FOXA Fox Corporation

DESCRIPTION OF THE NOTES

The original notes were issued as two separate series under an Indenture dated as of August 25, 2009, as amended and restated on February 16, 2011 (the “Indenture”), among the Company, 21st Century Fox and The Bank of New York Mellon, as trustee (the “Trustee”), in a transaction that is not subject to the registration requirements of the Securities Act. References to the notes include the Exchange Notes (as hereinafter defined) unless the context requires otherwise. Series of debt securities issued under the Indenture, including the notes, or other predecessor senior indentures are referred to herein as “Debt Securities.” The following summaries of the material provisions of the notes and the Indenture do not purport to be complete and are subject, and are qualified in their entirety by reference, to all the provisions of the notes and the Indenture, including the definitions therein of certain terms. Capitalized terms used in this section and not otherwise defined shall have the meanings set forth in the Indenture.

General

The 3.375% notes will be initially limited to $450,000,000 aggregate principal amount and will mature on November 15, 2026.

The 4.750% notes will be initially limited to $400,000,000 aggregate principal amount and will mature on November 15, 2046.

The Company may from time to time, without notice to or consent of holders of the notes, issue additional 3.375% notes and 4.750% notes of the same tenor, coupon and other terms as the 3.375% notes and the 4.750% notes, so that such additional notes and the notes offered hereby of the same series will form a single series. Interest will accrue on the notes from November 18, 2016, or from the most recent Interest Payment Date to which interest has been paid or provided for, payable semi-annually on May 15 and November 15 of each year commencing on May 15, 2017 to the person (or any predecessor) in whose name the notes are registered at the close of business on May 1 or November 1, as the case may be, next preceding such Interest Payment Date. Interest will be computed assuming a 360-day year consisting of twelve 30-day months. The notes are not entitled to any sinking fund.

The notes will be issued only in fully registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will be represented by global notes registered in the name of the nominee of DTC.

The Indenture does not limit the aggregate principal amount of Debt Securities that may be issued thereunder and provides that Debt Securities, including the 3.375% notes and the 4.750% notes, may be issued thereunder from time to time in one or more series. As of December 31, 2016, there were approximately $8.6 billion of Debt Securities issued under the Indenture and $10.2 billion issued under various predecessor senior indentures. While most of the terms of the predecessor senior indentures and the Indenture are the same, there are several significant differences described under “Repurchase upon change of control triggering event” which could result in different consequences for holders of Debt Securities issued under the predecessor senior indentures and those issued under the Indenture. In addition, other provisions of the Indenture regarding the Limitation on Liens covenant, Events of Default and Guarantees by Subsidiaries have been changed from predecessor senior indentures. For a complete list of predecessor senior indentures, see the exhibit list of 21st Century Fox’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016, filed with the Commission on August 11, 2016.

The Company has appointed The Bank of New York Mellon at its offices at 500 Ross Street, 12th Floor, Pittsburgh, PA 15262, to serve as registrar and paying agent under the Indenture. No service charge will be made for any transfer, exchange or redemption of notes, except in certain circumstances, for any tax or other governmental charge that may be imposed in connection therewith.

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Additional interest

As discussed under the section entitled “The Exchange Offer” under the heading “Purpose of the Exchange Offer,” pursuant to the Registration Rights Agreement, the Company and the Guarantor agreed to file with the Commission a registration statement (the “Exchange Offer Registration Statement”) with respect to the 3.375% notes and the 4.750% notes and to offer to the holders of such notes who are able to make certain representations the opportunity to exchange their notes (the “Exchange Offer”) for notes issued under the Indenture containing terms identical to such holders’ notes (except that the transfer restrictions thereon shall be eliminated). The notes to be issued in the Exchange Offer in exchange for the 3.375% notes are referred to herein as the “3.375% Exchange Notes”, and the notes to be issued in the Exchange Offer in exchange for the 4.750% notes are referred to herein as the “4.750% Exchange Notes” (collectively, the “Exchange Notes”). In the event that the Company and the Guarantor are not permitted to file the Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or SEC Policy or, in certain other circumstances, including if for any reason the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 180 ^th  day after the date the notes are first issued (the “Issue Date”), the Company and the Guarantor will file with the Commission a shelf registration statement with respect to resales of the notes by the holders thereof. The interest rate on the notes is subject to increase under certain circumstances during any period in which the Company and the Guarantor are not in compliance with their obligations under the Registration Rights Agreement. See the section entitled “The Exchange Offer” under the heading “Purpose of the Exchange Offer.”

Ranking

The notes will be direct, unsecured obligations of the Company and will constitute Indebtedness (as defined below) ranking  pari passu  with all other unsecured Indebtedness of the Company which is not by its terms subordinated to the notes. The Guarantee constitutes Indebtedness of the Guarantor and is intended to rank  pari passu  with all other unsecured Indebtedness of such Guarantor which is not by its terms subordinated to the Guarantee.

“Indebtedness” of any Person is defined as, at any date, and without duplication, any obligation for or in respect of: (i) money borrowed (whether or not for cash consideration and whether or not the recourse of the lender is to the whole of the assets of such Person or only a portion thereof) and premiums (if any) and capitalized interest (if any) in respect thereof; (ii) all obligations (if any) with respect to any debenture, bond (other than performance and similar bonds), note, loan, stock or similar instrument (whether or not issued for cash consideration); (iii) liabilities of such Person in respect of any letter of credit (other than in respect of Trade Payables, Programming Liabilities, or royalties), bankers’ acceptance or note purchase facility or any liability with respect to any recourse receivables purchase, factoring or discounting arrangement; (iv) all obligations of such Person with respect to Capitalized Lease Obligations (whether in respect of buildings, machinery, equipment or otherwise); (v) all obligations created or arising under any deferred purchase or conditional sale agreement or arrangement or representing the balance deferred and unpaid of the purchase price of any property that would appear as a liability on a statement of financial positions of such Person prepared in accordance with GAAP (including pursuant to financing leases), except any such balance which represents a Trade Payable, Programming Liability or royalty; (vi) all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any Redeemable Stock of such Person or any warrants, rights or options to acquire such Redeemable Stock valued, in the case of Redeemable Stock, at the greatest amount payable in respect thereof on a liquidation (whether voluntary or involuntary) plus accrued and unpaid dividends; (vii) direct or indirect guarantees of all Indebtedness of other Persons referred to in clauses (i) to (vi) above or legally binding agreements by any Person (a) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered), or (b) otherwise to assure in a legally binding manner any Person to whom Indebtedness is owed against loss; and (viii) all Indebtedness of the types referred to in clauses (i) to (vii) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any

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encumbrance on any asset owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness. The amount of Indebtedness of any Person at any date shall be (without duplication) (i) the outstanding balance at such date of all unconditional obligations as described above and the maximum liability of any such contingent obligations at such date and (ii) in the case of Indebtedness of others secured by a Lien to which the property or assets owned or held by such Person is subject, the lesser of the fair market value at such date of any asset subject to a Lien securing the Indebtedness of others and the amount of the Indebtedness secured. Notwithstanding anything stated herein to the contrary, for purposes of the Indenture, any obligation owed solely between or among members of the 21st Century Fox Consolidated Group shall not constitute “Indebtedness”.

Guarantees

The notes will be unconditionally guaranteed by 21st Century Fox. See “The guarantor of the notes” in the Company’s offering circular relating to the original notes. The Guarantee is intended to rank  pari passu  with 21st Century Fox’s obligations under the Revolving Credit Agreement (as defined in the next sentence), the Bridge Credit Agreement and its obligations under the various senior public debt instruments issued by the Company or 21st Century Fox. The Revolving Credit Agreement means that certain revolving credit agreement, dated as of May 21, 2015, by and among the Company, as borrower, 21st Century Fox, as guarantor, the lenders party thereto, the issuing banks party thereto, JPMorgan Chase Bank, N.A. and Citibank, N.A. as co-administrative agents, JPMorgan Chase Bank, N.A. as designated agent, Bank of America, N.A. as syndication agent, as amended as of December 22, 2016.

Redemption by the Company

Each series of notes is redeemable, as a whole or in part, at the Company’s option, at any time or from time to time, upon notice to the registered address of each holder of such series of notes at least 30 days but not more than 60 days prior to the redemption. Except as provided below, the redemption price will be equal to the greater of (1) 100% of the principal amount of the series of notes to be redeemed and (2) the sum of the present values of the Remaining Scheduled Payments (as defined below) on such series of notes discounted to the date of redemption, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the applicable Treasury Rate (as defined below) plus 20 basis points for the 3.375% notes and 30 basis points for the 4.750% notes. Accrued interest will be paid to the date of redemption. All calculations thereunder shall be made by the Company. On and after August 15, 2026, in the case of the 3.375% notes, and on and after May 15, 2046, in the case of the 4.750% notes (in each case, the “par call date”), the notes are redeemable at the Company’s option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest on the principal amount of such notes being redeemed to such redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third business day immediately preceding that redemption date) of the Comparable Treasury Issue (as defined below), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer (as defined below) as having a maturity comparable to the remaining term of the applicable series of notes, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the applicable series of notes, assuming such series of notes matured on the applicable par call date.

“Comparable Treasury Price” means, with respect to any redemption date, the Reference Treasury Dealer Quotations (as defined below) for that redemption date.

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“Reference Treasury Dealer” means J.P. Morgan Securities LLC and its successor. If the Reference Treasury Dealer shall cease to be a primary U.S. Government securities dealer, the Company will substitute another nationally recognized investment banking firm that is a primary U.S. Government securities dealer.

“Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by the Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding that redemption date.

“Remaining Scheduled Payments” means the remaining scheduled payments of principal and interest on the series of notes that would be due after the related redemption date but for that redemption assuming such series of notes matured on the applicable par call date. If that redemption date is not an interest payment date with respect to the series of notes being redeemed, the amount of the next succeeding scheduled interest payment on such series of notes being redeemed will be reduced by the amount of interest accrued on such series of notes to such redemption date.

On and after the redemption date, interest will cease to accrue on the series of notes being redeemed or any portion of the series of notes called for redemption (unless the Company defaults in the payment of the redemption price and accrued interest). On or before the redemption date, the Company will deposit with a paying agent (or the Trustee) money sufficient to pay the redemption price of and accrued interest on the notes to be redeemed on that date. If less than all of the notes of any series are to be redeemed, the notes to be redeemed shall be selected by the trustee by a method the Trustee deems to be fair and appropriate.

Repurchase upon change of control triggering event

Within 60 days after the occurrence of a Change of Control Triggering Event (as herein defined), the Company will be required to make an offer to purchase each series of notes at a purchase price in cash equal to 101% of the aggregate principal amount of the notes of such series, plus accrued and unpaid interest, if any, to the date of repurchase. The offer (a “Change of Control Offer”) shall be made not later than the 60 ^th  Business Day after the Change of Control Triggering Event.

The Company shall commence a Change of Control Offer by delivering a notice to each holder of the notes stating: (i) that the Change of Control Offer is being made pursuant to a covenant in the Indenture and that all notes validly tendered will be accepted for payment; (ii) the purchase price and the purchase date (which shall be not less than 30 days nor more than 60 days from the date such notice is delivered) (the “Change of Control Payment Date”); (iii) that any notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (iv) that holders electing to have notes purchased pursuant to the Change of Control Offer will be required to surrender the notes to the paying agent at the address specified in the notice prior to the close of business on the Change of Control Payment Date; (v) that holders will be entitled to withdraw their tender of notes on the terms and conditions set forth in such notice which will allow any holder to withdraw notes if they notify the Trustee prior to the Change of Control Payment Date; and (vi) that holders who elect to require that only a portion of the notes held by them be repurchased by the Company will be issued new notes equal in principal amount to the unpurchased portion of the notes surrendered. No notes will be purchased from any holder of notes who does not tender any notes pursuant to the Change of Control Offer.

On the Change of Control Payment Date, the Company shall (i) accept for payment tendered notes or portions thereof pursuant to the Change of Control Offer, (ii) deposit with the paying agent cash in same-day funds sufficient to pay the purchase price of notes or portions thereof so accepted and (iii) deliver, or cause to be delivered, to the Trustee notes so accepted. The paying agent shall promptly make available to the holders of notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate

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and make available for delivery to such holders a new security of the same class equal in principal amount to any unpurchased portion of notes surrendered. The Company will publicly announce the results of the Change of Control Offer as soon as practicable after the Change of Control Payment Date. For purposes of this covenant, the Trustee shall act as the paying agent.

This covenant is intended to allow the holders of notes the option of having their notes purchased in the event that someone other than members of the Murdoch Family (as herein defined) acquires a majority of the voting interest of 21st Century Fox and a Rating Decline (as herein defined) occurs shortly thereafter.

21st Century Fox and its Subsidiaries will comply with the appropriate provisions of the Exchange Act, including Rule 14e-1, in the event of a Change of Control Offer. The Change of Control purchase feature of the notes may in certain circumstances make more difficult or discourage a takeover of 21st Century Fox and, thus, the removal of incumbent management. The Change of Control purchase feature, however, is not the result of management’s knowledge of any specific effort to accumulate Class B Common Stock of 21st Century Fox or to obtain control of 21st Century Fox by means of a merger, tender offer, solicitation or otherwise, or part of a plan by management to adopt a series of anti-takeover provisions. Instead, the Change of Control purchase feature is a standard term contained in other offerings of debt securities of other issuers containing features corresponding to the terms of the notes.

The Company’s ability to repurchase the notes upon a Change of Control Triggering Event will depend upon the availability of cash sufficient to pay the purchase price and upon the terms of its and 21st Century Fox’s then existing loan agreements and indentures. If a Change of Control were to occur, there can be no assurance that the Company would have funds sufficient to pay the Change of Control purchase price for all of the notes that might be delivered by holders seeking to exercise the purchase right. In addition, the Revolving Credit Agreement and the Bridge Credit Agreement, to which 21st Century Fox, the Company and certain of their Affiliates are parties, could restrict the ability of the Company to repurchase the notes upon a Change of Control. The ability of the Company to repurchase the notes upon a Change of Control will depend upon the principal amount of the notes required to be repurchased, the limitations imposed by the covenants (whether contained in the Revolving Credit Agreement, the Bridge Credit Agreement or otherwise) then in effect and, if required, the consent by the banks representing a majority of the outstanding indebtedness under the Revolving Credit Agreement.

“Change of Control” shall mean the occurrence of the following: any person (as the term “person” is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) other than 21st Century Fox, any Subsidiary of 21st Century Fox, any employee benefit plan of either 21st Century Fox or any Subsidiary of 21st Century Fox, or the Murdoch Family, becomes the beneficial owner of 50% or more of the combined voting power of 21st Century Fox’s then outstanding common stock entitled to vote generally for the election of directors (“Voting Securities”).

“Change of Control Triggering Event” shall mean a Change of Control and a Rating Decline.

“Investment Grade” is defined as a rating of BBB- or higher by Standard & Poor’s Corporation and its successors (“S&P”) or a rating of Baa3 or higher by Moody’s Investors Service, Inc. and its successors (“Moody’s”) or the equivalent of such ratings.

“Murdoch Family” shall mean K. Rupert Murdoch, his wife, children, or brothers or sisters or children of brothers or sisters, or grandchildren, grand nieces and grand nephews and other members of his immediate family or any trust or any other entity directly or indirectly controlled by one or more of the members of the Murdoch Family described above (“controlled entities”). A trust shall be deemed controlled by the Murdoch Family if the majority of the trustees are members of the Murdoch Family or can be removed or replaced by any one or more members of the Murdoch Family or the controlled entities.

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“Rating Agencies” is defined as (i) S&P and (ii) Moody’s or (iii) if S&P or Moody’s or both shall not make a rating of the notes publicly available, a nationally recognized securities rating agency or agencies, as the case may be, selected by 21st Century Fox, which shall be substituted for S&P or Moody’s or both, as the case may be, so that there shall always be two nationally recognized securities rating agencies rating the notes.

“Rating Category” is defined as (i) with respect to S&P, any of the following categories: BB, B, CCC, CC, C and D (or equivalent successor categories); (ii) with respect to Moody’s, any of the following categories: Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (iii) the equivalent of any such category of S&P or Moody’s used by another Rating Agency. In determining whether the rating of the notes has decreased by one or more gradations, gradations within Rating Categories (+ and – for S&P; 1, 2 and 3 for Moody’s; or the equivalent gradations for another Rating Agency) shall be taken into account (e.g., with respect to S&P, a decline in a rating from BB+ to BB, as well as from BB– to B+, will constitute a decrease of one gradation).

“Rating Date” is defined as the date which is 90 days prior to the earlier of, (i) a Change of Control or (ii) public notice of the occurrence of a Change of Control or of the intention by 21st Century Fox to effect a Change of Control.

“Rating Decline” is defined as the occurrence of the following on, or within 90 days after the earlier of, (i) the occurrence of a Change of Control or (ii) public notice of the occurrence of a Change of Control or the intention by 21st Century Fox to effect a Change of Control (which period shall be extended so long as the rating of the notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies), (a) in the event the notes are rated by either Rating Agency on the Rating Date as Investment Grade, the rating of the notes shall be reduced so that the notes are rated below Investment Grade by both Rating Agencies, or (b) in the event the notes are rated below Investment Grade by both Rating Agencies on the Rating Date, the rating of the notes by both Rating Agencies shall be decreased by one or more gradations (including gradations within Rating Categories as well as between Rating Categories).

As of December 31, 2016, there were approximately $10.2 billion of Debt Securities issued under various predecessor senior indentures which contain change of control provisions different than those set forth herein. Under the terms of those predecessor senior indentures, Change of Control is defined as “the occurrence of the following: any person (as the term “person” is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) other than 21st Century Fox, any Subsidiary of 21st Century Fox, any employee benefit plan of either 21st Century Fox or any Subsidiary of 21st Century Fox, or the Murdoch Family, becomes the beneficial owner of the greater of (A) 30% or more of the Voting Securities; and (B) if the Murdoch Family is the beneficial owner of, or has the right to vote, more than 30% of the Voting Securities, a percentage of Voting Securities greater than the percentage of Voting Securities so owned or voted by the Murdoch Family.” Also, under those predecessor senior indentures, “Rating Decline” was defined as the occurrence of the following on, or within 90 days after the earlier of, (i) the occurrence of a Change of Control or (ii) public notice of the occurrence of a Change of Control or the intention by 21st Century Fox to effect a Change of Control (which period shall be extended so long as the rating of the notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies), (a) in the event the notes are rated by either Rating Agency on the Rating Date as Investment Grade, the rating of the notes shall be reduced so that the notes are rated below Investment Grade by both Rating Agencies, or (b) in the event the notes are rated below Investment Grade by both Rating Agencies on the Rating Date, the rating of the notes by either Rating Agency shall be decreased by one or more gradations (including gradations within Rating Categories as well as between Rating Categories). Because of the difference in this definition from that in the Indenture pursuant to which the 3.375% notes and the 4.750% notes are being issued, there may be circumstances where the Company is required to offer to repurchase notes issued under predecessor senior indentures and not the 3.375% or the 4.750% notes.

Successor corporation

Neither 21st Century Fox nor the Company shall consolidate with or merge with or into or sell, assign or lease all or substantially all of its properties and assets as an entirety to any person (other than its Subsidiary), or

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permit any person (other than its Subsidiary) to merge with or into 21st Century Fox or the Company unless: (i) 21st Century Fox or the Company shall be the continuing person, or the person (if other than 21st Century Fox or the Company) formed by such consolidation or into which 21st Century Fox (or the Company) is merged or to which the properties and assets of 21st Century Fox (or the Company), substantially as an entirety, are transferred shall (a) be a corporation organized and existing under the laws of the United States or any state thereof or the District of Columbia and shall (b) expressly assume, by supplemental indentures executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of 21st Century Fox (or the Company) under the notes and the Indenture, and the Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction, no Event of Default and no Default shall have occurred and be continuing.

In connection with any consolidation, merger or transfer contemplated hereby, 21st Century Fox shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and the supplemental indenture, if any, in respect thereto comply with these “Successor Corporation” provisions and that all conditions precedent herein provided for relating to such transactions have been complied with.

Upon any consolidation or merger or any transfer of all or substantially all of the assets of 21st Century Fox or the Company in accordance with the foregoing, the successor corporation formed by such consolidation or into which 21st Century Fox or the Company is merged or to which such transfer is made, shall succeed to, and be substituted for, and may exercise every right and power of 21st Century Fox or the Company under the Indenture with the same effect as if such successor corporation had been named as 21st Century Fox or the Company therein; and thereafter, except in the case of a lease transaction of substantially all of its property and assets, 21st Century Fox or the Company shall be discharged from its obligations under the debt securities and the Indenture.

Waiver, modification and amendment

The holders of a majority in principal amount of the notes may waive certain past Defaults with respect to the notes. The holders of a majority in aggregate principal amount of the Outstanding Debt Securities of each series affected may waive the Company’s and the Guarantor’s compliance with certain restrictive provisions.

Modification and amendment of the Indenture may be made by the Company, the Guarantor and the Trustee with the written consent (i) of the holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities, or (ii) in case less than all of the several series of Debt Securities then Outstanding are affected by the modification or amendment, the holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of each series so affected, voting as a single class, provided that no such modification or amendment may, without the consent of the holders of each Debt Security affected thereby: (a) change the Stated Maturity of the principal of, or any installment of principal of, or interest on, any Debt Security; (b) reduce the principal amount of, or the rate of interest, if any, on, or any premium payable upon the redemption of, any Debt Security; (c) change the place or currency of payment of principal of, or premium or interest on, any Debt Security; (d) impair the right to institute suit for the enforcement of any payments on, or with respect to, any Debt Security; or (e) reduce the percentage in aggregate principal amount of the Outstanding Debt Securities of any particular series specified in this or the preceding paragraph. Any modification or amendment which changes or eliminates any covenant or other provision of the Indenture which has expressly been included solely for the benefit of one or more particular series of Debt Securities, or which modifies the rights of the holders of Debt Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under the applicable indenture of the holders of Debt Securities of any other series.

Events of default

The following events are Defaults under the Indenture: (a) failure to pay the principal of (or premium, if any, on) the applicable series of notes when due; (b) failure to pay any interest installment on the applicable

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series of notes when due, continued for 30 days; (c) failure to pay the deposit of any sinking fund payment, when and as due by the terms of the applicable series of notes; (d) failure of the Company, 21st Century Fox or any Guarantor to perform any other covenant under the Indenture (other than a covenant included in the Indenture solely for the benefit of a series of Debt Securities other than the 3.375% notes and the 4.750% notes), continued for 90 days after written notice and (e) certain events of bankruptcy, insolvency or reorganization of 21st Century Fox, the Company or any Significant Subsidiary of 21st Century Fox. Notwithstanding anything to the contrary contained herein, the Company, 21st Century Fox and any other Guarantor will not be deemed to have failed to comply with any of its obligations under the SEC reporting covenant in the Indenture until 120 days after the date any such report or document is due to the trustee or the holders.

If an Event of Default, other than an Event of Default as a result of certain events of bankruptcy, insolvency or reorganization, with respect to Outstanding Securities of any series shall occur and be continuing, then and, in every such case, the holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series may declare the principal amount of all of the Securities of that series and accrued interest immediately due and payable by a notice in writing to the Company and to the Trustee. If an event of default occurs and is continuing as a result of certain events of bankruptcy, insolvency or reorganization, the principal amount and interest, if any, of all the debt securities of that series automatically will become immediately due and payable without any declaration or other act on the part of the Trustee or any holder of such securities. At any time after a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may, in certain circumstances, rescind and annul such declaration (except an acceleration due to a default in payment of the interest on any security).

The Trustee will give notice to holders of the notes of any continuing default known to the Trustee within 90 days after it becomes so known unless such default shall have been cured or waived; however, the Trustee may withhold such notice of default, other than a payment default, if it determines in good faith that withholding the notice is in the interests of the holders.

No holder of any notes shall have any right to institute any proceeding with respect to the Indenture or the notes or for any remedy thereunder, unless such holder previously shall have given to the Trustee written notice of a default with respect to such holder’s notes and unless also the holders of not less than 25% of the principal amount of Outstanding Securities of the applicable series of notes shall have made written request upon the Trustee, and have offered to the Trustee indemnity satisfactory to it, to institute such proceeding as Trustee, and the Trustee shall not have received direction inconsistent with such request in writing by the holders of a majority in principal amount of Outstanding Securities and shall have neglected or refused to institute such proceeding within 60 days. However, the right of any holder of any note to enforce the payment of principal and interest, if any, due on such note on or after the dates expressed in such note, may not be impaired or affected.

The Indenture includes a covenant requiring certain officers of the Company to furnish to the Trustee annually a statement as to whether, to their knowledge, the Company is in default under the Indenture and, if so, specifying all such known Defaults.

As discussed above, as of December 31, 2016, there were approximately $10.2 billion of Debt Securities issued under various predecessor senior indentures which contain event of default provisions different than those set forth herein. Under the terms of those predecessor senior indentures events of default included (a) an event of default on any other Indebtedness for borrowed money of 21st Century Fox or any of its Subsidiaries having an aggregate amount outstanding in excess of $100 million which has caused the holders thereof to declare such Indebtedness due and payable in advance of its scheduled maturity; (b) failure to pay at stated maturity (and the expiration of any grace period) any other Indebtedness for borrowed money of 21st Century Fox or any of its Subsidiaries in excess of $100 million; and (c) final judgments for the payment of money which in the aggregate exceed $250 million rendered against 21st Century Fox or any Restricted Subsidiary by a court and that remain unstayed or undischarged for a period of 60 days. It is important to note that the Indenture defining the 3.375% notes and the 4.750% notes does not include these event of default provisions.

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Discharge and defeasance

The Indenture provides that the Company may satisfy and discharge obligations thereunder with respect to the notes of any series by delivering to the Trustee for cancellation all notes of the series or depositing with the Trustee, after the notes have become due and payable, or will become due and payable within one year or will be called for redemption within one year, cash sufficient to pay at stated maturity or redemption all of the notes of the series and all other sums payable under the Indenture with respect to the series.

The Indenture provides with respect to any series of notes that the Company may elect either (A) to defease and be discharged from any and all obligations with respect to any series of the notes (except as otherwise provided in the Indenture) (“defeasance”) or (B) to be released from certain of its obligations with respect to such series of the notes described under “Certain Covenants,” and “Repurchase Upon Change of Control Triggering Event” (“covenant defeasance”), in each case upon the irrevocable deposit with the Trustee, in trust for such purpose, of money, and/or U.S. Government Obligations or Foreign Government Securities (each as defined in the Indenture) which through the payment of principal and interest in accordance with their terms will provide money, in an amount sufficient to pay the principal of (and premium, if any), and interest on, such series of the notes on the scheduled due dates therefor and the satisfaction of certain other conditions.

Regarding the trustee

The Indenture provides that, except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in such Indenture. The Trustee is The Bank of New York Mellon, 500 Ross Street, 12th Floor, Pittsburgh, PA 15262.

The Indenture and provisions of the Trust Indenture Act of 1939, as amended, contain limitations on the rights of the Trustee, should it become a creditor of the Company or a Guarantor, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The Trustee is permitted to engage in other transactions;  provided, however , that if it acquires any conflicting interest it must eliminate such conflict upon the occurrence of a Default or must resign.

The Trustee will perform only those duties that are specifically set forth in the Indenture, unless an event of default occurs and is continuing. In case an event of default occurs and is continuing, the Trustee will exercise the same degree of care and skill as a prudent individual would exercise in the conduct of his or her own affairs. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request or direction of any of the holders pursuant to the Indenture, unless such holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

Certain covenants

Guarantees by Subsidiaries.  To the extent that after the date of the Indenture any Subsidiary issues any guarantee of any Public Debt in excess of $100 million and such Subsidiary is not thereafter released from such guarantee within ten Business Days, the Indenture requires that such Subsidiary guarantee the notes on a  pari passu  basis if such Public Debt is senior indebtedness and on a senior basis if such Public Debt is subordinated indebtedness.

Limitation on Liens.  Neither 21st Century Fox nor any Subsidiary will create, assume, incur or suffer to exist any Lien on or with respect to any of its properties to secure Indebtedness unless contemporaneously therewith or prior thereto the Securities are equally and ratably secured for so long as such other Indebtedness shall be so secured, except for Permitted Encumbrances.

Governing Law

The Indenture and the notes will be governed by and construed in accordance with the laws of the State of New York.

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Certain definitions

Set forth below is a summary of certain of the defined terms used herein or in the Indenture. Reference is made to the Indenture for the full definition of all terms.

“21st Century Fox Consolidated Group” is defined as 21st Century Fox and its Subsidiaries which are consolidated under GAAP. The Indenture uses the term “News Consolidated Group.”

“Affiliate” of any specified Person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person;  provided that any Person that would be an Affiliate solely by reason of the fact that a director or officer of such Person is also a director or officer of a member of 21st Century Fox or its Subsidiaries shall be deemed not to be an Affiliate for purposes of this definition. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Capital Stock” of any Person is defined as any and all shares, interests, participations or other equivalents (however designated) of capital stock and any rights (other than loan stock or debt securities convertible into capital stock), warrants or options to acquire such capital stock.

“Content” means all print, audio, visual and other content and information available for publication, distribution, broadcast, transmission or any other form of delivery for exploitation on any form of media or medium of communication, whether now known or hereafter discovered or created.

“Default” is defined as any event, act or condition which is, or after notice or passage of time or both would be, an Event of Default.

“Film Special Purpose Vehicle” means any Special Purpose Vehicle established for the sole purpose of financing, producing, distributing, acquiring, marketing, licensing, syndicating, publishing, transmitting or other exploitation of Content.

“Foreign Government Securities” is defined as, with respect to securities and coupons, if any, of any series that are denominated in a foreign currency, securities that are (i) direct obligations of the government that issued such currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such government (the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of such government) which, in either case under clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof.

“GAAP” is defined as generally accepted accounting principles as applied in the United States set forth in Accounting Standards Codification of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are applicable as of the date of determination, provided that the definitions contained in the Indenture and all ratios and calculations under the covenants described therein shall be determined in accordance with GAAP as in effect on the date of the applicable indenture.

“Lien” is defined as any lien, security interest, or other charge or encumbrance of any kind, including without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

“Original Issue Discount Debt Security” is defined as any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof.

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“Outstanding” is defined as, as of the date of determination, all Debt Securities theretofore authenticated and delivered under the Indenture, except: (i) Debt Securities for whose payment or redemption (a) money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the holders of such Debt Securities or (b) U.S. Government Obligations or Foreign Government Securities as contemplated by the section of the Indenture governing satisfaction, discharge and defeasance of Debt Securities in the necessary amount have been theretofore deposited with the Trustee in trust for the holders of such Debt Securities in accordance with such section; provided that, if such Debt Securities are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture or provision therefor satisfactory to the Trustee has been made; and (ii) Debt Securities which have been paid pursuant to the section of the Indenture governing mutilated, destroyed, lost and stolen securities or in exchange for or in lieu of which other Debt Securities have been authenticated and delivered pursuant to the Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Debt Securities are held by a bona fide purchaser in whose hands such Debt Securities are valid obligations of the Company;  provided, however , that in determining whether the holders of the requisite principal amount of the Outstanding Debt Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of any Original Issue Discount Securities that shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to the section of the Indenture governing acceleration, the principal amount of a Debt Security denominated in a foreign currency or currencies shall be deemed to be that amount of dollars that could be obtained for such principal amount on the basis of the spot rate of exchange for such foreign currency or such currency unit as determined by the Company or by an authorized exchange rate agent, and Debt Securities owned by the Company or any other obligor upon the Debt Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Debt Securities which the Trustee knows to be so owned shall be so disregarded. Debt Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Debt Securities and that the pledgee is not the Company or any other obligor upon the Debt Securities or any Affiliate of the Company or of such other obligor.

“Permitted Encumbrance” means any of the following: (i) any Lien which arises in favor of an unpaid seller in respect of goods, plant or equipment sold and delivered to any member of the 21st Century Fox Consolidated Group in the ordinary course of its business until payment of the purchase price for such goods or plant or equipment or any other goods, plant or equipment previously sold and delivered by that seller (except to the extent that such Lien secures Indebtedness or arises otherwise than due to deferment of payment of purchase price); (ii) Liens arising by operation of law, including Liens for taxes, assessments and governmental charges or levies that are either (a) not yet overdue or (b) being contested in good faith and by appropriate proceedings and as to which appropriate reserves are being maintained; (iii) any Lien or pledge created or subsisting in the ordinary course of business over documents of title, insurance policies or sale contracts in relation to commercial goods to secure the purchase price thereof; (iv) any Lien with respect to a cash deposit which secures the payment or reimbursement obligation in favor of any financial institution or government in connection with any letter of credit, guarantee or bond, issued by or, as the case may be, granted to any financial institution, or government, in respect of any amount payable by any member of the 21st Century Fox Consolidated Group pursuant to any agreement or arrangement (other than in respect of Indebtedness for borrowed money) entered into by any member of the 21st Century Fox Consolidated Group; (v) any Lien with respect to a cash deposit which is deposited in an account with any financial institution or firm of lawyers or title company to be held in escrow in such account pursuant to any agreement or arrangement (other than in respect of Indebtedness for borrowed money); (vi) Liens on property purchased after the date of the Indenture provided that (A) any such Lien (x) is created solely for the purpose of securing Indebtedness incurred to finance the cost (including the cost of construction) of the item of property subject thereto and such Lien is created prior to, at the time of, or within 270 days after the later of, the acquisition, the completion of construction or the commencement of the full

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operation of such property, or for the purpose of securing Indebtedness incurred to refinance any Indebtedness previously so secured or (y) existed on such property at the time of its acquisition (other than Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property), (B) the principal amount of Indebtedness secured by any Lien described in clause (A)(x) does not exceed 100% of such cost, and (C) such Lien does not extend to or cover any other property other than such item or property and any improvements on such item; (vii) any Lien with respect to any asset (including, without limitation, securities, documents of title and source codes), to the extent arising from the delivery of such asset to any financial institution, firm of lawyers, title company or other entity which holds assets in escrow or custody, to be held in escrow pursuant to any agreement or arrangement granted in the ordinary course of business; (viii) statutory Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other like Liens arising in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate proceedings, if a reserve or other appropriate provision has been made; (ix) easements, rights of way and other encumbrances on title to real property that do not materially adversely affect the use of such property for its present purposes; (x) pledges or deposits in connection with worker’s compensation, unemployment insurance and other social security legislation; (xi) Liens existing on the date of the Indenture; (xii) Liens permitted to finance receivables (including pursuant to a receivables sales agreement) arising in the ordinary course of business; (xiii) Liens on assets of Film Special Purpose Vehicles securing Indebtedness incurred for the purpose of effecting Permitted Film Financings; (xiv) Liens created in favor of (x) a producer or supplier of Content or (y) any other Person in connection with the financing of the production, distribution, acquisition, marketing, licensing, syndication, publication, transmission and/or other exploitation of Content, in each case above on or with respect to distribution revenues and/or distribution rights which arise from or are attributable to such Content; (xv) Liens under construction, performance and similar bonding arrangements entered into in the ordinary course of business; (xvi) in the case of a Person becoming a member of the 21st Century Fox Consolidated Group after the date of the Indenture, any Lien with respect to the assets of such Person at the time it became a member of the 21st Century Fox Consolidated Group,  provided  that such Lien is not created in contemplation of, or in connection with, such Person becoming a member of the 21st Century Fox Consolidated Group; (xvii) Liens created by members of the 21st Century Fox Consolidated Group in favor of other members of the 21st Century Fox Consolidated Group; (xviii) Liens not otherwise permitted herein which do not, in the aggregate, exceed 15% of the Tangible Assets of the 21st Century Fox Consolidated Group; provided that any such Lien is not otherwise prohibited under the Indenture; and (xix) any extension, renewal or replacements of any of the Liens referred to in clauses (i) through (xviii) above,  provided  that the renewal, extension or replacements is limited to all or part of the property securing the original Lien or any replacement of such property and  further provided  that in the case of sub-clauses (i) and (iii) of this definition, there is no default in the underlying obligation secured by such encumbrance or such obligation is being contested in good faith and by appropriate proceedings.

“Permitted Film Financing” means debt and equity financing arrangements with third parties for the financing, production, distribution, acquisition, marketing, licensing, syndication, publishing, transmission or other exploitation of Content by any Person in which any interest held by a member of the 21st Century Fox Consolidated Group is held through a Film Special Purpose Vehicle and as to which neither 21st Century Fox nor its Subsidiaries has incurred any Indebtedness other than through such Film Special Purpose Vehicle.

“Person” means any individual, partnership, corporation, joint venture, limited liability company, trust or other entity, or government or any agency or political subdivision thereof.

“Programming Liabilities” means all obligations incurred in the ordinary course of business to finance, produce, distribute, acquire, market, license, syndicate, publish, transmit or otherwise exploit Content, other than any such obligations for Indebtedness described in clause (i) of the definition of Indebtedness and guaranties of such Indebtedness.

“Public Debt” means any Indebtedness of the Company and 21st Century Fox (other than the Securities) that is registered pursuant to a registration statement filed with the Commission or any comparable national or

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state regulatory or governmental body in any jurisdiction of the United States or otherwise, plus any Indebtedness that any member of the 21st Century Fox Consolidated Group has issued and provided registration rights to the holders of such privately placed securities in connection with such issuance other than the Securities.

“Redeemable Stock” is defined as any equity security that by its terms or otherwise is required to be redeemed prior to the maturity of the Securities or is redeemable at the option of the holder thereof at any time prior to maturity of the Securities.

“Securities” means any debt securities authenticated and delivered under the Indenture.

“Special Purpose Vehicle” means a Person that is, or was, established: (a) with a separate legal identity and limited liability; (b) as a member of the 21st Century Fox Consolidated Group; and (c) for the sole purpose of a single transaction, or series of related transactions, and that has no assets and liabilities other than those directly acquired or incurred in connection with such transaction(s).

“Subsidiary” is defined as, with respect to any Person, (i) a corporation a majority of whose issued and outstanding capital stock, voting shares or ordinary shares having ordinary voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such Person, by one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries thereof or (ii) any other Person (other than a corporation) in which such Person, one or more Subsidiaries thereof or such Person and one or more Subsidiaries thereof, directly or indirectly, at the date of determination thereof has at least a majority ownership interest and the power to direct the policies, management and affairs thereof. For purposes of this definition, any director’s qualifying shares or investments by foreign nationals mandated by applicable law shall be disregarded in determining the ownership of a Subsidiary.

“Tangible Assets” of any Person is defined as, as of any date, the amount of total assets of such Person and its subsidiaries on a consolidated basis at such date minus goodwill, trade names, patents, unamortized debt discount expense and other like intangibles, all determined in accordance with GAAP.

The summary herein of certain provisions of the Indenture, including the defined terms therein, does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Indenture, a copy of which will be made available to prospective purchasers of the notes upon request to the Company.

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