Agreement Re Transfer Of Llc Interests

EXHIBIT 10.46


AGREEMENT RE TRANSFER OF LLC INTERESTS


This Agreement Re Transfer of LLC Interests (this "Agreement") is made and entered into as of July 31, 1997, by and among Fox Kids Worldwide, Inc. ("Fox Kids"), Fox Kids Worldwide, L.L.C. (the "LLC") and Fox Broadcasting Company ("Fox Broadcasting").


RECITALS
--------


A. Fox Broadcasting currently holds a note receivable from the LLC in the amount of $50 million described in Section 5.8 of the Operating Agreement, as defined in Recital D below (the "Note Receivable").


B. The LLC or its affiliates also currently owe to Fox Broadcasting or its affiliates the amount of $4.573 million (the "Intercompany Indebtedness").


C. Fox Broadcasting currently holds a Class A membership interest in the LLC.


D. Concurrently herewith and as part of the reorganization of Saban Entertainment, Inc. ("SEI") and FCN Holding, Inc. ("FCNH") into Fox Kids (the "Reorganization"), the parties to that certain Operating Agreement, dated as of December 22, 1995, as amended by Amendment No. 1 to Operating Agreement dated as of September 27, 1996 (the "Operating Agreement") have decided to amend the Operating Agreement to reflect the Reorganization and to allow for the transfer by Fox Broadcasting of its Class A membership interest.


E. Fox Broadcasting and Fox Kids have agreed that Fox Broadcasting should assign to Fox Kids its entire Class A membership interest in the LLC in exchange for a note from Fox Kids in the amount of $50 million pursuant to that certain Subordinated Note Agreement dated as of the date hereof between Fox Kids and Fox Broadcasting attached hereto as Exhibit A (the "Subordinated Note Agreement").


F. Fox Kids and Fox Broadcasting have agreed that Fox Broadcasting shou ...