SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 24, 2019 (this Amendment), among 21st Century Fox America, Inc., a Delaware corporation (the Borrower), Twenty-First Century Fox, Inc., a Delaware corporation (the Parent Guarantor) and the Lenders under the Credit Agreement (each as defined below) party hereto amends the Amended and Restated Credit Agreement, dated as of May 21, 2015 (as amended by the First Amendment to Amended and Restated Credit Agreement, dated as of December 22, 2016, and as further 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 Parent Guarantor, the lenders party thereto from time to time (hereinafter collectively referred to as the Lenders), the issuing banks party thereto from time to time (hereinafter collectively referred to as the Issuing Banks), JPMorgan Chase Bank, N.A. (JPMCB) and Citibank, N.A., as co-administrative agents, and JPMCB, as designated agent (the Designated Agent).
W I T N E S S E T H:
WHEREAS, the Borrower, the Parent Guarantor and the Lenders party hereto constituting the Required Lenders wish to amend the Credit Agreement as set forth herein.
NOW THEREFORE, in consideration of the foregoing recital, mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Parent Guarantor and the Lenders party hereto hereby agree as follows:
Section 1. Defined Terms. All capitalized terms used but not defined in this Amendment shall have the respective meanings specified in the Credit Agreement.
Section 2. Amendments to the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 3 of this Amendment, the following amendments shall be made to the Credit Agreement:
(a) Additional Definitions. The following definitions shall be inserted in alphabetical order in Section 1.01 of the Credit Agreement:
Merger Agreement means that certain Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018, by and among, inter alios, the Parent Guarantor and The Walt Disney Company.
Separation has the meaning specified in the Merger Agreement as in effect on June 20, 2018.
Separation Debt means any Debt incurred by one or more Subsidiaries of any Loan Party the proceeds of which are to be used to finance the Separation and the transactions related thereto (including the Pre-Distribution Dividend (as defined in the Merger Agreement)), including the payment of fees and expenses related thereto.