Exhibit 4.2
------------------
------------------
NEWS AMERICA INCORPORATED,
Company,
THE NEWS CORPORATION LIMITED,
FEG HOLDINGS, INC.,
FOX ENTERTAINMENT GROUP, INC.,
NEWS AMERICA MARKETING FSI, INC.,
NEWS PUBLISHING AUSTRALIA LIMITED,
Guarantors
and
THE BANK OF NEW YORK,
Trustee
------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of June 27, 2003
Amending and Supplementing the Indenture
Dated as of March 21, 2003
------------------
Senior Exchangeable
Beneficial Unsecured exChangeable Securities (BUCS) due 2023
------------------
------------------
FIRST SUPPLEMENTAL INDENTURE, dated as of June 27, 2003, among News
America Incorporated, a Delaware corporation ("NAI" or the "Company") with its
principal office located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, The
News Corporation Limited, an Australian corporation (A.C.N. 007 910 330) ("News
Corporation"), FEG Holdings, Inc., Fox Entertainment Group, Inc., News America
Marketing FSI, Inc., News Publishing Australia Limited, and The Bank of New
York, a New York banking corporation (the "Trustee"), amending and supplementing
the Indenture, dated as of March 21, 2003 (the "Original Indenture"), among the
Company, the guarantors named therein (collectively, the "Guarantors") and the
Trustee, which provided for the issuance of the Company's Senior Exchangeable
Beneficial Unsecured exChangeable Securities due 2023 (the "Securities"). (The
Original Indenture as supplemented by this First Supplemental Indenture, dated
as of June 27, 2003, and as may hereafter be supplemented is referred to herein
as the or this "Indenture"). Capitalized terms used herein and not otherwise
defined herein have the meanings ascribed thereto in the Indenture.
RECITALS:
WHEREAS, effective June 27, 2003, HarperCollins Publishers Inc.,
HarperCollins (UK), News International plc, News Limited, News Securities B.V.
and Newscorp Investments, each a Guarantor under the Indenture, were each
eliminated from the terms of the Guarantee and as Guarantors under the
Indenture; and
WHEREAS, the provisions of this First Supplemental Indenture shall not
adversely affect the interests of the Holders of Securities of any series in any
material respect; and
WHEREAS, the Original Indenture is subject to the provisions of the
United States Trust Indenture Act of 1939, as amended (the "TIA"), that are
required to be part of the Original Indenture and the Indenture shall, to the
extent applicable, be governed by such provisions; and
WHEREAS, the Company has duly authorized the execution and delivery of
this First Supplemental Indenture and has done all things necessary to make this
First Supplemental Indenture a valid agreement in accordance with its terms.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of any
series thereof, as follows:
-2-
ARTICLE ONE
ORIGINAL INDENTURE
SECTION 101. Effect of Original Indenture.
----------------------------
Except as specifically provided in this First Supplemental Indenture,
the Original Indenture shall remain in full force and effect.
ARTICLE TWO
AMENDMENTS TO THE INDENTURE
SECTION 201. Release of Certain Guarantors.
-----------------------------
In accordance with Section 9.1 of the Original Indenture, HarperCollins
Publishers Inc., HarperCollins (UK), News International plc, News Limited, News
Securities B.V. and Newscorp Investments, are each hereby eliminated as
Guarantors under the Indenture.
SECTION 203. References in the Indenture.
---------------------------
By reason of the elimination of HarperCollins Publishers Inc.,
HarperCollins (UK), News International plc, News Limited, News Securities B.V.
and Newscorp Investments as Guarantors pursuant to Section 201 hereof, and the
continuation, as Guarantors, of the Guarantors under the Indenture, all
references in the Indenture to the "Guarantors" are hereby deemed to refer to
the following entities and all such references to each or any "Guarantor" are
hereby deemed to refer to each of such entities:
Name Jurisdiction of Incorporation
---- -----------------------------
The News Corporation Limited Australia
FEG Holdings, Inc. Delaware
Fox Entertainment Group, Inc. Delaware
News America Marketing FSI, Inc. Delaware
News Publishing Australia Limited Delaware
-3-
ARTICLE THREE
MISCELLANEOUS
SECTION 301. Effect of Headings.
------------------
The Article and Section headings herein are for convenience of
reference only and shall not effect the construction hereof.
SECTION 302. Governing Law.
-------------
Subject to the following sentence, this First Supplemental Indenture
shall be governed by, and construed in accordance with, the laws of the State of
New York, without regard to principles of conflicts of laws. This First
Supplemental Indenture is subject to the provisions of the TIA that are required
to be part of the Original Indenture and shall, to the extent applicable, be
governed by such provisions.
SECTION 303. Counterparts.
------------
This First Supplemental Indenture may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
-4-
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the day and year first above
written.
News America Incorporated
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Executive Vice President
Executed as a Deed in New York,
New York
The News Corporation Limited,
as Guarantor
FEG Holdings, Inc.,
as Guarantor
Fox Entertainment Group, Inc.
as Guarantor
News America Marketing FSI, Inc.,
as Guarantor
News Publishing Australia Limited,
as Guarantor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Executive Vice President,
News America Incorporated, as Attorney
for the Guarantors
-▇-
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President
-▇-
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
) ss.:
COUNTY OF NEW YORK )
On this 24th day of June, 2003, before me personally appeared ▇▇▇▇▇▇ ▇.
----
▇▇▇▇▇▇▇ who acknowledged himself to be a Senior Executive Vice President of News
America Incorporated, and that he, as such Senior Executive Vice President,
being authorized so to do, executed the foregoing instrument for the purposes
therein contained, by signing the name of the corporation by himself as such
Senior Executive Vice President.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Notary Public
[Notarial Seal] ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Notary Public State of New York
No. 01JO6025169
Qualified in King County
Commission Expires June 28, ▇▇▇▇
-▇-
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of June, 2003, before me personally came ▇▇▇▇▇ ▇.
---- --------
Holder, to me known, who, being by me duly sworn, did depose and say that s/he
------
is a Assistant Vice President of The Bank of New York, the New York banking
------------------------
corporation described in and which executed the foregoing instrument by
authority of the Board of Directors of said New York banking corporation, and
that s/he signed her/his name thereto by like authority.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
[Notarial Seal] Notary Public, State of New York
No. ▇▇-▇▇▇▇▇▇▇
Qualified in Bronx County
Certificate filed in New York County
Commission Expires December 31, 2005
-8-
