EXCHANGE AGENT AGREEMENTExchange Agent Agreement • November 21st, 2014 • 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 2024 and up to US$600,000,000 aggregate principal amount of its 4.750% Senior Notes due 2044 (collectively, the “Old Securities”) for like amounts of its 3.700% Senior Notes due 2024 and its 4.750% Senior Notes due 2044 (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”.
