Definitions and Interpretation

Definitions

are present or future;

are actual, prospective, contingent or otherwise;

are at any time ascertained or unascertained;

are owed or incurred by or on account of any Transaction Party alone, or severally or jointly with any other person;

are owed to or incurred for the account of any Finance Party alone, or severally or jointly with any other person;

are owed to any other person as agent (whether disclosed or not) for or on behalf of any Finance Party;

are owed or incurred as principal, interest, fees, charges, taxes, duties or other imposts, damages (whether for breach of contract or tort or incurred on any other ground), losses, costs or expenses, or on any other account;

are owed to or incurred for the account of any Finance Party directly or as a result of:

the assignment or transfer to any Finance Party of any debt or liability of any Transaction Party (whether by way of assignment, transfer or otherwise); or

any other dealing with any such debt or liability;

are owed to or incurred for the account of a Finance Party before the date of this Deed Poll, or before the date of any assignment of any Finance Document to any Finance Party by any other person or otherwise; or

comprise any combination of the above.

in respect of each Guarantor, any director or secretary, or a person notified to be an authorised officer by the relevant Guarantor; and

in relation to a Finance Party, any person whose title includes the word ‘Director’, ‘Managing Director’, ‘Head’, ‘Executive’, ‘Manager’ or ‘Vice President’, and any other person appointed by the Finance Party to act as its authorised officer for the purposes of the Finance Documents.

Interpretation

words importing the singular include the plural and vice versa;

words importing a gender include any gender;

other parts of speech and grammatical forms of a word or phrase defined in this Deed Poll have a corresponding meaning;

an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any Government Agency;

a reference to any thing (including any right) includes a part of that thing but nothing in this clause 1.2(e) implies that performance of part of an obligation constitutes performance of the obligation;

a reference to a clause, party, annexure, exhibit or schedule is a reference to a clause of, and a party, annexure, exhibit and schedule to, a Finance Document and a reference to a Finance Document includes any annexure, exhibit and schedule to that Finance Document;

a reference to a statute, regulation, proclamation, ordinance or by law includes all statutes, regulations, proclamations, ordinances or by laws amending, consolidating or replacing it, whether passed by the same or another Government Agency with legal power to do so, and a reference to a statute includes all regulations, proclamations, ordinances and by laws issued under that statute;

a reference to a document includes all amendments or supplements to, or replacements or novations of, that document;

a reference to a party to a document includes that party’s successors and permitted assigns;

a reference to an agreement other than a Finance Document or this Deed Poll includes an undertaking, deed, agreement or legally enforceable arrangement or understanding whether or not in writing;

a reference to an asset includes all property of any nature, including a business, and all rights, revenues and benefits;

a reference to liquidation includes official management, appointment of an administrator, compromise, arrangement, merger, amalgamation, reconstruction, winding up, dissolution, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, bankruptcy, or any similar procedure or, where applicable, changes in the constitution of any partnership or person, or death;

a reference to a document includes any agreement in writing, or any certificate, notice, instrument or other document of any kind;

no provision of this Deed Poll will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this Deed Poll or that provision;

a covenant or agreement on the part of two or more Guarantors binds them jointly and severally;

references to time are to Sydney time;

unless the contrary intention appears, any provision of this Deed Poll which specifies a particular day on which a calculation is to be made or an obligation performed, will be construed as requiring that calculation to be made or that obligation to be performed at or before 5.00pm on that day;

a reference in this Deed Poll to:

amendment includes a supplement, novation, restatement or modification and ‘amended’ is to be construed accordingly;

continuing, in relation to a Default, indicates a Default that has not been remedied to the satisfaction of the relevant Financier Representative (acting in good faith) or waived in writing in accordance with the terms of the relevant Finance Document; and

undertaking, assets and rights includes a reference to all real and personal property, choses in action, goodwill and uncalled and called, but unpaid capital;

where an act is required to be performed promptly, it shall be performed within as short a period as reasonably possible from the moment when the act could reasonably be performed, taking into account all of the circumstances;

for the purposes of:

making a representation or warranty;

complying with any notification requirement or other undertaking; or

determining whether a Default has occurred,

a reference to remedying an Event of Default includes overcoming its consequences.

Inclusive expressions

Accounting Standards

Incorporated definitions

Acknowledgments

acknowledges having received a copy of and approved the Common Terms Deed Poll together with all other Finance Documents and other documents and information it requires in connection with the Common Terms Deed Poll before signing this Deed Poll; and

acknowledges receiving valuable consideration for signing this Deed Poll.

Deed Poll

Finance Parties and Finance Documents

This Deed Poll is given by the Guarantors in favour of the Finance Parties from time to time. Each Finance Party has the benefit of and may enforce this Deed Poll even though it is not a party to, or is not in existence at the time of execution and delivery of this Deed Poll, in relation to the Finance Debt to which that Finance Party is entitled and each Finance Document under which that Finance Party has rights, benefits or obligations.

Each undertaking in this Deed Poll is made in favour of the Finance Parties.

Each Guarantor irrevocably acknowledges that FOXTEL may sign and deliver a Finance Party Nomination Letter nominating this Deed Poll as a Finance Document whereupon this Deed Poll shall be a Finance Document for the purposes of the Common Terms Deed Poll.

Removal of benefit for particular Finance Party

that Finance Party has been Finally Paid;

that Finance Party is not committed to providing further financial or other accommodation to any Transaction Party pursuant to any Finance Document; and

if requested by FOXTEL and agreed in writing by the relevant Finance Party.

Power of attorney

Each Guarantor (other than NXE Australia Pty Limited) irrevocably appoints NXE Australia Pty Limited as its attorney (Attorney) to do anything which the Guarantor may do (including to execute any document on its behalf) under or in relation to any Finance Document including to execute and deliver any document amending or supplementing this Deed Poll.

Without limitation, the Attorney may at any time delegate the Attorney’s powers (including delegation).

Syndicated Facility Agreements

any notice, consent, direction, opinion, approval, waiver, variation, agreement or communication which may be given, or which is required to be given either by or to a Financier under this Deed Poll may be given by, and shall be given to, the relevant Financier Representative (on behalf of each Financier under that Syndicated Facility Agreement) and if so given, shall, for the purposes of this Deed Poll, be regarded as having been given to or by each such Financier;

the parties acknowledge and agree that the relevant Financier Representative under that Syndicated Facility Agreement in giving any such notice, consent, direction, approval, waiver, variation, agreement or other communication or forming any opinion, will be acting on the instructions of the Financiers under and in accordance with that Syndicated Facility Agreement, and references to “acting reasonably”, “in the opinion of, “being satisfied” or similar expressions shall be construed accordingly and where used in connection with the relevant Financier Representative shall be construed as referring to each of the Financiers from whom the relevant Financier Representative is required to obtain instructions in so acting. Each Guarantor shall be entitled to assume in its dealings with the relevant Financier Representative that it has the necessary authority to so act and to bind each Financier under the relevant Syndicated Facility Agreement, until such time as NXE Australia Pty Limited is notified in writing to the contrary; and

references in this Deed Poll to “a Financier” or “the Financier” shall be construed accordingly.

Several application of Deed Poll

to apply to each such Relevant Transaction separately;

such that the representations, warranties, undertakings, events of default and other provisions apply to that Relevant Transaction separately and gives each Finance Party to that Relevant Transaction rights in relation to that Relevant Transaction separately; and

such that each reference to “each Financier Representative” or “the Financier Representatives” means the relevant Financier Representative in respect of the Relevant Transaction.

Payments

Representations and Warranties

Representations and Warranties

(status): it is a corporation registered (or taken to be registered) and validly existing under the laws of the jurisdiction of its incorporation;

(power and authorisation): it has the power and authority to enter into and perform its obligations under and carry out the transactions contemplated by this Deed Poll and to own its assets and to carry on its business as now conducted. It has taken all necessary action to authorise the entry into, delivery and performance of this Deed Poll and to carry out the transactions contemplated by this Deed Poll;

(document binding): this Deed Poll constitutes its legal, valid, binding and enforceable obligation enforceable in accordance with its terms subject to laws generally affecting creditors’ rights and principles of equity;

(transactions permitted): the execution, delivery and performance by it of this Deed Poll and each transaction contemplated under this Deed Poll did not and will not breach or result in a contravention of:

any law, treaty, judgement, ruling, order, regulation or decree of a Government Agency binding on it or Authorisation;

its constitution or other constituent documents; or

any Encumbrance or material agreement which is binding on it or its assets, and did not and will not:

create or impose any Encumbrance on any of its assets; or

allow a person to accelerate or cancel an obligation with respect to Finance Debt or constitute an event of default, cancellation event, prepayment event or similar event (whatever called) under an agreement relating to Finance Debt, whether immediately or after notice or lapse of time or both;

(no litigation): except as disclosed in full to each Financier Representative in writing before the date of this Deed Poll, there is no litigation, arbitration, Tax claim, dispute or administrative or other proceeding current or, to the best of its knowledge and belief, threatened, to which it is or may become a party, which:

in any way questions its power or authority to enter into or perform its obligations under this Deed Poll; or

would be reasonably likely to result in the occurrence of an Insolvency Event in relation to it or to have a Material Adverse Effect;

(Authorisations): each Authorisation:

which is required in relation to the execution, delivery and performance by it of this Deed Poll and the transactions contemplated by this Deed Poll; or

which is required in relation to the validity and enforceability of this Deed Poll, has been obtained or effected, complied with and maintained;

(copies of documents): all copies of documents given by it or on its behalf to any Financier Representative are true copies which are accurate and complete in all material respects;

(not a trustee): it does not enter into this Deed Poll as trustee of any trust or hold any assets as the trustee of any trust;

(immunity from suit): it does not, and its assets do not, have immunity from the jurisdiction of a court or from legal process;

(solvency):

it is able to pay its debts as they fall due and has not suspended making payment of its debts generally; and

no Insolvency Event has occurred and is continuing in relation to it or will occur as a result of it entering into this Deed Poll;

(ranking of obligations): its obligations under this Deed Poll (in all respects and at all times) rank at least equally in right and priority of payment with all its other unsecured and unsubordinated obligations (actual or contingent, present or future) except for obligations mandatorily preferred by law;

(commercial benefit): the entering into and performance by it of its obligations under this Deed Poll is for its commercial benefit and is in its commercial interests; and

(own enquiries): it has relied on its own investigations and enquiries regarding the transactions contemplated by the Finance Documents and has not relied on any information, advice or opinion given or offered by or on the Financier’s behalf even if in answer to any enquiry by or for it.

Repetition of representations and warranties

Guarantee

Guarantee

Payment

If the Guaranteed Moneys are not paid when due, each Guarantor must immediately on demand from the relevant Financier Representative pay to that Financier Representative for the account of its Financiers the Guaranteed Moneys in the same manner and currency as the Guaranteed Moneys are required to be paid.

A demand under clause 5.2(a) may be made at any time and from time to time.

Securities for other money

Amount of Guaranteed Moneys

This clause 5 applies to any amount which forms part of the Guaranteed Moneys from time to time.

The obligations of each Guarantor under this clause 5 extend to any increase in the Guaranteed Moneys as a result of:

any amendment, supplement, renewal or replacement of any Finance Document to which any Finance Party and Transaction Party or Guarantor is a party; or

the occurrence of any other thing.

Clause 5.4(b):

applies regardless of whether any Guarantor is aware of or consented to or is given notice of any amendment, supplement, renewal or replacement of any agreement to which any Finance Party and Transaction Party or Guarantor is a party or the occurrence of any other thing; and

does not limit the obligations of any Guarantor under this clause 5.

Proof by Finance Parties

Avoidance of payments

If any payment, conveyance, transfer or other transaction relating to or affecting the Guaranteed Moneys is:

void, voidable or unenforceable in whole or in part; or

claimed to be void, voidable or unenforceable and that claim is upheld, conceded or compromised in whole or in part,

liability of each Guarantor under this clause 5 and any Power is the  same as if:

that payment, conveyance, transfer or transaction (or the void, voidable or unenforceable part of it); and

any release, settlement or discharge made in reliance on any thing referred to in clause 5.6(a)(iii),

Clause 5.6(a) applies whether or not any Finance Party knew, or ought to have known, of anything referred to in clause 5.6(a).

Indemnity for avoidance of Guaranteed Moneys

If any of the Guaranteed Moneys (or money which would have been Guaranteed Moneys if it had not been irrecoverable) are irrecoverable by any Finance Party from:

any Transaction Party or Guarantor; or

a Guarantor on the footing of a guarantee,

indemnify each Finance Party against any Loss suffered, paid or incurred by that Finance Party in relation to the non payment of that money; and

must pay to the relevant Financier Representative for the account of that Finance Party an amount equal to that Loss.

Clause 5.7(a) applies to the Guaranteed Moneys (or money which would have been Guaranteed Moneys if it had not been irrecoverable) which are or may be irrecoverable irrespective of whether:

they are or may be irrecoverable because of any event described in clause 5.12;

they are or may be irrecoverable because of any other fact or circumstance;

the obligations or liabilities or any of them relating to that money are void or illegal or avoided or otherwise unenforceable; and

any matters relating to the Guaranteed Moneys are or should have been within the knowledge of any Finance Party.

No obligation to marshal

any Encumbrance, Guarantee or other document or agreement held, at any time, by or on behalf of that or any other Finance Party; or

any money or asset which that Finance Party, at any time, holds or is entitled to receive.

Non exercise of Guarantors’ rights

Principal and independent obligation

This clause 5 is:

a principal obligation and is not to be treated as ancillary or collateral to any other right or obligation; and

independent of and not in substitution for or affected by any other guarantee or security which any Finance Party may hold in respect of the Guaranteed Moneys or any obligations of any Transaction Party, Guarantor or any other person.

This clause 5 is enforceable against a Guarantor:

whether or not any Finance Party has:

made demand on any Transaction Party or Guarantor (other than any demand specifically required to be given, or notice required to be issued, to a Guarantor under clause 5.2 or any other provision of a Finance Document);

given notice to any Transaction Party, Guarantor or any other person in respect of any thing; or

taken any other steps against any Transaction Party, Guarantor or any other person;

whether or not any Guaranteed Moneys are then due and payable; and

despite the occurrence of any event described in clause 5.12.

Suspense account

appropriate at its discretion any money received or recovered in respect of the Guaranteed Moneys under this Deed Poll or otherwise, including money received or recovered by way of set-off or as a dividend in liquidation; and

refrain from applying the money in reduction of the Guaranteed Moneys, and claim against any person (including by proving in any liquidation) in respect of the full amount of the Guaranteed Moneys disregarding the money received or recovered.

Unconditional nature of obligations

This clause 5 and the obligations of each Guarantor under the Finance Documents are not released or discharged or otherwise affected by anything which but for this provision might have that effect, including:

the grant to any Transaction Party, Guarantor or any other person of any time, waiver, covenant not to sue or other indulgence;

the release (including a release as part of any novation) or discharge of any Transaction Party, Guarantor or any other person;

the cessation of the obligations, in whole or in part, of any Transaction Party, Guarantor or any other person under any Finance Document or any other document or agreement;

the liquidation of any Transaction Party, Guarantor or any other person;

any arrangement, composition or compromise entered into by any Finance Party, any Transaction Party, Guarantor or any other person;

any Finance Document or any other document or agreement being in whole or in part illegal, void, voidable, avoided, unenforceable or otherwise of limited force or effect;

any extinguishment, failure, loss, release, discharge, abandonment, impairment, compounding, composition or compromise, in whole or in part, of any Finance Document or any other document or agreement;

any alteration, amendment, variation, supplement, renewal or replacement of any Finance Document or any other document or agreement;

any moratorium or other suspension of any Power;

any Finance Party exercising or enforcing, delaying or refraining from exercising or enforcing, or being not entitled or unable to exercise or enforce any Power;

any Finance Party obtaining a judgment against any Transaction Party, Guarantor or any other person for the payment of any of the Guaranteed Moneys;

any transaction, agreement or arrangement that may take place with any Finance Party, any Transaction Party, Guarantor or any other person;

any payment to any Finance Party including any payment which at the payment date or at any time after the payment date is in whole or in part illegal, void, voidable, avoided or unenforceable;

any failure to give effective notice to any Transaction Party, Guarantor or any other person of any default under any Finance Document or any other document or agreement;

any legal limitation, disability or incapacity of any Transaction Party, Guarantor or of any other person;

any breach of any Finance Document or any other document or agreement;

the acceptance of the repudiation of, or termination of, any Finance Document or any other document or agreement;

any Guaranteed Moneys being irrecoverable for any reason;

any disclaimer by any Transaction Party, Guarantor or any other person of any Finance Document or any other document or agreement;

any assignment, novation, assumption or transfer of, or other dealing with, any Powers or any other rights or obligations under any Finance Document or any other document or agreement;

the opening of a new account of any Transaction Party or Guarantor with any Finance Party or any transaction on or relating to the new account;

any prejudice (including material prejudice) to any person as a result of:

any thing done or omitted by any Finance Party, any Transaction Party, any Guarantor or any other person;

any failure or neglect by any Finance Party or any other person to recover the Guaranteed Moneys from any Transaction Party or Guarantor; or

any other thing;

the receipt by any Finance Party of any dividend, distribution or other payment in respect of any liquidation;

the failure of any Transaction Party or other Guarantor or any other person who is intended to become a co-surety or co-indemnifier of that Guarantor to execute this agreement or any other document; or

any other act, omission, matter or thing whether negligent or not.

Clause 5.12(a) applies irrespective of:

the consent or knowledge or lack of consent or knowledge, of any Finance Party, any Transaction Party, Guarantor or any other person of any event described in clause 5.12(a); or

any rule of law or equity to the contrary.

No competition

Until the Guaranteed Moneys have been fully paid and this clause 5 has been finally discharged, a Guarantor is not entitled to:

be subrogated to any Finance Party;

claim or receive the benefit of:

any Encumbrance, Guarantee or other document or agreement of which any Finance Party has the benefit;

any moneys held by any Finance Party; or

any Power;

either directly or indirectly prove in, claim or receive the benefit of any distribution, dividend or payment arising out of or relating to the liquidation of any Transaction Party or Guarantor liable to pay the Guaranteed Moneys, except in accordance with clause 5.13(b);

make a claim or exercise or enforce any right, power or remedy by way of contribution against any Transaction Party or Guarantor liable to pay the Guaranteed Moneys; or

raise any defence or counterclaim in reduction or discharge of its obligations under this clause 5.

If required by any Finance Party, a Guarantor must prove in any liquidation of any Transaction Party or Guarantor liable to pay the Guaranteed Moneys for all money owed to the Guarantor in accordance with the Finance Party’s instructions.

All money recovered by a Guarantor in breach of this clause 5.13 from any liquidation or from any Transaction Party or Guarantor liable to pay the Guaranteed Moneys must be promptly paid to the Financier Representatives for the account of their Financiers and only if it does not create or take effect as a security interest for the purposes of the PPSA, until so paid must be received and held in trust by the Guarantor for the Finance Parties to the extent of the unsatisfied liability of the Guarantor under this clause 5.

A Guarantor must not do or seek, attempt or purport to do anything referred to in clause 5.13(a).

Continuing guarantee

any settlement of account; or

the occurrence of any other thing,

Variation

Judgments

Release of Guarantors

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 provided in clause 6.3.

Payment

Rate

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

the rate agreed in respect of overdue amounts in accordance with the terms of the relevant Finance Document.

GST

Saving provisions

Survival of Obligations

(Representations and warranties) Each representation or warranty in this Deed Poll survives the execution and delivery of this Deed Poll and the provision of financial accommodation.

(Indemnity) Each indemnity, reimbursement or similar obligation in this Deed Poll:

is a continuing, separate and independent obligation, despite any settlement of account or the occurrence of any other thing and remains in full force and effect until the Guaranteed Moneys are fully and finally repaid;

is payable on demand; and

survives termination or discharge of the relevant Finance Document and repayment of financial accommodation. Where a party is obliged to indemnify another party against any loss, cost, charge, liability, expense, deficiency or other amount, it shall pay on demand from time to time the amount stated by the other party to be the amount indemnified against.

Assignments

A Guarantor may only assign or transfer any of its rights or obligations under this Deed Poll with the prior written consent of each Financier Representative.

A Finance Party may assign or transfer all or any of its rights under this Deed Poll in accordance with the provisions set out in a Finance Document as part of a corresponding dealing with its rights under the relevant Finance Document.

Notices

All notices, requests, demands, consents, approvals, agreements or other communications to or by a party to this Deed Poll must be in writing signed by an Officer of the sender (or in the case of an email message, sent from the email address of an Officer of the sender) and be delivered, received or left at the address, email address or fax number of the recipient shown in the Schedule or to any other address, or fax number or email address which it may have notified the sender.

Clauses 15.1(b) to (d) (Notices) of the Common Terms Deed Poll apply to this Deed Poll (together with necessary changes for context).

Governing Law and Jurisdiction

This Deed Poll is governed by the laws of New South Wales. To the extent permitted by law, so are all related matters, including any non contractual matters. Each Guarantor irrevocably accepts the non exclusive jurisdiction of courts with jurisdiction there.

Clauses 15.2(c) to (e) (Governing law and jurisdiction) of the Common Terms Deed Poll apply to this Deed Poll as if references in those clauses to a Transaction Party were references to a Guarantor.

General

Counterparts

NXE Australia Pty Limited

ACN 625 190 990

Address: 5 Thomas Holt Drive,

North Ryde NSW 2113

Attention: Chief General Counsel

Email:

general.counsel@Foxtel.com.au

Fox Sports Australia Pty Limited

ACN 065 445 418

Address: Level 5, 2 Holt Street,

Surry Hills NSW 2010

Attention: Company Secretary

Facsimile: (02) 9288 3275

Binni Pty Limited

ACN 004 092 648

Address: Level 5, 2 Holt Street,

Surry Hills NSW 2010

Attention: Company Secretary

Facsimile: (02) 9288 3275

Fox Sports Venues Pty Limited

ACN 110 803 944

Address: Level 5, 2 Holt Street,

Surry Hills NSW 2010

Attention: Company Secretary

Facsimile: (02) 9288 3275

Sport by Numbers Pty Limited

ACN 065 420 046

Address: Level 5, 2 Holt Street,

Surry Hills NSW 2010

Attention: Company Secretary

Facsimile: (02) 9288 3275

Fox Sports Streamco Pty Limited

ACN 616 999 243

Address: Level 5, 2 Holt Street,

Surry Hills NSW 2010

Attention: Company Secretary

Facsimile: (02) 9288 3275

/s/ Stacey Lee Brown

/s/ Lynette Ireland

STACEY LEE BROWN

LYNETTE IRELAND

Executed as a deed in accordance with

section 127 of the Corporations Act 2001 by

Fox Sports Australia Pty Limited:

/s/ Ian Philip

/s/ Christina Allen

lan Philip

Christina Allen

Executed as a deed in accordance with

section 127 of the Corporations Act 2001 by

Binni Pty Limited:

/s/ Peter Campbell

/s/ Christina Allen

Peter Campbell

Christina Allen

/s/ Ian Philip

/s/ Christina Allen

lan Philip

Christina Allen

Executed as a deed in accordance with

section 127 of the Corporations Act 2001 by

Sport by Numbers Pty Limited:

/s/ Ian Philip

/s/ Christina Allen

Director Signature

lan Philip

Christina Allen

Executed as a deed in accordance with

section 127 of the Corporations Act 2001 by

Fox Sports Streamco Pty Limited:

/s/ Peter Campbell

/s/ Christina Allen

Peter Campbell

Christina Allen