and REGISTRATION RIGHTS AGREEMENT Dated as of December 3, 2004 by and among NEWS AMERICA INCORPORATED and THE GUARANTORS named herein GOLDMAN, SACHS & CO. as Initial PurchaserRegistration Rights Agreement • February 16th, 2005 • Feg Holdings Inc • Newspapers: publishing or publishing & printing • New York
This Agreement is made pursuant to the Purchase Agreement dated as of November 30, 2004 by and among the Issuer, the Guarantors and the Initial Purchaser (the “Purchase Agreement”), which provides for, among other things, the sale by the Issuer to the Initial Purchaser of an aggregate of $750,000,000 principal amount of the Issuer’s 5.30% Senior Notes Due 2014 (the “2014 Notes”) and an aggregate of $1,000,000,000 principal amount of the Issuer’s 6.20% Senior Notes Due 2034 (the “2034 Notes” and collectively with the 2014 Notes, the “Securities”). In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Issuer has agreed to provide to the Initial Purchaser and its direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • February 16th, 2005 • Feg Holdings Inc • Newspapers: publishing or publishing & printing • New York
News America Incorporated, a Delaware corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange up to US$750,000,000 aggregate principle amount of its 5.30% Senior Notes due 2014 and up to US1,000,000,000 aggregate principal amount of its 6.20% Senior Notes due 2034 (the “Old Securities”) for like amounts of its 5.30% Senior Notes due 2014 and its 6.20% Senior Notes due 2034 (the “New Securities”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2005 (the “Prospectus”), proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the “Securities”.
