EX-10.9





 Exhibit 10.9 

AMENDMENT DEED 

This AMENDMENT DEED (this “Deed”) dated as of 22 November 2019 is entered into by
each Subsidiary of NXE Australia Pty Limited (ABN 85 625 190 990), a company registered under the laws of Australia (the “Parent Guarantor”), set forth in Schedule 1 hereto (the “Member
Guarantors”), in favor of the Noteholders. The holders of Notes as of the date of this Deed are referred to herein as “Noteholders”. Capitalized terms used in this Deed but not defined in this Deed are
used as defined in the Member Guarantee (as defined below). 
 W I T N E S S E T H 

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

WHEREAS, on the date of this Deed an Amendment No. 1 and Guarantee Agreement is being entered into by the Parent
Guarantor, Foxtel Management Pty Limited (ABN 65 068 671 938), in its own capacity (in such capacity, the “Company”), Sky Cable Pty Limited (ABN 14 069 799 640) (“Sky Cable”), Foxtel
Media Pty Limited (f/k/a Telstra Media Pty Limited) (ABN 72 069 279 027) (“Foxtel Media” and, together with Sky Cable, the “Partners”), Foxtel Management, in its capacity as agent for the
Partners as a partnership carrying on the business of the Foxtel Partnership and as agent for the Foxtel Television Partnership, each Member Guarantor and the Noteholders (the “Amendment and Guarantee Agreement”)
pursuant to which, among other matters, the Parent Guarantor is to guarantee the due and punctual payment and performance and observance of all obligations of the Company under the Note and Guarantee Agreement and the Notes; and 

WHEREAS, each Member Guarantor has agreed to amend the Member Guarantee as set forth more fully herein and, as set out
in the Amendment and Guarantee Agreement, the Noteholders have consented to the amendments set out herein. 
 NOW
THEREFORE, in consideration of the mutual covenants and the promises herein contained and other consideration, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby agree as follows: 

SECTION 1. Amendment of Member Guarantee. On and from the Effective Date (as defined in the Amendment and Guarantee
Agreement), the Member Guarantee is amended as set forth in Exhibit 1 to this Deed, with text marked in bold double underline indicating additions to the Member Guarantee and with
text marked in bold strikethrough indicating deletions to the Member Guarantee. 
 SECTION 2.
Miscellaneous. 












 2.01. Ratification of Member Guarantee. The Member Guarantee is in
all respects ratified and confirmed by each Member Guarantor, and the terms, covenants and agreements thereof shall remain unchanged and in full force and effect except as otherwise set forth in this Deed. 

2.02. Execution in Counterparts. This Deed may be executed in counterparts, each of which shall be deemed to be an
original but all of which together shall constitute one and the same instrument. 
 2.03. Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the State of New South Wales in the Commonwealth of Australia. 

[Remainder of page intentionally blank.] 

  
 2 













 Executed and delivered as a 

deed. 
 Signed, sealed and
delivered for 
 each of: 

LGI Investments 1 Pty Limited 

LGI Investments 2 Pty Limited 

Austar United Communications Pty Limited 

LGI Bidco Pty Limited 

Austar United Holdings Pty Limited 

STV Pty. Ltd. 

Chippawa Pty. Ltd. 

Windytide Pty. Ltd. 

Selectra Pty. Ltd. 

Kidillia Pty. Ltd. 

Dovevale Pty. Ltd. 

Wollongong Microwave Pty Ltd 

CTV Pty. Ltd. 

Ilona Investments Pty. Ltd. 

Jacolyn Pty. Ltd. 

Vinatech Pty. Ltd. 

Minorite Pty. Ltd. 

Austar United Mobility Pty Ltd 

Austar United Broadband Pty Ltd 

eisa Finance Pty Limited 

Artson System Pty Ltd 

Austar United Holdco1 Pty Ltd 

Continental Century Pay TV Pty Limited 

UAP Australia Programming Pty Ltd 

Saturn (NZ) Holding Company Pty Ltd 

Century United Programming Ventures Pty Limited 

XYZnetworks Pty Limited 

Austar Satellite Ventures Pty Ltd 












 Austar Entertainment Pty Limited 

Austar Services Pty Ltd 

The Country Music Channel Pty Limited 

The Weather Channel Australia Pty Ltd 

Austar Satellite Pty Ltd 

Customer Services Pty Limited 

Foxtel Cable Television Pty Limited 

Presto Entertainment Pty Limited 

Foxtel Finance Pty Limited 

Foxtel Holdings Pty Limited 

Foxtel Australia Pty Limited 

Presto TV Pty Limited 

Streamotion Pty Ltd 
  

					
	 by its attorney under power of

attorney in the presence of:
	 		 	
			
	 /s/ Rachael Arena
	 		 	 /s/ Patrick Delany

	 Witness Signature
	 		 	 Attorney Signature

			
	 




	 		 	 





	 Print Name
	 		 	 Print Name


  

					
	 Signed, sealed and delivered for Century

Programming Ventures Corp. in the

presence of:
	 		 	




			
	 /s/ Rachael Arena
	 		 	 /s/ Patrick Delany

	 Witness Signature
	 		 	 Signature of Authorised Signatory

			
	 




	 		 	 





	 Print Name
	 		 	 Name of Authorised Signatory














 SCHEDULE 1 

MEMBER GUARANTORS 
  

			
	Member Guarantor	  	ACN
		
	 LGI Investments 1 Pty Limited
	  	151 765 007
		
	 LGI Investments 2 Pty Limited
	  	151 767 421
		
	 Austar United Communications Pty Limited
	  	087 695 707
		
	 LGI Bidco Pty Limited
	  	151 767 449
		
	 Austar United Holdings Pty Limited
	  	146 562 263
		
	 STV Pty. Ltd.
	  	065 312 450
		
	 Chippawa Pty. Ltd.
	  	068 943 635
		
	 Windytide Pty. Ltd.
	  	068 943 546
		
	 Selectra Pty. Ltd.
	  	065 367 526
		
	 Kidillia Pty. Ltd.
	  	068 943 608
		
	 Dovevale Pty. Ltd.
	  	068 943 591
		
	 Wollongong Microwave Pty Ltd
	  	065 146 321
		
	 CTV Pty. Ltd.
	  	064 416 128
		
	 Ilona Investments Pty. Ltd.
	  	068 943 626
		
	 Jacolyn Pty. Ltd.
	  	064 744 869
		
	 Vinatech Pty. Ltd.
	  	065 366 314
		
	 Minorite Pty. Ltd.
	  	068 943 484
		
	 Austar United Mobility Pty Ltd
	  	093 217 522
		
	 Austar United Broadband Pty Ltd
	  	089 048 439
		
	 eisa Finance Pty Limited
	  	086 005 585
		
	 Artson System Pty Ltd
	  	054 001 759
		
	 Austar United Holdco1 Pty Ltd
	  	093 217 513
		
	 Continental Century Pay TV Pty Limited
	  	059 914 840
		
	 UAP Australia Programming Pty Ltd
	  	083 851 807














			
	 Saturn (NZ) Holding Company Pty Ltd
	  	088 052 000
		
	 Century United Programming Ventures Pty
	  	069 957 759
		
	 Limited
	  	
		
	 XYZnetworks Pty Limited
	  	066 812 119
		
	 Austar Satellite Ventures Pty Ltd
	  	082 617 829
		
	 Austar Entertainment Pty Limited
	  	068 104 530
		
	 Austar Services Pty Ltd
	  	068 521 880
		
	 The Country Music Channel Pty Limited
	  	075 911 554
		
	 The Weather Channel Australia Pty Ltd
	  	084 205 587
		
	 Austar Satellite Pty Ltd
	  	080 269 030
		
	 Customer Services Pty Limited
	  	069 272 117
		
	 Foxtel Cable Television Pty Limited
	  	069 008 797
		
	 Presto Entertainment Pty Limited
	  	069 619 307
		
	 Foxtel Finance Pty Limited
	  	151 691 897
		
	 Foxtel Holdings Pty Limited
	  	151 690 327
		
	 Foxtel Australia Pty Limited
	  	151 691 753
		
	 Century Programming Ventures Corp.
	  	N/A (incorporated in Nevada)
		
	 Presto TV Pty Limited
	  	602 519 700
		
	 Streamotion Pty Ltd
	  	072 725 289













 EXHIBIT 1 

AMENDED MEMBER GUARANTEE 

[Attached] 












 DEED OF GUARANTEE 

DEED POLL DATED:            25 July 2012 

 

	BY:	 The Companies listed in Annex I hereto, whose place of incorporation and address are specified therein (each
a “Member Guarantor” and collectively, the “Member Guarantors”). 


 In
favour of each person who is from time to time a Holder of one or more of any of the (i) U.S.$150,000,000 3.68% Series D Guaranteed Senior Notes due 2019, (ii) U.S.$200,000,000 4.27% Series E Guaranteed Senior Notes due 2022, (iii)
U.S.$150,000,000 4.42% Series F Guaranteed Senior Notes due 2024 and (iv) A$100,000,000 7.04% Series G Guaranteed Senior Notes due 2022 (collectively, together with all notes delivered in substitution or exchange for any of said notes pursuant
to the Note and Guarantee Agreement referred to below, the “Notes”), in each case issued by FOXTEL MANAGEMENT PTY LIMITEDFoxtel Management Pty Limited (ABN 65 068 671 938), a company registered
under the laws of Australia
(“FOXTELFoxtel
 Management”), in its own capacity (in such capacity, the “Company”), pursuant to the Note and Guarantee Agreement dated as of 25 July 2012 (as amended pursuant to the Amendment No. 1 and Guarantee Agreement dated as of November 22, 2019, and as further
amended, modified or supplemented from time to time, the “Note and Guarantee Agreement”), among theNXE Australia Pty
Limited (ABN 85 625 190 990) (the “Parent Guarantor”), the Company, Sky Cable Pty Limited (ABN 14 069 799 640)
(“Sky Cable”), Foxtel Media Pty Limited (f/k/a Telstra Media Pty Limited) (ABN 72 069 799
640279 027) (“TelstraFoxtel Media” and, together with Sky Cable, the “Partners”), FOXTELFoxtel Management, in its capacity as agent for the Partners as a
partnership carrying on the business of the
FOXTELFoxtel
 Partnership and as agent for the FOXTEL Television Partnership (in all such capacities, the “Guarantor”), and each of the purchasers listed in Schedule A attached thereto.

 Section 1. Definitions. Terms defined in the Note and Guarantee Agreement are used herein as defined
therein. 
 Section 2. The Guarantee. 

2.01 The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes to repay
existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors
are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, to each holder of a Note
(each, a “Holder”) (a) the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, when due (whether at stated maturity, by acceleration, by optional
prepayment or otherwise) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole
Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts from time to time owing by the Company under the Note and
Guarantee Agreement and under the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and
observed 












 under the Note and Guarantee Agreement, in each case strictly in accordance with the terms
thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor hereby further agrees that if the Company shall default in the payment or performance
of any of the Guaranteed Obligations, each Member Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed
Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to any Holder such amounts,
to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel
fees. 
 All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and
any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Note. 

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

(1) any amendment or modification of any provision of the Note and Guarantee Agreement or any of the Notes or
any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any
additional guarantee or any release of any security or guarantee (including the release of any other Member Guarantor as contemplated by Section 5.07) so furnished or accepted for any of the Notes; 

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

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

  
 2 













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

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

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

(7) any suit or other action brought by, or any judgment in favour of, any beneficiaries or creditors of, the Parent Guarantor, the Company or the Guarantor or any other Person
for any reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of the Note and Guarantee Agreement, the Notes, any other Member Guarantee given by another Member
Guarantor or any other agreement; 
 (8) any lack or limitation of status or of power, incapacity or
disability of the Parent Guarantor, the Company or the Guarantor
or any trustee or agent thereof; or 
 (9) any other thing, event, happening, matter, circumstance or
condition whatsoever, not in any way limited to the foregoing (other than the indefeasible payment in full of the Guaranteed Obligations). 

(b) The guarantee under this Section 2 is a guarantee of payment and not collectibility and each Member Guarantor hereby
unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever and any requirement that any Holder exhaust any right, power or remedy against the Parent Guarantor, the Company or the Guarantor under the Note and
Guarantee Agreement or the Notes or any other agreement or instrument referred to herein or therein, or against any other Member Guarantor, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

 (c) In the event that any Member Guarantor shall at any time pay any amount on account of the Guaranteed
Obligations or take any other action in performance of its obligations hereunder, such Member Guarantor shall not exercise any subrogation or other rights hereunder
or, under the Notes or under the Note and Guarantee Agreement and such Member Guarantor
hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against
the Parent Guarantor, the Company, the Guarantor or any
other Member Guarantor, in respect of any payment made hereunder unless and until the Guaranteed Obligations shall have been indefeasibly paid in full. If any amount shall be paid to any Member Guarantor on account of any such subrogation rights or
other remedy, notwithstanding the waiver thereof, such 

  
 3 













 
amount shall be received in trust for the benefit of the Holders and shall forthwith be paid to the Holders to be credited and applied upon the Guaranteed Obligations, whether matured or
unmatured, in accordance with the terms hereof. Each Member Guarantor agrees that its obligations under this Deed of Guarantee shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or
on behalf of the Parent Guarantor, the Guarantor or the Company is
rescinded or must be otherwise restored by any Holder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. 

The guarantee in this Section 2 is a continuing guarantee and indemnity and shall apply to the Guaranteed Obligations
whenever arising. Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder
as each such default occurs. This Section 2 is a principal and independent obligation and, except for stamp duty purposes, is not ancillary or collateral to another document, agreement, right or obligation. 

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

2.03 Exclusion of Subrogation and Other Rights. Until each Holder has received payment of all the Guaranteed
Obligations owed to it and each Holder is satisfied that it will not have to repay any money received by it in connection with the Guaranteed Obligations, each Member Guarantor must not (either directly or indirectly): 

(a)        claim, exercise or attempt to exercise a right of set-off or any other right which might reduce or discharge such Member Guarantor’s liability under this Deed of Guarantee; 

(b)        claim or exercise a right of subrogation or a right of contribution or
otherwise claim the benefit of any guarantee, security interest or negotiable instrument held or given, whether before or after this Deed of Guarantee is executed, as security for or otherwise in connection with the Guaranteed Obligations; or 

(c)        unless each Holder has given a written direction to do so, (i) prove,
claim or exercise voting rights in the winding up of the Parent Guarantor, the Company, the Guarantor or another Member Guarantor in competition with such Holder, (ii) if a demand has been made by a Holder hereunder, claim or receive the benefit of a distribution, dividend or payment
arising out of the winding up of the Parent Guarantor, the
Company, the Guarantor or another Member Guarantor or (iii) if a demand has been made by a Holder hereunder, demand, or accept payment of, any money owed to such Member Guarantor by the Parent Guarantor, the Company, the Guarantor or any other Member
Guarantor. 

  
 4 













 2.04 No Claim in Winding Up; Limitation on Set Off. Despite any
liability of the Parent Guarantor, the Company, the Guarantor or
any Member Guarantor to any Member Guarantor, no Member Guarantor has a debt provable in the winding up of the
Parent Guarantor, the Company, the Guarantor or any Member
Guarantor unless: 
 (a)        each Holder has received all of the
Guaranteed Obligations owed to it and has notified the Member Guarantors in writing that it is satisfied that it will not have to repay any money received by it in reduction of the Guaranteed Obligations; or 

(b)        each Holder has given a written direction to the Member Guarantors to prove
such debt in the winding up of the Parent Guarantor, the Company,
the Guarantor or any Member Guarantor, as the case may be. 
 Each Member Guarantor agrees that if the Parent Guarantor, the Company, the Guarantor or any Member Guarantor is
wound up no set-off between mutual debts of any Member Guarantor and the
Parent Guarantor, the Company, the Guarantor or any Member
Guarantor will occur until any such Member Guarantor has a provable debt. 
 2.05 No Marshalling. No Holder
need resort to any other Member Guarantee, any other guarantee or security interest before exercising a power under this Deed of Guarantee. 

2.06 Exercise of Holders’ Rights. (a) Each Holder may in its absolute discretion (i) demand payment of
the Guaranteed Obligations from all or any of the Member Guarantors and (ii) proceed against all or any of them; and 

(b) No Holder is obligated to exercise any of such Holder’s rights under this Deed of Guarantee against (i) all of
the Member Guarantors or (ii) any of the Member Guarantors (even if the Holder has exercised rights against another Member Guarantor) or (iii) two or more of the Member Guarantors at the same time. 

2.07 Rescission of Payment. Whenever any of the following occurs for any reason (including under any law relating to
bankruptcy, insolvency, liquidation, fiduciary obligations or the protection of creditors generally): 
  

	 	(a)	 all or part of any transaction of any nature (including any payment or transfer) made during the term of
this Deed of Guarantee which affects or relates in any way to the Guaranteed Obligations is void, set aside or voidable; 


  

	 	(b)	 any claim that anything contemplated by paragraph (a) is so upheld, conceded or compromised; or



  

	 	(c)	 any Holder is required to return or repay any money or asset received by it under any such transaction or
the equivalent in value of that money or asset, 


 the relevant Holder will immediately become entitled
against each Member Guarantor to all rights in respect of the Guaranteed Obligations which it would have had if all or the relevant part of the transaction or receipt had not taken place. Each Member Guarantor shall indemnify each Holder against any
resulting loss, cost or expense. This clause shall continue after this Deed of Guarantee is discharged. 

  
 5 













 2.08 Limitation. Anything herein to the contrary notwithstanding,
the liability of any Member Guarantor under this Deed Guarantee shall in no event exceed an amount equal to the maximum amount which can be guaranteed by such Member Guarantor under applicable laws relating to the insolvency of debtors and
fraudulent conveyance. 
 2.09 Indemnity. (a) If any Guaranteed Obligations (or moneys which would have been
Guaranteed Obligations if it had not been irrecoverable) are irrecoverable by any Holder from (x) any Transaction Party; or (y) any Member Guarantor on the footing of a guarantee, the Member Guarantors jointly and severally,
unconditionally and irrevocably, and as a separate and principal obligation shall: 

(1)        indemnify each Holder against any loss suffered, paid or
incurred by that Holder in relation to the non-payment of such money; and 

(2)        pay such Holder an amount equal to such money. 

(b)         Section 2.09(a) applies to the Guaranteed Obligations (or money which
would have been Guaranteed Obligations if it had not been irrecoverable) which are or may be irrecoverable irrespective of whether: 

(1)        they are or may be irrecoverable because of any event
described in Section 2.02(a); 
 (2)         the transactions
or any of them relating to that money are void or illegal or avoided or otherwise unenforceable; 

(3)        any matters relating to the Guaranteed Obligations are or
should have been within the knowledge of any Holder; and 

(4)        they are or may be irrecoverable because of any other fact
or circumstance (other than the indefeasible payment in full of the Guaranteed Obligations). 
 Section 3.
Representations and Warranties. Each Member Guarantor represents and warrants to the Holders that: 
 3.01
Organization; Power and Authority. Such Member Guarantor is a corporation or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly
qualified as a foreign entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Such Member Guarantor has the corporate or other organizational power and authority to own or hold under lease the properties it purports to own or hold
under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Deed of Guarantee and to perform the provisions hereof. 

  
 6 













 3.02 Authorization, etc. This Deed of Guarantee has been duly
authorized by all necessary corporate or other organizational action on the part of such Member Guarantor, and this Deed of Guarantee constitutes a legal, valid and binding obligation of such Member Guarantor enforceable against such Member
Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally
and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 

3.03 Compliance with Laws, Other Instruments, etc. The execution, delivery and performance by such Member Guarantor of
this Deed of Guarantee will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Member Guarantor under, any indenture, mortgage, deed of
trust, loan, purchase or credit agreement, lease, corporate charter, memorandum or articles of association, partnership agreement, regulations or by-laws or other organizational document, or any other
agreement or instrument to which such Member Guarantor is bound or by which such Member Guarantor or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions
of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Member Guarantor or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority
applicable to such Member Guarantor. 
 3.04 Governmental Authorizations, etc. No consent, approval or authorization
of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by such Member Guarantor of this Deed of Guarantee including, without limitation, any thereof required
in connection with the obtaining of U.S. Dollars or Australian Dollars, as applicable, to make payments under this Deed of Guarantee and the payment of such U.S. Dollars or Australian Dollars, as applicable, to Persons resident in the United States
of America, Canada, Japan or Australia, as the case may be, except for any consents, approvals, authorizations, registrations, filings or declarations which have been made or obtained and are in full force and effect. It is not necessary to ensure
the legality, validity, enforceability or admissibility into evidence in the jurisdiction of organization of such Member Guarantor of this Deed of Guarantee, that this Deed of Guarantee or any other document be filed, recorded or enrolled with any
Governmental Authority, or that any such agreement or document be stamped with any stamp, registration or similar transaction tax, except for any filings, recordations, enrollments or stamps which have been made or obtained and are in full force and
effect. 
 3.05 Taxes. No liability for any Tax, directly or indirectly, imposed, assessed, levied or collected by
or for the account of any Governmental Authority of or in the jurisdiction of organization of such Member Guarantor or any political subdivision thereof or therein will be incurred by such Member Guarantor or any Holder of a Note as a result of the
execution or delivery of this Deed of Guarantee, except for any Taxes which have been paid. 
 3.06 Solvency. Such
Member Guarantor is solvent and able to pay all its debts as and when they fall due and such Member Guarantor will not be rendered insolvent as a result of entering into the transactions contemplated by this Deed of Guarantee (after taking into
consideration contingencies and contribution from others). 
 3.07 Ranking. Such Member Guarantor’s payment
obligations under this Deed of Guarantee constitute direct and general obligations of such Member Guarantor and rank at least pari passu in right of payment, without preference or priority, with all other unsecured and unsubordinated
Indebtedness of such Member Guarantor. 

  
 7 













 Section 4.   Tax Indemnity. All payments whatsoever
under this Deed of Guarantee will be made by the relevant Member Guarantor in lawful currency of the United States of America (in the case of payments in respect of the U.S. Dollar Notes) or Australia (in the case of payments in respect of the
Series G Notes) free and clear of, and without liability for withholding or deduction for or on account of, any present or future Taxes of whatever nature imposed or levied by or on behalf of any jurisdiction other than the United States, Canada (in
the case of any holder of Notes incorporated, organized or resident for tax purposes in Canada), Japan (in the case of any holder of Notes incorporated, organized or resident for tax purposes in Japan) or Australia (in the case of any holder of
Notes incorporated, organized or resident for tax purposes in Australia) (or any political subdivision or taxing authority of or in such jurisdiction) (hereinafter a “Taxing Jurisdiction”), unless the withholding or
deduction of such Tax is compelled by law. 
 If any deduction or withholding for any Tax of a Taxing Jurisdiction shall at
any time be required in respect of any amounts to be paid by any Member Guarantor under this Deed of Guarantee, such Member Guarantor will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid
before penalties attach thereto or interest accrues thereon and pay to each Holder such additional amounts as may be necessary in order that the net amounts paid to such Holder pursuant to the terms of this Deed of Guarantee, after such deduction,
withholding or payment (including, without limitation, any required deduction or withholding of Tax on or with respect to such additional amount), shall be not less than the amounts then due and payable to such Holder under the terms of this Deed of
Guarantee before the assessment of such Tax, provided that no payment of any additional amounts shall be required to be made for or on account of: 

(a)       any Excluded Tax; 

(b)      with respect to a Holder, provided that such Member Guarantor is
registered under the laws of Australia, any Tax that would not have been imposed but for any breach by such Holder of any representation made or deemed to have been made by such Holder pursuant to Section 6.3(a), 6.3(c) or 6.3(d) of the Note
and Guarantee Agreement; 
 (c)      any Tax that would not have been imposed
had any such Holder that is an Australian tax resident or holds the Note in connection with a permanent establishment in Australia provided such Member Guarantor with: 

(i)       its Australian business number; or 

(ii)       its Australian tax file number or evidence of an exemption from
providing an Australian tax file number; 
 (d)      any Tax that would not
have been imposed but for the existence of any present or former connection between such Holder (or a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust,
partnership or corporation or any Person other than the Holder to whom the Notes or any amount payable thereon is attributable for the purposes of such Tax) and Australia or any other Taxing Jurisdiction in which such Member Guarantor 

  
 8 













 is organized, other than the mere holding of the relevant Note with the
benefit of this Deed of Guarantee or the receipt of payments thereunder or hereunder, including, without limitation, such Holder (or such other Person described in the above parenthetical) being or having been a citizen or resident thereof, or being
or having been present or engaged in trade or business therein or having or having had an establishment, office, fixed base or branch therein, provided that this exclusion shall not apply with respect to a Tax that would not have been imposed but
for such Member Guarantor, after the date that such Member Guarantor so became a Member Guarantor, changing its jurisdiction of organization to the Taxing Jurisdiction imposing the relevant Tax; 

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

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

and provided further that in no event shall any Member Guarantor be obligated to pay such additional amounts to any Holder (i) not
resident in the United States of America, Canada, Japan, Australia or any other jurisdiction in which an original Purchaser is resident for tax purposes on the date of the Closing in excess of the amounts that such Member Guarantor would be
obligated to pay if such holder had been a resident of the United States of America, Canada, Japan, Australia or such other jurisdiction, as applicable (and, to the extent applicable, for purposes of, and eligible for the benefits of, any double
taxation treaty from time to time in effect between the United States of America, Canada, Japan, Australia or such other jurisdiction and the relevant Taxing Jurisdiction to the extent that such eligibility would reduce such additional amounts), or
(ii) registered in the name of a nominee if under the law of the relevant Taxing Jurisdiction (or the current regulatory interpretation of such law) securities held in the name of a nominee do not qualify for an exemption from the relevant Tax
and such Member Guarantor shall have given timely notice of such law or interpretation to such Holder. 
 By acceptance of
any Note with the benefit of this Deed of Guarantee, the relevant Holder agrees, subject to the limitations of clause (e) above, that it will from time to time with reasonable promptness (x) duly complete and deliver to or as reasonably
directed by any Member Guarantor all such forms, certificates, documents and returns provided to such Holder by such Member Guarantor (collectively, together with instructions for completing the same, “Forms”) required to be filed
by or on behalf of such Holder in order to avoid or reduce any such Tax pursuant to the provisions of an applicable statute, regulation or administrative practice of the relevant Taxing Jurisdiction or of an applicable tax treaty and
(y) provide any 

  
 9 













 Member Guarantor with such information with respect to such Holder as such Member Guarantor
may reasonably request in order to complete any such Forms, provided that nothing in this Section 4 shall require any Holder to provide information with respect to any such Form or otherwise if in the opinion of such Holder such Form or
disclosure of information would involve the disclosure of tax return or other information that is confidential or proprietary to such Holder, and provided further that each such Holder shall be deemed to have complied with its obligation under this
paragraph with respect to any Form if such Form shall have been duly completed and delivered by such Holder to the relevant Member Guarantor or mailed to the appropriate taxing authority, whichever is applicable, within 45 days following a written
request of any Member Guarantor (which request shall be accompanied by copies of such Form) and, in the case of a transfer of any Note, at least 90 days prior to the relevant interest payment date. 

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

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

 The relevant Member Guarantor will furnish the Holders, promptly and in any event within 60 days after the date of any
payment by such Member Guarantor of any Tax in respect of any amounts paid under this Deed of Guarantee the original tax receipt issued by the relevant taxation or other authorities involved for all amounts paid as aforesaid (or if such original tax
receipt is not available or must legally be kept in the possession of such Member Guarantor, a duly certified copy of the original tax receipt or any other reasonably satisfactory evidence of payment), together with such other documentary evidence
with respect to such payments as may be reasonably requested from time to time by any Holder. 
 If any Member Guarantor is
required by any applicable law, as modified by the practice of the taxation or other authority of any relevant Taxing Jurisdiction, to make any deduction or withholding of any Tax in respect of which such Member Guarantor would be required to pay
any additional amount under this Section 4, but for any reason does not make such deduction or withholding with the result that a liability in respect of such Tax is assessed directly against any Holder, and such Holder pays such liability,
then such Member Guarantor will promptly reimburse such Holder for such payment (including any related interest or penalties to the extent such interest or penalties arise by virtue of a default or delay by such Member Guarantor) upon demand by such
Holder accompanied by an official receipt (or a duly certified copy thereof) issued by the taxation or other authority of the relevant Taxing Jurisdiction. 

  
 10 













 If any Member Guarantor makes payment to or for the account of any Holder
and such Holder is entitled to a refund of the Tax to which such payment is attributable upon the making of a filing (other than a Form described above), then such Holder shall, as soon as practicable after receiving written request from such Member
Guarantor (which shall specify in reasonable detail and supply the refund forms to be filed) use reasonable efforts to complete and deliver such refund forms to or as directed by such Member Guarantor, subject, however, to the same limitations with
respect to Forms as are set forth above. 
 The obligations of the Member Guarantors under this Section 4 shall
survive the payment or transfer of any Note and the provisions of this Section 4 shall also apply to successive transferees of the Notes. 

Section 5. Miscellaneous. 

5.01   Amendments, Etc. This Deed of Guarantee may be amended, and the observance of any term hereof may be
waived (either retroactively or prospectively), with (and only with) the written consent of each Member Guarantor and the Required Holders, except that no such amendment or waiver may, without the written consent of each Holder affected thereby,
amend any of Section 2.01, 2.02, 4, this Section 5.01 or Section 5.04. 
 5.02   Notices.
All notices and communications provided for hereunder shall be in writing and sent as provided in Section 20 of the Note and Guarantee Agreement (i) if to any Holder, to the address (whether electronic or physical) specified for such
Holder in the Note and Guarantee Agreement and (ii) if to any Member Guarantor, to the address for such Member Guarantor set forth in Annex I hereto. 

5.03   Jurisdiction and Process; Waiver of Jury Trial. 

(a)       Each Member Guarantor irrevocably submits to the
non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, the City of New York, over any suit, action or proceeding arising out of or relating to this Deed of
Guarantee or any other document executed in connection herewith. To the fullest extent permitted by applicable law, each Member Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is
not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. 
 (b)       Each Member
Guarantor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 5.03(a) brought in any such court shall be conclusive and binding upon it subject
to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such
judgment. 

  
 11 













 (c)       Each Member Guarantor consents to
process being served by or on behalf of any Holder in any suit, action or proceeding of the nature referred to in Section 5.03(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested,
or delivering a copy thereof in the manner for delivery of notices specified in Section 5.02, to National Registered Agents, Inc., at 111 Eighth
Avenue28 Liberty Street, New York, NY 1001110005, as its agent for the purpose of accepting service of any process in the United States. Each Member Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of
process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively
presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. 

(d)       Nothing in this Section 5.03 shall affect the right of any Holder to serve
process in any manner permitted by law, or limit any right that the Holders may have to bring proceedings against any Member Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one
jurisdiction in any other jurisdiction. 
 (e)       Each Member Guarantor hereby irrevocably
appoints National Registered Agents, Inc. to receive for it, and on its behalf, service of process in the United States. 

(f)       EACH MEMBER GUARANTOR HEREBY WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH
RESPECT TO THIS DEED OF GUARANTEE OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. 
 5.04 Obligation
to Make Payment in Applicable Currency. 
 (a)       Any payment on account of an amount
that is payable by any Member Guarantor under this Deed of Guarantee in respect of any amount owed under the Note and Guarantee Agreement or the Notes shall be made in the respective currency specified in the Note and Guarantee Agreement or the
Notes, as the case may be. Costs, expenses and indemnities payable pursuant to any provision of this Deed of Guarantee shall be paid in either U.S. Dollars or Australian Dollars depending on the currency in which such costs and expenses are incurred
and billed to the Member Guarantors. 
 (b)       Any payment on account of an amount that is
payable by any Member Guarantor in U.S. Dollars which is made to or for the account of any Holder in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of
any Member Guarantor, shall constitute a discharge of the obligation of the Member Guarantors under this Deed of Guarantee only to the extent of the amount of U.S. Dollars which such Holder could purchase in the foreign exchange markets in London,
England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of U.S. Dollars that
could be so purchased is less than the amount of U.S. Dollars originally due to such Holder from any Member Guarantor, such Member Guarantor agrees to the fullest extent permitted by law, to indemnify and save harmless such Holder from and against
all loss or damage arising out of or as a result of such deficiency. 

  
 12 













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

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

5.05  Successors and Assigns. All covenants and other agreements of each of the Member Guarantors in this
Deed of Guarantee shall bind its respective successors and assigns and shall inure to the benefit of the Holders and their respective successors and assigns. 

5.06  Severability. Any provision of this Deed of Guarantee that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the
full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction. 

5.07  Termination. Notwithstanding anything to the contrary contained herein, upon any notice by the Parent Guarantor and the Company with respect to any Member Guarantor as
provided in, and satisfying the requirements of, Section 9.8(c) of the Note and Guarantee Agreement, such Member Guarantor shall be automatically released from this Deed of Guarantee and this Deed of Guarantee shall be of no further force and
effect with respect to such Member Guarantor as at the date of such notice without the need for the consent, execution or delivery of any other document or the taking of any other action by any Holder or any other Person. 

5.08  Additional Member Guarantors. One or more additional Members may become party to this Deed of
Guarantee by executing and delivering to each holder an Accession Deed in the form of Annex II hereto, in which case each such Member shall, from and after the date of the execution and delivery of such Accession Deed, be for all purposes a
“Member Guarantor” hereunder, and each such Member Guarantor shall be deemed to have made the representations and warranties in Section 3 hereof to each holder as of such date. 

  
 13 













 5.09  Shareholder Ratification. Each Member Guarantor that
is a shareholder of another Member Guarantor hereby ratifies and confirms the entry by such other Member Guarantor into, and the performance by such other Member Guarantor of all of its obligations under, this Deed of Guarantee. 

5.10  Deed Poll. This Deed of Guarantee shall take effect as a Deed Poll for the benefit of the Holders from
time to time and for the time being. 
 5.11  Taxes. The Member Guarantors will pay all stamp, documentary
or similar taxes or fees which may be payable in respect of the execution and delivery or the enforcement of this Deed of Guarantee in the United States, Australia or any other applicable jurisdiction or of any amendment of, or waiver or consent
under or with respect to, this Deed of Guarantee, and will save each Holder to the extent permitted by applicable law harmless against any loss or liability resulting from nonpayment or delay in payment of any such tax or fee required to be paid by
the Member Guarantors hereunder. 
 5.12  Governing Law. This Deed of Guarantee shall be governed by and
construed in accordance with the laws of the State of New South Wales in the Commonwealth of Australia. 

5.13  Counterparts. This Deed of Guarantee may be executed in any number of counterparts, each of which
shall be an original but all of which shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. 

[Signature pages follow] 

  
 14 













 EXECUTED AS A DEED by the Member Guarantors as of the day and year first
above written. 
  

							
	Executed as a deed in accordance with section 127 of the Corporations Act 2001 by LGI INVESTMENTS 1 PTY LIMITED:	 		 		 	
				
	   
	 		 	   
	 	
				
	Director Signature	 		 	Director/Secretary Signature	 	
				
	   
	 		 	   
	 	
				
	 Print Name 
	 		 	 Print Name
	 	


  
 Signature Page to Deed
of Guarantee 














							
	Executed as a deed in accordance with section 127 of the Corporations Act 2001 by LGI INVESTMENTS 2 PTY LIMITED:	 		 		 	
				
	   
	 		 	   
	 	
				
	Director Signature	 		 	Director/Secretary Signature	 	
				
	   
	 		 	   
	 	
				
	 Print Name
	 		 	 Print Name
	 	


  
 Signature Page to Deed
of Guarantee 














							
	Executed as a deed in accordance with section 127 of the Corporations Act 2001 by AUSTAR UNITED COMMUNICATIONS PTY
LIMITED:	 		 		 	
				
	   
	 		 	   
	 	
				
	Director Signature	 		 	Director/Secretary Signature	 	
				
	   
	 		 	   
	 	
				
	 Print Name
	 		 	 Print Name
	 	


  
 Signature Page to Deed
of Guarantee 














					
	 Executed as a deed in accordance with

section 127 of the Corporations Act 

2001 by LGI BIDCO PTY LIMITED:
	 		  	
			
	 	 		  	  

			
	 Director Signature

 
	 		  	 Director/Secretary Signature

 

			
	 Print Name
	 		  	 Print Name



  
 Signature Page to Deed
of Guarantee 














					
	 Executed as a deed in accordance with

section 127 of the Corporations Act 

2001 by AUSTAR UNITED HOLDINGS 

PTY LIMITED:
	 		  	
			
	 	 		  	  

			
	 Director Signature

 
	 		  	 Director/Secretary Signature

 

			
	 Print Name
	 		  	 Print Name



  
 Signature Page to Deed
of Guarantee 














					
	 Executed as a deed in accordance with

section 127 of the Corporations Act 

2001 by STV PTY. LTD.:
	 		  	
			
	 	 		  	  

			
	 Director Signature

 
	 		  	 Director/Secretary Signature

 

			
	 Print Name
	 		  	 Print Name



  
 Signature Page to Deed
of Guarantee 














					
	 Executed as a deed in accordance with

section 127 of the Corporations Act 

2001 by CHIPPAWA PTY. LTD.:
	 		  	
			
	 	 		  	  

			
	 Director Signature

 
	 		  	 Director/Secretary Signature

 

			
	 Print Name
	 		  	 Print Name



  
 Signature Page to Deed
of Guarantee 














					
	 Executed as a deed in accordance with

section 127 of the Corporations Act 

2001 by WINDYTIDE PTY. LTD.:
	 		  	
			
	 	 		  	  

			
	 Director Signature

 
	 		  	 Director/Secretary Signature

 

			
	 Print Name
	 		  	 Print Name



  
 Signature Page to Deed
of Guarantee 














					
	 Executed as a deed in accordance with

section 127 of the Corporations Act 

2001 by SELECTRA PTY. LTD.:

 
	 		 	
	 		 
	 Director Signature
	 		 	 Director/Secretary Signature

			
		 		 	
	 		 
	 Print Name
	 		 	 Print Name

			
		 		 	


  
 Signature Page to Deed
of Guarantee 














					
	 Executed as a deed in accordance with

section 127 of the Corporations Act 

2001 by KIDILLIA PTY. LTD.:

 
	 		 	
	 		 
	 Director Signature
	 		 	 Director/Secretary Signature

			
		 		 	
	 		 
	 Print Name
	 		 	 Print Name



  
 Signature Page to Deed
of Guarantee 














					
	 Executed as a deed in accordance with

section 127 of the Corporations Act 

2001 by DOVEVALE PTY. LTD.:

 
	 		 	
	 		 
	 Director Signature
	 		 	 Director/Secretary Signature

			
		 		 	
	 		 
	 Print Name
	 		 	 Print Name



  
 Signature Page to Deed
of Guarantee 














					
	 Executed as a deed in accordance with

section 127 of the Corporations Act 

2001 by WOLLONGONG MICROWAVE

PTY LTD:

 
	 		 	
	 		 
	 Director Signature
	 		 	 Director/Secretary Signature

			
		 		 	
	 		 
	 Print Name
	 		 	 Print Name



  
 Signature Page to Deed
of Guarantee 














					
	 Executed as a deed in accordance with

section 127 of the Corporations Act 

2001 by CTV PTY. LTD.:

 
	 		 	
	 		 
	 Director Signature
	 		 	 Director/Secretary Signature

		 		 	
	 		 
	 Print Name
	 		 	 Print Name



  
 Signature Page to Deed
of Guarantee 













 Executed as a deed in accordance with 

section 127 of the Corporations Act  

2001 by ILONA INVESTMENTS PTY.  

LTD.: 
  

					
			
	   
	 		 	   

			
	 Director Signature
	 		 	 Director/Secretary Signature

			
	   
	 		 	   

			
	 Print Name
	 		 	 Print Name



  
 Signature Page to Deed
of Guarantee 













 Executed as a deed in accordance with 

section 127 of the Corporations Act  

2001 by JACOLYN PTY. LTD.: 

 

					
			
	   
	 		 	   

			
	 Director Signature
	 		 	 Director/Secretary Signature

			
	   
	 		 	   

			
	 Print Name
	 		 	 Print Name



  
 Signature Page to Deed
of Guarantee 













 Executed as a deed in accordance with 

section 127 of the Corporations Act  

2001 by VINATECH PTY. LTD.: 

 

					
			
	   
	 		 	   

			
	 Director Signature
	 		 	 Director/Secretary Signature

			
	   
	 		 	   

			
	 Print Name
	 		 	 Print Name



  
 Signature Page to Deed
of Guarantee 













 Executed as a deed in accordance with 

section 127 of the Corporations Act  

2001 by MINORITE PTY. LTD.: 

 

					
			
	   
	 		 	   

			
	 Director Signature
	 		 	 Director/Secretary Signature

			
	   
	 		 	   

			
	 Print Name
	 		 	 Print Name



  
 Signature Page to Deed
of Guarantee 













 Executed as a deed in accordance with 

section 127 of the Corporations Act  

2001 by AUSTAR UNITED MOBILITY  

PTY LTD: 
  

					
			
	   
	 		 	   

			
	 Director Signature
	 		 	 Director/Secretary Signature

			
	   
	 		 	   

			
	 Print Name
	 		 	 Print Name



  
 Signature Page to Deed
of Guarantee 














							
	 Executed as a deed in accordance with

section 127 of the Corporations Act 
 2001 by
AUSTAR UNITED BROADBAND
 PTY
LTD:
	 		 		 	
				
	   
	 		 	   
	 	
				
	Director Signature	 		 	Director/Secretary Signature	 	
				
	   
	 		 	   
	 	
				
	 Print Name
	 		 	 Print Name
	 	


  
 Signature Page to Deed
of Guarantee 














							
	 Executed as a deed in accordance with

section 127 of the Corporations Act 
 2001 by
EISA FINANCE PTY LIMITED: 
	 		 		 	
				
	   
	 		 	   
	 	
				
	Director Signature	 		 	Director/Secretary Signature	 	
				
	   
	 		 	   
	 	
				
	 Print Name
	 		 	 Print Name
	 	


  
 Signature Page to Deed
of Guarantee 














							
	 Executed as a deed in accordance with

section 127 of the Corporations Act 
 2001 by
ARTSON SYSTEM PTY LTD: 
	 		 		 	
				
	   
	 		 	   
	 	
				
	Director Signature	 		 	Director/Secretary Signature	 	
				
	   
	 		 	   
	 	
				
	 Print Name
	 		 	 Print Name
	 	


  
 Signature Page to Deed
of Guarantee 














							
	 Executed as a deed in accordance with

section 127 of the Corporations Act
 2001 by
AUSTAR UNITED HOLDCO1
 PTY LTD:

	 		 		 	
				
	   
	 		 	   
	 	
				
	Director Signature	 		 	Director/Secretary Signature	 	
				
	   
	 		 	   
	 	
				
	 Print Name
	 		 	 Print Name
	 	


  
 Signature Page to Deed
of Guarantee 














							
	 Executed as a deed in accordance with

section 127 of the Corporations Act 
 2001 by
CONTINENTAL CENTURY PAY
 TV PTY LIMITED:

	 		 		 	
				
	   
	 		 	   
	 	
				
	Director Signature	 		 	Director/Secretary Signature	 	
				
	   
	 		 	   
	 	
				
	 Print Name
	 		 	 Print Name
	 	


  
 Signature Page to Deed
of Guarantee 














							
	 Executed as a deed in accordance with

section 127 of the Corporations Act 

2001 by UAP AUSTRALIA 

PROGRAMMING PTY LTD:

 
	 		 		 	
				
	   
	 		 	   
	 	  

				
	 Director Signature
	 		 	 Director/Secretary Signature
	 	
				
	   
	 		 	   
	 	  

				
	 Print Name 
	 		 	 Print Name
	 	


  
 Signature Page to Deed
of Guarantee 














							
	 Executed as a deed in accordance with

section 127 of the Corporations Act 

2001 by SATURN (NZ) HOLDING

COMPANY PTY LTD:

 
	 		 		 	
				
	   
	 		 	   
	 	  

				
	 Director Signature
	 		 	 Director/Secretary Signature
	 	
				
	   
	 		 	   
	 	  

				
	 Print Name
	 		 	 Print Name
	 	


  
 Signature Page to Deed
of Guarantee 














							
	 Executed as a deed in accordance with

section 127 of the Corporations Act 

2001 by CENTURY UNITED 

PROGRAMMING VENTURES PTY

LIMITED:

 
	 		 		 	
				
	   
	 		 	   
	 	  

				
	 Director Signature
	 		 	 Director/Secretary Signature
	 	
				
	   
	 		 	   
	 	  

				
	 Print Name
	 		 	 Print Name
	 	


  
 Signature Page to Deed
of Guarantee 














							
	 Executed as a deed in accordance with

section 127 of the Corporations Act 

2001 by XYZNETWORKS PTY LIMITED:

 
	 		 		 	
				
	   
	 		 	   
	 	  

				
	 Director Signature
	 		 	 Director/Secretary Signature
	 	
				
	   
	 		 	   
	 	  

				
	 Print Name
	 		 	 Print Name
	 	


  
 Signature Page to Deed
of Guarantee 














							
	 Executed as a deed in accordance with

section 127 of the Corporations Act 

2001 by AUSTAR SATELLITE VENTURES 

PTY LTD:

 
	 		 		 	
				
	   
	 		 	   
	 	  

				
	 Director Signature
	 		 	 Director/Secretary Signature
	 	
				
	   
	 		 	   
	 	  

				
	 Print Name
	 		 	 Print Name
	 	


  
 Signature Page to Deed
of Guarantee 













 Executed as a deed in accordance with 

section 127 of the Corporations Act  

2001 by AUSTAR ENTERTAINMENT PTY LIMITED: 

 

					
			
	   
	 		 	   

			
	 Director Signature
	 		 	 Director/Secretary Signature

			
	   
	 		 	   

			
	 Print Name
	 		 	 Print Name



  
 Signature Page to Deed
of Guarantee 













 Executed as a deed in accordance with 

section 127 of the Corporations Act  

2001 by AUSTAR SERVICES PTY LTD: 

 

					
			
	   
	 		 	   

			
	 Director Signature
	 		 	 Director/Secretary Signature

			
	   
	 		 	   

			
	 Print Name
	 		 	 Print Name



  
 Signature Page to Deed
of Guarantee 













 Executed as a deed in accordance with 

section 127 of the Corporations Act  

2001 by THE COUNTRY MUSIC  

CHANNEL PTY LIMITED: 

 

					
			
	   
	 		 	   

			
	 Director Signature
	 		 	 Director/Secretary Signature

			
	   
	 		 	   

			
	 Print Name
	 		 	 Print Name



  
 Signature Page to Deed
of Guarantee 













 Executed as a deed in accordance with 

section 127 of the Corporations Act  

2001 by THE WEATHER CHANNEL  

AUSTRALIA PTY LTD: 

 

					
			
	   
	 		 	   

			
	 Director Signature
	 		 	 Director/Secretary Signature

			
	   
	 		 	   

			
	 Print Name
	 		 	 Print Name



  
 Signature Page to Deed
of Guarantee 













 Executed as a deed in accordance with 

section 127 of the Corporations Act  

2001 by AUSTAR SATELLITE PTY LTD: 

 

					
			
	   
	 		 	   

			
	 Director Signature
	 		 	 Director/Secretary Signature

			
	   
	 		 	   

			
	 Print Name
	 		 	 Print Name



  
 Signature Page to Deed
of Guarantee 














					
	 Executed as a deed in accordance with

section 127 of the Corporations Act 

2001 by ARTIST SERVICES CABLE

MANAGEMENT PTY LIMITED:
	 		  	
			
	 	 		  	  

			
	 Director Signature

 
	 		  	 Director/Secretary Signature

 

			
	 Print Name
	 		  	 Print Name



  
 Signature Page to Deed
of Guarantee 














					
	 Executed as a deed in accordance with

section 127 of the Corporations Act 

2001 by CUSTOMER SERVICES PTY 

LIMITED:
	 		  	
			
	 	 		  	  

			
	 Director Signature

 
	 		  	 Director/Secretary Signature

 

			
	 Print Name
	 		  	 Print Name



  
 Signature Page to Deed
of Guarantee 














					
	 Executed as a deed in accordance with

section 127 of the Corporations Act 

2001 by FOXTEL CABLE TELEVISION 

PTY LIMITED:
	 		  	
			
	 	 		  	  

			
	 Director Signature

 
	 		  	 Director/Secretary Signature

 

			
	 Print Name
	 		  	 Print Name



  
 Signature Page to Deed
of Guarantee 














					
	 Executed as a deed in accordance with

section 127 of the Corporations Act 

2001 by THE RACING CHANNEL 

CABLE-TV PTY LIMITED:
	 		  	
			
	 	 		  	  

			
	 Director Signature

 
	 		  	 Director/Secretary Signature

 

			
	 Print Name
	 		  	 Print Name



  
 Signature Page to Deed
of Guarantee 














					
	 Executed as a deed in accordance with

section 127 of the Corporations Act 

2001 by FOXTEL FINANCE PTY 

LIMITED:
	 		  	
			
	 	 		  	  

			
	 Director Signature

 
	 		  	 Director/Secretary Signature

 

			
	 Print Name
	 		  	 Print Name



  
 Signature Page to Deed
of Guarantee 














					
	 Executed as a deed in accordance with

section 127 of the Corporations Act 

2001 by FOXTEL HOLDINGS PTY 

LIMITED:

 
	 		 	
	 		 
	 Director Signature
	 		 	 Director/Secretary Signature

			
		 		 	
	 		 
	 Print Name
	 		 	 Print Name

			
		 		 	


  
 Signature Page to Deed
of Guarantee 














					
	 Executed as a deed in accordance with

section 127 of the Corporations Act 

2001 by FOXTEL AUSTRALIA PTY 

LIMITED:

 
	 		 	
	 		 
	 Director Signature
	 		 	 Director/Secretary Signature

			
		 		 	
	 		 
	 Print Name
	 		 	 Print Name



  
 Signature Page to Deed
of Guarantee 














					
	 Executed as a deed in accordance with

section 127 of the Corporations Act 

2001 by CENTURY PROGRAMMING 

VENTURES CORP.:

 
	 		 	
	 		 
	 Director Signature
	 		 	 Director/Secretary Signature

			
		 		 	
	 		 
	 Print Name
	 		 	 Print Name



  
 Signature Page to Deed of Guarantee 













 ANNEX I to 

Member Guarantee 
 Member
Guarantors 
  

							
	 	 	 	 
	 	  	Company Name	  	
Jurisdiction of         Organization

 
	  	 Address

	 	 	 	 
	 1.    
	  	 LGI Investments 1 Pty Limited

(ACN 151 765 007)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113

Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention:
Peter Tonagh, Chief
 Operating Officer

	 	 	 	 
	 2.
	  	 LGI Investments 2 Pty Limited

(ACN 151 767 421)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113

Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention:
Peter Tonagh, Chief
 Operating Officer

	 	 	 	 
	 3.
	  	 Austar United Communications

Pty Limited
 (ACN 087 695 707)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113

Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention:
Peter Tonagh, Chief
 Operating Officer

	 	 	 	 
	 4.
	  	 LGI Bidco Pty Limited

(ACN 151 767 449)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113

Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention:
Peter Tonagh, Chief
 Operating Officer

	 	 	 	 
	 5.
	  	 Austar United Holdings Pty Limited

(ACN 146 562 263)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113

Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention:
Peter Tonagh, Chief
 Operating Officer

	 	 	 	 
	 6.
	  	 STV Pty. Ltd.

(ACN 065 312 450)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113

Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention:
Peter Tonagh, Chief
 Operating Officer















							
	 	 	 	 
	 	  	Company Name	  	
Jurisdiction of         Organization

 
	  	 Address

	 	 	 	 
	 7.    
	  	 Chippawa Pty. Ltd.

(ACN 068 943 635)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113

Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention:
Peter Tonagh, Chief
 Operating
Officer

	 	 	 	 
	 8.
	  	 Windytide Pty. Ltd.

(ACN 068 943 546)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113

Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention:
Peter Tonagh, Chief
 Operating
Officer

	 	 	 	 
	 9.
	  	 Selectra Pty. Ltd.

(ACN 065 367 526)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113

Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention:
Peter Tonagh, Chief
 Operating Officer

	 	 	 	 
	 10.
	  	 Kidillia Pty. Ltd.

(ACN 068 943 608)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113

Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention:
Peter Tonagh, Chief
 Operating Officer

	 	 	 	 
	 11.
	  	 Dovevale Pty. Ltd.

(ACN 068 943 591)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113

Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention:
Peter Tonagh, Chief
 Operating Officer

	 	 	 	 
	 12.
	  	 Wollongong Microwave Pty Ltd

(ACN 065 146 321)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113

Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention:
Peter Tonagh, Chief
 Operating Officer

	 	 	 	 
	 13.
	  	 CTV Pty. Ltd.

(ACN 064 416 128)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113

Australia

	 	 	 	 
	 	  	 	  	 	  	Attention: Peter Tonagh, Chief Operating Officer
	 	 	 	 
	 14.
	  	 Ilona Investments Pty. Ltd.

(ACN 068 943 626)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113

Australia

	 	 	 	 
	 	  	 	  	 	  	Attention: Peter Tonagh, Chief Operating Officer


  
 Annex I - 2 














							
	 	 	 	 
	 	  	Company Name	  	
Jurisdiction of         Organization

 
	  	 Address

	 	 	 	 
	 15.    
	  	 Jacolyn Pty. Ltd.

(ACN 064 744 869)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113

Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention:
Peter Tonagh, Chief
 Operating
Officer

	 	 	 	 
	 16.
	  	 Vinatech Pty. Ltd.

(ACN 065 366 314)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113

Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention:
Peter Tonagh, Chief
 Operating
Officer

	 	 	 	 
	 17.
	  	 Minorite Pty. Ltd.

(ACN 068 943 484)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113

Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention:
Peter Tonagh, Chief
 Operating
Officer

	 	 	 	 
	 18.
	  	 Austar United Mobility Pty Ltd

(ACN 093 217 522)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113

Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention:
Peter Tonagh, Chief
 Operating
Officer

	 	 	 	 
	 19.
	  	 Austar United Broadband Pty Ltd

(ACN 089 048 439)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113

Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention:
Peter Tonagh, Chief
 Operating
Officer

	 	 	 	 
	 20.
	  	 eisa Finance Pty Limited

(ACN 086 005 585)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113

Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention:
Peter Tonagh, Chief
 Operating
Officer

	 	 	 	 
	 21.
	  	 Artson System Pty Ltd

(ACN 054 001 759)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113

Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention:
Peter Tonagh, Chief
 Operating
Officer

	 	 	 	 
	 22.
	  	 Austar United Holdco1 Pty Ltd

(ACN 093 217 513)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113

Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention:
Peter Tonagh, Chief
 Operating
Officer



  
 Annex I - 3 














							
	 	 	 	 
	 	  	Company Name	  	
Jurisdiction of         Organization
	  	 Address

	 	 	 	 
	 23.    
	  	Continental Century Pay TV Pty Limited (ACN 059 914 840)	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113
 Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention: Peter
Tonagh, Chief
 Operating Officer

	 	 	 	 
	 24.
	  	 UAP Australia Programming Pty Ltd

(ACN 083 851 807)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113
 Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention: Peter
Tonagh, Chief
 Operating Officer

	 	 	 	 
	 25.
	  	 Saturn (NZ) Holding Company Pty Ltd

(ACN 088 052 000)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113
 Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention:
Peter Tonagh, Chief
 Operating Officer

	 	 	 	 
	 26.
	  	 Century United Programming Ventures Pty Limited

(ACN 069 957 759)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113
 Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention: Peter
Tonagh, Chief
 Operating Officer

	 	 	 	 
	 27.
	  	 XYZnetworks Pty Limited

(ACN 066 812 119)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113
 Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention: Peter
Tonagh, Chief
 Operating Officer

	 	 	 	 
	 28.
	  	 Austar Satellite Ventures Pty Ltd

(ACN 082 617 829)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113
 Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention: Peter
Tonagh, Chief
 Operating Officer

	 	 	 	 
	 29.
	  	 Austar Entertainment Pty Limited

(ACN 068 104 530)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113
 Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention: Peter
Tonagh, Chief
 Operating Officer

	 	 	 	 
	 30.
	  	 Austar Services Pty Ltd

(ACN 068 521 880)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113
 Australia

	 	 	 	 
	 	  	 	  	 	  	 Attention: Peter
Tonagh, Chief
 Operating Officer



  
 Annex I - 4 














							
	 	 	 	 
	 	  	Company Name	  	
Jurisdiction of         Organization

 
	  	Address
	 	 	 	 
	 31.    
	  	 The Country Music Channel Pty Limited

(ACN 075 911 554)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113
 Australia

	 	 	 	 
	 	  	 	  	 	  	Attention: Peter Tonagh, Chief Operating Officer
	 	 	 	 
	 32.
	  	 The Weather Channel Australia Pty Ltd

(ACN 084 205 587)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113
 Australia

	 	 	 	 
	 	  	 	  	 	  	Attention: Peter Tonagh, Chief Operating Officer
	 	 	 	 
	 33.
	  	 Austar Satellite Pty Ltd

(ACN 080 269 030)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113
 Australia

	 	 	 	 
	 	  	 	  	 	  	Attention: Peter Tonagh, Chief Operating Officer
	 	 	 	 
	 34.
	  	Streamotion Pty Ltd (f/k/a Artist Services Cable Management Pty
Limited)	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113
 Australia

	 	  	(ACN 072 725 289)	  	 	  	Attention: Peter Tonagh, Chief Operating Officer
	 	 	 	 
	 35.
	  	 Customer Services Pty Limited

(ACN 069 272 117)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113
 Australia

	 	 	 	 
	 	  	 	  	 	  	Attention: Peter Tonagh, Chief Operating Officer
	 	 	 	 
	 36.
	  	 FOXTEL Cable Television Pty

Limited (ACN 069 008 797)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113
 Australia

	 	 	 	 
	 	  	 	  	 	  	Attention: Peter Tonagh, Chief Operating Officer
	 	 	 	 
	 37.
	  	Presto Entertainment Pty Limited (f/k/a The Racing Channel Cable- TV Pty
Limited)	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113
 Australia

	 	  	(ACN 069 619 307)	  	 	  	Attention: Peter Tonagh, Chief Operating Officer
	 	 	 	 
	 38.
	  	 FOXTEL Finance Pty Limited

(ACN 151 691 897)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113
 Australia

	 	 	 	 
	 	  	 	  	 	  	Attention: Peter Tonagh, Chief Operating Officer


  
 Annex I - 5 














							
	 	 	 	 
	 	  	Company Name	  	
Jurisdiction of         Organization

 
	  	 Address

	 	 	 	 
	 39.    
	  	 FOXTEL Holdings Pty Limited

(ACN 151 690 327)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113
 Australia

	 	 	 	 
	 	  	 	  	 	  	Attention: Peter Tonagh, Chief
Operating
Officer
	 	 	 	 
	 40.
	  	 FOXTEL Australia Pty Limited

(ACN 151 691 753)
	  	 Australia
	  	 5 Thomas Holt Drive

North Ryde NSW 2113
 Australia

	 	 	 	 
	 	  	 	  	 	  	Attention: Peter Tonagh, Chief
Operating Officer
	 	 	 	 
	 41.
	  	Century Programming Ventures Corp.	  	 Nevada, United

States of America
	  	 5 Thomas Holt Drive

North Ryde NSW 2113
 Australia

	 	 	 	 
	 	  	 	  	 	  	Attention: Peter Tonagh, Chief
Operating Officer


  
 Annex I - 6 













 ANNEX II to 

Member Guarantee 
 [Form of
Accession Deed] 
 ACCESSION DEED 

THIS DEED POLL is made on [insert date] by [insert name of Member Guarantor] (ABN ________________) (incorporated in [insert name of
jurisdiction]) of [insert address of Member Guarantor] (“Member Guarantor”). 
 RECITALS: 

 

	A.	 Under a Deed of Guarantee (“Deed of Guarantee”) dated 25 July 2012
executed by each Initial Member Guarantor in favour of each person who is from time to time a holder (“Holder”) of one or more of any of the (i) U.S.$150,000,000 3.68% Series D Guaranteed Senior Notes due 2019, (ii)
U.S.$200,000,000 4.27% Series E Guaranteed Senior Notes due 2022, (iii) U.S.$150,000,000 4.42% Series F Guaranteed Senior Notes due 2024 and (iv) A$100,000,000 7.04% Series G Guaranteed Senior Notes due 2022, in each case issued by FOXTEL MANAGEMENT PTY LIMITEDFoxtel Management Pty Ltd (ABN 65 068 671 938), a company registered under the laws of
Australia (“FOXTELFoxtel Management”), in its own capacity (in such capacity, the
“Company”), pursuant to the Note and Guarantee Agreement dated as of September 24, 2009, among
theJuly 25, 2012 (as amended pursuant to the Amendment No. 1 and Guarantee Agreement dated as of November 22, 2019, and as further amended,
modified or supplemented from time to time), among NXEA Australia Pty Limited (ABN 85 625 190 990), the Company, Sky Cable Pty Limited (ABN 14 069 799 640) (“Sky Cable”),
Foxtel Media Pty Limited (f/k/a Telstra Media Pty Limited) (ABN 72
069 799 640279 027)
(“TelstraFoxtel Media” and, together with Sky Cable, the
“Partners”), FOXTELFoxtel Management, in its capacity as agent for the Partners as a partnership
carrying on the business of the FOXTELFoxtel Partnership and as agent for the
FOXTELFoxtel Television Partnership, and each of the purchasers listed in Schedule A attached thereto, a person
may become a Member Guarantor by execution of this deed poll. 


  

	B.	 The Member Guarantor wishes to guarantee to each Holder the Guaranteed Obligations and to become a Member
Guarantor. 


 THIS DEED POLL WITNESSES as follows: 

1. Definitions and interpretation 
  

	(a)	 In this deed poll words and phrases defined in the Deed of Guarantee have the same meaning.



  

	(b)	 In this deed poll: 














 “Additional Member Guarantor” means any
person that has become a Member Guarantor (since the date of execution of the Deed of Guarantee) by execution of an Accession Deed; 

“Existing Member Guarantor” means an Initial Member Guarantor or an Additional Member Guarantor
and which, in either case, has not been released from the Deed of Guarantee; 
 “Guaranteed
Obligations” has the same meaning as in the Deed of Guarantee; 
 “Holder” has the meaning
given in Recital A above; and 
 “Initial Member Guarantor” means each Person that shall have
initially executed and delivered the Deed of Guarantee. 
  

	(c)	                 In this deed
poll: 


 (1)     A reference to the Deed of Guarantee includes all
amendments or supplements to, or replacements or novations of, either of them; and 
 (2)   a
reference to a Holder includes its successors and permitted assigns. 
 2.  Guarantee 

For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Member Guarantor hereby jointly and severally
with each Existing Member Guarantor absolutely, irrevocably and unconditionally guarantees to each Holder the due and punctual payment and performance of the Guaranteed Obligations. 

3.  Representations and Warranties 

The Member Guarantor represents and warrants as set out in Section 3 of the Deed of Guarantee. 

4.  Status of Guarantor 
 The Member
Guarantor agrees that it hereby becomes a “Member Guarantor” as defined in, and for all purposes under, the Deed of Guarantee as if named in and as a party to the Deed of Guarantee, and accordingly is bound by the Deed of Guarantee as a
Member Guarantor. 
 5.  Benefit of deed poll 

This deed poll is given in favour of and for the benefit of: 
  

	(a)	 each Holder; and 



 

	(b)	 each Existing Member Guarantor; 



and their respective successors and permitted assigns. 

  
 Annex II - 2 













 6.  Address for notices 

The details for the Member Guarantor for service of notices are: 

Email: 
 Address: 

Attention: 
 Facsimile: 

7.  Jurisdiction and process 
 The
provisions of Section 5.03 of the Deed of Guarantee shall apply, mutatis mutandis, to this deed poll as if set out in full. 
 8.
 Governing law and jurisdiction 
 This deed poll shall be governed by and construed in accordance with the laws of the State of
New South Wales in the Commonwealth of Australia. 
 [MEMBER GUARANTOR] 
  

			
		 	By:                                     
           
		 	      Name:
		 	      Title:


  
 Annex II - 3