Cash Flow.  The definition of "Film Cash Flow" on
          ----------------------------                                        
page 11 of the Credit Agreement shall be deleted in its entirety.

     (f)  Definition of Film Inventory.  The definition of "Film Inventory" on
          ----------------------------                                        
page 11 of the Credit Agreement shall be deleted in its entirety.

     (g)  Definition of Guarantee.  The definition of "Guarantee" on page 11 of
          -----------------------                                              
the Credit Agreement shall be amended in its entirety to read as follows:

          "Guarantee" of or by any Person shall mean any obligation,
           ---------
     contingent or otherwise, of such Person guaranteeing or having
     the economic effect of guaranteeing any Indebtedness of any other
     Person (the "primary obligor") in any manner, whether directly or
                  ---------------
     indirectly, and including any obligation of such Person, direct
     or indirect, (a) to purchase or pay (or advance or supply funds
     for the purchase or payment of) such Indebtedness or to purchase
     (or to advance or supply funds for the purchase of) any security
     for the payment of such Indebtedness, (b) to purchase or lease
     property, securities or services for the purpose of assuring the
     owner of such Indebtedness of the payment of such Indebtedness or
     (c) to maintain working capital,

                                       2
<PAGE>
 
     equity capital or any other financial statement condition or
     liquidity of the primary obligor so as to enable the primary
     obligor to pay such Indebtedness, and (d) to guaranty the
     obligations, payments by or performance of, a Person that is not
     a wholly owned direct or indirect Subsidiary of the Borrower;
     provided, however, that the term Guarantee shall not include
     --------  -------
     endorsements for collection or deposit in the ordinary course of
     business.

     (h)  Definition of Guarantors.  The definition of "Guarantors" on page 12
          ------------------------
of the Credit Agreement shall be amended in its entirety to read as follows:

          "Guarantors" shall mean: Ascent Sports Holdings, Ascent
           ----------
     Sports, Ascent Arena and Development Corporation, Ascent Arena
     Company, LLC, Ascent Arena Operating Company, Ascent Beacon
     Corporation and all other wholly owned direct or indirect
     Subsidiaries of the Borrower from time to time.

     (i)  Definition of Motion Pictures.  The definition of "Motion Pictures" on
          -----------------------------                                         
page 15 of the Credit Agreement shall be deleted in its entirety.

     (j)  Definition of Non-Recourse Film Indebtedness.  The definition of "Non-
          --------------------------------------------                         
Recourse Film Indebtedness" on page 18 of the Credit Agreement shall be deleted
in its entirety.

     (k)  Definition of Permitted Investments.  The definition of "Permitted
          -----------------------------------                               
Investments"on page 19 and 20 of the Credit Agreement shall be amended in its
entirety to read as follows:

          "Permitted Investments" shall mean:
           ---------------------             

          (a)  direct obligations of, or obligations the principal of
     and interest on which are unconditionally guaranteed by, the
     United States of America (or by any agency thereof to the extent
     such obligations are backed by the full faith and credit of the
     United States of America), in each case maturing within one year
     from the date of acquisition thereof;

          (b)  investments in commercial paper maturing within 270
     days from the date of acquisition thereof and having, at such
     date of acquisition, the highest credit rating obtainable from
     Standard & Poor's Ratings Group, a Division of McGraw-Hill, Inc.
     or from Moody's Investors Service, Inc.;
     
          (c)  investments in certificates of deposit, banker's
     acceptances and time deposits maturing within one year from the
     date of acquisition thereof issued or guaranteed by or placed
     with, and money market deposit accounts issued or offered by, any
     domestic office of any commercial bank which bank or office is
     organized under the Laws of the United States of America or any
     State thereof which has a combined capital and surplus and
     undivided profits of not less than $250,000,000;

                                       3
<PAGE>
 
          (d)  fully collateralized repurchase agreements with a term
     of not more than 30 days for underlying securities of the type
     described in clause (a) above entered into with any institution
     meeting the qualifications specified in clause (c) above; and

          (e)  Investments in the Capital Stock of Beacon, provided
     that the aggregate amount of all such Investments in the Capital
     Stock of Beacon for the Borrower and its Subsidiaries shall not
     exceed 10% of the Capital Stock of Beacon.

     SECTION 2.  Amendment to Section 1.02.  Section 1.02 of the Credit
                 -------------------------                             
Agreement shall be amended in its entirety to read as follows:

          SECTION 1.02.  Terms Generally.  The definitions in Section
                         ---------------
     1.01 shall apply equally to both the singular and plural forms of
     the terms defined. Whenever the context may require, any pronoun
     shall include the corresponding masculine, feminine and neuter
     forms. The words "include", "includes" and "including" shall be
     deemed to be followed by the phrase "without limitation". All
     references herein to Articles, Sections, Exhibits and Schedules
     shall be deemed references to Articles and Sections of, and
     Exhibits and Schedules to, this Agreement unless the context
     shall otherwise require. Except as otherwise expressly provided
     herein, all terms of an accounting or financial nature shall be
     construed in accordance with GAAP, as in effect from time to
     time; provided, however, that for purposes of determining
     compliance with the covenants contained in Article VI hereof, all
     accounting terms herein shall be interpreted and all accounting
     determinations hereunder shall be made in accordance with GAAP as
     in effect on the date of this Agreement and applied on a basis
     consistent with the application used in the financial statements
     referred to in Section 3.05 hereof. All financial covenant
     calculations relating to Applicable Margin, Sections 6.09 and
     6.10 and otherwise calculated under this Agreement shall be
     calculated as if all assets (a) acquired by the Borrower or any
     of its Subsidiaries during any period for which any financial
     covenants are being calculated were acquired on the first day of
     such period, and (b) sold by the Borrower or any of its
     Subsidiaries during any period for which any financial covenants
     are being calculated were sold on the first day of such period.

     SECTION 3.  Amendment to Section 3.22.  Section 3.22 of the Credit
                 -------------------------                             
Agreement shall be amended in its entirety to read as follows:

          SECTION 3.22.  INTENTIONALLY DELETED.

     SECTION 4.  Amendment to Section 6.01(d).  Section 6.01(d) of the Credit
                 ----------------------------                                
Agreement shall be amended in its entirety to read as follows:

                                       4
<PAGE>
 
          (d)  INTENTIONALLY DELETED;

     SECTION 5.  Amendment to Section 6.02(i).  Section 6.02(i) of the Credit
                 ----------------------------                                
Agreement shall be amended in its entirety to read as follows:

          (i)  INTENTIONALLY DELETED;

     SECTION 6.  Amendment to Opening Paragraph of Section 6.04.  The opening
                 ----------------------------------------------              
paragraph of Section 6.04 shall be amended in its entirety to read as follows:

          SECTION 6.04.  Investments, Acquisitions, Loans and
     Advances. The Borrower will not, and will not cause or permit any
     of its Subsidiaries to, purchase, hold or acquire any Capital
     Stock, evidences of indebtedness (other than restructured
     receivables) or other securities of, make or permit to exist any
     loans or advances to, or make or permit to exist any investment
     or any other interest in, or make any acquisition of assets of
     any other Person as a going concern (each, an "Investment"),
                                                    ----------
     except:

     SECTION 7.  Amendment to Section 6.05(b).  Section 6.05(b) of the Credit
                 ----------------------------                                
Agreement shall be amended in its entirety to read as follows:

          (b)  sell, transfer, lease or otherwise dispose of (in one
     transaction or in a series of transactions) all or any
     substantial part of its assets (whether now owned or hereafter
     acquired) or any amount of Capital Stock of any Subsidiary of the
     Borrower or all or any substantial part of the assets of any
     Subsidiary of the Borrower, except that (i) the Borrower and any
     Subsidiary of the Borrower may sell or dispose of inventory and
     obsolete equipment in the ordinary course of business, (ii) so
     long as there exists no Default or Event of Default both before
     and after giving effect thereto the Borrower or any of its
     Subsidiaries may (A) make an Asset Disposition, so long as (I)
     the cumulative aggregate consideration for all such Asset
     Dispositions after the date hereof shall not exceed $10,000,000,
     and (II) such assets are not used in the operation of the Nuggets
     Sub or the Avalanche Sub or the related Teams, and (B) in
     addition to Asset Dispositions permitted by subsection (A) above,
     make an Asset Disposition, so long as (I) the cumulative
     aggregate consideration for all such Asset Dispositions after the
     date hereof (but excluding the proceeds from sales of those
     assets described on Schedule 6.05 hereto) shall not exceed
                         -------------
     $10,000,000 and (II) such assets are not used in the operation of
     the Nuggets Sub or the Avalanche Sub or the related Teams, (iii)
     so long as there exists no Default or Event of Default both
     before and after giving effect thereto the Borrower or any of its
     Subsidiaries may sell the Capital Stock described on Schedule
                                                          --------
     6.05 hereto, (iv) so long as there exists no Default or Event of
     ----
     Default both before and after giving effect thereto, the
     Borrower, Nuggets Sub or the Ascent Arena Company, LLC may convey
     the real estate used for the

                                       5
<PAGE>
 
     Arena/Complex to the City and County of Denver, (v) so long as
     there exists no Event of Default both before and after giving
     effect thereto, any Wholly Owned Subsidiary of the Borrower may
     transfer all or any part of its assets to the Borrower, (vi) so
     long as there exists no Default or Event of Default both before
     and after giving effect thereto, the Borrower may consummate the
     sale leaseback transaction described on Schedule 6.03 hereto,
                                             -------------
     (vii) the Borrower may consummate an On Command Corp. Stock Sale,
     and (viii) the Borrower and its Subsidiaries may sell all or
     substantially all of Beacon and all of Beacon's Subsidiaries.
     Notwithstanding anything to the contrary herein or in any other
     Loan Paper, under no circumstance may the Borrower or any
     Subsidiary of the Borrower sell, dispose of or transfer any of
     the Capital Stock owned by the Borrower, any Subsidiary of the
     Borrower or On Command Corp. and its Subsidiaries, except (A) the
     Capital Stock described on Schedule 6.05 hereto, (B) pursuant to
                                -------------
     any On Command Corp. Stock Sale and (C) all or substantially all
     of Beacon.

     SECTION 8.  Amendment to Section 6.05.  Section 6.05 of the Credit
                 -------------------------                             
Agreement shall be amended by adding the following paragraph at the end of
Section 6.05 as follows:

     In connection with any asset sale permitted by this Section 6.05
     or otherwise consented to by the Lenders in accordance with the
     terms of this Agreement from time to time, the Administrative
     Agent is hereby authorized by each Lender to (i) execute any and
     all releases deemed appropriate by it to release such assets of
     the Borrower and its Subsidiaries (including, without limitation,
     Capital Stock owned by the Borrower and its Subsidiaries)
     constituting Collateral or otherwise, from all Liens and security
     interests securing all or any portion of the Obligations, (ii)
     return to the Borrower any such Collateral or other assets in the
     possession of the Administrative Agent, (iii) after the permitted
     sale by any Subsidiary of the Borrower of all of its assets and
     Properties, or after the sale by the Borrower or any of its
     Subsidiaries of the Capital Stock of any of their Subsidiaries,
     release any such sold Person who has executed a guaranty of the
     Obligations from the terms and conditions of such guaranty and
     (iv) take such other action as the Administrative Agent deems
     necessary or appropriate in connection with such transactions and
     in furtherance of the effectuation thereof.

     SECTION 9.  Amendment to Section 6.08.  Section 6.08 of the Credit
                 -------------------------                             
Agreement shall be amended in its entirety to read as follows:

          SECTION 6.08.  Limitation on Restrictive Agreements.  The
                         ------------------------------------
     Borrower will not, and will not cause or permit any of its
     Subsidiaries to, enter into any indenture, agreement, instrument,
     financing document or other arrangement which, directly or
     indirectly, contains any financial covenants or prohibits or
     restrains, or has the effect of prohibiting or restraining, or
     imposes materially adverse conditions upon: (a) the incurrence of
     Indebtedness, (b) the granting of Liens, (c) the making or

                                       6
<PAGE>
 
     granting of Guarantees, (d) the payment of dividends or
     distributions, (e) the purchase, redemption or retirement of any
     Capital Stock, (f) the making of loans or advances, (g) transfers
     or sales of property or assets (including Capital Stock) by the
     Borrower or any of its Subsidiaries, other than restrictions on
     the granting of Liens on, or the transfer of, assets that are
     encumbered by Liens permitted under clauses (b), (h) and (i) of
     Section 6.02 hereof with respect to the property or assets
     covered by such Lien only, or (h) the making of amendments,
     changes, waivers or consents with respect to this Agreement and
     the Loan Papers, provided that, notwithstanding the foregoing,
     (I) Nuggets Sub, Avalanche Sub, Ascent Arena Company, LLC and the
     Subsidiaries of Ascent Arena Company, LLC may enter into
     restrictive agreements relating solely to the Ascent Arena
     Company, LLC and the Subsidiaries of Ascent Arena Company, LLC
     and the Arena/Complex, each exclusively in connection with the
     Non-Recourse Arena Financing, the Arena/Complex or the interest
     of the City and County of Denver in the Arena/Complex acceptable
     to the Administrative Agent, (ii) Ascent Arena Company, LLC may
     enter into the Arena Operating Agreement, (iii) Ascent Arena
     Company, LLC and Ascent Arena Operating Company, LLC may enter
     into the Operating and Management Agreement, (iv) the Borrower
     may enter into any such restrictive agreements relating to any
     Preferred Stock permitted under Section 6.01(g) hereof so long as
     no such restrictive agreement shall be effective or binding on
     the Borrower or any of its Subsidiaries until the earlier of (A)
     the Maturity Date and (B) the payment in full of the Obligations
     and the termination of the Commitments, and (v) the Borrower may
     issue the Senior Notes and enter into the Senior Notes
     Documentation.

     SECTION 10.   Amendment to Section 6.11.  Section 6.11 of the Credit
                   -------------------------                             
Agreement shall be amended in its entirety to read as follows:

          SECTION 6.11.  INTENTIONALLY DELETED.

     SECTION 11.  Addition of Section 6.13.  A new Section 6.13 shall be added 
                  ------------------------                              
to Article VI of the Credit Agreement to read as follows:

          SECTION 6.13    Creation or Acquisition of New Subsidiaries.
                          -------------------------------------------
     The Borrower will not, and will not cause or permit any of its
     Subsidiaries to, create or acquire any new Subsidiary, unless in
     each case concurrently with such creation or acquisition each of
     the following conditions is satisfied: (a) any new Subsidiary is
     a 100% owned direct or indirect Subsidiary of the Borrower, (b)
     any new Subsidiary has executed a guaranty of the Obligations in
     form and substance substantially similar to the guaranties
     executed by the other Subsidiaries, (c) 100% of the Capital Stock
     of such new Subsidiary shall be subject to a first and prior
     pledge to the Administrative Agent on behalf of the Lenders to
     secure the Obligations pursuant to a pledge agreement
     substantially similar to the pledge agreements in existence
     pledging the Capital Stock of the existing Subsidiaries to the
     Administrative Agent,

                                       7
<PAGE>
 
     (d) 100% of the Capital Stock of such new Subsidiary shall be in
     the possession of the Administrative Agent together with stock
     powers executed in blank, and (e) the Administrative Agent shall
     have received all resolutions, corporate documentation and other
     items reasonably requested by the Administrative Agent related to
     the formation of the new Subsidiary together with legal opinions
     in form and substance acceptable to Special Counsel.

     SECTION 12.  Deletion of Schedule 1.01.  Schedule 1.01 to the Credit
                  -------------------------                              
Agreement shall be deleted in its entirety.

     SECTION 13.  Deletion of Schedule 3.22.  Schedule 3.22 to the Credit
                  -------------------------                              
Agreement shall be deleted in its entirety.

     SECTION 14.  Waiver.  The Administrative Agent and the Lenders hereby waive
                  ------                                                        
any provisions of the Credit Agreement necessary solely to permit the sale by
the Borrower of all or substantially all of Beacon in accordance with the terms
of that certain Agreement for the Purchase and Sale of an Interest in Beacon
Communications, LLC, by and among Ascent Entertainment Group, Inc., Ascent
Beacon Corporation, Beacon Communications, LLC and Boomtown Investments, LLC.

     SECTION 15.  Affirmation.  The Borrower hereby acknowledges and agrees that
                  -----------
nothing in this Second Amendment shall affect the Borrower's obligations under
the Credit Agreement or the other Loan Papers executed in connection therewith
(except as specifically provided in this Second Amendment), which remain valid,
binding and enforceable, and except as amended hereby, unamended, or shall
constitute a waiver by the Lenders of any of their rights or remedies, now or at
any time in the future, with respect to any requirement under the Credit
Agreement or the other Loan Papers or with respect to an Event of Default or
Default, occurring now or at any time in the future.

     SECTION 16.  Conditions Precedent.  This Second Amendment shall not be
                  --------------------
effective until

          (a)     all proceedings of the Borrower taken in connection with this
     Second Amendment and the transactions contemplated hereby shall be
     satisfactory in form and substance to the Administrative Agent and Lenders
     signatory hereto,

          (b)     the Administrative Agent shall have received executed copies
     of all documentation related to the sale by the Borrower of 90% of its
     ownership interest in Beacon Communications, LLC, including all merger
     documentation and purchase and sale documentation,

          (c)     the Administrative Agent shall have received an opinion of
     counsel to the Borrower in form and substance acceptable to it, as to the
     enforceability of this Second Amendment and all the Loan Papers, and as to
     such other matters as requested by the Administrative Agent,

                                       8
<PAGE>
 
          (d)     the Administrative Agent shall have received a Compliance
     Certificate computed after giving effect to the sale of Beacon, calculated
     for the remainder of the term of this Agreement and evidencing pro forma
     compliance with all terms and conditions of this Agreement and the other
     Loan Papers,

          (e)     the Administrative Agent and Lenders shall have each received
     such documents, instruments, and certificates, copies of resolutions, etc.,
     each in form and substance satisfactory to the Lenders, as the Lenders
     shall deem necessary or appropriate in connection with this Second
     Amendment and the transactions contemplated hereby, and

          (f)     reimbursement for Administrative Agent for Donohoe, Jameson &
     Carroll, P.C.'s reasonable fees and expenses rendered through the date
     hereof.

     SECTION 17.  Representations and Warranties.  The Borrower represents and
                  ------------------------------                              
warrants to the Lenders and the Administrative Agent that (a) this Second
Amendment constitutes its legal, valid, and binding obligations, enforceable in
accordance with the terms hereof (subject as to enforcement of remedies to any
applicable bankruptcy, reorganization, moratorium, or other laws or principles
of equity affecting the enforcement of creditors' rights generally), (b) there
exists no Event of Default or Default under the Credit Agreement after giving
effect to this Second Amendment, (c) its representations and warranties set
forth in the Credit Agreement and other Loan Papers are true and correct on the
date hereof after giving effect to this Second Amendment, (d) it has complied
with all agreements and conditions to be complied with by it under the Credit
Agreement and the other Loan Papers by the date hereof, (e) the Credit
Agreement, as amended hereby, and the other Loan Papers remain in full force and
effect, and (f) no notice to, or consent of, any Person is required under the
terms of any agreement of the Borrower in connection with the execution of this
Second Amendment.

     SECTION 18.  Further Assurances.  The Borrower shall execute and deliver
                  ------------------                                         
such further agreements, documents, instruments, and certificates in form and
substance satisfactory to the Administrative Agent, as the Administrative Agent
or any Lender may deem reasonably necessary or appropriate in connection with
this Second Amendment.

     SECTION 19.  Counterparts.  This Second Amendment and the other Loan Papers
                  ------------                                                  
may be executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument.  In making proof of any such agreement,
it shall not be necessary to produce or account for any counterpart other than
one signed by the party against which enforcement is sought.

     SECTION 20.  PRIOR WAIVER; ENTIRE AGREEMENT.  THIS SECOND AMENDMENT AND THE
                  ------------------------------                                
OTHER LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL

                                       9
<PAGE>
 
AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

     SECTION 21.  GOVERNING LAW.  (A)  THIS SECOND AMENDMENT AND ALL LOAN PAPERS
                  -------------                                                 
SHALL BE DEEMED CONTRACTS MADE UNDER THE LAWS OF TEXAS AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF TEXAS, EXCEPT TO THE
EXTENT FEDERAL LAWS GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND
INTERPRETATION OF ALL OR ANY PART OF THIS SECOND AMENDMENT AND ALL LOAN PAPERS.
WITHOUT EXCLUDING ANY OTHER JURISDICTION, THE BORROWER AND EACH SUBSIDIARY
AGREES THAT THE COURTS OF TEXAS WILL HAVE JURISDICTION OVER PROCEEDINGS IN
CONNECTION HEREWITH.

     (B)  THE BORROWER AND EACH SUBSIDIARY HEREBY WAIVES PERSONAL SERVICE OF ANY
LEGAL PROCESS UPON IT.  IN ADDITION, THE BORROWER AND EACH SUBSIDIARY AGREES
THAT SERVICE OF PROCESS MAY BE MADE UPON IT BY REGISTERED MAIL (RETURN RECEIPT
REQUESTED) DIRECTED TO THE BORROWER AT ITS ADDRESS DESIGNATED FOR NOTICE UNDER
THE CREDIT AGREEMENT AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON
RECEIPT BY THE BORROWER.  NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF THE
ADMINISTRATIVE AGENT OR ANY LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW.

     SECTION 22.  WAIVER OF JURY TRIAL.  TO THE MAXIMUM EXTENT PERMITTED BY LAW,
                  --------------------                                          
THE BORROWER, EACH SUBSIDIARY AND EACH LENDER HEREBY WAIVES ANY RIGHT THAT IT
MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE (WHETHER A CLAIM IN TORT, CONTRACT,
EQUITY, OR OTHERWISE) ARISING UNDER OR RELATING TO THIS SECOND AMENDMENT, THE
OTHER LOAN PAPERS, OR ANY RELATED MATTERS, AND AGREES THAT ANY SUCH DISPUTE
SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

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

                  REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

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

                                       10
<PAGE>
 
     IN WITNESS WHEREOF, this Second Amendment to Credit Agreement is executed
as of the date first set forth above.



BORROWER:                     ASCENT ENTERTAINMENT GROUP, INC.


                              /s/ Arthur M. Aaron
                              ------------------------------------------------
                              By:    Arthur M. Aaron
                              Its:   Vice President, Business and Legal Affairs



LENDERS:                      NATIONSBANK, N.A. (successor by merger to 
                              NationsBank of Texas, N.A.), as Administrative 
                              Agent, and individually as a Lender


                              /s/ Roselyn Drake
                              ------------------------------------------------
                              By:    Roselyn Drake
                              Its:   Vice President


                              KEYBANK NATIONAL ASSOCIATION



                              /s/ Mary K. Young
                              ------------------------------------------------
                              Name:  Mary K. Young
                              Title: Assistant Vice President



                              PARIBAS (formerly BANQUE PARIBAS)


                              /s/ Thomas G. Brandt / Ernie Sibal
                              ------------------------------------------------
                              Name:  Thomas G. Brandt / Ernie Sibal
                              Title: Director / Assistant Vice President

                                       11
<PAGE>
 
                              NATEXIS BANQUE - BFCE



                              By:_____________________________________________
                              Name:___________________________________________
                              Title:__________________________________________

                                       12