prex10_1.htm


    


    Exhibit
      10.1

     

     

    


    


    


    


    


     

    VOTING
      AND SUPPORT AGREEMENT

    


    


     

    BY
      AND
      AMONG

     

    NEWS CORPORATION
      AND

     

    THE
      SIGNATORY STOCKHOLDERS

     

     

    Dated
      as
      of July 31, 2007

     

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    VOTING
      AND SUPPORT AGREEMENT

     

     

    This
      VOTING AND SUPPORT AGREEMENT (this "Agreement") is entered into as of
      July 31, 2007 by and among News Corporation, a Delaware corporation
      ("Parent") and the persons executing this Agreement as "Stockholders" on
      the signature page hereto (collectively, the "Stockholders" and each
      individually, a "Stockholder").

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      as of the date of this Agreement, each Stockholder "beneficially owns" (as
      such
      term is defined in Rule 13d-3 promulgated under the Securities Exchange Act
      of
      1934, as amended) and is entitled to dispose of (or to direct the disposition
      of) and/or to vote (or to direct the voting of) the number of shares of common
      stock, par value $1.00 per share (the "Common Stock"), of Dow Jones &
Company, Inc., a Delaware corporation (the "Company") and the number of
      shares of Class B common stock, par value $1.00 per share (the "Class B
      Common Stock," and together with the Common Stock, the "Company
      Shares") of the Company set forth opposite such Stockholder's name on
      Schedule I hereto (such Company Shares, together with any other Company Shares
      the voting power over which is acquired by any Stockholder in the capacity
      in
      which the Stockholder is executing this Agreement during the period from and
      including the date of this Agreement up to the termination of this Agreement
      in
      accordance with its terms (such period, the "Voting Period"), are
      collectively referred to herein as the "Subject Shares");

     

    WHEREAS,
      it is intended that the combination of Parent and the Company pursuant to the
      terms of that certain Agreement and Plan of Merger, dated July 31, 2007, between
      the Company, Parent, Ruby Newco LLC, a Delaware limited liability company
      (“Ruby Newco”), and Diamond Merger Sub Corporation, a Delaware
      corporation (as the same may be amended, the "Merger Agreement") shall be
      effected through the merger of Ruby Merger Sub with and into the Company (the
      "Merger"), at which time the separate existence of Diamond Merger Sub
      Corporation shall cease, and the Company shall be the surviving entity of the
      Merger (the "Surviving Corporation"); and

     

    WHEREAS,
      as a condition to the willingness of Parent, Ruby Newco, Diamond Merger Sub
      Corporation and the Company to enter into the Merger Agreement, and as an
      inducement and in consideration therefor, each Stockholder is executing this
      Agreement.

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual premises,
      representations, warranties, covenants and agreements contained herein, the
      parties hereto, intending to be legally bound, hereby agree as
      follows:

     

     

    
      
        
        

      

      
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    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.1  Capitalized
      Terms.  For
      purposes of this Agreement, capitalized terms used and not defined herein shall
      have the respective meanings ascribed to them in the Merger
      Agreement.

     

    ARTICLE
      II

     

    VOTING
      AGREEMENT

     

    Section
      2.1  Agreement
      to Vote the Subject Shares.  Each
      Stockholder hereby agrees that, during the Voting Period, at any duly called
      meeting of the stockholders of the Company (or any adjournment or postponement
      thereof), and in any action by written consent of the stockholders of the
      Company, such Stockholder shall, if a meeting is held, appear at the meeting,
      in
      person or by proxy, or otherwise cause its Subject Shares to be counted as
      present thereat for purposes of establishing a quorum, and it shall vote or
      consent (or cause to be voted or consented), in person or by proxy, all its
      Subject Shares (x) in favor of the adoption of the Merger Agreement, the Merger
      and the other transactions contemplated by the Merger Agreement (and any actions
      required in furtherance thereof), (y) against any action, proposal, transaction
      or agreement that would result in a breach in any respect of any covenant,
      representation or warranty or any other obligation or agreement of the Company
      contained in the Merger Agreement or of any Stockholder contained in this
      Agreement, and (z) except with the written consent of Parent, against the
      following actions or proposals (other than the transactions contemplated by
      the
      Merger Agreement):  (i) any Diamond Acquisition Proposal (other than a
      Diamond Acquisition Proposal by Parent or its Affiliates); or (ii) any other
      action or proposal, involving the Company or any Diamond Subsidiary that would
      reasonably be expected to prevent or materially impede, interfere with, delay,
      postpone or adversely affect the transactions contemplated by the Merger
      Agreement, including the Merger. Each Stockholder agrees, during
      the Voting Period, not to enter into any agreement or commitment with any Person
      to vote, grant a proxy or grant a power of attorney, or participate, directly
      or
      indirectly, in the “solicitation” of any “proxies” or consents (as such terms
      are used in the rules of the Securities and Exchange Commission) from any Person
      to vote in a manner which would be inconsistent with or violative of the
      provisions and agreements contained in this Article II.

     

    Section
      2.2  Effect
      of Company Breach.  For
      the avoidance of doubt, each Stockholder agrees that, during the Voting Period,
      the obligations of each Stockholder specified in Section 2.1 shall not be
      affected by (i) any Recommendation Withdrawal (other than a public announcement
      by the Company board of directors expressly withdrawing its recommendation
      that
      the stockholders of the Company adopt the Merger Agreement (a “Qualifying
      Recommendation Change”)); it being understood that the delivery by the
      Company of a Superior Proposal Notice pursuant to Section 5.3(c) of the Merger
      Agreement shall not, in and of itself, constitute a Recommendation Withdrawal;
      or (ii) any breach by the Company of any of its representations, warranties,
      agreements or covenants set forth in the Merger Agreement.

     

    ARTICLE
      III

     

    COVENANTS

     

    Section
      3.1  Generally.

     

    (a)  Each
      Stockholder agrees that during the Voting Period, except as contemplated by
      the
      terms of this Agreement and except as set forth on Schedule I, it shall not,
      without the Parent's prior written consent, offer for sale, sell (including
      short sales), transfer, tender, pledge, encumber, assign or otherwise dispose
      of
      (including by gift) (collectively, a 

     

     

    
      
        
        

      

      
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      	"Transfer"),
              or enter into any contract, option, derivative, hedging or other agreement
              (including any profit-sharing arrangement) with respect to, or consent
              to,
              a Transfer of, any or all of the Subject
              Shares.


    

     

    (b)  In
      the
      event of a stock dividend or distribution, or any change in the Company Shares
      by reason of any stock dividend or distribution, split-up, recapitalization,
      combination, conversion, exchange of shares or the like, the term "Subject
      Shares" shall be deemed to refer to and include the Subject Shares as well
      as
      all such stock dividends and distributions and any securities into which or
      for
      which any or all of the Subject Shares may be changed or exchanged or which
      are
      received in such transaction.

     

    (c)  Each
      Stockholder agrees that it shall authorize and request the Company to notify
      its
      transfer agent that there is a stop transfer order with respect to all of the
      Subject Shares (subject to any exceptions set forth herein) and that this
      Agreement place limits on the voting of the Subject Shares.

     

    (d)  If
      so
      requested by the Parent or Company, each Stockholder agrees that the
      certificates representing the Subject Shares shall bear a legend stating that
      the Subject Shares are subject to this Agreement.

     

    Section
      3.2  Standstill
      Obligations of the Stockholders.  Each
      Stockholder, severally and not jointly, covenants and agrees with Parent that,
      during the Voting Period:

     

    (a)  Such
      Stockholder shall not, nor shall such Stockholder act in concert with any Person
      to, deposit any of the Subject Shares in a voting trust or subject any of the
      Subject Shares to any agreement with any Person with respect to the voting
      of
      the Subject Shares, except as provided by Article II of this
      Agreement.

     

    (b)  Such
      Stockholder shall not, nor shall such Stockholder act in concert with any Person
      to, directly or indirectly, initiate or solicit (including, in each case, by
      way
      of furnishing non-public information) the submission of any inquiries or the
      making of any proposal or offer that constitutes, or would reasonably be
      expected to lead to, a Diamond Acquisition Proposal, or engage in any
      discussions or negotiations with a Person or Persons who have made, or, to
      the
      Stockholder's knowledge, are actively considering making a Diamond Acquisition
      Proposal, or their respective Representatives with respect to any Diamond
Acquisition
      Proposal or otherwise knowingly cooperate with or knowingly assist or
      participate in any such inquiries, proposals, discussions or
      negotiations.

     

    (c)  Without
      limitation to the foregoing and subject to Section 3.2(e), promptly after
      receipt by such Stockholder of any Diamond Acquisition Proposal or proposal
      that
      would reasonably be expected to lead to a Diamond Acquisition Proposal from
      a
      Person or a group of related Persons, such Stockholder shall promptly (or shall
      promptly request the Company board of directors to) provide Parent with written
      notice of the identity of the Person or Persons making such Diamond Acquisition
      Proposal or any proposal that would reasonably be expected to lead to a Diamond
      Acquisition Proposal and the material terms and conditions thereof.

     

     

    
      
        
        

      

      
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    (d)  Such
      Stockholder shall cease immediately and cause to be terminated any and all
      existing discussions, conversations, negotiations and other communications
      with
      any Persons conducted heretofore with respect to, or that would reasonably
      be
      expected to lead to, a Diamond Acquisition Proposal.

     

    (e)  Notwithstanding
      the foregoing, in the event that the Company board of directors exercises its
      right (i) to enter into discussions or negotiations with a Third Party in
      compliance with Section 5.3(b) of the Merger Agreement and/or (ii) to provide
      information to a Third Party in compliance with Section 5.3(b) of the Merger
      Agreement, then each Stockholder (including with representatives) may
      participate in discussions or negotiations with such Third Party and/or provide
      information to such Third Party; provided, that any action taken by any
      such Stockholder shall be taken only in coordination with the Company board
      of
      directors.

     

    (f)  Parent
      acknowledges that each Stockholder is signing this Agreement solely in such
      Stockholder's capacity as a stockholder of the Company and is not making any
      agreement herein in his, her or its capacity as a director of the Company and
      nothing contained herein shall limit or affect any actions taken by any
      Stockholder, in his, her or its capacity as a director of the
      Company.

     

    ARTICLE
      IV

     

    REPRESENTATIONS
      AND WARRANTIES OF EACH STOCKHOLDER

     

    Each
      Stockholder hereby represents and warrants, severally and not jointly, to Parent
      as follows:

     

    Section
      4.1  Due
      Organization.  The
      Stockholder that is a corporation, limited liability company, partnership,
      trust
      or other entity (other than a natural person) is duly organized and validly
      existing under the laws of the jurisdiction of its organization.  The
      Stockholder has all necessary power and authority to execute and deliver this
      Agreement and to consummate the transactions contemplated hereby.  The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby by the Stockholder have been duly authorized
      by
      all necessary action on the part of such Stockholder.  This Agreement,
      assuming due authorization, execution and delivery hereof by Parent and the
      other Stockholders, constitutes a legal, valid and binding obligation of such
      Stockholder enforceable against such Stockholder in accordance with its terms,
      except as such enforceability may be limited by bankruptcy,
      insolvency, fraudulent transfer, reorganization, moratorium and other similar
      Laws of general applicability relating to or affecting creditors' rights, and
      to
      general equitable principles.

     

    Section
      4.2  Ownership
      of Shares.  Schedule
      I sets forth opposite the Stockholder's name, the number of Company Shares
      over
      which such Stockholder has record and beneficial ownership as of the date of
      this Agreement.  As of the date of this Agreement, the Stockholder is
      the lawful owner of the Company Shares denoted as being owned by such
      Stockholder on Schedule I and has the sole power to vote or cause to be voted
      such shares or shares power to vote or cause to be voted such shares solely
      with
      one or more other Stockholders with respect to the Company Shares denoted on
      Schedule I.  The Stockholder does not own or hold any right to acquire
      any additional shares of any class of capital stock of the Company or


     

     

    
      
        
        

      

      
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      	other
              securities of the Company or any interest therein or any voting rights
              with respect to any securities of the Company other than the Subject
              Shares (other than the conversion feature of Class B Common
              Stock).  The Stockholder has good and valid title to the Company
              Shares denoted as being owned by such Stockholder on Schedule I , free
              and
              clear of any and all pledges, mortgages, Liens, charges, proxies, voting
              agreements, encumbrances, adverse claims, options, security interests
              and
              demands of any nature or kind whatsoever, other than those created
              by this
              Agreement and except for transfer restrictions of general applicability
              under the Securities Act of 1933, as amended, and under “blue sky”
              laws.


    

     

    Section
      4.3  No
      Conflicts.  (i)
      Except for Schedule 13D and 13G filings, Forms 4 or 5 filings or other similar
      filings with the SEC and those filing, consents or approvals as may be required
      by reason of the business or identity of Parent or any of its Affiliates, no
      filing with any Governmental Entity, and no authorization, consent or approval
      of any other Person is necessary for the execution of this Agreement by the
      Stockholder and the consummation by the Stockholder of the transactions
      contemplated hereby  (other than approval of this Agreement by the
      Company for purposes of Section 203 of the DGCL and for purposes of rendering
      Article Fourth of the Company's Restated Certificate of Incorporation
      inapplicable to this Agreement) and (ii) none of the execution and delivery
      of
      this Agreement by the Stockholder, the consummation by the Stockholder of the
      transactions contemplated hereby or compliance by the Stockholder with any
      of
      the provisions hereof shall (A) conflict with or result in any breach of the
      organizational documents of the Stockholder (if not a natural person), or (B)
      violate any applicable Order, rule or Law, except for any of the foregoing
      as
      would not reasonably be expected to impair the Stockholder's ability to perform
      its obligations under this Agreement.

     

    Section
      4.4  Revocation
      of Proxies.  The
      Stockholder represents that any proxies heretofore given in respect of such
      Company Shares are not irrevocable, and that any such proxies are hereby revoked
      and that the Stockholder shall take any additional action necessary to
      effectuate the foregoing.

     

    Section
      4.5  Reliance
      by Parent.  The
      Stockholder understands and acknowledges that Parent is entering into the Merger
      Agreement in reliance upon the execution and delivery of this Agreement by
      such
      Stockholder.

     

    ARTICLE
      V

     

    REPRESENTATIONS
      AND WARRANTIES AND COVENANTS OF PARENT

     

    Parent
      hereby represents and warrants to, and covenants with, the Stockholders as
      follows:

     

     

    Section
      5.1  Due
      Organization, etc.  Parent
      is a Delaware corporation duly organized and validly existing under the laws
      of
      the jurisdiction of its organization.  Parent has all necessary
      corporate power and authority to execute and deliver this Agreement and to
      consummate the transactions contemplated hereby.  The execution and
      delivery of this Agreement and the consummation of the transactions contemplated
      hereby by Parent have been duly authorized by all necessary action on the part
      of Parent.  This Agreement, assuming due authorization, execution and
      delivery hereof by each of the Stockholders, constitutes a legal, valid and
      binding obligation of Parent enforceable against Parent in accordance with
      its
      terms, 

     

     

    
      
        
        

      

      
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      	except
              as such enforceability may be limited by bankruptcy, insolvency,
              fraudulent transfer, reorganization, moratorium and other similar Laws
              of
              general applicability relating to or affecting creditors' rights, and
              to
              general equitable principles.


    

     

    Section
      5.2  Conflicts. 
       (i)
      No filing with any Governmental Entity, and no authorization, consent or
      approval of any other Person is necessary for the execution of this Agreement
      by
      Parent and the consummation by Parent of the transactions contemplated hereby
      (other than approval of this Agreement by the Company for purposes of Section
      203 of the DGCL and for purposes of rendering Article Fourth of the Company's
      Restated Certificate of Incorporation inapplicable to this Agreement) and (ii)
      none of the execution and delivery of this Agreement by Parent, the consummation
      by Parent of the transactions contemplated hereby shall (A) conflict with or
      result in any breach of the organizational documents of Parent or (B) violate
      any Order or Law, except for any of the foregoing as could not reasonably be
      expected to impair Parent's ability to perform its obligations under this
      Agreement.

     

    Section
      5.3  Reliance
      by the Stockholders.  Parent
      understands and acknowledges that the Stockholders are entering into this
      Agreement in reliance upon the execution and delivery of the Merger Agreement
      by
      Parent.

     

    Section
      5.4  Obligations
      of Parent.  Parent shall take all actions necessary to
      comply with Section 1.5(a) of the Merger Agreement.  From and after
      the Effective Time and through the tenth (10th) anniversary
      of
      the Closing Date (the “Board Representation Period”), in the event that the seat
      on the Board of Directors of Parent occupied by the individual appointed to
      the
      Board of Directors of Parent pursuant to Section 1.5(a) of the Merger Agreement
      (the “Initial Bancroft Director”) shall become vacant, or in the event that the
      Nominating and Corporate Governance Committee of the Board of Directors of
      Parent (the “Nominating Committee”) shall fail to nominate the Initial Bancroft
      Director for re-election at any applicable Annual Meeting of Parent
      Stockholders, then within thirty (30) Business Days thereafter, the Chairman
      of
      the Board of Directors of Parent (the “Parent Chairman”) shall propose to the
      Nominating Committee another individual, who is (i) a lineal descendant of
      Hugh
      Bancroft or a spouse of such a lineal descendant and (ii) “independent” of
      Parent as such term is defined under the
      Listing Rules of the New York Stock Exchange, Inc., the Listing Rules of the
      Australian Securities Exchange, the rules promulgated by the SEC under the
      Exchange Act and any applicable rules or policies of the Board of Directors
      of
      Parent (or any committee thereof), for nomination for appointment or election,
      as the case may be, to the seat on the Board of Directors of Parent previously
      held by the Initial Bancroft Director.  In the event that any such
      individual shall have been approved for nomination for appointment or election
      to the Board of Directors of Parent by the Nominating Committee, then Parent
      shall promptly send written notice of such approval to the Special Committee
      for
      its consent (by majority vote) to such individual’s nomination for appointment
      or election to the Board of Directors of Parent, which consent shall not be
      unreasonably withheld or delayed (provided that, in any event, the Special
      Committee shall inform the Parent Chairman of its consent or refusal to consent
      to any such individual’s nomination within ten (10) Business Days following the
      date upon which written notice of such individual's approval for nomination
      was
      sent to the Special Committee) (any individual with respect to which the Special
      Committee has given its consent, a “Qualifying Nominee”); provided that, once an
      individual has become a Qualifying Nominee, such individual will retain


     

     

    
      
        
        

      

      
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      	such
              status throughout the Board Representation Period and need not be
              re-submitted to the Special Committee for nomination for appointment
              or
              election to the Board of Directors of Parent pursuant to this Section
              5.4.  Upon designation of an individual as a Qualifying Nominee,
              the Nominating Committee shall nominate such individual for appointment
              or
              election to the Board of Directors of Parent (any individual so appointed
              or elected to the Board of Directors of Parent, the “Successor Bancroft
              Director”). In the event that the Nominating Committee shall fail to
              nominate any individual proposed by the Parent Chairman within ten
              (10)
              Business Days following the Parent Chairman's proposal or the Special
              Committee shall fail to provide its consent with respect to such
              individual’s nomination within ten (10) Business Days following the date
              upon which written notice of such individual's nomination was sent
              to the
              Special Committee, then the Parent Chairman shall propose another
              individual to be nominated to be the Successor Bancroft Director in
              accordance with the procedures set forth in this Section 5.4, with
              such
              process continuing until a Qualifying Nominee shall be so nominated
              to be
              the Successor Bancroft Director.  In the event that any
              Qualifying Nominee nominated for election to the Board of Directors
              of
              Parent (x) shall not be presented to the Parent stockholders for a
              vote
              upon such Qualifying Nominee’s election to the Board of Directors of
              Parent at any annual or special meeting of the Parent stockholders
              under
              circumstances in which this Section 5.4 would otherwise provide that
              such
              Qualifying Nominee be so presented, or (y) shall fail to receive
              sufficient votes to elect such Qualifying Nominee to the Board of
              Directors of Parent at any annual or special meeting of the Parent
              stockholders, then the Parent Chairman shall, within ten (10) Business
              Days following the date of such meeting, propose to the Nominating
              Committee another individual for nomination for appointment to the
              Board
              of Directors of Parent in compliance with the second sentence of this
              Section 5.4 and shall otherwise comply with the foregoing provisions
              with
              the respect to the appointment of such individual to the Board of
              Directors of Parent, with such process continuing until a Qualifying
              Nominee shall be nominated to be appointed to be the Successor Bancroft
              Director, with such Qualifying Nominee being  appointed to the
              Board of Directors of Parent within ten (10) Business Days following
              such
              nomination.  In the event that during the Board Representation
              Period any Successor Bancroft Director shall have been appointed or
              elected to the Board of Directors of Parent, and thereafter the seat
              on
              the Board of Directors of Parent occupied by any such Successor Bancroft
              Director shall
              become vacant, or in the event that the Nominating Committee shall
              fail to
              nominate any such Successor Bancroft Director for re-election at any
              applicable Annual Meeting of Parent Stockholders, the Parent Chairman
              shall comply with the foregoing provisions to the same extent as
              applicable with respect to the Initial Bancroft Director.  It is
              expressly acknowledged and agreed that nothing contained in this Agreement
              shall in any way limit the ability of the Nominating Committee to exercise
              its fiduciary duties to the stockholders of Parent in determining whom
              to
              nominate to the Board of Directors of Parent or limit the ability of
              the
              stockholders of Parent to vote on the election of any Person to the
              Board
              of Directors of Parent, including without limitation the Initial Bancroft
              Director or any individual nominated to be the Successor Bancroft
              Director.  The foregoing shall apply to the acquiring
              or


    

     

     

    
      
        
        

      

      
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        	successor
                entity of Parent in the event of an acquisition of or other extraordinary
                transaction involving Parent in which directors of Parent immediately
                before such acquisition or transaction continue to constitute a majority
                of the board of the acquiring or successor entity immediately following
                such acquisition or transaction or the shareholders of Parent immediately
                before such acquisition or transaction continue to own or control
                a
                majority of the voting power of the acquiring or successor entity
                immediately following such acquisition or transaction.  Parent
                shall not take any actions which would reasonably be expected to
                have the
                effect of depriving the Stockholders of the right to such representation
                on the Board of Directors.  Notwithstanding anything to the
                contrary contained in this Agreement, all obligations of Parent and
                the
                Parent Chairman set forth in this Section 5.4 shall immediately terminate
                and shall be of no further force and effect upon the termination
                of this
                Agreement (other than pursuant to Section
                6.1(ii)).


      

    

     

    ARTICLE
      VI

     

    TERMINATION

     

    Section
      6.1  Termination. 
      This
      Agreement shall automatically terminate, and none of Parent or any Stockholder
      shall have any rights or obligations hereunder and this Agreement shall become
      null and void and have no effect upon the earliest to occur of (i) the mutual
      consent of Parent and all of the Stockholders, (ii) the Effective Time, (iii)
      the termination of the Merger Agreement in accordance with its terms (including,
      without limitation, a termination by Diamond pursuant to Section 7.1(h) of
      the
      Merger Agreement), (iv) the vote of a majority (in terms of aggregate voting
      power) of the Subject Shares in favor of the termination of this Agreement
      by
      the Stockholders entitled to vote such Subject Shares for such purpose (such
      Stockholders, the “Majority Stockholders”); providedthat any such
      termination pursuant to this clause (iv) shall be effective if, and only if,
      the
      Stockholders shall have complied in all material respects with Section 6.2(b);
      and (v) a Qualifying Recommendation Change.  The termination of this
      Agreement shall not prevent any party hereunder from seeking any remedies (at
      law or in equity) against another party hereto or relieve such party from
      liability for such party's willful or intentional breach of any terms of this
      Agreement.  Notwithstanding anything to the contrary herein, the
      provisions of the preceding sentence of this Section 6.1 shall survive the
      termination of this Agreement and, in the event that the Effective Time occurs,
      the provisions of Article V and, to the extent they relate to Article V, the
      provisions of Article VII shall survive and remain in effect until the 10th anniversary
      of the
      Effective Time.

     

    Section
      6.2  (a)  In
      the event that any Stockholder receives a Diamond Acquisition Proposal, such
      Stockholder shall, with respect to such Diamond Acquisition Proposal,
      provide notices and other information to Parent and the Company board of
      directors to the same extent as would be required under Section 5.3(b) of the
      Merger Agreement if all references to “Diamond” as the provider of notices and
      other information in such Section 5.3(b) were deemed to be references to such
      Stockholder, all references to “Ruby” as the receiver of notices and other
      information in such Section 5.3(b) were deemed to be references to each of
      Parent and the Company board of directors and all references to "one (1)
      Business Day" in such Section 5.3(b) were deemed to be references to three
      (3)
      Business Days.

     

    (b)  If,
      at any time prior to receipt of the Diamond Stockholder Approval, any
      Stockholder shall have received a Diamond Acquisition Proposal which the
      Majority Stockholders shall have concluded in good faith constitutes a Superior
      Acquisition Proposal, the Majority Stockholders may terminate this Agreement
      pursuant to Section 6.1(iv) by written notice to Parent, if, and only if, prior
      to any such termination (i) each Stockholder shall have complied with its
      obligations under Section 3.2 and Section 6.2(a), (ii) the Majority Stockholders
      shall have provided prior written notice (“Superior Proposal Notice”) to each of
      Parent and the 

     

     

    
      
        
        

      

      
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      	Company
              board of directors, at least three (3) Business Days in advance of
              such
              termination, of their intention to terminate this Agreement pursuant to
              Section 6.1(iv), which such notice shall specify
              the material terms and conditions of the Superior Acquisition Proposal
              (including the terms of the consideration that the holders of shares
              of
              Diamond Common Stock will receive per share of Diamond Common Stock
              and
              including any written agreement providing for a Superior Acquisition
              Proposal and the identity of the Person making such Superior Acquisition
              Proposal); (iii)
              the Majority Stockholders shall have (x) in the event of any material
              change to the material terms of a Superior Acquisition Proposal (it
              being
              understood that a change in price shall be deemed to be a material
              change
              to a material term) delivered to Parent a written notice specifying
              the
              material terms and conditions of such modified Superior Acquisition
              Proposal (including the terms of the consideration that the holders
              of
              shares of Diamond Common Stock will receive and including any written
              agreement providing for a Superior Acquisition Proposal and the identity
              of the Person making such Superior Acquisition Proposal), and (y)
              regardless of whether clause (x) above is applicable, to the extent
              that
              Parent proposes changes to the terms of the Merger Agreement during
              the
              three (3) Business Day period referred to above (as the same be extended
              in accordance with clause (iv) of this paragraph), negotiated in good
              faith with Parent with respect to such changes during such period;
              and
              (iv) in the event that the Company shall have delivered a Superior
              Proposal Notice pursuant to Section 5.3(c) of the Merger Agreement,
              the 3
              Business Day Period (including any extension thereof as set forth in
              Sections 5.3(c) and 7.1(g)(v) of the Merger Agreement) referenced in
              such
              Section 5.3(c) shall have expired.


    

     

    For
      purposes of this Agreement:

     

    “Superior
      Acquisition Proposal” means a bona fide written Diamond Acquisition Proposal,
      which proposal was not the result of a breach of Section 3.2 of this Agreement,
      made by a Third Party on terms that the Majority Stockholders determine in
      their
      good faith judgment (after consultation with outside counsel and its financial
      advisor) (x) would, if consummated, be more favorable to the majority of the
      beneficiaries of the Stockholders, taken as a whole, from a financial point
      of
      view than the transactions contemplated by the Merger Agreement (taking into
      account any changes proposed by Parent to the terms of the Merger Agreement
      in
      response to a Diamond Acquisition Proposal) and (y) and is reasonably likely
      to
      be completed; provided that, for
      the
      purposes of this definition of “Superior Acquisition Proposal”, the term Diamond
      Acquisition Proposal shall have the meaning assigned to such term in Section
      5.3(d)(i) of the Merger Agreement, except that the reference to “20% or more” in
      the definition of “Diamond Acquisition Proposal” shall be deemed to be a
      reference to “60% or more.”

     

    Section
      6.3     In addition, notwithstanding anything
      to the contrary contained herein, any Stockholder may terminate this Agreement
      as to such Stockholder in the event the Merger Agreement is amended in a manner
      that results in any decrease in the Merger Consideration (such amendment, a
      "Decreased Consideration Amendment"), unless a Stockholder agrees in writing
      to
      continue to be bound by the terms and conditions of this Agreement with respect
      to its Subject Shares from and after the date of such amendment, in which case
      this Agreement shall continue in full force and effect only with respect to
      the
      Subject Shares of such Stockholders who so agree; provided, that, any change
      or
      amendment to the Merger Consideration made pursuant to Section 6.4 of the Merger
      Agreement shall not constitute a Decreased Consideration Amendment.

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VII

     

    MISCELLANEOUS

     

    Section
      7.1  Appraisal
      Rights.  Each
      Stockholder agrees not to seek appraisal or assert any rights of dissent from
      the Merger that it may have under Section 262 of the DGCL and, to the extent
      permitted by applicable Law, each Stockholder hereby waives any rights of
      appraisal or rights to dissent from the Merger that it may have under Section
      262 of the DGCL.

     

    Section
      7.2  Publication. 
      Each
      Stockholder hereby permits the Company and Parent to publish and disclose in
      the
      Registration Statement and the Proxy Statement (including all documents and
      schedules filed with the United States Securities and Exchange Commission)
      such
      Stockholder's identity and ownership of the Company Shares and the nature of
      its
      commitments, arrangements and understandings pursuant to this Agreement;
      provided, that the Stockholders’ representatives shall be given a reasonable
      opportunity to review and comment (and such reasonable comments shall be
      accepted) on any such proposed disclosure.

     

    Section
      7.3  Capacity. 
      It
      is
      understood and agreed that any person executing this Agreement in the capacity
      as a trustee of a trust is executing this Agreement only in the capacity of
      a
      trustee of that particular trust and as to the Subject Shares of that trust
      as
      set forth opposite the Stockholder’s name on Schedule I and in no other
      capacity.  In addition, no person executing this Agreement in the
      capacity of a trustee of a trust shall be responsible or liable for the actions
      or omissions of such person’s co-trustees of such trust.

     

    Section
      7.4  Further
      Actions.  Each
      of
      the parties hereto agrees to take any further actions necessary to effectuate
      this Agreement.

     

    Section
      7.5  Fees
      and Expenses.  Each
      of
      the parties shall be responsible for its own fees and expenses (including,
      without limitation, the fees and expenses of investment bankers,
      accountants and counsel) in connection with the entering into of this Agreement
      and the consummation of the transactions contemplated hereby and by the Merger
      Agreement; provided that the foregoing shall not be construed so as to limit
      any
      agreement by the Company to bear any fees or expenses of Merrill Lynch, Pierce,
      Fenner & Smith Incorporated in respect of its services in connection with
      the entering into of this Agreement and the consummation of the transactions
      contemplated hereby and by the Merger Agreement and except as set forth in
      Section 3.19 of the Merger Agreement and Section 3.19 of the Diamond Disclosure
      Letter.

     

    Section
      7.6  Amendments,
      Waivers, etc.  This
      Agreement may not be amended, changed, supplemented, waived or otherwise
      modified, except upon the execution and delivery of a written agreement executed
      by each of the parties hereto.  The failure of any party hereto to
      exercise any right, power or remedy provided under this Agreement or otherwise
      available in respect hereof at law or in equity, or to insist upon compliance
      by
      any other party hereto with its obligations hereunder, and any custom or
      practice of the parties at variance with the terms hereof shall not constitute
      a
      waiver by such party of its right to exercise any such or other right, power
      or
      remedy or to demand such compliance.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Section
      7.7  Notices. 
      All
      notices, requests, demands, waivers and other communications required or
      permitted to be given under this Agreement to any party hereunder shall be
      in
      writing and deemed given if addressed as provided below (or at such other
      address as the addressee shall have specified by notice actually received by
      the
      addressor) and if either (i) actually delivered , to such address, (ii) in
      the
      case of any nationally recognized express mail service, one (1) Business Day
      shall have elapsed after the same shall have been deposited with such service
      or
      (iii) if by fax (receipt confirmed), on the day on which such fax was
      sent.

     

    If
      to
      Parent:

     

    
      
        	 	
                News
                  Corporation

                1211
                  Avenue of the Americas

                New
                  York, NY  10036

                Attention:  General
                  Counsel

                Facsimile:  (212)
                  768-9896

              


      

       

    

                                            with
      an additional copy (which shall not constitute notice) to:

    
       

      
        
          	 	
                  Skadden, Arps, Slate, Meagher & Flom
                    LLP

                  Four Times Square

                  New York, NY  10036

                  Attention:  Lou R. Kling

                                     
                    Howard L. Ellin

                  Facsimile:
                    212-735-2000

                


        

                                                 
          

      

    

    If
      to any
      Stockholder, then to the address or facsimile number for such Stockholder set
      forth on Schedule I attached hereto.

    
       

    

    Section
      7.8  Headings. 
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation of this
      Agreement.

     

    Section
      7.9  Severability. 
      If
      any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any rule of law or public policy, all other conditions and
      provisions of this Agreement shall nevertheless remain in full force and effect
      so long as the economic or legal substance of the transactions contemplated
      hereby is not affected in any manner adverse to any party.  Upon such
      determination that any term or other provision is invalid, illegal or incapable
      of being enforced, the parties hereto shall negotiate in good faith to modify
      this Agreement so as to effect the original intent of the parties as closely
      as
      possible in an acceptable manner to the end that the transactions contemplated
      hereby are fulfilled to the fullest extent possible.

     

    Section
      7.10  Entire
      Agreement; Assignment.  This
      Agreement (together with the Merger Agreement, to the extent referred to herein)
      constitutes the entire agreement among the parties with respect to the subject
      matter hereof and supersedes all prior agreements and undertakings, both written
      and oral, among the parties, or any of them, with respect to the subject


     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    
      	matter
              hereof.  Except as provided herein, this Agreement shall not be
              assigned by operation of law or otherwise without the prior written
              consent of each of the other parties, except that Parent may assign
              all or
              any of its rights and obligations hereunder (other than those under
              Article V and, to the extent related thereto, Articles VI and VII)
              to any
              direct or indirect wholly-owned Subsidiary of
              Parent.


    

     

    Section
      7.11  Parties
      in Interest.  This
      Agreement shall be binding upon and inure solely to the benefit of each party
      hereto, and nothing in this Agreement, express or implied, is intended to or
      shall confer upon any other Person any rights, benefits or remedies of any
      nature whatsoever under or by reason of this Agreement.

     

    Section
      7.12  Interpretation. 
      When
      reference is made in this Agreement to a Section, such reference shall be to
      a
      Section of this Agreement unless otherwise indicated.  Whenever the
      words "include", "includes" or "including" are used in this Agreement, they
      shall be deemed to be followed by the words "without limitation."  The
      words "hereof," "herein," "hereby" and "hereunder" and words of similar import
      when used in this Agreement shall refer to this Agreement as a whole and not
      to
      any particular provision of this Agreement.  The word "or" shall not
      be exclusive.  Whenever used in this Agreement, any noun or pronoun
      shall be deemed to include the plural as well as the singular and to cover
      all
      genders.  This Agreement shall be construed without regard to any
      presumption or rule requiring construction or interpretation against the party
      drafting or causing any instrument to be drafted.

     

    Section
      7.13  Governing
      Law.  THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF
      THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES
      THEREOF.

     

    Section
      7.14  Specific
      Performance; Jurisdiction.  The
      parties agree that irreparable damage would occur in the event that any of
      the
      provisions of this Agreement were not performed in accordance with their
      specific terms or were otherwise breached.  It is accordingly agreed
      that the parties may be entitled to an injunction or injunctions to prevent
      breaches of this Agreement and to enforce specifically the terms and provisions
      of this Agreement in the Court of Chancery of the State of Delaware or, if
      under
      applicable law exclusive jurisdiction over such matter is vested in the federal
      courts, any court of the United States located in the State of Delaware, this
      being in addition to any other remedy to which such party is entitled at law
      or
      in equity.  In addition, each of the parties hereto (i) consents to
      submit itself to the personal jurisdiction of the Court of Chancery of the
      State
      of Delaware or any court of the United States located in the State of Delaware
      in the event any dispute arises out of this Agreement or any of the transactions
      contemplated by this Agreement, (ii) agrees that it will not attempt to deny
      or
      defeat such personal jurisdiction by motion or other request for leave from
      any
      such court, (iii) agrees that it will not bring any action relating to this
      Agreement or any of the transactions contemplated by this Agreement in any
      court
      other than the Court of Chancery of the State of Delaware or, if under
      applicable law exclusive jurisdiction over such matter is vested in the federal
      courts, any court of the United States located in the State of Delaware and
      (iv)
      consents to service being made through the notice procedures set forth in
      Section 7.7.  Each of Parent and the Stockholders hereby agrees that
      service of any process, summons, notice or 

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    
      	document
              by U.S. registered mail to the respective addresses set forth in Section
              7.7 shall be effective service of process for any Proceeding in connection
              with this Agreement or the transactions contemplated
              hereby.


    

     

    Section
      7.15  Enforcement.  The
      Jane Bancroft 1934 Tust f/b/o Martha S. Robes, the Jane Bancroft 1934 Trust
      f/b/o Elizabeth Steele and the Jessie Cox 1935 Trust f/b/o William C. Cox shall
      have the right, jointly or separately, to enforce the rights of the Stockholders
      and the obligations of Parent and the Parent Chairman under Section 5.4 hereof
      (and the provisions of Articles VI and VII to the extent related to Section
      5.4
      hereof), on behalf of themselves and/or on behalf of other
      Stockholders.  It is intended and agreed that the Jane Bancroft
      1934 Trust f/b/o Martha S. Robes, the Jane Bancroft 1934 Trust f/b/o Elizabeth
      Steele and the Jessie Cox 1935 Trust f/b/o William C. Cox be the only
      Stockholders with the right to seek enforcement of the rights and obligations
      referred to in the preceding sentence.

     

    Section
      7.16  Counterparts. 
      This
      Agreement may be signed in any number of counterparts, each of which shall
      be
      deemed an original, with the same effect as if the signatures thereto and hereto
      were upon the same instrument.

     

    
       

    

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      IN
        WITNESS WHEREOF, Parent and each Stockholder have caused this Agreement to
        be
        duly executed as of the day and year first above written.

      
         

      

    

     

    
      
        	
              	
                NEWS
                  CORPORATION

              	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/        
                Lawrence A. Jacobs	 
	 	 	Name:  
Lawrence
                A.
                Jacobs  	 
	 	 	Title:    
                Senior Executive Vice President	 
	 	 	             
                Group General Counsel	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
           

          IN
            WITNESS WHEREOF, Parent and each Stockholder have caused this Agreement
            to be
            duly executed as of the day and year first above written.

           

           

          
            
              
                	 	 [STOCKHOLDER]	 
	 	 	 	 
	 	 	 	 
	
                         

                      	
                        By:
                          

                      	 	 
	 	 	Name: 
	 
	 	 	Title: