EXCHANGE AGENT AGREEMENTExchange Agent Agreement • February 16th, 2006 • News Australia Holdings Pty LTD • 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$1,150,000,000 aggregate principle amount of its 6.40% Senior Notes due 2035 (the “Old Securities”) for like amounts of its 6.40% Senior Notes due 2035 (the “New Securities”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2006 (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”.
