Each person named in Schedule 1 (each an Initial Borrower);

Each bank or financial institution named in Schedule 2 (each an Initial Financier); and

Commonwealth Bank of Australia ABN 48 123 123 124 of Level 22, 201 Sussex Street, Darling Park Tower, Sydney, NSW, 2000 (the Facility Agent).

Definitions and interpretation

Definitions

one month prior to the Maturity Date; or

the date on which the Commitment is cancelled in full.

the Screen Rate; or

if no Screen Rate is available for that period and:

the Interest Period is longer than the minimum period for which a Screen Rate is available, the Interpolated Screen Rate for that period; or

it is not possible to calculate an Interpolated Screen Rate for that period,

sections 1471 to 1474 of the Code or any associated regulations or other official guidance;

any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or

any agreement pursuant to the implementation of paragraph (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or

in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2019, or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.

this Agreement;

any Swap Agreement to which a Financier is a counterparty;

the Common Terms Deed Poll;

any Guarantee Assumption Deed Poll;

any Borrower Assumption Letter;

any Substitution Certificate;

any Subordination Deed;

any document under which a Transaction Facility is provided; or

any other document or agreement agreed in writing to be a Finance Document for the purposes of this Agreement by FOXTEL and the Facility Agent,

the Facility Agent; or

any Financier.

any Initial Financier; or

any Substitute Financier,

the Base Rate for that Interest Period; and

the Margin.

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period; and

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period.

at or about noon on the first day of the Interest Period, the Screen Rate is not available and none or only one of the Reference Banks provides a rate to the Facility Agent to determine the Base Rate for the relevant Interest Period (in which case each Financier participating in the relevant Funding Portion will be an Affected Financier); or

before 5.00 pm (Sydney time) on the Business Day after the first day of the relevant Interest Period, the Facility Agent receives notifications in good faith from Financiers whose participation in the relevant drawdown is, or will be, equal to or greater than 33% of the principal amount under the drawdown, that as a result of market circumstances not limited to it, the cost of obtaining matching deposits in the Australian bank bill market to those Financiers would be in excess of the Base Rate or it is unable to obtain matching deposits in the Australian bank bill market (in which case an Affected Financier will be a Financier which gives such a notice).

Commonwealth Bank of Australia;

Westpac Banking Corporation;

Australia and New Zealand Banking Group Limited; or

National Australia Bank Limited, or such other person as the Facility Agent and FOXTEL may agree.

a Borrower which is resident for tax purposes in the United States of America; or

an Obligor some or all of whose payments under the Finance Documents are from sources within the United States for US federal income tax purposes.

Incorporated definitions

Common Terms Deed Poll

This Agreement and the rights and obligations of the parties to it are subject to the terms and conditions of the Common Terms Deed Poll which are deemed to be incorporated in full into this Agreement as if expressly set out in this Agreement (with the necessary changes).

Each Finance Document is a Finance Document for the purposes of the Common Terms Deed Poll.

Conditions precedent

Initial conditions precedent

Conditions precedent to all Funding Portions

representations and warranties: each representation and warranty given under a Finance Document is true and correct in all material respects, and is not misleading in any material respect as though they had been made in respect of the facts and circumstances then subsisting; and

no Default: no Event of Default or, except in relation to a rollover of an existing drawing, Potential Event of Default, is continuing or will result from the Funding Portion being provided.

Purpose

refinance Tranche C of the Existing Syndicated Facility Agreement; and

fund the general working capital and corporate requirements of the FOXTEL Group.

Commitments

Commitment

Subject to this Agreement, whenever a Borrower requests a Funding Portion in a Funding Notice, each Financier shall provide its Pro Rata Share of that Funding Portion to the Facility Agent in Same Day Funds in Dollars by 12 noon on the relevant Funding Date for the account of that Borrower, except to the extent the Funding Portion continues a previous Funding Portion. Unless otherwise agreed between FOXTEL and the Facility Agent (acting in its own capacity), on receipt the Facility Agent shall pay it to the following account:

A Financier is not obliged to make available its Pro Rata Share in a Funding Portion if as a result its participation in all outstanding Funding Portions would exceed its Commitment.

Allocation among Financiers

Obligations several

The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Finance Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from a Borrower is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Funding Portion or any other amount owed by a Borrower which relates to a Finance Party’s participation in a Facility or its role under a Finance Document (including any such amount payable to the Facility Agent on its behalf) is a debt owing to that Finance Party by that Borrower.

A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

Funding and rate setting procedures

Delivery of a Funding Notice

If a Borrower requires the provision of a Funding Portion, it must deliver a Funding Notice to the Facility Agent.

The Facility Agent must notify each Financier of:

the contents of each Funding Notice; and

the amount of that Financier’s Pro Rata Share of the Funding Portion requested,

Requirements for a Funding Notice

in writing in the form of, and specifying the matters required in, Annexure B; and

received by the Facility Agent before 11.00 am on a Business Day at least 3 Business Days before the proposed Funding Date (or any shorter period that the Facility Agent agrees in writing).

Irrevocability of Funding Notice

Number of Funding Portions

Amount of Funding Portions

a minimum of A$10,000,000 and an integral multiple of A$5,000,000; or

equal to the Total Undrawn Commitments.

Selection of Interest Periods

Each Borrower must select the Interest Period which is to apply to a Funding Portion requested by it in the Funding Notice delivered for that Funding Portion.

Each Interest Period must be of 1, 2, 3, 4, 5 or 6 months or any other period that the Facility Agent agrees with the relevant Borrower.

If an Interest Period ends on a day which is not a Business Day, it is regarded as ending on the next Business Day in the same calendar month or, if none, the preceding Business Day.

An Interest Period for a Funding Portion commences either on the first Funding Date for that Funding Portion or on the last day of the immediately preceding Interest Period for that Funding Portion.

No Interest Period may end after the Maturity Date.

If a Borrower:

fails to select an Interest Period for a Funding Portion under clause 5.6(a); or

selects an Interest Period in a manner which does not comply with this clause 5.6,

If a Borrower fails to give a Funding Notice in accordance with this clause 5 in respect of a Funding Portion which is to be continued by the provision of a new Funding Portion on the last day of its Interest Period, it will be taken to have given a Funding Notice electing to redraw that Funding Portion for the same Interest Period as the previous Interest Period.

Consolidation of Funding Portions

Determination of Funding Rate

The Facility Agent must notify each Financier and each Borrower of the Funding Rate for an Interest Period promptly, and in any event within 2 Business Days, after it has made its determination of the applicable Base Rate.

In the absence of manifest error, each determination of the Base Rate by the Facility Agent is conclusive evidence of that rate against the Borrowers.

Cancellation of Commitment and Prepayments

Cancellation of Commitments during the Availability Period

A Borrower may cancel all or part of the Total Undrawn Commitments by giving the Facility Agent at least 3 Business Days notice.

A partial cancellation of the Total Undrawn Commitments may only be made in a minimum amount of A$10,000,000 and in an integral multiple of A$1,000,000.

The Commitment of a Financier is cancelled rateably in accordance with the proportion its Undrawn Commitment bears to the Total Undrawn Commitments cancelled.

Cancellation at end of Availability Period

Voluntary Prepayment

A Borrower may prepay all or part of the Principal Outstanding by giving the Facility Agent at least 3 Business Days notice. That notice is irrevocable. The Borrower shall prepay in accordance with it.

A prepayment of part only of the Principal Outstanding must be for a minimum of A$5,000,000 and in an integral multiple of A$1,000,000.

Any amount prepaid under this clause may be redrawn.

General provisions regarding prepayment and cancellation

A Borrower may make a prepayment under clause 6.3 only on a Business Day.

All prepayments under this Agreement must be made with accrued interest on the amount prepaid. No premium or penalty is payable in respect of any prepayment except that the relevant Borrower will be liable for any Break Costs arising as a consequence of the prepayment of all or any part of a Funding Portion other than on the last day of its Interest Period.

No prepayment or cancellation is permitted except in accordance with the express terms of this Agreement.

Prepayment of an amount under this clause will be applied rateably among the Financiers according to their Pro Rata Share in the Principal Outstanding being prepaid.

Interest and Margin

Interest rate

Basis of Calculation of Interest

Payment of Interest

Margin

Initially, the Margin will be 2.10% p.a.; and

thereafter, the Margin for a Funding Portion will be determined by reference to the table below based on the Total Debt to EBITDA Ratio of the FOXTEL Group as shown in the most recent Compliance Certificate delivered after the date of this Agreement under clause 5.1 of the Common Terms Deed Poll as at the most recent Calculation Date.

Total Debt to EBITDA

above 3.5

above 3.0 but £ 3.5

above 2.5 but £ 3.0

above 2.25 but £ 2.5

above 2.0 but £ 2.25

above 1.5 but £ 2.0

£1.5

Repayment

Each Borrower shall repay each Funding Portion drawn by it on the last day of its Interest Period except to the extent it has been continued by the provision of a new Funding Portion on that day.

Amounts repaid under paragraph (a) are available for redrawing in accordance with this Agreement.

Repayment of a Funding Portion will be applied rateably among the Financiers according to their Pro Rata Share in the Principal Outstanding of the Funding Portion repaid.

All Funding Portions must be repaid in full on the Maturity Date.

Market Disruption

Market disruption

If the Facility Agent determines that a Market Disruption Event occurs in relation to a Funding Portion for any Interest Period, then it shall promptly notify FOXTEL and the Financiers, and the rate of interest on each Affected Financier’s participations in that Funding Portion for that Interest Period shall be the rate per annum which is the sum of:

the Margin; and

the rate notified to the Facility Agent by that Affected Financier as soon as practicable and in any event no later than the Business Day before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Affected Financier of funding its participation in that Funding Portion from whatever source or sources it may reasonably select.

Each Affected Financer shall determine the rate notified by it under sub-paragraph (a)(ii) above in good faith. The rate so notified and any notification under paragraph (b) of the definition of Market Disruption Event, will be conclusive and binding on the parties in the absence of manifest error.

Alternative basis of interest or funding

If a Market Disruption Event occurs and the Facility Agent or FOXTEL so requires, the Facility Agent and FOXTEL shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

Any alternative basis agreed pursuant to paragraph (a) above shall only apply with the prior consent of all the Financiers and FOXTEL, and then shall be binding on all parties to this Agreement.

The Facility Agent shall promptly inform FOXTEL and each Financier of any alternative basis agreed under this clause 9.2.

Agent’s role and confidentiality

The Facility Agent shall promptly notify FOXTEL:

on request any rate, or other information notified or specified by a Financier under this clause 9; and

if there is a Market Disruption Event, the identity of any Financier or Financiers giving a notification under paragraph (b) of the definition of Market Disruption Event.

Each of the Facility Agent and FOXTEL shall keep confidential and not disclose to any other Financier or any other person except the Borrowers, any information relating to a Financier described in paragraph (a) above. The Facility Agent shall ensure that its officers and employees involved in performing its functions as Facility Agent keep that information confidential and do not disclose it or allow it to be available to any other person or office within the Facility Agent.

However, the Facility Agent, FOXTEL or its officers or employees may disclose such information:

to the extent required by any applicable law or regulation; or

to the extent it reasonably deems necessary in connection with any actual or contemplated proceedings or a claim with respect to this clause 9.

Anti Money Laundering

Each Borrower agrees that a Financer may delay, block or refuse to process any transaction without incurring any liability if that Financier suspects that:

the transaction may breach any laws or regulations in Australia or any other country binding on that Financier;

the transaction involves any person (natural, corporate or governmental) in a manner that would breach economic and trade sanctions imposed by Australia, the United States, the European Union or any country binding on that Financier; or

the transaction may directly or indirectly involve the proceeds of, or be applied for the purposes of, conduct which is unlawful in Australia or any other country and the transaction would breach or cause that Financier to breach any laws or regulations binding on that Financier.

Each Borrower must provide all information to each Financier which that Financer reasonably requires in order to manage its anti-money laundering, counter-terrorism financing or economic and trade sanctions risk or to comply with any laws or regulations in Australia or any other country. Each Borrower agrees that a Financier may disclose any information concerning a Borrower or any Transaction Party to any law enforcement, regulatory agency or court where and to the extent required by any such law or regulation or authority in Australia or elsewhere.

Each Borrower declares and undertakes to each Financier that to the best of its knowledge, information and belief the processing of any transaction by the Financier in accordance with that Borrower’s instructions will not breach any laws or regulations in Australia or any other country relevant to the transaction.

FATCA

No additional amount is payable to a Financier under clause 3 (Payments), clause 9.1 (Increased costs) or clause 12.1 (Tax) of the Common Terms Deed Poll, if the obligation to do so is attributable to a FATCA Deduction required to be made by a Transaction Party in respect of the Facility.

Each party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. Despite the terms of the Common Terms Deed Poll, if a Transaction Party is required to make a FATCA Deduction in respect of the Facility, the Transaction Party shall not be required to pay any additional amount in respect of that FATCA Deduction under clause 3 (Payments), clause 9.1 (Increased costs) or clause 12.1 (Tax) of the Common Terms Deed Poll.

Each party shall promptly upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the party to whom it is making the payment and, in addition, shall notify FOXTEL, the Facility Agent and the Financiers.

Subject to paragraph (f) below, each party shall, within ten Business Days of a reasonable request by another party:

confirm to that other party whether or not it is a FATCA Exempt Party; and

supply to that other party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other party reasonably requests for the purposes of that other party’s compliance with FATCA.

If a party confirms to another party pursuant to paragraph (d)(i) that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that party shall notify that other party reasonably promptly.

Paragraph (d) above shall not oblige any Financier or the Facility Agent to do anything which would or might in its reasonable opinion constitute a breach of:

any law or regulation;

any fiduciary duty; or

any duty of confidentiality.

If a party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (d) above (including where paragraph (f) above applies), then:

if that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and

if that party failed to confirm its applicable “passthru payment percentage” then such party shall be treated for the purposes of the Finance Documents (and payments made under them) as if its applicable “passthru payment percentage” is 100%,

If a Borrower is a US Tax Obligor, or where the Facility Agent reasonably believes that its obligations under FATCA require it, each Financier shall, within ten Business Days of:

where a Borrower is a US Tax Obligor and the relevant Financier is an Initial Financier, the date of this Agreement;

where a Borrower is a US Tax Obligor and the relevant Financier is not an Initial Financier, the date of the relevant assignment or transfer;

the date a US Tax Obligor becomes a new Borrower under this Agreement; or

where the Borrower is not a US Tax Obligor, the date of a request from the Facility Agent,

a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or

any withholding statement and other documentation, authorisations and waivers as the Facility Agent may require to certify or establish the status of such Financier under FATCA.

Each Financier agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Facility Agent pursuant to paragraph (h) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Facility Agent in writing of its legal inability to do so. The Facility Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to FOXTEL. The Facility Agent shall not be liable for any action taken by it under or in connection with this paragraph (i).

Liquidity Bills

Each Borrower irrevocably and for value authorises each Financier, at its option, to prepare Liquidity Bills in respect of a Funding Portion so that:

their total face value amount does not exceed the outstanding principal amount of the Financier’s share of the Funding Portion (as notified by the Facility Agent under clause 5.1) and total interest payable to the Financier in respect of the Funding Portion; and

their maturity date is not later than the last day of the Interest Period for that Funding Portion,

A Financier may negotiate or deal with any Liquidity Bill prepared by it as it sees fit and for its own benefit.

A Financier must pay any Tax on or in respect of the Liquidity Bills and any dealing with the Liquidity Bills in respect of that Financier.

Each Financier indemnifies each Borrower against any Loss which that Borrower suffers, incurs or is liable for in respect of that Borrower being a party to a Liquidity Bill in respect of that Financier.

Nothing in clause 12(d) affects a Borrower’s obligations under this Agreement (including its obligations in relation to the payment of the Principal Outstanding) which are absolute and unconditional obligations and not affected by any actual or contingent liability of any Financier to any Borrower under clause 12(d).

If a Borrower discharges any Liquidity Bill by payment, the amount of that payment is regarded as applied on the date of payment against the money owing by that Borrower to the Financier who prepared that Liquidity Bill.

Fees

Commitment fee

A commitment fee accrues at the rate of 45% of the applicable Margin that would apply in relation to a Funding Portion outstanding on the date the fee is payable on the daily amount of the Net Commitment (if any) of each Financier from the date of this Agreement to (and including) the last date of the Availability Period.

FOXTEL shall pay (or procure payment of) the accrued commitment fee for the period from the date of this Agreement up to (and including) Financial Close on the earlier of:

Financial Close; and

the date on which any Commitment is terminated.

FOXTEL shall pay (or procure payment of) the accrued commitment fee for the period after Financial Close on the last Business Day of each calendar quarter and at the end of the relevant Availability Period.

Establishment fee

Agent’s fees

Interest on Overdue Amounts

Accrual

on a daily basis up to the date of actual payment from (and including) the due date or, in the case of an amount payable by way of reimbursement or indemnity, the date of disbursement or loss, if earlier;

both before and after judgment (as a separate and independent obligation); and

at the rate determined by the Facility Agent to be the sum of 2% pa plus the higher of:

the rate (if any) applicable to the unpaid amount immediately before the due date; and

the Funding Rate, based on an Interest Period of 30 days.

Payment

Break Costs

Assignments

Assignment by Borrowers

Assignment by Financiers

any necessary prior Authorisation is obtained;

except if an Event of Default is continuing, in the case of any Financier, its remaining participation (if any) and the participation of the transferee or assignee in the Commitments is not less than A$25,000,000;

the transferee or assignee is:

a Related Body Corporate of the Financier or another Financier (in which case clause 16.2(b) shall not apply), and FOXTEL has been given prior written notice of the transfer or assignment;

a bank or financial institution if:

where the transfer complies with clause 16.2(b), FOXTEL has been given prior written notice of the transfer or assignment; or

where the transfer does not comply with clause 16.2(b), FOXTEL has given prior written consent, not to be unreasonably withheld, to the transfer or assignment; or

any person if an Event of Default is continuing; and

in the case of a transfer of obligations, the transfer is effected by a substitution under clause 16.4.

Securitisation

Substitution certificates

If a Financier wishes to substitute a new bank or financial institution for all or part of its participation under this Agreement, it and the substitute shall execute and deliver to the Facility Agent 4 counterparts of a certificate substantially in the form of Annexure D together with a registration fee of $5,000 plus GST (where the substitute is an authorised deposit taking institution (as defined in the Banking Act 1959 (Cth)) or such other amount advised by the Facility Agent from time to time (where the substitute is not an authorised deposit taking institution (as defined in the Banking Act 1959 (Cth)).

On receipt of the certificate and registration fee, if the Facility Agent is satisfied that the substitution complies with clause 16.2 and the Facility Agent has completed all “know your customer” checks to its satisfaction in relation to the substitution, it shall promptly:

notify FOXTEL;

countersign the counterparts on behalf of all other parties to this Agreement;

enter the substitution in a register kept by it (which will be conclusive); and

retain one counterpart and deliver the others to the Retiring Financier, the Substitute Financier and FOXTEL.

When the certificate is countersigned by the Facility Agent the Retiring Financier will be relieved of its obligations, and the Substitute Financier will be bound by the Finance Documents, as stated in the certificate.

Each other party to this Agreement irrevocably authorises the Facility Agent to sign each certificate on its behalf.

Change of Lending Office

No increased costs

New Borrower

(verification certificate) a certificate in relation to that Guarantor given by two officers of that Guarantor substantially in the form of Annexure C;

(completed documents) a Borrower Assumption Letter duly executed by that Guarantor;

(know your customer) evidence of receipt of all “know your customer” documentation which is reasonably required by the Facility Agent to permit each Financier to carry out all necessary “know your customer” or other similar checks under all applicable anti-money laundering laws and regulations; and

(legal opinion) an opinion of legal advisers to FOXTEL.

Relations between Facility Agent and Financiers

Appointment of Facility Agent

amend or waive compliance with any provision of the Finance Documents in accordance with the Finance Documents (including clause 17.5);

all things which the Finance Documents expressly require the Facility Agent to do, or contemplate are to be done by the Facility Agent, on behalf of the Financiers; and

all things which are incidental or ancillary to the Powers of the Facility Agent described in clauses 17.1(a) or 17.1(b).

Facility Agent’s capacity

in its capacity as a Financier, has the same obligations and Powers under each Finance Document as any other Financier as though it were not acting as the Facility Agent; and

may engage in any kind of banking or other business with any Transaction Party without having to notify or account to the Financiers.

Facility Agent’s obligations

The Facility Agent has only those duties and obligations which are expressly specified in the Finance Documents.

The Facility Agent is not required to:

keep itself informed as to the affairs of any Transaction Party or its compliance with any Finance Document; or

review or check the accuracy or completeness of any document or information it forwards to any Financier or other person.

Facility Agent’s powers

Except as specifically set out in the Finance Documents (including clause 17.5), the Facility Agent may exercise its Powers under the Finance Documents:

as it thinks fit in the best interests of the Financiers; and

without consulting with or seeking the instructions of the Financiers.

The exercise by the Facility Agent of any Power in accordance with this clause 17 binds all the Financiers.

Instructions to Facility Agent

must exercise its Powers in accordance with any instructions given to it by the Majority Financiers or, if specifically required to do so under a Finance Document, all Financiers;

must not:

amend any provision of a Finance Document which has the effect of:

increasing the obligations of any Financier; or

changing the terms of payment of any amounts payable under the Finance Documents to any Financier; or

changing the manner in which those payments are to be applied; or

changing the definition of Majority Financiers; or

changing this clause 17.5,

amend any other provision of any Finance Document without the consent of the Majority Financiers unless the Facility Agent is satisfied that the amendment is made to correct a manifest error or an error of a formal or technical nature only; or

otherwise exercise any Power which the Finance Documents specify are to be exercised with the consent or in accordance with the instructions of all Financiers or the Majority Financiers or some other number of Financiers, or amend any such requirement, except with that consent or in accordance with those instructions; and

may refrain from acting, whether in accordance with the instructions of the Financiers, the Majority Financiers or otherwise, until it has received security for any amount it reasonably believes may become payable to it by the Financiers under clause 17.12.

Assumptions as to authority

Facility Agent’s liability

any recitals, statements, representations or warranties contained in any Finance Document, or in any certificate or other document referred to or provided for in, or received by any of them under, any Finance Document;

the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Finance Document (other than as against the Facility Agent) or any other certificate or document referred to or provided for in, or received by any of them under, any Finance Document;

any failure by a Transaction Party or any Financier to perform its obligations under any Finance Document; or

any action taken or omitted to be taken by it or them under any Finance Document or in connection with any Finance Document except in the case of its or their own fraud or wilful misconduct or gross negligence.

Delegation

Distribution by Facility Agent

Facility Agent entitled to rely

any certificate, communication, notice or other document (including any facsimile transmission or telegram) it believes to be genuine and correct and to have been signed or sent by or on behalf of the proper person or persons; and

advice and statements of solicitors, independent accountants and other experts selected by the Facility Agent with reasonable care.

Provision of information

The Facility Agent must forward to each Financier:

notice of the occurrence of any Default promptly after the Facility Agent becomes actually aware of it;

a copy of each report, notice or other document which is intended for redistribution promptly after the Facility Agent receives it from a Transaction Party under any Finance Document; and

a copy of each notice or other document that the Facility Agent considers material, promptly after the Facility Agent delivers it to a Transaction Party under any Finance Document.

The Facility Agent is not to be regarded as being actually aware of the occurrence of a Default unless the Facility Agent:

is actually aware that any payment due by a Transaction Party under the Finance Documents has not been made; or

has received notice from a Financier or a Transaction Party stating that a Default has occurred describing the same and stating that the notice is a ‘Default Notice’.

Without limiting clause 1.2(r)(ii) of the Common Terms Deed Poll, if the Facility Agent receives a Default Notice, the Facility Agent may treat any such Default as continuing until it has received a further Default Notice from the party giving the original notice stating that the Default is no longer continuing and the Facility Agent is entitled to rely on such second notice for all purposes under the Finance Documents.

The Facility Agent is not to be regarded as having received any report, notice or other document or information unless it has been given to it in accordance with clause 15.1 of the Common Terms Deed Poll.

Except as specified in clause 17.11(a) and as otherwise expressly required by the Finance Documents, the Facility Agent has no duty or responsibility to provide any Financier with any information concerning the affairs of any Transaction Party or other person which may come into the Facility Agent’s possession.

Nothing in any Finance Document obliges the Facility Agent to disclose any information relating to any Transaction Party or other person if the disclosure would constitute a breach of any law, duty of secrecy or duty of confidentiality.

Indemnity by Financiers

Independent appraisal by Financiers

the affairs of each Transaction Party;

the accuracy and sufficiency of any information on which it has relied in connection with its entry into the Finance Documents; and

the legality, validity, effectiveness, enforceability and sufficiency of each Finance Document.

Resignation and removal of Facility Agent

The Facility Agent may, by at least 10 Business Days notice to FOXTEL and the Financiers, resign at any time and the Majority Financiers may, by at least 10 Business Days notice to FOXTEL and the Facility Agent, remove the Facility Agent from office. The resignation or removal of the Facility Agent takes effect on appointment of a successor Facility Agent in accordance with this clause 17.14.

When a notice of resignation or removal is given, the Majority Financiers (after consulting with FOXTEL) may appoint a successor Facility Agent. If FOXTEL does not agree to the successor Facility Agent nominated by the Majority Financiers, then the Financiers and FOXTEL shall negotiate in good faith for a period of 10 Business Days and if there is still no agreement upon the expiry of that period, the decision of the Majority Financiers will prevail. If no successor Facility Agent is appointed within 20 Business Days, the Facility Agent may appoint a successor Facility Agent.

When a successor Facility Agent is appointed, and executes an undertaking to be bound as successor Facility Agent under the Finance Documents, the successor Facility Agent succeeds to and becomes vested with all the Powers and duties of the retiring Facility Agent, and the retiring Facility Agent is discharged from its duties and obligations under the Finance Documents.

After any retiring Facility Agent’s resignation or removal, this Agreement continues in effect in respect of any actions which the Facility Agent took or omitted to take while acting as the Facility Agent.

The Facility Agent shall resign in accordance with paragraph (a) above (and, to the extent applicable), shall use reasonable endeavours to appoint a successor Facility Agent if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance Documents, either:

the Facility Agent fails to respond to a request under clause 11 and FOXTEL or a Financier reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

the information supplied by the Facility Agent pursuant to clause 11 indicates that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

the Facility Agent notifies FOXTEL and the Financiers that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date,

Institution of actions by Financiers

A Financier must not institute any legal proceedings against a Transaction Party to recover amounts owing to it under the Finance Documents, without giving the Facility Agent and each other Financier a reasonable opportunity to join in the proceedings or agree to share the costs of the proceedings.

If a Financier does not join in an action against a Transaction Party or does not agree to share in the costs of the action (having been given a reasonable opportunity to do so by the Financier bringing the action), it is not entitled to share in any amount recovered by the action until all the Financiers who did join in the action or agree to share the costs of the action have received in full all money payable to them under the Finance Documents.

Identity of Financiers

Address for notices to the Facility Agent

Disenfranchisement for certain Debt Purchase Transactions

For so long as any Borrower Affiliate beneficially owns a Commitment or is a party to a Debt Purchase Transaction:

any Principal Outstanding in respect of that Commitment or Debt Purchase Transaction is taken to be zero for the purpose of determining who are the Majority Financiers for any approval, consent, waiver, amendment or other matter requiring a vote, instruction or direction by Financiers under the Finance Documents; and

that Borrower Affiliate and any other person with whom it has entered into a Debt Purchase Transaction will be taken not to be a Financier for the purposes of instructing the Facility Agent (unless, in the case of that other person, it is a Financier in respect of another Commitment).

Each Financier must promptly notify the Facility Agent in writing if it knowingly enters into a Debt Purchase Transaction with a Borrower Affiliate, together with the amount of Commitment to which the Debt Purchase Transaction relates.

Each Financier that is a Borrower Affiliate agrees that (unless the Facility Agent otherwise agrees):

it is not entitled to receive the agenda or any minutes of, nor to attend or participate in, any meeting or conference call to which all Financiers or the Majority Financiers are invited to attend or participate in; and

it is not entitled to receive any report or other document prepared at the request of, or on the instructions of, the Facility Agent or one or more of the Financiers.

In this clause:

Borrower Affiliate means:

a Transaction Party and each member of the FOXTEL Group;

a Related Body Corporate of any person described in paragraph (A) above;

any entity, or the trustee of any trust or fund, which is managed or controlled by any person described in paragraph (A) or (B) above; and

any partnership of which any person described in paragraph (A) or (B) above is a partner.

Debt Purchase Transaction means, in relation to a person, a transaction where that person:

purchases by way of assignment or transfer; or

enters into any sub-participation (or any agreement or arrangement having an economic substantially similar effect as a sub-participation) in respect of,

Facility Agent Dealings

all correspondence under or in relation to the Finance Documents between a Financier on the one hand, and a Transaction Party on the other, will be addressed to the Facility Agent; and

the Financiers and the Transaction Parties severally agree to deal with and through the Facility Agent in accordance with this Agreement.

Control Accounts

Proportionate Sharing

Sharing

Whenever a Financier (Financier A) receives or recovers any money in respect of any sum due from a Borrower under this Agreement in any way (including by set-off) except through distribution by the Facility Agent under this Agreement:

Financier A will promptly notify the Facility Agent and pay an amount equal to the amount of that money to the Facility Agent (unless the Facility Agent directs otherwise); and

the Facility Agent will deal with the amount as if it were a payment by the Borrower on account of all sums then payable to the Financiers.

Unless paragraph (c) applies:

the payment or recovery will be taken to have been a payment for the account of the Facility Agent and not to Financier A for its own account, and the liability of that Borrower to Financier A will only be reduced to the extent of any distribution received by Financier A under paragraph (a)(ii); and

(without limiting sub-paragraph (i)) each Borrower shall indemnify Financier A against a payment under paragraph (a)(i) to the extent that (despite sub-paragraph (i)) its liability has been discharged by the recovery or payment.

Where:

the money referred to in paragraph (a) was received or recovered otherwise than by payment (for example, set-off); and

that Borrower, or the person from whom the receipt or recovery is made, is insolvent at the time of the receipt or recovery, or at the time of the payment to the Facility Agent, or becomes insolvent as a result of the receipt, or recovery or the payment,

each other Financier will assign to Financier A an amount of the debt owed by that Borrower to that Financier under the Finance Documents equal to the amount received by that Financier under paragraph (a);

Financier A will be entitled to all rights (including interest and voting rights) under the Finance Documents in respect of the debt so assigned; and

that assignment will take effect automatically on payment of the distributed amount by the Facility Agent to the other Financier.

If Financier A is required to disgorge or unwind all or part of the relevant recovery or payment then the other Financiers shall repay to the Facility Agent for the account of Financier A the amount necessary to ensure that all the Financiers share rateably in the amount of the recoveries or payments retained. Paragraphs (b) and (c) above apply only to the retained amount.

Arrangements with unrelated parties

Unanticipated default

The Facility Agent may assume that a party (the Payer) due to make a payment for the account of another party (the Recipient) makes that payment when due unless the Payer notifies the Facility Agent at least one Business Day before the due date that the Payer will not be making the payment.

In reliance on that assumption, the Facility Agent may make available to the Recipient on the due date an amount equal to the assumed payment.

If the Payer does not in fact make the assumed payment, the Recipient shall repay the Facility Agent the amount on demand. The Payer will still remain liable to make the assumed payment, but until the Recipient does repay the amount, the Payer’s liability will be to the Facility Agent in the Facility Agent’s own right.

If the Payer is a Transaction Party any interest on the amount of the assumed payment accruing before recovery will belong to the Facility Agent. If the Payer is a Financier that Financier shall pay interest on the amount of the assumed payment at the rate determined by the Facility Agent, in line with its usual practice, for advances of similar duration to financial institutions of the standing of the Financier.

Contractual Recognition of Bail-In

any Bail-In Action in relation to any such liability, including (without limitation):

a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

a cancellation of any such liability; and

a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

Governing Law and Jurisdiction

This Agreement is governed by the laws of New South Wales.

Each Borrower irrevocably and unconditionally submits to the non exclusive jurisdiction of the courts of New South Wales.

Each Borrower irrevocably and unconditionally waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum or those courts not having jurisdiction.

Each Borrower irrevocably waives any immunity in respect of its obligations under this Agreement that it may acquire from the jurisdiction of any court or any legal process for any reason including the service of notice, attachment prior to judgment, attachment in aid of execution or execution.

A Finance Party may take proceedings in connection with the Finance Documents in any other court with jurisdiction or concurrent proceedings in any number of jurisdictions.

Counterparts

Name

FOXTEL Management Pty Limited (in its own capacity)

FOXTEL Finance Pty Limited

Financiers    

Name and address

Bank of China Limited, Sydney Branch

39-41 York Street

Sydney NSW 2000

Commonwealth Bank of Australia

Level 21

Darling Park Tower 1

201 Sussex Street

Sydney NSW 2000

National Australia Bank Limited

Level 18

255 George Street

Sydney NSW 2000

Sumitomo Mitsui Banking Corporation, Sydney Branch

Level 40

The Chifley Tower

2 Chifley Square

Sydney NSW 2000

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Level 26

1 Macquarie Place

Sydney NSW 2000

Westpac Banking Corporation

Level 3

Westpac Place

275 Kent Street

Sydney NSW 2000

TOTAL

conditions precedent

Verification Certificate

Finance Documents

An original of this Agreement duly executed by each Initial Borrower.

A Finance Party Nomination Letter duly executed by FOXTEL nominating the Facility Agent a Financier Representative, each Initial Financier a Financier and this Agreement a Finance Document for the purposes of the Common Terms Deed Poll.

A Senior Debt Nomination Letter (as that term is defined in the Subordination Deed) duly executed by FOXTEL nominating each Initial Financier a Senior Lender, the Facility Agent a Senior Lender Representative, this Agreement a Senior Debt Document and each Initial Financiers’ Commitment as Senior Commitments for the purposes of the Subordination Deed.

Existing Syndicated Facility Agreement

KYC

Legal Opinion

Fees

Annual Financial Report

/s/ Peter Tonagh

/s/ Lynette Ireland

PETER TONAGH

LYNETTE IRELAND

/s/ Peter Tonagh

/s/ Lynette Ireland

Director

Secretary

PETER TONAGH

LYNETTE IRELAND

/s/ Sun Qiang

/s/ Hu Shanjun

Sun Qiang

Hu Shanjun

Signed for and on behalf of Commonwealth

Bank of Australia by

Tim Bates

its attorney under power of attorney dated

24 JUNE 2013

who declares that he or she is

DIRECTOR

of Commonwealth Bank of Australia in the presence of:

/s/ Ruby Lau

/s/ Tim Bates

RUBY LAU

Matthew Clendenny

as attorney for National Australia Bank

Limited under power of attorney dated

1 March 2007

in the presence of:

/s/ Dhivya Mohan

/s/ Matthew Clendenny

DHIVYA MOHAN

/s/ Amy Wong

/s/ Brent Griffiths

AMY WONG

BRENT GRIFFITHS

Print Name

Signed by

As attorney for The Bank of Tokyo-Mitsubishi

UFJ, Ltd. under power of attorney dated 05/02/2016

in the presence of:

/s/ Daisuke Ariyama

/s/ Drew Riethmuller

Attorney Signature

Daisuke Ariyama

Drew Riethmuller

Signed by

Rohan Morton

as attorney for Westpac Banking

Corporation under power of attorney dated

17 January 2001

in the presence of:

/s/ Minh Bui

/s/ Rohan Morton

Witness Signature

Minh Bui

Signed for and on behalf of Commonwealth Bank of Australia by

Steven Furlong

its attorney under power of attorney dated 24/06/13

who declares that he or she is

DIRECTOR

of Commonwealth Bank of Australia in the presence of:

/s/ Colleen Chiu

/s/ Steven Furlong

Witness Signature

Colleen Chiu

    Commonwealth Bank of Australia (as Facility Agent)

    [New Borrower]

    [*]

Syndicated revolving facility agreement (Facility Agreement) dated on or about [*] 2016 between FOXTEL Management Pty Limited and FOXTEL Finance Pty Limited (as Initial Borrowers), each party listed in Schedule 2 to that agreement (as Initial Financiers) and the Facility Agent.

We refer to the Facility Agreement. This is a Borrower Assumption Letter. Terms used in the Facility Agreement have the same meaning in this Borrower Assumption Letter unless given a different meaning in this Borrower Assumption Letter.

[New Borrower] agrees to become a party to the Facility Agreement as a New Borrower and to by bound by the terms of the Facility Agreement as a Borrower.

[New Borrower] acknowledges having received a copy of and approved the Facility Agreement together with all other documents and information it requires in connection with the Facility Agreement before signing this letter.

This letter is governed by New South Wales law.

Commonwealth Bank of Australia (Facility Agent)

We give you notice that we wish to draw on [insert Funding Date] (Funding Date).

The aggregate amount to be drawn is A$[*].

Particulars of each Funding Portion are as follows:

Amount

[*]

The proceeds of each Funding Portion are to be used in accordance with clause 3 of the Facility Agreement.

[Except as disclosed in paragraph (f)] each representation and warranty given under a Finance Document (other than the representation and warranty in clause 4.1(m) of the Common Terms Deed Poll) is true and correct in all material respects, and is not misleading in any material respect, as though they are made in respect of the facts and circumstances subsisting as at the date of this Funding Notice.

[Details of the exception to paragraph (e) are as follows: [*]]

We represent and warrant that no [Default]/[Event of Default] is continuing or will result from the provision of the Funding Portions referred to in this Funding Notice.

Signed for and on behalf of [insert name of Borrower] by

Officer

Commonwealth Bank of Australia (as Facility Agent)

[A power of attorney under which the Company executed any Finance Document to which it is expressed to be a party relating to the above facility. That power of attorney has not been revoked by the Company and remains in full force and effect.]

Extracts of minutes of a meeting of the directors of the Company authorising execution of any Finance Document to which it is expressed to be a party relating to the above facility.

A certificate of incorporation and constituent documents for the Company, if they are not already held by the Facility Agent.

Name

[*]

[*]

[*]

each Financier may verify the identity of each Officer and carry out any “know your customer” check (or similar requirement) in respect of each Officer to each Financier’s satisfaction; and

the Officer has read and agrees with each Privacy Statement, which describes the manner in which their personal information may be collected, used and disclosed by a Financier.

Director

[Director]/[Secretary]

[                ]

[                ]

Commonwealth Bank of Australia

Interpretation

Incorporated definitions

Definitions

Date

[*]

Interpretation

Clause 1 of the Facility Agreement applies to this Agreement as if set out in full in this Agreement.

A reference in this Agreement to ‘identical’ rights or obligations is a reference to rights or obligations substantially identical in character to those rights or obligations rather than identical as to the person entitled to them or obliged to perform them.

Capacity

The Facility Agent enters into this Agreement for itself and as agent for each of the parties to the Facility Agreement (other than the Retiring Financier).

Substitution

Effect of substitution

no party to the Finance Documents has any further obligation to the Retiring Financier in relation to the Substituted Commitment;

the Retiring Financier is released from and has no further rights or obligations to a party to the Finance Documents in relation to the Substituted Commitment and any Finance Document to that extent;

the Facility Agent grants to the Substitute Financier rights which are identical to the rights which the Retiring Financier had in respect of the Substituted Commitment and any Finance Document to that extent; and

the Substitute Financier assumes obligations towards each of the parties to the Finance Documents which are identical to the obligations which the Retiring Financier was required to perform in respect of the Substituted Commitment before the acknowledgment set out in 2.1(b).

Substitute Financier a Financier

the Substitute Financier is taken to be a party to the Finance Documents with a Commitment equal to the Substituted Commitment and the Facility Agreement is amended accordingly; and

a reference in the Common Terms Deed Poll and Facility Agreement to ‘Financier’ includes a reference to the Substitute Financier.

Preservation of accrued rights

The Retiring Financier and all other parties to the Finance Documents remain entitled to and bound by their respective rights and obligations in respect of the Substituted Commitment and any of their other rights and obligations under the Finance Documents which have accrued up to the Substitution Date.

Acknowledgments

Copies of documents

Acknowledgment

Payments

Payments by Facility Agent

As between Financiers

Outstanding Liquidity Bills

Warranty

Details of Substitute Financier

General

Attorneys

Witness Signature

Attorney Signature

Print Name

Print Name

Substitute Financier:

the presence of:

Witness Signature

Attorney Signature

Facility Agent:

Australia by its attorney in the presence of:

Witness Signature

Attorney Signature