pursuant to Section 2.02 of the Credit
Agreement that the undersigned hereby requests a Borrowing under the Credit
Agreement, and in that connection sets forth below the information relating to
such Borrowing (the "Proposed Borrowing") as required by Section 2.02(a) of the
Credit Agreement:
(i)
The Business Day of the Proposed Borrowing is
, 20
.
(ii)
The Class of the Proposed Borrowing is
.
(iii)
The aggregate amount of the Proposed Borrowing is
£
.
(iv)
The initial Interest Period for each Advance made as part of the
Proposed Borrowing is
month[s].
The undersigned hereby certifies that the following statements are true on the
date hereof, and will be true on the date of the Proposed Borrowing:
(A)
no Certain Funds Default is continuing or would result from the
Proposed Borrowing; and
(B)
all the Certain Funds Representations are true or, if a Certain Funds
Representation does not already include a materiality concept, true in all
material respects.
[Signature Page Follows]
Very truly yours,
21ST CENTURY FOX AMERICA, INC.
By
Name:
Title:
EXHIBIT C - FORM OF
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (the "Assignment and Assumption") is dated as of
the Applicable Date set forth below and is entered into by and between
[the][each]1 Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each]2 Assignee identified in item 2 below ([the][each, an]
"Assignee"). [It is understood and agreed that the rights and obligations of
[the Assignors][the Assignees]3 hereunder are several and not joint.]4
Capitalized terms used but not defined herein shall have the meanings given to
them in the Credit Agreement identified below (as it may be amended, amended and
restated, extended, refinanced, replaced, supplemented or otherwise modified
from time to time, the "Credit Agreement"), receipt of a copy of which is hereby
acknowledged by [the][each] Assignee. The Standard Terms and Conditions set
forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth
herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Applicable Date inserted by the Designated
Agent as contemplated below (i) all of [the Assignor's][the respective
Assignors'] rights and obligations in [its capacity as a Lender][their
respective capacities as Lenders] under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all of such outstanding
rights and obligations of [the Assignor][the respective Assignors] under the
facility identified below, and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of [the
Assignor (in its capacity as a Lender)][the respective Assignors (in their
respective capacities as Lenders)] against