Form Of Intercompany Note Of 20th Century Fox Film Corp.

EXHIBIT 10.30(a)


TERM PROMISSORY NOTE


$3,094,000,000.00 New York, New York
November 5, 1998


FOR VALUE RECEIVED, the undersigned, Twentieth Century Fox Film Corporation, a Delaware corporation (the "Promisor"), HEREBY PROMISES TO PAY to the order of FEG Holdings, Inc., a Delaware corporation with offices at 1300 North Market Street, Suite 404, Wilmington, Delaware 19801 (the "Promisee"), (i) the principal sum of THREE BILLION NINETY FOUR MILLION DOLLARS AND NO CENTS ($3,094,000,000.00) on June 30, 2003 (the "Maturity Date") and (ii) interest on any and all principal amounts remaining unpaid hereunder from time to time outstanding from the date hereof until such principal amount becomes due, accruing at the Adjusted Rate (as hereinafter defined). Interest shall be payable quarterly on March 31, June 30, September 30 and December 31 of each year, commencing December 31, 1998 until the unpaid principal amount of this Term Promissory Note, together with all accrued and unpaid interest, has been paid in full. The "Adjusted Rate" means the average annual interest rate (the "News Rate") paid on the consolidated Long Term Debt (as hereinafter defined) of The News Corporation Limited, a South Australia corporation ("News Corporation"), during the prior full fiscal year of News Corporation. The Adjusted Rate shall initially be the News Rate for the fiscal year ended on June 30, 1998 and shall be adjusted commencing on July 1 of each year thereafter. The term "Long Term Debt" means debt instruments or obligations of News Corporation and its consolidated subsidiaries which have a maturity of greater than one year.


Notwithstanding any other provision of this Term Promissory Note, the Promisor may, at its option, prepay this Term Promissory Note, in whole at any time or in part from time to time, without penalty or premium, each such prepayment to be accompanied by the payment of accrued interest to the date of each prepayment on the amount prepaid.


If (a) the Promisor shall fail to pay any principal of or interest on this Term Promissory Note when due (whethe ...