EX-10.12 3 dex1012.txt FORM OF TENTH SUPPLEMENTAL INDENTURE DATED 3/02/00 Exhibit 10.12 ================================================================================ 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 STATE STREET BANK AND TRUST COMPANY (as successor to THE FIRST NATIONAL BANK OF BOSTON), Trustee ________________________ TENTH SUPPLEMENTAL INDENTURE Dated as of March 2, 2000 Amending and Supplementing the Indenture Dated as of January 28, 1993 ________________________ Senior Securities ================================================================================ TENTH SUPPLEMENTAL INDENTURE, dated as of March 2, 2000, among News America Incorporated, a Delaware corporation (the "Company") with its principal office located at 1211 Avenue of the Americas, New York, New York 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 America 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 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 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 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 as of 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, and this Tenth 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 December 31, 1997 two Guarantors under the Indenture, News America Publishing Incorporated ("NAPI") and Fox, Inc. ("Fox"), were merged into the Company and upon such merger the separate corporate existence of NAPI and Fox ceased and the Company remained in existence as the Surviving Corporation; WHEREAS, effective January 2, 1998, the Company changed its name to News America Incorporated; 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 -2- 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, the provisions of this Tenth 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 Tenth Supplemental Indenture and has done all things necessary to make this Tenth 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, as follows: ARTICLE ONE ORIGINAL INDENTURE SECTION 101. Effect of Original Indenture. ---------------------------- Except as specifically provided in this Tenth 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. Elimination of Guarantors. -------------------------- In accordance with Section 801 of the Original Indenture, each of the following entities is hereby eliminated as a Guarantor under the Indenture: -3- Name Jurisdiction of Incorporation ---- ----------------------------- Fox, Inc. Colorado News America Publishing Incorporated Delaware News America Publications Inc. Delaware SECTION 202. Change of Name of the Company and Certain Guarantors. ----------------------------------------------------- In accordance with Section 801 of the Original Indenture, the name of the Company is hereby changed to News America Incorporated, Inc., the name of News America FSI, Inc. is hereby changed to News America Marketing FSI, Inc., the name of Twentieth Holdings Stations, Inc. 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 Limited. SECTION 203. References in the Indenture. ---------------------------- By reason of the elimination of certain Guarantors 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: 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 -4- 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 203. 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, 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. -5- SECTION 302. Governing Law. ------------- Subject to the following sentence, this Tenth 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 Tenth 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 Tenth 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. -6- IN WITNESS WHEREOF, the parties hereto have caused this Tenth 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 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 -7- 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 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 -8- 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 -9- State Street Bank and Trust Company, as Trustee By: /s/ Ruth A. Smith ---------------------------- Name: Ruth A. Smith Title: Vice President [seal] Attest: -------------------------- -10- STATE OF NEW YORK ) ) : ss.: COUNTY OF NEW YORK ) On this 8 day of March, 2000, 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. /s/ Angela D. Weissert Notary Public Angela D. Weissert [Notarial Seal] Notary Public, State of New York No. 41-4956083 Qualified in Nassau County Commission Expires Sept. 11, 2001 -11- STATE OF MASSACHUSETTS ) ) : ss.: COUNTY OF SUFFOLK ) On the 16/th/ day of May, 2000, before me personally came Ruth A. Smith, to me known, who, being by me duly sworn, did depose and say that s/he is a Vice President of 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. /s/ James M. Coolidge Notary Public [Notarial Seal] JAMES M. COOLIDGE Notary Public My Commission Expires June 19, 2003 -12-