Exhibit 10.21
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NEWS AMERICA INCORPORATED,
Company,
THE NEWS CORPORATION LIMITED,
FEG HOLDINGS, INC.,
FOX ENTERTAINMENT GROUP, INC.,
HARPERCOLLINS PUBLISHERS INC.,
HARPERCOLLINS (UK),
NEWS AMERICA MARKETING FSI, INC.,
NEWS INTERNATIONAL plc,
NEWS LIMITED,
NEWS PUBLISHING AUSTRALIA LIMITED,
NEWS SECURITIES B.V.,
NEWSCORP INVESTMENTS,
Guarantors
and
THE BANK OF NEW YORK,
Trustee
______________________
SEVENTH SUPPLEMENTAL INDENTURE
Dated as of February 14, 2001
Supplementing and Amending the
Amended and Restated Indenture
Dated as of March 24, 1993
______________________
Senior Securities
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SEVENTH SUPPLEMENTAL INDENTURE, dated as of February 14, 2001, among News
America Incorporated, a Delaware corporation ("NAI" or the "Company") with its
principal office located at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, The
News Corporation Limited, a South Australia, Australia corporation (A.C.N. 007
910 330) ("News Corporation"), FEG Holdings, Inc., Fox Entertainment Group,
Inc., HarperCollins Publishers Inc., HarperCollins (UK), News America Marketing
FSI, Inc., News International plc, News Limited, News Publishing Australia
Limited, News Securities B.V., Newscorp Investments, and The Bank of New York, a
New York banking corporation (the "Trustee"), supplementing and amending the
Amended and Restated Indenture, dated as of March 24, 1993 (the "Original
Indenture"), among the Company, the guarantors named therein (collectively, the
"Guarantors") and the Trustee, which provided for the issuance from time to time
of the Company's senior debt securities, to be issued in one or more series as
provided therein (the "Securities"). (The Original Indenture as supplemented by
the First Supplemental Indenture, dated as of May 20, 1993, the Second
Supplemental Indenture, dated as of May 28, 1993, the Third Supplemental
Indenture, dated as of July 21, 1993, the Fourth Supplemental Indenture, dated
as of October 20, 1995, the Fifth Supplemental Indenture, dated as of January 8,
1998, the Sixth Supplemental Indenture, dated as of March 1, 1999, and this
Seventh Supplemental Indenture 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 November 22, 2000, Fox Broadcasting Company, Fox
Television Holdings, Inc., The Herald and Weekly Times Limited, Nationwide News
Pty Limited, News Group Newspapers Limited, News T Investments, Inc., News
Triangle Finance, Inc., Newscorp Overseas Limited, Twentieth Century Fox Film
Corporation, and Twentieth Century Fox Home Entertainment, Inc., each a
Guarantor under the Indenture, were each eliminated from the terms of the
Guarantee and as Guarantors under the Indenture; and
WHEREAS, effective November 22, 2000, FEG Holdings, Inc. was added as a
Guarantor under the Indenture; and
WHEREAS, the provisions of this Seventh 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
Seventh Supplemental Indenture and has done all things necessary to make this
Seventh Supplemental Indenture a valid agreement in accordance with its terms.
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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:
ARTICLE ONE
ORIGINAL INDENTURE
SECTION 101. Effect of Original Indenture.
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Except as specifically provided in this Seventh Supplemental Indenture, the
Original Indenture shall remain in full force and effect.
ARTICLE TWO
AMENDMENTS TO THE INDENTURE
SECTION 201. Release of Certain Guarantors.
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In accordance with Section 801 of the Original Indenture, Fox Broadcasting
Company, Fox Television Holdings, Inc., The Herald and Weekly Times Limited,
Nationwide News Pty Limited, News Group Newspapers Limited, News T Investments,
Inc., News Triangle Finance, Inc., Newscorp Overseas Limited, Twentieth Century
Fox Film Corporation, and Twentieth Century Fox Home Entertainment, Inc., are
each hereby eliminated as Guarantors under the Indenture.
SECTION 202. Addition of Guarantor.
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In accordance with Section 801 of the Original Indenture, FEG Holdings,
Inc., is hereby added as a Guarantor under the Indenture.
SECTION 203. References in the Indenture.
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By reason of the elimination of Fox Broadcasting Company, Fox Television
Holdings, Inc., The Herald and Weekly Times Limited, Nationwide News Pty
Limited, News Group Newspapers Limited, News T Investments, Inc., News Triangle
Finance, Inc., Newscorp Overseas Limited, Twentieth Century Fox Film
Corporation, and Twentieth Century Fox Home Entertainment, Inc. as Guarantors
pursuant to Section 201 hereof, and the addition of FEG Holdings, Inc. as a
Guarantor pursuant to Section 202 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
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The News Corporation Limited South Australia, Australia
FEG Holdings, Inc. Delaware
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Fox Entertainment Group, Inc. Delaware
HarperCollins Publishers Inc. Delaware
HarperCollins (UK) England
News America Marketing FSI, Inc. Delaware
News International plc England
News Limited South Australia, Australia
News Publishing Australia Limited Delaware
News Securities B.V. Netherlands
Newscorp Investments England
ARTICLE THREE
MISCELLANEOUS
SECTION 301. Effect of Headings.
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The Article and Section headings herein are for convenience of reference
only and shall not effect the construction hereof.
SECTION 302. Governing Law.
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Subject to the following sentence, this Seventh 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 Seventh
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.
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This Seventh 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Seventh
Supplemental Indenture to be duly executed as of the day and year first above
written.
News America Incorporated
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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
HarperCollins Publishers Inc.,
as Guarantor
HarperCollins (UK),
as Guarantor
News America Marketing FSI, Inc.,
as Guarantor
News International plc,
as Guarantor
News Limited,
as Guarantor
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News Publishing Australia Limited,
as Guarantor
News Securities B.V.,
as Guarantor
Newscorp Investments,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Executive Vice President,
News America
for the Guarantors
The Bank of New York
By: /s/ Xxxxx X. Xxxxxx
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Name: XXXXX X. XXXXXX
Title: ASSISTANT TREASURER
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 14/th/ day of February, 2001, before me personally appeared Xxxxxx
X. Xxxxxxx 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.
Notary Public
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[Notarial Seal]
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XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
On the ____ day of March, 2001, before me personally came Xxxxx X. Xxxxxx,
to me known, who, being by me duly sworn, did depose and say that s/he is an
Assistant Treasurer 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/ Xxxxxxx X. Xxxxxxx
[Notarial Seal] XXXXXXX X. XXXXXXX
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Commission Expires May 16, 2002
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