NEWS CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Fourth Amended and Restated Rights Agreement Dated as of June 16, 2021Rights Agreement • June 17th, 2021 • News Corp • Newspapers: publishing or publishing & printing • Delaware
FOURTH AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of June 16, 2021 (the “Agreement”), between News Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company duly organized and validly existing under the laws of the United States (the “Rights Agent”) and effective as of June 18, 2021.
NEWS CORPORATION, as Issuer, the Guarantors from time to time parties hereto, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 11, 2022 5.125% Senior Notes due 2032Indenture • February 14th, 2022 • News Corp • Newspapers: publishing or publishing & printing • New York
INDENTURE, dated as of February 11, 2022, among NEWS CORPORATION, a Delaware corporation (the “Issuer”), the Guarantors from time to time parties hereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2024 • News Corp • Newspapers: publishing or publishing & printing • New York
WHEREAS, the Company and the Executive are parties to an Employment Agreement dated as of November 15, 2022 and effective as of January 1, 2023 (the “Prior Agreement”); and
TAX SHARING AND INDEMNIFICATION AGREEMENT Between NEWS CORPORATION and NEW NEWS CORPORATION Dated as of June 28, 2013Tax Sharing and Indemnification Agreement • July 3rd, 2013 • NEWS Corp • Newspapers: publishing or publishing & printing • 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”).
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT among NEWS CORPORATION, NEW NEWS CORPORATION and NEWS INTERNATIONAL HOLDINGS Dated as of , 2013Separation and Distribution Agreement • March 8th, 2013 • New Newscorp LLC • Newspapers: publishing or publishing & printing • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [—], 2013 by and among News Corporation, a Delaware corporation (“Remainco”), New Newscorp LLC, a Delaware limited liability company 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 International Holdings, a U.K. unlimited company (“NIH,” and, together with Remainco and New News Corporation, each a “Party” and collectively the “Parties”).
US$650,000,000 CREDIT AGREEMENT Dated as of October 23, 2013 among NEWS CORPORATION, as Borrower, and THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and JPMORGAN CHASE BANK, N.A. and CITIBANK, N.A., as Co-Administrative Agents, and JPMORGAN...Credit Agreement • October 29th, 2013 • News Corp • Newspapers: publishing or publishing & printing • New York
Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the Adjusted Operating Income Leverage Ratio set forth in any Compliance Certificate delivered to the Designated Agent is inaccurate for any reason and the
AGREEMENT AND PLAN OF MERGER AMONG NEWS CORPORATION, MAGPIE MERGER SUB, INC. and MOVE, INC. Dated as of September 30, 2014Merger Agreement • September 30th, 2014 • News Corp • Newspapers: publishing or publishing & printing • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 30, 2014, among Move, Inc., a Delaware corporation (the “Company”), News Corporation, a Delaware corporation (“Acquiror”), and Magpie Merger Sub, Inc., a Delaware corporation and a subsidiary of Acquiror (“Merger Sub”).
TRANSITION SERVICES AGREEMENT between NEWS CORPORATION and NEW NEWS CORPORATION Dated as of June 28, 2013Transition Services Agreement • July 3rd, 2013 • NEWS Corp • Newspapers: publishing or publishing & printing • Delaware
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of June 28, 2013 (the “Effective Date”), by and among 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,” and, together with Remainco, each a “Party” and collectively the “Parties”).
FORM OF] TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 30th, 2014 • News Corp • Newspapers: publishing or publishing & printing • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated September 30, 2014, is by and among News Corporation, a Delaware corporation (“Acquiror”), Magpie Merger Sub, Inc., a Delaware corporation and a subsidiary of Acquiror (“Merger Sub”), and the undersigned stockholder (the “Stockholder”).
AMENDED & RESTATED TELECOMMUTING AGREEMENTTelecommuting Agreement • August 15th, 2023 • News Corp • Newspapers: publishing or publishing & printing
This Amended & Restated Telecommuting Agreement is entered into by and between News Corp (the “Company”) and K. Rupert Murdoch (“you” or “the Employee”), and collectively the Parties, as of the date identified below.
EMPLOYEE MATTERS AGREEMENT Between NEWS CORPORATION and NEW NEWS CORPORATION Dated as of June 28, 2013Employee Matters Agreement • July 3rd, 2013 • NEWS Corp • Newspapers: publishing or publishing & printing • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of June 28, 2013, is entered into by and between News Corporation, a Delaware corporation (“Remainco”), and New Newscorp Inc, a Delaware corporation and a wholly owned subsidiary of Remainco (“New News Corporation” and, together with Remainco, each a “Party” and collectively the “Parties”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 30th, 2014 • News Corp • Newspapers: publishing or publishing & printing • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated September 30, 2014, is by and among News Corporation, a Delaware corporation (“Acquiror”), Magpie Merger Sub, Inc., a Delaware corporation and a subsidiary of Acquiror (“Merger Sub”), and the National Association of REALTORS®, an Illinois not-for-profit corporation (“NAR”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2016 • News Corp • Newspapers: publishing or publishing & printing • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), dated as of March 9, 2016 (the "Effective Date"), among News Corporation, a Delaware corporation (the "Company"), NC Transaction, Inc., a Delaware corporation ("NCTI"), each of which is located at 1211 Avenue of the Americas, New York, NY 10036, and Mr. Robert Thomson, residing at the address that is on file with the Company (the "Executive").
EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2013 • 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”).
CONSULTING AGREEMENTConsulting Agreement • May 10th, 2017 • News Corp • Newspapers: publishing or publishing & printing • New York
CONSULTING AGREEMENT (this “Agreement”) made as of February 24, 2017 and effective March 1, 2017 (the “Effective Date”), by and between Bedi Ajay Singh the “Consultant”) and News Corporation (together with its subsidiaries and affiliates, the “Company”).
ASSIGNMENT OF AND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2013 • News Corp • Newspapers: publishing or publishing & printing
THIS ASSIGNMENT OF AND AMENDMENT (the “Amendment”), dated as of June 28, 2013, to the Employment Agreement, between News America Incorporated (“NAI”) and Joel Klein (“Executive”) dated as of January 1, 2011 (the “Agreement”), is effective as of January 1, 2013. Defined terms used in this Amendment and not defined shall have the meanings given such terms in the Agreement. All conditions set forth in the Agreement remain applicable unless otherwise amended by the terms and conditions outlined below.
EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2015 • News Corp • Newspapers: publishing or publishing & printing • New York
AGREEMENT dated as of February 9, 2015, between NC Transaction, Inc., a Delaware corporation (“NCTI”), with offices at 1211 Avenue of the Americas, New York, NY 10036 and David Pitofsky, an individual residing at the address that is on file with NCTI (“you” or “your”).
STOCKHOLDERS AGREEMENT by and between NEWS CORPORATION and THE MURDOCH FAMILY TRUST Dated as of September 21, 2021Stockholders Agreement • September 22nd, 2021 • News Corp • Newspapers: publishing or publishing & printing • Delaware
This Stockholders Agreement, dated as of September 21, 2021 (this “Agreement”), is by and between News Corporation, a Delaware corporation (the “Company”), and the Murdoch Family Trust, a trust governed by the laws of Nevada and of which Cruden Financial Services LLC is the sole trustee (the “Trust”). Each of the Company and the Trust is referred to individually as a “Party” and collectively as the “Parties.”
Offer to Purchase for CashOffer to Purchase • October 15th, 2014 • News Corp • Newspapers: publishing or publishing & printing
The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of September 30, 2014 (as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Purchaser and Move. The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to the satisfaction or waiver (to the extent permitted under applicable law) of certain conditions, Purchaser will be merged with and into Move (the “Merger”) as soon as practicable without a meeting of the stockholders of Move in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with Move continuing as the surviving corporation (which we refer to as the “Surviving Corporation”) in the Merger and thereby becoming a wholly owned indirect subsidiary of Parent. In the Merger, each Share outstanding immediately prior to the effective time of the Merger (other than Shares held (i) in the treasury of Move or any of its subsidiaries or by Parent
ContractCredit Agreement • May 11th, 2018 • News Corp • Newspapers: publishing or publishing & printing • New York
AMENDMENT No. 3, dated as of March 29, 2018 (this “Amendment”), to the Credit Agreement dated as of October 23, 2013, among NEWS CORPORATION, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A. and CITIBANK, N.A., as co-administrative agents, JPMCB as Designated Agent (the “Designated Agent”), and the other parties thereto (as amended as of October 23, 2015 and July 13, 2016, and as it may be further amended, restated, modified and supplemented from time to time, the “Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
AMENDMENT No. 1, dated as of October 23, 2015 (this “Amendment”), to the Credit Agreement dated as of October 23, 2013, among NEWS CORPORATION, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities...Credit Agreement • October 26th, 2015 • News Corp • Newspapers: publishing or publishing & printing • New York
Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the Adjusted Operating Income Leverage Ratio set forth in any Compliance Certificate delivered to the Designated Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would have been applicable had the Adjusted Operating Income Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the “Applicable Margin” for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined Adjusted Operating Income Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period pursuant to Section 2.04 and Section 2.07 as a result of
ContractCredit Agreement • November 8th, 2016 • News Corp • Newspapers: publishing or publishing & printing • New York
AMENDMENT No. 2, dated as of July 13, 2016 (this “Amendment”), to the Credit Agreement dated as of October 23, 2013, among NEWS CORPORATION, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A. and CITIBANK, N.A., as co-administrative agents, JPMCB as Designated Agent (the “Designated Agent”), and the other parties thereto (as amended on October 23, 2015, and as it may be further amended, restated, modified and supplemented from time to time, the “Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
ContractSyndicated Revolving Facility Agreement • August 15th, 2018 • News Corp • Newspapers: publishing or publishing & printing • New South Wales
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2014 • News Corp • Newspapers: publishing or publishing & printing • New York
This Amended and Restated Employment Agreement (the “Agreement”), dated as of August 5, 2014, between NC Transaction, Inc., a Delaware corporation, with offices at 1211 Avenue of the Americas, New York, NY 10036 (the “Company”) and Mr. Robert Thomson, residing at the address that is on file with the Company (the “Executive”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • May 10th, 2017 • News Corp • Newspapers: publishing or publishing & printing • New York
SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) made as of February 24, 2017 by and between Bedi Ajay Singh (“Employee,” “you” or “your”) and News Corporation (the “Company”).
AMENDMENT DEEDDeed of Guarantee • February 7th, 2020 • News Corp • Newspapers: publishing or publishing & printing • New South Wales
This AMENDMENT DEED (this “Deed”) dated as of 22 November 2019 is entered into by each Subsidiary of NXE Australia Pty Limited (ABN 85 625 190 990), a company registered under the laws of Australia (the “Parent Guarantor”), set forth in Schedule 1 hereto (the “Member Guarantors”), in favor of the Noteholders. The holders of Notes as of the date of this Deed are referred to herein as “Noteholders”. Capitalized terms used in this Deed but not defined in this Deed are used as defined in the Member Guarantee (as defined below).
News Corporation 2013 Long-Term Incentive Plan (Cash – US) PERFORMANCE STOCK UNIT AWARD AGREEMENT For the FY [ ] – FY [ ] Performance Cycle Award of Performance Stock Units News Corporation, a Delaware corporation (“News Corp”), hereby awards you the...Performance Stock Unit Award Agreement • September 20th, 2013 • News Corp • Newspapers: publishing or publishing & printing • New York
AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • September 22nd, 2021 • News Corp • Newspapers: publishing or publishing & printing
AMENDMENT NO. 1, dated as of September 21, 2021 (this “Amendment”), to the Fourth Amended and Restated Rights Agreement, dated as of June 16, 2021 (the “Fourth Amended and Restated Rights Agreement”), by and between News Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company duly organized and validly existing under the laws of the United States of America (the “Rights Agent”). Capitalized terms used in this Amendment but not otherwise defined herein shall have the meanings ascribed to such terms in the Fourth Amended and Restated Rights Agreement.
ContractCredit Agreement • May 12th, 2023 • News Corp • Newspapers: publishing or publishing & printing • New York
AMENDMENT No. 1, dated as of March 9, 2023 (this “Amendment”), to the Credit Agreement dated as of March 29, 2022, among NEWS CORPORATION, a Delaware corporation (the “Administrative Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), and the other parties thereto (as amended, restated, modified and supplemented from time to time, the “Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
AMENDMENT NO. 1 AND GUARANTEE AGREEMENTAmendment No. 1 and Guarantee Agreement • February 7th, 2020 • News Corp • Newspapers: publishing or publishing & printing • New York
FOXTEL MANAGEMENT PTY LIMITED (ABN 65 068 671 938), a company registered under the laws of Australia (“FOXTELFoxtel Management”), in its own capacity (in such capacity, the “Company”), Sky Cable Pty Limited (ABN 14 069 799 640) (“Sky Cable”), Foxtel Media Pty Limited (f/k/a Telstra Media Pty Limited) (ABN 72 069 279 027) (“TelstraFoxtel Media” and, together with Sky Cable, each a “Partner” and collectively the “Partners”) and FOXTEL, Foxtel Management, in its capacity as agent for the Partners as a partnership carrying on the business of the FOXTELFoxtel Partnership and as agent for the FOXTELFoxtel Television Partnership (in all such capacities, the “Guarantor” and, the Guarantor, together with the Company, collectively, the “Obligor”) and NXE AUSTRALIA PTY LIMITED (ABN 85 625 190 990), a company registered under the laws of Australia (the “Parent Guarantor”), agree with each of the purchasers whose names appear at the end hereof (each a “Purchaser” and collectively the “Purchasers”)
ContractSyndicated Revolving Facility Agreement • August 15th, 2018 • News Corp • Newspapers: publishing or publishing & printing
ContractSyndicated Revolving Facility Agreement • August 15th, 2018 • News Corp • Newspapers: publishing or publishing & printing • New South Wales
Partial Assignment and Assumption AgreementPartial Assignment and Assumption Agreement • May 10th, 2019 • News Corp • Newspapers: publishing or publishing & printing
This Partial Assignment and Assumption Agreement (this “Agreement”) dated as of March 18, 2019, is entered into among Twenty-First Century Fox, Inc. (formerly News Corporation at the time of the execution of the News Corp Separation Agreement (as defined below)) (“Assignor”), Fox Corporation (“Assignee”) and, solely with respect to Section 4, Section 5 and Section 6 hereof, News Corporation (formerly New Newscorp Inc at the time of the execution of the News Corp Separation Agreement) (“News Corp”) and News Corp Holdings UK & Ireland (“News Corp UK & Ireland”). Any terms used but not defined herein shall have the meaning attributed to them in the Separation and Distribution Agreement among News Corporation, New Newscorp Inc and News Corp Holdings UK & Ireland, dated June 28, 2013 (the “News Corp Separation Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2013 • New Newscorp LLC • Newspapers: publishing or publishing & printing • New York
AGREEMENT dated as of April 25, 2013, between NC Transaction, Inc., a Delaware corporation, with offices at 1211 Avenue of the Americas, New York, NY 10036 (the “Company”) and Mr. Robert Thomson, residing at the address that is on file with the Company (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2013 • New Newscorp LLC • Newspapers: publishing or publishing & printing • New York
AGREEMENT dated as of November 26, 2012, between NC Transaction, Inc., a Delaware corporation, with offices at 1211 Avenue of the Americas, New York, NY 10036 (the “Company”) and Mr. Bedi Ajay Singh, residing at the address that is on file with the Company (the “Executive”).
