EX-10.1



 Exhibit 10.1 

AMENDMENT No. 2, dated as of July 13, 2016 (this “Amendment”), to the Credit Agreement dated as of October 23,
2013, among NEWS CORPORATION, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), JPMORGAN CHASE
BANK, N.A. and CITIBANK, N.A., as co-administrative agents, JPMCB as Designated Agent (the “Designated Agent”), and the other parties thereto (as amended on October 23, 2015, and as it may be further amended, restated, modified and
supplemented from time to time, the “Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. 

WHEREAS, the Borrower desires to amend the Credit Agreement on the terms set forth herein; 

WHEREAS, Section 8.01 of the Credit Agreement provides that the Borrower and the Required Lenders may amend the Credit Agreement and the
other Loan Documents for certain purposes; 
 NOW, THEREFORE, in consideration of the premises contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 

Section 1. Amendment to Credit Agreement. As of the Amendment No. 2 Effective Date: 

(a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in their proper alphabetical order: 

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in
respect of any liability of an EEA Financial Institution. 
 “Bail-In Legislation” means, with respect to any EEA Member
Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation
Schedule. 
 “EEA Financial Institution” means (a) any institution established in any EEA Member Country which is subject
to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which
is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent; 

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







 “EEA Resolution Authority” means any public administrative authority or any
Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any
successor Person), as in effect from time to time. 
 “Write-Down and Conversion Powers” means, with respect to any EEA
Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In
Legislation Schedule. 
 (b) The definition of “Adjusted Operating Income” in Section 1.01 of the Credit Agreement is hereby
amended and restated in its entirety with the following: 
 “Adjusted Operating Income” means, for any period, without
duplication, Consolidated Operating Income plus Consolidated depreciation expense plus Consolidated amortization expense, plus all Cash Distributions other than from Subsidiaries plus, to the extent included in
Consolidated Operating Income, any non-cash impairments or write-offs of depreciable or amortizable assets relating to property, plant, equipment or intangible assets or impairments or write-offs of goodwill, in each case as determined with respect
to the Borrower and its Subsidiaries in accordance with GAAP for such period plus, to the extent included in Consolidated Operating Income, (i) non-cash restructuring expenses and charges (except to the extent representing an accrual for a
future cash expenditure) and (ii) other restructuring expenses and charges not to exceed, in the aggregate pursuant to this subclause (ii), the lesser of $100,000,000 and 10% of Adjusted Operating Income in any Rolling Period plus any
non-cash costs or expenses incurred by the Borrower or its Subsidiaries pursuant to any management equity plan or stock option plan, plus expenses and charges in connection with the U.K. Newspaper Matters (as described in the Borrower’s
Annual Report on Form 10-K for the fiscal year ended June 30, 2013) incurred (i) on or prior to June 30, 2013, or (ii) after June 30, 2013, in an amount not to exceed $300,000,000 in the aggregate plus with respect to any Rolling Period that
includes the fiscal quarter ending March 31, 2016, expenses and charges in connection with the News America Marketing matters described in Item 1 of Part II to the Borrower’s Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 2016, in an amount not to exceed $280,000,000 in the aggregate plus other litigation expenses and charges (net of any income or gains from other
litigation during the applicable Rolling Period) not to exceed, in the aggregate, the lesser of $180,000,000 and 20% of Adjusted Operating Income in any Rolling Period minus with respect to any Rolling Period that includes the fiscal quarter
ending June 30, 2016, any income or gains from the Zillow settlement for the benefit of the Borrower described in the Borrower’s Current Report on Form 8-K filed with the SEC on June 6, 2016 in an amount not to exceed $125,000,000. For purposes
of calculating Adjusted Operating Income for any Rolling Period in connection with the determination of compliance with Section 5.03(a), if during such Rolling Period any member of the Reporting Group shall have made a Material Acquisition or a
Material Disposition, Adjusted Operating In-

  
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come for such Rolling Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition or Material Disposition occurred on the first day of such Rolling
Period.” 
 (c) The definition of “Defaulting Lender” in Section 1.01 of the Credit Agreement is hereby amended by adding
the following at the end of clause (d)(ii): “, or (iii) become the subject of a Bail-In Action”. 
 (d) Article VIII of the
Credit Agreement is hereby amended by adding the following Section at the end thereof: 
 “SECTION 8.19. Acknowledgement and Consent
to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA
Financial Institution arising under any Loan Document may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA Financial Institution; and 
 (b) the effects of any Bail-In Action on any such
liability, including, if applicable: 
 (i) a reduction in full or in part or cancellation of any such liability; 

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial
Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability
under this Agreement or any other Loan Document; or 
 (iii) the variation of the terms of such liability in connection with
the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.” 
 Section 2. Representations and
Warranties. 
 (a) On the date hereof, before and after giving effect to this Amendment, each of the representations and warranties
in the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except for representations and warranties qualified as to materiality and Material Adverse Effect, which shall be true and correct in all
respects) on and as of the date hereof as though made on and as of the date hereof (except to the extent any such representation or warranty specifically relates to an earlier date in which case such representation and warranty shall be accurate in
all material respects as of such earlier date). 

  
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 (b) At the time of and immediately after giving effect to this Amendment, no Default has
occurred and is continuing. 
 Section 3. Effectiveness. Section 1 of this Amendment shall become effective on the date (such
date, if any, the “Amendment No. 2 Effective Date”) that the following conditions have been satisfied: 

(i) The Borrower shall have paid all reasonable and documented out-of-pocket expenses of the Designated Agent (including the
reasonable and documented accrued fees and expenses of one primary counsel to the Designated Agent) invoiced at least three Business Days prior to the Amendment No. 2 Effective Date. 

(ii) The Designated Agent shall have received on or before the Amendment No. 2 Effective Date executed counterparts to this
Amendment from the Borrower and each of the Required Lenders. 
 Section 4. Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Amendment by telecopier or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment. 

Section 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK. 
 Section 6. Headings. Section and Subsection headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. 
 Section 7.
Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Designated
Agent under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of
any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect
as expressly amended hereby. The Borrower reaffirms its obligations under the Loan Documents to which it is party after giving effect to this Amendment. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from
and after the Amendment No. 2 Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import
re-

  
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ferring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment. 

Section 8. Submission To Jurisdiction; Waivers. Each of the parties hereto hereby irrevocably and unconditionally agrees that
Section 8.11 of the Credit Agreement is incorporated herein mutatis mutandis. 
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blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers as of the day and year first above written. 
  

					
	NEWS CORPORATION, as Borrower
		
	By:	 	 /s/ Kevin P. Halpin

		 	Name:	 	Kevin P. Halpin
		 	Title:	 	SVP, Deputy CFO



  
 [Signature Page to
Amendment] 








 
					
	JPMORGAN CHASE BANK. N.A.,
	as Designated Agent and a Lender
		
	By:	 	 /s/ Davide Migliardi

		 	Name:	 	Davide Migliardi
		 	Title:	 	Vice President



  
 [Signature Page to
Amendment] 








 
					
	CITIBANK, N.A., as Co-Administrative Agent and a Lender
		
	By:	 	 /s/ Keith Lukasavich

		 	Name:	 	Keith Lukasavich
		 	Title:	 	Vice President & Director



  
 [Lender Signature Page to
Amendment] 








 
					
	COMMONWEALTH BANK OF AUSTRALIA,
	(Name of Institution)
		
	By:	 	 /s/ Luke Copley

		 	Name:	 	LUKE COPLEY
		 	Title:	 	ASSOCIATE DIRECTOR
	
	If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
 [Lender Signature Page to
Amendment] 








 
					
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Eric Ridgway

		 	Name:	 	Eric Ridgway
		 	Title:	 	Director



  
 [Lender Signature Page to
Amendment] 








 
					
	DEUTSCHE BANK AG NEW YORK BRANCH
		
	By:	 	 /s/ Virginia Cosenza

		 	Name:	 	Virginia Cosenza
		 	Title:	 	Vice President
	
	If a second signature is necessary:
		
	By:	 	 /s/ Ming K. Chu

		 	Name:	 	Ming K. Chu
		 	Title:	 	Director



  
 [Lender Signature Page to
Amendment] 








 
					
	GOLDMAN SACHS BANK USA,
		
	By:	 	 /s/ Jerry Li

		 	Name:	 	Jerry Li
		 	Title:	 	Authorized Signatory



  
 [Lender Signature Page to
Amendment] 








 
					
	HSBC Bank USA, N.A.
		
	By:	 	 /s/ Catherine Dong

		 	Name:	 	Catherine Dong
		 	Title:	 	Vice President
	
	If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
 [Lender Signature Page to
Amendment] 








 
					
	Lloyds Bank plc,
		
	By:	 	 /s/ Erin Doherty

		 	Name:	 	Erin Doherty
		 	Title:	 	 Assistant Vice President
 Transaction
Execution
 Category A
 D006

		
	By:	 	 /s/ Daven Popat

		 	Name:	 	Daven Popat
		 	Title:	 	 Senior Vice President
 Transaction Execution

Category A
 P003




  
 [Lender Signature Page to
Amendment] 








 
					
	NATIONAL AUSTRALIA BANK,
	(Name of Institution)
		
	By:	 	 /s/ Archit Goradia

		 	Name:	 	ARCHIT GORADIA
		 	Title:	 	DIRECTOR, TELCO., MEDIA & INTERNET GLOBAL INSTITUTIONAL BANKING.
	
	If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
 [Lender Signature Page to
Amendment] 








 
					
	Westpac Banking Corporation,
		
	By:	 	 /s/ Richard L. Yarnold

		 	Name:	 	Richard L. Yarnold
		 	Title:	 	Director



  
 [Lender Signature Page to
Amendment]