Exhibit 4.1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT AMENDMENT NO. 2, dated as of August 16, 2005 (this "Amendment No. 2"), to the Rights Agreement, dated as of November 8, 2004 (the "Rights Agreement"), between News Corporation, Inc. (n/k/a News...Rights Agreement • August 16th, 2005 • News Corp • Newspapers: publishing or publishing & printing
andShare Exchange Agreement • December 26th, 2006 • News Corp • Newspapers: publishing or publishing & printing • Delaware
FORM OF NEWS CORPORATION and as Rights Agent Rights Agreement Dated as of [—], 2013Rights Agreement • May 24th, 2013 • News Corp • Cable & other pay television services • Delaware
RIGHTS AGREEMENT, dated as of [—], 2013 (the “Agreement”), between News Corporation, a Delaware corporation (the “Company”), and [ ], a [limited liability company duly organized and validly existing under the laws of the State of Delaware] (the “Rights Agent”).
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • November 20th, 2015 • Twenty-First Century Fox, Inc. • Cable & other pay television services • New York
21st Century Fox America, Inc., a Delaware corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange up to US$600,000,000 aggregate principal amount of its 3.700% Senior Notes due 2025 and up to US$400,000,000 aggregate principal amount of its 4.950% Senior Notes due 2045 (collectively, the “Old Securities”) for like amounts of its 3.700% Senior Notes due 2025 and its 4.950% Senior Notes due 2045 (collectively, the “New Securities”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated (the “Prospectus”), proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the “Securities”.
750,000,000 3.666% Senior Notes due 2022 $1,250,000,000 4.030% Senior Notes due 2024 $2,000,000,000 4.709% Senior Notes due 2029 $1,250,000,000 5.476% Senior Notes due 2039 $1,550,000,000 5.576% Senior Notes due 2049 REGISTRATION RIGHTS AGREEMENT...Registration Rights Agreement • January 25th, 2019 • Twenty-First Century Fox, Inc. • Cable & other pay television services • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of January 15, 2019, by and among the Issuer, TWENTY FIRST CENTURY FOX, INC., a Delaware Corporation and the Initial Purchasers (the “Purchase Agreement”), which provides for, among other things, the sale by the Issuer to the Initial Purchasers of (i) an aggregate of $750,000,000 principal amount of the Issuer’s 3.666% Senior Notes due 2022 (the “2022 Senior Notes”), (ii) an aggregate of $1,250,000,000 principal amount of the Issuer’s 4.030% Senior Notes due 2024 (the “2024 Senior Notes”), (iii) an aggregate of $2,000,000,000 principal amount of the Issuer’s 4.709% Senior Notes due 2029 (the “2029 Senior Notes”), (iv) an aggregate of $1,250,000,000 principal amount of the Issuer’s 5.476% Senior Notes due 2039 (the “2039 Senior Notes”), and (v) an aggregate of $1,550,000,000 principal amount of the Issuer’s 5.576% Senior Notes due 2049 (the “2049 Senior Notes”, and together with the 2022 Senior Notes, 2024 Senior Notes,
NEWS AMERICA INCORPORATED, Company, NEWS CORPORATION, Guarantor, and THE BANK OF NEW YORK MELLON, Trustee INDENTURE Dated as of August 25, 2009 Senior SecuritiesNews Corp • August 27th, 2009 • Newspapers: publishing or publishing & printing • New York
News America Holdings Incorporated Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of August 25, 2009.
Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments...Joint Filing Agreement • July 28th, 2005 • News Corp • Newspapers: publishing or publishing & printing
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Intermix Media, Inc, and that this Agreement be included as an Exhibit to such joint filing.
RECITALSTax Matters Agreement • December 26th, 2006 • News Corp • Newspapers: publishing or publishing & printing • Delaware
SHARE PURCHASE AGREEMENT By and Among MR. DONG YU SKILLGREAT LIMITED BONA FILM GROUP LIMITED And NCIH, INC. Dated as of May 13, 2012Share Purchase Agreement • May 30th, 2012 • News Corp • Cable & other pay television services • New York
The Founder, the Selling Shareholder, the Company and the Investor are sometimes herein referred to each as a “Party” and collectively as the “Parties.”
TAX SHARING AND INDEMNIFICATION AGREEMENT Between NEWS CORPORATION and NEW NEWS CORPORATION Dated as of June 28, 2013Sharing and Indemnification Agreement • July 3rd, 2013 • Twenty-First Century Fox, Inc. • Cable & other pay television services • New York
TAX SHARING AND INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of June 28, 2013, by and between NEWS CORPORATION, a Delaware corporation (“Remainco”), and NEW NEWSCORP INC, a Delaware limited liability company and a wholly owned subsidiary of Remainco (“New News Corporation”). Capitalized terms used herein but not defined shall have the meaning ascribed to them in the Separation and Distribution Agreement, dated as of June 28, 2013, between Remainco and New News Corporation (the “Separation and Distribution Agreement”).
FOX CORPORATION, Company, TWENTY-FIRST CENTURY FOX, INC., Parent Guarantor, and THE BANK OF NEW YORK MELLON, Trustee INDENTURE Dated as of January 25, 2019 Senior SecuritiesTwenty-First Century Fox, Inc. • January 25th, 2019 • Cable & other pay television services • New York
INDENTURE, dated as of January 25, 2019 (this “Indenture”) among Fox Corporation, a Delaware corporation with its principal office located at 1211 Avenue of the Americas, New York, New York, 10036 (“Fox” or the “Company”), Twenty-First Century Fox, Inc., a Delaware corporation (“Twenty-First Century Fox” or the “Parent Guarantor”) and The Bank of New York Mellon, a New York banking corporation (the “Trustee”).
AMENDED AND RESTATED DISTRIBUTION AGREEMENT AND PLAN OF MERGERDistribution Agreement and Plan of Merger • June 21st, 2018 • Twenty-First Century Fox, Inc. • Cable & other pay television services
THIS AMENDED AND RESTATED DISTRIBUTION AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 20, 2018 is made by and between Twenty-First Century Fox, Inc., a Delaware corporation (the “Company”) and 21CF Distribution Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (the
SEPARATION AND DISTRIBUTION AGREEMENT among NEWS CORPORATION, NEW NEWS CORPORATION and NEWS CORP HOLDINGS UK & IRELAND Dated as of June 28, 2013Separation and Distribution Agreement • July 3rd, 2013 • Twenty-First Century Fox, Inc. • Cable & other pay television services • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of June 28, 2013 by and among News Corporation, a Delaware corporation (“Remainco”), New Newscorp Inc, a Delaware corporation and a wholly owned subsidiary of Remainco (“New News Corporation”) and, solely for the purposes of Sections 4.06, 9.08 and 9.09 hereof, News Corp Holdings UK & Ireland, a U.K. unlimited company (“NCH,” and, together with Remainco and New News Corporation, each a “Party” and collectively the “Parties”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among TWENTY-FIRST CENTURY FOX, INC. THE WALT DISNEY COMPANY TWDC HOLDCO 613 CORP. WDC MERGER ENTERPRISES I, INC. and WDC MERGER ENTERPRISES II, INC. Dated as of June 20, 2018Agreement and Plan of Merger • June 21st, 2018 • Twenty-First Century Fox, Inc. • Cable & other pay television services • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of June , 2018 (the “Execution Date”), among Twenty-First Century Fox, Inc., a Delaware corporation (the “Company”), The Walt Disney Company, a Delaware corporation (“Parent”), TWDC Holdco 613 Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Holdco”), WDC Merger Enterprises I, Inc., a Delaware corporation and a wholly owned Subsidiary of Holdco (“Delta Sub”), and WDC Merger Enterprises II, Inc., a Delaware corporation and a wholly owned Subsidiary of Holdco (“Wax Sub”, and together with Delta Sub, the “Merger Subs”), amends and restates in its entirety that certain Agreement and Plan of Merger (the “Original Merger Agreement”), dated as of December 13, 2017 (the “Original Execution Date”), among the Company, Parent, TWC Merger Enterprises 2 Corp. and TWC Merger Enterprises 1, LLC, as amended by the Amendment to Agreement and Plan of Merger, dated as of M
SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • March 20th, 2019 • Twenty-First Century Fox, Inc. • Cable & other pay television services • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of March 19, 2019, by and between Twenty-First Century Fox, Inc., a Delaware corporation (“Remainco”), and Fox Corporation, a Delaware corporation and a wholly owned Subsidiary of Remainco (formerly named New Fox, Inc. and at times referred to as such in documentation relating to the Separation and Distribution (each as defined below)) (“FOX” and together with Remainco, each a “Party” and collectively the “Parties”). Capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I of this Agreement.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2009 • News Corp • Newspapers: publishing or publishing & printing • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of November 20, 2008 (the “Effective Date”), between News America Incorporated, a Delaware corporation (the “Company”), and Roger Ailes (the “Executive”).
US$1,400,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 21, 2015 Among 21ST CENTURY FOX AMERICA, INC. as Borrower and TWENTY-FIRST CENTURY FOX, INC. as Parent Guarantor and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and...Credit Agreement • May 21st, 2015 • Twenty-First Century Fox, Inc. • Cable & other pay television services • New York
PRELIMINARY STATEMENT. The Borrower (formerly known as News America Incorporated), the Parent Guarantor (formerly known as News Corporation), the lenders parties thereto and JPMCB, as designated agent, are parties to the Credit Agreement dated as of May 2, 2012 (the “Existing Credit Agreement”). Subject to the satisfaction of the conditions set forth in Section 3.01, the Borrower and the parties hereto desire to amend and restate the Existing Credit Agreement as herein set forth.
NEWS AMERICA INCORPORATED, Company, NEWS CORPORATION, Guarantor, and THE BANK OF NEW YORK MELLON, Trustee INDENTURE Dated as of August 25, 2009, as amended and restated on February 16, 2011 Senior SecuritiesNews Corp • February 17th, 2011 • Newspapers: publishing or publishing & printing • New York
INDENTURE, dated as of August 25, 2009, as amended and restated on February 16, 2011 (the “Amended and Restated Indenture”) among News America Incorporated, a Delaware corporation with its principal office located at 1211 Avenue of the Americas, New York, New York, 10036 (“NAI” or the “Company”), News Corporation and The Bank of New York Mellon, a New York banking corporation (the “Trustee”).
INVESTOR RIGHTS AGREEMENT By and Among MR. DONG YU SKILLGREAT LIMITED BONA FILM GROUP LIMITED And NCIH, INC. Dated as of May 21, 2012Investor Rights Agreement • May 30th, 2012 • News Corp • Cable & other pay television services • New York
The Founder, the Selling Shareholder, the Company and the Investor are sometimes herein referred to each as a “Party” and collectively as the “Parties.”
NEWS CORPORATIONPerformance Award Agreement • August 23rd, 2007 • News Corp • Newspapers: publishing or publishing & printing
News Corporation, a Delaware corporation (the “Company”), hereby grants you a performance award (the “Performance Award”). The terms and conditions of this Performance Award are set forth in this Performance Award Agreement (the “Agreement”) and in the News Corporation 2005 Long-Term Incentive Plan (the “Plan”) and are herein incorporated by reference.
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2012 • News Corp • Cable & other pay television services • New York
AGREEMENT dated as of February 1, 2012, between News America Incorporated, a Delaware corporation, with offices at 1211 Avenue of the Americas, New York, NY 10036 (“NAI”) and Gerson Zweifach (the “Executive”).
April 19, 2017 Gerson Zweifach Senior Executive Vice President and Group General Counsel Twenty-First Century Fox, Inc. New York, NY 10036 Dear Gerson:Letter Agreement • November 9th, 2017 • Twenty-First Century Fox, Inc. • Cable & other pay television services
This letter agreement (the “Letter Agreement”) is intended to constitute a binding modification to your Employment Agreement dated as of February 1, 2012, and as amended on September 26, 2014, (together, the “Agreement”) with 21st Century Fox America, Inc. (the “Company”), a wholly owned subsidiary of Twenty-First Century Fox, Inc. (“21CF”), and shall confirm the terms and conditions which will apply to your Agreement as from July 1, 2017. All terms and conditions set forth in the Agreement remain in effect unless otherwise amended by the terms and conditions outlined below. Capitalized terms used and not defined herein shall have the meanings given such terms in the Agreement.
AMENDMENT TO THE EMPLOYMENT AGREEMENTThe Employment Agreement • February 6th, 2009 • News Corp • Newspapers: publishing or publishing & printing • Delaware
THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”) is made December 16, 2008, between News America Incorporated, a Delaware corporation (the “Company”), and David F. DeVoe (the “Executive”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings assigned to them in the Employment Agreement (as defined below).
Company Voting and Support & Registration Rights AgreementRegistration Rights Agreement • December 10th, 2007 • News Corp • Newspapers: publishing or publishing & printing • Delaware
COMPANY VOTING AND SUPPORT & REGISTRATION RIGHTS AGREEMENT, dated as of December 7, 2007, (this “Agreement”), by and among Saturn Holding Corp (“Holdco”), a Delaware corporation, Macrovision Corporation (“Mars”), a Delaware corporation and News Corporation, a Delaware corporation (the “Shareholder”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement and Plan of Merger, dated as of the date hereof, by and among Holdco, Mars, Gemstar-TV Guide International, Inc. (“Galaxy”), Mars Merger Sub and Galaxy Merger Sub (the “Merger Agreement”).
ContractEmployment Agreement • February 4th, 2005 • News Corp • Newspapers: publishing or publishing & printing • New York
RESTATED EMPLOYMENT AGREEMENT, dated as of January 1, 2005 (the “Effective Date”), between News America Incorporated (successor to News America Publishing Incorporated and formerly known as News America Holdings Incorporated), a Delaware corporation (“NAI”), and Arthur M. Siskind (the “Executive”).
VOTING AND SUPPORT AGREEMENT BY AND AMONG NEWS CORPORATION AND THE SIGNATORY STOCKHOLDERS Dated as of July 31, 2007 VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 1st, 2007 • News Corp • Newspapers: publishing or publishing & printing • Delaware
This VOTING AND SUPPORT AGREEMENT (this "Agreement") is entered into as of July 31, 2007 by and among News Corporation, a Delaware corporation ("Parent") and the persons executing this Agreement as "Stockholders" on the signature page hereto (collectively, the "Stockholders" and each individually, a "Stockholder").
364-DAY BRIDGE TERM LOAN AGREEMENT Dated as of March 15, 2019 Among FOX CORPORATION, as Borrower, THE INITIAL LENDERS NAMED HEREIN, as Initial Lenders, and GOLDMAN SACHS BANK USA, as Administrative Agent, Sole Lead Arranger and Sole Bookrunner...Term Loan Agreement • March 15th, 2019 • Twenty-First Century Fox, Inc. • Cable & other pay television services • New York
WHEREAS, Twenty-First Century Fox, Inc., a Delaware corporation (“21CF”), The Walt Disney Company (“Disney”) and two subsidiaries of Disney have entered into an Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018 (as amended prior to the date hereof, the “Disney Merger Agreement”), pursuant to which Disney will acquire (the “Disney Acquisition”) all of the capital stock, assets and liabilities of 21CF and its subsidiaries, other than the Contribution Business (as defined below);
EMPLOYMENT AGREEMENTEmployment Agreement • September 1st, 2005 • News Corp • Newspapers: publishing or publishing & printing • New York
AGREEMENT dated as of January 1, 2005, between News America Incorporated, a Delaware corporation, with offices at 1211 Avenue of the Americas, New York, NY 10036 (“NAI”) and Lawrence A. Jacobs, residing at the address on file with NAI (the “Executive”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 10th, 2018 • Twenty-First Century Fox, Inc. • Cable & other pay television services
This AMENDMENT, dated as of May 7, 2018 (this “Amendment”) to the Agreement and Plan of Merger (the “Agreement”), dated as of December 13, 2017, among Twenty-First Century Fox, Inc., a Delaware corporation (the “Company”), The Walt Disney Company, a Delaware corporation (“Parent”), TWC Merger Enterprises 2 Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Corporate Sub”) and TWC Merger Enterprises, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger LLC”, and together with Parent, the Company and Corporate Sub, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2015 • Twenty-First Century Fox, Inc. • Cable & other pay television services • New York
EMPLOYMENT AGREEMENT (the “Agreement”), effective as of July 1, 2015 (the “Effective Date”), between 21st Century Fox America, Inc., a Delaware corporation (the “Company”) and James R. Murdoch (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2011 • News Corp • Newspapers: publishing or publishing & printing • New York
AGREEMENT dated as of January 1, 2011, between News America Incorporated, a Delaware corporation, with offices at 1211 Avenue of the Americas, New York, NY 10036 (“NAI”) and Joel Klein, residing at the address that is on file with NAI (the “Executive”).
STOCK PURCHASE AGREEMENT By and Among 21st Century Fox America, Inc., Skillgreat Limited And Mr. Dong Yu Dated as of July 13, 2014Stock Purchase Agreement • July 23rd, 2014 • Twenty-First Century Fox, Inc. • Cable & other pay television services • New York
STOCK PURCHASE AGREEMENT dated as of July 13, 2014 by and among 21st Century Fox America, Inc., a corporation incorporated under the laws of the State of Delaware, (the “Seller”), Mr. Dong Yu, Chairman and Chief Executive Officer of Bona Film Group Limited, a Cayman Islands exempted company (the “Company”), and Skillgreat Limited, a British Virgin Islands company controlled by Mr. Dong Yu (the “Purchaser”).
CREDIT AGREEMENT Dated as of March 15, 2019 Among FOX CORPORATION, as Borrower, THE INITIAL LENDERS NAMED HEREIN, as Initial Lenders, and CITIBANK, N.A., as Administrative Agent DEUTSCHE BANK SECURITIES INC. and GOLDMAN SACHS BANK USA, as...Credit Agreement • March 15th, 2019 • Twenty-First Century Fox, Inc. • Cable & other pay television services • New York
WHEREAS, Twenty-First Century Fox, Inc., a Delaware corporation (“21CF”), The Walt Disney Company (“Disney”) and two subsidiaries of Disney have entered into an Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018 (as amended prior to the date hereof, the “Disney Merger Agreement”), pursuant to which Disney will acquire (the “Disney Acquisition”) all of the capital stock, assets and liabilities of 21CF and its subsidiaries, other than the Contribution Business (as defined below);
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 22nd, 2016 • Twenty-First Century Fox, Inc. • Cable & other pay television services
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 22, 2016 (this “Amendment”), among 21st Century Fox America, Inc., a Delaware corporation (the “Borrower”), Twenty-First Century Fox, Inc., a Delaware corporation (the “Parent Guarantor”) and the Lenders under the Credit Agreement (each as defined below) party hereto amends the Amended and Restated Credit Agreement, dated as of May 21, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including all Schedules and Exhibits thereto, the “Credit Agreement”) by and among, inter alios, the Borrower, the Parent Guarantor, the lenders party thereto from time to time (hereinafter collectively referred to as the “Lenders”), the issuing banks party thereto from time to time (hereinafter collectively referred to as the “Issuing Banks”), JPMorgan Chase Bank, N.A. (“JPMCB”) and Citibank, N.A., as co-administrative agents, and JPMCB, as designated agent (the “Desig
AGREEMENT AND PLAN OF MERGER among TWENTY-FIRST CENTURY FOX, INC. THE WALT DISNEY COMPANY TWC MERGER ENTERPRISES 2 CORP. and TWC MERGER ENTERPRISES 1, LLC Dated as of December 13, 2017Agreement and Plan of Merger • December 15th, 2017 • Twenty-First Century Fox, Inc. • Cable & other pay television services • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of December 13, 2017, among Twenty-First Century Fox, Inc., a Delaware corporation (the “Company”), The Walt Disney Company, a Delaware corporation (“Parent”), TWC Merger Enterprises 2 Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Corporate Sub”), and TWC Merger Enterprises 1, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger LLC”, and together with Corporate Sub, the “Merger Subs”). Capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in the sections of this Agreement set forth next to such terms on Annex A hereto.
