Consent and Reimbursement Agreement by and between Twenty-First Century Fox, Inc



 EXHIBIT 10.2 

July 11, 2018 
 Twenty-First Century Fox,
Inc. 
 1211 Avenue of the Americas 
 New York, NY 10036 

Attention: General Counsel 

E-mail: gzweifach@21cf.com 

with copies to: 
 Skadden, Arps, Slate, Meagher & Flom
LLP and Affiliates 
 4 Times Square 
 New York, NY 10036 

			
	Attention:	  	Howard L. Ellin, Esq.
		  	Brandon Van Dyke, Esq.


			
	E-mail:	  	howard.ellin@skadden.com
		  	brandon.vandyke@skadden.com

  

	Re:	Sky Acquisition Financing 

 Reference is made to that certain Amended and Restated Agreement and Plan of
Merger, dated as of June 20, 2018 (as amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), among Twenty-First Century Fox, Inc., a Delaware corporation (the
“Company”), The Walt Disney Company, a Delaware corporation (“Parent”), TWDC Holdco 613 Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Holdco”), WDC Merger Enterprises I,
Inc., a Delaware limited liability company and a wholly owned Subsidiary of Holdco (“Delta Sub”), and WDC Merger Enterprises II, Inc., a Delaware limited liability company and a wholly owned Subsidiary of Holdco (“Wax
Sub”). Capitalized terms used but not defined herein shall have the meaning given to such terms in the Merger Agreement. 
 As the parties have
discussed, the Company and Parent believe it is desirable for the Company to incur additional Indebtedness for the purpose of financing a Sky Acquisition as set forth in this letter (this “Side Letter”). Pursuant to
Section 5.01(b)(iv) of the Merger Agreement, the Company and its Subsidiaries are prohibited from incurring Indebtedness without the prior written consent of Parent, subject to certain exceptions, and pursuant to Section 5.01 of the
Company Disclosure Letter, the aggregate principal amount of Indebtedness at any time outstanding under a Permitted Sky Financing cannot exceed the aggregate principal amount of the commitments under the Bridge Facility on the date of the Merger
Agreement plus any additional Indebtedness incurred or committed to finance any modification to the terms of the Sky Acquisition that have been consented to by the arrangers under the Bridge Facility prior to the date of the Merger Agreement. Parent
hereby consents under Section 5.01 of the Merger Agreement to the Company’s and 21st Century Fox America, Inc.’s entry into the First Amendment to Bridge Credit Agreement (the “Bridge Amendment”) and the incurrence
under the Bridge Facility of up to an aggregate principal amount of £15,325,000,000 of Indebtedness for the purpose of financing a Sky Acquisition (the “Sky Debt”). 

 







 In connection with the foregoing, Parent hereby agrees that, if (1) any of the following occurs:
(x) the Merger Agreement is terminated in a circumstance in which Parent is obligated to pay the Parent Regulatory Termination Fee, (y) a Parent Superior Proposal Termination (as defined in the Merger Agreement), or (z) the Merger
Agreement is terminated by the Company pursuant to Section 7.03(a) of the Merger Agreement, and (2) at the time of such termination, the Company has consummated the Sky Acquisition, Parent will pay the Company the Reimbursement Fee (as
defined below) as a partial reimbursement for the Sky Debt. The “Reimbursement Fee” shall equal: (1) (x) the number of shares of Sky plc that the Company and its affiliates acquire in the Sky Acquisition, multiplied by (y) the
amount by which the per share cash consideration paid by the Company in the Sky Acquisition exceeds £13.00 per share and is less than or equal to £14.00 per share (the amount referred to in this clause (1), the “Principal
Amount”), plus (2) interest and fees on such Principal Amount, which interest shall accrue at a rate per annum equal to the interest rate applicable to the Sky Debt from the date on which the Sky Acquisition is consummated until the
date on which the Reimbursement Fee is paid to the Company by Parent. 
 Except as expressly set forth herein, this Side Letter shall not by implication or
otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the parties under the Merger Agreement and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Merger Agreement, which shall continue in full force and effect. 
 The provisions of Article VIII (Miscellaneous and General)
of the Merger Agreement shall, to the extent not already set forth in this Side Letter, apply mutatis mutandis to this Side Letter. 

[Remainder of Page Intentionally Blank] 

  
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 Please indicate your understanding and agreement with the foregoing by signing a copy of this letter where
indicated below and returning it to our attention. 
  

					
	 Sincerely,
  

THE WALT DISNEY COMPANY,

		
	by	 	/s/ James Kapenstein
		 	Name:	 	James Kapenstein
		 	Title:	 	Associate General Counsel


  

					
	 Acknowledged and agreed,
  

TWENTY-FIRST CENTURY FOX, INC.

		
	by	 	/s/ Janet Nova
		 	Name:	 	Janet Nova
		 	Title:	 	 Executive Vice President and
 Deputy Group
General Counsel



  
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