EXECUTION COPY

                AMENDMENT AND WAIVER NO. 5 TO THE LOAN DOCUMENTS

     AMENDMENT AND WAIVER dated as of October 26, 1999 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, Letter Amendment No. 2 dated as
of April 16, 1998, Amendment and Waiver No. 3 to the Loan Documents dated as of
June 29, 1998 and Amendment and Waiver No. 4 to the Loan Documents dated as of
May 26, 1999, 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
("SABAN"), Fox Family Properties, Inc., a Delaware corporation ("FOX
PROPERTIES"), Fox Family Management, LLC, a Delaware limited liability company
("FOX MANAGEMENT" and, together with FCN Holding, IFE, Saban and Fox Properties,
the "Borrowers"), Fox Kids Holdings, LLC, a Delaware limited liability company
("HOLDINGS"), as Guarantor, the banks, financial institutions and other
institutional lenders (collectively, the "LENDERS") party to the Credit
Agreement, Citicorp USA, Inc., as administrative agent (the "ADMINISTRATIVE
AGENT") for such Lenders and the other Secured Parties referred to therein, and
Salomon Smith Barney Inc. (formerly known as 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 October 28, 1997 (as
amended by Letter Amendment No. 2 dated as of April 16, 1998, Amendment and
Waiver No. 3 to the Loan Documents dated as of June 29, 1998 and Amendment and
Waiver No. 4 to the Loan Documents dated as of May 26, 1999, the "FOX KIDS
GUARANTEE") made by Fox Kids in favor of the Secured Parties referred to
therein, (c) the Pledge and Assignment Agreement dated as of October 28, 1997
(as amended by Amendment and Waiver No. 3 to the Loan Documents dated as of June
29, 1998 and Amendment and Waiver No. 4 to the Loan Documents dated as of May
26, 1999 and as further amended, supplemented or otherwise modified through the
date hereof, the "PLEDGE AND ASSIGNMENT AGREEMENT") made by Fox Kids, Holdings
and each of the Subsidiaries of Holdings listed on the signature pages thereof,
as pledgors, to and in favor of the Administrative Agent, and (d) the other Loan
Documents referred to in the Credit Agreement. Capitalized terms not otherwise
defined in this Amendment and Waiver shall have the same meanings as specified
therefor in the Credit Agreement.

                             PRELIMINARY STATEMENTS

     (1) The Borrowers have requested that the Lenders agree to amend and
otherwise modify the Credit Agreement and the other Loan Documents in order to
permit:

          (a) all of the Equity Interests in Fox Kids Europe Limited, Fox Kids
     France SARL, TV 10 Holdings, Saban Merchandising and Licensing GmbH, Saban
     Entertainment Italy Srl and Saban Entertainment (UK) Ltd. (collectively,
     the "RESTRUCTURED EUROPEAN SUBSIDIARIES"), certain properties, assets and
     businesses of Saban International, N.V. and Saban International Paris SARL,
     and the Intercompany Note dated June 28, 1999 of IFE owing to FKE Holdings
     (the "EXISTING IFE INTERCOMPANY NOTE") to be sold, contributed or otherwise
     transferred from Saban and certain of its Subsidiaries to Fox Kids Europe,
     N.V., a newly created Dutch company that prior to the consummation of the
     FKE Equity Offering (as hereinafter defined) will be a wholly owned
     Subsidiary of Saban ("FOX KIDS EUROPE"), so that, upon the consummation of
     all such sales, contributions and transfers, Fox Kids Europe (i) will own
     substantially all of the existing television, merchandising, home video and
     Internet rights, and all amounts receivable under existing distribution or
     exploitation agreements due on or after the Restructuring Effective Date
     (as hereinafter defined), in and to the children's television series and
     specials owned or controlled


<PAGE>


     by Saban and certain of its Subsidiaries, subject to third party
     participation claims, and the future rights to Internet technologies and
     applications relating to children's programming and properties of Saban and
     certain of its Subsidiaries, for distribution in the territories set forth
     in Part III of Annex A hereto and (ii) will have the right to acquire the
     same rights in such territories in all children's programming and
     properties produced or acquired by Saban and certain of its Subsidiaries in
     the future, all as more fully described in Part I of Annex A hereto
     (together with the contributions by FKE Holdings and, in turn, by Fox Kids
     SPC2 of the Existing IFE Intercompany Note described in clause (c)(i)
     below, collectively, the "EUROPEAN SUBSIDIARIES RESTRUCTURING");

          (b) the sale by Fox Kids Europe of a portion of its Voting Interests
     to the public (the "FKE EQUITY OFFERING") pursuant to an effective
     registration statement under the Securities Act of 1933, as amended, or an
     exemption from the registration requirements thereof, and otherwise on the
     terms and conditions of the Final Offering Memorandum to be dated November
     1999 (the "FINAL OFFERING MEMORANDUM");

          (c) (i) the contribution by FKE Holdings to Fox Kids SPC2, Inc., a
     California corporation and a newly created, wholly owned subsidiary of FKE
     Holdings ("FOX KIDS SPC2"), and, in turn, the contribution by Fox Kids SPC2
     to Fox Kids Europe of the Existing IFE Intercompany Note as part of the
     European Subsidiaries Restructuring and (ii) upon the consummation of the
     FKE Equity Offering, the restatement of the Existing IFE Intercompany Note
     on the terms and conditions of the IFE/FKE Senior Notes (as hereinafter
     defined); and

          (d) the issuance by IFE of a senior unsecured note due May 2020 in
     favor of Fox Kids Europe (together with the restated IFE Intercompany Note
     referred to in clause (c)(ii) above, the "IFE/FKE SENIOR NOTES") in a
     principal amount equal to the loan made by Fox Kids Europe to IFE on the
     Offering Effective Date (as hereinafter defined) with the aggregate amount
     of cash proceeds received by Fox Kids Europe in the FKE Equity Offering in
     excess of $160,000,000.

The European Subsidiaries Restructuring, the FKE Equity Offering, the
contributions by FKE Holdings to Fox Kids SPC2 and, in turn, by Fox Kids SPC2 to
Fox Kids Europe of the Existing IFE Intercompany Note, the subsequent
restatement of the Existing IFE Intercompany Note on the terms and conditions of
the IFE/FKE Senior Notes and, if applicable, the issuance of the additional
IFE/FKE Senior Note are hereinafter collectively referred to as the "AMENDMENT
NO. 5 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 amendments and modifications thereto described in the foregoing
Preliminary Statements on the terms and subject to the satisfaction of
conditions set forth herein.

     SECTION 1. AMENDMENTS TO CERTAIN PROVISIONS OF THE CREDIT AGREEMENT
EFFECTIVE ON THE RESTRUCTURING EFFECTIVE DATE. The Credit Agreement is, upon the
occurrence of the Restructuring Effective Date, hereby amended to read as
follows:

          (a) Section 1.01 of the Credit Agreement is hereby amended to add the
     following new definitions in their appropriate alphabetical order:


                                   EX-10.1 - 2
<PAGE>


               "AMENDMENT AND WAIVER NO. 5" means Amendment and Waiver No. 5 to
          the Loan Documents dated as of October 26, 1999.

               "AMENDMENT NO. 5 TRANSACTIONS" means, collectively, (a) the
          consummation of the European Subsidiaries Restructuring and the FKE
          Equity Offering, (b) the execution and delivery, and the satisfaction
          of the conditions precedent to effectiveness, of Amendment and Waiver
          No. 5 to the Loan Documents, (c) the contributions by FKE Holdings to
          Fox Kids SPC2 and, in turn, by Fox Kids SPC2 to FKE of the
          Intercompany Note dated June 28, 1999 of IFE and the subsequent
          restatement of such Intercompany Note of IFE on the terms and
          conditions of the IFE/FKE Senior Notes, (d) the issuance of the
          additional IFE/FKE Senior Note, if applicable, and (e) the payment of
          the fees and expenses incurred in connection with the consummation of
          the foregoing.

               "EUROPEAN SUBSIDIARIES RESTRUCTURING" means the restructuring of
          the ownership of the Equity Interests in Fox Kids Europe Limited, Fox
          Kids France SARL, TV 10 Holdings, Saban Merchandising and Licensing
          GmbH, Saban Entertainment Italy Srl and Saban Entertainment (UK) Ltd.,
          certain properties, assets and businesses of SINV and Saban
          International Paris SARL and the Intercompany Note dated June 28, 1999
          of IFE by and from Saban and certain of its Subsidiaries to FKE so
          that, upon the consummation of such restructuring, FKE will own all of
          the FKE Intangibles and will have a right of first negotiation to
          acquire the same types of rights as comprise the FKE Intangibles in
          the same territories as are included in the FKE Intangibles in all
          children's programming produced or acquired by SINV in the future,
          together with the absolute right to acquire from SINV such rights in
          such territories in such future children's programming, all as more
          fully described in Part I of Annex A to Amendment and Waiver No. 5.

               "EUROPEAN SUBSIDIARIES RESTRUCTURING EFFECTIVE DATE" means the
          first date on which all of the conditions precedent to the
          effectiveness of the European Subsidiaries Restructuring set forth in
          Amendment and Waiver No. 5 were satisfied.

               "FKE"means Fox Kids Europe, B.V. and, after the conversion of
          such Person from a besloten vennootschap organized under the laws of
          The Netherlands to a naamloze vennootschap organized under the laws of
          The Netherlands as part of the European Subsidiaries Restructuring,
          Fox Kids Europe, N.V., in either case a Subsidiary of Saban.

               "FKE EQUITY OFFERING" means the sale of Voting Interests in FKE
          made to the public by FKE pursuant to an effective registration
          statement under the Securities Act, or an exemption from the
          registration requirements thereof, and otherwise on the terms and
          conditions described in the Final Offering Memorandum dated (or to be
          dated) November 1999, copies of which have been furnished to all of
          the Lenders.

               "FKE EQUITY OFFERING EFFECTIVE DATE" means the first date on
          which all of the conditions precedent to the effectiveness of the FKE
          Equity Offering set forth in Amendment and Waiver No. 5 were
          satisfied.


                                   EX-10.1 - 3
<PAGE>


               "FKE INTANGIBLES" means the existing terrestrial, cable and
          satellite television, merchandising, home video and Internet rights,
          and all amounts receivable under existing distribution or exploitation
          agreements due on or after the European Subsidiaries Restructuring
          Effective Date, in and to children's television series and specials
          owned or controlled by SINV, subject to third party participation
          claims, and the future rights to Internet technologies and
          applications relating to children's programming and properties of
          SINV, for distribution in the territories set forth in Part III of
          Annex A to Amendment and Waiver No. 5.

               "FOX KIDS SPC2" means Fox Kids SPC2, Inc., a California
          corporation and a direct wholly owned subsidiary of FKE Holdings.

               "IFE/FKE SENIOR NOTES" means one or more senior unsecured notes
          of IFE due May 2020 comprised of the restated Intercompany Note dated
          June 28, 1999 of IFE in an aggregate principal amount of $104,114,000
          (of which $4,114,000 represents capitalized interest on such
          Intercompany Note to the European Subsidiaries Restructuring Effective
          Date) and the principal amount of the loan, if any, made by FKE to IFE
          on the FKE Equity Offering Effective Date with the cash proceeds
          received by FKE in the FKE Equity Offering in excess of $160,000,000;
          PROVIDED, HOWEVER, that (a) such senior unsecured notes of IFE shall
          not accrue interest payable in cash at a rate per annum of more than
          10.5%, (b) no payment of the principal amounts outstanding under such
          senior unsecured notes shall be required to be made prior to October
          31, 2005, (c) any prepayment or payment of amounts outstanding from
          time to time under such senior unsecured notes shall be expressly
          permitted under Section 5.02(p), (d) the Obligations under the IFE/FKE
          Senior Notes shall be owing at all times to FKE or one or more of its
          wholly owned Subsidiaries or to one or more of the Borrowers and their
          wholly owned Subsidiaries and (e) all of the other terms and
          conditions of such senior unsecured notes shall be reasonably
          satisfactory to the Lenders.

               "1999 FBC SUBSCRIPTION AGREEMENT" means the Subscription
          Agreement dated as of June 28, 1999 between FKE Holdings and FBC, as
          amended by Amendment No. 1 to be dated on or about the European
          Subsidiaries Restructuring Effective Date.

               "SINV" means Saban International, N.V., a corporation organized
          under the laws of the Netherlands Antilles and a wholly owned
          Subsidiary of Saban."

          (b) The definition of "FOREIGN SUBSIDIARY PLEDGE AGREEMENTS" set forth
     in Section 1.01 of the Credit Agreement is hereby restated in its entirety
     to read as follows:

               "FOREIGN SUBSIDIARY PLEDGE AGREEMENTS" means, collectively, (a)
          the Amended and Restated Pledge Agreement of Shares dated the Phase II
          Closing Date among Saban, SINV and the Administrative Agent, (b) the
          Pledge Agreement dated the Phase II Closing Date between Saban and the
          Administrative Agent, (c) the Deed of Pledge of Shares dated the Phase
          II Closing Date among Saban, Saban International Paris SARL and the
          Administrative Agent, (d) the Pledge Agreement of Shares dated on or
          prior to the European Subsidiaries Restructuring Effective Date among
          Saban, certain of its Subsidiaries and the Administrative Agent and
          (e) each of the other pledge agreements, assignment agreements (or
          other similar documents) governed by the laws of a jurisdiction
          outside of the United States of America that is delivered pursuant to
          Section


                                   EX-10.1 - 4
<PAGE>


          5.02(j), in each of the foregoing cases as amended, supplemented or
          otherwise modified hereafter from time to time in accordance with the
          terms hereof and Section 9.01."

          (c) The definition of "RESTRICTED SUBSIDIARY" set forth in Section
     1.01 of the Credit Agreement is hereby amended to add the following new
     parenthetical at the end of clause (a) thereof:

          "(other than the special purpose companies organized in a jurisdiction
          of the United States as part of the European Subsidiaries
          Restructuring and referred to as "SPC3" and "SPC5" in Annex A to
          Amendment and Waiver No. 5, which will be (or will have been)
          liquidated on or immediately following the FKE Equity Offering
          Effective Date)".

          (d) Section 5.01(j) of the Credit Agreement is hereby amended (i) to
     delete the word "and" at the end of clause (vi) thereof, (ii) to delete the
     punctuation "." at the end of clause (vii) thereof and to substitute
     therefor the new language "; and", (iii) to delete the language "(iv), (vi)
     or (vii) of Section 5.02(f)" at the end of clause (vii) thereof and to
     substitute therefor the new language "(iv), (vi), (vii) or (x) of Section
     5.02(f)" and (iv) to add the following new clause (viii) thereto:

          "(viii) the making and holding of the loans to IFE as evidenced by the
          IFE/FKE Senior Notes and the making and holding of loans by, and
          capital contributions from, Saban to Fox Kids Europe Limited and Fox
          Kids France SARL in accordance with Section 5.02(e)(v)(D)."

          (e) Section 5.01 of the Credit Agreement is hereby further amended to
     add to the end of such Section 5.01 the following new subsection (l):

               "(l) COVENANT TO REESTABLISH SECURITY INTEREST, ETC. If the FKE
          Equity Offering Effective Date shall not have occurred on or prior to
          December 15, 1999, each of the Borrowers and the Restricted
          Subsidiaries (including, without limitation, the special purpose
          companies that are wholly owned Domestic Subsidiaries and are referred
          to as "SPC3" and "SPC5" in Annex A to Amendment and Waiver No. 5),
          shall, no later than December 15, 1999, (i) cause the Intercompany
          Note dated June 28, 1999 of IFE otherwise transferred as part of the
          European Subsidiaries Restructuring to be acquired (or reacquired) by
          a Borrower other than IFE or a Restricted Subsidiary and pledged and
          assigned (or repledged and reassigned) thereby to the Administrative
          Agent for the benefit of the Secured Parties as Collateral, (ii)
          pledge and assign and repledge and reassign, as applicable, to the
          Administrative Agent for the benefit of the Secured Parties all of the
          Equity Interests in, and all of the Intercompany Notes issued by, the
          Restructured European Subsidiaries (as defined in Amendment and Waiver
          No. 5) intended to comprise part of the Collateral, and any other
          items of Collateral that were released by the Lenders and the Agents
          on the European Subsidiaries Restructuring Effective Date and (iii)
          take all actions necessary to comply with the requirements of Section
          5.02(j), all as though Sections 1(g)(iv), 4(b)(ii), 4(c) and 4(d) of
          Amendment and Waiver No. 5 had not become effective."

          (f) Section 5.02(b) of the Credit Agreement is hereby amended (i) to
     delete the word "and" at the end of subclause (ii)(A) thereof, (ii) to
     delete the language "; and" at the end of


                                   EX-10.1 - 5
<PAGE>


     subclause (ii)(B) thereof and to substitute therefor the new language ",
     and", (iii) to add the following new subclause (ii)(C):

               "(C) Indebtedness evidenced by the Intercompany Note dated June
          28, 1999 of IFE owing to FKE (as successor in interest to FKE Holdings
          upon the contribution thereto as part of the European Subsidiaries
          Restructuring);", and

     (iv) to delete the phrase "otherwise expressly permitted under Section
     5.02(e)(xii)" in the sixth and seventh lines of subclause (iii)(C) thereof
     and to substitute therefor the new phrase "otherwise expressly permitted
     under Section 5.02(e)(v)(D) or 5.02(e)(xii)".

               (g) Section 5.02(d) of the Credit Agreement is hereby amended (i)
          to delete the word "and" at the end of subclause (iii)(B) thereof and
          to substitute therefor the new punctuation ",", (ii) to delete the
          phrase "any of their respective Subsidiaries" at the end of subclause
          (iii)(C) thereof immediately following the language "any of the
          Borrowers or " and to substitute therefor the new phrase "any of the
          Restricted Subsidiaries", (iii) to add immediately prior to the
          PROVISO clause to clause (iii) thereof the following new subclause
          (iii)(D) thereto:

                  "and (D) any of the Unrestricted Subsidiaries may sell, lease,
                  transfer or otherwise dispose of any of its property or assets
                  to any of the other Unrestricted Subsidiaries", and

     (iv) to renumber the existing clause (xii) thereof as clause (xi) of
     Section 5.02(d).

          (h) Section 5.02(e) of the Credit Agreement is hereby amended (i) to
     delete the word "or" at the end of subclause (v)(B) thereof and to
     substitute therefor the new punctuation ",", (ii) to add the following new
     subclause (v)(D) thereto:

          "and (D) Saban in Fox Kids Europe Limited and Fox Kids France SARL
          comprised solely of loans and cash capital contributions made
          (directly or indirectly through FKE Holdings) in the ordinary course
          of business prior to the European Subsidiaries Restructuring Effective
          Date in an aggregate amount not to exceed $36,000,000",

     (iii) to delete the phrase "in accordance with clause (vii), (viii), (ix)
     or (xii) of Section 5.02(d)" in clause (viii) thereof and to substitute
     therefor the phrase "in accordance with clause (vii), (viii), (ix) or (xi)
     of Section 5.02(d)", (iv) to delete the word "and" at the end of clause
     (xii) thereof, (v) to delete the punctuation "." at the end of clause
     (xiii) thereof and to substitute therefor the new language "; and" and (vi)
     to add the following new clause (xiv) thereto:

               "(xiv) as part of the European Subsidiaries Restructuring,
          Investments by Saban and one or more of the Restricted Subsidiaries in
          FKE, either directly or indirectly, of all of the Equity Interests in
          Fox Kids Europe Limited, Fox Kids France SARL, TV 10 Holdings, Saban
          Merchandising and Licensing GmbH, Saban Entertainment Italy Srl and
          Saban Entertainment (UK) Ltd., certain properties, assets and
          businesses of SINV and Saban International Paris SARL and the
          Intercompany Note dated June 28, 1999 of IFE in exchange for at least
          51% of the outstanding Equity Interests in FKE (on a fully diluted
          basis); PROVIDED that immediately before and after giving PRO FORMA
          effect to each such Investment, no Default shall have occurred and be
          continuing."


                                   EX-10.1 - 6
<PAGE>


          (i) Section 5.02(g) of the Credit Agreement is hereby amended to
     restate clause (ii) thereof in its entirety to read as follows:

               "(ii) Amend, modify or change in any manner any of the terms or
          conditions of any of the Surviving Indebtedness or any of the other
          Intercompany Notes, except (A) that the terms and conditions of the
          Intercompany Note dated June 28, 1999 of IFE may be amended to reflect
          the capitalization of all accrued and unpaid interest thereon to the
          European Subsidiaries Restructuring Effective Date and to conform to
          the terms of the IFE/FKE Senior Notes upon the restatement thereof on
          the FKE Equity Offering Effective Date , (B) as part of the European
          Subsidiaries Restructuring, the terms of the Intercompany Notes of Fox
          Kids Europe Limited and Fox Kids France SARL that evidence the loans
          made by Saban and FKE Holdings in accordance with Section
          5.02(e)(v)(D) may be amended to replace (1) the maturity thereof upon
          demand with a maturity date that is no earlier than May 31, 2002 and
          (2) the payment of interest on demand with scheduled periodic interest
          payments to occur no more frequently than semiannually, and (C) as
          otherwise expressly permitted under the terms of the Loan Documents
          or, solely in the case of the Intercompany Notes, as, either
          individually or in the aggregate, could not adversely affect Fox Kids
          or any of its Subsidiaries or any of the rights or interests of the
          Administrative Agent or the Lenders in any manner;".

          (j) Section 5.02(l) of the Credit Agreement is hereby amended and
     restated in its entirety to read as follows:

               "(l) AMENDMENTS TO CONSTITUTIVE DOCUMENTS. Amend, or permit any
          of its Subsidiaries to amend, its Constitutive Documents, except that
          (i) Holdings or any of its Subsidiaries may amend its certificate or
          articles of association (or similar Constitutive Documents) to change
          its legal name, (ii) FKE may amend its Articles of Association to
          convert FKE from a besloten vennootschap organized under the laws of
          The Netherlands to a naamloze vennootschap organized under the laws of
          The Netherlands as part of the European Subsidiaries Restructuring and
          (iii) Holdings or any of its Subsidiaries may amend its bylaws (or
          similar Constitutive Documents) in such a manner as, either
          individually or in the aggregate, could not reasonably be expected to
          have a Material Adverse Effect; PROVIDED that copies of any such
          amendment to the Constitutive Documents of Holdings or any such
          Subsidiary shall be delivered to the Administrative Agent at least ten
          Business Days prior to the date on which such amendments are intended
          to become effective; and PROVIDED FURTHER that Holdings or its
          applicable Subsidiary shall have executed and filed such financing
          statements, or amendments thereto, and such instruments and notices,
          and shall have taken such other actions, as may be necessary or as the
          Administrative Agent may reasonably deem desirable and may request in
          order to perfect and preserve the pledges, assignments and security
          interests granted or purported to be granted under the Pledge and
          Assignment Agreement."

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

               "(c) ANNUAL FINANCIALS. As soon as available and in any event
          within 120 days after the end of each Fiscal Year, an unaudited
          Consolidated balance sheet of Holdings and its Subsidiaries as of the
          end of such Fiscal Year and unaudited


                                   EX-10.1 - 7
<PAGE>


          Consolidated statements of operations, stockholders' equity and cash
          flows of Holdings and its Subsidiaries for such Fiscal Year, setting
          forth in comparative form, in the case of each such Consolidated
          balance sheet, the corresponding figures as of the last day of the
          immediately preceding Fiscal Year from the Consolidated balance sheet
          for such Persons for such immediately preceding Fiscal Year and, in
          the case of each such Consolidated statement of operations,
          stockholders' equity or cash flows, the corresponding figures for the
          immediately preceding Fiscal Year, all in reasonable detail, together
          with an "AGREED UPON PROCEDURES" report prepared in accordance with
          the guidelines of the American Institute of Certified Public
          Accountants then in effect from Ernst & Young LLP (or other
          independent public accountants of recognized standing reasonably
          acceptable to the Required Lenders) for the reconciliation of the
          Consolidated financial statements of Holdings and its Subsidiaries for
          such Fiscal Year with the audited Consolidated financial statements of
          Fox Kids and its Subsidiaries for such Fiscal Year delivered to the
          Lenders pursuant to Section 7(i)(ii) of the Fox Kids Guarantee."

          (l) Section 5.03(d) of the Credit Agreement is hereby amended (i) to
     delete the existing clause (ii) thereof, (ii) to renumber the existing
     clauses (iii), (iv), (v) and (vi) thereof as clauses (ii), (iii), (iv) and
     (v) of Section 5.03(d), respectively, and (iii) to delete the language "in
     the case of any such financial statements delivered to the Lenders pursuant
     to Section 5.03(b)," at the beginning of the renumbered clauses (iv) and
     (v) of Section 5.03(d).

          (m) Section 7.01(c) of the Credit Agreement is hereby amended to
     delete the language "5.01(j) or 5.01(k)" in the third line of clause (i)
     thereof and to substitute therefor the new language "5.01(j), 5.01(k) or
     5.01(l)".

     SECTION 2. AMENDMENTS TO CERTAIN PROVISIONS OF THE CREDIT AGREEMENT
EFFECTIVE ON THE OFFERING EFFECTIVE DATE. The Credit Agreement is, upon the
occurrence of the Offering Effective Date, hereby amended to read as follows:

          (a) The definition of "CONSOLIDATED CASH INTEREST EXPENSE" set forth
     in Section 1.01 of the Credit Agreement is hereby amended (i) to delete the
     word "and" in the last line thereof immediately following the phrase "any
     deferred payment obligation" and to substitute therefor the punctuation ","
     and (ii) to add in the last line thereof after the phrase "not payable in
     cash" the following new subclause (D):

          "and (D) interest expense paid or payable by IFE in respect of
          Indebtedness outstanding under the IFE/FKE Senior Notes".

          (b) The definition of "CONSOLIDATED EBITDA" set forth in Section 1.01
     of the Credit Agreement is hereby amended to add the following new PROVISO
     clause at the end of such definition:

          "; PROVIDED, HOWEVER, that in the case of Fox Kids and its
          Subsidiaries or Holdings and its Subsidiaries, as the case may be, but
          solely with respect to any Measurement Period ending after September
          30, 1999, Consolidated EBITDA shall be increased to include, solely to
          the extent any such amount is otherwise deducted in the determination
          of the Consolidated Net Income of such Person and its Subsidiaries for
          such period, (A) any nonrecurring, noncash restructuring charges taken
          in accordance with GAAP in connection with the consummation of the
          Amendment No. 5 Transactions, (B) the aggregate amount of all
          transaction fees and expenses paid to any Person that is not an


                                   EX-10.1 - 8
<PAGE>


          Affiliate of Fox Kids or any of its Subsidiaries in connection with
          the consummation of the Amendment No. 5 Transactions and (C) any
          noncash charges taken in accordance with GAAP for increases in the
          value of the options to purchase common stock of Fox Kids, which
          options were issued to the Fox Kids Optionholders on or prior to the
          FKE Equity Effective Date, that result solely from increases in the
          market value of the ordinary shares of FKE".

          (c) The definition of "FIXED CHARGE COVERAGE RATIO" set forth in
     Section 1.01 of the Credit Agreement is hereby amended to add the following
     new parenthetical at the end of subclause (b)(v) thereof after the language
     "Fox Kids and its Subsidiaries during such period":

          "(other than the mandatory prepayment of outstanding Advances made on
          the FKE Equity Offering Effective Date with the proceeds of the
          IFE/FKE Senior Notes)".

          (d) Section 2.04(b) of the Credit Agreement is hereby amended (i) to
     add in the third line of subclause (iv)(B) thereof after the phrase "or
     subclause (iii)(A), (iii)(C) or (iii)(G), of Section 5.02(b)" the new
     language "and, except to the extent such reduction is expressly required
     thereunder, subclause (ii)(C) of Section 5.02(b) hereof" and (ii) to add in
     the third line of subclause (iv)(C) thereof after the phrase "pursuant to
     subclause (v), (vi) or (vii) of Section 5.02(f) hereof" the new language
     "and, except to the extent such reduction is expressly required thereunder,
     subclause (ix) of Section 5.02(f) hereof".

          (e) Section 4.01(ll) of the Credit Agreement is hereby amended (i) to
     delete the word "or" in the second line thereof after the phrase "on the
     Effective Date" and to substitute therefor the new punctuation "," and (ii)
     to add in the second line thereof after the phrase "the TV 10 Transactions
     Effective Date" the new language ", the Foreign Subsidiaries Restructuring
     Effective Date or the FKE Equity Offering Effective Date".

          (f) Section 5.02(b) of the Credit Agreement is hereby amended (i) to
     restate subclause (ii)(C) thereof in its entirety to read as follows:

               "(C) Indebtedness evidenced by the IFE/FKE Senior Notes, and the
          restatement on the FKE Equity Offering Effective Date of the
          Intercompany Note dated June 28, 1999 of IFE owing to FKE (as
          successor in interest to FKE Holdings) on the terms and conditions of
          the IFE/FKE Senior Notes; PROVIDED that all of the Net Cash Proceeds
          received from the issuance of the IFE/FKE Senior Notes shall be (or
          shall have been) applied on the date of receipt thereof 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); and PROVIDED FURTHER that the payee of such Indebtedness
          shall be at all times FKE or one or more of its wholly owned
          Subsidiaries or one or more of the Borrowers and their wholly owned
          Subsidiaries;", and

     (ii) to delete the language "any of subclauses (iii)(B)" in the second and
     third lines of subclause (iii)(N) thereof and to substitute therefor the
     new language "any of subclauses (ii)(C), (iii)(B)".

          (g) Section 5.02(d) of the Credit Agreement is hereby amended (i) to
     add the following new PROVISO clause at the end of clause (iv) thereof:


                                   EX-10.1 - 9
<PAGE>


          " PROVIDED, HOWEVER, that notwithstanding the foregoing provisions of
          this clause (iv), the Borrowers and the applicable Unrestricted
          Subsidiaries may wind up, liquidate or otherwise dissolve the special
          purpose companies organized in a jurisdiction of the United States as
          part of the European Subsidiaries Restructuring and referred to as
          "SPC3" and "SPC5" in Annex A to Amendment and Waiver No. 5 within ten
          Business Days of the FKE Equity Offering Effective Date so long as all
          of the property and assets thereof are distributed to, and all of
          their liabilities and other Obligations are assumed by, their
          respective shareholders upon their winding-up, liquidation or
          dissolution, as the case may be;",

     (ii) to delete the word " and" at the end of clause (x) thereof, (iii) to
     delete the punctuation "." at the end of clause (xi) thereof and to
     substitute therefor the new language "; and" and (iv) to add the following
     new clause (xii) thereto:

               "(xii) at any time prior to the consummation of the FKE Equity
          Offering, FKE Holdings may sell and otherwise transfer to FBC all of
          the Equity Interests in FKE received thereby upon the organization of
          FKE in satisfaction of its Obligations under the 1999 FBC Subscription
          Agreement; PROVIDED that the Fair Market Value of all such Equity
          Interests in FKE so issued to FBC shall not exceed the purchase price
          paid therefor under the 1999 FBC Subscription Agreement."

          (h) Section 5.02(f) of the Credit Agreement is hereby amended (i) to
     delete the language ", (vii) or (viii) of this Section 5.02(f)" in the
     tenth and eleventh lines thereof and to substitute therefor the new
     language ", (vii), (viii) or (ix) of this Section 5.02(f)", (ii) to delete
     the word "and" at the end of subclause (ii)(C) thereof after the language
     "Section 8(c)(iv) of the Fox Kids Guarantee" and to substitute therefor the
     new punctuation ",", (iii) to add at the end of clause (ii) thereof the
     following new subclause (ii)(E):

          "and (E) to pay additional compensation to one or more of its senior
          executives during the calendar year ending December 31, 1999 in
          connection with the FKE Equity Offering in an aggregate amount not to
          exceed $6,500,000",

     (iv) to delete the word "and" at the end of clause (vii) thereof, (v) to
     delete the punctuation "." at the end of clause (viii) thereof and to
     substitute therefor the new punctuation ";" and (vi) to add the following
     new clauses (ix) and (x) thereto:

               "(ix) FKE may issue and sell its ordinary shares in the FKE
          Equity Offering; provided that upon consummation of the FKE Equity
          Offering, the Borrowers and the Restricted Subsidiaries shall continue
          to own and control legally and beneficially Voting Interests in FKE
          representing at least 51% of the combined voting power of all of the
          Voting Interests in FKE (on a fully diluted basis) and Equity
          Interests in FKE representing at least 51% of the issued and
          outstanding Equity Interests in FKE (on a fully diluted basis); and
          PROVIDED FURTHER that FKE receives not less than $140,000,000 in gross
          proceeds in cash from such issuance and sale and applies such proceeds
          on the date of receipt thereof in the following manner:

                    (A) FIRST, at least $100,000,000 of the Net Cash Proceeds so
               received by FKE shall be paid to SINV in full satisfaction of the
               Intercompany Note of FKE owing to SINV (which Intercompany Note
               was issued in partial


                                  EX-10.1 - 10
<PAGE>


               consideration for the transfer of the FKE Intangibles, and
               assumed by FKE, in the European Subsidiaries Restructuring) and,
               immediately thereafter, paid to Saban in satisfaction of
               co-production costs funded by Saban in the ordinary course of
               business and, immediately thereafter, applied by Saban as
               follows:

                         (1) not more than $25,000,000 of such payment so
                    received by Saban may be retained thereby for use in the
                    business and operations of the Borrowers and their
                    Subsidiaries in the ordinary course; and

                         (2) the remaining proceeds of such payment so received
                    by Saban shall be applied 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);

                    (B) SECOND, not more than $60,000,000 of the Net Cash
               Proceeds so received by FKE may be retained thereby for use in
               the businesses and operations of FKE and its Subsidiaries in the
               ordinary course; and

                    (C) THIRD, all remaining Net Cash Proceeds so received by
               FKE shall be advanced (either directly or through the repayment
               of amounts outstanding under existing Intercompany Notes among
               IFE and its Affiliates) to IFE on the terms and conditions of the
               IFE/FKE Senior Notes and immediately applied by IFE in accordance
               with the terms of Section 5.02(b)(ii)(C); and

               (x) FKE may issue and sell its ordinary shares, or options or
          other rights to acquire its ordinary shares, to one or more employees
          of FKE and its Subsidiaries pursuant to a stock option plan duly
          adopted by the board of directors of FKE so long as (A) the aggregate
          number of ordinary shares of FKE so issued and sold (or subject to all
          options and other rights so issued and sold) shall not exceed 10% of
          the outstanding ordinary shares of FKE on the date of the related
          issuance and sale (on a fully diluted basis), (B) the purchase price
          for any ordinary shares of FKE so issued and sold, or the exercise
          price for any options or other rights so issued and sold, shall not be
          less than the Fair Market Value of the date of such issuance and sale,
          and such purchase price shall be paid in cash or with a loan or
          advance from one of the Borrowers or their Subsidiaries otherwise
          permitted under Section 5.02(e)(vi) and (C) immediately after giving
          effect to each such issuance and sale, the Borrowers and the
          Restricted Subsidiaries shall continue to own and control legally and
          beneficially Voting Interests in FKE representing at least 51% of the
          combined voting power of all of the Voting Interests in FKE (on a
          fully diluted basis) and Equity Interests in FKE representing at least
          51% of the issued and outstanding Equity Interests in FKE (on a fully
          diluted basis)."

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

               "(G) the prepayment of amounts outstanding from time to time
          under the IFE/FKE Senior Notes in accordance with Section 5.02(p);".


                                  EX-10.1 - 11
<PAGE>


          (j) Section 5.02 of the Credit Agreement is hereby further amended to
     add at the end of such Section 5.02 the following new subsection (p):

               "(p) PAYMENTS UNDER THE IFE/FKE SENIOR NOTES. Pay, prepay,
          redeem, purchase, defease or otherwise satisfy in cash all or any
          portion of the IFE/FKE Senior Notes (whether principal, interest, fees
          or other amounts) unless immediately before and after giving PRO forma
          effect to such payment, prepayment, redemption, purchase, defeasance
          or other satisfaction, no Default shall have occurred and be
          continuing."

     SECTION 3. AMENDMENTS TO CERTAIN PROVISIONS OF THE FOX KIDS GUARANTEE
EFFECTIVE ON THE RESTRUCTURING EFFECTIVE DATE. The Fox Kids Guarantee is, upon
the occurrence of the Restructuring Effective Date, hereby amended to read as
follows:

          (a) Section 6(aa) of the Fox Kids Guarantee is hereby amended (i) to
     delete the word "or" in the second line thereof after the phrase "on the
     Effective Date" and to substitute therefor the new punctuation "," and (ii)
     to add to the second line thereof after the phrase "on the TV 10
     Transactions Effective Date" the new phrase ", the European Subsidiaries
     Restructuring Effective Date or the FKE Equity Offering Effective Date".

          (b) Section 7(g) of the Fox Kids Guarantee is hereby amended (i) to
     delete the word "and" at the end of clause (vi) thereof, (ii) to delete the
     punctuation "." at the end of clause (vii) thereof and to substitute
     therefor the new language "; and" and (iii) to add the following new clause
     (viii) thereto:

               "(viii) the making and holding of the loans to IFE as evidenced
          by the IFE/FKE Senior Notes and the making and holding of loans by,
          and capital contributions from, Saban to Fox Kids Europe Limited and
          Fox Kids France SARL in accordance with Section 5.02(e)(v)(D) of the
          Credit Agreement."

          (c) Section 8(d) of the Fox Kids Guarantee is hereby amended to add at
     the end of clause (iii) thereof the following new language:

          "except, solely in the case of the FBC Subordinated Notes Documents,
          the NAHI Subordinated Notes Documents or the Permitted Affiliate
          Subordinated Notes, as, either individually or in the aggregate, could
          not adversely affect Fox Kids or any of its Subsidiaries or any of the
          rights or interests of the Administrative Agent or the Lenders in any
          manner."

     SECTION 4. WAIVERS OF AND CONSENTS UNDER CERTAIN PROVISIONS OF THE LOAN
DOCUMENTS. (a) Any and all Defaults and Events of Default under Section
7.01(c)(i) of the Credit Agreement that have occurred and are continuing as a
result of the failure of Holdings and the Borrowers to deliver the financial
statements required to be delivered thereby under Sections 5.03(b) or 5.03(c) of
the Credit Agreement for any Fiscal Quarter or Fiscal Year occurring prior to
the date of this Amendment and Waiver are hereby waived by the Lenders.

          (b) Each of the Lenders and the Agents hereby agree, on and as of the
     Restructuring Effective Date, but solely in connection with the
     consummation of the Amendment No. 5 Transactions, to waive:


                                  EX-10.1 - 12
<PAGE>


               (i) the requirements of the second PROVISO to the definition of
          "FAIR MARKET Value" set forth in Section 1.01 of the Credit Agreement
          that a Responsible Officer certify to the Lenders the Fair Market
          Value of the Equity Interests in any Unrestricted Subsidiary, or the
          other property, assets or businesses of Saban or any of its
          Subsidiaries, being sold, contributed or otherwise transferred as part
          of the European Subsidiaries Restructuring and the Fair Market Value
          of the Equity Interests in Fox Kids Europe being issued to FBC in
          satisfaction of the Obligations of Fox Kids Europe under the 1999 FBC
          Subscription Agreement, or obtain an independent determination thereof
          from a qualified appraiser (although all of the other requirements of
          such definition of "FAIR MARKET VALUE" shall remain in full force and
          effect with respect to each such transaction); and

               (ii) the requirements of Section 5.02(j) of the Credit Agreement
          and Section 1(a)(ii) of the Pledge and Assignment Agreement (and the
          similar provisions of certain of the Foreign Subsidiary Pledge
          Agreements) that the Borrowers and the Restricted Subsidiaries pledge
          to the Administrative Agent, on behalf of the Secured Parties, up to
          66% of the Voting Interests and all of the other Equity Interests in
          the Unrestricted Subsidiaries being organized thereby as part of the
          European Subsidiaries Restructuring unless either (A) such Voting
          Interests or other Equity Interests will continue to be owned or
          otherwise held directly by one or more of the Borrowers and the
          Restricted Subsidiaries upon consummation of the European Subsidiaries
          Restructuring or (B) the European Subsidiaries Restructuring is not
          consummated on or prior to December 15, 1999.

          (c) Each of the Lenders and the Agents hereby consent, on and as of
     the Restructuring Effective Date, to release all liens and security
     interests of the Secured Parties in (i) the Equity Interests in the
     Restructured European Subsidiaries comprising part of the Collateral and
     (ii) Intercompany Notes owing to each of the Restructured European
     Subsidiaries comprising part of the Collateral, in each case in accordance
     with the terms of Section 23(a) of the Pledge and Assignment Agreement (and
     any similar provisions of any of the other Collateral Documents).

          (d) Each of the Lenders and the Agents hereby consent, on and as of
     the Restructuring Effective Date, to release and discharge each of the
     Restructured European Subsidiaries from its guarantee of the Guaranteed
     Obligations (as defined in the Subsidiaries Guarantee) and all of its other
     Obligations under and in respect of the Loan Documents to which such
     Restructured European Subsidiary is a party.

     SECTION 5. CONDITIONS OF EFFECTIVENESS TO THIS AMENDMENT AND WAIVER. (a)
Sections 1, 3 and 4 of this Amendment and Waiver shall become effective as of
the first date (the "RESTRUCTURING EFFECTIVE DATE") on which each of the
following conditions precedent shall have been satisfied:

          (i) The Administrative Agent shall have received (i) counterparts of
     this Amendment and Waiver executed by the Borrowers, 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 Consent attached hereto executed by each of the Loan
     Parties (other than Holdings, Fox Kids and the Borrowers).


                                  EX-10.1 - 13
<PAGE>


          (ii) The Required Lenders shall be reasonably satisfied with any and
     all additions and other modifications to the European Subsidiaries
     Restructuring from the structure described in Part I of Annex A hereto. All
     of the Lenders shall have received copies, certified by a Responsible
     Officer of Fox Kids or the Borrowers, of the 1999 FBC Subscription
     Agreement (as defined in Section 1) and all of the other material
     agreements, instruments and other documents evidencing or otherwise setting
     forth the terms and conditions of the European Subsidiaries Restructuring
     (collectively, the "RESTRUCTURING TRANSACTION DOCUMENTS") at least three
     Business Days prior to the Restructuring Effective Date, and shall be
     satisfied with any and all additions and other changes to the terms and
     conditions thereof from those disclosed to the Lenders prior to the date of
     this Amendment and Waiver.

          (iii) 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
     European Subsidiaries Restructuring 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 Required 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 Required Lenders that restrains, prevents or imposes
     materially adverse conditions upon any aspect of the European Subsidiaries
     Restructuring or any of the other transactions contemplated thereby. Each
     aspect of the European Subsidiaries Restructuring shall have been
     consummated or shall be consummated on or prior to the Restructuring
     Effective Date in compliance with all applicable Requirements of Law.

          (iv) The Administrative Agent shall have received on or before the
     Restructuring Effective Date the following, each dated such date (unless
     otherwise specified), in form and substance to which (unless otherwise
     specified) the Lenders shall not have reasonably objected and (unless
     otherwise specified) in sufficient copies for each of the Lenders:

               (A) A certificate of a Responsible Officer of Fox Kids or the
          Borrowers, in form and substance reasonably satisfactory to the
          Administrative Agent, certifying that immediately before and after
          giving PRO FORMA effect to each aspect of the European Subsidiaries
          Restructuring and the other transactions contemplated thereby that are
          to have been consummated at or prior to such time, no Default shall
          have occurred and be continuing and, immediately after giving effect
          to each aspect of the European Subsidiaries Restructuring and such
          other transactions contemplated thereby, Fox Kids and its Subsidiaries
          shall be in PRO FORMA compliance with all of the covenants set forth
          in Section 5.04, such compliance to have been determined on the basis
          of the Consolidated financial statements of Fox Kids and its
          Subsidiaries or Holdings and its Subsidiaries, as applicable, most
          recently delivered to the Lenders pursuant to Section 7(i)(i) or
          7(i)(ii) of the Fox Kids Guarantee or Section 5.03(b) or 5.03(c) of
          the Credit Agreement, respectively, as though the European
          Subsidiaries Restructuring and such other transactions had been
          consummated on the first day of the fiscal period covered thereby.

               (B) Certified copies of (1) the resolutions of the board of
          directors of each Loan Party that is or is to be a party to any aspect
          of the European Subsidiaries Restructuring or the transactions
          contemplated thereby that are to have been consummated at or prior to
          such time approving the Restructuring Transaction Documents to which
          it is or is to be a party and the consummation of each aspect of the


                                  EX-10.1 - 14
<PAGE>


          European Subsidiaries Restructuring and the other transactions
          contemplated by any of the foregoing involving or affecting such Loan
          Party, and (2) all documents evidencing necessary Governmental
          Authorizations, or other necessary consents, approvals,
          authorizations, notices, filings or actions, with respect to any of
          the Restructuring Transaction Documents to which it is or is to be a
          party or the consummation of any aspect of the European Subsidiaries
          Restructuring, or any of the other transactions contemplated by any of
          the foregoing, involving or affecting such Loan Party (other than the
          Constitutive Documents of any Unrestricted Subsidiary that is or will
          become a direct or indirect wholly owned Subsidiary of Fox Kids
          Europe).

               (C) A copy of the appraisal by Houlihan Lokey Howard & Zukin of
          the Fair Market Value of the FKE Intangibles.

               (D) A copy of the certificate or articles of incorporation (or
          similar Constitutive Document) of each of the wholly owned Domestic
          Subsidiaries created as part of the European Subsidiaries
          Restructuring other than the two special purpose companies organized
          in a jurisdiction of the United States as part of the European
          Subsidiaries Restructuring and referred to as "SPC3" and "SPC5" in
          Annex A hereto (collectively, the "NEW RESTRICTED SUBSIDIARIES"), and
          each amendment thereto, certified (as of a date reasonably near the
          Restructuring Effective Date) as being a true and complete copy
          thereof by the Secretary of State (or the equivalent Governmental
          Authority) of the jurisdiction of incorporation of such New Restricted
          Subsidiary.

               (E) A copy of a certificate of the Secretary of State (or the
          equivalent Governmental Authority) of the jurisdiction of
          incorporation of each New Restricted Subsidiary, dated reasonably near
          the Restructuring Effective Date, listing the certificate or articles
          of incorporation (or similar Constitutive Document) of such New
          Restricted Subsidiary and each amendment thereto on file in the office
          thereof and certifying that (1) such amendments are the only
          amendments to the certificate or articles of incorporation (or similar
          Constitutive Document) of such New Restricted Subsidiary on file in
          its office, (2) such New Restricted Subsidiary has paid all franchise
          taxes (or the equivalent thereof) to the date of such certificate and
          (3) such New Restricted Subsidiary is duly organized and is in good
          standing under the laws of the jurisdiction of its incorporation.

               (F) Certificates representing the Pledged Interests comprising
          all of the outstanding Equity Interests in the New Restricted
          Subsidiaries and, to the extent owned or otherwise held by the
          Borrowers and the Restricted Subsidiaries, Fox Kids Europe, in each
          case accompanied by undated stock powers or other appropriate powers
          duly executed in blank, and instruments evidencing the Pledged
          Indebtedness, if any, comprising all of the Indebtedness of any of the
          New Restricted Subsidiaries owing to any of the other Loan Parties,
          duly endorsed in blank, together with:

                    (1) 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 under the Pledge and Assignment


                                  EX-10.1 - 15
<PAGE>


               Agreement, covering such Pledged Interests and Pledged
               Indebtedness, in each case completed in a manner satisfactory to
               the Administrative Agent; and

                    (2) 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.

               (G) One or more guarantee supplements, in substantially the form
          of Exhibit A to the Subsidiaries Guarantee, duly executed by each of
          the New Restricted Subsidiaries.

               (H) 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 New Restricted Subsidiaries, together with:

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

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

                    (3) 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 New Restricted
               Subsidiaries described therein, in each case completed in a
               manner satisfactory to the Administrative Agent and duly executed
               by the applicable New Restricted Subsidiary; and

                    (4) 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 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.

               (I) A certificate of each of the New Restricted Subsidiaries,
          signed on behalf of such New Restricted Subsidiary by a Responsible
          Officer thereof,
          dated the Restructuring Effective Date (the statements made in which
          certificate shall be true on and as of the Restructuring Effective
          Date), certifying as to:


                                  EX-10.1 - 16
<PAGE>


                    (1) the absence of any amendments to the certificate or
               articles of incorporation (or similar Constitutive Document) of
               such New Restricted Subsidiary since the date of the Secretary of
               State's (or equivalent Governmental Authority's) certificate
               delivered pursuant to clause (E) of this Section 5(a)(iv) or any
               steps taken by the board of directors or the shareholders (or the
               persons performing similar functions) of such New Restricted
               Subsidiary to effect or authorize any further amendment,
               supplement or other modification thereto;

                    (2) the accuracy and completeness of the bylaws (or the
               equivalent Constitutive Documents, if any) of such New Restricted
               Subsidiary as in effect on the date on which the resolutions of
               the board of directors (or the persons performing similar
               functions) of such New Restricted Subsidiary referred to in
               clause (B) of this Section 5(a)(iv) were adopted and on the
               Restructuring Effective Date (a copy of which shall be attached
               to such certificate);

                    (3) the due organization and good standing of such New
               Restricted Subsidiary as a Person organized under the laws of the
               jurisdiction of its organization, and the absence of any
               proceeding (either pending or contemplated) for the dissolution,
               liquidation or other termination of the existence of such New
               Restricted Subsidiary;

                    (4) the legal and beneficial ownership by such New
               Restricted Subsidiary of all of the Collateral in which such New
               Restricted Subsidiary has 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;

                    (5) the accuracy in all material respects of the
               representations and warranties made by such New Restricted
               Subsidiary in the Loan Documents to which it is or is to be a
               party as though made on and as of the Restructuring Effective
               Date, before and after giving effect to this Amendment and Waiver
               and the European Subsidiaries Restructuring; and

                    (6) the absence of any event occurring and continuing, or
               resulting from this Amendment and Waiver or any aspect of the
               European Subsidiaries Restructuring, that would constitute a
               Default other than the Defaults and Events of Default expressly
               waived under Section 4.

               (J) A certificate of the Secretary or an Assistant Secretary of
          each of the New Restricted Subsidiaries certifying the names and true
          signatures of the officers of such New Restricted Subsidiary
          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.


                                  EX-10.1 - 17
<PAGE>


               (K) A Deed of Pledge of Shares, in substantially the form of the
          Deed of Pledge of Shares dated the Phase II Closing Date, dated the
          Restructuring Effective Date (the "DUTCH FKE PLEDGE") among Saban and
          its applicable Subsidiaries (including Fox Kids Europe) and the
          Administrative Agent, duly executed by Saban, Fox Kids Europe and each
          such Subsidiary, together with evidence that all of the actions
          (including, without limitation, the completion of all of the
          recordings and filings of or with respect to the Dutch FKE Pledge)
          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 Dutch FKE Pledge have been taken or will
          be taken in accordance with the terms of the Loan Documents.

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

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

               (N) A favorable opinion of Stibbe Simont Monahan Duhot, Dutch
          counsel for the Loan Parties, in form and substance satisfactory to
          the Lenders.

          (v) The representations and warranties set forth in each of the Loan
     Documents shall be correct in all material respects on and as of the date
     first above written and the Restructuring Effective Date, before and after
     giving effect to this Amendment and Waiver and the European Subsidiaries
     Restructuring and the transactions contemplated thereby, as though made on
     and as of such date (except (A) for any such representation and warranty
     that, by its terms, refers to a specific date other than the Restructuring
     Effective Date, in which case as of such specific date and (B) that the
     Consolidated financial statements of each of the Borrowers and its
     Subsidiaries and Fox Kids and its Subsidiaries referred to in Sections
     4.01(f), 4.01(g), 4.01(h) and 4.01(i) of the Credit Agreement,
     respectively, shall be deemed to refer to the Consolidated financial
     statements of each such Borrower and its Subsidiaries and Fox Kids and its
     Subsidiaries most recently delivered to the Administrative Agent and the
     Lenders pursuant to Sections 5.03(b) and 5.03(c) of the Credit Agreement
     and Sections 7(i)(i) and 7(i)(ii) of the Fox Kids Guarantee, respectively,
     on or prior to the Restructuring Effective Date and (C) that the forecasted
     Consolidated financial statements of Fox Kids and its Subsidiaries referred
     to in Section 4.01(j) of the Credit Agreement shall be deemed to refer to
     the forecasted Consolidated financial statements of Fox Kids and its
     Subsidiaries most recently delivered to the Administrative Agent and the
     Lenders prior to the Restructuring Effective Date).

          (vi) No event shall have occurred and be continuing, or shall result
     from the effectiveness of this Amendment and Waiver or the European
     Subsidiaries Restructuring, that constitutes a Default other than the
     Defaults and Events of Default expressly waived under Section 4.

          (vii) The Restructuring Effective Date shall have occurred on or prior
     to December 15, 1999.


                                  EX-10.1 - 18
<PAGE>


          (b) Section 2 of this Amendment and Waiver shall become effective as
     of the first date (the "OFFERING EFFECTIVE DATE") on which each of the
     following conditions precedent shall have been satisfied:

               (i) The Restructuring Effective Date shall have occurred. The
          Offering Effective Date shall have occurred on or prior to December
          15, 1999.

               (ii) The Required Lenders shall be reasonably satisfied with any
          and all additions and other modifications (A) to the FKE Equity
          Offering from the structure described in Part I of Annex A hereto and
          (B) the terms and conditions of the IFE/FKE Senior Notes from the
          terms and conditions thereof disclosed to the Lenders prior to the
          Restructuring Effective Date. All of the Lenders shall have received
          copies, certified by a Responsible Officer of Fox Kids or the
          Borrowers, of the Final Offering Memorandum, the form of the IFE/FKE
          Senior Notes and all of the other material agreements, instruments and
          other documents evidencing or otherwise setting forth the terms and
          conditions of the Amendment No. 5 Transactions at least three Business
          Days prior to the Offering Effective Date, and shall be satisfied with
          any and all additions and other changes to the terms and conditions
          thereof from those disclosed to the Lenders prior to the date of this
          Amendment and Waiver.

               (iii) 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. 5 Transactions 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 Required 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 Required
          Lenders that restrains, prevents or imposes materially adverse
          conditions upon any aspect of the Amendment No. 5 Transactions or any
          of the other transactions contemplated thereby. Each aspect of the
          Amendment No. 5 Transactions shall have been consummated or shall be
          consummated on or prior to the Offering Effective Date in compliance
          with all applicable Requirements of Law.

               (iv) The Administrative Agent shall have received on or before
          the Offering Effective Date a certificate of a Responsible Officer of
          Fox Kids or the Borrowers, dated the Offering Effective Date and
          otherwise in form and substance reasonably satisfactory to the
          Administrative Agent, certifying that immediately before and after
          giving PRO FORMA effect to each aspect of the Amendment No. 5
          Transactions and the other transactions contemplated thereby, no
          Default shall have occurred and be continuing and (A) immediately
          after giving effect to each aspect of the Amendment No. 5 Transactions
          and the other transactions contemplated thereby, Fox Kids and its
          Subsidiaries shall be in PRO FORMA compliance with all of the
          covenants set forth in Section 5.04, such compliance to have been
          determined on the basis of the Consolidated financial statements of
          Fox Kids and its Subsidiaries or Holdings and its Subsidiaries, as
          applicable, most recently delivered to the Lenders pursuant to Section
          7(i)(i) or 7(i)(ii) of the Fox Kids Guarantee or Section 5.03(b) or
          5.03(c) of the Credit Agreement, respectively, as though the Amendment
          No. 5 Transactions and such other transactions had been consummated on
          the first day of the fiscal period covered thereby.


                                  EX-10.1 - 19
<PAGE>


               (v) The representations and warranties set forth in each of the
          Loan Documents shall be correct in all material respects on and as of
          the date first above written and the Offering Effective Date, before
          and after giving effect to this Amendment and Waiver and the Amendment
          No. 5 Transactions, as though made on and as of such date (except (A)
          for any such representation and warranty that, by its terms, refers to
          a specific date other than the Offering Effective Date, in which case
          as of such specific date and (B) that the Consolidated financial
          statements of each of the Borrowers and its Subsidiaries and Fox Kids
          and its Subsidiaries referred to in Sections 4.01(f), 4.01(g), 4.01(h)
          and 4.01(i) of the Credit Agreement, respectively, shall be deemed to
          refer to the Consolidated financial statements of each such Borrower
          and its Subsidiaries and Fox Kids and its Subsidiaries most recently
          delivered to the Administrative Agent and the Lenders pursuant to
          Sections 5.03(b) and 5.03(c) of the Credit Agreement and Sections
          7(i)(i) and 7(i)(ii) of the Fox Kids Guarantee, respectively, on or
          prior to the Offering Effective Date and (C) that the forecasted
          Consolidated financial statements of Fox Kids and its Subsidiaries
          referred to in Section 4.01(j) of the Credit Agreement shall be deemed
          to refer to the forecasted Consolidated financial statements of Fox
          Kids and its Subsidiaries most recently delivered to the
          Administrative Agent and the Lenders prior to the Offering Effective
          Date).

               (vi) No event shall have occurred and be continuing, or shall
          result from the effectiveness of this Amendment and Waiver or the
          Amendment No. 5 Transactions, that constitutes a Default.

               (vii) The Borrowers shall have paid to the Administrative Agent,
          for the account of each of the Lenders that has executed and delivered
          a counterpart of this Amendment and Waiver to the Administrative Agent
          on or prior to the date of this Amendment and Waiver (or advised the
          Administrative Agent in a manner satisfactory to it that such Lender
          has executed this Amendment and Waiver on or prior to the date of this
          Amendment and Waiver), an amendment fee of 0.05% on the aggregate
          Commitments of such Lender.

               (viii) All of the accrued fees and expenses of the Administrative
          Agent and the Lenders (including the accrued fees and expenses of
          counsel for the Administrative Agent) shall have been paid in full.

The effectiveness of each of Sections 1, 3 and 4 (in accordance with subsection
(a) of this Section 5) and Section 2 (in accordance with subsection (b) of this
Section 5) 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 6. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. (a) On and after
each of the Restructuring Effective Date and the Offering Effective Date, as
applicable, (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, as applicable; (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


                                  EX-10.1 - 20
<PAGE>


each reference in each of the other Loan Documents to "THE FOX KIDS GUARANTEE",
"THEREUNDER", "THEREOF " 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, as applicable; (iii) each
reference in the Pledge and Assignment Agreement to "THIS AGREEMENT,"
"HEREUNDER" "HEREOF", or words of like import referring to such Pledge and
Assignment Agreement and each reference in each of the other Loan Documents to
"THE PLEDGE AND ASSIGNMENT AGREEMENT," "THEREUNDER", "THEREOF" 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, as applicable; (iv) each reference in the
Subsidiaries Guarantee to "THIS Guarantee", "HEREUNDER", "HEREOF" or words of
like import referring to the Subsidiaries Guarantee, and each reference in the
Notes and each of the other Loan Documents to "THE SUBSIDIARIES GUARANTEE",
"THEREUNDER", "THEREOF " or words of like import referring to the Subsidiaries
Guarantee, shall mean and be a reference to the Subsidiaries Guarantee, as
amended and otherwise modified by this Amendment and Waiver, as applicable; and
(v) each reference in each Collateral Document to "THIS AGREEMENT", "HEREUNDER",
"HEREOF" or words of like import referring to such Collateral Document, and each
reference in the Notes and each of the other Loan Documents to "THE COLLATERAL
DOCUMENTS", "THEREUNDER", "THEREOF " or words of like import referring to such
Collateral Document, shall mean and be a reference to such Collateral Document,
as amended and otherwise modified by this Amendment and Waiver, as applicable.

     (b) The Credit Agreement, the Notes and each of the other Loan Documents,
as amended, supplemented and otherwise modified by the amendments, supplements,
waivers and affirmations specifically provided above in Sections 1 through 4,
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.

     (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, or constitute a waiver of any provision of any
of the Loan Documents.

     SECTION 7. 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 8. 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.


                                  EX-10.1 - 21
<PAGE>


     SECTION 9. GOVERNING LAW. This Amendment and Waiver 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.

     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:  Mel Woods
                                             Title: President


                                        INTERNATIONAL FAMILY
                                        ENTERTAINMENT, INC.

                                        By  /S/ MEL WOODS
                                            --------------------------
                                             Name:  Mel Woods
                                             Title: President


                                        SABAN ENTERTAINMENT, INC.

                                        By  /S/ STAN GOLDEN
                                            --------------------------
                                              Name:  Stan Golden
                                              Title: President


                                        FOX FAMILY MANAGEMENT, LLC

                                        By   Haim Saban, as its Manager

                                              /S/ HAIM SABAN
                                              -------------------------


                                  EX-10.1 - 22
<PAGE>


                                        FOX FAMILY PROPERTIES, INC.

                                        By  /S/ MEL WOODS
                                            --------------------------
                                             Name:  Mel Woods
                                             Title: President


                                        FOX FAMILY WORLDWIDE, INC.

                                        By  /S/ MEL WOODS
                                            --------------------------
                                             Name:  Mel Woods
                                             Title: President


                                        FOX KIDS HOLDINGS, LLC

                                        By  Fox Family Worldwide, Inc.
                                             as its Managing Member

                                        By  /S/ MEL WOODS
                                            --------------------------
                                             Name:  Mel Woods
                                             Title: Authorized Signatory


                                  EX-10.1 - 23
<PAGE>


                                        THE AGENTS AND THE LENDERS

                                        CITICORP USA, INC., as Agent and as
                                          Lender

                                        By  /S/ ELIZABETH H. MINNELLA
                                            ----------------------------
                                             Name:  Elizabeth H. Minnella
                                             Title: Vice President


                                        SALOMON SMITH BARNEY INC., as Agent

                                        By  /S/ WILLIAM L. HARTMANN
                                            ------------------------------
                                             Name:  William L. Hartmann
                                             Title: Attorney-In-Fact


                                  EX-10.1 - 24
<PAGE>


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

                                        By  /S/ ROBERT F. MILORDI
                                            ------------------------------
                                             Name:
                                             Title:


                                  EX-10.1 - 25
<PAGE>


                                        THE CHASE MANHATTAN BANK, as
                                           Lender

                                        By  /S/ JOAN FITZGIBBON
                                            ------------------------------
                                             Name:  Joan M. Fitzgibbon
                                             Title: Managing Director


                                        CHASE SECURITIES, INC., as Agent

                                        By  /S/ JOHN P.HALTMAIER
                                            ------------------------------
                                              Name:  John P. Haltmaier
                                              Title: Vice President


                                  EX-10.1 - 26
<PAGE>


                                        BANK OF AMERICA, N.A., as Lender

                                        By  /S/ SEAN W. CASSIDY
                                            ------------------------------
                                             Name:  Sean W. Cassidy
                                             Title: Vice President


                                  EX-10.1 - 27
<PAGE>


                                        THE BANK OF NOVA SCOTIA, as Lender

                                        By  /S/ IAN A. HODGART
                                            ------------------------------
                                             Name:  Ian A. Hodgart
                                             Title: Authorized Signatory


                                  EX-10.1 - 28
<PAGE>


                                        FLEET BANK, N.A., as Lender

                                        By  /S/ TANYA CROSSLEY
                                            ------------------------------
                                             Name:  Tanya M. Crossley
                                             Title: Vice President


                                  EX-10.1 - 29
<PAGE>


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

                                        By  /S/ CARL-ERIC BENZINGER
                                            ------------------------------
                                             Name:  Carl-Eric Benzinger
                                             Title: SVP & SDGM


                                  EX-10.1 - 30
<PAGE>


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

                                        By  /S/ MARK A. BAIRD
                                            ------------------------------
                                             Name:  Mark A. Baird
                                             Title: Vice President


                                  EX-10.1 - 31
<PAGE>


                                        SOCIETE GENERALE, NEW YORK
                                           BRANCH, as Co-Agent and as Lender

                                        By  /S/ ELAINE KHALIL
                                            ------------------------------
                                             Name:  Elaine Khalil
                                             Title: Vice President


                                  EX-10.1 - 32
<PAGE>


                                        THE BANK OF NEW YORK, as Lender

                                        By  /S/ STEPHEN M. NETTLER
                                            ------------------------------
                                             Name:  Stephen M. Nettler
                                             Title: Assistant Vice President


                                  EX-10.1 - 33
<PAGE>


                                        BANQUE NATIONALE DE PARIS, as
                                          Lender

                                        By  /S/ NUALA MARLEY
                                            ------------------------------
                                             Name:  Nuala Marley
                                             Title: Vice President

                                        By  /S/ BRIAN M. FOSTER
                                            ------------------------------
                                             Name:  Brian M. Foster
                                             Title: Vice President


                                  EX-10.1 - 34
<PAGE>


                                        THE MITSUBISHI TRUST AND BANKING
                                           CORPORATION, LOS ANGELES
                                           AGENCY, as Lender

                                        By
                                            ------------------------------
                                             Name:
                                             Title:


                                  EX-10.1 - 35
<PAGE>


                                        THE SUMITOMO BANK, LIMITED, as
                                            Lender

                                        By
                                            ------------------------------
                                             Name:
                                             Title:


                                  EX-10.1 - 36
<PAGE>


                                        CRESTAR BANK, as Lender

                                        By  /S/ THOMAS C. KING
                                            ------------------------------
                                             Name:  Tom King
                                             Title: Assistant Vice President


                                  EX-10.1 - 37
<PAGE>


                                        THE DAI-ICHI KANGYO BANK, LIMITED,
                                           as Lender

                                        By  /S/ THOMAS CHA
                                            ------------------------------
                                             Name:  Thomas Cha
                                             Title: Account Officer


                                  EX-10.1 - 38
<PAGE>


                                        MORGAN GUARANTY TRUST COMPANY
                                          OF NEW YORK, as Lender

                                        By  /S/ WILLIAM IMGRASSIN
                                            ------------------------------
                                             Name:  William Imgrassin
                                             Title: V.P.


                                  EX-10.1 - 39
<PAGE>


                                        GENERAL ELECTRIC CAPITAL
                                          CORPORATION, as Lender

                                        By  /S/ ROBERT M. KADLICK
                                            ------------------------------
                                             Name:  Robert M. Kadlick
                                             Title: Duly Authorized Signatory


                                  EX-10.1 - 40
<PAGE>


                                        FIRST HAWAIIAN BANK, as Lender

                                        By
                                            ------------------------------
                                             Name:
                                             Title:


                                  EX-10.1 - 41
<PAGE>


                                        ISRAEL DISCOUNT BANK LIMITED, LOS
                                          ANGELES AGENCY., as Lender

                                        By  /S/ HIEU T. NGUYEN
                                            ------------------------------
                                             Name:  Hieu T. Nguyen
                                             Title: Vice President


                                  EX-10.1 - 42
<PAGE>


                                    CONSENT

     Reference is made to (a) Amendment and Waiver No. 5 dated as of October 26,
1999 (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), (b) 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, Letter Amendment No. 2 dated as of April 16,
1998, Amendment and Waiver No. 3 to the Loan Documents dated as of June 29,
1998, Amendment and Waiver No. 4 dated as of May 26, 1999, the Amendment and
Waiver, the "CREDIT AGREEMENT") among FCN Holding, Inc., International Family
Entertainment, Inc., Saban Entertainment, Inc., Fox Family Properties, Inc. and
Fox Family Management, LLC (collectively, the "BORROWERS"), Fox Kids Holdings,
LLC, a Delaware limited liability company ("HOLDINGS"), as Guarantor, the banks,
financial institutions and other institutional lenders (collectively, the
"LENDERS") party to the Credit Agreement, Citicorp USA, Inc., as administrative
agent (the "ADMINISTRATIVE AGENT") for such Lenders and the other Secured
Parties referred to therein, and Salomon Smith Barney Inc. (formerly known as
Citicorp Securities, Inc.), Chase Securities, Inc. and BankBoston, N.A., as
Co-Arrangers for the Facilities 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 the
following Agreements, (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
Europe Holdings, Inc. 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, SINV 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 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 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:


                                  EX-10.1 - 43
<PAGE>


          (A) each of the Subsidiaries Guarantee, the Pledge and Assignment
     Agreement, the Foreign Subsidiary Pledge Agreements and the other
     Collateral Documents 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 on each of the Restructuring Effective Date and the Offering
     Effective Date, except that, on and after each of the Restructuring
     Effective Date and the Offering Effective Date, as applicable, (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",


                                  EX-10.1 - 44
<PAGE>


     "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, (3) each
     reference to the "THE PLEDGE AND ASSIGNMENT AGREEMENT", "THEREUNDER",
     "THEREOF", "THEREIN" 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 the Amendment
     and Waiver, (4) each reference to "THE SUBSIDIARIES GUARANTEE",
     "THEREUNDER", "THEREOF", "THEREIN" or words of like import referring to the
     Subsidiaries Guarantee shall mean and be a reference to the Subsidiaries
     Guarantee, as amended and otherwise modified by the Amendment and Waiver,
     and (5) each reference to the "THE COLLATERAL DOCUMENTS", "THEREUNDER",
     "THEREOF", "THEREIN" or words of like import referring to any Collateral
     Document shall mean and be a reference to such Collateral Document, as
     amended and otherwise modified by the Amendment and Waiver; and

          (B) as of each of the Restructuring Effective Date and the Offering
     Effective Date, as applicable, 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/ STAN GOLDEN
                                           -------------------------------
                                             Name: Stan Golden
                                             Title: President


                                         BUGBOY PRODUCTIONS, INC.

                                         By  /S/ STAN GOLDEN
                                           -------------------------------
                                             Name: Stan Golden
                                             Title: President


                                         CYBERPROD, INC.

                                         By  /S/ STAN GOLDEN
                                           -------------------------------
                                             Name: Stan Golden
                                             Title: President


                                  EX-10.1 - 45
<PAGE>


                                         FOX KIDS EUROPE HOLDINGS, INC.

                                         By  /S/ STAN GOLDEN
                                           -------------------------------
                                             Name: Stan Golden
                                             Title: President


                                         ERIK PRODUCTIONS

                                         By  /S/ STAN GOLDEN
                                           -------------------------------
                                             Name: Stan Golden
                                             Title: President

                                         FOX KIDS (LATIN AMERICA), INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         FOX KIDS WORLDWIDE, L.L.C.

                                         By  Fox Kids Holdings, LLC,
                                                as Managing Member

                                              By Fox Family Worldwide, Inc.,
                                                    as Managing Member

                                         By  /S/ STAN GOLDEN
                                           -------------------------------
                                             Name: Stan Golden
                                             Title: President


                                  EX-10.1 - 46
<PAGE>


                                         IAN PRODUCTIONS, INC.

                                         By  /S/ STAN GOLDEN
                                           -------------------------------
                                             Name: Stan Golden
                                             Title: President


                                         INTERPROD, INC.

                                         By  /S/ STAN GOLDEN
                                           -------------------------------
                                             Name: Stan Golden
                                             Title: President


                                         KIDS ROCK, INC.

                                         By  /S/ STAN GOLDEN
                                           -------------------------------
                                             Name: Stan Golden
                                             Title: President


                                         LAUREL WAY PRODUCTIONS, INC.

                                         By  /S/ STAN GOLDMAN
                                           -------------------------------
                                             Name: Stan Golden
                                             Title: President


                                         MMPR PRODUCTIONS, INC.

                                         By  /S/ STAN GOLDEN
                                           -------------------------------
                                             Name: Stan Golden
                                             Title: President


                                         POCKET PRODUCTIONS, INC.

                                         By  /S/ STAN GOLDEN
                                           -------------------------------
                                             Name: Stan Golden
                                             Title: President

                                  EX-10.1 - 47
<PAGE>


                                         SABAN DOMESTIC SERVICES, INC.

                                         By  /S/ STAN GOLDEN
                                           -------------------------------
                                             Name: Stan Golden
                                             Title: President


                                         SABAN FOODS, INC.

                                         By  /S/ STAN GOLDEN
                                           -------------------------------
                                             Name: Stan Golden
                                             Title: President


                                         SABAN INTERNATIONAL SERVICES, INC.

                                         By  /S/ STAN GOLDEN
                                           -------------------------------
                                             Name: Stan Golden
                                             Title: President


                                         SABAN MERCHANDISING, INC.

                                         By  /S/ STAN GOLDEN
                                           -------------------------------
                                             Name: Stan Golden
                                             Title: President


                                         SABAN/SCHERICK PRODUCTIONS, INC.

                                         By  /S/ STAN GOLDEN
                                           -------------------------------
                                             Name: Stan Golden
                                             Title: President


                                         SANDSCAPE, INC.

                                         By  /S/ STAN GOLDEN
                                           -------------------------------
                                             Name: Stan Golden
                                             Title: President


                                  EX-10.1 - 48
<PAGE>


                                         TEEN DREAM PRODUCTIONS, INC.

                                         By  /S/ STAN GOLDEN
                                           -------------------------------
                                             Name: Stan Golden
                                             Title: President


                                         MELVILLE PRODUCTIONS, INC.

                                         By  /S/ STAN GOLDEN
                                           -------------------------------
                                             Name: Stan Golden
                                             Title: President


                                         FCNH SUB, INC.

                                         By  /S/ STAN GOLDEN
                                           -------------------------------
                                             Name: Stan Golden
                                             Title: President


                                         FOX CHILDREN'S PRODUCTIONS, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         FOX CHILDREN'S NETWORK, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         STORYMAKERS, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                  EX-10.1 - 49
<PAGE>


                                         FOX KID'S MUSIC, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         FOX CHILDREN'S MUSIC, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         FAMILY CHANNEL PICTURES, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         FAMILY DEVELOPMENT CORP.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         FAMILY GAME SHOWS, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         GAME TV, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                  EX-10.1 - 50
<PAGE>


                                         GILMORE ACQUISITION CORP.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         HOME PRODUCTIONS, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         IFE CHINA, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         IFE DIRECT MARKETING, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         IFE JAKE ACQUISITION CORP.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         IFE LATIN AMERICA, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                  EX-10.1 - 51
<PAGE>


                                         LYNNHAVEN ACQUISITION CORP.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         MOBILINK PARTNERS, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         MTM ACQUISITION COMPANY, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         MTM ENTERPRISES, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         MTM ENTERTAINMENT, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         MTM HOLDING COMPANY, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                  EX-10.1 - 52
<PAGE>


                                         PRETENDER PRODUCTIONS, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         UNITED STATES FAMILY
                                            ENTERTAINMENT, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         RED CHECK, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         PLAZA PICTURES, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         PAPER GARDENS, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         WEBSTER PARK, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                  EX-10.1 - 53
<PAGE>


                                         APRIL PARK, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         FAMILY SATELLITE BROADCASTING
                                           SERVICES, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         F.F.P. WEST, L.L.C.

                                         By  Mel Woods, as its Manager
                                             /S/ MEL WOODS
                                            ------------------------------


                                         FIRST PAPER, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         FOX FAMILY MUSIC, L.L.C.

                                         By  Mel Woods, as its Manager
                                             /S/ MEL WOODS
                                            ------------------------------


                                         FOX FAMILY MUSIC, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                  EX-10.1 - 54
<PAGE>


                                         FOX FAMILY POST PRODUCTION, INC.

                                         By  /S/ STAN GOLDEN
                                           -------------------------------
                                             Name: Stan Golden
                                             Title: President


                                         FOX FAMILY POST PRODUCTION, L.L.C.

                                         By  Mel Woods, as its Manager
                                             /S/ MEL WOODS
                                            -------------------------------

                                         FOX FAMILY RECORDING ARTISTS, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         HOPSCOTCH PRODUCTIONS, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         MONUMENT PRODUCTIONS, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         KID GUMBO PRODUCTIONS, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                  EX-10.1 - 55
<PAGE>


                                         FOX KIDS TOURING, L.L.C.

                                         ByMel Woods, as its Manager
                                            /S/ MEL WOODS
                                           -------------------------------

                                         FOXKIDS.COM, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         FOX LATIN PRODUCTIONS, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         CABLE HEALTH TV, INC.

                                         By  /S/ MEL WOODS
                                           -------------------------------
                                             Name: Mel Woods
                                             Title: President


                                         FOX KIDS EUROPE LIMITED

                                         By  /S/ YNON KREIZ
                                           -------------------------------
                                            Name: Ynon Kreiz
                                            Title: Authorized Signatory


                                         FOX KIDS SPC1, INC.

                                         By  /S/ JACQUELINE GOLD GRENFELD
                                           -------------------------------
                                            Name: Jacqueline Gold Grenfeld
                                            Title: Secretary


                                  EX-10.1 - 56
<PAGE>


                                         FOX KIDS SPC2, INC.

                                         By  /S/ JACQUELINE GOLD GRENFELD
                                           -------------------------------
                                            Name: Jacqueline Gold Grenfeld
                                            Title: Secretary


                                  EX-10.1 - 56