EXHIBIT 99.1

Credit Agreement dated as of January 31, 1994, by and among
the Registrant, certain subsidiaries of the Registrant and
Blockbuster Entertainment Corporation.
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EXHIBIT 99.1

SPELLING ENTERTAINMENT GROUP INC.

AND ITS SUBSIDIARIES, AS BORROWERS

CREDIT AGREEMENT

DATED AS OF JANUARY 31, 1994

BLOCKBUSTER ENTERTAINMENT CORPORATION, AS LENDER

TABLE OF CONTENTS

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1. Definitions; Certain Rules of Construction . . . . . . . . . . . . . . . . 1

2. The Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

2.1 Revolving Credit . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.1.1 Revolving Loan . . . . . . . . . . . . . . . . . . . . . 8
2.1.2 Borrowing Requests . . . . . . . . . . . . . . . . . . . 9
2.1.3 Revolving Note . . . . . . . . . . . . . . . . . . . . . 9

2.2 Term Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.2.1 Term Loan . . . . . . . . . . . . . . . . . . . . . . . . 10
2.2.2 Term Note . . . . . . . . . . . . . . . . . . . . . . . . 10

2.3 Application of Proceeds . . . . . . . . . . . . . . . . . . . . . 10
2.3.1 Revolving Loan . . . . . . . . . . . . . . . . . . . . . 10
2.3.2 Term Loan . . . . . . . . . . . . . . . . . . . . . . . . 10
2.3.3 Specifically Prohibited Applications . . . . . . . . . . 10

3. Interest; Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

3.1 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.1.1 Revolving Loan . . . . . . . . . . . . . . . . . . . . . 10
3.1.2 Term Loan . . . . . . . . . . . . . . . . . . . . . . . . 11
3.1.3 Interest on Overdue Amounts . . . . . . . . . . . . . . . 11
3.1.4 Limitation by Applicable Law . . . . . . . . . . . . . . 11

3.2 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.2.1 Commitment Fees . . . . . . . . . . . . . . . . . . . . . 11
3.2.2 Facility Fee . . . . . . . . . . . . . . . . . . . . . . 11
3.2.3 Annual Administrative Fee . . . . . . . . . . . . . . . . 12

3.3 Computations of Interest and Fees . . . . . . . . . . . . . . . . 12

4. Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

4.1 Payment at Maturity . . . . . . . . . . . . . . . . . . . . . . . 12
4.2 Contingent Required Prepayments . . . . . . . . . . . . . . . . . 12
4.3 Voluntary Prepayments . . . . . . . . . . . . . . . . . . . . . . 12
4.4 Reborrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.5 Payment with Accrued Interest . . . . . . . . . . . . . . . . . . 13
4.6 Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.7 Payment on Non-Banking Days . . . . . . . . . . . . . . . . . . . 13

5. Conditions to Extending Credit . . . . . . . . . . . . . . . . . . . . . . 13

5.1 Conditions on Initial Closing Date . . . . . . . . . . . . . . . . 13
5.1.1 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.1.2 Guaranty . . . . . . . . . . . . . . . . . . . . . . . . 13

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5.1.3 Payment of Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.1.4 Termination of Prior Credit Agreement . . . . . . . . . . . . . . . . . 13
5.1.5 Perfection of Security . . . . . . . . . . . . . . . . . . . . . . . . 14
5.1.6 Board Resolutions . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

5.2 Conditions to the Term Loan . . . . . . . . . . . . . . . . . . . . . . . . . . 14

5.3 Conditions to Each Extension of Credit . . . . . . . . . . . . . . . . . . . . . 14
5.3.1 Proper Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . 14
5.3.2 No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
5.3.3 Representations and Warranties . . . . . . . . . . . . . . . . . . . . 14

6. Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

6.1 Non-Borrower Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
6.2 Disposition of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

7. Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

7.1 Borrower's Representations and Warranties . . . . . . . . . . . . . . . . . . . 15
7.1.1 Organization, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 15
7.1.2 No Legal Obstacle to Agreements . . . . . . . . . . . . . . . . . . . . 15
7.1.3 Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
7.1.4 Validity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
7.1.5 No Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . 17
7.1.6 Material Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . 17

7.2 Lender's Representations and Warranties . . . . . . . . . . . . . . . . . . . . 17
7.2.1 Organization, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 17
7.2.2 Validity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

8. Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

8.1 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

8.2 Certain Actions Following an Event of Default . . . . . . . . . . . . . . . . . 20
8.2.1 No Obligation to Extend Credit . . . . . . . . . . . . . . . . . . . . 20
8.2.2 Specific Performance; Exercise of
Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
8.2.3 Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
8.2.4 Enforcement of Payment; Setoff . . . . . . . . . . . . . . . . . . . . 21
8.2.5 Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . 21

8.3 Annulment of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
8.4 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

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9. Expenses; Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

9.1 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
9.2 General Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

10. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

11. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

12. Course of Dealing; Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . 24

13. Venue; Service of Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

14. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

15. Negotiations Regarding Possible Extension of Final Revolving Loan Maturity Date . . . 25

(iii)

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SPELLING ENTERTAINMENT GROUP INC.

EXHIBITS

Exhibit 2.1.3 - Revolving Note

Exhibit 2.2.2 - Term Note

SCHEDULES

Schedule 7.1.6 - Material Subsidiaries

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SPELLING ENTERTAINMENT GROUP INC.

CREDIT AGREEMENT

This Agreement, dated as of January 31, 1994 is among Spelling
Entertainment Group Inc., a Florida corporation, its subsidiaries that are from
time to time party hereto and Blockbuster Entertainment Corporation, a Delaware
corporation ("Lender"). The parties agree as follows:

1. Definitions; Certain Rules of Construction. Except as otherwise
explicitly specified to the contrary, (a) the capitalized term "Section" refers
to sections of this Agreement, (b) the capitalized term "Exhibit" refers to
exhibits to this Agreement, (c) references to a particular Section include all
subsections thereof, (d) the word "including" shall be construed as "including
without limitation", (e) accounting terms not otherwise defined herein shall
have the respective meanings provided under GAAP and (f) terms defined in the
UCC and not otherwise defined herein shall have the respective meanings
provided under the UCC. Certain capitalized terms are used, in this Agreement
as specifically defined as follows:

1.1 "Affiliate" means, with respect to any Person (or other
specified Person), any other Person directly or indirectly controlling,
controlled by or under direct or indirect common control with, that Person, and
shall include (a) any officer or director or general partner of that Person and
(b) any Person of which that Person or any Affiliate (as defined in clause (a)
above) of that Person shall, directly or indirectly, beneficially own either
(i) at least 10% of the outstanding equity securities having the general power
to vote or (ii) at least 10% of all equity interests; provided, however, that
for purposes of the Credit Documents, none of Lender or its officers,
directors, shareholders, Affiliates and Subsidiaries (other than Company and
its Subsidiaries) shall be deemed Affiliates of the Company, the other
Borrowers or the Company's other Subsidiaries.

1.2 "Agreement" means this Credit Agreement, as amended,
supplemented or modified from time to time.

1.3 "Applicable Rate" means, at any date with respect to each
Revolving Loan hereunder, for each day of the applicable Interest Period for
such Revolving Loan, a rate per annum equal to the one month, two month or
three month LIBOR rate (as selected by the Borrowers pursuant to Section 2.1.2)
reported in the "Money Rates" section of the Wall Street Journal (Eastern
Edition) published on the second Banking Day prior to the first day of the
related Interest Period for such Revolving Loan plus 1%. In the event such
rate is not so reported, the Lender shall determine the applicable LIBOR rate
from any other reasonable source. Lender shall determine the applicable LIBOR
rate for

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each Revolving Loan and Interest Period and each such determination shall be
conclusive absent manifest error.

1.4 "Articles" means the articles of organization, certificate of
incorporation, trust indenture statute, constitution, joint venture agreement,
partnership agreement or other charter document of any Person other than an
individual, each as from time to time in effect.

1.5 "Banking Day" means any day other than Saturday, Sunday or a
day on which banks in Los Angeles, California and New York City, New York are
authorized or required by law or other governmental action to close.

1.6 "Bankruptcy Code" means Title 11 of the United States Code (or
any successor statute) and the rules and regulations thereunder, all as from
time to time in effect.

1.7 "Bankruptcy Default" means an Event of Default referred to in
Section 8.1.7.

1.8 "Blockbuster Credit Facility" means the Amended and Restated
Credit Agreement dated as of December 22, 1993 among Lender, certain
Subsidiaries of Lender, Bank of America National Trust and Savings Association
as Agent, BA Securities, Inc., as Arranger and the other financial institutions
party thereto, as from time to time in effect.

1.9 "Borrower" or "Borrowers" means the Company and each of the
Company's Subsidiaries indicated as Borrowers on the signature pages hereof (or
pursuant to a joinder hereto) on a joint and several basis.

1.10 "By-laws" means all written by-laws, rules, regulations and
all other documents relating to the management, governance or internal
regulation of any Person other than an individual, or interpretive of the
Articles of such Person, all as from time to time in effect.

1.11 "Cash Merger Consideration" has the meaning assigned to that
term in the Merger Agreement.

1.12 "Closing Date" means the Initial Closing Date and each
subsequent date on which any extension of credit is made pursuant to Section
2.1.1 or 2.2.1.

1.13 "Collateral" has the meaning assigned to that term in the
Pledge and Security Agreement or any other Security Document.

1.14 "Commitment" means Lender's obligations to extend the credits
contemplated by the Credit Documents.

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1.15 "Company" means Spelling Entertainment Group Inc., a Florida
corporation.

1.16 "Copyright Mortgages and Assignments" has the meaning assigned
to that term in the Pledge and Security Agreement.

1.17 "Credit Documents" means:

(a) this Agreement, the Notes, and the Guaranty, each as
from time to time in effect;

(b) all Security Documents, reports, notices, mortgages,
assignments, UCC financing statements or certificates delivered to the Lender
by the Company or any of its Subsidiaries or Affiliates in connection herewith
or therewith; and

(c) any other present or future agreement or instrument
from time to time entered into among the Company, any of its Subsidiaries or
(so long as the Company or its Subsidiary is also party thereto) any Affiliate
of any of them, on one hand, and the Lender, on the other hand, relating to,
amending or modifying this Agreement or any other Credit Document referred to
above or which is stated to be a Credit Document, each as from time to time in
effect.

1.18 "Credit Obligations" means all present and future liabilities,
obligations and Indebtedness of the Company, any of its Subsidiaries or any of
their respective Affiliates party to a Credit Document owing to Lender or any
other Indemnified Party under or in connection with this Agreement or any other
Credit Document, including obligations in respect of principal, interest,
commitment fees, and other fees, charges, indemnities and expenses from time to
time owing hereunder or under any other Credit Document (whether accruing
before or after a Bankruptcy Default).

1.19 "Credit Security" means all assets now or from time to time
hereafter subjected to a security interest, mortgage or charge (or intended or
required so to be subjected pursuant to this Agreement, the Security Documents
or any other Credit Document) to secure the payment or performance of any of
the Credit Obligations, including the Collateral described in the Security
Documents.

1.20 "Default" means any Event of Default and any event or
condition which with the passage of time or giving of notice, or both, would
become an Event of Default.

1.21 "Effective Time" has the meaning assigned to that term in the
Merger Agreement.

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

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1.23 "Final Revolving Loan Maturity Date" means the earlier of (a)
March 31, 1997 or (b) the date which is one hundred twenty (120) days following
the date of any termination, repayment or restructuring of the Blockbuster
Credit Facility (other than due to an acceleration of Blockbuster's obligations
thereunder), unless a written agreement is entered into by Lender and Borrowers
in accordance with the provision of Section 15 prior to the end of such 120-day
period, in which case the Final Revolving Loan Maturity Date shall be March 31,
1997.

1.24 "Final Term Loan Maturity Date" means March 31, 1997.

1.25 "Financing Debt" means:

(a) Indebtedness in respect of borrowed money;

(b) Indebtedness in respect of notes, debentures or
similar instruments;

(d) Indebtedness in respect of the deferred purchase
price of assets (other than normal trade accounts payable in the ordinary
course of business);

(e) Indebtedness in respect of mandatory redemption or
dividend rights on capital stock (or other equity); and

(f) Indebtedness in respect of unfunded pension
liabilities.

1.26 "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board and
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or such other
practices as may be in general use by significant segments of the U.S.
accounting profession, which are applicable to the circumstances as of the date
of determination.

1.27 "Guarantee" means, with respect to the Company (or other
specified Person):

(a) any guarantee by the Company of the payment or
performance of, or any contingent obligation by the Company in respect of, any
Indebtedness or other obligation of any other Person;

(b) any other arrangement whereby credit is extended to a
Person on the basis of any promise or undertaking of the Company (including any
"comfort letter" or "keep well agreement" written by the Company to a creditor
or prospective creditor of such Person) to (i) pay the Indebtedness of such
Person,

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(ii) purchase an obligation owed by such Person, (iii) pay for the purchase or
lease of assets or services regardless of the actual delivery thereof or (iv)
maintain the capital, working capital, solvency or general financial condition
of such Person, in each case whether or not such arrangement is disclosed in
the balance sheet of the Company or referred to in a footnote thereto;

(c) any liability of the Company as a general partner of
a partnership in respect of Indebtedness or other obligations of such
partnership;

(d) any liability of the Company as a joint venturer of a
joint venture in respect of Indebtedness or other obligations of such joint
venture; and

(e) reimbursement obligations with respect to letters of
credit, surety bonds and other financial guarantees; provided, however, that
the term "Guarantee" shall not include endorsements for collection or deposit
in the ordinary course of business. The amount of any Guarantee and the amount
of Indebtedness resulting from such Guarantee shall be the greater of (i) the
amount which should be carried on the balance sheet of the Guarantor in respect
of such Guarantee or (ii) the amount which should be carried on the balance
sheet of the obligor whose obligations were guaranteed in respect of such
obligations, in each case as determined in accordance with GAAP.

1.28 "Guarantor" means the Company, the Borrowers and each other
Subsidiary of Company from time to time indicated as a Guarantor on the
signature pages to the Guaranty (or pursuant to a joinder thereto).

1.29 "Guaranty" means the Guaranty of even date hereof among
Lender, Borrowers and the other Guarantors, as from time to time in effect.

1.30 "Indebtedness" means all obligations, contingent, or
otherwise, which in accordance with GAAP are required to be carried upon the
balance sheet of the Company (or other specified Person) as liabilities, but in
any event including;

(a) liabilities secured by any Lien existing on property
owned or acquired by the Company or any Subsidiary, whether or not the
liability secured thereby shall have been assumed;

(b) obligations under capitalized leases;

(c) mandatory redemption, repurchase or dividend,
obligations with respect to capital stock (or other evidence of beneficial
interest); and

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(d) all Guarantees and endorsements in respect of
Indebtedness of others.

1.31 "Indemnified Party" is defined in Section 9.2.

1.32 "Initial Closing Date" means January 31, 1994.

1.33 "Interest Period" means with respect to any Revolving Loan any
period, selected as provided in Section 2.1.2, of one, two or three months
commencing on any Banking Day and ending on the corresponding date in the
subsequent calendar month so selected or, if such subsequent calendar month has
no corresponding date, on the last date of such subsequent calendar month);
provided, however, that if any Interest Period so selected would otherwise
begin or end on a date which is not a Banking Day, such Interest Period shall
instead begin or end, as the case may be, on the immediately preceding or
succeeding Banking Day as determined by Lender.

1.34 "Lender" means Blockbuster Entertainment Corporation and its
successors and assignees.

1.35 "Loan or Loans" means one or more of the Revolving Loans or
the Term Loan or any combination thereof.

1.36 "Margin Stock" means "margin stock" within the meaning of
Regulations G, T, U or X (or any successor provisions) of the Board of
Governors of the Federal Reserve System, or any regulations, interpretations or
rulings thereunder, all as from time to time in effect.

1.37 "Material Adverse Change" means a material adverse change
since September 30, 1993 in the business, assets, financial condition, income
or prospects of the Company and its Subsidiaries (on a consolidated basis).

1.38 "Material Subsidiary" means a Subsidiary with assets having a
book value exceeding One Million Dollars ($1,000,000) (calculated after the
deduction of all assets constituting amounts payable from an Affiliate).

1.39 "Merger" means the merger of Merger Sub with and into Republic
pursuant to the terms and provisions of the Merger Agreement.

1.40 "Merger Agreement" means the Agreement and Plan of Merger
dated as of December 8, 1993 by and among Republic, Company and Merger Sub as
from time to time in effect.

1.41 "Merger Date" means the date that the Merger is consummated.

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1.42 "Merger Sub" means DE Acquisition Corp., a Delaware
corporation.

1.43 "Notes" means the Revolving Note and the Term Note.

1.44 "Notice of Borrowing" is defined in Section 2.1.2.

1.45 "Notice of Continuation" is defined in Section 2.1.2.

1.46 "Obligor" means the Company, each other Borrower, each other
Guarantor and each other Person guaranteeing or granting collateral to secure
any Credit Obligations.

1.47 "Payment Date" means (i) with respect to the Revolving Loan,
the last Banking Day of each March, June, September and December occurring
after the Initial Closing Date, and with (ii) respect to the Term Loan the last
Banking Day of each June and December occurring after the making of the Term
Loan.

1.48 "Person" means any present or future natural person or any
corporation, association, partnership, joint venture, company, business trust,
trust, organization, business or government or any governmental agency or
political subdivision thereof.

1.49 "Pledge and Security Agreement means the Pledge and Security
Agreement of even date hereof among Lender, Borrowers and the other Guarantors,
as from time to time in effect.

1.50 "Prior Credit Agreement" means the Credit Agreement dated as
of July 27, 1992, as in effect on the Initial Closing Date, among Spelling
Entertainment Inc., its Subsidiaries party thereto, The First National Bank of
Boston, as a lender and as agent for the other lenders thereunder, The Bank of
New York, as a lender and co-agent for the other lenders thereunder and
Chemical Bank.

1.51 "Product" has the meaning assigned to that term in the Pledge
and Security Agreement.

1.52 "Product Rights" has the meaning assigned to that term in the
Pledge and Security Agreement.

1.53 "Republic" means Republic Pictures Corporation, a Delaware
corporation.

1.54 "Revolving Loan" is defined in Section 2.1.1.

1.55 "Revolving Note" is defined in Section 2.1.3.

1.56 "Security Documents" means the Pledge and Security Agreement,
the Guaranty, the Copyright Mortgages and Assignments,

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and any other present or future agreements, instruments or documents from time
to time between any Borrower, any other Guarantor, any of their respective
Subsidiaries or Affiliates, or any other Person and Lender relating to the
guaranty of or pledge of a security interest or assignment to secure the
payment and performance of the Credit Obligations, as such agreements,
instruments or documents are from time to time in effect.

1.57 "Stated Amount of Revolving Credit" means, at any date, the
lesser of (a) Seventy Five Million Dollars ($75,000,000) or (b) such lesser
amount (in an integral multiple of $1,000,000) specified by irrevocable written
notice from the Borrowers to the Lender permanently reducing the Stated Amount
of Revolving Credit.

1.58 "Subsidiary" of any Person means any other Person of which
such Person or other specified Person shall at the time, directly or indirectly
through one or more of its Subsidiaries, (a) own at least 50% of the
outstanding capital stock (or other shares of beneficial interest) entitled to
vote generally, (b) hold at least 50% of the partnership, joint venture or
similar interests or (c) be a general partner or joint venturer; provided,
however, that the term Subsidiary shall not include any joint venture.

1.59 "Term Loan" is defined in Section 2.2.1

1.60 "Term Note" is defined in Section 2.2.2

1.61 "Trademark Mortgages and Assignments" has the meaning assigned
to that term in the Pledge and Security Agreement.

1.62 "UCC" means the Uniform Commercial Code as in effect in New
York on the date hereof.

1.63 "Unused Availability" means, at any date, the excess of the
Stated Amount of Revolving Credit over the Revolving Loan.

2. The Credits.

2.1 Revolving Credit.

2.1.1 Revolving Loan. Subject to all of the terms and
conditions of this Agreement and so long as no Default exists, the Lender will
make loans to the Borrowers, who shall borrow on a joint and several basis,
from time to time during the period on and after the Initial Closing Date and
prior to the Final Revolving Loan Maturity Date, in an aggregate principal
amount equal to the amount requested in accordance with Section 2.1.2, but not
to exceed at any time an aggregate amount equal to Stated Amount of Revolving
Credit then in effect. The aggregate principal amount of the loans made
pursuant to this Section 2.1.1 at any time outstanding is referred to as the
"Revolving Loan".

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2.1.2 Borrowing Requests. Revolving Loans will be made to
the Borrowers by the Lender under Section 2.1.1 on any Banking Day on or after
the Initial Closing Date and prior to the Final Revolving Loan Maturity Date.
Not later than noon (New York time) on the fourth Banking Day prior to the
requested Closing Date for any such loan, Company, for and on behalf of all the
Borrowers will give the Lender notice (either written notice, or telephonic
notice promptly confirmed in writing) of their request (a "Notice of
Borrowing") specifying (a) the amount of the requested loan (not less than
$1,000,000 and in integral multiples of $500,000), (b) the requested Closing
Date therefor, and (c) the requested Interest Period; provided that (i)
Interest Periods shall be selected so that there shall be no more than five (5)
Interest Periods outstanding at any time; (ii) no Interest Period with respect
to any Revolving Loan shall expire later than the Final Revolving Loan Maturity
Date; (iii) in the case of immediately successive Interest Periods applicable
to a Revolving Loan continued pursuant to a Notice of Continuation, (or in the
absence of a Notice of Continuation, as provided for in this Section 2.1.2)
each successive Interest Period shall commence on the day on which the next
preceding Interest Period expires; and (iv) in the event Borrowers fail to
specify an Interest Period for any Revolving Loan in the applicable Notice of
Borrowing or Notice of Continuation Borrowers shall be deemed to have selected
an Interest Period of one month. On or before noon New York time on the fourth
Banking Day prior to the expiration of any Interest Period, the Borrowers shall
deliver written notice (a "Notice of Continuation") to Lender which shall
specify (i) the amount of the Revolving Loan to be continued, and (ii) the
requested Interest Period. In lieu of delivering the above-described Notice of
Continuation, Borrowers may give Lender telephonic notice by the required time
of any proposed continuation under this Section 2.1.2; provided that such
notice shall be promptly confirmed in writing by delivery of a Notice of
Continuation to Lender on or before the proposed continuation date. If
Borrowers shall fail to give Lender a Notice of Continuation as provided above,
Borrowers shall be deemed to have given Lender a Notice of Continuation
selecting an Interest Period of one month for the then outstanding principal
amount of the Revolving Loan with respect to which the Interest Period is
expiring. Each such Revolving Loan will be made by depositing the amount
thereof to an account maintained by the Borrowers at a financial institution
located in New York City, New York.

2.1.3 Revolving Note. The Revolving Loan shall be
evidenced by a promissory note in substantially the form of Exhibit 2.1.3 (the
"Revolving Note") payable by the Borrowers (on a joint and several basis) to
the order of the Lender.

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2.2 Term Credit.

2.2.1 Term Loan. Subject to all the terms and conditions
hereof and so long as no Default exists, Lender will lend to Borrowers as a
term loan concurrently with the occurrence of the Effective Time the sum of One
Hundred Million Dollars ($100,000,000). If Borrowers desire that Lender make
the Term Loan, they shall deliver to Lender a written notice no later than noon
(New York time) at least four (4) Banking Days in advance of the proposed
Merger Date specifying the proposed Merger Date (which shall be a Banking Day).
The aggregate principal amount of the loan made pursuant to this Section 2.2.1
at any time outstanding is referred to as the "Term Loan".

2.2.2 Term Note. The Term Loan shall be made by depositing
the amount of such loan either to an account maintained by Borrowers at a
financial institution located in New York City, New York or such other account
at a financial institution located in New York City, New York as Borrowers may
direct in written instructions given to Lender, against delivery to Lender of a
promissory note in substantially the form of Exhibit 2.2.2 (the "Term Note")
payable by the Borrowers (on a joint and several basis) to the order of the
Lender.

2.3 Application of Proceeds.

2.3.1 Revolving Loan. The Borrowers will apply the
proceeds of the Revolving Loan to pay the Indebtedness under the Prior
Agreement, for working capital and for other lawful corporate purposes of the
Company and its Subsidiaries.

2.3.2 Term Loan. The Borrowers will apply the proceeds of
the Term Loan only to pay all or a portion of the Cash Merger Consideration in
connection with the Merger and may not use the proceeds of the Term Loan for
any other purpose.

2.3.3 Specifically Prohibited Applications. The Borrowers
will not, directly or indirectly, apply any part of the proceeds of any
extension of credit made pursuant to the Credit Documents to purchase or to
carry Margin Stock or to any transaction prohibited by any laws or regulations
applicable to the Borrowers.

3. Interest; Fees.

3.1 Interest.

3.1.1 Revolving Loan. Each Revolving Loan shall accrue and
bear daily interest at a rate per annum which shall at all times equal the
Applicable Rate applicable to such Revolving Loan. Prior to any stated or
accelerated maturity of the Revolving Loan, the Borrowers will, on each Payment
Date applicable to the Revolving Loan, pay the accrued and unpaid

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interest on the Revolving Loan. On any stated or accelerated maturity of the
Revolving Loan, the Borrowers will pay all accrued and unpaid interest on the
Revolving Loan.

3.1.2 Term Loan. The Term Loan shall accrue and bear daily
interest at the rate of 6-5/8% per annum. Prior to any stated or accelerated
maturity of the Term Loan, the Borrowers will, on each Payment Date applicable
to the Term Loan, pay the accrued and unpaid interest on the Term Loan. On any
stated or accelerated maturity of the Term Loan, the Borrowers will pay all
accrued and unpaid interest on the Term Loan.

3.1.3 Interest on Overdue Amounts. The Borrowers will on
demand pay daily interest (including post-petition interest in any proceeding
under applicable bankruptcy laws) on any overdue installments of principal and,
to the extent not prohibited by applicable law, on any overdue installments of
interest and fees owed under any Credit Document at a rate per annum which
equals the sum of 2% plus the highest Applicable Rate then in effect.

3.1.4 Limitation by Applicable Law. Anything in this
Agreement or the Notes to the contrary notwithstanding, the interest rates on
the Loans shall in no event be in excess of the maximum permitted by applicable
law.

3.2 Fees.

3.2.1 Commitment Fees. In consideration of the Lender's
commitments to make the extensions of credit provided for in Section 2.1, while
such commitments are outstanding, the Borrowers (jointly and severally) will
pay to the Lender, on each Payment Date applicable to the Revolving Loan, a
commitment fee equal to daily interest at the rate of .175% per annum on the
amount by which (a) the daily Stated Amount of Revolving Credit during the
three-month period or portion thereof ending on such date exceeded (b) the
daily Revolving Loans outstanding during such period or portion thereof;
provided, however, that the commitment fee due on the last Banking Day of
March, 1994 shall be for the period beginning on the Initial Closing Date and
ending on such last Banking Date.

3.2.2 Facility Fee. Borrowers (jointly and severally)
agree to pay to Lender, payable annually in advance on the Initial Closing Date
and each annual anniversary thereafter, a facility fee equal to Three Hundred
Fifty Thousand Dollars ($350,000) per annum (i.e., .20% of $175,000,000). If
Borrowers permanently and irrevocably terminate Lender's obligations to make
the Revolving Loans and Term Loans hereunder and Borrowers repay all Credit
Obligations hereunder and under the other Credit Documents, then Lender agrees
to repay to Borrowers a portion of the annual facility fee paid to Lender
pursuant to this Section 3.2.2 with respect to the applicable one year period,

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pro-rated on the basis of a 360-day year for the actual number of days
remaining in the year.

3.2.3 Annual Administrative Fee. Borrowers (jointly and
severally) agree to pay Lender an annual administrative fee equal to $15,000 on
the Initial Closing Date and on each anniversary thereafter prior to the Final
Revolving Loan Maturity Date.

3.3 Computations of Interest and Fees. For purposes of this
Agreement, interest and fees (and any amount expressed as interest or such
fees) shall be computed on a daily basis and on the basis of a 360-day year for
the actual number of days elapsed. In computing interest on any Loan, the date
of the making of such Loan or the first day of an Interest Period applicable to
such Loan shall be included, and the date of payment of such Loan shall be
excluded; provided that if a Loan is repaid on the same day on which it is
made, one day's interest shall be paid on that Loan.

4. Payment.

4.1 Payment at Maturity. On the stated or any accelerated
maturity of the Notes, the Borrowers will pay to the Lender for credit to the
applicable Note an amount equal to the principal evidenced by the applicable
Note then due, together with all accrued and unpaid interest thereon and all
other Credit Obligations in respect thereof then outstanding.

4.2 Contingent Required Prepayments. If at any time the aggregate
of the Revolving Loans outstanding exceeds the Stated Amount of Revolving
Credit then in effect, the Borrowers will promptly pay the amount of such
excess to Lender.

4.3 Voluntary Prepayments. In addition to the prepayments
required by Section 4.2, the Borrowers may from time to time prepay all or any
portion of the Revolving Loan, without premium. The Borrower making such a
prepayment shall give the Lender at least four (4) Banking Days' prior notice
of its intention to prepay, specifying the date of payment, the total principal
amount of the Revolving Loan to be paid on such date and the amount of interest
to be paid with such prepayment. The Borrowers may from time to time prepay
all or any portion of the Term Loan (in a minimum amount of $1,000,000 and in
integral multiples of $500,000), without premium. The Borrowers making such a
prepayment shall give Lender at least thirty (30) Banking Days' prior notice of
their intention to prepay, specifying the date of payment, the total principal
amount of the Term Loan to be paid on such date and the amount of interest to
be paid with such prepayment.

4.4 Reborrowing. The amounts of the Revolving Loan repaid or
prepaid pursuant to Section 4.3 may be reborrowed from

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time to time prior to the Final Revolving Loan Maturity Date in accordance with
Section 2.1. Amounts of the Term Loan repaid or prepaid pursuant to Section
4.3 may not be reborrowed.

4.5 Payment with Accrued Interest. Upon all prepayments of the
Loans, the Borrower making the prepayment shall pay to the Lender the principal
amount to be prepaid together with unpaid interest in respect thereof accrued
to the date of prepayment. Notice of prepayment having been given in
accordance with Section 4.3 and whether or not notice is given of prepayments
pursuant to Section 4.2, the amount specified to be prepaid shall become due
and payable on the date specified for prepayment.

4.6 Payments. The Borrowers shall make each payment of principal,
interest and fees hereunder and under the Notes, without defense, setoff or
counterclaim, not later than 12 noon, New York time, on the day when due in
lawful money of the United States of America to the Lender at an account of the
Lender designated from time to time in immediately available funds.

4.7 Payment on Non-Banking Days. Whenever any payment to be made
hereunder or under the Notes shall be stated to be due on a day that is not a
Banking Day, such payment may be made on the next succeeding Banking Day, and
with respect to payments of principal, interest thereon shall be payable at the
then applicable rate during such extension.

5. Conditions to Extending Credit.

5.1 Conditions on Initial Closing Date. The obligations of Lender
to make any Loan pursuant to Section 2 shall be subject to the satisfaction, on
or before the Initial Closing Date, of the following conditions, in addition to
the conditions set forth in Section 5.3:

5.1.1 Notes. The Borrowers shall have executed the Notes
and delivered them to the Lender.

5.1.2 Guaranty. Each of the Borrowers and the other
Guarantors shall have entered into a Guaranty in form and substance
satisfactory to Lender pursuant to which each Guarantor shall jointly and
severally guaranty payment of all Credit Obligations and pursuant to which they
shall agree to make contributions among themselves with respect to payments
made in accordance with their respective guarantees of the Credit obligations.

5.1.3 Payment of Fees. The Company shall have paid to the
Lender a closing fee in the amount of $200,000.

5.1.4 Termination of Prior Credit Agreement. The Prior
Credit Agreement shall have been terminated, all the security interests
relating thereto shall no longer be effective and

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provisions satisfactory to the Lender for the release of record and the
reassignment of financing statements, instruments and documents which were
executed in order to perfect such security interests shall have been made.

5.1.5 Perfection of Security. Each Obligor shall have duly
authorized, executed, acknowledged, delivered, filed, registered and recorded
such security agreements, notices, financing statements, Security Documents,
and other instruments as the Lender may have requested in order to perfect the
security interests and encumbrances purported or required pursuant to the
Credit Documents to be created in the Credit Security.

5.1.6 Board Resolutions. Lender shall have received a copy
of the resolutions of the Board of Directors of the Company and the resolutions
of an independent, disinterested committee of the Board of Directors of the
Company, each in form and substance satisfactory to Lender approving and
authorizing the execution, delivery and performance of the Credit Documents and
the transactions contemplated thereunder, each certified as of the Initial
Closing Date by the secretary or an assistant secretary of the Company.

5.2 Conditions to the Term Loan. The obligations of Lender to
make the Term Loan pursuant to Section 2.2 shall be subject to the concurrent
consummation of the Merger and the satisfaction of the conditions in Sections
5.1 and 5.3.

5.3 Conditions to Each Extension of Credit. The obligations of
Lender to make any Loan pursuant to Section 2 shall be subject to the
satisfaction, on or before the Closing Date for such Loan, of the following
conditions:

5.3.1 Proper Proceedings. This Agreement, each other
Credit Document and the transactions contemplated hereby and thereby shall have
been authorized by all necessary proceedings of each Obligor and any of their
respective Affiliates party thereto. All necessary consents, approvals and
authorizations of any governmental or administrative agency or any other Person
of any of the transactions contemplated hereby or by any other Credit Document
shall have been obtained and shall be in full force and effect. Lender shall
have received copies of all documents that Lender may have reasonably requested
in connection with the foregoing.

5.3.2 No Default. No Default shall have occurred and be
continuing, or would result from such borrowing.

5.3.3 Representations and Warranties. All representations
and warranties contained in this Agreement and the other Credit Documents shall
be true and correct in all material respects on the date of such Loan to the
same extent as though made on and as of that date.

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6. Covenants.

6.1 Non-Borrower Subsidiaries. Each of the Borrowers covenants
that, until all of the Credit Obligations shall have been paid in full and
until Lender's commitments to extend credit under this Agreement and any other
Credit Document shall have been irrevocably terminated, it and its respective
present and future Subsidiaries (including, without limitation, Republic and
Republic's Subsidiaries following consummation of the Merger) will cause any
present and future Material Subsidiary (including, without limitation, Republic
and Republic's Material Subsidiaries following consummation of the Merger) to
become a Borrower hereunder (other than a Material Subsidiary organized under
the laws of a jurisdiction outside of the United States which is prohibited
under applicable foreign law from guaranteeing the Credit Obligations) by
executing a joinder to this Agreement, the Security Documents and such other
documents as the Lender may reasonably request.

6.2 Disposition of Assets. Neither the Company nor any of its
Subsidiaries will sell, lease, license, convey or otherwise dispose of, in one
transaction or a series of transactions, all or a substantial part of its
business or assets whether now owned or hereafter acquired; provided, however,
that Company and its Subsidiaries may sell, distribute or otherwise exploit
Product and Product Rights in the ordinary course of business.

7. Representations and Warranties.

7.1 Borrower's Representations and Warranties. In order to induce
the Lender to extend credit to the Borrowers hereunder, each of the Borrowers
jointly and severally represents and warrants that:

7.1.1 Organization, Etc. Each Borrower is a duly organized
and validly existing corporation, in good standing under the laws of the state
of its incorporation, with all power and authority, corporate or otherwise,
necessary to (a) enter into and perform this Agreement and each other Credit
Document to which it is party, (b) guarantee the Credit Obligations, (c) grant
the Lender the security interests in the Credit Security owned by it to secure
the Credit Obligations and (d) own its properties and carry on the business now
conducted or proposed to be conducted by it. Each Borrower has taken all
corporate action required to execute, deliver and perform this Agreement and
each other Credit Document to which it is party.

7.1.2 No Legal Obstacle to Agreements. Neither the
execution and delivery of this Agreement or any other Credit Document, nor the
making of any borrowings hereunder, nor the guaranteeing of the Credit
Obligations, nor the securing of the Credit Obligations with the Credit
Security, nor the fulfillment

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of the terms hereof or of any other Credit Document, has constituted or
resulted in or will constitute or result in:

(a) any breach or termination of the
provisions of any agreement, instrument, deed or lease to which the
Company or any of its Subsidiaries is a party or by which it is bound;

(b) the violation of any law, statute,
judgment, decree or governmental order, rule or regulation applicable
to the Company or any of its Subsidiaries;

(c) the creation under any agreement,
instrument, deed or lease of any Lien (other than Liens on the Credit
Security which secure the Credit Obligations) upon any of the assets
of the Company or any of its Subsidiaries; or

(d) any redemption, retirement or other
repurchase obligation of the Company or any of its Subsidiaries under
any Articles, By-law, agreement, instrument, deed or lease.

Other than filings to perfect the security interests in the Credit Security, no
approval, authorization or other action by, or declaration to or filing with,
any governmental or administrative authority or any other Person is required to
be obtained or made by the Company or any Subsidiary in connection with the
execution, delivery and performance of this Agreement, the Notes or any other
Credit Document, or the making of any borrowing hereunder.

7.1.3 Defaults. Neither the Company nor any of its
Subsidiaries is in default under any provision of its Articles or By-laws or of
this Agreement or any other Credit Document. Neither the Company nor any of
its Subsidiaries is in default under any provision of any agreement,
instrument, deed or lease to which it is party or by which it or its property
is bound, or has violated any law, judgment, decree or governmental order, rule
or regulation, in each case, so as to result, or pose a material risk of
resulting, in any Material Adverse Change.

7.1.4 Validity. Each of the Credit Documents has been duly
executed and delivered by each Obligor and is the legally valid and binding
obligation of each Obligor, enforceable against each Obliger in accordance with
its respective terms; except in each case as such enforceability may be limited
by bankruptcy, insolvency, reorganization, liquidation, moratorium or other
similar laws of general application and equitable principles relating to or
affecting creditors' rights.

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7.1.5 No Material Adverse Change. No event or change has
occurred that represents, either in any case or in the aggregate, a Material
Adverse Change.

7.1.6 Material Subsidiaries. Attached hereto as Schedule
7.1.6 is a true and complete list of all Persons who are Material Subsidiaries
of Spelling Entertainment Inc.

7.2 Lender's Representations and Warranties. In order to induce
the Borrowers to enter into this Agreement and the other Credit Documents,
Lender represents and warrants that:

7.2.1 Organization, Etc. Lender is a duly organized and
validly existing corporation, in good standing under the laws of the state of
its incorporation, with all power and authority, corporate or otherwise,
necessary to enter into and perform this Agreement and each other Credit
Document to which it is party. Lender has taken all corporate action required
to execute, deliver and perform this Agreement and each other Credit Document
to which it is party.

7.2.2 Validity. Each of the Credit Documents to which
Lender is a party has been duly executed and delivered by Lender and is the
legally valid and binding obligation of Lender, enforceable against Lender in
accordance with its respective terms; except in each case as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium or other similar laws of general application and
equitable principles relating to or affecting creditors' rights.

8. Defaults.

8.1 Events of Default. The following events are referred to as
"Events of Default":

8.1.1 Any Borrower shall fail to make any payment in
respect of: (a) interest on any of the Credit Obligations owed by it as the
same shall become due and payable, and such failure shall continue for a period
of five consecutive days, or (b) any fee on, or any expense or indemnity in
respect of, any of the Credit Obligations as the same shall become due and
payable and such failure shall continue for a period of five consecutive days
after notice thereof by the Lender to the Company, or (c) principal of any of
the Credit Obligations owed by it as the same shall become due, whether at
maturity or by acceleration or otherwise.

8.1.2 The Company or any of its Subsidiaries or any of
their respective Affiliates party to any Credit Document shall fail to perform
or observe any other covenant, agreement or provision to be performed or
observed by it under this Agreement or any other Credit Document, and such
failure shall not be cured within 30 days after notice thereof by Lender to the
Company.

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8.1.3 Any material representation or material warranty of
or with respect to the Company, any of its Subsidiaries or any of their
respective Affiliates party to any Credit Document made to Lender in, pursuant
to or in connection with this Agreement or any other Credit Document shall be
materially false on the date as of which it was made.

8.1.4 (a) The Company or any of its Subsidiaries
shall fail to make any payment when due (after giving effect to any
applicable grace periods) in respect of any Financing Debt (other than
the Credit Obligations) outstanding in an aggregate amount of
principal and accrued and unpaid interest exceeding $1,000,000;

(b) The Company or any of its Subsidiarie shall
fail to perform or observe the terms of any agreement relating to such
Financing Debt, and such failure or condition shall continue, without
having been duly cured, waived or consented to, beyond the period of
grace, if any, specified in such agreement, and such failure or
condition shall permit the acceleration of such Financing Debt in an
aggregate amount of principal and accrued and unpaid interest
exceeding $1,000,000;

(c) any such Financing Debt of the Company or
any of its Subsidiaries in an aggregate amount of principal and
accrued and unpaid interest exceeding $1,000,000 shall be accelerated
or become due or payable prior to its stated maturity for any reason
whatsoever (other than voluntary prepayments thereof);

(d) any lien on any property of the Company or
any of its Subsidiaries securing any such Financing Debt in an
aggregate amount of principal and accrued and unpaid interest
exceeding $1,000,000 shall be enforced by foreclosure or similar
action; or

(e) any holder of any such Financing Debt in
an aggregate amount of principal and accrued and unpaid interest
exceeding $1,000,000 shall exercise any right of rescission with
respect to the issuance thereof.

8.1.5 Any Credit Document shall cease, for any reason
(other than the scheduled termination thereof in accordance with its terms), to
be in full force and effect; or the Company, any of its Subsidiaries or any of
their respective Affiliates party thereto shall so assert in a judicial or
similar proceeding; or the security interests created by this Agreement and the
other Credit Documents shall cease to be enforceable and of the same effect and
priority purported to be created hereby, except solely as a result of failure
by the Lender to file continuation statements with respect to financing
statements or

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to take other similar administrative steps within its sole control.

8.1.6 A final judgment:

(a) which, with other outstanding final
judgments against the Company and any of its Subsidiaries, exceeds an
aggregate of $3,000,000 shall be rendered against the Company or any
of its Subsidiaries or Affiliates party to any Credit Document, or

(b) which grants injunctive relief that
results in, or poses a material risk of resulting in, a Material
Adverse Change shall be rendered,

and if, within 60 days after entry thereof, such judgment shall not have been
discharged or execution thereof stayed pending appeal, or if, within 60 days
after the expiration of any such stay, such judgment shall not have been
discharged.

8.1.7 The Company, any of its Material Subsidiaries or any
of their respective Affiliates obligated with respect to any Credit Obligation
shall:

(a) commence a voluntary case under the
Bankruptcy Code or authorize, by appropriate proceedings of its board
of directors or other governing body, the commencement of such a
voluntary case;

(b) have filed against it a petition
commencing an involuntary case under the Bankruptcy Code which shall
not have been dismissed within 60 days after the date on which such
petition is filed; or file an answer or other pleading within such
60-day period admitting or failing to deny the material allegations of
such a petition or seeking, consenting to or acquiescing in the relief
therein provided;

(d) seek relief as a debtor under any
applicable law, other than the Bankruptcy Code, of any jurisdiction
relating to the liquidation or reorganization of debtors, or to the
modification or alteration of the rights of creditors, or consent to
or acquiesce in such relief;

(e) have entered against it an order by a
court of competent jurisdiction (i) finding it to be bankrupt or
insolvent, (ii) ordering or approving its liquidation, reorganization
or any modification or alteration of the rights of its creditors or
(iii) assuming custody of, or

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appointing a receiver or other custodian for, all or a substantial
portion of its property; or

(f) make an assignment for the benefit of, or
enter into a composition with, its creditors, or appoint, or consent
to the appointment of, or suffer to exist a receiver or other
custodian for, all or a substantial portion of its property.

8.1.8 Lender and its Affiliates shall cease to beneficially
own and control a majority of the issued and outstanding shares of capital
stock of Company entitled (without regard to the occurrence of any contingency)
to vote for the election of members of the board of directors of Company.

8.1.9 Lender shall fail to make any payment when due in
respect of or should otherwise be in breach or default of (in each case, after
giving effect to any applicable grace period) the Blockbuster Credit Facility.

8.2 Certain Actions Following an Event of Default. If any one or
more Events of Default shall occur and be continuing, then in each and every
such case:

8.2.1 No Obligation to Extend Credit. Lender may terminate
the obligations of Lender to make any further extensions of credit under the
Credit Documents by furnishing notice thereof to the Borrowers; provided,
however, that the obligations of Lender to make any further extensions of
credit under the Credit Documents shall automatically terminate without notice
to the Borrowers upon the occurrence of a Bankruptcy Default.

8.2.2 Specific Performance; Exercise of Rights. Lender may
proceed to protect and enforce Lender's rights by suit in equity, action at law
and/or other appropriate proceeding, either for specific performance of any
covenant or condition contained in this Agreement or any other Credit Document
or in any instrument or assignment delivered to the Lender pursuant to this
Agreement or any other Credit Document, or in aid of the exercise of any power
granted in this Agreement or any other Credit Document or any such instrument
or assignment.

8.2.3 Acceleration. Lender may, by notice in writing to
the Borrowers, declare all or any part of the unpaid balance of the Credit
Obligations then outstanding to be immediately due and payable, and thereupon
such unpaid balance or part thereof shall become so due and payable without
presentation, protest or further demand or notice of any kind, all of which are
hereby expressly waived; provided, however, that if a Bankruptcy Default shall
have occurred, the unpaid balance of the Credit Obligations shall automatically
become immediately due and payable; provided, however, that if an Event of
Default described

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in Section 8.1.9 has occurred and is continuing but at the applicable time of
determination the Indebtedness incurred under the Blockbuster Credit Facility
has not been accelerated, then Lender may not by reason of such Event of
Default, declare all or any part of the unpaid balance of the Credit
Obligations then outstanding to be immediately due and payable until such time,
if ever, that the Indebtedness under the Blockbuster Credit Facility is
accelerated.

8.2.4 Enforcement of Payment; Setoff. Lender may proceed
to enforce payment of the Credit Obligations in such manner as it may elect and
to realize upon any and all rights in the Credit Security. Lender may offset
and apply toward the payment of the Credit Obligations (and/or toward the
curing of any Event of Default) any Indebtedness from Lender to the respective
Obligors, regardless of the adequacy of any security for the Credit
Obligations. Lender shall have no duty to determine the adequacy of any such
security in connection with any such offset.

8.2.5 Cumulative Remedies. To the extent not prohibited by
applicable law which cannot be waived, all of the Lender's rights hereunder and
under each other Credit Document shall be cumulative.

8.3 Annulment of Defaults. Any Default or Event of Default shall
be deemed to exist and to be continuing for any purpose of this Agreement until
such Default or Event of Default has been completely cured in every respect or
the Lender shall have waived such Default or Event of Default in writing or
entered into an amendment to this Agreement which by its express terms cures
such Default or Event of Default. No such action by the Lender shall extend to
or affect any subsequent Default or Event of Default or impair any rights of
the Lender upon the occurrence thereof. The making of any extension of credit
during the existence of any Default or Event of Default shall not constitute a
waiver thereof.

8.4 Waivers. Each of the Borrowers waives to the extent not
prohibited by the provisions of applicable law that cannot be waived:

(a) all presentments, demands for performance,
notices of nonperformance (except to the extent required by the
provisions of this Agreement or any other Credit Document), protests,
notices of protest and notices of dishonor;

(b) any requirement of diligence or promptness
in the part of Lender in the enforcement of its rights under this
Agreement, the Notes or any other Credit Document;

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(c) any and all notices of every kind and
description which may be required to be given by any statute or rule
of law.

9. Expenses; Indemnity.

9.1 Expenses. Whether or not the transactions contemplated hereby
shall be consummated (unless such transactions are not consummated solely by
reason of the gross negligence or willful misconduct of Lender), the Borrowers
will pay:

(a) all reasonable expenses of Lender
(including the reasonable fees, expenses and disbursements of counsel
to Lender including allocated costs of internal counsel) in connection
with the preparation, negotiation, execution, delivery and
administration of this Agreement, each other Credit Document, the
transactions contemplated hereby and thereby and operations hereunder
and thereunder;

(b) all recording and filing fees and transfer
and documentary stamp and similar taxes at any time payable in respect
of this Agreement, any other Credit Document, any Credit Security or
the incurrence of the Credit Obligations; and

(c) to the extent not prohibited by applicable
law that cannot be waived, all other reasonable expenses incurred by
Lender or the holder of any Credit Obligation in connection with the
enforcement of any rights hereunder or under any other Credit
Document, including costs of collection and reasonable attorneys' fees
(including a reasonable allowance for the hourly cost of attorneys
employed by Lender on a salaried basis) and expenses.

9.2 General Indemnity. The Borrowers will, jointly and severally,
indemnify Lender and hold Lender harmless from any liability, loss or damage
resulting from the violation by the Borrowers of Section 2.3. The Borrowers
will also, jointly and severally, indemnify Lender, each of the Lender's
directors, officers, employees, attorneys, and Affiliates and each Person, if
any, who controls Lender (Lender and each of such directors, officers,
employees and Affiliates and control Persons is referred to as an "Indemnified
Party") and hold each of them harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, claims, costs, expenses and disbursements of any kind or nature
whatsoever (including, without limitation, the reasonable fees and
disbursements of counsel (including allocated costs of internal counsel) for
such Indemnified Party in connection with any investigative, administrative or
judicial proceeding commenced or threatened, whether or not such Indemnified
Party shall be designated a party thereto), that may be imposed on, incurred
by, or asserted against that Indemnified Party, in any

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manner relating to or arising out of this Agreement or the other Credit
Documents, Lender's agreement to make the Loans as provided herein, or the use
or intended use of the proceeds of any of the Loans hereunder (the "Indemnified
Liabilities"); provided that Borrowers shall have no obligation to an
Indemnified Party hereunder with respect to Indemnified Liabilities arising
from (i) the gross negligence or willful misconduct of that Indemnified Party
or (ii) an investigative proceeding related primarily to the activities of
Lender. To the extent that the undertaking to indemnify, pay and hold harmless
set forth in the preceding sentence may be unenforceable because it is
violative of any law or public policy, and Borrower shall contribute the
maximum portion that it is permitted to pay and satisfy under applicable law,
to the payment and satisfaction of all Indemnified Liabilities incurred by the
Indemnified Parties or any of them. The indemnities contained in this
subsection shall survive the termination of the other provisions of this
Agreement, shall constitute separate and independent obligations of each
Borrower from its other obligations under this Agreement and shall give rise to
separate and independent causes of action against each Borrower.

10. Successors and Assigns. Any reference in this Agreement to any of the
parties hereto shall be deemed to include the successors and assigns of such
party, including without limitation any assignee or transferee of any of the
Loans, and all covenants and agreements by or on behalf of the Borrowers or
Lender that are contained in this Agreement shall bind and inure to the benefit
of their respective successors and assigns; provided, however, that the Company
and its Subsidiaries may not assign their rights or obligations under this
Agreement.

11. Notices. Except as otherwise specified in this Agreement, any notice
required to be given pursuant to this Agreement shall be given in writing. Any
notice, demand or other communication in connection with this Agreement shall
be deemed to be given if given in writing (including telex, telecopy or similar
teletransmission) addressed as provided below (or to the addressee at such
other address as the addressee shall have specified by notice actually received
by the addressor), and if either (a) actually delivered in fully legible form
to such address (evidenced in the case of a telex by receipt of the correct
answer back) or (b) in the case of a letter, five days shall have elapsed after
the same shall have been deposited in the United States mails, with first-class
postage prepaid and registered or certified.

If to the Company or any of its Subsidiaries, to it in care of the
Company at its address set forth on the signature page hereof, to the attention
of the chief financial officer.

If to Lender, to it at its address set forth on the signature page of
this Agreement, to the attention of the chief

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financial officer with a copy to the assistant treasurer and director of cash
management.

12. Course of Dealing; Amendments and Waivers. No course of dealing
between Lender, on one hand, and the Company or any of its Subsidiaries or
their respective Affiliates, on the other hand, shall operate as a waiver of
any of Lender's rights under this Agreement or any other Credit Document or
with respect to the Credit Obligations. Each of the Company and its
Subsidiaries acknowledges that if the Lender, without being required to do so
by this Agreement or any other Credit Document, gives any notice or information
to, or obtains any consent from, any of the Company and its Subsidiaries or any
of their respective Affiliates, Lender shall not by implication have amended,
waived or modified any provision of this Agreement or any other Credit
Document, or created any duty to give any such notice or information or to
obtain any such consent on any future occasion. No delay or omission on the
part of Lender in exercising any right under this Agreement or any other Credit
Document or with respect to the Credit Obligations shall operate as a waiver of
such right or any other right hereunder or thereunder. A waiver on any one
occasion shall not be construed as a bar to or waiver of any right or remedy on
any future occasion. No waiver, consent or amendment with respect to this
Agreement or any other Credit Document shall be binding unless it is in writing
and signed by Lender.

13. Venue; Service of Process. Each of the Borrowers:

(a) Irrevocably submits to the nonexclusive
jurisdiction of the state and federal courts located in the States of
New York, Florida and California for the purpose of any suit, action
or other proceeding arising out of or based upon this Agreement or any
other Credit Document or the subject matter hereof or thereof.

(b) Waives to the extent not prohibited by
applicable law, and agrees not to assert, by way of motion, as a
defense or otherwise, in any such proceeding brought in any of the
above-named courts, any claim that it is not subject personally to the
jurisdiction of such court, that its property is exempt or immune from
attachment or execution, that such proceeding is brought in an
inconvenient forum, that the venue of such proceeding is improper, or
that this Agreement or any other Credit Document, or the subject
matter hereof or thereof, may not be enforced in or by such court.

Each of the Borrowers and the Lender consents to service of process in any such
proceeding in any manner permitted by applicable state or federal law and
agrees that service of process by registered or certified mail, return receipt

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requested, at its address specified in or pursuant to Section 11 is reasonably
calculated to give actual notice.

14. General. All covenants, agreements, representations and warranties
made in this Agreement or any other Credit Document or in certificates
delivered pursuant hereto or thereto shall be deemed to have been relied on by
Lender, notwithstanding any investigation made by Lender on its behalf, and
shall survive the execution and delivery to the Lender hereof and thereof. The
invalidity or unenforceability of any other provision hereof shall not affect
the validity or enforceability of any other provision hereof. The headings in
this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof. This Agreement and the other Credit
Documents constitute the entire understanding of the parties with respect to
the subject matter hereof and thereof and supersede all prior and current
understandings and agreements, whether written or oral. Section 9 shall
survive the termination of this Agreement. This Agreement may be executed in
any number of counterparts which together shall constitute one instrument.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS (OTHER THAN THE CONFLICT OF LAWS RULES) OF THE STATE OF NEW YORK.

15. Negotiations Regarding Possible Extension of Final Revolving Loan
Maturity Date. If prior to March 31, 1997, the Blockbuster Credit Facility is
terminated, repaid or restructured (other than due to an acceleration of
Blockbuster's obligations thereunder) so as to result in an increased cost of
funds to Lender, then for a period of one hundred twenty (120) days thereafter
Lender and Borrowers will negotiate in good faith to reset the interest rates
and fees applicable to the Revolving Loans hereunder in order to take into
account Lender's increased cost of funds.

(Remainder of page intentionally left blank)

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Each of the undersigned has caused this Agreement to be executed and
delivered by its duly authorized officer as an agreement under seal as of the
date first above written.

BORROWERS

SPELLING ENTERTAINMENT GROUP INC.

By:_________________________________
Title:

One Blockbuster Plaza
200 South Andrews Avenue
Fort Lauderdale, Florida 33301

SPELLING ENTERTAINMENT INC.

By:_________________________________
Title:

5700 Wilshire Boulevard
Los Angeles, California 90036

AARON SPELLING PRODUCTIONS, INC.
LAUREL ENTERTAINMENT, INC.
SPELLING FILMS INTERNATIONAL, INC.
SPELLING TELEVISION INC.
TORAND PRODUCTIONS INC.
WORLDVISION ENTERPRISES, INC.
HAMILTON PROJECTS, INC.
LAUREL TV, INC.
LAUREL-KING, INC.
LAUREL EFX, INC.
LAUREL PICTURES INC.

By:_________________________________
As an authorized officer of each
each of the foregoing corporations

5700 Wilshire Boulevard
Los Angeles, California 90036

S-1
33
LENDER

BLOCKBUSTER ENTERTAINMENT CORPORATION

By:____________________________
Title:

One Blockbuster Plaza
200 South Andrews Avenue
Fort Lauderdale, Florida 33301

S-2
34
EXHIBIT 2.1.3

REVOLVING NOTE

$75,000,000 as of January 31, 1994

FOR VALUE RECEIVED, each of the undersigned, Spelling Entertainment
Group Inc., a Florida corporation (the "Company"), and certain of its
subsidiaries listed on the signature page hereof (together with the Company,
the "Borrowers"), jointly and severally, hereby promises to pay Blockbuster
Entertainment Corporation (the "Lender") or order, on the Final Revolving Loan
Maturity Date (as defined in the Credit Agreement referred to below), the
aggregate unpaid principal amount of the loans made by the Lender to the
Borrowers pursuant to the Credit Agreement. The Borrowers jointly and
severally promise to pay daily interest, computed as provided in such Credit
Agreement, on the aggregate principal amount of such loans from time to time
unpaid at the per annum rate applicable to such unpaid principal amount as
provided in such Credit Agreement and to pay interest on overdue principal and,
to the extent not prohibited by applicable law, on overdue installments of
interest and fees at the rate specified in such Credit Agreement, all such
interest being payable at the times specified in such Credit Agreement, except
that all accrued interest shall be paid at the stated or accelerated maturity
hereof or upon the prepayment in full hereof.

Payments hereunder shall be made to Lender at such account of Lender
as is specified by Lender in writing from time to time.

This Revolving Note evidences borrowings under, and is entitled to the
benefits and security of, and is subject to the provisions of, the Credit
Agreement dated as of January 31, 1994, as from time to time in effect (the
"Credit Agreement"), among the Borrowers and Lender and the Security Documents
(as defined in the Credit Agreement). The principal of this Revolving Note is
prepayable in the amounts and under the circumstances set forth in the Credit
Agreement, and may be prepaid in whole or from time to time in part, all as set
forth in the Credit Agreement. Terms defined in the Credit Agreement and not
otherwise defined herein are used herein with the meanings so defined.

In case an Event of Default shall occur and be continuing, the entire
principal of this Revolving Note may become or be declared due and payable in
the manner and with the effect provided in the Credit Agreement.

Exhibit 2.1.3
1

35
THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS (OTHER THAN THE CONFLICT OF LAWS RULES) OF THE STATE OF NEW YORK.

The parties hereto, including the Borrowers and all guarantors and
endorsers, hereby waive presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance
and enforcement of this Revolving Note, except as specifically otherwise
provided in the Credit Agreement, and assent to extensions of time of payment,
or forbearance or other indulgence without notice.

SPELLING ENTERTAINMENT GROUP INC.

By:_______________________________
Title:

SPELLING ENTERTAINMENT INC.

By:_______________________________
Title:

By:_______________________________
As an authorized officer of
each of the foregoing
corporations

Exhibit 2.1.3
2

36
EXHIBIT 2.2.2

TERM NOTE

$100,000,000 as of January 31, 1994

FOR VALUE RECEIVED, each of the undersigned, Spelling Entertainment
Group Inc., a Florida corporation (the "Company"), and certain of its
subsidiaries listed on the signature page hereof (together with the Company,
the "Borrowers"), jointly and severally, hereby promises to pay Blockbuster
Entertainment Corporation (the "Lender") or order, on the Final Term Loan
Maturity Date (as defined in the Credit Agreement referred to below), the
aggregate unpaid principal amount of the Term Loan made by the Lender to the
Borrowers pursuant to the Credit Agreement. The Borrowers jointly and
severally promise to pay daily interest, computed as provided in such Credit
Agreement, on the aggregate principal amount of such loans from time to time
unpaid at the per annum rate applicable to such unpaid principal amount as
provided in such Credit Agreement and to pay interest on overdue principal and,
to the extent not prohibited by applicable law, on overdue installments of
interest and fees at the rate specified in such Credit Agreement, all such
interest being payable at the times specified in such Credit Agreement, except
that all accrued interest shall be paid at the stated or accelerated maturity
hereof or upon the prepayment in full hereof.

Payments hereunder shall be made to Lender at such account of Lender
as is specified by Lender in writing from time to time.

This Term Note evidences borrowings under, and is entitled to the
benefits and security of, and is subject to the provisions of, the Credit
Agreement dated as of January 31, 1994, as from time to time in effect (the
"Credit Agreement"), among the Borrowers and Lender and the Security Documents
(as defined in the Credit Agreement). The principal of this Term Note is
prepayable in the amounts and under the circumstances set forth in the Credit
Agreement, and may be prepaid in whole or from time to time in part, all as set
forth in the Credit Agreement. Terms defined in the Credit Agreement and not
otherwise defined herein are used herein with the meanings so defined.

In case an Event of Default shall occur and be continuing, the entire
principal of this Term Note may become or be declared due and payable in the
manner and with the effect provided in the Credit Agreement.

Exhibit 2.2.2
1

37
THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS (OTHER THAN THE CONFLICT OF LAWS RULES) OF THE STATE OF NEW YORK.

The parties hereto, including the Borrowers and all guarantors and
endorsers, hereby waive presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance
and enforcement of this Term Note, except as specifically otherwise provided in
the Credit Agreement, and assent to extensions of time of payment, or
forbearance or other indulgence without notice.

SPELLING ENTERTAINMENT GROUP INC.

By:_______________________________
Title:

SPELLING ENTERTAINMENT INC.

By:_______________________________
Title:

By:_______________________________
As an authorized officer of
each of the foregoing
corporations

Exhibit 2.2.2
2
38
SCHEDULE 7.1.6

MATERIAL SUBSIDIARIES OF SPELLING ENTERTAINMENT INC.

Aaron Spelling Productions, Inc.
Laurel Entertainment, Inc.
Spelling Films International, Inc.
Spelling Television Inc.
Torand Productions Inc.
Worldvision Entertainment, Inc.
Hamilton Projects, Inc.
Laurel TV, Inc.
Laurel-King, Inc.
Laurel EFX, Inc.
Laurel Pictures Inc.

Schedule 7.1.6
3