Exhibit 10.13
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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
STATE STREET BANK AND TRUST COMPANY
(as successor to THE FIRST NATIONAL BANK OF BOSTON),
Trustee
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ELEVENTH SUPPLEMENTAL INDENTURE
Dated as of February 14, 2001
Amending and Supplementing the Indenture
Dated as of January 28, 1993
_______________________
Senior Securities
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ELEVENTH SUPPLEMENTAL INDENTURE, dated as of February 14, 2001, 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, 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 State Street Bank and Trust
Company, a national banking association, as successor to The First National Bank
of Boston (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, and this Eleventh 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 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, effective November 22, 2000, FEG Holdings, Inc. was added as a
Guarantor under the Indenture; and
WHEREAS, the provisions of this Eleventh 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
Eleventh Supplemental Indenture and has done all things necessary to make this
Eleventh 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.
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Except as specifically provided in this Eleventh 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.
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In accordance with Sections 801 and 1205 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 Eleventh 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 Eleventh
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 Eleventh 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 Eleventh
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 State Street Bank and Trust Company
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President
[seal]
Attest:
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STATE OF MASSACHUSETTS )
) ss.:
COUNTY OF SUFFOLK )
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 8/th/ day of March, 2001, before me personally came Xxxx X. Xxxxx,
to me known, who, being by me duly sworn, did depose and say that s/he is a Vice
President of The State Street Bank and Trust Company, 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.
Notary Public
/s/ Xxxxx X. Xxxxxxxx
[Notarial Seal] XXXXX X. XXXXXXXX
Notary Public
My Commission Expires June 19, 2003
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