Syndicated Facility Agreement, dated as of August 14, 2023, among Foxtel Management Pty Limited, as initial borrower, the MLABs named therein, the initial financiers named therein and Commonwealth Bank of Australia, as facility agent

It is agreed as follows.

In this Agreement:

Additional Business Day means any day specified as such in the applicable Reference Rate Terms.

Amendment Deed (Subordination Deed Poll) means the 'Deed of Amendment (Subordination Deed Poll)' dated on or about the date of this Agreement between, among others, Foxtel, NXEA and News Pty Ltd.

Associate has the meaning given to it in Section 128F(9) of the Tax Act.

Australian Withholding Tax means any Australian Tax required to be withheld or deducted from any interest or other payment under Division 11A of Part III of the Tax Act or Subdivision 12-F of Schedule 1 to the Taxation Administration Act 1953 (Cth).

Availability Period means:

(a)    in relation to Tranche 1, the period commencing on the date of Financial Close and ending on the earlier of:

(i)    one month prior to the Maturity Date for Tranche 1; or

(ii)    the date on which the Commitment for Tranche 1 is cancelled in full; and

(b)    in relation to Tranche 2 and Tranche 3, the period commencing on the date of Financial Close and ending on the date which is three months after Financial Close.

Base Rate means:

(a)    in relation to a Funding Portion in A$, the BBSY Rate, provided that the Base Rate for any Funding Portion with an Interest Period of 3 months or less will be the BBSY Rate for an Interest Period of 3 months; and

(b)    in relation to a Funding Portion in US$, the Reference Rate.

BBSY Rate for a period and a Funding Portion in A$, means the higher of zero and the following rate determined at or about 11.00am (Sydney time) on the first day of that period (or if different the time specified by the Facility Agent as the time at which this rate is normally published) and for a period equivalent (in the opinion of the Facility Agent, without the need for instructions) to the Interest Period:

(a)    the Screen Rate; or

(b)    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 where the Interest Period is less than the shortest period published for the Screen Rate, the Screen Rate for the shortest period published for the Screen Rate; or

(c)    if:

(i)    no Screen Rate is available for that period and it is not possible to calculate an Interpolated Screen Rate or other rate under paragraph (b) above for that period; or

(ii)    the basis on which the Screen Rate is displayed is changed and the Majority Financiers instruct the Facility Agent (after consultation by the Facility Agent with Foxtel) that in their opinion it ceases to reflect the Financiers' cost of funding to the same extent as at the date of this Agreement,

then the Base Rate will be the rate determined by the Facility Agent to be the arithmetic mean of the buying rates quoted to the Facility Agent by three Reference Banks at or about 11.00am (Sydney time) on the first day of that period provided that, and subject to clause 9, if a Reference Bank does not supply a quotation by the time specified, the applicable Base Rate shall be determined on the basis of the quotations of the remaining Reference Banks. The buying rates must be for bills of exchange accepted by leading Australian banks and which have a term closest to the period.

Rates will be expressed as a yield percent per annum to maturity, and if necessary will be rounded to the nearest fourth decimal place.

Borrower means the Initial Borrower or a New Borrower.

Borrower Assumption Letter means a letter substantially in the form of Annexure A.

Break Costs in relation to a Compounded Rate Loan, means any amount specified as such in the applicable Reference Rate Terms and otherwise means, in relation to a Financier, the amount

(exclusive of the Margin component) determined by that Financier as being incurred by reason of the liquidation or re-employment of deposits or other funds acquired or contracted for, or allocated by the Financier to fund or maintain its commitments under the Finance Documents or the termination or repricing of any interest rate or currency swap or other hedging arrangement (including an internal arrangement) entered into by the Financier in connection with the liquidation or re-employment of those deposits or other funds.

Business Day has the meaning given to that term in the Common Terms Deed Poll and in relation to:

(a)    the fixing of an interest rate in relation to a Term Rate Loan;

(b)    any date for payment or purchase of an amount relating to a Term Rate Loan or a Compounded Rate Loan; or

(c)    the determination of the first day or the last day of an Interest Period for a Compounded Rate Loan, or otherwise in relation to the determination of the length of such an Interest Period),

which is an Additional Business Day relating to that Funding Portion or Unpaid Sum.

Central Bank Rate has the meaning given to that term in the applicable Reference Rate Terms.

Central Bank Rate Adjustment has the meaning given to that term in the applicable Reference Rate Terms.

Code means the US Internal Revenue Code of 1986.

Commitment means, in relation to a Financier, its:

(a)    Tranche 1 Commitment;

(b)    Tranche 2 Commitment; and

(c)    Tranche 3 Commitment,

as applicable.

Common Terms Deed Poll means the common terms deed poll dated 10 April 2012 (as amended from time to time) given by Foxtel Management Pty Limited, the parties listed in Schedule 1 to that document and others in favour of the Finance Parties (as defined therein).

Compounded Rate Interest Payment means the aggregate amount of interest that:

(a)    is, or is scheduled to become, payable under any Finance Document; and

(b)    relates to a Compounded Rate Loan.

Compounded Rate Loan means any Funding Portion in US$ or, if applicable, Unpaid Sum in US$, which is not a Term Rate Loan.

Compounded Reference Rate means, in relation to any RFR Banking Day during the Interest Period of a Compounded Rate Loan, the percentage rate per annum which is the aggregate of:

(a)    the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day; and

(b)    the Credit Adjustment Spread.

Compounding Methodology Supplement means, in relation to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate, a document which:

(a)    is agreed in writing by the Initial Borrower, the Facility Agent (in its own capacity) and the Facility Agent (acting on the instructions of all Financiers);

(b)    specifies a calculation methodology for that rate; and

(c)    has been made available to the Initial Borrower and each Finance Party.

Credit Adjustment Spread means, in relation to any Funding Portion in US$, the applicable rate which is either:

(a)    specified as such in the applicable Reference Rate Terms; or

(b)    if not specified in the applicable Reference Rate Terms, determined by the Facility Agent (or by any other Finance Party which agrees to determine that rate in place of the Facility Agent) in consultation with Foxtel.

Cumulative Compounded RFR Rate means, in relation to an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Facility Agent (or by any other Finance Party which agrees with the Initial Borrower and the Facility Agent to determine that rate in place of the Facility Agent) in accordance with the methodology set out in Schedule 6 (Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

Daily Non-Cumulative Compounded RFR Rate means, in relation to any RFR Banking Day during an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Facility Agent (or by any other Finance Party which agrees with the Initial Borrower and the Facility Agent to determine that rate in place of the Facility Agent) in accordance with the methodology set out in Schedule 5 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

Daily Rate means the rate specified as such in the applicable Reference Rate Terms.

Deed of Amendment (CTDP) means the Deed of Amendment (Common Terms Deed Poll) dated on or about the date of this Agreement between Foxtel and others.

Effective Date has the meaning given to that term in the Deed of Amendment (CTDP).

Facility means the facility made available to the Borrowers under this Agreement comprising Tranche 1, Tranche 2 and Tranche 3.

FATCA means:

(a)    sections 1471 to 1474 of the US Internal Revenue Code of 1986 or any associated regulations;

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

(c)    any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

FATCA Application Date means:

(a)    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; or

(b)    in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

FATCA Deduction means a deduction or withholding from a payment under a Finance Document required by FATCA.

FATCA Exempt Party means a party that is entitled to receive payments free from any FATCA Deduction.

Finance Document means:

(a)    this Agreement;

(b)    any Swap Agreement to which a Financier is a counterparty;

(c)    the Common Terms Deed Poll;

(d)    any Guarantee Assumption Deed Poll;

(e)    any Borrower Assumption Letter;

(f)    any Compounding Methodology Supplement;

(g)    any Reference Rate Supplement;

(h)    any Substitution Certificate;

(i)    any Subordination Deed;

(j)    each fee letter between one or more Finance Parties and any Transaction Party;

(k)    any document under which a Transaction Facility is provided; or

(l)    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,

or any document or agreement entered into or given under or in connection with, or for the purpose of amending or novating, any of the above.

Finance Party means:

(a)    any MLAB;

(b)    the Facility Agent; or

(c)    any Financier.

Financial Close means the date on which the Facility Agent has issued a notice specifying that all conditions precedent referred to in clause 2.1 (Initial conditions precedent) have been satisfied or waived and the first Funding Portion has been provided.

Financier means:

(a)    any Initial Financier; or

(b)    any Substitute Financier,

unless they have ceased to be a Financier in accordance with this Agreement.

Funding Date means the date on which a Funding Portion is provided or redrawn, or is to be provided or redrawn, to or by a Borrower under this Agreement.

Funding Notice means a notice in the form of Annexure B.

Funding Portion means each portion of the Commitments provided under this Agreement which is made available under the same Tranche, has the same Funding Date and Interest Period.

Funding Rate means, in respect of an Interest Period, the aggregate of:

(a)    the Base Rate for that Interest Period;

(b)    the Margin; and

(c)    the Credit Adjustment Spread.

Historic Term SOFR means, in relation to any Funding Portion in US$, the most recent Term SOFR for a period equal in length to the Interest Period of that Funding Portion and which is as of a US Government Securities Business Day which is no more than three US Government Securities Business Days before the Quotation Day.

Interest Payment Date means the last day of each Interest Period.

Interest Period means a period determined under clause 5.6.

Interpolated Historic Term SOFR means, in relation to any Funding Portion in US$, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

(a)    the most recent Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Day) for the longest period (for which Term SOFR is available) which is less than the Interest Period of that Funding Portion; and

(b)    the most recent Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of that Funding Portion.

Interpolated Screen Rate means in relation to a Funding Portion in A$, the rate which results from interpolating on a linear basis between:

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

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

Interpolated Term SOFR means, in relation to any Funding Portion in US$, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

(a)    Term SOFR (as of the Quotation Time)) for the longest period (for which Term SOFR is available) which is less than the Interest Period of that Funding Portion; and

(b)    Term SOFR (as of the Quotation Time) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of that Funding Portion.

Invitation Letter means an Invitation Letter issued by an MLAB on behalf of the Initial Borrower to an Initial Financier.

Lending Office means, in respect of a Financier, the office of that Financier set out with its name in Schedule 2, or any other office notified by the Financier under this Agreement.

Lookback Period means the number of days specified as such in the applicable Reference Rate Terms.

Majority Financiers means Financiers whose Commitments aggregate at least 66.67% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated at least 66.67% of the Total Commitments immediately prior to the reduction). Where a Financier's Commitment has been reduced to zero, but it has an outstanding participation in any outstanding Funding Portions, then for this purpose its Commitment will be taken to be the aggregate amount of its participation.

Mandate Letter means the Mandate Letter dated 29 June 2023 between Foxtel and the MLABs.

Margin means at any time the rate calculated in accordance with clause 7.5.

Market Disruption Event means:

(a)    for a Funding Portion in A$:

(i)    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

(ii)    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); and

(b)    for a Funding Portion in US$, before 5.00 pm (Sydney time) on the Business Day after the Quotation Day, 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 funding would be in excess of the Base Rate (in which case an Affected Financier will be a Financier which gives such a notice).

Market Disruption Rate means the rate (if any) specified as such in the applicable Reference Rate Terms.

Maturity Date means:

(a)    in relation to Tranche 1, 1 August 2026;

(b)    in relation to Tranche 2, 1 August 2027; and

(c)    in relation to Tranche 3, 1 August 2027.

Month means, in relation to an Interest Period (or any other period for the accrual of commission or fees in a currency), a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, subject to adjustment in accordance with the rules specified as Business Day Conventions in the applicable Reference Rate Terms.

New Borrower means any Guarantor incorporated in Australia which accedes to this Agreement as a Borrower in accordance with clause 15.7.

Offshore Associate means an Associate:

(a)    which is a non-resident of Australia and is not or does not become a Financier or receive a payment in carrying on a business in Australia at or through a permanent establishment of the Associate in Australia; or

(b)    which is a resident of Australia and which is or becomes a Financier or receives a payment in carrying on a business in a country outside Australia at or through a permanent establishment of the Associate in that country; and

which, in either case:

(c)    in respect of becoming a Financier, is not or does not become a Financier in the capacity of a dealer, manager or underwriter in relation to the invitation, or a clearing house, custodian, funds manager or responsible entity of a registered scheme; and

(d)    in respect of receiving a payment, does not receive the payment in the capacity of a clearing house, paying agent, custodian, funds manager or responsible entity of a registered scheme.

Overnight SOFR means the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).

Primary Syndication Period means the period from the date of this Agreement to the date that Successful Syndication (as defined in the Mandate Letter) occurs.

Principal Outstanding means, in relation to a Tranche or the Facility at any time, the aggregate principal amount of all outstanding Funding Portions under that Tranche or the Facility (as the case may be) at that time.

Privacy Statement means each privacy statement of a Financier provided to Foxtel on or prior to the date of this Agreement (as varied from time to time and provided to Foxtel).

Pro Rata Share of a Financier, in respect of a Funding Portion, means the proportion of that Financier's participation in that Funding Portion to the amount of that Funding Portion. That proportion will be determined under clause 4.2.

Quotation Day means the day specified as such in the applicable Reference Rate Terms.

Quotation Time means the relevant time (if any) specified as such in the applicable Reference Rate Terms.

Quoted Tenor means any period for which Term SOFR is customarily displayed on the relevant page or screen of an information service.

Reference Bank means:

(a)    Commonwealth Bank of Australia;

(b)    Westpac Banking Corporation;

(c)    Australia and New Zealand Banking Group Limited; or

(d)    National Australia Bank Limited,

or such other person as the Facility Agent and Foxtel may agree.

Reference Rate means, in relation to any Funding Portion in US$:

(a)    Term SOFR as of the Quotation Time and for a period equal in length to the Interest Period of that Funding Portion; or

(b)    as otherwise determined pursuant to clause 9.1 (Unavailability of Term SOFR),

and if, in either case, that rate is less than zero, the Reference Rate shall be deemed to be zero.

Reference Rate Supplement means, in relation to US$, a document which:

(a)    is agreed in writing by the Initial Borrower, the Facility Agent (in its own capacity) and the Facility Agent (acting on the instructions of all Financiers);

(b)    specifies for US$ the relevant terms which are expressed in this Agreement to be determined by reference to Reference Rate Terms; and

(c)    has been made available to the Initial Borrower and each Finance Party.

Reference Rate Terms means, in relation to:

(a)    US$;

(b)    any Funding Portion or an Unpaid Sum in US$;

(c)    an Interest Period for that Funding Portion or Unpaid Sum (or other period for the accrual of commission or fees in US$); or

(d)    any term of this Agreement relating to the determination of a rate of interest in relation to such a Funding Portion or Unpaid Sum,

the terms set out for that currency, and (where such terms are set out for different categories of Funding Portion, Unpaid Sum or accrual of commission or fees in that currency) for the category of that Funding Portion, Unpaid Sum or accrual), in Schedule 4 (Reference Rate Terms) or in any Reference Rate Supplement.

Relevant Market means the market specified as such in the applicable Reference Rate Terms.

Retiring Financier means a Financier who has assigned or transferred any of its rights or obligations under clause 15 and who is a party to a Substitution Certificate.

RFR means the rate specified as such in the applicable Reference Rate Terms.

RFR Banking Day means any day specified as such in the applicable Reference Rate Terms.

Screen Rate means:

(a)    Australian Bank Bill Swap Reference Rate (Bid) administered by ASX Benchmarks Pty Limited (or any other person which takes over the administration of that rate) for the relevant period displayed on page BBSY of the Thomson Reuters Screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Facility Agent may specify another page or service displaying the relevant rate after consultation with Foxtel; and

(b)    if the rate described in sub-paragraph (a) above is not available, the sum of:

(i)    the Australian Bank Bill Swap Reference Rate administered by ASX Benchmarks Pty Limited (or any other person which takes over the administration of that rate) for the relevant period displayed on page BBSW of the Thomson Reuters Screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Facility Agent may specify another page or service displaying the relevant rate after consultation with Foxtel; and

(ii)    0.05% per annum,

for the purposes of determining the rate as at a time, any subsequent correction, recalculation or republication by the administrator after the time shall be included.

Selection Notice means a notice substantially in the form of Annexure C.

Substitute Financier means the person substituted by a Financier under clause 15.4.

Substitution Certificate means a certificate substantially in the form of Annexure E.

Term Fallback Option means the arrangement for interest calculation referred to in clause 9.1(d)).

Term Rate Loan means any Funding Portion in US$ or, if applicable, Unpaid Sum in US$ to the extent that it is not, or has not become, a "Compounded Rate Loan" for its then current Interest Period pursuant to clause 9.1(d)(ii).

Term SOFR means the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate).

Total Commitments means the aggregate of the Commitments.

Total Tranche 2 Commitments means the aggregate of the Tranche 2 Commitments.

Total Tranche 3 Commitments means the aggregate of the Tranche 3 Commitments.

Total Undrawn Commitments means, in relation to a Tranche at any time, the aggregate of the Undrawn Commitments of all Financiers in relation to that Tranche at that time.

Tranche means:

(a)    Tranche 1;

(b)    Tranche 2; or

(c)    Tranche 3,

as applicable.

Tranche 1 means the 3 year A$ revolving cash advance facility provided to the Borrowers by the relevant Financiers in accordance with this Agreement.

Tranche 1 Commitment means, in relation to a Financier, the A$ amount specified opposite the relevant Financier's name as 'Tranche 1 Commitment' in Schedule 2 as reduced or cancelled under this Agreement.

Tranche 2 means the 4 year US$ amortising term cash advance facility provided to the Borrowers by the relevant Financiers in accordance with this Agreement.

Tranche 2 Commitment means, in relation to a Financier, the US$ amount specified opposite the relevant Financier's name as 'Tranche 2 Commitment' in Schedule 2 as reduced or cancelled under this Agreement.

Tranche 3 means the 4 year A$ amortising term cash advance facility provided to the Borrowers by the relevant Financiers in accordance with this Agreement.

Tranche 3 Commitment means, in relation to a Financier, the A$ amount specified opposite the relevant Financier's name as 'Tranche 3 Commitment' in Schedule 2 as reduced or cancelled under this Agreement.

Transaction Facility means any facility provided by a Finance Party to any one or more of the Transaction Parties.

Undrawn Commitment means:

(a)    Undrawn Tranche 1 Commitment;

(b)    Undrawn Tranche 2 Commitment; and

(c)    Undrawn Tranche 3 Commitment,

as applicable.

Undrawn Tranche 1 Commitment means, in respect of a Financier at any time, the Tranche 1 Commitment of that Financier at that time less its Pro Rata Share of all Funding Portions outstanding under Tranche 1 at that time.

Undrawn Tranche 2 Commitment means, in respect of a Financier at any time, the Tranche 2 Commitment of that Financier at that time less its Pro Rata Share of all Funding Portions outstanding under Tranche 2 at that time.

Undrawn Tranche 3 Commitment means, in respect of a Financier at any time, the Tranche 3 Commitment of that Financier at that time less its Pro Rata Share of all Funding Portions outstanding under Tranche 3 at that time.

Unpaid Sum means any sum due and payable but unpaid by a Borrower under this Agreement.

US means the United States of America.

US Government Securities Business Day means any day other than:

(a)    a Saturday or a Sunday; and

(b)    a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.

Unless expressly defined in this Agreement, capitalised terms defined in the Common Terms Deed Poll have the same meaning in this Agreement.

(a)    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).

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

In the event of any conflict, ambiguity or inconsistency between this Agreement and the Common Terms Deed Poll or any other Finance Document, the terms of this Agreement will prevail to the extent of the inconsistency.

"US$", "USD" and "US dollars" denote the lawful currency of the United States of America and "A$", "AUD" and "Australian dollars" denote the lawful currency of Australia.

(a)    A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.

(b)    Any Reference Rate Supplement relating to US$ overrides anything relating to that currency in:

(i)    Schedule 4 (Reference Rate Terms); or

(ii)    any earlier Reference Rate Supplement.

(c)    A Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate overrides anything relating to that rate in:

(i)    Schedule 5 (Daily Non-Cumulative Compounded RFR Rate) or Schedule 6 (Cumulative Compounded RFR Rate), as the case may be; or

(ii)    any earlier Compounding Methodology Supplement.

The right of a Borrower to give the first Funding Notice and the obligations of each Financier under this Agreement are subject to the condition precedent that the Facility Agent receives all of the items described in Schedule 3 in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Financiers (except in relation to the condition precedent in item 5 (KYC) of Schedule 3, in which case, acting on the instructions of all Financiers)). The Facility Agent shall notify the Borrowers and the Financiers promptly upon being so satisfied.

The right of a Borrower to give a Funding Notice and the obligations of each Financier to make available financial accommodation under this Agreement are subject to the further conditions precedent that as at the date of the relevant Funding Notice and relevant Funding Date:

(a)    representations and warranties: each representation and warranty given under a Finance Document (other than the representation and warranty in clause 4.1(m) (information disclosed) 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 had been made in respect of the facts and circumstances then subsisting; and

(b)    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.

The Borrowers must provide to the Facility Agent evidence that:

(a)    all amounts outstanding under the $250,000,000 Term Syndicated Facility Agreement dated 15 November 2019 between, among others, the Initial Borrower and Commonwealth Bank of Australia (as Facility Agent) have been repaid in full, and all commitments under that document cancelled, on or before 15 November 2023;

(b)    the Working Capital Facility Agreement dated 24 July 2019 between FS (Australia) I Pty Limited and the Foxtel Agent has been cancelled and the Working Capital Subordination Deed Poll dated 15 November 2019 between FS (Australia) I Pty Limited and the Foxtel Agent terminated, on or before 30 November 2023;

(c)    the remaining US$150,000,000 tranche under the USPP Note and Guarantee Agreement dated 25 July 2012 between, among others, the Initial Borrower, Sky Cable Pty Limited and Foxtel Media Pty Limited has been repaid in full on or before 15 November 2023; and

(d)    Century Programming Ventures Corp. has resigned as a Guarantor under the Common Terms Deed Poll, on or before the date that is 30 days after the date of this Agreement.

Each Borrower shall use the net proceeds of all accommodation provided under Tranche 1:

(a)    to repay any remaining amounts outstanding under the $610,000,000 Syndicated Facility Agreement dated 14 November 2019 between, among others, the Initial Borrower and Commonwealth Bank of Australia (as Facility Agent) after having first applied the net proceeds of accommodation provided under Tranche 2 and Tranche 3 for that purpose;

(b)    to repay any amounts outstanding under:

(i)    the $250,000,000 Term Syndicated Facility Agreement dated 15 November 2019 between, among others, the Initial Borrower and Commonwealth Bank of Australia (as Facility Agent); and

(ii)    the remaining US$150,000,000 tranche under the USPP Note and Guarantee Agreement dated 25 July 2012 between, among others, the Initial Borrower, Sky Cable Pty Limited and Foxtel Media Pty Limited; and

(c)    to:

(i)    refinance other Finance Debt of the NXEA Group; and

(ii)    fund the general working capital and corporate requirements of the NXEA Group.

Each Borrower shall use the net proceeds of all accommodation provided under Tranche 2 and Tranche 3 to repay any amounts outstanding under the $610,000,000 Syndicated Facility Agreement dated 14 November 2019 between, among others, the Initial Borrower and Commonwealth Bank of Australia (as Facility Agent).

(a)    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:

Name: Foxtel Management - Main Account

Bank: CBA

BSB: 064000

Account: 10659223

or to such account with a bank in Sydney in the Borrower's name as the Borrower may notify to the Facility Agent by not less than three Business Days' notice. Any such notice must be signed by two Officers.

(b)    A Financier is not obliged to make available its Pro Rata Share in a Funding Portion under a Tranche if as a result its participation in all outstanding Funding Portions under that Tranche would exceed its Commitment in respect of that Tranche.

Each Financier shall participate in each Funding Portion drawn under a Tranche rateably according to its Commitment under that Tranche.

(a)    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.

(b)    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.

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

Without limitation to clause 4.3 (Obligations several), the Financiers carry on jointly the activity of supplying services to the Borrowers. Those services consist of making available the Facility in accordance with the terms of the Finance Documents (the "Services"). Each Borrower acknowledges that:

(a)    it has, in its sole discretion, requested that the Financiers supply the Services on a joint basis; and

(b)    the Financiers are not in competition for the provision of those Services to the Borrowers.

The MLABs agree to notify the Facility Agent when the Primary Syndication Period has ended and the Facility Agent will notify the other Financiers once notified by the MLABs.

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

(b)    The Facility Agent must notify each Financier of:

(i)    the contents of each Funding Notice; and

(ii)    the amount of that Financier's Pro Rata Share of the Funding Portion requested,

as soon as reasonably practicable and in any event within 1 Business Day after the Facility Agent receives a Funding Notice under clause 5.1(a).

(a)    A Funding Notice to be effective must be:

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

(ii)    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, acting on the instructions of all Financiers).

(b)    The currency specified in a Funding Notice must be:

(i)    in relation to Tranche 1 and Tranche 3, Australian dollars; and

(ii)    in relation to Tranche 2, US dollars.

A Borrower is irrevocably committed to draw Funding Portions from the Financiers in accordance with each Funding Notice issued by it.

The Borrowers shall ensure that there are no more than:

(a)    6 Funding Portions outstanding at any time under Tranche 1;

(b)    4 Funding Portions outstanding at any time under Tranche 2; and

(c)    4 Funding Portions outstanding at any time under Tranche 3.

The Borrowers shall ensure that each Funding Portion is:

(a)    a minimum of 10,000,000 currency units and an integral multiple of 5,000,000 currency units; or

(b)    equal to the Total Undrawn Commitments under the relevant Tranche.

(a)    In relation to a Funding Portion under Tranche 1, 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.

(b)    In relation to a Funding Portion under Tranche 2 or Tranche 3:

(i)    for the first Interest Period, 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; and

(ii)    for each subsequent Interest Period, unless otherwise notified in a Selection Notice, the Interest Period will be the same as the current Interest Period and no Selection Notice is required. If the Borrower requires a different Interest Period it must provide a written Selection Notice via electronic mail to the Facility Agent by 11.00 am on a Business Day at least two Business Days before the last day of the Interest Period of the Funding Portion to select the next Interest Period of the Funding Portion. A Selection Notice is irrevocable.

(c)    Each Interest Period:

(i)    for a Funding Portion in A$ must be 1, 2, 3, 4, 5 or 6 months; or

(ii)    for a Funding Portion in US$ must be 1, 2, 3 or 6 months,

or any other period that the Facility Agent agrees with the relevant Borrower.

(d)    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.

(e)    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.

(f)    No Interest Period for a Funding Portion may end after the Maturity Date applicable to its Tranche.

(g)    If a Borrower:

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

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

then the relevant Interest Period will be the same as the previous Interest Period (or, in the case of the first Interest Period for a Funding Portion, the Facility Agent may vary the Funding Notice to ensure compliance).

(h)    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 under the relevant Tranche 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.

If two or more Funding Portions have Interest Periods which are of the same duration and in respect of the same Tranche, then unless (in the case of a Funding Portion under Tranche 2 or Tranche 3) the relevant Borrower specifies to the contrary in the Selection Notice for the next Interest Period, those Funding Portions will be consolidated into, and treated as, a single Funding Portion.

(a)    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.

(b)    In the absence of manifest error, each determination of the Base Rate or of the Compounded Reference Rate by the Facility Agent is conclusive evidence of that rate against the Borrowers.

(a)    The Facility Agent shall promptly upon a Compounded Rate Interest Payment being determinable notify:

(i)    the relevant Borrower of that Compounded Rate Interest Payment;

(ii)    each relevant Financier of the proportion of that Compounded Rate Interest Payment which relates to that Financier's participation in the relevant Compounded Rate Loan; and

(iii)    the relevant Financiers and the relevant Borrower of:

(A)    each applicable rate of interest relating to the determination of that Compounded Rate Interest Payment without rounding, to the extent reasonably practicable for the Facility Agent, taking into account the capabilities of any software used for that purpose or with such rounding as agreed by the Initial Borrower (acting reasonably), the Facility Agent (in its own capacity) and the Facility Agent (acting on this instructions of the Majority Financiers), acting reasonably; and

(B)    to the extent it is then determinable, the Market Disruption Rate (if any) relating to the relevant Compounded Rate Loan.

This paragraph (a) shall not apply to any Compounded Rate Interest Payment determined pursuant to clause 9.3 (Market disruption).

(b)    The Facility Agent shall promptly notify the relevant Financiers and the relevant Borrower of the determination of a rate of interest relating to a Compounded Rate Loan to which clause 9.3 (Market disruption) applies.

(c)    Neither clause 5.8 or this clause 5.9 shall require the Facility Agent to make any notification to any party on a day which is not a Business Day.

(a)    A Borrower may cancel all or part of the Total Undrawn Commitments in relation to a Tranche by giving the Facility Agent at least 3 Business Days notice, without premium or penalty.

(b)    A partial cancellation of the Total Undrawn Commitments in relation to a Tranche may only be made in a minimum amount of 10,000,000 currency units and in an integral multiple of 1,000,000 currency units.

(c)    The Commitment of a Financier is cancelled rateably in accordance with the proportion its Undrawn Commitment under the relevant Tranche bears to the Total Undrawn Commitments of that Tranche cancelled.

(a)    At 5.00 pm (Sydney time) on the last day of the Availability Period for a Tranche, the relevant Undrawn Commitments of the Financiers in respect of that Tranche will be cancelled.

(b)    If Financial Close has not occurred by 5.00 pm (Sydney time) on 31 August 2023 (or such later date agreed between a Borrower and the Facility Agent (acting on the instructions of all Financiers)), all Commitments will be cancelled at that time.

(a)    A Borrower may prepay all or part of the Principal Outstanding by giving the Facility Agent at least 3 Business Days' notice (or in the case of a Compounded Rate Loan, 3 RFR Banking Days' notice) . That notice is irrevocable. That Borrower shall prepay in accordance with it.

(b)    A prepayment of part only of the Principal Outstanding must be for a minimum of 5,000,000 currency units and in an integral multiple of 1,000,000 currency units.

(c)    Any amount prepaid under this clause:

(i)    in respect of Tranche 1 may be redrawn; or

(ii)    in respect of Tranche 2 or Tranche 3 may not be redrawn.

(a)    The Borrowers must cancel Commitments under Tranche 2 and Tranche 3 and to prepay the Principal Outstanding under Tranche 2 and Tranche 3 so that by the end of each period below the Borrowers must have reduced the Total Tranche 2 Commitments and Total Tranche 3 Commitments, in aggregate, by at least the corresponding amount below:

(b)    Any cancellation under clause 6.1 of all or part of the Total Undrawn Commitments in relation to Tranche 2 or Tranche 3 is to be applied first to cancel the Commitment stated in the currently applying amortisation period referred to in this clause 6.4 and then pro rata across all remaining repayment instalments in accordance with this clause 6.4.

(c)    The Commitment of a Financier is cancelled rateably in accordance with the proportion its Commitment under the relevant Tranche bears to the aggregate of the Commitments of that Tranche cancelled.

(d)    Prepayments under clause 6.3 are to be applied first to prepayments required in the currently applying amortisation period referred to in this clause 6.4 and then pro rata across all remaining repayment instalments in accordance with this clause 6.4.

(e)    For the purposes of this clause the following definitions apply unless the context requires otherwise:

Facility Agents' Spot Rate of Exchange means the Facility Agent's spot rate of exchange for the purchase of US dollars with Australian dollars in the Sydney foreign exchange market at or about 11:00 a.m. on Financial Close.

Tranche 2 Proportion means the percentage equal to US$48,700,000/(US$48,700,000 plus the USD Equivalent of A$311,000,000).

Tranche 3 Proportion means the percentage equal to 1 minus the Tranche 2 Proportion.

USD Equivalent means, in relation to an Australian dollar amount, that amount converted into US dollars at:

(i)    the relevant exchange rate at which the Initial Borrower has hedged its foreign exchange exposure under Tranche 2 as notified by the Initial Borrower to the Facility Agent on Financial Close based on the cross currency swaps entered into by the Initial Borrower on Financial Close; or

(ii)    if no rate is notified under paragraph (i), the Facility Agent's Spot Rate of Exchange.

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

(b)    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.

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

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

The rate of interest on each Funding Portion (other than a Compounded Rate Loan) is the rate per annum determined by the Facility Agent to be the Funding Rate for the relevant Interest Period.

(a)    Interest accrues from day to day on the outstanding principal amount of each Funding Portion and will be calculated:

(i)    on the basis of a 365 day year (or, in any case where the practice in the Relevant Market differs, in accordance with that market practice) and for the actual number of days elapsed from and including the first day of each Interest Period to (but excluding) the last day of the Interest Period or, if earlier, the date of prepayment or repayment of the Funding Portion in accordance with this Agreement; and

(ii)    subject to paragraph (b) below, without rounding.

(b)    The aggregate amount of any accrued interest which is, or becomes, payable by a Borrower under this Agreement shall be rounded to 2 decimal places.

(a)    The rate of interest on each Compounded Rate Loan for any day during an Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(i)    Margin; and

(ii)    Compounded Reference Rate for that day.

(b)    If any day during an Interest Period for a Compounded Rate Loan is not an RFR Banking Day, the rate of interest on that Compounded Rate Loan for that day will be the rate applicable to the immediately preceding RFR Banking Day.

Each Borrower shall pay accrued interest on any Funding Portion made available to it in arrears on each Interest Payment Date in the currency in which the sum in respect of which the interest is payable was denominated, pursuant to this Agreement, when that interest accrued.

(a)    Subject to paragraph (b), the Margin for a Funding Portion will be determined by reference to the table below based on the Net Debt to EBITDA Ratio of the NXEA Consolidated Group as shown in the most recent Compliance Certificate delivered after the date of this Agreement under clause 5.1(c) (Provision of information and reports) of the Common Terms Deed Poll as at the most recent Calculation Date.

Any Margin adjustment will take effect on the first day of the next Interest Period for a Funding Portion.

(b)    Notwithstanding any other provision of this Agreement, for all Funding Portions outstanding in relation to the period on and from Financial Close until the last day of the Funding Period during which a Compliance Certificate is delivered after the date of this Agreement under clause 5.1(c) (Provision of information and reports) of the Common Terms Deed Poll, the applicable Margin will be:

(i)    2.85% p.a. in relation to any Funding Portions drawn under Tranche 1;

(ii)    3.00% p.a. in relation to any Funding Portions drawn under Tranche 2; and

(iii)    3.00% p.a. in relation to any Funding Portions drawn under Tranche 3.

Any rules specified as 'Business Day Conventions' in the applicable Reference Rate Terms for a Funding Portion or Unpaid Sum, shall apply to each Interest Period for that Funding Portion or the Unpaid Sum.

(a)    Each Borrower shall repay each Funding Portion drawn by it under Tranche 1 on the last day of its Interest Period except to the extent it has been continued under Tranche 1 by the provision of a new Funding Portion in respect of that Tranche on that day.

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

(c)    Repayments of Tranche 2 and Tranche 3 can not be redrawn.

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

(e)    All Funding Portions under a Tranche must be repaid in full on the Maturity Date for that Tranche.

(a)    Interpolated Term SOFR: If Term SOFR is not available for the Interest Period of the relevant Funding Portion in US$, the Reference Rate for such Interest Period shall be Interpolated Term SOFR for a period equal in length to the Interest Period of that Funding Portion, except where the Interest Period is less than the shortest Quoted Tenor customarily published for Term SOFR, in which case it will be Term SOFR for the shortest Quoted Tenor for which Term SOFR is customarily published.

(b)    Historic Term SOFR: If paragraph (a) above applies but it is not possible to calculate the Interpolated Term SOFR or other rate under paragraph (a) above for the Interest Period of the relevant Funding Portion, the Reference Rate for such Interest Period shall be Historic Term SOFR for a period equal in length to the Interest Period of that Funding Portion.

(c)    Interpolated Historic Term SOFR: If paragraph (b) above applies but Historic Term SOFR is not available for the Interest Period of the relevant Funding Portion, the Reference Rate for such Interest Period shall be Interpolated Historic Term SOFR for a period equal in length to the Interest Period of that Funding Portion, except where the Interest Period is less than the shortest Quoted Tenor customarily published for Term SOFR, in which case it will be Historic Term SOFR for the shortest Quoted Tenor for which Term SOFR is customarily published.

(d)    Term Fallback Options: If paragraph (c) above applies but it is not possible to calculate Interpolated Historic Term SOFR for the Interest Period of the relevant Funding Portion then:

(i)    clause 7.1 (Interest rate) will not apply to that Funding Portion for that Interest Period; and

(ii)    that Funding Portion shall be a "Compounded Rate Loan" for that Interest Period and clause 7.3 (Calculation of interest – Compounded Rate Loans) shall apply to that Funding Portion for that Interest Period.

If:

(a)    there is no applicable RFR or Central Bank Rate for the purposes of calculating the Daily Non-Cumulative Compounded RFR Rate for an RFR Banking Day during an Interest Period for a Compounded Rate Loan; and

(b)    "Cost of funds will apply as a fallback" is specified in the Reference Rate Terms for that Funding Portion,

clause 9.3 (Market disruption) shall apply to that Funding Portion for that Interest Period.

(a)    If the Facility Agent determines that a Market Disruption Event occurs in relation to a Funding Portion for any Interest Period or that this clause applies in accordance with clause 9.2 (in which case each Financier participating in the relevant Funding Portion is an Affected Financier), 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:

(i)    the Margin; and

(ii)    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.

(b)    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 paragraphs (a)(ii) or (b) of the definition of Market Disruption Event, will be conclusive and binding on the parties in the absence of manifest error.

(a)    If a Market Disruption Event occurs or clause 9.3 (Market disruption) applies in accordance with clause 9.2 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.

(b)    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.

(c)    The Facility Agent shall promptly inform Foxtel and each Financier of any alternative basis agreed under this clause 9.4.

(a)    The Facility Agent shall promptly notify Foxtel:

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

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

(b)    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.

(c)    However, the Facility Agent, Foxtel or its officers or employees may disclose such information:

(i)    to the extent required by any applicable law or regulation; or

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

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

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

(ii)    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

(iii)    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.

(b)    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.

(c)    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.

Despite the terms of the Common Terms Deed Poll, no additional amount is payable by a Transaction Party to a Financier under clause 3 (Payments), clause 9.1 (Increased costs) or clause 12.1 (Tax) of the Common Terms Deed:

(a)    in respect of Australian Withholding Tax which arises:

(i)    in respect of any interest paid to an Offshore Associate of a Borrower; or

(ii)    as a result of there being one Financier under this Agreement;

(b)    in respect of a Finance Party, to the extent the relevant Tax Deduction, loss, liability or cost results from a breach by that Finance Party of any of its obligations, representations and warranties under clause 20 (Public Offer);

(c)    with respect to any withholding or deduction on account of the Transaction Party receiving a direction under section 255 of the Tax Act, section 260-5 of Schedule 1 to the Taxation Administration Act 1953 (Cth) or any similar law.

(a)    Each Transaction Party and each Finance Party (for the purposes of this clause, a 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.

(b)    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.

(c)    Subject to paragraph (e) below, each Party shall, within 10 Business Days of a reasonable request by another Party:

(i)    confirm to that other Party whether it is:

(A)    a FATCA Exempt Party; or

(B)    not a FATCA Exempt Party;

(ii)    supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and

(iii)    supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of

that other Party's compliance with any other law, regulation, or exchange of information regime.

(d)    If a Party confirms to another Party pursuant to paragraph (c)(i) above 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.

(e)    Paragraph (c) above shall not oblige any Finance Party to do anything, and paragraph (c)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i)    any law or regulation;

(ii)    any fiduciary duty; or

(iii)    any duty of confidentiality.

(f)    If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (c)(i) or (c)(ii) above (including, for the avoidance of doubt, where paragraph (e) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(g)    Each Borrower represents and warrants to and for the benefit of each Finance Party that it is not:

(i)    a Borrower which is resident for tax purposes in the US; or

(ii)    a Transaction Party some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes,

and repeats such representations and warranties in favour of each Financier with reference to the facts and circumstances then subsisting on each date on which any financial accommodation is made available or rolled over under this Agreement.

(a)    A commitment fee in respect of Tranche 1 accrues at the rate of 45% of the applicable Margin that would apply in relation to a Funding Portion outstanding under Tranche 1 on the date the fee is payable on the daily amount of the Undrawn Commitment (if any) of each Financier under Tranche 1 from the date of Financial Close to (and including) the last date of the Availability Period of Tranche 1.

(b)    Foxtel shall pay (or procure payment of) the accrued commitment fee in arrears on the last Business Day of each successive 3 month period from the date of Financial Close and at the end of the Availability Period of Tranche 1 and on the cancelled amount of any Commitment on the date on which such Commitment is cancelled.

(a)    A commitment fee in respect of Tranche 2 and Tranche 3 accrues at the rate of 45% of the applicable Margin that would apply in relation to a Funding Portion outstanding under Tranche 2 or Tranche 3, as the case may be, on the date the fee is payable on the daily amount of the Undrawn Commitment (if any) of each Financier under Tranche 2 or Tranche 3, as the case may be, from the date which is 1 month after Financial Close to (and including) the last date of the Availability Period of Tranche 2 or Tranche 3, as the case may be.

(b)    Foxtel shall pay (or procure payment of) the accrued commitment fee in arrears at the end of the Availability Period of Tranche 2 or Tranche 3, as the case may be, and on the cancelled amount of any applicable Commitment on the date on which such applicable Commitment is cancelled.

Foxtel shall pay (or procure payment) to the MLABs the arranging fees as agreed between Foxtel and the MLABs in the Mandate Letter.

Foxtel shall pay (or procure payment) to the Facility Agent for the account of the Initial Financiers the participation fees as set out in the Invitation Letter.

Foxtel shall pay (or procure payment) to the Facility Agent its fees as agreed between Foxtel and the Facility Agent in a fee letter dated on or about the date of this Agreement between Foxtel and the Facility Agent.

Except where the relevant Finance Document provides otherwise, interest accrues on each unpaid amount which is due and payable by a Borrower under or in respect of any Finance Document (including interest under this clause):

(a)    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;

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

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

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

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

Each Borrower shall pay interest accrued under this clause on demand by the Facility Agent and on the last Business Day of each calendar quarter. That interest is payable in the currency of the unpaid amount on which it accrues.

A Borrower must, within 3 Business Days of demand by the Facility Agent, pay (without double counting in respect of amounts paid under clause 11.1(b) (General Indemnity) of the Common Terms Deed Poll) to the Facility Agent for the account of each Financier its Break Costs attributable to all or any part of a Funding Portion being repaid or prepaid by that Borrower on a day other than the last day of the Interest Period for that Funding Portion.

A Borrower may only assign or transfer any of its rights or obligations under this Agreement with the prior written consent of the Facility Agent acting on the instructions of all Financiers.

A Financier may assign or transfer all or any of its rights or obligations under the Finance Documents at any time if:

(a)    except if an Event of Default is continuing or in respect of primary syndication of the Facility during the Primary Syndication Period, 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 or US$25,000,000;

(b)    the transferee or assignee is:

(i)    a Related Body Corporate of the Financier or another Financier (in which case clause 15.2(a) shall not apply), and Foxtel has been given prior written notice of the transfer or assignment;

(ii)    a bank or financial institution or to a trust, fund or other entity regularly engaged in or established for the purpose of making, purchasing, or investing in loans, securities or other financial assets (including credit derivatives) if:

(A)    where the transfer complies with clause 15.2(a), Foxtel has been given prior written notice of the transfer or assignment; or

(B)    where the transfer does not comply with clause 15.2(a), Foxtel has given prior written consent, not to be unreasonably withheld, to the transfer or assignment. Foxtel will be deemed to have given its consent 10 Business Days after the Financier has requested it unless consent is expressly refused by Foxtel within that time; or

(iii)    any person if an Event of Default is continuing; and

(c)    in the case of a transfer of obligations, the transfer is effected by a substitution under clause 15.4.

A Financier may, without the consent of any Transaction Party but with prior written notice to Foxtel:

(a)    assign, transfer, sub-participate or otherwise deal with all or any part of its rights and benefits under the Finance Documents to a securitisation vehicle or funding vehicle so long as the Financier remains the lender of record; and

(b)    charge or otherwise create security interests in all or any part of its rights and benefits under the Finance Documents to secure obligations of that Financier, including, without limitation, to a federal reserve or central bank,

except that no such charge or security under paragraph (b) shall:

(i)    release a Financier from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge or security for the Financier as a party to any of the Finance Documents; or

(ii)    require any payments to be made by any Borrower other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Financier under the Finance Documents.

(a)    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 E together with a registration fee of A$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)).

(b)    On receipt of the certificate and registration fee, if the Facility Agent is satisfied that the substitution complies with clause 15.2 and the Facility Agent has completed all "know your customer" checks to its satisfaction in relation to the substitution, it shall promptly:

(i)    notify Foxtel;

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

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

(iv)    retain one counterpart and deliver the others to the Retiring Financier, the Substitute Financier and Foxtel.

(c)    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.

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

A Financier may change its Lending Office if it first notifies and consults with Foxtel.

Despite anything to the contrary in this Agreement and despite the terms of the Common Terms Deed Poll, if a Financier assigns its rights under this Agreement or changes its Lending Office, a Borrower will not be required to pay any net increase in the total amount of costs, Taxes, fees or charges which is a direct result of the assignment or change and of which that Financier or its assignee was aware or ought reasonably to have been aware on the date of the assignment or change. For this purpose only, an assignment, transfer, sub-participation or dealing under clause 15.3 or a substitution under clause 15.4 will be regarded as an assignment.

Any Guarantor incorporated in Australia may become a Borrower if the Facility Agent has received the following in form and substance satisfactory to it:

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

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

(c)    (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

(d)    (legal opinion) an opinion of legal advisers to Foxtel.

Each Financier and MLAB appoints the Facility Agent to act as its agent under the Finance Documents and authorises the Facility Agent to do the following on its behalf:

(a)    amend or waive compliance with any provision of the Finance Documents in accordance with the Finance Documents (including clause 16.5);

(b)    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

(c)    all things which are incidental or ancillary to the Powers of the Facility Agent described in clauses 16.1(a) or 16.1(b).

The Facility Agent:

(a)    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

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

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

(b)    The Facility Agent is not required to:

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

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

(a)    Except as specifically set out in the Finance Documents (including clause 16.5), the Facility Agent may exercise its Powers under the Finance Documents:

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

(ii)    without consulting with or seeking the instructions of the Financiers.

(b)    The exercise by the Facility Agent of any Power in accordance with this clause 16 binds all the Financiers.

The Facility Agent:

(a)    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;

(b)    must not:

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

(A)    increasing the obligations of any Financier;

(B)    changing the terms of payment of any amounts payable under the Finance Documents to any Financier;

(C)    changing the manner in which those payments are to be applied;

(D)    changing the definition of Majority Financiers;

(E)    a change to the Borrowers other than in accordance with clause 15.7 (New Borrower) or a change to the Guarantors other than in accordance with clause 8.18 (Undertakings concerning Additional Guarantors) or clause 8.19 (Release of Guarantors) of the Common Terms Deed Poll;

(F)    a reduction in the Margin or otherwise a change to the definition of Margin;

(G)    amending clause 4.3 (Obligations several), clause 5.2 (Requirements for a Funding Notice) or clause 15.7 (New Borrower);

(H)    a change to clause 8.18 (Undertakings concerning Additional Guarantors), clause 8.19 (Release of Guarantors) or clause 9.2 (Illegality) of the Common Terms Deed Poll; or

(I)    changing this clause 16.5,

in each case without the consent of all of the Financiers;

(ii)    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

(iii)    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

(c)    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 16.12.

Each Transaction Party may assume, without inquiry, that any action of the Facility Agent under the Finance Documents is in accordance with any required authorisations, consents or instructions from the Financiers or the Majority Financiers (as the case may be).

Neither the Facility Agent nor any Related Body Corporate of the Facility Agent nor any of their respective directors, officers, employees, agents or successors is responsible to the Financiers or a Transaction Party for:

(a)    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;

(b)    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;

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

(d)    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.

The Facility Agent may employ agents and attorneys but will continue to be liable for the acts or omissions of such agents and attorneys.

Unless any Finance Document expressly provides otherwise, the Facility Agent shall promptly distribute amounts received under any Finance Document firstly to itself for all amounts due to it in its capacity as Facility Agent, then for the account of the Financiers rateably among them according to their Commitments in the relevant Tranche(s). To make any distribution the Facility Agent may buy and sell currencies in accordance with its normal procedures.

The Facility Agent may rely on:

(a)    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

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

(a)    The Facility Agent must forward to each Financier:

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

(ii)    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

(iii)    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.

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

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

(ii)    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'.

(c)    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.

(d)    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.

(e)    Except as specified in clause 16.11(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.

(f)    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.

The Financiers severally indemnify the Facility Agent (to the extent not reimbursed by any Transaction Party) in their Pro Rata Shares against any Loss which the Facility Agent pays, suffers, incurs or is liable for in acting as Facility Agent, and must pay such amount within 2 Business Days after demand, except to the extent such Loss is attributable to the Facility Agent's fraud, wilful misconduct or gross negligence.

Each Financier acknowledges that it has made and must continue to make, independently and without reliance on the Facility Agent or any other Financier, and based on the documents and information it considers appropriate, its own investigation into and appraisal of:

(a)    the affairs of each Transaction Party;

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

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

(a)    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 16.14.

(b)    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.

(c)    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.

(d)    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.

(e)    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:

(i)    the Facility Agent fails to respond to a request under clause 11.2 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;

(ii)    the information supplied by the Facility Agent pursuant to clause 11.2 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

(iii)    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,

and (in each case) Foxtel or a Financier reasonably believes that a party will be required to make a FATCA Deduction that would not be required if the Facility Agent were a FATCA Exempt Party, and Foxtel or that Financier, by notice to the Facility Agent, requires it to resign.

(a)    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.

(b)    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.

The Facility Agent may treat each Financier as the absolute legal and beneficial holder of its rights under the Finance Documents for all purposes, despite any notice to the contrary, unless otherwise required by law.

The Facility Agent's address, fax number and email address is those set out below, or as the Facility Agent notifies the sender:

Address:    Level 21, Darling Park Tower 1, 201 Sussex Street, Sydney NSW 2000

Email address:    agencygroup@cba.com.au

Attention:    Losh Pather

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

(i)    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

(ii)    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).

(b)    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.

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

(i)    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

(ii)    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.

(d)    In this clause:

(i)    Borrower Affiliate means:

(A)    a Transaction Party and each member of the NXEA Consolidated Group;

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

(C)    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

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

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

(A)    purchases by way of assignment or transfer; or

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

any Commitment or Principal Outstanding.

Except where expressly provided otherwise:

(a)    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

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

The accounts kept by the Facility Agent constitute sufficient evidence, unless proven wrong, of the amount at any time due from any Borrower under this Agreement.

(a)    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:

(i)    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

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

(b)    Unless paragraph (c) applies:

(i)    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

(ii)    (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.

(c)    Where:

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

(ii)    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,

then the following will apply so that the Financiers have the same rights and obligations as if the money had been paid by that Borrower to the Facility Agent for the account of the Financiers and distributed accordingly:

(iii)    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);

(iv)    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

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

(d)    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.

This clause does not apply to receipts and recoveries by a Financier under arrangements (including credit derivatives and sub-participations) entered into by the Financier in good faith with parties unrelated to the Transaction Parties to cover some or all of its risk.

(a)    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.

(b)    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.

(c)    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.

(d)    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.

Each MLAB severally undertakes, represents and warrants to the Initial Borrower that:

(a)    on behalf of the Initial Borrower, for the purposes of section 128F(3A)(c) of the Tax Act the MLABs have made invitations to become a "Financier" under this Agreement in the form agreed with the Initial Borrower to at least ten parties ("Offerees"), each of whom, as at the date the relevant invitation was made, its relevant officers involved in the transaction on a day to day basis reasonably believed carried on the business of providing finance or investing or dealing in securities in the course of operating in financial markets for the purposes of section 128F(3A)(a)(i) of the Tax Act and each of whom has been disclosed to the Initial Borrower;

(b)    at least 10 of the parties to whom it has made invitations referred to in paragraph (a) were not, as at the date the invitations were made, to the knowledge of its relevant officers involved in the transaction, Associates of any of the others of those 10 Offerees; and

(c)    it has not made offers or invitations referred to in paragraph (a) to parties whom its relevant officers involved in the transaction on a day to day basis were aware (at the time of issue) were Offshore Associates of the Initial Borrower.

The Initial Borrower confirms that none of the potential offerees whose names were disclosed to it by the MLABs before the date of this Agreement were known or suspected by it to be an Offshore Associate of the Initial Borrower or an Associate of any other such offeree.

Each Financier which became a Financier under this Agreement as a result of accepting an invitation under clause 20.1 (MLABs' representations, warranties and undertakings) represents and warrants to the Initial Borrower that at the time it received the invitation it was carrying on the business of providing finance, or investing or dealing in securities, in the course of operating in financial markets.

Each of the MLABs and each Financier will provide to a Borrower when reasonably requested by a Borrower any factual information in its possession or which it is reasonably able to provide to assist any Borrower to demonstrate (based upon tax advice received by a Borrower) that:

(a)    the "public offer" test under Section 128F of the Tax Act has been satisfied in relation to this Agreement; and

(b)    payments of interest under the Facility are exempt from Australian Withholding Tax under that section of the Tax Act,

where to do so will not in the MLAB's or the Financier's reasonable opinion breach any law or regulation or any duty of confidence.

If, for any reason, the requirements of Section 128F of the Tax Act have not been satisfied in relation to interest payable on Funding Portions (except to an Offshore Associate of a Borrower), then on request by the Facility Agent, the MLABs or a Borrower, each party shall co-operate and take steps reasonably requested with a view to satisfying those requirements:

(a)    where a Finance Party breached clause 20.1 (MLABs' representations, warranties and undertakings) or clause 20.3 (Financiers' representations and warranties), at the cost of that Finance Party; or

(b)    in all other cases, at the cost of the Borrowers.

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the parties, each party acknowledges and accepts that any liability of any party to any other party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

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

(i)    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;

(ii)    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

(iii)    a cancellation of any such liability; and

(b)    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.

For the purposes of this clause 21:

Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

Bail-In Action means the exercise of any Write-down and Conversion Powers.

Bail-In Legislation means:

(a)    in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

(b)    in relation to the United Kingdom, the UK Bail-In Legislation.

EEA Member Country means any member state of the European Union, Iceland, Liechtenstein and Norway.

EU Bail-In Legislation Schedule means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

Resolution Authority means any body which has authority to exercise any Write-down and Conversion Powers.

UK Bail-In Legislation means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

Write-down and Conversion Powers means:

(a)    in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and

(b)    in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers.

(a)    Notwithstanding anything to the contrary in this Agreement or any other Finance Document or any other agreement, arrangement or understanding between the parties relating to this Agreement, each of the parties (other than any Excluded Counterparties) expressly agrees to be bound by any suspension of any termination right in relation to this Agreement imposed by the Resolution Authority in accordance with section 90(2) of the Financial Institutions (Resolution) Ordinance (Cap. 628) of Hong Kong, to the same extent as if this Agreement was governed by the laws of Hong Kong.

(b)    For the purpose of this clause 22:

Excluded Counterparty means any party which is (a) a financial market infrastructure; (b) the Hong Kong Monetary Authority; (c) the Government of the Hong Kong Special Administrative Region; (d) the government of a jurisdiction other than Hong Kong; or (e) the central bank of a jurisdiction other than Hong Kong.

Resolution Authority means the resolution authority in Hong Kong in relation to a banking sector entity from time to time, which is currently the Hong Kong Monetary Authority.

(a)    If a Transaction Party provides a Financier with personal information about an individual, or directs an individual to provide their personal information to a Financier, then that Transaction Party must show the relevant individual a copy of the Financier's Privacy Statement so that the relevant individual may understand the manner in which their information may be used or disclosed by the relevant Financier.

(b)    Failure by a Transaction Party to comply with paragraph (a) does not and will not, by itself, constitute an Event of Default.

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

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

(c)    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.

(d)    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.

(e)    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.

This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.

(a)    If a Published Rate Replacement Event has occurred in relation to any Published Rate for a currency which can be selected for a Funding Portion, any amendment or waiver which relates to:

(i)    providing for the use of a Replacement Reference Rate in relation to that currency in place of that Published Rate; and

(ii)    (A)    aligning any provision of any Finance Document to the use of that Replacement Reference Rate;

(B)    enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);

(C)    implementing market conventions applicable to that Replacement Reference Rate;

(D)    providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or

(E)    adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),

may be made with the consent of the Facility Agent (acting on the instructions of the Majority Financiers) and Foxtel.

(b)    An amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on a Compounded Rate Loan under this Agreement to any recommendation of a Relevant Nominating Body which:

(i)    relates to the use of the RFR for US$ on a compounded basis in the international or any relevant domestic syndicated loan markets; and

(ii)    is issued on or after the date of this Agreement,

may be made with the consent of the Facility Agent (acting on the instructions of the Majority Financiers) and Foxtel.

(c)    In this clause 26:

(i)    Published Rate means:

(A)    the Screen Rate;

(B)    Overnight SOFR;

(C)    Term SOFR for any Quoted Tenor; or

(D)    an RFR.

(ii)    Published Rate Replacement Event means, in relation to a Published Rate:

(A)    the methodology, formula or other means of determining that Published Rate has, in the opinion of the Majority Financiers and Foxtel, materially changed;

(B)    (1)    

(I)    the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent; or

(II)    information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Published Rate is insolvent,

provided that, in each case, at that time, there is no successor administrator to continue to provide that Published Rate;

(2)    the administrator of that Published Rate publicly announces that it has ceased or will cease, to provide that Published Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Published Rate;

(3)    the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued; or

(4)    the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used;

(C)    the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determines that that Published Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

(1)    the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Financiers and Foxtel) temporary; or

(2)    that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than one month.

For the avoidance of doubt, any calculation method under the official methodology or conventions for BBSY Bid that the relevant administrator frequently uses to determine BBSY Bid as at the date of this Agreement shall not be regarded as a contingency or fallback policy or arrangement under this paragraph (C); or

(D)    in the opinion of the Majority Financiers and Foxtel, that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

(iii)    Relevant Nominating Body means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

(iv)    Replacement Reference Rate means a reference rate which is:

(A)    formally designated, nominated or recommended as the replacement for a Published Rate by:

(1)    the administrator of that Published Rate (provided that the market or economic reality that such reference rate measures is the same as that measured by the Published Rate); or

(2)    any Relevant Nominating Body,

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the Replacement Reference Rate will be the replacement under paragraph (2) above;

(B)    in the opinion of the Majority Financiers and Foxtel, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Published Rate; or

(C)    in the opinion of the Majority Financiers and Foxtel, an appropriate successor to a Published Rate.

A certificate in relation to the Initial Borrower given by an officer of the Initial Borrower, substantially in the form of Annexure D.

(a)    An original of this Agreement duly executed by the Initial Borrower.

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

(c)    A copy of the Deed of Amendment (CTDP) duly executed by the Initial Borrower and the Guarantors.

(d)    A copy of the Amendment Deed (Subordination Deed Poll) duly executed by the parties to it.

(e)    A Senior Debt Nomination Letter (as that term is defined in the Subordination Deed Poll dated 15 November 2019 between, among others, News Pty Limited and NXEA) duly executed by Foxtel nominating each Financier a Senior Lender, the Facility Agent a Senior Lender Representative, the Facility a Senior Debt Document and each Financier's Commitment as Senior Commitments for the purposes of the Subordination Deed Poll.

Consents from the relevant Finance Parties and each Senior Lender Representative (as defined in a Subordination Deed) to the:

(a)    Deed of Amendment (CTDP);

(b)    Amendment Deed (Subordination Deed Poll); and

(c)    cancellation of the Working Capital Facility Agreement dated 24 July 2019 between FS (Australia) I Pty Limited and the Foxtel Agent and termination of the Working Capital Subordination Deed Poll dated 15 November 2019 between FS (Australia) I Pty Limited and the Foxtel Agent,

other than the Senior Lender Representatives in relation to:

(d)    the $250,000,000 Term Syndicated Facility Agreement dated 15 November 2019 between, among others, Foxtel and Commonwealth Bank of Australia (as Facility Agent); and

(e)    the remaining US$150,000,000 tranche under the USPP Note and Guarantee Agreement dated 25 July 2012 between, among others, Foxtel, Sky Cable Pty Limited and Foxtel Media Pty Limited.

Evidence (including the form of prepayment and cancellation notice) that on or before Financial Close all amounts outstanding under the $610,000,000 Syndicated Facility Agreement dated 14 November 2019 between, among others, the Initial Borrower and Commonwealth Bank of Australia (as Facility Agent) have been (or will be) repaid in full and all commitments under that document cancelled.

Completion of the Finance Parties' "Know Your Customer" checks in respect of the Initial Borrower and the Guarantors and their authorised representatives, and any other person for whom the Finance Parties reasonably believe that an applicable customer identification procedure must be conducted in connection with the Finance Documents and the transactions contemplated by those documents.

An opinion of Allens, Australian legal advisers to the Initial Borrower addressed to the Finance Parties in relation to the Finance Documents referred to in paragraph 2 (Finance Documents) of this Schedule.

Payment of all fees due and payable under the Finance Documents.

ASIC searches in respect of the Initial Borrower and the Guarantors.

Evidence that the Effective Date has occurred or will occur on or before the first Funding Date.

The "Daily Non-Cumulative Compounded RFR Rate" for any RFR Banking Day "i" during an Interest Period for a Compounded Rate Loan is the percentage rate per annum (without rounding, to the extent reasonably practicable) for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose) calculated as set out below:

where:

UCCDRi means the Unannualised Cumulative Compounded Daily Rate for that RFR Banking Day "i";

UCCDRi-1 means, in relation to that RFR Banking Day "i", the Unannualised Cumulative Compounded Daily Rate for the immediately preceding RFR Banking Day (if any) during that Interest Period;

dcc means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number;

ni means the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day; and

the "Unannualised Cumulative Compounded Daily Rate" for any RFR Banking Day (the "Cumulated RFR Banking Day") during that Interest Period is the result of the below calculation (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose)

where:

ACCDR means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day;

tni means the number of calendar days from, and including, the first day of the Cumulation Period to, but excluding, the RFR Banking Day which immediately follows the last day of the Cumulation Period;

Cumulation Period means the period from, and including, the first RFR Banking Day of that Interest Period to, and including, that Cumulated RFR Banking Day;

dcc has the meaning given to that term above; and

the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day is the percentage rate per annum (rounded to 4 decimal places) calculated as set out below:

where:

d0 means the number of RFR Banking Days in the Cumulation Period ;

Cumulation Period has the meaning given to that term above;

i means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order in the Cumulation Period;

DailyRatei-LP means, for any RFR Banking Day "i" in the Cumulation Period, the Daily Rate for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day "i";

ni means, for any RFR Banking Day "i" in the Cumulation Period, the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day;

dcc has the meaning given to that term above; and

tni has the meaning given to that term above.

The Cumulative Compounded RFR Rate for any Interest Period for a Compounded Rate Loan is the percentage rate per annum (rounded to the same number of decimal places as is specified in the definition of Annualised Cumulative Compounded Daily Rate in Schedule 5 (Daily Non-Cumulative Compounded RFR Rate)) calculated as set out below:

where

d0 means the number of RFR Banking Days during the Interest Period;

i means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order during the Interest Period;

DailyRatei-LP means for any RFR Banking Day "i" during the Interest Period, the Daily Rate for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day "i";

ni means, for any RFR Banking Day "i", the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day;

dcc means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number; and

d means the number of calendar days during that Interest Period.

Executed as an agreement.

Each attorney executing this Agreement states that he or she has no notice of revocation or suspension of his or her power of attorney.

By:

Name: Michael King

Title: Authorised Signatory

Signature of Authorised Officer:

Name of Authorised Officer: Alex Tsai

Title of Authorised Officer: Associate Executive Vice President

Signed for and on behalf of

Societe Generale, Sydney Branch (ABN: 71 092 516 286) by its authorised signatories

Name of authorised signatory: Tom Lukic

Title of authorised signatory: Head of Corporate Coverage, AU

Name of authorised signatory: Campbell Webster

Title of authorised signatory: Director, Energy

TO:    Commonwealth Bank of Australia (as Facility Agent)

From:    [New Borrower]

Dated:    [*]

Dear Sirs

Re:    Syndicated facility agreement (Facility Agreement) dated on or about [*] 2023 between Foxtel Management Pty Limited (the Initial Borrower), each party listed in Schedule 2 to that agreement (as Initial Financiers) and the Facility Agent.

1.    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.

2.    [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.

3.    [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.

4.    This letter is governed by New South Wales law.

[If the New Borrower is signing under a Power of Attorney] [each attorney executing this letter states that he or she has no notice of revocation or suspension of his or her power of attorney.]

To:    Commonwealth Bank of Australia (Facility Agent)

We refer to the syndicated facility agreement (Facility Agreement) dated on or about [*] 2023 between Foxtel Management Pty Limited (the Initial Borrower), each party listed in Schedule 2 to that agreement (as Initial Financiers) and the Facility Agent.

Expressions defined in the Facility Agreement have the same meaning when used in this Funding Notice.

Under clause 5.1 of the Facility Agreement:

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

(b)    The aggregate amount to be drawn is [A$[*]]/[US$[*]].

(c)    Particulars of each Funding Portion are as follows:

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

(e)    [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.

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

(g)    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.

Date:

To:    Commonwealth Bank of Australia (Facility Agent)

We refer to the syndicated facility agreement (Facility Agreement) dated on or about [*] 2023 between Foxtel Management Pty Limited (the Initial Borrower), each party listed in Schedule 2 to that agreement (as Initial Financiers) and the Facility Agent.

Expressions defined in the Facility Agreement have the same meaning when used in this Selection Notice.

Under clause 5.6 of the Facility Agreement:

(a)    We refer to the following Funding Portion[s].

(b)    We request that the next Interest Period for the above Funding Portion[s] is [     ].

(c)    This Selection Notice is irrevocable.

Date: