300,000,000 4.00% Senior Notes due 2023 $700,000,000 5.40% Senior Notes due 2043 REGISTRATION RIGHTS AGREEMENT Dated as of September 30, 2013 by and among NEWS AMERICA INCORPORATED, TWENTY-FIRST CENTURY FOX, INC., MERRILL LYNCH, PIERCE, FENNER & SMITH...Registration Rights Agreement • November 6th, 2013 • Twenty-First Century Fox, Inc. • Cable & other pay television services • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of September 25, 2013, by and among the Issuer, the Guarantor and the Initial Purchasers (the “Purchase Agreement”), which provides for, among other things, the sale by the Issuer to the Initial Purchasers of (i) an aggregate of $300,000,000 principal amount of the Issuer’s 4.00% Senior Notes Due 2023 (the “4.00% Senior Notes”) and (ii) an aggregate of $700,000,000 principal amount of the Issuer’s 5.40% Senior Notes Due 2043 (the “5.40% Senior Notes” and together with the 4.00% Senior Notes, the “Securities”). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuer has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2013 • Twenty-First Century Fox, Inc. • Cable & other pay television services • New York
AGREEMENT dated as of July 1, 2013, between News America Incorporated, a Delaware corporation, with offices at 1211 Avenue of the Americas, New York, NY 10036 (the “Company”) and John P. Nallen, residing at the address that is on file with the Company (the “Executive”).
As of July 1, 2013 David F. DeVoe Senior Advisor Twenty-First Century Fox, Inc. New York, NY 10036 Dear Dave:Twenty-First Century Fox, Inc. • November 6th, 2013 • Cable & other pay television services
This letter agreement (the “Letter Agreement”) is intended to constitute a formal binding modification to your agreement dated as of November 15, 2004, with News America Incorporated (“NAI”), a wholly owned subsidiary of Twenty-First Century Fox, Inc. (formerly known as News Corporation), as amended on December 16, 2008, and as further amended on August 2, 2010 (the “Agreement”) and shall confirm the terms and conditions which will apply to your Agreement as from July 1, 2013. The letter agreement between you and News Corporation dated August 2, 2010 regarding the annual bonus and long-term incentive awards (the “Annual Bonus and LTIP Letter Agreement”) shall remain applicable pursuant to its terms. Capitalized terms used in this letter and not defined shall have the meanings given such terms in the Agreement.
