EXCHANGE AGENT AGREEMENTExchange Agent Agreement • November 6th, 2013 • Twenty-First Century Fox, Inc. • Cable & other pay television services • New York
21st Century Fox America, Inc., a Delaware corporation (formerly known as News America Incorporated) (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange up to US$300,000,000 aggregate principal amount of its 4.00% Senior Notes due 2023 and up to US$700,000,000 aggregate principal amount of its 5.40% Senior Notes due 2043 (collectively, the “Old Securities”) for like amounts of its 4.00% Senior Notes due 2023 and its 5.40% Senior Notes due 2043 (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”.
