Syndicated Facility Agreement, dated as of November 15, 2019, among Foxtel Management Pty Limited, as initial borrower, the initial financiers named therein, Goldman Sachs Australia Pty Ltd, as MLAB, and Commonwealth Bank of Australia, as facility agent

Contents

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Schedule 1

Schedule 2

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Schedule 3

Conditions precedent

Annexure A

Funding Notice

Annexure B

Verification Certificate

Annexure C

Substitution Certificate

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The person named in Schedule 1 (the Borrower);

Goldman Sachs Australia Pty Ltd (ACN 006 797 897) (the MLAB);

Each bank or financial institution named in Schedule 2 (each an Initial Financier); and

Commonwealth Bank of Australia (ABN 48 123 123 124) of Level 21, 201 Sussex Street, Darling Park Tower, Sydney, NSW, 2000 (the Facility Agent).

Definitions and interpretation

Definitions

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sections 1471 to 1474 of the Code or any associated regulations or other official guidance;

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

any agreement pursuant to the implementation of paragraph (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

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

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.

this Agreement;

any Swap Agreement to which a Financier is a counterparty;

the Common Terms Deed Poll;

any Guarantee Assumption Deed Poll;

any Substitution Certificate;

any Subordination Deed;

the Working Capital Subordination Deed Poll;

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

any other document or agreement agreed in writing to be a Finance Document for the purposes of this Agreement by the Borrower and the Facility Agent,

the MLAB;

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the Facility Agent; or

any Financier.

any Initial Financier; or

any Substitute Financier,

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

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

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

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.

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the Borrower if it is resident for tax purposes in the United States of America; or

an Obligor some or all of whose payments under the Finance Documents are from sources within the United States for US federal income tax purposes.

Incorporated definitions

Common Terms Deed Poll

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).

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

Subordination Deeds

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Inconsistency

Conditions precedent

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 all Financiers). The Facility Agent shall notify the Borrower and the Financiers promptly upon being so satisfied; and

as at the date of the Funding Notice and Funding Date:

representations and warranties: each representation and warranty given under a Finance Document 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

no Default: no Default is continuing or will result from the Funding Portion being provided.

Purpose

Commitments

Commitment

Subject to this Agreement, whenever the Borrower requests a Funding Portion in a Funding Notice, each Financier shall provide its Pro Rata Share of that Funding Portion in Same Day Funds in Dollars by 12 noon on the Funding Date to the following account:

A Financier is not obliged to make available its Pro Rata Share in a Funding Portion if as a result its participation in the Funding Portion would exceed its Commitment.

Allocation among Financiers

Obligations several

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

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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 the 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 the 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 the Borrower.

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

General

The Facility may only be drawn on or before the Financial Close Sunset Date.

There may only be a single drawing of the Facility.

Funding and rate setting procedures

Delivery of a Funding Notice

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

The Facility Agent must notify each Financier of:

the contents of the Funding Notice; and

the amount of that Financier’s Pro Rata Share of the Funding Portion requested,

Requirements for a Funding Notice

in writing in the form of, and specifying the matters required in, Annexure A; and

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).

Irrevocability of Funding Notice

Amount of Funding Portion

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Selection of Interest Periods

Subject to paragraph (d), each Interest Period is 3 months or any other period that the Facility Agent agrees with the Borrower.

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.

An Interest Period commences either on the first Funding Date or on the last day of the immediately preceding Interest Period.

The final Interest Period ends on the Maturity Date.

Cancellation of Commitment and Prepayments

Cancellation at end of Availability Period

Cancellation on Financial Close Sunset Date

Voluntary Prepayment

Subject to paragraph (c), the Borrower may prepay all or part of the Principal Outstanding by giving the Facility Agent at least 3 Business Days’ notice. That notice is irrevocable. The Borrower shall prepay in accordance with it.

A prepayment of part only of the Principal Outstanding must be for a minimum of A$5,000,000 and in an integral multiple of A$1,000,000.

The Borrower may only prepay all or part of the Principal Outstanding on:

each anniversary of the Funding Date;

the Interest Payment Date which is on or about the date 6 months before the Maturity Date; and

the Interest Payment Date which is on or about the date 3 months before the Maturity Date.

Subject to paragraph (e), the Borrower must pay a Prepayment Fee on each amount prepaid under this clause.

No Prepayment Fee will be payable:

upon cancellation of the Undrawn Commitment pursuant to clause 6.1 (Cancellation at end of Availability Period); or

in respect of any prepayment pursuant to clause 6.2 (Effect of Event of Default) or clause 9 (Increased costs and illegality) of the Common Terms Deed Poll.

Any amount prepaid under this clause may not be redrawn.

If the Borrower prepays all or part of the Principal Outstanding on a date other than one set out in paragraph (c), the Borrower will be liable for any Break Costs arising as a consequence of the prepayment, which will include any unwinding costs of Swap Agreements.

For the purposes of this clause 6.3:

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2.00% of the amount prepaid if prepaid on or before the first anniversary of the Funding Date;

1.50% of the amount prepaid if prepaid after the first anniversary of the Funding Date but on or before the second anniversary of the Funding Date; and

1.00% of the amount prepaid if prepaid after the second anniversary of the Funding Date but on or before the third anniversary of the Funding Date.

General provisions regarding prepayment and cancellation

The Borrower may make a prepayment under clause 6.3 only on a Business Day.

All prepayments under this Agreement must be made with accrued interest on the amount prepaid.

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

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

Interest

Interest rate

Basis of Calculation of Interest

Payment of Interest

Repayment

The Borrower shall repay any Funding Portion drawn by it on the Maturity Date.

Repayment of the Funding Portion will be applied rateably among the Financiers according to their Pro Rata Share in the Principal Outstanding of the Funding Portion.

Additional Undertaking

Anti Money Laundering

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

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

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

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.

The 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. The Borrower agrees that a Financier may disclose any information concerning the 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.

The 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 the Borrower’s instructions will not breach any laws or regulations in Australia or any other country relevant to the transaction.

FATCA

No additional amount is payable to a Financier under clause 3 (Payments), clause 9.1 (Increased costs) or clause 12.1 (Tax) of the Common Terms Deed Poll, if the obligation to do so is attributable to a FATCA Deduction required to be made by a Transaction Party in respect of the Facility.

Each 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.

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 the Borrower, the Facility Agent and the Financiers.

Subject to paragraph (f) below, each party shall, within ten Business Days of a reasonable request by another party:

confirm to that other party whether or not it is a FATCA Exempt Party; and

supply to that other party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other party reasonably requests for the purposes of that other party’s compliance with FATCA.

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If a party confirms to another party pursuant to paragraph (d)(i) 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.

Paragraph (d) above shall not oblige any Financier or the Facility Agent to do anything which would or might in its reasonable opinion constitute a breach of:

any law or regulation;

any fiduciary duty; or

any duty of confidentiality.

If a party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (d) above (including where paragraph (f) above applies), then:

if that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and

if that party failed to confirm its applicable “passthru payment percentage” then such party shall be treated for the purposes of the Finance Documents (and payments made under them) as if its applicable “passthru payment percentage” is 100%,

If the Borrower is a US Tax Obligor, or where the Facility Agent reasonably believes that its obligations under FATCA require it, each Financier shall, within ten Business Days of:

where the Borrower is a US Tax Obligor and the relevant Financier is an Initial Financier, the date of this Agreement;

where the Borrower is a US Tax Obligor and the relevant Financier is not an Initial Financier, the date of the relevant assignment or transfer; or

where the Borrower is not a US Tax Obligor, the date of a request from the Facility Agent,

a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or

any withholding statement and other documentation, authorisations and waivers as the Facility Agent may require to certify or establish the status of such Financier under FATCA.

Each Financier agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Facility Agent pursuant to

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paragraph (h) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Facility Agent in writing of its legal inability to do so. The Facility Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The Facility Agent shall not be liable for any action taken by it under or in connection with this paragraph (i).

No additional payment

in respect of Australian Withholding Tax which arises:

in respect of any interest paid to an Offshore Associate of the Borrower; or

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

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 22 (Public Offer);

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 the Taxation Administration Act 1953 (Cth) or any similar law.

Liquidity Bills

The Borrower irrevocably and for value authorises each Financier, at its option, to prepare Liquidity Bills in respect of a Funding Portion so that:

their total face value amount does not exceed the outstanding principal amount of the Financier’s share of the Funding Portion (as notified by the Facility Agent under clause 5.1) and total interest payable to the Financier in respect of the Funding Portion; and

their maturity date is not later than the last day of the Interest Period for that Funding Portion,

A Financier may negotiate or deal with any Liquidity Bill prepared by it as it sees fit and for its own benefit.

A Financier must pay any Tax on or in respect of the Liquidity Bills and any dealing with the Liquidity Bills in respect of that Financier.

Each Financier indemnifies the Borrower against any Loss which the Borrower suffers, incurs or is liable for in respect of the Borrower being a party to a Liquidity Bill in respect of that Financier.

Nothing in clause 13(d) affects the Borrower’s obligations under this Agreement (including its obligations in relation to the payment of the Principal Outstanding) which are absolute and unconditional obligations and not affected by any actual or contingent liability of any Financier to the Borrower under clause 13(d).

If the Borrower discharges any Liquidity Bill by payment, the amount of that payment is regarded as applied on the date of payment against the money owing by the Borrower to the Financier who prepared that Liquidity Bill.

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Fees

Establishment fee

Agent’s fees

Interest on Overdue Amounts

Accrual

on a daily basis up to the date of actual payment from (and including) the due date or, in the case of an amount payable by way of reimbursement or indemnity, the date of disbursement or loss, if earlier;

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

at the rate determined by the Facility Agent to be the sum of 2% p.a. plus the higher of:

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

the Funding Rate.

Payment

Break Costs

Assignments

Assignment by Borrower

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Assignment by Financiers

except if an Event of Default is continuing, 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;

the transferee or assignee is:

a Related Body Corporate of the Financier or another Financier (in which case clause 17.2(a) shall not apply), and the Borrower has been given prior written notice of the transfer or assignment;

a bank or financial institution if:

where the transfer complies with clause 17.2(a), the Borrower has been given prior written notice of the transfer or assignment; or

where the transfer does not comply with clause 17.2(a), the Borrower has given prior written consent, not to be unreasonably withheld, to the transfer or assignment. The Borrower will be deemed to have given its consent 10 Business Days after the Financier has requested it unless consent is expressly refused by the Borrower within that time; or

any person if an Event of Default is continuing; and

in the case of a transfer of obligations, the transfer is effected by a substitution under clause 17.4.

Securitisation

Substitution certificates

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 C together with a registration fee of $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)).

On receipt of the certificate and registration fee, if the Facility Agent is satisfied that the substitution complies with clause 17.2 and the Facility Agent has completed all “know your customer” checks to its satisfaction in relation to the substitution, it shall promptly:

notify the Borrower;

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

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

retain one counterpart and deliver the others to the Retiring Financier, the Substitute Financier and the Borrower.

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.

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

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Change of Lending Office

No increased costs

Relations between Facility Agent and Financiers

Appointment of Facility Agent

amend or waive compliance with any provision of the Finance Documents in accordance with the Finance Documents (including clause 18.5);

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

all things which are incidental or ancillary to the Powers of the Facility Agent described in clauses 18.1(a) or 18.1(b).

Facility Agent’s capacity

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

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

Facility Agent’s obligations

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

The Facility Agent is not required to:

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

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

Facility Agent’s powers

Except as specifically set out in the Finance Documents (including clause 18.5), the Facility Agent may exercise its Powers under the Finance Documents:

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

without consulting with or seeking the instructions of the Financiers.

The exercise by the Facility Agent of any Power in accordance with this clause 18 binds all the Financiers.

Instructions to Facility Agent

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;

must not:

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

increasing the obligations of any Financier; or

changing the terms of payment of any amounts payable under the Finance Documents to any Financier; or

changing the manner in which those payments are to be applied; or

changing the definition of Majority Financiers;

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;

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

amending clause 4.3 (Obligations several) or clause 5.2 (Requirements for a Funding Notice);

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

changing this clause 18.5,

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

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

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 18.12.

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Assumptions as to authority

Facility Agent’s liability

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;

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;

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

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.

Delegation

Distribution by Facility Agent

Facility Agent entitled to rely

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

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

Provision of information

The Facility Agent must forward to each Financier:

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

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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

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.

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

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

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’.

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.

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.

Except as specified in clause 18.11(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.

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.

Indemnity by Financiers

Independent appraisal by Financiers

the affairs of each Transaction Party;

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

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

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Resignation and removal of Facility Agent

The Facility Agent may, by at least 10 Business Days notice to the Borrower and the Financiers, resign at any time and the Majority Financiers may, by at least 10 Business Days notice to the Borrower 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 18.14.

When a notice of resignation or removal is given, the Majority Financiers (after consulting with the Borrower) may appoint a successor Facility Agent. If the Borrower does not agree to the successor Facility Agent nominated by the Majority Financiers, then the Financiers and the Borrower 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.

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.

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.

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:

the Facility Agent fails to respond to a request under clause 11 and the Borrower 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;

the information supplied by the Facility Agent pursuant to clause 11 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

the Facility Agent notifies the Borrower 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,

Institution of actions by Financiers

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.

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.

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

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

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).

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.

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

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

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.

In this clause:

Borrower Affiliate means:

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

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

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

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

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

purchases by way of assignment or transfer; or

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

Facility Agent Dealings

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

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

Control Accounts

Proportionate Sharing

Sharing

Whenever a Financier (Financier A) receives or recovers any money in respect of any sum due from the Borrower under this Agreement in any way (including by set-off) except through distribution by the Facility Agent under this Agreement:

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

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

Unless paragraph (c) applies:

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 the Borrower to Financier A will only be reduced to the extent of any distribution received by Financier A under paragraph (a)(ii); and

(without limiting sub-paragraph (i)) the 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.

Where:

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

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the 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,

each other Financier will assign to Financier A an amount of the debt owed by the Borrower to that Financier under the Finance Documents equal to the amount received by that Financier under paragraph (a);

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

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

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.

Arrangements with unrelated parties

Unanticipated default

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.

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.

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.

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.

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Public Offer

MLAB’s representations, warranties and undertakings

on behalf of the Borrower, it has made invitations to become a “Financier” under this Agreement in the form agreed with the 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 Borrower;

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

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 Borrower.

Borrower’s confirmation

Financiers’ representations and warranties

Information

the “public offer” test under Section 128F of the Tax Act has been satisfied in relation to this Agreement; and

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

Co-operation if Section 128F requirements not satisfied

where a Finance Party breached clause 22.1 (MLABs’ representations, warranties and undertakings) or clause 22.3 (Financiers’ representations and warranties), at the cost of that Finance Party; or

in all other cases, at the cost of the Borrower.

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Contractual Recognition of Bail-In

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

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;

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

a cancellation of any such liability; and

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.

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

in relation to any state other than such an EEA Member Country or (to the extent that the United Kingdom is not such an EEA Member Country) the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

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;

in relation to any other applicable Bail-In Legislation:

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any powers under that 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 Bail-In Legislation that are related to or ancillary to any of those powers; and

any similar or analogous powers under that Bail-In Legislation; and

in relation to any 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; and

any similar or analogous powers under that UK Bail-In Legislation.

Privacy

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.

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

Governing Law and Jurisdiction

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

The Borrower irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales.

The 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.

The 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.

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.

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Counterparts

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Name

ABN/ACN/ARBN  

Address and Notice details

Foxtel Management Pty

Limited (in its own

capacity)

Address:

Attention:

Email:

5 Thomas Holt Drive,
North Ryde NSW 2113

Director – Treasury

***@***

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Verification Certificate

Authorised Officer Certificate

Finance Documents

An original of this Agreement duly executed by the Borrower.

A duly executed copy of the Subordination Deed dated on or about the date of this Agreement and the Working Capital Subordination Deed Poll dated on or about the date of this Agreement.

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

Existing Agreements

Evidence that on or before the date on which the Funding Portion is provided, all amounts outstanding under the Existing 2016 Syndicated Facility Agreement will be repaid in full and all commitments under the Existing 2016 Syndicated Facility Agreement will be cancelled.

Evidence that on or before the date on which the Funding Portion is provided, all amounts outstanding under the Existing 2015 Syndicated Facility Agreement will be repaid in full and all commitments under the Existing 2015 Syndicated Facility Agreement will be cancelled.

Evidence that on or before the date on which the Funding Portion is provided, the $200,000,000 provided under the Shareholder Loan Agreement will be applied to repay the Principal Outstanding under, and as defined in, the Existing 2014 Syndicated Facility Agreement and all commitments under the Existing 2014 Syndicated Facility Agreement will be cancelled.

Evidence that on or before the date on which the first Funding Portion is provided, $60,000,000 of the commitments under the Multi-Option Facility Agreement will be cancelled.

Facility

KYC

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Legal Opinion

Fees

Structure Chart

Searches

Effective Date

Evidence that the Effective Date as defined in the Deed of Amendment (Common Terms Deed Poll) dated on or about the date of this Agreement between the Borrower and others (the Deed of Amendment (CTDP)) has occurred or will occur on or before the first Funding Date.

A copy of each document delivered as a condition precedent under the Deed of Amendment (CTDP).

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SIGNATURE PAGE

page 30

/s/ Vivi Basilakis

SIGNATURE PAGE

page 31

Executed for and on behalf of GOLDMAN

SACHS MORTGAGE COMPANY by

Goldman Sachs Real Estate Funding

Corp., its General Partner, by its Authorised
Signatory:

SIGNATURE PAGE

page 32

NONGHYUP Bank (as trustee of AI

PARTNERS MEDIA SPECIALISED

PRIVATELY PLACED FUND TRUST #1)

By:

/s/ Kim, Hye-Rin

SIGNATURE PAGE

page 33

Print Name

SIGNATURE PAGE

page 34

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

The aggregate amount to be drawn is A$[*].

The amount of the Funding Portion is as follows:

The proceeds of the Funding Portion are to be paid to the following account:

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

[Except as disclosed in paragraph (g] 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.

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

We represent and warrant that no Default is continuing or will result from the provision of the Funding Portion referred to in this Funding Notice.

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[A power of attorney under which the Company executed any Finance Document to which it is expressed to be a party relating to the above facility. That power of attorney has not been revoked by the Company and remains in full force and effect.]

Extracts of minutes of a meeting of the directors of the Company authorising execution of any Finance Document to which it is expressed to be a party relating to the above facility.

A certificate of incorporation and constituent documents for the Company, if they are not already held by the Facility Agent.

[*]

[*]

[*]

each Financier may verify the identity of each Officer and carry out any “know your customer” check (or similar requirement) in respect of each Officer to each Financier’s satisfaction; and

the Officer has read and agrees with each Privacy Statement, which describes the manner in which their personal information may be collected, used and disclosed by a Financier.

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[                ]

[                ]

[*]

Interpretation

Incorporated definitions

Definitions

Interpretation

Clause 1 of the Facility Agreement applies to this Agreement as if set out in full in this Agreement.

A reference in this Agreement to ‘identical’ rights or obligations is a reference to rights or obligations substantially identical in character to those rights or obligations rather than identical as to the person entitled to them or obliged to perform them.

Capacity

The Facility Agent enters into this Agreement for itself and as agent for each of the parties to the Facility Agreement (other than the Retiring Financier).

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Substitution

Effect of substitution

no party to the Finance Documents has any further obligation to the Retiring Financier in relation to the Substituted Commitment;

the Retiring Financier is released from and has no further rights or obligations to a party to the Finance Documents in relation to the Substituted Commitment and any Finance Document to that extent;

the Facility Agent grants to the Substitute Financier rights which are identical to the rights which the Retiring Financier had in respect of the Substituted Commitment and any Finance Document to that extent; and

the Substitute Financier assumes obligations towards each of the parties to the Finance Documents which are identical to the obligations which the Retiring Financier was required to perform in respect of the Substituted Commitment before the acknowledgment set out in 2.1(b).

Substitute Financier a Financier

the Substitute Financier is taken to be a party to the Finance Documents with a Commitment equal to the Substituted Commitment and the Facility Agreement is amended accordingly; and

a reference in the Common Terms Deed Poll and Facility Agreement to ‘Financier’ includes a reference to the Substitute Financier.

Preservation of accrued rights

The Retiring Financier and all other parties to the Finance Documents remain entitled to and bound by their respective rights and obligations in respect of the Substituted Commitment and any of their other rights and obligations under the Finance Documents which have accrued up to the Substitution Date.

Acknowledgments

Copies of documents

Acknowledgment

Payments

Payments by Facility Agent

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As between Financiers

Outstanding Liquidity Bills

Warranty

Details of Substitute Financier

General

Attorneys

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Witness Signature

Attorney Signature

Print Name

Print Name

Witness Signature

Attorney Signature

Print Name

Print Name

Witness Signature

Attorney Signature

Print Name

Print Name

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