Sixth Supplemental Indenture to Amended and Restated Indenture among News America Incorporated, The News Corporation Limited, Various Guarantors, and The Bank of New York, dated March 1, 1999

Summary

This agreement is a supplemental indenture dated March 1, 1999, between News America Incorporated, The News Corporation Limited, several affiliated companies as guarantors, and The Bank of New York as trustee. It updates the original indenture by removing News America Publications Inc. as a guarantor, reflecting name changes for certain guarantors, and amending definitions related to the Fox Group and subsidiaries. The agreement ensures the continued validity of the original indenture and does not materially affect the rights of security holders.

EX-10.20 5 dex1020.txt SIXTH SUPPLEMENTAL INDENTURE DATED 3/01/99 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 1211 Avenue of the Americas, New York, NY 10036, 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/ Arthur M. Siskind -------------------------------- Name: Arthur M. Siskind 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/ Arthur M. Siskind ---------------------------------------- Name: Arthur M. Siskind Title: Senior Executive Vice President, News America Incorporated, as Attorney for the Guarantors -7- The Bank of New York By: --------------------------------- Name: Title: [seal] Attest: -8- STATE OF NEW YORK ) ) : ss.: COUNTY OF NEW YORK ) On this 24 day of March, 1999, before me personally appeared Arthur M. Siskind 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 Angela D. Weissert [Notarial Seal] ANGELA D. WEISSERT Notary Public, State of New York No. 41 ###-###-#### Qualified in Nassau County Commission Expires Sept. 11, 1999 -9- STATE OF NEW YORK ) ) : ss.: COUNTY OF NEW YORK ) On the 25/th/ day of March, 1999, before me personally came Michael Culhane 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 PETER DEMOS Notary Public, State of New York No. 02DE4983115 [Notarial Seal] Qualified in Orange County My Commission Expires June 24, 1999 /s/ PETER DEMOS -10-