WAIVER dated as of December 14, 1995 (this "Waiver") to the Credit Agreement dated as of August 1, 1994,
as amended as of August 31, 1994 (the "Credit Agreement"), among SILVER KING COMMUNICATIONS,
INC., a Delaware corporation ("Holdings"), SKTV, INC., a Delaware corporation and a wholly owned
subsidiary of Holdings (the "Borrower"), the financial institutions party thereto (the "Lenders") and CHEMICAL
BANK, a New York banking corporation, as administrative agent (in such capacity, the "Administrative Agent")
and as collateral agent (in such capacity, the "Collateral Agent") for the Lenders.
Holdings and certain other Persons wish to consummate certain transactions hereinafter described (collectively,
the "Control Transactions") which would result in a Change of Control (such term and each other term used but
not defined herein shall have the meaning assigned thereto in the Credit Agreement) under the Credit Agreement
by virtue of one or both of Barry Diller and Tele-Communications, Inc., a Delaware Corporation ("TCI"),
(collectively, the "Reporting Persons") acquiring control of Holdings.
On August 29, 1995, the Reporting Persons filed a Schedule 13D under the Securities and Exchange Act of
1934, attached as Exhibit A hereto (as amended to the date hereof, the "Schedule 13D"), in respect of the
common stock, par value $.01 per share of Holdings (the "Common Stock"). According to the Schedule 13D,
the Reporting Persons constitute a "group" for purposes of Rule 13d-5 under the Securities Exchange Act of
1934, as amended, with respect to their beneficial ownership of Common Stock.
TCI currently holds 61,630 shares of Common Stock and Liberty Media Corporation, a Delaware corporation
and a wholly owned subsidiary of TCI ("Liberty"), holds a transferable option to purchase 2,000,000 share of
Holdings' Class B Common Stock, par value $.01 per share ("Class B Stock"), from RMS Limited Partnership,
a Nevada limited partnership and the controlling shareholder of Holdi