<PAGE>
 
                                                                   EXHIBIT 10.29


                AMENDMENT AND WAIVER NO. 3 TO THE LOAN DOCUMENTS


          AMENDMENT AND WAIVER dated as of June 29, 1998 to (a) the Second
Amended and Restated Credit Agreement dated as of October 28, 1997 (as amended
by Letter Amendment No. 1 dated as of November 18, 1997, the "CREDIT AGREEMENT")
among FCN Holding, Inc., a Delaware corporation ("FCN HOLDING"), International
Family Entertainment, Inc., a Delaware corporation ("IFE"), Saban Entertainment,
Inc., a Delaware corporation (together with FCN Holding and IFE, the "EXISTING
BORROWERS"), Fox Kids Holdings, LLC, a Delaware limited liability company
("HOLDINGS"), as Guarantor, the banks, financial institutions and other
institutional lenders (collectively, the "LENDERS") parties to the Credit
Agreement referred to below, Citicorp USA, Inc., as administrative agent (the
"ADMINISTRATIVE AGENT") for such Lenders and the other Secured Parties referred
to therein, and Citicorp Securities, Inc., Chase Securities, Inc. and
BankBoston, N.A., as Co-Arrangers for the Facilities referred to therein, (b)
the Fox Kids Guarantee dated as of October 28, 1997 (as amended by Letter
Amendment No. 2 dated as of April 16, 1998, the "FOX KIDS GUARANTEE") made by
Fox Family Worldwide, Inc. (formerly known as Fox Kids Worldwide, Inc.), a
Delaware corporation and the owner of all of the member interests in Holdings
("FOX KIDS"), in favor of the Secured Parties referred to therein and (c) the
other Loan Documents referred to therein.  Capitalized terms not otherwise
defined in this Amendment and Waiver have the same meanings as specified
therefor in the Credit Agreement.

                             PRELIMINARY STATEMENTS

          (1)  The Existing Borrowers, Holdings and Fox Kids have requested that
the Lenders agree to amend and otherwise modify the Credit Agreement and the Fox
Kids Guarantee in order to:

          (a) (i) waive any and all of the Defaults and Events of Default under
     Section 7.01(c) of the Credit Agreement that have occurred and are
     continuing as a result of the failure of Holdings to comply with the
     requirements of Section 5.02(j) of the Credit Agreement prior to the date
     of this Amendment and Waiver in connection with the creation and
     incorporation of two new direct Subsidiaries of Holdings, Fox Family
     Properties, Inc., a Delaware corporation ("FOX PROPERTIES"), and Fox Family
     Management, LLC, a Delaware limited liability company ("FOX MANAGEMENT"),
     and (ii) permit both Fox Properties and Fox Management to be and become
     "Borrowers" under the Loan Documents on and after the Amendment No. 3
     Effective Date (as hereinafter defined) having all of the rights and
     Obligations of the Existing Borrowers under and in respect of the Loan
     Documents (including, without limitation, all of the Obligations under
     Article VI of the Credit Agreement);

          (b) waive any and all of the Defaults and Events of Default under
     Section 7.01(c) of the Credit Agreement that have occurred and are
     continuing as a result of the pledge by Fox Kids of the 58,000 Class A
     Shares (the "CINE-GROUP SHARES") of Distribution Internationale Cine-Groupe
     J.P. Inc., a corporation organized under the laws of Quebec, Canada,
     acquired thereby as security for the loan (the "A FAIRE LOAN") in the
     aggregate amount of three million Canadian dollars (C$3,000,000) that was
     made to Fox Kids by A Faire Aujourd'hui Inc., a corporation organized under
     the laws of Canada ("A FAIRE"), under a loan agreement dated as of June 23,
     1998 (the "A FAIRE LOAN AGREEMENT");
<PAGE>
 
                                       2



          (c) waive any and all of the Defaults and Events of Default under
     Section 7.01(c) of the Credit Agreement that have occurred and are
     continuing as a result of the sale (the "CAROLINA OPRY SALE") by Calvin
     Gilmore Productions, Inc., a Delaware corporation and a Subsidiary of IFE
     ("CGP"), of the Carolina Opry Theater to Gilmore Entertainment Group, LLC
     in consideration for the cancellation of the Indebtedness owing by IFE and
     Gilmore Acquisition Corp., a Delaware corporation and a wholly owned
     Subsidiary of IFE ("GAC"), to Mr. Calvin Gilmore in an aggregate principal
     amount of $6,700,000 (as evidenced by the promissory notes dated December
     12, 1993);

          (d) permit CGP to sell the Legends Theater and the lease of the Eddie
     Miles Theater (collectively, the "THEATERS DISPOSITIONS") to On Stage
     Entertainment, Inc., a Nevada corporation ("OSE"), in consideration for
     shares of common stock ("OSE SHARES") of OSE having a Fair Market Value of
     approximately $1,000,000 and approximately $750,000 in cash, with the cash
     portion of the aggregate consideration for the Theaters Dispositions being
     used by CGP promptly following its receipt thereof to purchase additional
     OSE Shares;

          (e) permit CGP to pledge (the "OSE SHARES PLEDGE") not more than 66%
     of the OSE Shares acquired thereby as part of the Theaters Dispositions to
     OSE as security for the indemnification obligations of CGP set forth in
     Section 9.1 of the Theaters Disposition Sale Agreement dated as of June 30,
     1998 (the "THEATERS DISPOSITION SALE AGREEMENT") by and among OSE, the
     other buyers referred to therein and CGP, which pledge will automatically
     be released and terminated no later than May 31, 2000 if no claims for
     payment under such Section 9.1 have been made prior to such time; and

          (f) permit Fox Kids to amend its Corrected Restated Certificate of
     Incorporation (the "FOX KIDS CHARTER AMENDMENT") in order to reduce the
     number of authorized shares of certain classes of its capital stock.

The creation of Fox Properties and Fox Management and the issuance of all of the
outstanding Equity Interests therein to Holdings and the execution and delivery
of all of the applicable Loan Documents by Fox Properties and Fox Management are
hereinafter collectively referred to as the "PROPERTIES/MANAGEMENT
TRANSACTIONS".  The acquisition by Fox Kids of the Cine-Groupe Shares and the
entering into by Fox Kids of the related put and sale and other equity rights
documentation and the entering into by Fox Kids of the A Faire Loan Agreement
and related loan and collateral documentation are hereinafter collectively
referred to as the "CINE-GROUPE TRANSACTIONS".  The Carolina Opry Sale, the
Theaters Dispositions and the OSE Shares Pledge are hereinafter collectively
referred to as the "GILMORE TRANSACTIONS".  The Properties/Management
Transactions, the Cine-Groupe Transactions, the Gilmore Transactions and the
adoption and filing of the Fox Kids Charter Amendment are hereinafter
collectively referred to as the "AMENDMENT NO. 3 TRANSACTIONS".

          (2) The Lenders have indicated their willingness to agree to amend the
Credit Agreement and the other Loan Documents in order, among other things, to
permit the Amendment No. 3 Transactions on terms and subject to the satisfaction
of the conditions set forth herein.

          SECTION 1.  Amendments to Certain Provisions of the Credit Agreement.
                      --------------------------------------------------------  
The Credit Agreement is, upon the occurrence of the Amendment No. 3 Effective
Date, hereby amended to read as follows:
<PAGE>
 
                                       3


          (a) The recital of parties to the Credit Agreement is hereby amended
     to delete the phrase "together with FCN Holding and IFE," in the fourth
     line thereof and to substitute therefor the new phrase "together with FCN
     Holding, IFE, Fox Management and Fox Properties (both as hereinafter
     defined),".

          (b) The definition of "Appropriate Borrowers" set forth in Section
     1.01 of the Credit Agreement is hereby amended and restated in its entirety
     to read as follows:

               ""APPROPRIATE BORROWERS" means (a) with respect to the Revolving
          Credit Facility, FCN Holding, IFE, Saban, Fox Management and Fox
          Properties and (b) with respect to the Term Facility, IFE.".

          (c) The definition of "Appropriate Borrower's Account" set forth in
     Section 1.01 of the Credit Agreement is hereby amended (i) to delete the
     word "and" in the fifth line thereof and (ii) to delete the language "or
     (d)" in the eighth line thereof and to substitute therefor the following
     new language:

          "(d) with respect to Fox Management, the account of Fox Management
          maintained thereby with Imperial Bank at its office at 9777 Wilshire
          Boulevard, Beverly Hills, California 90212, ABA#         , Account No.
                  , and (e) with respect to Fox Properties, the account of Fox
          Properties maintained thereby with Imperial Bank at its office at 9777
          Wilshire Boulevard, Beverly Hills, California 90212, ABA#         ,
          Account No.         , or (f)".

          (d) The  definition of "Related Documents" set forth in Section 1.01
     of the Credit Agreement is hereby amended (i) to delete the word "and"
     after the phrase "NAHI Subordinated Notes Documents" in the third line
     thereof and to substitute therefor the punctuation "," and (ii)  to add
     after the phrase "to the Refinancing" at the end of such definition the new
     phrase ", the A Faire Loan Agreement, the A Faire Pledge Agreement, the
     Theaters Disposition Sale Agreement, the Theaters Disposition Pledge
     Agreement and each of the other instruments, agreements or documents (other
     than correspondence) setting forth the terms of the Cine-Groupe
     Transactions or the Gilmore Transactions.".

          (e) Section 1.01 of the Credit Agreement is hereby further amended to
     add the following new definitions:

               ""A FAIRE LOAN" means the loan made to Fox Kids by A Faire
     Aujourd'hui Inc. in the aggregate principal amount of three million
     Canadian dollars (C$3,000,000) under the A Faire Loan Agreement.

               "A FAIRE LOAN AGREEMENT" means the Loan Agreement dated as of
     June 23, 1998 between Fox Kids and A Faire Aujourd'hui Inc., as such
     agreement may be amended, supplemented or otherwise modified from time to
     time after the Amendment No. 3 Effective Date in accordance with the terms
     thereof, but to the extent permitted under the terms of the Loan Documents.
<PAGE>
 
                                       4


               "A FAIRE PLEDGE AGREEMENT" means the Pledge Agreement dated as of
          June 23, 1998 made by Fox Kids in favor of A Faire Aujourd'hui Inc.,
          as secured party thereunder, as such agreement may be amended,
          supplemented or otherwise modified from time to time after the
          Amendment No. 3 Effective Date in accordance with the terms thereof,
          but to the extent permitted under the terms of the Loan Documents.

               "AMENDMENT AND WAIVER NO. 3" means Amendment and Waiver No. 3
     dated as of June 29, 1998 to the Loan Documents.

               "AMENDMENT NO. 3 EFFECTIVE DATE" means the first date on which
     all of the conditions precedent to the effectiveness of Amendment and
     Waiver No. 3 were satisfied.

               "CGP" means Calvin Gilmore Productions, Inc., a Delaware
     corporation and, on and after the Amendment No. 3 Effective Date, a wholly
     owned Subsidiary of IFE.

               "CINE-GROUPE SHARES" means the 58,000 Class A Shares of
     Distribution Internationale Cine-Groupe J.P., Inc., a corporation organized
     under the laws of Quebec, Canada, acquired by Fox Kids in the Cine-Groupe
     Transactions.

               "CINE-GROUPE TRANSACTIONS" has the meaning specified in the
          Preliminary Statement (1) to Amendment and Waiver No. 3.

               "FOX MANAGEMENT" means Fox Family Management, LLC, a Delaware
          limited liability company and a direct wholly owned Subsidiary of
          Holdings.

               "FOX PROPERTIES" means Fox Family Properties, Inc., a Delaware
          corporation and a direct wholly owned Subsidiary of Holdings.

               "GILMORE TRANSACTIONS" has the meaning specified in Preliminary
     Statement (1) to Amendment and Waiver No. 3.

               "OSE" means On Stage Entertainment, Inc., a Nevada corporation.

               "OSE SHARES" means the common stock of On Stage Entertainment,
     Inc., a Nevada corporation, received or acquired by CGP as part of the
     Gilmore Transactions.

               "THEATERS DISPOSITION PLEDGE AGREEMENT" means the Pledge
          Agreement dated as of June 30, 1998 made by CGP in favor of OSE, as
          such agreement may be amended, supplemented or otherwise modified from
          time to time after the Amendment No. 3 Effective Date in accordance
          with the terms thereof, but to the extent permitted under the terms of
          the Loan Documents.

               "THEATERS DISPOSITION SALE AGREEMENT" means the Asset Purchase
          Agreement dated as of June 30, 1998 by and among On Stage Theaters
          Surfside Beach Inc., On Stage Theaters North Myrtle Beach Inc. and On
          Stage Entertainment, Inc., each a Nevada corporation, and CGP, as such
          agreement may be amended, supplemented or otherwise 
<PAGE>
 
                                       5

          modified from time to time after the Amendment No. 3 Effective Date in
          accordance with the terms thereof, but to the extent permitted under
          the terms of the Loan Documents."

          (f)  Section 5.02(a) of the Credit Agreement is hereby amended (i) to
     delete the word "and" at the end of subclause (ii)(M) thereof, (ii) to
     delete the punctuation "." at the end of subclause (ii)(N) thereof and
     substitute therefor the phrase "; and" and (iii) to add the following new
     subclause (ii)(O) thereof:

               "(O) Liens on not more than 66% of the OSE Shares received by CGP
          as part of (or in connection with) the Theaters Dispositions, any
          substitutions and replacements thereof, any dividends and other
          distributions thereon and any proceeds therefrom, in favor of OSE as
          collateral solely for the indemnification obligations of CGP set forth
          in Section 9.1 of the Theaters Disposition Sale Agreement, until the
          earlier of (1) the first date on which the lien and security interest
          of OSE in such OSE Shares is released or terminated and (2) May 31,
          2000."

          (g)  Section 5.02(d) of the Credit Agreement is hereby amended (i) to
     delete the word "and" at the end of clause (viii) thereof, (ii) to delete
     the punctuation "." at the end of clause (ix) thereof and to substitute
     therefor the new language "; and" and (iii) to add the following new clause
     (x) thereof:

               "(x) CGP shall sell, transfer or otherwise dispose of all of the
          OSE Shares owned or otherwise held thereby no later than June 15, 2000
          for cash consideration at least equal to the Fair Market Value of OSE
          Shares and shall apply the Net Cash Proceeds therefrom on the date of
          receipt thereof by CGP to reduce the Commitments in accordance with,
          and to the extent required under, Section 2.04(b)(iv) and to prepay
          the Advances outstanding at such time in accordance with, and to the
          extent required under, Section 2.05(b)."

          (h)  Section 5.02(g) of the Credit Agreement is hereby amended (i) to
     delete the word "and" at the end of subclause (i)(D) thereof, (ii) to add
     the word and after the punctuation ";" at the end of subclause (i)(E)
     thereof and (iii) to add the following new subclause (i)(F) thereof:

               "(F) the prepayment of advances outstanding under the Credit
          Agreement dated as of January 5, 1995, as amended, between CGP and The
          Bank of Boston and described on Schedule 4.01(jj) hereto in an
          aggregate amount not to exceed $5,250,000";

          (i) Section 5.03(c)(ii) of the Credit Agreement is hereby amended and
     restated in its entirety to read as follows:

          "(ii) unaudited Consolidated balance sheets of each of FCN Holding and
          its Subsidiaries, Saban and its Subsidiaries, IFE and its
          Subsidiaries, Fox Management and its Subsidiaries and Fox Properties
          and its Subsidiaries as of the end of such Fiscal Year and unaudited
          Consolidated statements of operations, stockholders' equity and cash
          flows of each of FCN Holding and its Subsidiaries, Saban and its
          Subsidiaries, IFE and its Subsidiaries, Fox Management and its
          Subsidiaries and Fox Properties and its Subsidiaries for such Fiscal
          Year, in each case under this Section 5.03(c)".
<PAGE>
 
                                       6


          (j)  Section 5.03(d)(ii) of the Credit Agreement is hereby amended and
     restated in its entirety to read as follows:

               "(ii)  in the case of any such financial statements delivered to
          the Lenders pursuant to Section 5.03(c)(ii), duly certifying that the
          Consolidated financial statements delivered with such certificate
          fairly present the Consolidated financial condition of FCN Holding and
          its Subsidiaries, Saban and its Subsidiaries, IFE and its
          Subsidiaries, Fox Management and its Subsidiaries or Fox Properties
          and its Subsidiaries, as appropriate, as of the last day of such
          Fiscal Year and the Consolidated results of operations and cash flows
          of FCN Holding and its Subsidiaries, Saban and its Subsidiaries, IFE
          and its Subsidiaries, Fox Management and its Subsidiaries or Fox
          Properties and its Subsidiaries, as appropriate, for the Fiscal Year
          ended on such date";

          SECTION 2.  Amendments to Certain Provisions of the Fox Kids
                      ------------------------------------------------
Guarantee.  The Fox Kids Guarantee is, upon the occurrence of the Amendment No.
3 Effective Date, hereby amended to read as follows:

          (a)  Section 8(a) of the Fox Kids Guarantee is hereby amended (i) to
     delete the word "and" at the end of clause (ii) thereof, (ii) to delete the
     punctuation  "." at the end of clause (iii) thereof and to substitute
     therefor the phrase "; and" and (iii) to add the following new subsection
     (iv) thereof:

               "(iv)  Liens created under the A Faire Loan Pledge Agreement
          solely on the Cine-Groupe Shares, any substitutions and replacement
          thereof, any dividends and other distributions thereon and any
          proceeds therefrom".

          (b)  Section 8(f) of the Fox Kids Guarantee is hereby amended to
     delete clause (i) thereof in its entirety and to substitute therefor the
     following new clause (i) thereof:

          "(i) amend its Corrected Restated Certificate of Incorporation (A) to
          include certificates of designation for one or more series of
          preferred stock thereof that, in each case, will qualify as Permitted
          Preferred Stock, (B) to reduce or to increase the number of authorized
          shares of any class of its common stock and (C) to reduce the number
          of authorized shares of any class or series of its Preferred Stock, in
          each case under subclauses (i)(B) and (i)(C) of this Section 8(f), in
          such a manner as, either individually or in the aggregate, could not
          reasonably be expected to have a Material Adverse Effect or to
          adversely affect the Administrative Agent or the Lenders in any
          manner, and".

          SECTION 3.  Amendments to Certain Provisions of the Pledge and
                      --------------------------------------------------
Assignment Agreement. The Pledge and Assignment Agreement is, upon the
--------------------                                                  
occurrence of the Amendment No. 3 Effective Date, hereby amended to read as
follows:

          (a) Preliminary Statement (6) to the Pledge and Assignment Agreement
     is hereby amended to delete the first sentence thereof in its entirety and
     to substitute therefor the following new sentence:
<PAGE>
 
                                       7


          "(a)  FCN Holding has opened a non-interest bearing cash collateral
          account (the "FCN HOLDING CASH COLLATERAL ACCOUNT") with Citibank at
          its offices at 399 Park Avenue, New York, New York 10043, Account No.
                   , (b) IFE has opened a non-interest bearing cash collateral
          account (the "IFE CASH COLLATERAL ACCOUNT") with Citibank at its
          offices at 399 Park Avenue, New York, New York 10043, Account No.
                   , (c) Saban has opened a non-interest bearing cash collateral
          account (the "SABAN CASH COLLATERAL ACCOUNT") with Citibank at its
          offices at 399 Park Avenue, New York, New York 10043, Account No.
                   , (d) Fox Management has opened a non-interest bearing cash
          collateral account (the "FOX MANAGEMENT CASH COLLATERAL ACCOUNT") with
          Citibank at its offices at 399 Park Avenue, New York, New York 10043,
          Account No.          , and (e) Fox Properties has opened a non-
          interest bearing cash collateral account (the "FOX PROPERTIES CASH
          COLLATERAL ACCOUNT" and, together with the FCN Holding Cash Collateral
          Account, the IFE Cash Collateral Account, the Saban Cash Collateral
          Account and the Fox Management Cash Collateral Account, the "CASH
          COLLATERAL ACCOUNTS") with Citibank at its offices at 399 Park Avenue,
          New York, New York 10043, Account No.          ".

          (b)  Section 1(b) of the Pledge and Assignment Agreement is hereby
     amended (i) to add the following new clauses (iv) and (v) immediately
     following the existing clause (iii) thereof:

               "(iv) in the case of Fox Management, the Fox Management Cash
          Collateral Account, all of the funds held therein and all of the
          certificates and instruments, if any, from time to time representing
          or evidencing the Fox Management Cash Collateral Account;

               (v) in the case of Fox Properties, the Fox Properties Cash
          Collateral Account, all of the funds held therein and all of the
          certificates and instruments, if any, from time to time representing
          or evidencing the Fox Properties Cash Collateral Account;"

     and (ii) to renumber the existing clauses (iv), (v) and (vi) of such
     Section 1(c) as clauses (vi), (vii) and (viii), respectively.

          SECTION 4.  Waiver to Certain Provisions of the Credit Agreement.  (a)
                      ---------------------------------------------------- 
All of the Defaults and Events of Default under Section 7.01(c) of the Credit
Agreement that have occurred and are continuing as a result of the failure of
Holdings to comply with the requirements of Section 5.02(j) of the Credit
Agreement in connection with the creation and incorporation of Fox Management
and Fox Properties are, on and as of the Amendment No. 3 Effective Date, hereby
waived by the Lenders.

          (b) Each of the Lenders hereby agrees to waive, on and as of the
Amendment No. 3 Effective Date but solely in connection with each of the
Carolina Opry Sale and the Theaters Dispositions, the requirements of Section
5.02(d)(vii)(2) of the Credit Agreement that CGP have received or receive at
least 90% of the value of the consideration from each of the Carolina Opry Sale
and the Theaters Dispositions in cash and Section 2.04(b)(iv) of the Credit
Agreement that the Facilities be automatically and permanently reduced by the
amount of the Net Cash Proceeds from the Theaters Dispositions on the date of
the receipt thereof by CGP; provided that:

          (i) all of the Indebtedness of IFE and GAC owing to Mr. Calvin Gilmore
     on the Amendment No. 3 Effective Date have been canceled and forgiven in
     full in consideration for the 
<PAGE>
 
                                       8


     Carolina Opry Sale, the aggregate principal amount of which shall not be
     less than $6,700,000 on such date; and

           (ii) CGP shall receive OSE Shares having a Fair Market Value on the
     date of consummation of the Theaters Dispositions of not less than
     $1,000,000 and at least $750,000  in cash in consideration for the Theaters
     Dispositions (it being understood and agreed that such cash consideration
     will be used by CGP promptly following the receipt thereof to acquire
     additional OSE Shares); and

provided, further that, by its execution and delivery of this Amendment and
Waiver, IFE agrees to cause CGP to sell all of the OSE Shares acquired by it as
part of (or in connection with) the Theaters Dispositions for not less than the
Fair Market Value thereof on or prior to the earlier of (i) the third Business
Day following date on which the lien and security interest of OSE in such OSE
Shares is released or terminated and (ii) June 15, 2000, and to apply the Net
Cash Proceeds therefrom on the date of receipt thereof by CGP to reduce the
Commitments in accordance with, and to the extent required under, Section
2.04(b)(iv) and to prepay the Advances outstanding at such time in accordance
with, and to the extent required under, Section 2.05(b).

          (c) All of the Defaults and Events of Default under Section 7.01(c) of
the Credit Agreement that have occurred and are continuing as a result of the
pledge by Fox Kids of the 58,000 Cine-Group Shares owned thereby on the date of
this Amendment and Waiver as security for the A Faire Loan are, on and as of the
Amendment No. 3 Effective Date, hereby waived by the Lenders.


          SECTION 5.  Consent to Substitution of Independent Public Accountants.
                      --------------------------------------------------------- 
The Lenders hereby consent, in accordance with the terms of Section 5.03(c) of
the Credit Agreement and Section 7(i)(ii) of the Fox Kids Guarantee, to the
appointment of Arthur Andersen LLP as the accountant of Holdings and its
Subsidiaries and Fox Kids and its Subsidiaries in lieu of Ernst & Young LLP.


          SECTION 6.  Acknowledgments by Fox Management and Fox Properties.
                      ----------------------------------------------------  
Each of Fox Management and Fox Properties, by its execution and delivery of this
Amendment and Waiver, acknowledge and agree that, as of the Amendment No. 3
Effective Date, (a) it will have all of the Obligations (including, without
limitation, all of the Obligations set forth in Article VI of the Credit
Agreement) of a Borrower under and in respect of the Loan Documents to the same
extent as each of the Existing Borrowers, (b) it will have all of the
Obligations (including, without limitation, all of the Obligations set forth in
the applicable Collateral Documents) of a Loan Party under and in respect of the
Loan Documents to the same extent as each of the other Loan Parties and (c) each
reference in the Loan Documents to a "Borrower" or a "Loan Party" shall also
mean and be a reference to it.


          SECTION 7.  Conditions of Effectiveness to this Amendment and Waiver.
                      --------------------------------------------------------  
This Amendment and Waiver shall become effective as of the first date (the
"AMENDMENT NO. 3 EFFECTIVE DATE") on which, and only if, each of the following
conditions precedent shall have been satisfied:

          (a)  The Administrative Agent shall have received (i) counterparts of
     this Amendment and Waiver executed by the Existing Borrowers, Fox
     Management, Fox Properties, Fox Kids, Holdings and the Required Lenders or,
     as to any of the Lenders, advice satisfactory to the Administrative Agent
     that such Lender has executed this Amendment and Waiver, and (ii) the
<PAGE>
 
                                       9

     Consent attached hereto executed by each of the Loan Parties (other than
     Holdings, Fox Kids and the Borrowers).

          (b) The Lenders shall be reasonably satisfied with the organizational
     and legal structure and capitalization of Fox Management and Fox Properties
     (collectively, the "ADDITIONAL BORROWERS"), including, without limitation,
     the terms and conditions of the Constitutive Documents of, and each class
     of Equity Interests in, each of the Additional Borrowers and of each
     agreement or instrument relating to such structure or capitalization.
     Neither Fox Management nor Fox Properties shall have any Subsidiaries or
     any Indebtedness or other liabilities (whether direct or indirect, matured
     or unmatured, fixed or contingent) immediately prior to their execution and
     delivery of the Loan Documents thereby other than de minimus liabilities
     incidental to the creation and incorporation thereof.

          (c) The Lenders shall be reasonably satisfied with the A Faire Loan
     Agreement, the A Faire Pledge Agreement, the Theaters Disposition Sale
     Agreement, the Theaters Disposition Pledge Agreement and all of the other
     agreements, instruments and other documents related to the Cine-Groupe
     Transactions, the Gilmore Transactions and the Fox Kids Charter Amendment
     (collectively, the "AMENDMENT NO. 3 TRANSACTION DOCUMENTS"); and all of the
     Amendment No. 3 Transaction Documents shall be in full force and effect in
     the form delivered to the Administrative Agent on or prior to the Amendment
     No. 3 Effective Date.

          (d) All of the Governmental Authorizations, and all of the consents,
     approvals and authorizations of, notices and filings to or with, and other
     actions by, any other Person necessary in connection with any aspect of the
     Amendment No. 3 Transactions, the Amendment No. 3 Transaction Documents or
     any of the other transactions contemplated thereby shall have been obtained
     (without the imposition of any conditions that are not reasonably
     acceptable to the Lenders) and shall remain in full force and effect; all
     applicable waiting periods shall have expired without any action being
     taken by any competent authority; and no Requirement of Law shall be
     applicable in the reasonable judgment of the Lenders that restrains,
     prevents or imposes materially adverse conditions upon any aspect of the
     Amendment No. 3 Transactions, the Amendment No. 3 Transaction Documents or
     any of the other transactions contemplated thereby.  Each aspect of the
     Amendment No. 3 Transactions shall have been consummated or shall be
     consummated on the Amendment No. 3 Effective Date in compliance with all
     applicable Requirements of Law.

          (e)  The Administrative Agent shall have received on or before the
     Amendment No. 3 Effective Date the following, each dated such date (unless
     otherwise specified), in form and substance reasonably satisfactory to the
     Lenders (unless otherwise specified) and (unless otherwise specified) in
     sufficient copies for each of the Lenders:

               (i) The Revolving Credit Notes of each of Fox Management and Fox
          Properties, payable to the order of the Revolving Credit Lenders.

              (ii) Certified copies of the resolutions of each of the board of
     directors of Fox Properties and the members (or persons performing similar
     functions) of Fox Management approving each of the Loan Documents to which
     it is or is to be a party, the consummation of each aspect of the
     Properties/Management Transactions involving or affecting such Person and
     the other transactions contemplated by any of the foregoing, and of all
<PAGE>
 
                                       10

     documents evidencing necessary Governmental Authorizations, or other
     necessary consents, approvals, authorizations, notices, filings or actions,
     with respect to any of the Loan Documents to which it is or is to be a
     party, the consummation of any aspect of the Properties/Management
     Transactions involving or affecting such Person or any of the other
     transactions contemplated by any of the foregoing.

               (iii)  Certified copies of the resolutions of the board of
     directors of Fox Kids approving each of the Amendment No. 3 Transaction
     Documents to which it is or is to be a party, the Fox Kids Charter
     Amendment and the consummation of each aspect of the Amendment No. 3
     Transactions involving or affecting Fox Kids and the other transactions
     contemplated by any of the foregoing, and all documents evidencing
     necessary Governmental Authorizations, or other necessary consents,
     approvals, authorizations, notices, filings or actions, with respect to any
     of the Amendment No. 3 Transaction Documents to which it is or is to be a
     party, the Fox Kids Charter Amendment or the consummation any aspect of the
     Amendment No. 3 Transactions involving or affecting Fox Kids or any of the
     other transactions contemplated by any of the foregoing.

               (iv)   Certified copies of the resolutions of the board of
     directors of CGP (A) approving each of the Amendment No. 3 Transaction
     Documents to which it is or is to be a party and the consummation of each
     aspect of the Amendment No. 3 Transactions involving or affecting CGP and
     the other transactions contemplated by any of the foregoing, and all
     documents evidencing necessary Governmental Authorizations, or other
     necessary consents, approvals, authorizations, notices, filings or actions,
     with respect to any of the Amendment No. 3 Transaction Documents to which
     it is or is to be a party or the consummation of any aspect of the
     Amendment No. 3 Transactions involving or affecting CGP or any of the other
     transactions contemplated by any of the foregoing and (B) determining in
     good faith that the consideration being received thereby in each of the
     Carolina Opry Sale and the Theaters Dispositions is at least equal to the
     Fair Market Value of the property and assets being sold, leased or
     otherwise disposed of in such transactions.

               (v)    A copy of the certificate or articles of incorporation or
     the operating agreement (or similar Constitutive Document) of each of the
     Additional Borrowers, and each amendment thereto, certified (as of a date
     reasonably near the Amendment No. 3 Effective Date) as being a true and
     complete copy thereof by the Secretary of State of the State of Delaware.

               (vi)   A copy of a certificate of the Secretary of State of the
     State of Delaware, dated reasonably near the Amendment No. 3 Effective
     Date, listing the certificate or articles of incorporation or the operating
     agreement (or similar Constitutive Document) of each of the Additional
     Borrowers and each amendment thereto on file in the office of such
     Secretary of State and certifying that (A) such amendments are the only
     amendments to the certificate or articles of incorporation or the operating
     agreement (or similar Constitutive Document) of such Additional Borrower on
     file in its office, (B) such Additional Borrower has paid all franchise
     taxes (or the equivalent thereof) to the date of such certificate and (C)
     such Additional Borrower is duly organized and is in good standing under
     the laws of the State of Delaware.
<PAGE>
 
                                      11
 
               (vii)  A copy of the certificate of the Secretary of State (or
          the equivalent Governmental Authority) of each jurisdiction in which
          any of the Additional Borrowers is (or is required under Section
          5.01(a) of the Credit Agreement to be) qualified or licensed as a
          foreign corporation or limited liability company, as the case may be,
          in each case dated reasonably near the Amendment No. 3 Effective Date
          and stating that such Additional Borrower is duly qualified and in
          good standing as a foreign corporation or limited liability company in
          such jurisdiction and has filed all annual reports required to be
          filed, and has paid all franchise taxes (or the equivalent thereof)
          required to be paid, in such jurisdiction to the date of such
          certificate.

               (viii) A certified copy of the amendment to the Corrected
          Restated Certificate of Incorporation of Fox Kids effecting the Fox
          Kids Charter Amendment, in the form to be filed with the Secretary of
          State of the State of Delaware;

                (ix)  A certificate of Fox Kids, signed on behalf of Fox Kids by
          a Responsible Officer thereof, dated the Amendment No. 3 Effective
          Date (the statements made in which certificate shall be true on and as
          of the Amendment No. 3 Effective Date), certifying as to:

                     (A)  the accuracy and completeness of each of the Amendment
               No. 3 Transaction Documents relating to the Cine-Groupe
               Transactions (copies of all of which shall be attached thereto);

                     (B)  the absence of any amendments to the Corrected
               Restated Certificate of Incorporation of Fox Kids since May 7,
               1998, or any steps taken by the board of directors or the
               shareholders of Fox Kids to effect or authorize any further
               amendment, supplement or other modification thereto other than
               the Fox Kids Charter Amendment;

                     (C)  the accuracy in all material respects of the
               representations and warranties made by Fox Kids in the Loan
               Documents and the Amendment No. 3 Transaction Documents to which
               Fox Kids is or is to be a party as though made on and as of the
               Amendment No. 3 Effective Date, before and after giving effect to
               this Amendment and Waiver and the Amendment No. 3 Transactions;
               and

                    (D) the absence of any event occurring and continuing, or
               resulting from this Amendment and Waiver or any of the Amendment
               No. 3 Transactions, that would constitute a Default, other than
               the Defaults that are or are to be expressly waived by the
               Lenders pursuant to Section 4.

               (x)  A certificate of GAC, signed on behalf of GAC by a
          Responsible Officer thereof, dated the Amendment No. 3 Effective Date
          (the statements made in which certificate shall be true on and as of
          the Amendment No. 3 Effective Date), certifying as to:

                   (A)  the satisfaction of each of the conditions precedent to
               the Carolina Opry Sale and each of the Theaters Dispositions set
               forth in Section 5.02(d)(vii) of the Credit Agreement and not
               expressly waived by the Lenders under Section 4;

<PAGE>
 
                                       12


                  (B)  the absence of any amendments to the certificate or
        articles of incorporation of GAC since October 28, 1997 or any steps
        taken by the board of directors or the shareholders of GAC to effect or
        authorize any further amendment, supplement or other modification
        thereto;

                  (C)  the accuracy and completeness of the bylaws of GAC as in
        effect on the Amendment No. 3 Effective Date (a copy of which, if
        different from the bylaws previously delivered to the Lenders, shall be
        attached to such certificate);

                  (D)  the legal and beneficial ownership by GAC of all of the
        Collateral in which GAC is purported to have granted a lien and security
        interest to the Administrative Agent, on behalf of the Secured Parties,
        under the Collateral Documents, free and clear of all Liens, except for
        the liens and security interests created under the Loan Documents;

                  (E) the accuracy in all material respects of the
        representations and warranties made by GAC in the Loan Documents and the
        Amendment No. 3 Transaction Documents to which it is or is to be a party
        as though made on and as of the Amendment No. 3 Effective Date, before
        and after giving effect to this Amendment and Waiver and the Amendment
        No. 3 Transactions; and

                  (F) the absence of any event occurring and continuing, or
        resulting from this Amendment and Waiver or any of the Amendment No. 3
        Transactions, that would constitute a Default, other than the Defaults
        that are or are to be expressly waived by the Lenders pursuant to
        Section 4.

        (xi)     A certificate of each of the Additional Borrowers, signed on
   behalf of such Additional Borrower by a Responsible Officer thereof, dated
   the Amendment No. 3 Effective Date (the statements made in which certificate
   shall be true on and as of the Amendment No. 3 Effective Date), certifying as
   to:
                (A)   the absence of any amendments to the certificate or
        articles of incorporation or the operating agreement (or similar
        Constitutive Document) of such Additional Borrower since the date of the
        Secretary of State's certificate delivered pursuant to clause (vi) of
        this Section 7 or any steps taken by the board of directors or the
        shareholders or the members (or the persons performing similar
        functions) of such Additional Borrower to effect or authorize any
        further amendment, supplement or other modification thereto;

                (B)   the accuracy and completeness of the bylaws (or the
        equivalent Constitutive Documents, if any) of such Additional Borrower
        as in effect on the date on which the resolutions of the board of
        directors or the members (or the persons performing similar functions)
        of such Additional Borrower referred to in clause (ii) of this Section 7
        were adopted and on the Amendment No. 3 Effective Date (a copy of which
        shall be attached to such certificate);
<PAGE>
 
                                       13

                 (C)   the due organization and good standing of such Additional
        Borrower as a corporation or limited liability company, as the case may
        be, organized under the laws of the State of Delaware, and the absence
        of any proceeding (either pending or contemplated) for the dissolution,
        liquidation or other termination of the existence of such Additional
        Borrower;

                 (D)   the legal and beneficial ownership by such Additional
        Borrower of all of the Collateral in which such Additional Borrower is
        purported to have granted a lien and security interest to the
        Administrative Agent, on behalf of the Secured Parties, under the
        Collateral Documents, free and clear of all Liens, except for the liens
        and security interests created under the Loan Documents;

                 (E)   the accuracy in all material respects of the
        representations and warranties made by such Additional Borrower in the
        Loan Documents and the Amendment No. 3 Transaction Documents to which it
        is or is to be a party as though made on and as of the Amendment No. 3
        Effective Date, before and after giving effect to this Amendment and
        Waiver and the Amendment No. 3 Transactions; and

                 (F)   the absence of any event occurring and continuing, or
        resulting from this Amendment and Waiver or any of the Amendment No. 3
        Transactions, that would constitute a Default, other than the Defaults
        that are or are to be expressly waived by the Lenders pursuant to
        Section 4.

        (xii)    A certificate of the Secretary or an Assistant Secretary of
   each of the Additional Borrowers certifying the names and true signatures of
   the officers of such Additional Borrower authorized to sign each of the Loan
   Documents to which it is or is to be a party and the other agreements,
   instruments and documents to be delivered hereunder and thereunder.

        (xiii)   A certificate of CGP, signed on behalf of CGP by a Responsible
   Officer thereof, dated the Amendment No. 3 Effective Date (the statements
   made in which certificate shall be true on and as of the Amendment No. 3
   Effective Date), certifying as to (i) the accuracy and completeness of each
   of the Amendment No. 3 Transaction Documents relating to the Gilmore
   Transactions (copies of all of which shall be attached thereto) and (ii) the
   satisfaction of each of the conditions precedent to the Carolina Opry Sale
   and each of the Theaters Dispositions set forth in Section 5.02(d)(vii) of
   the Credit Agreement and not expressly waived by the Lenders under Section 4.

         (xiv)   Certificates representing the Pledged Interests comprised of
   all of the Equity Interests in the Additional Borrowers and all of the OSE
   Shares received by CGP as part of (or in connection with) the Theaters
   Dispositions and not pledged to OSE as collateral for the indemnification
   obligations of CGP set forth in Section 9.1 of the Theaters Disposition Sale
   Agreement in accordance with Section 5.02(a)(ii)(O) of the Credit Agreement,
   as amended hereby, in each case accompanied by undated stock powers or other
   appropriate powers duly executed in blank, and instruments evidencing Pledged
   Indebtedness, if any, 
<PAGE>
 
                                       14

      comprised of intercompany Indebtedness of any of the Additional Borrowers
      owing to any of the other Loan Parties, together with:

                    (A) proper amendments to existing financing statements (Form
          UCC-3 or a comparable form) under the Uniform Commercial Code of all
          jurisdictions that may be necessary or that the Administrative Agent
          may reasonably deem desirable in order to perfect and protect the
          liens and security interests created or purported to be created by the
          Pledge and Assignment Agreement, covering such Pledged Interests and
          Pledged Indebtedness, in each case completed in a manner satisfactory
          to the Administrative Agent; and

                    (B)  evidence that all of the other actions (including,
          without limitation, the completion of all of the other recordings and
          filing of or with respect to the Pledge and Assignment Agreement) that
          may be necessary or that the Administrative Agent may reasonably deem
          desirable in order to perfect and protect the liens and security
          interests created under the Pledge and Assignment Agreement have been
          taken or will be taken in accordance with the terms of the Loan
          Documents.

               (xv) One or more pledge agreement supplements, in substantially
     the form of Exhibit B to the Pledge and Assignment Agreement (collectively,
     the "PLEDGE AGREEMENT SUPPLEMENTS"), duly executed by each of the
     Additional Borrowers, together with:

                    (A)  certificates representing the Pledged Interests
               referred to therein, if any, accompanied by undated stock powers
               or other appropriate powers, duly executed in blank;

                    (B)  instruments evidencing the Pledged Indebtedness
               referred to therein, if any, duly endorsed in blank;

                    (C)  proper financing statements (Form UCC-1 or a comparable
               form) under the Uniform Commercial Code of all jurisdictions that
               may be necessary or that the Administrative Agent may reasonably
               deem desirable in order to perfect and protect the liens and
               security interests created or purported to be created under the
               Pledge Agreement Supplements and the Pledge and Assignment
               Agreement, covering the Collateral of the Additional Borrowers
               described therein, in each case completed in a manner
               satisfactory to the Administrative Agent and duly executed by the
               applicable Additional Borrower;

                    (D)  the Cash Collateral Account Letter of each of Fox
               Management and Fox Properties, duly executed by such Person and
               Citibank; and

                    (E) evidence that all of the other actions (including,
               without limitation, the completion of all of the other recordings
               and filings of or with respect to the Pledge Agreement
               Supplements and the Pledge and Assignment Agreement) that may be
               necessary or that the Administrative Agent may reasonably deem
               desirable in order to perfect and protect the liens and security
               interests created under the 
<PAGE>
 
                                       15

               Pledge Agreement Supplements and the Pledge and Assignment
               Agreement have been taken or will be taken in accordance with the
               terms of the Loan Documents.

               (xvi)   A favorable opinion of Troop Meisinger Steuber & Pasich,
          LLP, special counsel for the Loan Parties, in form and substance
          satisfactory to the Lenders.

               (xvii)  A favorable opinion of Squadron, Ellenoff, Plesent &
          Sheinfeld, LLP, New York counsel for the Loan Parties, in form and
          substance satisfactory to the Lenders.

          (f) The representations and warranties contained in each of the Loan
     Documents shall be correct in all material respects on and as of the date
     first above written and the Amendment No. 3 Effective Date, before and
     after giving effect to this Amendment and Waiver and the Amendment No. 3
     Transactions, as though made on and as of such date (other than any such
     representation and warranty that, by its terms, refers to a specific date
     other than such date, in which case as of such specific date).  No event
     shall have occurred and be continuing, or shall result from the
     effectiveness of this Amendment and Waiver or any of the Amendment No. 3
     Transactions, that constitutes a Default, other than the Defaults that are
     or are to be expressly waived by the Lenders pursuant to Section 4.

The effectiveness of this Amendment and Waiver is further conditioned upon the
accuracy of all of the factual matters described herein.  This Amendment and
Waiver is subject to the provisions of Section 9.01 of the Credit Agreement.

          SECTION 8.  Reference to and Effect on the Loan Documents.  (a)  On
                      ---------------------------------------------          
and after the Amendment No. 3 Effective Date, (i) each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended and otherwise modified by this
Amendment and Waiver, (ii) each reference in the Fox Kids Guarantee to "this
Guarantee", "hereunder", "hereof" or words of like import referring to the Fox
Kids Guarantee, and each reference in each of the other Loan Documents to "the
Fox Kids Guarantee", "hereunder", "hereof" or words of like import referring to
the Fox Kids Guarantee, shall mean and be a reference to the Fox Kids Guarantee,
as amended and otherwise modified by this Amendment and Waiver, and (iii) each
reference in the Pledge and Assignment Agreement to "this Agreement" ,
"hereunder", "hereof" or words of like import referring to the Pledge and
Assignment Agreement, and each reference in each of the other Loan Documents to
"the Pledge and Assignment Agreement", "hereunder", "hereof" or words of like
import referring to the Pledge and Assignment Agreement, shall mean and be a
reference to the Pledge and Assignment Agreement, as amended and otherwise
modified by this Amendment and Waiver.

          (b) The Credit Agreement, the Notes and each of the other Loan
Documents, except to the extent of the amendments and waivers specifically
provided above, are and shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed.  Without limiting the generality
of the foregoing, each of the Collateral Documents and all of the Collateral
described therein do and shall continue to secure the payment of all Obligations
of the Loan Parties under the Loan Documents, in each case as amended and
otherwise modified in accordance with this Amendment and Waiver.
<PAGE>
 
                                       16


          (c) The execution, delivery and effectiveness of this Amendment and
Waiver shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any of the Secured Parties or the Administrative
Agent under any of the Loan Documents, nor constitute a waiver of any provision
of any of the Loan Documents.

          (d) Upon the occurrence of the Amendment No. 3 Effective Date, each of
the Loan Parties and each of the Lenders hereby authorize the Administrative
Agent to supplement and revise each of the Schedules to the Pledge and
Assignment Agreement, as appropriate, to reflect the supplements to such
Schedules attached to the Pledge Agreement Supplements.

          SECTION 9.  Costs and  Expenses.  Each of the Borrowers hereby
                      -------------------                               
severally agrees to pay, upon demand, all of the reasonably and properly
documented costs and expenses of the Administrative Agent (including, without
limitation, the reasonable fees and expenses of counsel for the Administrative
Agent) in connection with the preparation, execution, delivery, administration,
modification and amendment of this Amendment and Waiver and all of the
instruments, agreements and other documents delivered or to be delivered in
connection herewith, all in accordance with the terms of Section 9.05 of the
Credit Agreement.

          SECTION 10.  Execution in Counterparts.  This Amendment and Waiver may
                       -------------------------                                
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.  Delivery of an executed counterpart of a signature page to this
Amendment and Waiver by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment and Waiver.

          SECTION 11.  Governing Law.  This Amendment and Waiver shall be
                       -------------                                     
governed by, and construed in accordance with, the laws of the State of New
York.

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Waiver to be executed by their respective officers, thereunto duly authorized,
as of the date first written above.

                                    THE LOAN PARTIES

                                    FCN HOLDING, INC.


                                    By /s/ Mel Woods
                                       ---------------------
                                        Name:
                                        Title:
<PAGE>
 
                                       17


                                    INTERNATIONAL FAMILY
                                    ENTERTAINMENT, INC.



                                    By /s/ Mel Woods
                                       -------------------
                                        Name:
                                        Title:

                                    SABAN ENTERTAINMENT, INC.


                                    By /s/ Mel Woods
                                      --------------
                                         Name:
                                         Title:


                                    FOX FAMILY MANAGEMENT LLC


                                    /s/ Maureen Smith
                                    -----------------
                                    Name:  Maureen Smith
                                    Title: Manager


                                    FOX FAMILY PROPERTIES, INC.


                                    By /s/ Mel Woods
                                      --------------------
                                        Name:
                                        Title:


                                    FOX FAMILY WORLDWIDE, INC.


                                    By   /s/ Mel Woods
                                       ---------------
                                        Name:
                                        Title:
<PAGE>
 
                                       18

                                    FOX KIDS HOLDINGS, LLC

 

                                    By:  Fox Family Worldwide, Inc.
                                         as its Managing Member


                                    By /s/ Mel Woods
                                       -------------
                                        Name:
                                        Title:


                                    THE AGENTS AND THE LENDERS


                                    CITICORP USA, INC., as Agent and as Lender


                                    By  /s/ Judith Fishlow Minter
                                        -------------------------
                                        Name: Judith Fishlow Minter
                                        Title: Attorney-in-Fact


                                    CITICORP SECURITIES, INC., as Agent


                                    By /s/ Judith Fishlow Minter
                                       -------------------------
                                       Name: Judith Fishlow Minter
                                       Title: Attorney-in-Fact

                                    BANKBOSTON, N.A., as Agent and as Lender

                                    By /s/ David B. Herter
                                       ---------------------
                                       Name: David B. Herter
                                       Title: Managing Director

                                    THE CHASE MANHATTAN BANK, as Lender

                                    By /s/ John P. Haltmaier
                                       ---------------------
                                       Name: John P. Haltmaier
                                       Title: Vice President
<PAGE>
 
                                       19

                                    CHASE SECURITIES, INC., as Agent



                                    By /s/ Joan M. Fitzgibbon
                                       ----------------------
                                       Name: Joan M. Fitzgibbon
                                       Title: Managing Director


                                    BANK OF AMERICA NT & SA, as Lender

 
                                    By /s/ Carl F. Salas
                                       ----------------------
                                       Name: Carl F. Salas
                                       Title: Vice President


                                    THE BANK OF NOVA SCOTIA, as Lender



                                    By /s/ Vincent J. Fitzgerald, Jr.
                                       ---------------------------------
                                       Name: Vincent J. Fitzgerald, Jr.
                                       Title: Authorized Signatory


                                    FLEET BANK, N.A., as Lender



                                    By /s/ Tanya M. Crossley
                                       -------------------------
                                       Name: Tanya M. Crossley
                                       Title: Vice President



                                    THE INDUSTRIAL BANK OF JAPAN
                                    LIMITED, LOS ANGELES AGENCY, as Lender



                                    By /s/ Vicente L. Timiraos
                                       -----------------------
                                       Name: Vicente L. Timiraos
                                       Title: SVP & SDGM
<PAGE>
 
                                       20

                                    NationsBank, N.A. as successor by merger to
                                    NATIONSBANK OF TEXAS, N.A., as Lender


                                    By  /s/ Pamela S. Kurtzman
                                        ------------------------------  
                                        Name: Pamela S. Kurtzman
                                        Title:  Vice President


                                    TORONTO-DOMINION (TEXAS), INC., as Lender


                                    By  /s/ Jeffery R. Lents
                                        ------------------------------  
                                        Name: Jeffery R. Lents
                                        Title: Vice President


                                    SOCIETE GENERALE, NEW YORK BRANCH, as Lender


                                    By  /s/ Elaine Khalil
                                        ------------------------------  
                                        Name: Elaine Khalil
                                        Title: Vice President

                                    THE BANK OF NEW YORK, as Lender


                                    By  /s/ Stephen M. Nettler
                                        ------------------------------  
                                        Name: Stephen M. Nettler
                                        Title: Assistant Vice President


                                    BANQUE NATIONALE DE PARIS, as Lender



                                    By  /s/ Lynn Hillman
                                        ------------------------------  
                                        Name: Lynn Hillman
                                        Title: Assistant Treasurer

                                    By  /s/ Nuala Marley
                                        ------------------------------  
                                        Name: Nuala Marley
                                        Title: Vice President
<PAGE>
 
                                                  21
                         
                                    THE MITSUBISHI TRUST AND BANKING
                                    CORPORATION, LOS ANGELES AGENCY,
                                    as Lender


                                    By    /s/ Yasushi Satomi
                                      ------------------------------
                                      Name:  Yasushi Satomi
                                      Title: Senior Vice President



                                    THE SUMITOMO BANK, LIMITED, as 
                                    Lender 



                                    By______________________________
                                      Name:
                                      Title:



                                    CRESTAR BANK, as Lender



                                    By    /s/ J. Eric Millhorn
                                      ------------------------------
                                      Name:  J. Eric Millhorn
                                      Title: Vice President



                                      THE DAI-ICHI KANGYO BANK, LIMITED,
                                      as Lender



                                    By   /s/ Nancy Stengel
                                      ------------------------------
                                      Name:  Nancy Stengel
                                      Title: AVP
<PAGE>
 
                                                   22

                                    THE FUJI BANK, LIMITED, LOS ANGELES
                                    AGENCY, as Lender



                                    By /s/ Masahito Fukuda
                                      ------------------------------
                                      Name:  Masahito Fukuda
                                      Title: Joint General Manager



                                    LONG TERM CREDIT BANK OF
                                    JAPAN, as Lender



                                    By /s/ Noboru Akahane
                                      ------------------------------
                                      Name:  Noboru Akahane
                                      Title: Deputy General Manager



                                    FIRST HAWAIIAN BANK, as Lender



                                    By    /s/ Donald C. Young
                                      -------------------------------
                                      Name:  Donald C. Young
                                      Title: Vice President
<PAGE>
 
                                    CONSENT


          Reference is made to Amendment and Waiver No. 3 dated as of June 29,
1998 (the "AMENDMENT AND WAIVER"; capitalized terms not otherwise defined herein
being used herein as defined in the Amendment and Waiver and in the Credit
Agreement referred to therein) to (a) the Amended and Restated Credit Agreement
among FCN Holding, Inc., International Family Entertainment, Inc. and Saban
Entertainment, Inc., as Existing Borrowers, Fox Kids Holdings, LLC, as
Guarantor, Fox Kids Worldwide, Inc., as Guarantor, the Lenders party thereto,
Citicorp USA, Inc., as Administrative Agent for the Lenders and the other
Secured Parties referred to therein, and Citicorp Securities, Inc., Chase
Securities, Inc. and BankBoston, N.A., as Co-Arrangers for the Facilities
referred to therein, (b) the Fox Kids Guarantee dated as of October 28, 1997 (as
amended by Letter Amendment No. 2 dated as of April 16, 1998, the "FOX KIDS
GUARANTEE") made by Fox Family Worldwide, Inc. (formerly known as Fox Kids
Worldwide, Inc.), a Delaware corporation and the owner of all of the member
interests in Holdings ("FOX KIDS"), in favor of the Secured Parties referred to
therein and (c) the other Loan Documents referred to therein.

          Each of the undersigned, in its capacity as (a) a Guarantor under the
Second Amended and Restated Subsidiaries Guarantee dated October 28, 1997 (the
"SUBSIDIARIES GUARANTEE") in favor of the Secured Parties referred to therein
and a Pledgor under the Pledge and Assignment Agreement and/or (b) a Pledgor
under the Pledge and Assignment Agreement and/or under one or more of (i) the
Amended and Restated Memorandum of Deposit of Shares of Equity Interests dated
October 28, 1997 (the "U.K./SABAN U.K. PLEDGE AGREEMENT") between Saban and the
Administrative Agent, (ii) the Amended and Restated Memorandum of Deposit of
Shares of Equity Interests dated October 28, 1997 (the "U.K./FKE PLEDGE
AGREEMENT"), among FKE Holdings, Fox Kids Network and the Administrative Agent,
(iii) the Deeds of Pledge dated September 4, 1997 and June 24, 1998
(collectively, the "NETHERLANDS PLEDGE AGREEMENT"), among FKE Holdings, T.V.10
and the Administrative Agent, (iv) the Amended and Restated Pledge Agreement of
Shares dated September 4, 1997 (the "NETHERLANDS ANTILLES PLEDGE AGREEMENT"),
among Saban, Saban International, N.V. and the Administrative Agent, (v) the
Pledge Agreement dated September 4, 1997 (the "GERMAN PLEDGE AGREEMENT") among
Saban and the Administrative Agent, (vi) the Deed of Pledge of Shares dated
September 4, 1997 (the "FRENCH/FOX KIDS SARL PLEDGE AGREEMENT"), among FKE
Holdings, Fox Kids Network, Fox Kids France SARL and the Administrative Agent,
and (vii) the Deed of Pledge of Shares dated September 4, 1997 (together with
the U.K./Saban U.K. Pledge Agreement, the U.K./FKE Pledge Agreement, the
Netherlands Pledge Agreement, the Netherlands Antilles Pledge Agreement, the
German Pledge Agreement and the French/Fox Kids SARL Pledge Agreement, the
"FOREIGN SUBSIDIARY PLEDGE AGREEMENTS"), among Saban, Saban International Paris
SARL and the Administrative Agent, hereby consents to the execution, delivery
and performance of the Amendment and Waiver and agrees that:

          (A) each of the Subsidiaries Guarantee, the Pledge and Assignment
     Agreement and the Foreign Subsidiary Pledge Agreements to which it is a
     party is, and shall continue to be, in full force and effect and is hereby
     in all respects ratified and confirmed, except that, on and after the
     Amendment No. 3 Effective Date, (1) each reference to the "Credit
     Agreement", "thereunder", "thereof", "therein" or words of like import
     referring to the Credit Agreement shall mean and be a reference to the
     Credit Agreement, as amended and otherwise modified by the Amendment and
     Waiver, (2) each reference to "the Fox Kids Guarantee", "thereunder",
     "thereof", "therein" or words of like import referring to the Fox Kids
     Guarantee shall mean and be a reference to the Fox Kids Guarantee, as
     amended and otherwise modified by the Amendment and Waiver, and (3) each
     reference in the Pledge and Assignment Agreement to "this Agreement" ,
     "hereunder", "hereof" or
<PAGE>
 
                                       2

     words of like import referring to the Pledge and Assignment Agreement, and
     each reference in each of the other Loan Documents to "the Pledge and
     Assignment Agreement", "hereunder", "hereof" or words of like import
     referring to the Pledge and Assignment Agreement, shall mean and be a
     reference to the Pledge and Assignment Agreement, as amended and otherwise
     modified by this Amendment and Waiver; and

          (B) the Pledge and Assignment Agreement and the Foreign Subsidiary
     Pledge Agreements to which it is a party and all of the Collateral of such
     Person described therein do, and shall continue to, secure the payment of
     all of the Secured Obligations.

          This Consent shall be governed by, and construed in accordance with,
the laws of the State of New York, excluding (to the fullest extent a New York
court would permit) any rule of law that would cause application of the laws of
any jurisdiction other than the State of New York.

          Delivery of an executed counterpart of a signature page of this
Consent by telecopier shall be effective as the delivery of a manually executed
counterpart of this Consent.



                                    ANGEL GROVE PRODUCTIONS, INC.          
  
                                                                 
                                    By  /s/ Mel Woods
                                      ------------------------------
                                      Name:
                                      Title:



                                    BUGBOY PRODUCTIONS, INC.


                                    By  /s/ Mel Woods
                                      ------------------------------
                                      Name:
                                      Title:


                                    CYBERPROD, INC.



                                    By /s/ Mel Woods
                                      ------------------------------
                                      Name:
                                      Title:
<PAGE>
 
                                       3
       
                                    FOX KIDS EUROPE HOLDINGS, INC.



                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:


                                    ERIK PRODUCTIONS



                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:


                                    FOX KIDS (LATIN AMERICA), INC.


                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:


                                    FOX KIDS EUROPE LIMITED


                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:


                                    FOX KIDS WORLDWIDE, L.L.C.

                                    By:  Fox Kids Holdings, LLC,
                                         as Managing Member

                                         By:  Fox Family Worldwide, Inc.,
                                              as Managing Member


                                    By  /s/ Mel Woods
                                      ------------------------------
                                      Name:
                                      Title:
<PAGE>
 
                                       4


                                    IAN PRODUCTIONS, INC.


                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:


                                    INTERPROD, INC.


                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:


                                    KIDS ROCK, INC.


                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:


                                    LAUREL WAY PRODUCTIONS, INC.


                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:
<PAGE>
 
                                       5

                                    MMPR PRODUCTIONS, INC.


                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:


                                    FOX KIDS NETWORKS-EUROPE, INC.


                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:


                                    POCKET PRODUCTIONS, INC.


                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:


                                    SABAN DOMESTIC SERVICES, INC.


                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:


                                    SABAN FOODS, INC.


                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:


                                    SABAN INTERNATIONAL SERVICES, INC.


                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:
<PAGE>
 
                                      6 

                                    SABAN MERCHANDISING, INC.



                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:


                                    SABAN/SCHERICK PRODUCTIONS, INC.



                                    By  /s/ Mel Woods
                                      ------------------------------
                                      Name:
                                      Title:


                                    SANDSCAPE, INC.



                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:


                                    TEEN DREAM PRODUCTIONS, INC.



                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:


                                    MELVILLE PRODUCTIONS, INC.



                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:
<PAGE>
 
                                      7 

                                    FCNH SUB, INC.



                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:


                                     FOX CHILDREN'S PRODUCTIONS, INC.



                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:


                                    FOX CHILDREN'S NETWORK, INC.



                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:


                                    STORYMAKERS, INC.



                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:


                                    FOX KID'S MUSIC, INC.



                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:
<PAGE>
 
                                       8

                                    FOX CHILDREN'S MUSIC, INC.



                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:

                                          
                                    APOLLO PRODUCTIONS, INC.



                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:


                                    BLANKET SHOW PRODUCTIONS, INC.



                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:


                                    CAPE PRODUCTIONS, INC.



                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:


                                    COMPANY SIX, LTD.



                                    By  /s/ Mel Woods
                                      -------------------------------
                                      Name:
                                      Title:
<PAGE>
 
                                       9

                                    DITCHDIGGERS PRODUCTIONS, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:



                                    EARTH PRODUCTIONS, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:



                                    FAMILY CHALLENGE PRODUCTIONS, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:




                                    FAMILY CHANNEL PICTURES, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:



                                    FAMILY DEVELOPMENT CORP.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:
<PAGE>
 
                                      10

                                    FAMILY GAME SHOWS, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:



                                    GAME TV, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:



                                    GILMORE ACQUISITION CORP.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:


                                    GOOD NEWS PRODUCTIONS, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:



                                    HOME PRODUCTIONS, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:
<PAGE>
 
                                      11

                                    IFE CHINA, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:




                                    IFE DIRECT MARKETING, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:




                                    IFE JAKE ACQUISITION CORP.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:

 


                                    IFE LATIN AMERICA, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:



                                    KIPPER PRODUCTIONS, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:
<PAGE>
 
                                      12

                                    LYNNHAVEN ACQUISITION CORP.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:



                                    MELODY TO MELODY, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:



                                    MIMSEY MUSIC, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:


 
                                    MOBILINK PARTNERS, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:



                                    MTM ACQUISITION COMPANY, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:
<PAGE>
 
                                      13

                                    MTM CONSUMER PRODUCTS, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:



                                    MTM ENTERPRISES, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:



                                    MTM ENTERTAINMENT, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:


                                    MTM HOLDING COMPANY, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:



                                    MTM MUSIC, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:
<PAGE>
 
                                      14

                                    MUSIC TO MUSIC, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:



                                    PRETENDER PRODUCTIONS, INC.



                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:



                                    QUEENS PRODUCTIONS, INC.



                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:



                                    SPARKS PRODUCTIONS, INC.



                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:



                                    TREASURE PRODUCTIONS, INC.



                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:
<PAGE>
 
                                      15

                                    UNITED STATES FAMILY
                                    ENTERTAINMENT, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:



                                    RED CHECK, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:



                                    PLAZA PICTURES, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:



                                    PAPER GARDENS, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:



                                    WEBSTER PARK, INC.


                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title:
<PAGE>
 
                                      16

                                    APRIL PARK, INC.



                                    By    /s/ Mel Woods
                                       ----------------------------
                                       Name:
                                       Title: