AMENDMENT NO. 1 AND GUARANTEE AGREEMENT

Exhibit 10.8

EXECUTION COPY

AMENDMENT NO. 1 AND GUARANTEE AGREEMENT

This AMENDMENT NO. 1 AND GUARANTEE AGREEMENT dated as of November 22, 2019 (this “Agreement”) is entered into by FOXTEL MANAGEMENT PTY LIMITED (ABN 65 068 671 938), a company registered under the laws of Australia (“Foxtel Management”), in its own capacity (in such capacity, the “Company”), Sky Cable Pty Limited (ABN 14 069 799 640) (“Sky Cable”), Foxtel Media Pty Limited (f/k/a Telstra Media Pty Limited) (ABN 72 069 279 027) (“Foxtel Media” and, together with Sky Cable, each a “Partner” and collectively the “Partners”) and Foxtel Management, in its capacity as agent for the Partners as a partnership carrying on the business of the Foxtel Partnership and as agent for the Foxtel Television Partnership (in all such capacities, the “Guarantor” and, the Guarantor, together with the Company, collectively, the “Obligor”), NXE AUSTRALIA PTY LIMITED (ACN 625 190 990), a company registered under the laws of Australia (the “Parent Guarantor” and, together with the Obligor and the Partners, the “Amendment Parties”), each Member Guarantor set forth in Part 1 of Schedule 1 hereto (the “Current Member Guarantors”) and the Noteholders (as defined below) signatory hereto. The holders of Notes as of the date of this Agreement are referred to herein as the “Noteholders”. Capitalized terms used in this Agreement but not defined in this Agreement are used as defined in the Amended Note Agreement (as defined below).

W I T N E S S E T H

WHEREAS, the Obligor and the Partners are parties to the Note and Guarantee Agreement dated as of July 25, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Agreement”), among the Obligor, the Partners and the purchasers signatory thereto;

WHEREAS, pursuant to the Note Agreement, the Company issued (i) U.S.$150,000,000 aggregate principal amount of its 3.68% Series D Guaranteed Senior Notes due 2019 (which Notes have been repaid in full), (ii) U.S.$200,000,000 aggregate principal amount of its 4.27% Series E Guaranteed Senior Notes due 2022 (the “Series E Notes”), (iii) U.S.$150,000,000 aggregate principal amount of its 4.42% Series F Guaranteed Senior Notes due 2024 (the “Series F Notes”) and (iv) A$100,000,000 aggregate principal amount of its 7.04% Series G Guaranteed Senior Notes due 2022 (the “Series G Notes” and, together with the Series E Notes and the Series F Notes, the “Notes”, such term to include any such notes issued in exchange or substitution therefor pursuant to Section 15 of the Note Agreement);

WHEREAS, the Parent Guarantor is the head entity of the NXEA Consolidated Group, and accordingly all Members are Subsidiaries of the Parent Guarantor;

WHEREAS, as a condition to the agreement of the Noteholders to amend the Note Agreement as set forth herein, the Parent Guarantor shall guarantee the due and punctual performance and observance of all obligations of the Company under the Note Agreement and the Notes and shall become party to the Note Agreement as the “Parent Guarantor” thereunder;

WHEREAS, each of the Current Member Guarantors is party to the Deed of Guarantee dated as of July 25, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Member Guarantee”);

WHEREAS, (i) the Amendment Parties and the Required Holders have agreed to amend the Note Agreement as set forth more fully herein and (ii) the Current Member Guarantors and the Noteholders signatory hereto have agreed to amend the Member Guarantee as set forth in the Amendment Deed dated the date hereof, in substantially the form of Exhibit 2 to this Agreement (the “Amendment Deed”), made by the Current Member Guarantors for the benefit of the Noteholders; and

WHEREAS, as a condition to the agreement of the Noteholders to amend the Note Agreement as set forth herein, the Parent Guarantor shall cause each Member of the NXEA Consolidated Group set forth on Part 2 of Schedule 1 hereto (each a “New Guaranteeing Member” and collectively, the “New Guaranteeing Members”) to accede to the Member Guarantee (as amended pursuant to the Amendment Deed) as Member Guarantors thereunder.

NOW THEREFORE, in consideration of the mutual covenants and the promises herein contained and other consideration, the receipt and sufficiency of which are hereby acknowledged, the Amendment Parties, the Current Member Guarantors and the Noteholders hereby agree as follows:

SECTION 1. Amendments. On and after the Effective Date (as defined below):

(a) Amendments to the Note Agreement. The Note Agreement shall be and hereby is amended as set forth in Exhibit 1 to this Agreement, with text marked in bold double underline indicating additions to the Note Agreement and with text marked in bold strikethrough indicating deletions to the Note Agreement (the “Amended Note Agreement”).

(b) Amendments to the Member Guarantee. The Member Guarantee shall be amended as set forth in Exhibit 1 to the Amendment Deed (the “Amended Member Guarantee”).

SECTION 2. The Parent Guarantee.

2.01. Guarantee.         The Parent Guarantor hereby guarantees to each holder of any Note or Notes at any time outstanding (a) the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the principal of, Make-Whole Amount and Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount and Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on payment of additional amounts described in Section 13 of the Note Agreement) and all other amounts from time to time owing by the Company under the Note

2

Agreement and the Notes (including, without limitation, costs, expenses and taxes in accordance with the terms hereof), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed hereunder, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). The Parent Guarantor hereby further agrees that if the Company shall default in the payment or performance of any of the Guaranteed Obligations, the Parent Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory or optional prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the holder of any Note such amounts, to the extent lawful, as shall be sufficient to pay the costs and expenses of collection or of otherwise enforcing any of such holder’s rights under the Note Agreement, including, without limitation, reasonable counsel fees (all of the foregoing, the “Parent Guarantee”).

All obligations of the Parent Guarantor under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Parent Guarantor under this Section 2.01 with respect to which the underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive payment of such Note.

2.02 Obligations Unconditional.

(a)        The obligations of the Parent Guarantor under Section 2.01 constitute a present and continuing guaranty of payment and not collectibility and are absolute, unconditional and irrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company under the Note Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any Guaranty of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 2.02 that the obligations of the Parent Guarantor hereunder shall be absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Parent Guarantor hereunder which shall remain absolute, unconditional and irrevocable as described above:

(1)        any amendment or modification of any provision of the Note Agreement, any Member Guarantee or any of the Notes or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the Notes;

(2)        any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of the Note Agreement, the Notes or any Member Guarantee, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof;

3

(3)        any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Company or any other Person or the properties or creditors of any of them;

(4)        the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, the Note Agreement, the Notes or any other agreement;

(5)        any transfer of any assets to or from the Company, including without limitation any transfer or purported transfer to the Company from any Person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Company with or into any Person, any change in the ownership of any shares of capital stock of the Company, or any change whatsoever in the objects, capital structure, constitution or business of the Company;

(6)        any default, failure or delay, willful or otherwise, on the part of the Company or any other Person to perform or comply with, or the impossibility or illegality of performance by the Company or any other Person of, any term of the Note Agreement, the Notes or any other agreement;

(7)        any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, the Company or any other Person for any reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of the Note Agreement, the Notes or any other agreement;

(8)        any lack or limitation of status or of power, incapacity or disability of the Company or any trustee or agent thereof, and other person providing a Guaranty of, or security for, any of the Guaranteed Obligations; or

(9)        any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing (other than the indefeasible payment in full of the Guaranteed Obligations).

(b)        The Parent Guarantor hereby unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever and any requirement that any holder of a Note exhaust any right, power or remedy against the Company under the Note Agreement or the Notes or any other agreement or instrument referred to herein or therein, or against any other Person under any other Guaranty of, or security for, any of the Guaranteed Obligations.

4

(c)        In the event that the Parent Guarantor shall at any time pay any amount on account of the Guaranteed Obligations or take any other action in performance of its obligations hereunder, the Parent Guarantor shall not exercise any subrogation or other rights hereunder or under the Notes and the Parent Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against the Company, in respect of any payment made hereunder unless and until the Guaranteed Obligations shall have been indefeasibly paid in full. Prior to the payment in full of the Guaranteed Obligations, if any amount shall be paid to the Parent Guarantor on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the holders of the Notes and shall forthwith be paid to such holders to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. The Parent Guarantor agrees that its obligations under this Section 2 shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of the Company is rescinded or must be otherwise restored by any holder of a Note, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid.

(d)        If an event permitting the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing and such acceleration (and the effect thereof on the Guaranteed Obligations) shall at such time be prevented by reason of the pendency against the Company or any other Person (other than the Parent Guarantor) of a case or proceeding under a bankruptcy or insolvency law, the Parent Guarantor agrees that, for purposes of the guarantee in this Section 2 and the Parent Guarantor’s obligations under the Parent Guarantee, the maturity of the principal amount of the Notes shall be deemed to have been accelerated (with a corresponding effect on the Guaranteed Obligations) with the same effect as if the holders of the Notes had accelerated the same in accordance with the terms of the Note Agreement, and the Parent Guarantor shall forthwith pay such principal amount, any interest thereon, any Make-Whole Amounts and any other amounts guaranteed hereunder without further notice or demand.

(e)        The guarantee in this Section 2 is a continuing guarantee and shall apply to the Guaranteed Obligations whenever arising. Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs.

2.03 Obligation to Make Payments in Applicable Currency.

(a)        Any payment on account of an amount that is payable under the Parent Guarantee in U.S. Dollars which is made to or for the account of any holder of U.S. Dollar Notes in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the Parent Guarantor, shall constitute a discharge of the Parent Guarantor under the Parent Guarantee only to the extent of the amount of U.S. Dollars which such holder could purchase in the foreign exchange markets in London, England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of U.S. Dollars that could be so purchased is less than the amount of U.S. Dollars originally due to such holder, the Parent Guarantor agrees to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency.

5

(b)        Any payment on account of an amount that is payable under the Parent Guarantee in Australian Dollars which is made to or for the account of any holder of Series G Notes in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the Parent Guarantor, shall constitute a discharge of the obligation of the Parent Guarantor under the Parent Guarantee only to the extent of the amount of Australian Dollars which such holder could purchase in the foreign exchange markets in London, England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of Australian Dollars that could be so purchased is less than the amount of Australian Dollars originally due to such holder, the Parent Guarantor agrees to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency.

(c)        Costs and expenses payable by the Parent Guarantor pursuant to Section 17.1 or 17.2 of the Amended Note Agreement shall be paid in either U.S. Dollars or Australian Dollars depending on the currency in which such costs and expenses are incurred and billed, subject to the same indemnity set forth in clause (a) above (in the case of U.S. Dollars) or clause (b) above (in the case of Australian Dollars).

(d)        Any payment under any provision of the Parent Guarantee (other than as specified in clauses (b) and (c) above) shall be in U.S. Dollars and any such payment made in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the Parent Guarantor, shall constitute a discharge of the obligation of the Parent Guarantor under the Parent Guarantee only to the extent of the amount of U.S. Dollars which such holder could purchase in the foreign exchange markets in London, England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of U.S. Dollars that could be so purchased is less than the amount of U.S. Dollars originally due to such holder, the Parent Guarantor agrees to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency.

(e)        The indemnities contained in the foregoing clauses (a) through (d) shall, to the fullest extent permitted by law, constitute obligations separate and independent from the other obligations contained in the Parent Guarantee and shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such holder from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder, under the Notes or under any judgment or order. As used in this Section 2.03, the term “London Banking Day” shall mean any day other than a Saturday or Sunday or a day on which commercial banks are required or authorized by law to be closed in London, England.

6

SECTION 3.    Representations and Warranties of the Amendment Parties and the Member Guarantors. The Parent Guarantor and the Obligor, jointly and severally, in the case of Sections 3.01 through 3.20, inclusive, and Section 3.25, each Partner in respect of itself in the case of Sections 3.01, 3.02, 3.03, 3.09, 3.13, 3.18(a), 3.19 and 3.20 and each Current Member Guarantor (solely in respect of matters related to such Current Member Guarantor and not in relation to any other Person) in the case of Sections 3.20 through 3.24, inclusive, represents and warrants to each Noteholder on the date hereof and on the Effective Date (as defined below) as follows (and the parties hereto agree that the following representations and warranties shall be deemed to have been made in connection with the Note Agreement and the Notes for all relevant purposes thereof, including without limitation Section 11(e) of the Note Agreement):

3.01.    Organization; Power and Authority. Each Amendment Party is a corporation or partnership, as the case may be, duly organized and validly existing under the laws of its jurisdiction of formation and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Amendment Party has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the New Subordination Deeds (as defined below) and to perform the provisions hereof, of the Amended Note Agreement and of the New Subordination Deeds.

3.02.    Authorization, Etc. Each of this Agreement, the Amended Note Agreement and each New Subordination Deed has been duly authorized by all necessary corporate or other organizational action on the part of each Amendment Party, and each of this Agreement, the Amended Note Agreement and the News P/L Subordination Deed (and upon the effectiveness thereof as set forth in the Amended Note Agreement, the Working Capital Subordination Deed) constitutes a legal, valid and binding obligation of such Amendment Party, enforceable against such Amendment Party in accordance with its respective terms, except, in each case, as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.03.    Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance of this Agreement and the New Subordination Deeds and the performance of the Amended Note Agreement will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any Amendment Party or Member Guarantor under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, partnership agreement, memorandum and articles of association, regulations or by-laws or other organizational document, or any other agreement or instrument to which any Amendment Party or Member Guarantor or any other Member is bound or by which any Amendment Party or Member Guarantor or any other Member or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to any Amendment Party or Member Guarantor or any other Member or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Amendment Party or Member Guarantor or any other Member.

7

3.04.    Organization and Ownership. (a) The Shareholders beneficially own and control (directly or indirectly) 100% of the NXEA Consolidated Group. All of the outstanding shares of capital stock or similar equity interests of each Member shown in Schedule 3.04 as being owned directly or indirectly by the Parent Guarantor and the Members have been validly issued, are fully paid and nonassessable and are owned by the Parent Guarantor or a Member free and clear of any Lien (except as otherwise disclosed in Schedule 3.04).

(b)        All Members and Subsidiaries of Members are listed on the NXEA Group Structure Diagram set forth in Schedule 3.04. The NXEA Group Structure Diagram is true and correct in all material respects and does not omit any material information or details.

(c)        Schedule 3.04 contains (except as noted therein) complete and correct lists of (i) each Member’s Affiliates, other than Subsidiaries, (ii) the Parent Guarantor’s directors and senior officers and (iii) the Member Guarantors and the New Guaranteeing Members.

(d)        Each Member is a corporation, partnership or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Member has the corporate, partnership or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

(e)        No Member is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than the Note Agreement, the agreements listed on Schedule 3.04 and customary limitations imposed by corporate or partnership law or similar statutes) restricting the ability of such Member to pay dividends out of profits or make any other similar distributions of profits to any Member that owns outstanding shares of capital stock or similar equity interests of such Member.

3.05.    Financial Statements.

The Parent Guarantor has delivered to each Noteholder copies of consolidated financial statements of the NXEA Consolidated Group listed on Schedule 3.05. All of said financial statements (including in each case the related schedules and notes) have been prepared in accordance with Relevant GAAP, the Corporations Act and any regulations made under the Corporations Act, in each case consistently applied unless therein expressly noted, and give a true and fair view of (if audited) or fairly present (if unaudited), the consolidated financial position of the NXEA Consolidated Group as of the respective dates and for the respective periods specified in such Schedule (subject, in the case of any interim financial statements, to normal year-end adjustments).

8

3.06.    Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by any Amendment Party of this Agreement or either New Subordination Deed or the performance of the Amended Note Agreement, including, without limitation, any thereof required in connection with the obtaining of U.S. Dollars or Australian Dollars, as applicable, to make payments under this Agreement and the Amended Note Agreement and the payment of such U.S. Dollars or Australian Dollars, as applicable, to Persons resident in the United States of America, Canada, Japan or Australia, as the case may be. It is not necessary to ensure the legality, validity, enforceability or admissibility into evidence in Australia of this Agreement, the Amended Note Agreement or either New Subordination Deed that any thereof or any other document be filed, recorded or enrolled with any Governmental Authority, or that any such agreement or document be stamped with any stamp, registration or similar transaction tax.

3.07.    Litigation; Observance of Agreements; Statutes and Orders. (a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Parent Guarantor, threatened against or affecting any Member or any property of any Member in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(b)        No Member is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including, without limitation, but only to the extent applicable thereto, Environmental Laws and any of the laws and regulations that are referred to in Section 3.13) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

3.08.    Taxes. Each Member has filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments or filings related thereto (i) the amount of which is not individually or in the aggregate Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the relevant Member has established adequate reserves in accordance with Relevant GAAP. The Parent Guarantor knows of no basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the NXEA Consolidated Group and each Member in respect of federal, state or other taxes for all fiscal periods are adequate.

No liability for any Tax, directly or indirectly, imposed, assessed, levied or collected by or for the account of any Governmental Authority of Australia or any political subdivision thereof will be incurred by any Amendment Party or any Noteholder as a result of the execution or delivery of this Agreement and the Amended Note Agreement and no deduction or withholding in respect of Taxes imposed by or for the account of Australia or, to the knowledge of any Amendment Party, any other Taxing Jurisdiction, is required to be made from

9

any payment by any Amendment Party under this Agreement or the Amended Note Agreement, except for any such liability, withholding or deduction imposed, assessed, levied or collected by or for the account of any such Governmental Authority of Australia or any political subdivision thereof arising out of circumstances described in clauses (a) through (f), inclusive, of Section 13 of the Amended Note Agreement or Section 4 of this Agreement, as applicable.

3.09.    Title to Property; Leases. The Parent Guarantor and each Member has good and sufficient title to its respective properties that individually or in the aggregate are Material, in each case free and clear of Liens prohibited by the Amended Note Agreement, except where failure to have such title could not reasonably be expected to have a Material Adverse Effect. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

3.10.    Licenses, Permits, etc. (a) Each Member owns or possesses all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto necessary for the conduct of their respective businesses without known conflict in any respect with the rights of others;

(b)        To the best knowledge of the Parent Guarantor, no product of any Member infringes in any respect any license, permit, franchise, authorization, patent, copyright, proprietary software, service ▇▇▇▇, trademark, trade name or other right owned by any other Person;

(c)        To the best knowledge of the Parent Guarantor, there is no violation by any Person of any right of any Member with respect to any patent, copyright, proprietary software, service ▇▇▇▇, trademark, trade name or other right owned or used by any Member;

except in any of the foregoing cases, as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect

3.11.    Compliance with ERISA; Non-U.S. Plans. (a) Neither the Parent Guarantor nor any ERISA Affiliate maintains, contributes to or is obligated to maintain or contribute to, or has, at any time within the past six years, maintained, contributed to or been obligated to maintain or contribute to, any employee benefit plan which is subject to Title I or Title IV of ERISA or section 4975 of the Code. Neither the Parent Guarantor nor any ERISA Affiliate is, or has ever been at any time within the past six years, a “party in interest” (as defined in section 3(14) of ERISA) or a “disqualified person” (as defined in section 4975 of the Code) with respect to any such plan.

10

(b)        The present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Plan that is funded, determined as of the end of the relevant Member’s most recently ended fiscal year on the basis of reasonable actuarial assumptions, did not exceed the current value of the assets of such Non-U.S. Plan allocable to such benefit liabilities. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

(c)        No Member has incurred any Material obligation in connection with the termination of or withdrawal from any Non-U.S. Plan.

(d)        All Non-U.S. Plans have been established, operated, administered and maintained in compliance with all laws, regulations and orders applicable thereto, except where failure so to comply could not be reasonably expected to have a Material Adverse Effect. All premiums, contributions and any other amounts required by applicable Non-U.S. Plan documents or applicable laws to be paid or accrued by any Member have been paid or accrued as required, except where failure so to pay or accrue could not be reasonably expected to have a Material Adverse Effect.

3.12.    Existing Indebtedness. (a) Except as described therein, Schedule 3.12 sets forth a complete and correct summary list of outstanding Indebtedness of the NXEA Consolidated Group as of November 22, 2019 (including a description of the obligors and obligees, principal amount outstanding, collateral therefor, if any, Guaranty thereof, if any, and whether such Indebtedness is Subordinated Debt), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the NXEA Consolidated Group. No Member is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Member and no event or condition exists with respect to any Indebtedness of any Member that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b)        Except as disclosed in Schedule 3.12, no Member has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.6(b) of the Amended Note Agreement.

(c)        The Parent Guarantor is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Parent Guarantor, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Parent Guarantor, except as specifically indicated in Schedule 3.12.

3.13.     Foreign Asset Control Regulations, Etc.

(a)        No Amendment Party or any Controlled Entity (i) is a Blocked Person, (ii) has been notified that its name appears or may in the future appear on a State Sanctions List or (iii) is a target of sanctions that have been imposed by the United Nations or the European Union.

11

(b)        No Amendment Party or any Controlled Entity (i) has violated, been found in violation of, or been charged or convicted under, any applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or (ii) to the Parent Guarantor’s knowledge, is under investigation by any Governmental Authority for possible violation of any U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.

(c)        The Parent Guarantor and the Obligor have established procedures and controls that they reasonably believe are adequate (and otherwise comply with applicable law) to ensure that the Parent Guarantor and the Obligor and each Controlled Entity are and will continue to be in compliance with all applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.

(d)        As used in this Section 3.13, the following terms have the respective meanings set forth below:

“Anti-Corruption Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt activity, including the U.S. Foreign Corrupt Practices Act.

“Anti-Money Laundering Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.

“Blocked Person” means (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC, (ii) a Person, entity, organization, country or regime that is blocked or a target of sanctions that have been imposed under U.S. Economic Sanctions Laws or (iii) a Person that is an agent, department or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, any Person, entity, organization, country or regime described in clause (i) or (ii).

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the term “Controlled” shall have a correlative meaning.

“Controlled Entity” means any Subsidiary of the Parent Guarantor and any of its or the Parent Guarantor’s respective Controlled Affiliates.

12

“OFAC” means the Office of Foreign Assets Control, United States Department of the Treasury.

“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs as of the date of this Agreement may be found at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇-▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇.▇▇▇▇.

“State Sanctions List” means a list that is adopted by any state Governmental Authority within the United States of America pertaining to Persons that engage in investment or other commercial activities in Iran or any other country that is a target of economic sanctions imposed under U.S. Economic Sanctions Laws.

“U.S. Economic Sanctions Laws” means those laws, executive orders, enabling legislation or regulations administered and enforced by the United States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability and Divestment Act and any other OFAC Sanctions Program.

“USA PATRIOT Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

3.14.     Status under certain United States Statutes. (a) None of the Parent Guarantor, the Obligor, the FOXTEL Partnership, the FOXTEL Television Partnership, any Current Member Guarantor or any New Guaranteeing Member is required to register as an “investment company” under the United States Investment Company Act of 1940, as amended, and (b) no Member is subject to regulation under the United States Federal Power Act, as amended.

3.15.     Environmental Matters. (a) No Member has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against such Member or any of its real properties now or formerly owned, leased or operated by such Member or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

13

(b)         No Member has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

(c)         No Member has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them and has not disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect.

(d)         All buildings on all real properties now owned, leased or operated by any Member are in compliance with applicable Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect.

3.16.     Ranking. All liabilities of the Company under the Notes and of each Amendment Party under this Agreement and the Amended Note Agreement rank at least pari passu in right of payment, without preference or priority, with all other unsecured and unsubordinated Indebtedness of the Company or such Amendment Party.

3.17.     No Defaults. Both immediately prior to and after giving effect to the terms of this Agreement, no Default or Event of Default has occurred and is continuing.

3.18.     Not a Trustee. No Amendment Party (a) enters into this Agreement or the Amended Note Agreement as the trustee of any trust and none of the Partnership Property is held by a Partner as trustee of any trust or (b) holds any assets as the trustee of any trust.

3.19.     No Immunity. No Amendment Party nor any property of any Amendment Party has immunity from the jurisdiction of a court or from legal process.

3.20.     Solvency. Each Amendment Party and each Current Member Guarantor is solvent and able to pay its debts as and when they fall due and no Amendment Party nor any Current Member Guarantor will be rendered insolvent as a result of entering into the transactions contemplated by this Agreement.

3.21.     Organization; Power and Authority. Such Current Member Guarantor is a corporation duly organized and validly existing under the laws of its jurisdiction of formation and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Such Current Member Guarantor has the corporate power and authority to execute and deliver this Agreement and the Amendment Deed and to perform the provisions hereof and thereof and of the Amended Member Guarantee.

3.22.     Authorization, Etc. Each of this Agreement and the Amendment Deed has been duly authorized by all necessary corporate or other organizational action on the part of such Current Member Guarantor and each of this Agreement, the Amendment Deed and the Amended Member Guarantee constitutes a legal, valid and binding obligation of such Current Member Guarantor, enforceable against such Current Member Guarantor in accordance with its terms,

14

except, in each case, as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.23.     Compliance with Laws, Other Instruments, Etc. The execution and delivery by such Current Member Guarantor of this Agreement and the Amendment Deed and the performance hereof and thereof and of the Amended Member Guarantee will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Current Member Guarantor under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, partnership agreement, memorandum and articles of association, regulations or by-laws or other organizational document, or any other agreement or instrument to which such Current Member Guarantor is bound or by which any such Current Member Guarantor or any of its properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Current Member Guarantor or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Current Member Guarantor.

3.24.     Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution or delivery by such Current Member Guarantor of this Agreement or the Amendment Deed or the performance hereof or thereof or of the Amended Member Guarantee including, without limitation, any thereof required in connection with the obtaining of U.S. Dollars or Australian Dollars, as applicable, to make payments under the Amended Member Guarantee and the payment of such U.S. Dollars or Australian Dollars, as applicable, to Persons resident in the United States of America, Canada, Japan or Australia, as the case may be. It is not necessary to ensure the legality, validity, enforceability or admissibility into evidence in the United States of America or in Australia of this Agreement, the Amendment Deed or the Amended Member Guarantee that this Agreement, the Amendment Deed or the Amended Member Guarantee or any other document be filed, recorded or enrolled with any Governmental Authority, or that any such agreement or document be stamped with any stamp, registration or similar transaction tax.

3.25.     Consideration. No remuneration, whether by way of supplemental or additional interest or any fee or similar payment or security or other credit support, has been provided to or on behalf of any creditor with respect to Indebtedness of the Parent Guarantor, the Obligor or any Member as consideration for such creditor agreeing to the same or similar matters or waivers set forth in this Agreement, and no such remuneration shall be so provided unless the same level of remuneration is paid to each Noteholder (whether as a flat fee or flat compensation or based on a percentage or other metric of outstanding obligations or otherwise). The foregoing representation shall not apply with respect to standard establishment fees paid by the Parent Guarantor, the Obligor or any Member in the ordinary course in connection with entering into any bank facility agreement.

15

SECTION 4. Tax Indemnification. All payments whatsoever under this Agreement, the Amended Note Agreement and the Parent Guarantee (the “Parent Guarantor Documents”) will be made by the Parent Guarantor in lawful currency of the United States of America (in the case of payments in respect of the U.S. Dollar Notes) or Australia (in the case of payments in respect of the Series G Notes) free and clear of, and without liability for withholding or deduction for or on account of, any present or future Taxes of whatever nature imposed or levied by or on behalf of any jurisdiction other than the United States, Canada (in the case of any holder of Notes incorporated, organized or resident for tax purposes in Canada), Japan (in the case of any holder of Notes incorporated, organized or resident for tax purposes in Japan) or Australia (in the case of any holder of Notes incorporated, organized or resident for tax purposes in Australia) (or any political subdivision or taxing authority of or in such jurisdiction) (hereinafter a “Taxing Jurisdiction”), unless the withholding or deduction of such Tax is compelled by law.

If any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required in respect of any amounts to be paid by the Parent Guarantor under any Parent Guarantor Document, the Parent Guarantor will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and pay to each holder of a Note such additional amounts as may be necessary in order that the net amounts paid to such holder pursuant to the terms of the relevant Parent Guarantor Document after such deduction, withholding or payment (including, without limitation, any required deduction or withholding of Tax on or with respect to such additional amount), shall be not less than the amounts then due and payable to such holder under the terms of the relevant Parent Guarantor Document before the assessment of such Tax, provided that no payment of any additional amounts shall be required to be made for or on account of:

(a)        any Excluded Tax;

(b)        with respect to a holder of any Note, any Tax that would not have been imposed but for any breach by such holder of any representation made or deemed to have been made by such holder pursuant to Section 6.3(a), 6.3(c) or 6.3(d) of the Amended Note Agreement;

(c)        any Tax that would not have been imposed had any holder of a Note that is an Australian tax resident or holds the Note in connection with a permanent establishment in Australia provided the Company with:

(i)        its Australian business number; or

(ii)        its Australian tax file number or evidence of an exemption from providing an Australian tax file number;

(d)        any Tax that would not have been imposed but for the existence of any present or former connection between such holder (or a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation or any Person other than the holder to whom the Notes or any amount payable thereon is attributable for the purposes of such Tax) and the

16

Taxing Jurisdiction, other than the mere holding of the relevant Note (with the benefit of the Parent Guarantee) or the receipt of payments thereunder or in respect thereof, including, without limitation, such holder (or such other Person described in the above parenthetical) being or having been a citizen or resident thereof, or being or having been present or engaged in trade or business therein or having or having had an establishment, office, fixed base or branch therein, provided that this exclusion shall not apply with respect to a Tax that would not have been imposed but for the Parent Guarantor, after the date hereof, opening an office in, moving an office to, changing the taxing jurisdiction from or through which payments on account of any Parent Guarantor Documents are made, or changing its jurisdiction of organization, to the Taxing Jurisdiction imposing the relevant Tax;

(e)        any Tax that would not have been imposed but for the delay or failure by such holder (following a written request by the Parent Guarantor) in the filing with the relevant Taxing Jurisdiction of Forms (as defined below) that are required to be filed by such holder to avoid or reduce such Taxes (including for such purpose any refilings or renewals of filings that may from time to time be required by the relevant Taxing Jurisdiction), provided that the filing of such Forms would not (in such holder’s reasonable judgment) impose any unreasonable burden (in time, resources or otherwise) on such holder or result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person and such delay or failure could have been lawfully avoided by such holder, and provided further that such holder shall be deemed to have satisfied the requirements of this clause (e) upon the good faith completion and submission of such Forms (including refilings or renewals of filings) as may be specified in a written request of the Parent Guarantor no later than 45 days after receipt by such holder of such written request (accompanied by copies of such Forms and related instructions, if any); or

(f)        any combination of clauses (a), (b), (c), (d) and (e) above;

and provided further that in no event shall the Parent Guarantor be obligated to pay such additional amounts to any holder of a Note (i) not resident in the United States of America, Canada, Japan, Australia or any other jurisdiction in which an original Purchaser is resident for tax purposes on the date of Closing in excess of the amounts that the Parent Guarantor would be obligated to pay if such holder had been a resident of the United States of America, Canada, Japan, Australia or such other jurisdiction, as applicable (and, to the extent applicable, for purposes of, and eligible for the benefits of, any double taxation treaty from time to time in effect between the United States of America, Canada, Japan, Australia or such other jurisdiction and the relevant Taxing Jurisdiction to the extent that such eligibility would reduce such additional amounts), or (ii) registered in the name of a nominee if under the law of the relevant Taxing Jurisdiction (or the current regulatory interpretation of such law) securities held in the name of a nominee do not qualify for an exemption from the relevant Tax and the Parent Guarantor shall have given timely notice of such law or interpretation to such holder.

By acceptance of any Note with the benefit of this Parent Guarantee, the holder of such Note agrees, subject to the limitations of clause (e) above, that it will from time to time with reasonable promptness (x) duly complete and deliver to or as reasonably directed by the Parent

17

Guarantor all such forms, certificates, documents and returns provided to such holder by the Parent Guarantor (collectively, together with instructions for completing the same, “Forms”) required to be filed by or on behalf of such holder in order to avoid or reduce any such Tax pursuant to the provisions of an applicable statute, regulation or administrative practice of the relevant Taxing Jurisdiction or of an applicable tax treaty and (y) provide the Parent Guarantor with such information with respect to such holder as the Parent Guarantor may reasonably request in order to complete any such Forms, provided that nothing in this Section 4 shall require any holder to provide information with respect to any such Form or otherwise if in the opinion of such holder such Form or disclosure of information would involve the disclosure of tax return or other information that is confidential or proprietary to such holder, and provided further that each such holder shall be deemed to have complied with its obligation under this paragraph with respect to any Form if such Form shall have been duly completed and delivered by such holder to the Parent Guarantor or mailed to the appropriate taxing authority, whichever is applicable, within 45 days following a written request of the Parent Guarantor (which request shall be accompanied by copies of such Form) and, in the case of a transfer of any Note, at least 90 days prior to the relevant interest payment date.

On or before the date hereof, the Parent Guarantor will furnish each Noteholder with copies of the appropriate Form (and English translation if required as aforesaid) currently required to be filed in the relevant Taxing Jurisdiction pursuant to clause (e) of the second paragraph of this Section 4, if any, and in connection with the transfer of any Note, the Parent Guarantor will furnish the transferee of any Note with copies of any Form and English translation then required.

If any payment is made by the Parent Guarantor to or for the account of the holder of any Note after deduction for or on account of any Taxes, and additional amounts are paid by the Parent Guarantor pursuant to this Section 4, then, if such holder has received or been granted a refund of such Taxes, such holder shall, to the extent that it can do so without prejudice to the retention of the amount of such refund, reimburse to the Parent Guarantor such amount as such holder shall, in its sole discretion, determine to be attributable to the relevant Taxes or deduction or withholding. Nothing herein contained shall interfere with the right of the holder of any Note to arrange its tax affairs in whatever manner it thinks fit and, in particular, no holder shall be under any obligation to claim relief from its corporate profits or similar tax liability in respect of such Tax in priority to any other claims, reliefs, credits or deductions available to it or (other than as set forth in clause (e) above) oblige any holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof.

The Parent Guarantor will furnish the holders of Notes, promptly and in any event within 60 days after the date of any payment by the Parent Guarantor of any Tax in respect of any amounts paid under any Parent Guarantor Document the original tax receipt issued by the relevant taxation or other authorities involved for all amounts paid as aforesaid (or if such original tax receipt is not available or must legally be kept in the possession of the Parent Guarantor, a duly certified copy of the original tax receipt or any other reasonably satisfactory evidence of payment), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a Note.

18

If the Parent Guarantor is required by any applicable law, as modified by the practice of the taxation or other authority of any relevant Taxing Jurisdiction, to make any deduction or withholding of any Tax in respect of which the Parent Guarantor would be required to pay any additional amount under this Section 4, but for any reason does not make such deduction or withholding with the result that a liability in respect of such Tax is assessed directly against the holder of any Note, and such holder pays such liability, then the Parent Guarantor will promptly reimburse such holder for such payment (including any related interest or penalties to the extent such interest or penalties arise by virtue of a default or delay by the Parent Guarantor) upon demand by such holder accompanied by an official receipt (or a duly certified copy thereof) issued by the taxation or other authority of the relevant Taxing Jurisdiction.

If the Parent Guarantor makes payment to or for the account of any holder of a Note and such holder is entitled to a refund of the Tax to which such payment is attributable upon the making of a filing (other than a Form described above), then such holder shall, as soon as practicable after receiving written request from the Parent Guarantor (which shall specify in reasonable detail and supply the refund forms to be filed) use reasonable efforts to complete and deliver such refund forms to or as directed by the Parent Guarantor, subject, however, to the same limitations with respect to Forms as are set forth above.

The obligations of the Parent Guarantor under this Section 4 shall survive the payment or transfer of any Note and the provisions of this Section 4 shall also apply to successive transferees of the Notes.

SECTION 5. Noteholder Representations and Agreements. Each Noteholder signatory hereto agrees and severally represents and warrants on the date hereof and on the Effective Date as follows:

5.01.     Consent to Amend the Member Guarantee. Such Noteholder acknowledges and agrees that its signature to this Agreement shall constitute written consent to the amendment of the Member Guarantee pursuant to the Amendment Deed for purposes of Section 5.01 of the Member Guarantee.

5.02.     Ownership of Notes. Such Noteholder (a) either (i) is the sole legal and beneficial owner of the principal amount of Notes set forth on its signature page hereto or (ii) has investment or voting discretion with respect to such Notes and has the power and authority to bind the beneficial owner(s) of such Notes to the terms of this Agreement and (b) has full power and authority to vote on and consent to matters concerning such Notes.

SECTION 6. Conditions to Effectiveness. This Agreement shall become effective as of the date when all of the following conditions shall have been fulfilled (such date, the “Effective Date”):

6.01.     Execution and Delivery. This Agreement shall have been duly executed and delivered by the Amendment Parties, each Current Member Guarantor and the Required Holders. The Amendment Deed shall have been duly executed and delivered by each Current Member Guarantor.

19

6.02.     Representations. All representations and warranties set forth in Section 3 of this Agreement are true and correct.

6.03.     Amendment Fee. The Parent Guarantor shall have paid (or caused to be paid) to each Noteholder (even if such Noteholder is not a party to this Agreement) the full amount of an amendment fee equal to 0.15% (15 basis points) of the outstanding principal amount of the Notes held by such Noteholder as of the date hereof, which fee shall be fully earned upon payment thereof.

6.04.     Accession to the Note Agreement. Each Noteholder shall have received from the Parent Guarantor a duly executed and delivered accession page to the Note Agreement in the form of Exhibit 3 to this Agreement, whereby the Parent Guarantor shall become party to the Note Agreement.

6.05.     Rating. Each Noteholder shall have received evidence reasonably satisfactory to it that the Notes will be assigned a credit rating of at least “BBB-” from Fitch after giving effect to this Agreement and the Parent Guarantee (subject only to receipt by Fitch of final documentation relating to this Agreement and the Amended Note Agreement).

6.06.     Opinion Letters. Each Noteholder shall have received legal opinions in form and substance reasonably satisfactory to such Noteholder from (a) Sidley Austin, U.S. counsel for the Amendment Parties and the Current Member Guarantors, substantially in the form attached as Exhibit 6.06(a), (b) Allens, Australian counsel for the Amendment Parties, the Current Member Guarantors and certain New Guaranteeing Members, substantially in the form attached as Exhibit 6.06(b) and (c) Fennemore ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Nevada legal counsel for certain New Guaranteeing Members, substantially in the form attached as Exhibit 6.06(c).

6.07.     Officer’s Certificate. Each Noteholder shall have received an Officer’s Certificate of (a) the Parent Guarantor certifying that immediately before and after giving effect to the amendments and guarantee set forth in this Agreement, no Default or Event of Default shall have occurred and be continuing (both as of the Effective Date and, with respect to Sections 10.7 and 10.8 of the Amended Note Agreement, assuming that such amendments and guarantee had occurred on the last day of the immediately preceding fiscal quarter of the NXEA Consolidated Group and giving pro forma effect to such amendments and guarantee for the relevant period), (b) each Amendment Party certifying as to the resolutions attached thereto and other corporate or partnership, as the case may be, proceedings relating to the authorization, execution and delivery of this Agreement and the performance by such Amendment Party of this Agreement and the Amended Note Agreement, (c) each Current Member Guarantor certifying as to the resolutions attached thereto and other corporate or other organizational proceedings relating to the authorization, execution and delivery of this Agreement and the Amendment Deed and the performance by such Current Member Guarantor of this Agreement, the Amendment Deed and the Amended Member Guarantee and (d) each New Guaranteeing Member certifying (i) as to the resolutions attached thereto and other corporate or other organizational proceedings relating to the authorization, execution and delivery of the Accession Deed to the Member Guarantee (the “Accession Deed”) and the performance by such New Guaranteeing Member of the Accession Deed and the Amended Member Guarantee and (ii) that such New Guaranteeing Member is, and after giving effect to the Accession Deed will be, solvent and able to pay all of its debts as and when they become due and payable.

20

6.08.     Member Guarantees. Each Noteholder shall have received an Accession Deed, in substantially the form set forth as Annex II to the Amended Member Guarantee, executed by each New Guaranteeing Member, pursuant to Section 9.8 of the Amended Note Agreement, whereby each New Guaranteeing Member shall become a party to the Amended Member Guarantee.

6.09.     Payment of Fees and Expenses. The Amendment Parties shall have paid all reasonable fees and expenses of the Noteholders, including without limitation the reasonable fees and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, United States special counsel to the Noteholders, in connection with the transactions contemplated hereby.

6.10.     Registered Agent. The Amendment Parties shall have delivered to the Noteholders evidence of the acceptance by National Registered Agents, Inc. of the appointment and designation provided for by Section 24.10(e) of the Amended Note Agreement (in the case of the Parent Guarantor) and Section 5.03(e) of the Amended Member Guarantee (in the case of the New Guaranteeing Members), in each case for the period from the date of this Agreement through July 25, 2025 (and the payment in full of all fees in respect thereof).

6.11.     CTDP Amendment and Syndicated Facility Agreement. The Parent Guarantor shall have delivered to the Noteholders a copy of (a) an amendment to the CTDP, which amendment shall incorporate the same or substantially similar amendments as set forth in Section 1(a) of this Agreement and (b) the Syndicated Facility Agreement as of 14 November 2019, among the Foxtel Agent, each MLAB (as defined therein) party thereto, each Initial Financier (as defined therein) party thereto and Commonwealth Bank of Australia as Facility Agent (as defined therein), which Syndicated Facility Agreement shall provide for A$610,000,000 in revolving loan availability to the Company for a term of at least three years.

6.12.     News P/L Subordination Deed, Working Capital Subordination Deed and Senior Debt Nomination Letters. The Parent Guarantor shall have delivered to the Noteholders a copy of the (a) Subordination Deed Poll dated as of 15 November 2019 between News Pty Limited, FS (Australia) I Pty Limited and the Parent Guarantor (the “News P/L Subordination Deed”), providing for the subordination of the (i) A$50,000,000 Subordinated Shareholder Loan Agreement dated 21 December 2018 between News Pty Limited and the Parent Guarantor, (ii) A$250,000,000 Subordinated Shareholder Loan Agreement dated 27 March 2019 between News Pty Limited and the Parent Guarantor, (iii) A$200,000,000 Subordinated Shareholder Loan Agreement dated 29 May 2019 between News Pty Limited and the Parent Guarantor and (iv) A$200,000,000 Subordinated Shareholder Loan Agreement dated 7 November 2019 between FS (Australia) I Pty Limited and the Parent Guarantor, (b) the Working Capital Subordination Deed Poll dated as of 15 November 2019 between FS (Australia) I Pty Limited and the Foxtel Agent (the “Working Capital Subordination Deed” and, together with the News P/L Subordination Deed, each a “New Subordination Deed”), providing for the subordination of the A$200,000,000 Working Capital Facility Agreement dated 24 July 2019 between FS (Australia) I Pty Limited and the Foxtel Agent upon the effectiveness thereof as set forth in the Amended Note Agreement, and the News P/L Subordination Deed shall be in full force and effect and (c) Senior Debt Nomination Letters (as defined in each New Subordination Deed) as of 15

21

November 2019 duly executed by the Parent Guarantor and nominating the Amended Note Agreement, the Notes and each Member Guarantee as “Senior Debt Documents” and otherwise in form and substance reasonably satisfactory to the Required Holders.

SECTION 7.   Miscellaneous.

7.01.     Ratification of Note Agreement and Notes; Agreement Unchanged. The Note Agreement is in all respects ratified and confirmed by each Amendment Party and each Note is in all respects ratified and confirmed by the Company, and the respective terms, covenants and agreements thereof shall remain unchanged and in full force and effect except as otherwise set forth in this Agreement.

7.02.     Ratification of Member Guarantee. Each Current Member Guarantor hereby acknowledges and consents to this Agreement and the Amended Note Agreement and the transactions contemplated thereby and hereby unconditionally affirms such Current Member Guarantor’s obligations under the Amended Member Guarantee.

7.03.     Amendment to Section 2. Section 2 of this Agreement may be amended, and the observance of any term thereof may be waived (either retroactively or prospectively), with (and only with) the written consent of the Parent Guarantor and the holder of each Note at the time outstanding affected thereby.

7.04.     Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

7.05.     Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

[Remainder of page intentionally blank.]

22

If you are in agreement with the foregoing, please sign the form of acceptance in the space provided below whereupon this Agreement shall become a binding agreement among the parties set forth below.

Very truly yours,

Foxtel 2012 Note and Guarantee Agreement

Signature page to the

Amendment No. 1 and Guarantee Agreement

Foxtel 2012 Note and Guarantee Agreement

Signature page to the

Amendment No. 1 and Guarantee Agreement

CURRENT MEMBER GUARANTORS

Signed for each of:

LGI Investments 1 Pty Limited

LGI Investments 2 Pty Limited

Austar United Communications Pty Limited

LGI Bidco Pty Limited

Austar United Holdings Pty Limited

STV Pty. Ltd.

Chippawa Pty. Ltd.

Windytide Pty. Ltd.

Selectra Pty. Ltd.

Kidillia Pty. Ltd.

Dovevale Pty. Ltd.

Wollongong Microwave Pty Ltd

CTV Pty. Ltd.

▇▇▇▇▇ Investments Pty. Ltd.

▇▇▇▇▇▇▇ Pty. Ltd.

Vinatech Pty. Ltd.

Minorite Pty. Ltd.

Austar United Mobility Pty Ltd

Austar United Broadband Pty Ltd

eisa Finance Pty Limited

Artson System Pty Ltd

Austar United Holdcol Pty Ltd

Continental Century Pay TV Pty Limited

UAP Australia Programming Pty Ltd

Saturn (NZ) Holding Company Pty Ltd

Century United Programming Ventures Pty Limited

XYZnetworks Pty Limited

Austar Satellite Ventures Pty Ltd

Austar Entertainment Pty Limited

Austar Services Pty Ltd

Foxtel 2012 Note and Guarantee Agreement

Signature page to the

Amendment No. 1 and Guarantee Agreement

The Country Music Channel Pty Limited

The Weather Channel Australia Pty Ltd

Austar Satellite Pty Ltd

Customer Services Pty Limited

Foxtel Cable Television Pty Limited

Presto Entertainment Pty Limited

Foxtel Finance Pty Limited

Foxtel Holdings Pty Limited

Foxtel Australia Pty Limited

Presto TV Pty Limited

Streamotion Pty Ltd

by its attorney under power of attorney in the presence of:
/s/ Rachael Arena				/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Witness Signature				Attorney Signature
Print Name				Print Name

Signed for Century Programming Ventures Corp. in the presence of:
/s/ Rachael Arena				/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Witness Signature				Signature of Authorised Signatory
Print Name				Name of Authorised Signatory

Foxtel 2012 Note and Guarantee Agreement

Signature page to the

Amendment No. 1 and Guarantee Agreement

THE FOREGOING AGREEMENT IS

HEREBY ACCEPTED AND AGREED

TO AS OF THE DATE FIRST ABOVE

WRITTEN:

TEACHERS INSURANCE AND ANNUITY ASSOCIATlON OF AMERICA

By: Nuveen Alternatives Advisors LLC, its investment manager

Notes:

Foxtel 2012 Note and Guarantee Agreement

Signature page to the

Amendment No. 1 and Guarantee Agreement

THE FOREGOING AGREEMENT IS

HEREBY ACCEPTED AND AGREED

TO AS OF THE DATE FIRST ABOVE

WRITTEN:

METLIFE INSURANCE K.K.

By: MetLife Investment Management, LLC, its investment manager

Foxtel 2012 Note and Guarantee Agreement

Signature page to the

Amendment No. 1 and Guarantee Agreement

THE FOREGOING AGREEMENT IS

HEREBY ACCEPTED AND AGREED

TO AS OF THE DATE FIRST ABOVE

WRITTEN:

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: Barings LLC as Investment Adviser

Foxtel 2012 Note and Guarantee Agreement

Signature page to the

Amendment No. 1 and Guarantee Agreement

THE FOREGOING AGREEMENT IS

HEREBY ACCEPTED AND AGREED

TO AS OF THE DATE FIRST ABOVE

WRITTEN:

RELIASTAR LIFE INSURANCE COMPANY

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY

(f/k/a ING LIFE INSURANCE AND ANNUITY COMPANY)

MIDWESTERN UNITED LIFE INSURANCE COMPANY

By: Voya Investment Management LLC, as Agent

NN LIFE INSURANCE COMPANY LTD.

(f/k/a ING LIFE INSURANCE COMPANY LTD.)

By: Voya Investment Management LLC, as Attorney in fact

Foxtel 2012 Note and Guarantee Agreement

Signature page to the

Amendment No. 1 and Guarantee Agreement

THE FOREGOING AGREEMENT IS

HEREBY ACCEPTED AND AGREED

TO AS OF THE DATE FIRST ABOVE

WRITTEN:

ATHENE ANNUITY & LIFE ASSURANCE COMPANY

By: Apollo Insurance Solutions Group LLC, its investment adviser

By: Apollo Capital Management, L.P., its sub adviser

By: Apollo Capital Management GP, LLC, its General Partner

Foxtel 2012 Note and Guarantee Agreement

Signature page to the

Amendment No. 1 and Guarantee Agreement

THE FOREGOING AGREEMENT IS

HEREBY ACCEPTED AND AGREED

TO AS OF THE DATE FIRST ABOVE

WRITTEN:

ATHENE ANNUITY AND LIFE COMPANY

By: Apollo Insurance Solutions Group LLC, its investment adviser

By: Apollo Capital Management, L.P., its sub adviser

By: Apollo Capital Management GP, LLC, its General Partner

Foxtel 20l2 Note and Guarantee Agreement

Signature page to the

Amendment No. 1 and Guarantee Agreement

THE FOREGOING AGREEMENT IS

HEREBY ACCEPTED AND AGREED

TO AS OF THE DATE FIRST ABOVE

WRITTEN:

ATHENE LIFE INSURANCE COMPANY OF NEW YORK

By: Apollo Insurance Solutions Group LLC, its investment adviser

By: Apollo Capital Management, L.P., its sub adviser

By: Apollo Capital Management GP, LLC, its General Partner

Foxtel 2012 Note and Guarantee Agreement

Signature page to the

Amendment No. 1 and Guarantee Agreement

THE FOREGOING AGREEMENT IS

HEREBY ACCEPTED AND AGREED

TO AS OF THE DATE FIRST ABOVE

WRITTEN:

ROYAL NEIGHBORS OF AMERICA

By: Apollo RN Credit Management, LLC, its investment adviser

By: Apollo Capital Management, L.P., its sole member

By: Apollo Capital Management GP, LLC, its General Partner

Foxtel 2012 Note and Guarantee Agreement

Signature page to the

Amendment No. 1 and Guarantee Agreement

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: Macquarie Investment Management Advisers, a series of Macquarie Investment

Management Business Trust, Attorney in Fact

Foxtel 2012 Note and Guarantee Agreement

Signature page to the

Amendment No. 1 and Guarantee Agreement

TRANSAMERICA LIFE INSURANCE COMPANY

By: AEGON USA Investment Management, LLC, its investment manager

TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY

By: AEGON USA Investment Management, LLC, its investment manager

Foxtel 2012 Note and Guarantee Agreement

Signature page to the

Amendment No. 1 and Guarantee Agreement

By: MEMBERS Capital Advisors, Inc. acting as Investment Advisor

Foxtel 2012 Note and Guarantee Agreement

Signature page to the

Amendment No. 1 and Guarantee Agreement

▇▇▇▇▇▇▇ NATIONAL LIFE INSURANCE COMPANY

By: PPM America, Inc., as attorney in fact,

on behalf of ▇▇▇▇▇▇▇ National Life Insurance Company

By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		Name:
		Title:

Foxtel 2012 Note and Guarantee Agreement

Signature page to the

Amendment No. 1 and Guarantee Agreement

WESTERN-SOUTHERN LIFE ASSURANCE COMPANY

Foxtel 2012 Note and Guarantee Agreement

Signature page to the

Amendment No. 1 and Guarantee Agreement

THE FOREGOING AGREEMENT IS

HEREBY ACCEPTED AND AGREED

TO AS OF THE DATE FIRST ABOVE

WRITTEN:

AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY

Foxtel 2012 Note and Guarantee Agreement

Signature page to the

Amendment No. 1 and Guarantee Agreement

THE FOREGOING AGREEMENT IS

HEREBY ACCEPTED AND AGREED

TO AS OF THE DATE FIRST ABOVE

WRITTEN:

RGA REINSURANCE COMPANY, a Missouri corporation

Foxtel 2012 Note and Guarantee Agreement

Signature page to the

Amendment No. 1 and Guarantee Agreement

THE FOREGOING AGREEMENT IS

HEREBY ACCEPTED AND AGREED

TO AS OF THE DATE FIRST ABOVE

WRITTEN:

▇▇▇▇▇▇▇ FINANCIAL LIFE AND ANNUITY- U6F1

Foxtel 2012 Note and Guarantee Agreement

Signature page to the

Amendment No. 1 and Guarantee Agreement

THE FOREGOING AGREEMENT IS

HEREBY ACCEPTED AND AGREED

TO AS OF THE DATE FIRST ABOVE

WRITTEN:

THE OHIO NATIONAL LIFE INSURANCE COMPANY

Foxtel 2012 Note and Guarantee Agreement

Signature page to the

Amendment No. 1 and Guarantee Agreement

THE FOREGOING AGREEMENT IS

HEREBY ACCEPTED AND AGREED

TO AS OF THE DATE FIRST ABOVE

WRITTEN:

NATIONAL MUTUAL BENEFIT

By: Prime Advisors, Inc., its Attorney-in-Fact

Foxtel 2012 Note and Guarantee Agreement

Signature page to the

Amendment No. 1 and Guarantee Agreement

THE FOREGOING AGREEMENT IS

HEREBY ACCEPTED AND AGREED

TO AS OF THE DATE FIRST ABOVE

WRITTEN:

THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA

Foxtel 2012 Note and Guarantee Agreement

Signature page to the

Amendment No. 1 and Guarantee Agreement

SCHEDULE 1

MEMBER GUARANTORS

SCHEDULE 3.04

Organization and Ownership; NXEA Group Structure Diagram

Ownership of Members:

Affiliates (other than Subsidiaries):

Telstra Corporation Limited

News Pty Limited

Pay TV Management Pty Ltd as agent for Pay TV Partnership

PBL Pay TV Pty Limited

NXE Australia Pty Limited

Note: this does not include Affiliates above the level of Telstra Corporation Limited, News Pty Limited, Pay TV Management Pty Ltd as agent for Pay TV Partnership or PBL Pay TV Pty Limited.

Parent Guarantor’s Directors and Senior Officers:

Distributions by Members are restricted under Clause 5.8 of the Common Terms Deed.

NXEA Group Structure Diagram

[Attached]

SCHEDULE 3.05

NXEA Financial Statements

SCHEDULE 3.12

Existing Indebtedness

In accordance with Section 3.12, existing Indebtedness as of November 22, 2019 is as follows:

EXHIBIT 1

AMENDED NOTE AGREEMENT

[Attached]

EXECUTION COPYEXHIBIT 1

FOXTEL MANAGEMENT PTY LIMITED

(ABN 65 068 671 938)

in its own capacity

as guaranteed by:

SKY CABLE PTY LIMITED

(ABN 14 069 799 640)

TELSTRAFOXTEL MEDIA PTY LIMITED

(ABN 72 069 279 027)

FOXTEL MANAGEMENT PTY LIMITED

(ABN 65 068 671 938)

in its capacity as agent for the Partners as a partnership

carrying on the business of the FOXTEL Partnership

and as agent for the FOXTEL Television Partnership

NXE AUSTRALIA PTY LIMITED

(ABN 85 625 190 990)

and

the FOXTELNXEA CONSOLIDATED GROUP MEMBER GUARANTORS

U.S.$500,000,000

3.68% Series D Guaranteed Senior Notes due 2019

4.27% Series E Guaranteed Senior Notes due 2022

4.42% Series F Guaranteed Senior Notes due 2024

A$100,000,000

7.04% Series G Guaranteed Senior Notes due 2022

NOTE AND GUARANTEE AGREEMENT

Dated as of July 25, 2012

Table of Contents

ii