1
EXHIBIT 4.1

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SPELLING ENTERTAINMENT GROUP INC.

AND ITS SUBSIDIARIES, AS BORROWERS

AMENDED AND RESTATED

CREDIT AGREEMENT

DATED AS OF JANUARY 31, 1995

VIACOM INC., AS LENDER

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TABLE OF CONTENTS

Page

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 . . . . . . . . . . . . . . . . . . . . . . . . 8
2.1.3 Revolving Note . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.2 Term Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.2.1 Term Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.2.2 Term Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.3 Conversion/Continuation Option . . . . . . . . . . . . . . . . . . . . . . 9
2.4 Application of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.4.1 Revolving Loan . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.4.2 Specifically Prohibited Applications . . . . . . . . . . . . . . . 10

3. Interest; Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.1 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.1.2 Interest on Overdue Amounts . . . . . . . . . . . . . . . . . . . 11
3.1.3. 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 . . . . . . . . . . . . . . . . . . . . 11
3.3 Computations of Interest and Fees . . . . . . . . . . . . . . . . . . . . 11
3.4 Break-Funding Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 . . . . . . . . . . . . . . . . . . . . . . 12
4.6 Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.7 Payment on Non-Banking Days . . . . . . . . . . . . . . . . . . . . . . . 13

5. Conditions to Extending Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.1 Conditions to Each Extension of Credit . . . . . . . . . . . . . . . . . . 13
5.1.1 Proper Proceedings . . . . . . . . . . . . . . . . . . . . . . . . 13
5.1.2 No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Page

5.1.3 Representations and Warranties . . . . . . . . . . . . . . . . . . 13

6. Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6.1 Non-Borrower Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . 13
6.2 Disposition of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . 14

7. Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.1 Borrower's Representations and Warranties . . . . . . . . . . . . . . . . 14
7.1.1 Organization, Etc. . . . . . . . . . . . . . . . . . . . . . . . . 14
7.1.2 No Legal Obstacle to Agreements . . . . . . . . . . . . . . . . . 14
7.1.3 Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
7.1.4 Validity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
7.1.5 No Material Adverse Change . . . . . . . . . . . . . . . . . . . . 15
7.1.6 Material Subsidiaries . . . . . . . . . . . . . . . . . . . . . . 15
7.2 Lender's Representations and Warranties . . . . . . . . . . . . . . . . . 15
7.2.1 Organization, Etc. . . . . . . . . . . . . . . . . . . . . . . . . 15
7.2.2 Validity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

8. Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.1 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.2 Certain Actions Following an Event of Default . . . . . . . . . . . . . . 18
8.2.1 No Obligation to Extend Credit . . . . . . . . . . . . . . . . . . 18
8.2.2 Specific Performance; Exercise of Rights . . . . . . . . . . . . . 18
8.2.3 Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
8.2.4 Enforcement of Payment; Setoff . . . . . . . . . . . . . . . . . . 19
8.2.5 Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . 19
8.3 Annulment of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . 19
8.4 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

9. Expenses; Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
9.1 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
9.2 General Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

10. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

11. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

12. Course of Dealing; Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . 22

13. Venue; Service of Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

Page

14. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

iii

SPELLING ENTERTAINMENT GROUP INC.

EXHIBITS
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Exhibit 2.1.3 - Revolving Note

Exhibit 2.2.2 - Term Note

SCHEDULES
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Schedule 7.1.6 - Material Subsidiaries

6
SPELLING ENTERTAINMENT GROUP INC.

AMENDED AND RESTATED

CREDIT AGREEMENT

This Agreement, dated as of January 31, 1995 is among Spelling
Entertainment Group Inc., a Florida corporation, its subsidiaries that are from
time to time party hereto and Viacom Inc., 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 Amended and Restated Credit Agreement, as
amended, supplemented or modified from time to time.

1.3 "Applicable Eurodollar Rate Margin" means 1.25%, to be reduced to a
minimum of 1%, or increased, as warranted by a corresponding reduction or
increase in Lender's cost of funds.

1.4 "Applicable Rate" means: (a) with respect to each Eurodollar Rate
Loan hereunder, the Eurodollar Rate and (b) with respect to each Base Rate Loan
hereunder, the Base Rate.

1.5 "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.

1.6 "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.

1.7 "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.

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

1.9 "Base Rate" means, for any day, a fluctuating interest rate per
annum as shall be in effect for such day, which rate per annum shall be equal at
all times to the higher of:

(i) the rate of interest announced publicly by the Administrative Agent
of the Viacom Credit Facilities in New York, New York as the
Administrative Agent's base rate in effect for such day; or

(ii) the Federal Funds Rate for such day plus 1/2 of 1% per annum.

1.10 "Base Rate Loan" means any Loan or portion thereof that bears
interest with reference to the Base Rate.

1.11 "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.

1.12 "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.

1.13 "Closing Date" means each date on which any extension of credit is
made pursuant to Section 2.1.1.

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

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

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

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

2
8

1.18 "Credit Agreement" means the Credit Agreement dated as of January
31, 1994, as amended by Amendment No.1, dated December 7, 1994, as in effect
immediately prior to the execution hereof, among Spelling Entertainment Group
Inc., its Subsidiaries party thereto, and Viacom Inc.

1.19 "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.

1.20 "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).

1.21 "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.

1.22 "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.

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

1.24 "Eurodollar Rate" means for each day of the applicable Interest
Period for such Loan, the rate of interest per annum determined by the
Administrative Agent of the Viacom Credit Facilities to be the offered rate per
annum at which deposits in dollars appears on the

Telerate Page 3750 (or any successor page) as of 11:00 A.M. (London Time), or in
the event such offered rate is not available from the Telerate Page, the average
(rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such
percentage is not such a multiple) of the rates offered by the principal office
of each of the Reference Banks (as defined in the Viacom Credit Facilities) in
the London interbank market at 11:00 A.M. (London time), two Banking Days before
the first day of such Interest Period for deposit in dollars in an amount
substantially equal to the aggregate of the Eurodollar Rate Loans to which such
Interest Period relates and for a period equal to such Interest Period.

1.25 "Eurodollar Rate Loan" means any Loan or portion thereof that
bears interest at a rate determined with reference to the Eurodollar Rate.

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

1.27 "Final Loan Maturity Date" means March 31, 1997.

1.28 "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.

1.29 "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.

1.30 "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, (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.

1.31 "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).

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

1.33 "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

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

1.34 "Indemnified Party" is defined in Section 9.2.

1.35 "Interest Period" means: (a) in the case of Base Rate Loans, the
period commencing on the date such loans are made or on the date of conversion
from Eurodollar Rate Loans and ending on the last day of each fiscal quarter and
(b) with respect to any Eurodollar Rate 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, with respect to any
Base Rate Loans or Eurodollar Rate Loans, 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.

1.36 "Lender" means Viacom Inc. and its successors and assignees.

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

1.38 "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.

1.39 "Material Adverse Change" means a material adverse change since
December 31, 1994 in the business, assets, financial condition, income or
prospects of the Company and its Subsidiaries (on a consolidated basis).

1.40 "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).

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

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

1.43 "Notice of Continuation or Conversion" is defined in Section 2.3.

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

1.45 "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.

1.46 "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.

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

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

1.49 "Revolving Loan" is defined in Section 2.1.1.

1.50 "Revolving Note" is defined in Section 2.1.3.

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

1.52 "Stated Amount of Revolving Credit" means, at any date, the lesser
of (a) One Hundred Million Dollars ($100,000,000) 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.

1.53 "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.

1.54 "Term Loan" is defined in Section 2.2.1

1.55 "Term Note" is defined in Section 2.2.2

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

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

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

1.59 "Viacom Credit Facilities" means (i) the $6.489 Billion Credit
Agreement, dated as of July 1, 1994, as amended as of August 5, 1994 by
Amendment No. 1 and as of September 29, 1994 by Amendment No. 2, among Viacom,
each of the several Banks parties thereto, The Bank of New York, as a Managing
Agent and as the Documentation Agent, Citibank, N.A. as a Managing Agent and as
the Administrative Agent, Morgan Guaranty Trust Company of New York, as a
Managing Agent, JP Morgan Securities Inc., as the Syndication Agent, Bank of
America NT & SA, as a Managing Agent, the Banks identified as Agents on the
signature pages thereof, as Agents, and the Banks identified as Co-Agents on the
signature pages thereof, as Co-Agents, (ii) the $1.8 Billion Credit Agreement,
dated as of September 29, 1994, among Viacom, each of the several Banks
indicated on the signature pages thereof, The Bank of New York, as a Managing
Agent and as the Documentation Agent, Citibank, N.A. as a Managing Agent and as
the Administrative Agent, Morgan Guaranty Trust Company of New York, as a
Managing Agent, JP Morgan Securities Inc., as the Syndication Agent, Bank of
America NT & SA, as a Managing Agent and the Banks identified as Agents on the
signature pages thereof and (iii) any successor credit facilities obtained by
Viacom.

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 prior to the Final 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".

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 prior to the
Final Loan Maturity Date. With respect to Eurodollar Rate Loans, not later than
noon (New York time) on the fourth Banking Day prior to the requested Closing
Date for any such Loan, and with respect to Base Rate Loans, not later than noon
(New York time) on the second 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) whether such Loan

shall be a Base Rate Loan or a Eurodollar Rate Loan, (c) the requested Closing
Date therefor, and (d) with respect to Eurodollar Rate Loans 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 Loan Maturity Date; and (iii) in the event Borrowers fail to
specify an Interest Period for any Revolving Loan in the applicable Notice of
Borrowing, Borrowers shall be deemed to have selected an Interest Period of one
month.

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.

2.2 Term Credit.

2.2.1 Term Loan. Pursuant to the terms of the Credit
Agreement, the Lenders lent to the Company as a term loan the sum of One Hundred
Million Dollars ($100,000,000) effective as of April 26, 1994. The aggregate
principal amount of the loan made pursuant to Section 2.2.1 of the Credit
Agreement at any time outstanding is referred to as the "Term Loan".

2.2.2 Term Note. Concurrent with the execution of this
Agreement, Borrowers shall deliver to Lender a promissory note in substantially
the form of Exhibit 2.2.2 (the "Amended and Restated Term Note") payable by the
Borrowers (on a joint and several basis) to the order of the Lender which
Amended and Restated Term Note shall replace the Term Note delivered by
borrowers pursuant to the Credit Agreement.

2.3 Conversion/Continuation Option. The Borrower may elect (i) at any
time to convert Base Rate Loans or any portion thereof to Eurodollar Rate Loans
or (ii) at the end of any Interest Period with respect thereto, to convert
Eurodollar Rate Loans or any portion thereof into Base Rate Loans, or to
continue such Eurodollar Rate Loans or any portion thereof as Eurodollar Rate
Loans for an additional Interest Period; provided, however, that the aggregate
of the Eurodollar Rate Loans of the Borrower so converted or so continued for
each Interest Period must be not less than $1,000,000 and in integral multiples
of $500,000 in excess thereof. Each such election (a "Notice of Conversion or
Continuation") shall be made by giving the Lender at least two Banking Days', in
the case of a conversion to or a continuation of a Base Rate Loan, and four
Banking Days,' in the case of a conversion to or a continuation of a Eurodollar
Rate Loan, prior written notice thereof specifying (A) the amount and type of
conversion or continuation, (B) in the case of a conversion to or a continuation
of Eurodollar Rate Loans, the Interest Period therefor, and (C) in the case of a
conversion, the date of conversion (which date shall be a Banking Day and, if a
conversion from a Eurodollar Rate Loan, shall also be the last day of the
Interest Period therefor). Notwithstanding the foregoing, no conversion in whole
or in part of Base Rate Loans to Eurodollar Rate Loans, and no continuation in
whole or in part of Eurodollar Rate Loans upon the expiration of any Interest
Period therefor, shall be permitted at any time at which an Event of Default
shall have occurred

and be continuing. If, within the time period required under the terms of this
Section 2.3, the Lender does not receive a Notice of Conversion or Continuation
from the Borrower containing an election to continue all or any portion of the
Eurodollar Rate Loans for an additional Interest Period or to convert all or any
portion of such Loans, then, upon the expiration of the Interest Period
therefor, such Loans or the portions thereof for which an election to continue
or convert has not been made will be automatically continued for a period of one
month. Each Notice of Conversion or Continuation shall be irrevocable. In the
case of immediately successive Interest Periods applicable to a Eurodollar Rate
Loan continued pursuant to a Notice of Conversion or Continuation (or in the
absence of a Notice of Conversion or Continuation as provided in this Section
2.3) each successive Interest Period shall commence on the day on which the next
preceding Interest Period expires.

2.4 Application of Proceeds.

2.4.1 Revolving Loan. The Borrowers will apply the proceeds
of the Revolving Loan for working capital and for other lawful corporate
purposes of the Company and its Subsidiaries.

2.4.2 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 The Borrower shall pay interest on the unpaid
principal amount of each Loan from the date thereof until the principal amount
thereof shall be paid in full, at the following rates per annum, on such dates
as specified below (each a "Payment Date"):

(a) Base Rate Loans. For Base Rate Loans, at a rate
per annum equal at all times to the Base Rate in effect from
time to time, payable quarterly in arrears on the last day
of September, December, March and June, on the Final Loan
Maturity Date and on the date any Base Rate Loan is
converted or paid in full.

(b) Eurodollar Rate Loans. For Eurodollar Rate
Loans, at a rate per annum equal at all times during the
Interest Period for each Eurodollar Rate Loan to the sum of
the Eurodollar Rate for such Interest Period plus the
Applicable Eurodollar Rate Margin, payable in arrears on the
last day of such Interest Period.

3.1.2 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.

3.1.3. 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, quarterly in arrears on the last day of each fiscal quarter, a
commitment fee equal to daily interest at the rate of .375% 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 such commitment fee shall be reduced or increased to correspond
with any reductions or increases in the commitment fees payable by Lender to its
lenders under the Viacom Credit Facilities.

3.2.2 Facility Fee. Borrowers (jointly and severally) agree
to pay to Lender, payable annually on January 31 of each year, a facility fee
equal to Four Hundred Thousand Dollars ($400,000) per annum (i.e., .20% of
$200,000,000). If Borrowers permanently and irrevocably terminate Lender's
obligations to make the Revolving Loans and Term Loan 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, 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
January 31 of each year prior to the Final Loan Maturity Date.

3.3 Computations of Interest and Fees. For purposes of this Agreement,
all computations of the Commitment Fee or of interest based on the rate of
interest specified in clause (i) of the definition of Base Rate shall be made on
the basis of a year of 365 or 366 days as the case may be, and all computations
of interest based on the Eurodollar Rate or clause (ii) of the definition of
Base Rate shall be made on the basis of a year of 360 days, in each case for the
actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest and fees are payable; 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.

3.4 Break-Funding Costs. If Lender receives any payment of principal
of, or is subject to a conversion of, any Eurodollar Rate Loan other than on
the last day of an Interest Period relating to such Loan, as a result of any
payment or conversion made by the Borrower or acceleration of the maturity of
the amounts due under this Agreement pursuant to Section 8.2.3 or for any other
reason, the Borrower shall, upon demand by Lender, pay to the Lender any
amounts required to compensate Lender for any additional losses, costs or
expenses which it may reasonably incur as a result of such payment or
conversion, including, without limitation, any loss (excluding any loss of the
margin payable in accordance with Section 3.1.1(b) on the amount of principal
so paid, or any loss), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by Lender to fund or maintain
such Loan. The obligations of the Borrower contained in this Section 3.4 shall
survive payment of the Loans.

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 Eurodollar Rate Loans or the Base Rate Loans, without premium; provided,
however, that any such prepayments are made in accordance with Section 3.4
hereof and further provided that the Borrower, making such a prepayment, shall
give the Lender at least four (4) Banking Days', in the case of Eurodollar Rate
Loans, or two (2) Banking Days', in the case of Base Rate Loans, prior notice of
its intention to prepay, specifying the date of payment, the total principal
amount of the 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 time to time prior to the Final
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 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:

5.1.1 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.

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

5.1.3 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.

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 will cause any present and future Material Subsidiary to
become a Borrower hereunder (other than a Material Subsidiary organized under
the laws of a jurisdiction outside of the United States) 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 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.

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 Group 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.

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 Subsidiaries 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 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 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 Viacom Credit Facilities.

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

24
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 in Section 8.1.9 has
occurred and is continuing but at the applicable time of determination the
Indebtedness incurred under the Viacom Credit Facilities 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 Viacom Credit Facilities 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;

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 2.4. 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 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 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
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.

SCHEDULE 7.1.6

MATERIAL SUBSIDIARIES OF SPELLING ENTERTAINMENT GROUP 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 Pictures Inc.
Spelling Entertainment Inc.
Republic Entertainment Inc.
Repix, Inc.
Republic Distribution Corporation
Republic Pictures Entertainment Inc.
Republic Pictures Television
Virgin Interactive Entertainment plc.
Virgin Interactive Entertainment, Inc.
Virgin Interactive Entertainment (Europe) Ltd.
Laurel Pictures Inc.

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 Amended and Restated Term Note, except as specifically
otherwise provided in the Amended and Restated Credit Agreement, and assent to
extensions of time of payment, or forbearance or other indulgence without
notice.

BORROWERS
---------

SPELLING ENTERTAINMENT GROUP INC.
SPELLING ENTERTAINMENT INC.
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 PICTURES INC.
REPUBLIC ENTERTAINMENT INC.
REPIX, INC.
REPUBLIC DISTRIBUTION CORPORATION
REPUBLIC PICTURES ENTERTAINMENT INC.
REPUBLIC PICTURES TELEVISION
BY: REPUBLIC PICTURES
ENTERTAINMENT INC.
ITS: GENERAL PARTNER
VIRGIN INTERACTIVE ENTERTAINMENT, INC.

By: /s/ Thomas P. Carson
-----------------------------------
As an authorized officer of each
of the foregoing corporations

5700 Wilshire Boulevard
Los Angeles, California 90036

EXHIBIT 2.2.2

AMENDED AND RESTATED
TERM NOTE

$100,000,000 as of January 31, 1995

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 Viacom Inc. (the
"Lender") or order, on the Final Loan Maturity Date (as defined in the Amended
and Restated Credit Agreement referred to below), the aggregate unpaid principal
amount of the Term Loan made by the Lender to the Borrowers pursuant to the
Amended and Restated Credit Agreement. The Borrowers jointly and severally
promise to pay daily interest, computed as provided in such Amended and Restated
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 Amended and Restated 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 Amended
and Restated Credit Agreement, all such interest being payable at the times
specified in such Amended and Restated 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 Amended and Restated Term Note evidences borrowings under, and is
entitled to the benefits and security of, and is subject to the provisions of,
the Amended and Restated Credit Agreement dated as of January 31, 1995, as from
time to time in effect (the "Amended and Restated Credit Agreement"), among the
Borrowers and Lender and the Security Documents (as defined in the Amended and
Restated Credit Agreement). The principal of this Amended and Restated Term Note
is prepayable in the amounts and under the circumstances set forth in the
Amended and Restated Credit Agreement, and may be prepaid in whole or from time
to time in part, all as set forth in the Amended and Restated Credit Agreement.
Terms defined in the Amended and Restated 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 Amended and Restated Term Note may become or be declared due
and payable in the manner and with the effect provided in the Amended and
Restated Credit Agreement.

THIS AMENDED AND RESTATED 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 Revolving Note, except as specifically otherwise provided in
the Amended and Restated Credit Agreement, and assent to extensions of time of
payment, or forbearance or other indulgence without notice.

BORROWERS
---------

By: /s/ Thomas P. Carson
---------------------------------------
As an authorized officer of each
of the foregoing corporations

5700 Wilshire Boulevard
Los Angeles, California 90036

EXHIBIT 2.1.3

REVOLVING NOTE

$100,000,000 as of January 31, 1995

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 Viacom Inc. (the
"Lender") or order, on the Final Loan Maturity Date (as defined in the Amended
and Restated Credit Agreement referred to below), the aggregate unpaid principal
amount of the loans made by the Lender to the Borrowers pursuant to the Amended
and Restated Credit Agreement. The Borrowers jointly and severally promise to
pay daily interest, computed as provided in such Amended and Restated 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 Amended and Restated 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 Amended
and Restated Credit Agreement, all such interest being payable at the times
specified in such Amended and Restated 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 Amended and
Restated Credit Agreement dated as of January 31, 1995, as from time to time in
effect (the "Amended and Restated Credit Agreement"), among the Borrowers and
Lender and the Security Documents (as defined in the Amended and Restated Credit
Agreement). The principal of this Revolving Note is prepayable in the amounts
and under the circumstances set forth in the Amended and Restated Credit
Agreement, and may be prepaid in whole or from time to time in part, all as set
forth in the Amended and Restated Credit Agreement. Terms defined in the Amended
and Restated 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 Amended and Restated Credit
Agreement.

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.

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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
---------

By: /s/ Thomas P. Carson
-------------------------------------
As an authorized officer of each
of the foregoing corporations

5700 Wilshire Boulevard
Los Angeles, California 90036

LENDER

VIACOM INC.

By: /s/ Vaughn A. Clarke
-------------------------------------
Title: Vaughn A. Clarke
Senior Vice President, Treasurer

Address: 1515 Broadway
New York, New York 10036

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