RIGHTS AGREEMENT between FOX CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Dated as of March 19, 2019Rights Agreement • March 19th, 2019 • Fox Corp • Television broadcasting stations • Delaware
RIGHTS AGREEMENT, dated as of March 19, 2019 (this “Agreement”), between Fox Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company duly organized and validly existing under the laws of the United States, as Rights Agent (the “Rights Agent”).
AMENDED AND RESTATED DISTRIBUTION AGREEMENT AND PLAN OF MERGERDistribution Agreement and Plan of Merger • January 7th, 2019 • Fox Corp • Television broadcasting stations
THIS AMENDED AND RESTATED DISTRIBUTION AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 20, 2018 is made by and between Twenty-First Century Fox, Inc., a Delaware corporation (the “Company”) and 21CF Distribution Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (the “Distribution Merger Sub”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among TWENTY-FIRST CENTURY FOX, INC. THE WALT DISNEY COMPANY TWDC HOLDCO 613 CORP. WDC MERGER ENTERPRISES I, INC. and WDC MERGER ENTERPRISES II, INC. Dated as of June 20, 2018Agreement and Plan of Merger • January 7th, 2019 • Fox Corp • Television broadcasting stations • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of June , 2018 (the “Execution Date”), among Twenty-First Century Fox, Inc., a Delaware corporation (the “Company”), The Walt Disney Company, a Delaware corporation (“Parent”), TWDC Holdco 613 Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Holdco”), WDC Merger Enterprises I, Inc., a Delaware corporation and a wholly owned Subsidiary of Holdco (“Delta Sub”), and WDC Merger Enterprises II, Inc., a Delaware corporation and a wholly owned Subsidiary of Holdco (“Wax Sub”, and together with Delta Sub, the “Merger Subs”), amends and restates in its entirety that certain Agreement and Plan of Merger (the “Original Merger Agreement”), dated as of December 13, 2017 (the “Original Execution Date”), among the Company, Parent, TWC Merger Enterprises 2 Corp. and TWC Merger Enterprises 1, LLC, as amended by the Amendment to Agreement and Plan of Merger, dated as of M
SEPARATION AND DISTRIBUTION AGREEMENT by and between TWENTY-FIRST CENTURY FOX, INC. and FOX CORPORATION Dated as of March 19, 2019Separation and Distribution Agreement • March 19th, 2019 • Fox Corp • Television broadcasting stations • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of March 19, 2019, by and between Twenty-First Century Fox, Inc., a Delaware corporation (“Remainco”), and Fox Corporation, a Delaware corporation and a wholly owned Subsidiary of Remainco (formerly named New Fox, Inc. and at times referred to as such in documentation relating to the Separation and Distribution (each as defined below)) (“FOX” and together with Remainco, each a “Party” and collectively the “Parties”). Capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I of this Agreement.
TAX MATTERS AGREEMENT Between TWENTY-FIRST CENTURY FOX, INC., FOX CORPORATION, and THE WALT DISNEY COMPANY Dated as of March 19, 2019Tax Matters Agreement • March 19th, 2019 • Fox Corp • Television broadcasting stations • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”), dated as of March 19, 2019, by and between TWENTY-FIRST CENTURY FOX, INC., a Delaware corporation (“Remainco”), FOX CORPORATION, a Delaware corporation and a wholly owned subsidiary of Remainco (formerly named New Fox, Inc.) (“FOX”), and THE WALT DISNEY COMPANY, a Delaware corporation (“Disney”).
FORM OF AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • November 2nd, 2023 • Fox Corp • Television broadcasting stations • Delaware
THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ________ __, 20__ by and between Fox Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
ContractAdvisory Services Agreement • August 11th, 2023 • Fox Corp • Television broadcasting stations • California
ADVISORY SERVICES AGREEMENT (this “Agreement”) effective as of August 9, 2023 (the “Effective Date”), by and among FOX CORPORATION, a Delaware corporation (the “Company”), Viet D. Dinh P.C., a District of Columbia professional corporation (“Consultant”), and Viet D. Dinh (the “Principal”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 2nd, 2020 • Fox Corp • Television broadcasting stations
This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of April 1, 2020 (this “Amendment”), among Fox Corporation, a Delaware corporation (the “Borrower”), and the Lenders under the Credit Agreement (each as defined below) party hereto amends the Credit Agreement, dated as of March 15, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including all Schedules and Exhibits thereto, the “Credit Agreement”) by and among, inter alios, the Borrower, the lenders and issuing banks party thereto from time to time (hereinafter collectively referred to as the “Lenders”), and Citibank, N.A., as administrative agent (the “Administrative Agent”).
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • June 13th, 2019 • Fox Corp • Television broadcasting stations • Delaware
This FIRST AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is entered into as of June 13, 2019, by and between Fox Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in that certain Rights Agreement dated as of March 19, 2019, by and between the Company and the Rights Agent (the “Rights Agreement”).
STOCKHOLDERS AGREEMENT by and between FOX CORPORATION and THE MURDOCH FAMILY TRUST Dated as of November 6, 2019Stockholders Agreement • November 6th, 2019 • Fox Corp • Television broadcasting stations • Delaware
This Stockholders Agreement, dated as of November 6, 2019 (this “Agreement”), is by and between Fox Corporation, a Delaware corporation (the “Company”), and the Murdoch Family Trust, a trust governed by the laws of Nevada and of which Cruden Financial Services LLC is the sole trustee (the “Trust”). Each of the Company and the Trust is referred to individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among TWENTY-FIRST CENTURY FOX, INC. THE WALT DISNEY COMPANY TWDC HOLDCO 613 CORP. WDC MERGER ENTERPRISES I, INC. and WDC MERGER ENTERPRISES II, INC. Dated as of June 20, 2018Amended and Restated Agreement and Plan of Merger • October 9th, 2018 • New Fox, Inc. • Television broadcasting stations • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of June , 2018 (the “Execution Date”), among Twenty-First Century Fox, Inc., a Delaware corporation (the “Company”), The Walt Disney Company, a Delaware corporation (“Parent”), TWDC Holdco 613 Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Holdco”), WDC Merger Enterprises I, Inc., a Delaware corporation and a wholly owned Subsidiary of Holdco (“Delta Sub”), and WDC Merger Enterprises II, Inc., a Delaware corporation and a wholly owned Subsidiary of Holdco (“Wax Sub”, and together with Delta Sub, the “Merger Subs”), amends and restates in its entirety that certain Agreement and Plan of Merger (the “Original Merger Agreement”), dated as of December 13, 2017 (the “Original Execution Date”), among the Company, Parent, TWC Merger Enterprises 2 Corp. and TWC Merger Enterprises 1, LLC, as amended by the Amendment to Agreement and Plan of Merger, dated as of M
KEVIN E. LORD Executive Vice President & Chief Human Resources Officer 1211 Avenue of the Americas, New York, NY 10036Fox Corp • February 7th, 2024 • Television broadcasting stations
The Board of Directors has authorized an amendment to your March 19, 2019 Employment Agreement, as amended on November 10, 2021 (the “Employment Agreement”), to increase your “Target Bonus” (as defined in the Employment Agreement) in section 4(b) from $2,500,000 to $2,750,000, effective as of July 1, 2023.
CREDIT AGREEMENT Dated as of June 14, 2023 Among FOX CORPORATION, as Borrower, THE INITIAL LENDERS NAMED HEREIN, as Initial Lenders, and CITIBANK, N.A., as Administrative Agent DEUTSCHE BANK SECURITIES INC. and GOLDMAN SACHS BANK USA, as...Credit Agreement • June 15th, 2023 • Fox Corp • Television broadcasting stations • New York
FOX CORPORATION, a Delaware corporation (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) and initial issuing banks (the “Initial Issuing Banks”) listed on the signature pages hereof and CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), agree as follows:
KEVIN E. LORD Executive Vice President & Chief Human Resources Officer 1211 Avenue of the Americas, New York, NY 10036Fox Corp • February 9th, 2022 • Television broadcasting stations
The Board of Directors has authorized an extension of the Term of your March 19, 2019 Employment Agreement to [END DATE], including an amendment to add “other than subsection (ii) thereof” to the conclusion of the third sentence of section 6(c) and to delete the fourth sentence of section 6(c). [Further, beginning [DATE] and for the duration of the Term, your base salary under section 4(a) shall be $[_________] and your annual SAP target award under section 4(c) shall be $[_________].]
FOX CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2019 • Fox Corp • Television broadcasting stations • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is hereby entered into as of the earliest date written on the signature page hereto between Fox Corporation (the “Company”) and [NAME] (“you” or “your”, as applicable).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 19th, 2019 • Fox Corp • Television broadcasting stations • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of [•], 20[•] by and between Fox Corporation, a Delaware corporation (the “Company”), and [•] (the “Indemnitee”).
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • August 11th, 2023 • Fox Corp • Television broadcasting stations • New York
a Delaware corporation) $600,000,000 3.050% Senior Notes due 2025 $600,000,000 3.500% Senior Notes due 2030 UNDERWRITING AGREEMENTUnderwriting Agreement • April 2nd, 2020 • Fox Corp • Television broadcasting stations • New York
