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”.
600,000,000 3.700% Senior Notes due 2025 $400,000,000 4.950% Senior Notes due 2045 REGISTRATION RIGHTS AGREEMENT Dated as of October 21, 2015 by and among 21ST CENTURY FOX AMERICA, INC., TWENTY-FIRST CENTURY FOX, INC., CITIGROUP GLOBAL MARKETS INC.,...Registration Rights Agreement • November 20th, 2015 • Twenty-First Century Fox, Inc. • Cable & other pay television services • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of October 14, 2015, by and among the Issuer, the Guarantor 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 $600,000,000 principal amount of the Issuer’s 3.700% Senior Notes due 2025 (the “3.700% Senior Notes”) and (ii) an aggregate of $400,000,000 principal amount of the Issuer’s 4.950% Senior Notes due 2045 (the “4.950% Senior Notes” and together with the 3.700% Senior Notes, the “Securities”). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuer has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.
