Exhibit 4.14
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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
U.S. BANK NATIONAL ASSOCIATION
(as successor to STATE STREET BANK AND TRUST COMPANY and
THE FIRST NATIONAL BANK OF BOSTON),
Trustee
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TWELFTH SUPPLEMENTAL INDENTURE
Dated as of June 27, 2003
Amending and Supplementing the Indenture
Dated as of January 28, 1993
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Senior Securities
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TWELFTH SUPPLEMENTAL INDENTURE, dated as of June 27, 2003, among News
America Incorporated, a Delaware corporation (the "Company") with its principal
office located at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, 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 U.S. Bank National
Association, a national banking association, as successor to State Street Bank
and Trust Company and The First National Bank of Boston, as trustee (the
"Trustee"), amending and supplementing the Indenture, dated as of January 28,
1993 (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 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 March 24, 1993,
the Second Supplemental Indenture, dated as of April 8, 1993, the Third
Supplemental Indenture, dated as of May 20, 1993, the Fourth Supplemental
Indenture, dated as of May 28, 1993, the Fifth Supplemental Indenture, dated
July 21, 1993, the Sixth Supplemental Indenture, dated as of January 25, 1994,
the Seventh Supplemental Indenture, dated as of February 4, 1994, the Eighth
Supplemental Indenture, dated as of May 12, 1994, the Ninth Supplemental
Indenture, dated as of August 1, 1995, the Tenth Supplemental Indenture, dated
as of March 2, 2000, the Eleventh Supplemental Indenture, dated as of February
14, 2001, and this Twelfth 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
unconditionally and fully released in writing from all obligations under
guarantees of Indebtedness under the Override Agreement and are therefore
released and eliminated from the terms of the Guarantee and as Guarantors under
the Indenture; and
WHEREAS, the provisions of this Twelfth Supplemental Indenture shall
not adversely affect the interests of the Holders of Securities 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 Twelfth Supplemental Indenture and has done all things necessary to make
this Twelfth 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 Securities, as follows:
ARTICLE ONE
ORIGINAL INDENTURE
SECTION 101. Effect of Original Indenture.
Except as specifically provided in this Twelfth Supplemental Indenture,
the Original Indenture, as heretofore supplemented and amended, shall remain in
full force and effect.
ARTICLE TWO
AMENDMENTS TO THE INDENTURE
SECTION 201. Release of Certain Guarantors.
In accordance with Sections 801 and 1205 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
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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 Twelfth 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 Twelfth
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 Twelfth 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 Twelfth
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
News America Marketing FSI, Inc.,
as Guarantor
News Publishing Australia Limited,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Executive Vice President,
News America Incorporated, as
Attorney for the Guarantors
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U.S. Bank National Association
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President
[seal]
Attest: /s/ Xxxxx X. Xxxxxx
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 24th day of June, 2003, 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.
By: /s/ Xxxxxxx Xxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx Xxxxxx
Title: Notary Public, State of New York
No. 01JO6025169
Qualified in King County
Commission Expires June 28, 2003
[Notarial Seal]
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XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
On the 27th day of June, 2003, before me personally came Xxxxxx X.
Xxxxx, to me known, who, being by me duly sworn, did depose and say that s/he is
a Vice President of U.S. Bank National Association, the national banking
association described in and which executed the foregoing instrument by
authority of the Board of Directors of said national banking association, and
that s/he signed her/his name thereto by like authority.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Notary Public
My Commission Expires February 7, 2008
[Notarial Seal]
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