Exhibit 10.20
================================================================================
NEWS AMERICA INCORPORATED,
Company,
THE NEWS CORPORATION LIMITED,
FOX BROADCASTING COMPANY,
FOX ENTERTAINMENT GROUP, INC.,
FOX TELEVISION HOLDINGS, INC.,
HARPERCOLLINS PUBLISHERS INC.,
HARPERCOLLINS (UK),
THE HERALD AND WEEKLY TIMES LIMITED,
NATIONWIDE NEWS PTY. LIMITED,
NEWS AMERICA MARKETING FSI, INC.,
NEWS GROUP NEWSPAPERS LIMITED,
NEWS INTERNATIONAL plc,
NEWS LIMITED,
NEWS PUBLISHING AUSTRALIA LIMITED,
NEWS SECURITIES B.V.,
NEWS T INVESTMENTS, INC.,
NEWS TRIANGLE FINANCE, INC.,
NEWSCORP INVESTMENTS,
NEWSCORP OVERSEAS LIMITED,
TWENTIETH CENTURY FOX FILM CORPORATION,
TWENTIETH CENTURY FOX HOME ENTERTAINMENT, INC.,
Guarantors
and
THE BANK OF NEW YORK,
Trustee
__________________
SIXTH SUPPLEMENTAL INDENTURE
Dated as of March 1, 1999
Supplementing and Amending the
Amended and Restated Indenture
Dated as of March 24, 1993
__________________
Senior Securities
================================================================================
SIXTH SUPPLEMENTAL INDENTURE, dated as of March 1, 1999, 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"), Fox Broadcasting Company, Fox Entertainment Group,
Inc., Fox Television Holdings, Inc., HarperCollins Publishers Inc.,
HarperCollins (UK), The Herald and Weekly Times Limited, Nationwide News Pty.
Limited, News America Marketing FSI, Inc., News Group Newspapers Limited, News
International plc, News Limited, News Publishing Australia Limited, News
Securities B.V., News T Investments, Inc., News Triangle Finance, Inc., Newscorp
Investments, Newscorp Overseas Limited, Twentieth Century Fox Film Corporation,
Twentieth Century Fox Home Entertainment, Inc., 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, and this
Sixth 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 March 1, 1999, all of the stock of News America
Publications Inc., a Guarantor under the Indenture, was sold by News
Corporation, and upon such sale, News America Publications Inc. ceased to be a
Guarantor under Indenture; and
WHEREAS, effective June 30, 1998, News America FSI, Inc., a Guarantor under
the Indenture, changed its name to News America Marketing FSI, Inc.; effective
August 11, 1998, Twentieth Holdings Corporation, a Guarantor under the
Indenture, changed its name to Fox Entertainment Group, Inc.; effective October
24, 1998, Fox Television Stations, Inc., a Guarantor under the Indenture,
changed its name to Fox Television Holdings, Inc.; and effective January 22,
1999, Newscorp Investments Limited, a Guarantor under the Indenture, changed its
name to Newscorp Investments; and
WHEREAS, the provisions of this Sixth 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
-2-
WHEREAS, the Company has duly authorized the execution and delivery of this
Sixth Supplemental Indenture and has done all things necessary to make this
Sixth 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:
ARTICLE ONE
ORIGINAL INDENTURE
SECTION 101. Effect of Original Indenture.
----------------------------
Except as specifically provided in this Sixth Supplemental Indenture, the
Original Indenture shall remain in full force and effect.
ARTICLE TWO
AMENDMENTS TO THE INDENTURE
SECTION 201.
In accordance with Section 801 of the Original Indenture, News America
Publications Inc., incorporated in the State of Delaware, is hereby eliminated
as a Guarantor under the Indenture.
SECTION 202. Change of Name of Certain Guarantors.
------------------------------------
In accordance with Section 801 of the Original Indenture, the name of News
America FSI, Inc. is hereby changed to News America Marketing FSI, Inc., the
name of Twentieth Holdings Corporation is hereby changed to Fox Entertainment
Group, Inc., the name of Fox Television Stations, Inc. is hereby changed to Fox
Television Holdings, Inc. and the name of Newscorp Investments Limited is hereby
changed to Newscorp Investments.
SECTION 203. References in the Indenture.
---------------------------
By reason of the elimination of News America Publications Inc. as a
Guarantor pursuant to Section 201 hereof, the name change of four Guarantors
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:
-3-
Name Jurisdiction of Incorporation
---- -----------------------------
The News Corporation Limited South Australia, Australia
Fox Broadcasting Company Delaware
Fox Entertainment Group, Inc. Delaware
Fox Television Holdings, Inc. Delaware
HarperCollins Publishers Inc. Delaware
HarperCollins (UK) England
The Herald and Weekly Times Limited Victoria, Australia
Nationwide News Pty. Limited Australian Capital
Territory, Australia
News America Marketing FSI, Inc. Delaware
News Group Newspapers Limited England
News International plc England
News Limited South Australia, Australia
News Publishing Australia Limited Delaware
News Securities B.V. Netherlands
News T Investments, Inc. Delaware
News Triangle Finance, Inc. Delaware
Newscorp Investments England
Newscorp Overseas Limited Cayman Islands,
British West Indies
Twentieth Century Fox Film Corporation Delaware
Twentieth Century Fox Home Entertainment, Inc. Michigan
SECTION 204. Change of Definition of "Fox Group."
----------------------------------
In accordance with Section 801 of the Original Indenture, the definition of
"Fox Group" set forth in Section 101 of the Original Indenture is hereby amended
by deleting the existing definition thereof and substituting therefor the
following:
"Fox Group" means Fox Entertainment Group, Inc., a Delaware
corporation and its respective consolidated Restricted Subsidiaries.
SECTION 205. Change of Definition of "Subsidiary."
-----------------------------------
In accordance with Section 801 of the Original Indenture, the definition of
"Subsidiary" set forth in Section 101 of the Original Indenture is hereby
amended by deleting the existing definition thereof and substituting therefor
the following:
"Subsidiary" is defined as, with respect to any Person, (i) a corporation a
majority of whose capital stock with voting power, under ordinary
circumstances, to elect directors is at the time, directly or indirectly,
owned by such Person, by one or more Subsidiaries of such Person or by such
Person and one or more Subsidiaries thereof or (ii) any other Person (other
than a corporation) in which such Person,
-4-
one or more Subsidiaries thereof or such Person and one or more
Subsidiaries thereof, directly or indirectly, at the date of determination
thereof has at least a majority ownership interest and the power to direct
the policies, management and affairs thereof and shall, with respect to
News Corporation and NAI, include Fox Television Holdings, Inc. and its
Subsidiaries and their successors. For purposes of this definition, any
director's qualifying shares or investments by foreign nationals mandated
by applicable law shall be disregarded in determining the ownership of a
Subsidiary.
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 Sixth 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 Sixth
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 Sixth 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.
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental
Indenture to be duly executed as of the day and year first above written.
News America Incorporated
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Executive Vice President
-5-
Executed as a Deed in New York,
New York
The News Corporation Limited,
as Guarantor
Fox Broadcasting Company,
as Guarantor
Fox Entertainment Group, Inc.
as Guarantor
Fox Television Holdings, Inc.,
as Guarantor
HarperCollins Publishers Inc.,
as Guarantor
HarperCollins (UK),
as Guarantor
The Herald and Weekly Times Limited,
as Guarantor
Nationwide News Pty. Limited,
as Guarantor
News America Marketing FSI, Inc.,
as Guarantor
News Group Newspapers Limited,
as Guarantor
News International plc,
as Guarantor
-6-
News Limited,
as Guarantor
News Publishing Australia Limited,
as Guarantor
News Securities B.V.,
as Guarantor
News T Investments, Inc.,
as Guarantor
News Triangle Finance, Inc.,
as Guarantor
Newscorp Investments,
as Guarantor
Newscorp Overseas Limited,
as Guarantor
Twentieth Century Fox Film Corporation,
as Guarantor
Twentieth Century Fox Home
Entertainment, Inc.,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Executive Vice President,
News America
Incorporated, as Attorney
for the Guarantors
-0-
Xxx Xxxx xx Xxx Xxxx
By:
---------------------------------
Name:
Title:
[seal]
Attest:
-0-
XXXXX XX XXX XXXX )
) : ss.:
COUNTY OF NEW YORK )
On this 24 day of March, 1999, 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 Xxxxxx X. Xxxxxxxx
[Notarial Seal] XXXXXX X. XXXXXXXX
Notary Public, State of New York
No. 00-0000000
Qualified in Nassau County
Commission Expires Sept. 11, 0000
-0-
XXXXX XX XXX XXXX )
) : ss.:
COUNTY OF NEW YORK )
On the 25/th/ day of March, 1999, before me personally came Xxxxxxx Xxxxxxx
to me known, who, being by me duly sworn, did depose and say that s/he is a 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
XXXXX XXXXX
Notary Public, State of New York
No. 02DE4983115
[Notarial Seal] Qualified in Orange County
My Commission Expires June 24, 1999
/s/ XXXXX XXXXX
-10-
