Exhibit 4.11
FORM OF EXCHANGE 4.750% SENIOR NOTE
[Include if Security is in global form and the Depository Trust Company is
the U.S. Depositary -- UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
[Include if Security is in global form -- TRANSFERS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE.]
REGISTERED REGISTERED
R-1 **$ **
NEWS AMERICA INCORPORATED
4.750% SENIOR NOTES DUE MARCH 15, 2010
CUSIP _________________
see reverse for certain definitions
NEWS AMERICA INCORPORATED, a Delaware corporation ("NAI" or the "Company", which
terms include any successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to
**CEDE & CO.**
or registered assigns;
the principal amount of **__________________________________ DOLLARS**
on March 15, 2010 and to pay interest thereon from March 7, 2003 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on March 15, and September 15 of each year,
commencing September 15, 2003, at the rate of 4.750% per annum, until the
principal hereof is fully paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date, which shall be the March 1 or September 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Notes not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Note may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in such Indenture.
This Note is unconditionally guaranteed by The News Corporation Limited
(A.C.N. 007 910 330), a corporation organized under the laws of South Australia,
Australia ("News Corporation"), and the other Guarantors listed on the reverse
hereof, as set forth in Article Twelve of the Indenture and in the Guarantee
endorsed hereon. The Guarantors other than News Corporation may change from time
to time pursuant to the terms of the Indenture.
Payment of the principal of, and interest on, this Note will be made at the
offices or agencies of the Company maintained for that purpose in The City of
New York, New York in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public debts; provided,
however, that, at the option of the Company, payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or by wire transfer to an account maintained by
the Person entitled thereto as specified in the Security Register.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Indenture, or be valid or obligatory
for any purpose.
IN WITNESS WHEREOF, NAI has caused this Note to be signed manually or by
facsimile by its duly authorized officers and a facsimile of its corporate seal
to be affixed hereto or imprinted hereon.
Dated:
NEWS AMERICA INCORPORATED
By:____________________ By:___________________
Secretary Senior Executive Vice
President
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities referred
to in the within-mentioned Indenture
THE BANK OF NEW YORK, as Trustee
By:____________________________
Authorized Signatory
Date:
[Reverse]
NEWS AMERICA INCORPORATED
4.750% SENIOR NOTES DUE MARCH 15, 2010
Indenture
This Security is one of a duly authorized series (this series being the
"Securities") of debt securities of News America Incorporated, a Delaware
corporation ("NAI" or the "Company"), issued under an Amended and Restated
Indenture dated as of March 24, 1993, as supplemented by a First Supplemental
Indenture, dated as of May 20, 1993, a Second Supplemental Indenture, dated as
of May 28, 1993, a Third Supplemental Indenture, dated as of July 21, 1993, a
Fourth Supplemental Indenture, dated as of October 20, 1995, a Fifth
Supplemental Indenture, dated as of January 8, 1998, a Sixth Supplemental
Indenture, dated as of March 1, 1999, a Seventh Supplemental Indenture, dated as
of February 14, 2001 and an Eighth Supplemental Indenture, dated as of June 27,
2003 (as so supplemented, the "Indenture"), among NAI, the Guarantors named
therein (the "Guarantors") and The Bank of New York, as Trustee (the "Trustee",
which term includes any successor trustee under the indenture), which provides
for the issuance by NAI from time to time of debt securities (the "Debt
Securities") in one or more series, in which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Guarantors, the Trustee and the Holders of the Debt Securities and of the
terms upon which the Debt Securities are, and are to be, authenticated and
delivered. The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as in effect on the date of the Indenture (the "TIA"), and as provided in
the Indenture. The terms of the Securities and Guarantee set forth in this
certificate are qualified in their entirety by reference to the terms of the
Indenture. The Securities are subject to all such terms, and Securityholders are
referred to the Indenture and the TIA for a statement of those terms. The
Securities are unconditionally guaranteed on a senior basis (the "Guarantee") by
the Guarantors. Capitalized terms used herein and not defined herein have the
meanings ascribed thereto in the Indenture.
1. Paying Agent and Security Registrar
Initially, the Trustee will act as Paying Agent and Security Registrar. NAI
may appoint and change any Paying Agent or Security Registrar without notice,
other than notice to the Trustee. NAI or any Subsidiary or an Affiliate of
either of them may act as Paying Agent, Security Registrar or co-registrar.
2. Redemption Upon the Requirement of a Foreign Guarantor to Pay Certain
Additional Amounts (as defined in the Indenture)
The Securities are not redeemable, provided, however, that the Securities
may be redeemed at the option of NAI, in whole, but not in part, at 100% of
principal amount, plus accrued interest to the redemption date in the event that
NAI has delivered to the Trustee an Officer's Certificate stating that (i) NAI
does not have sufficient funds to fulfill its obligations
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under the Indenture and a Guarantor is required to make the payments on the
Securities pursuant to the Guarantee, (ii) a Guarantor that is not a United
States resident has or will become obligated to pay the Additional Amounts which
are described in Section 1204 of the Indenture and (iii) such obligation cannot
be avoided by the Guarantor taking reasonable measures (including News
Corporation causing any other Guarantor to make payments pursuant to the
Guarantee) that require no material cost to News Corporation or any other
Guarantor.
Notice of redemption will be mailed at least 30 days but not more than 60
days before the Redemption Date to each Holder of Securities to be redeemed at
the Holder's registered address.
3. Repurchase Upon Change of Control Triggering Event
Subject to the terms and conditions of the Indenture, NAI shall become
immediately obligated to offer to purchase the Securities pursuant to Section
1301 of the Indenture upon the occurrence of a Change of Control Triggering
Event at a price equal to 101% of aggregate principal amount, plus accrued
interest, if any, to the date of purchase.
4. Denominations; Transfer; Exchange
The Securities are in registered form, without coupons, in denominations of
US$1,000 of principal amount and integral multiples thereof. A Holder may
transfer or exchange Securities in accordance with the terms of the Indenture.
The Security Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Security Registrar need not
register the transfer or exchange of any Securities for a period of 15 days
before the selection of any Securities for redemption or of any Securities so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.
5. Persons Deemed Owners
The registered Holder of this Security may be treated as the owner of the
Security for all purposes.
6. Amendment; Waiver
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of Securities under the Indenture and the
waiver of compliance by the Company with certain provisions of the Indenture at
any time with the consent of the Holders of a majority in aggregate principal
amount of the Debt Securities at the time outstanding (or, in case less than all
of the several series of Debt Securities then outstanding are affected, of the
Holders of a majority in principal amount of the Debt Securities at the time
outstanding of each affected series). The Indenture also permits the Holders of
a majority in principal amount of the Securities at the time outstanding, on
behalf of the Holders of all the Securities, to waive certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder hereof shall be conclusive and binding upon such Holder and upon all
future Holders hereof and of any
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Securities issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not notation of such consent or waiver is made
hereon.
7. Defeasance
The Indenture contains provisions for defeasance at any time of (i) the
entire indebtedness of the Securities and (ii) certain restrictive covenants and
certain Events of Default applicable to the Securities, upon compliance by the
Company with certain conditions set forth in the Indenture.
8. Defaults and Remedies
Under the Indenture, Events of Default include (i) default in payment of
the principal amount, premium, if any, or interest, in respect of the Securities
when the same becomes due and payable subject, in the case of interest, to the
grace period contained in the Indenture; (ii) failure by the Company or the
Guarantors to perform any other covenant or warranty (other than a covenant
included in the Indenture solely for the benefit of another series of Debt
Securities), subject to notice and lapse of time; (iii) failure to pay at Stated
Maturity (after the expiration of any grace period) certain indebtedness; (iv)
certain events of acceleration prior to maturity of certain indebtedness; (v)
certain final judgments which remain undischarged; or (vi) certain events of
bankruptcy or insolvency. If an Event of Default occurs and is continuing, the
Holders of at least 25% in aggregate principal amount of the Securities at the
time outstanding may declare all the Securities to be due and payable
immediately. Certain events of bankruptcy or insolvency are Events of Default
which will result in the Securities becoming due and payable immediately upon
the occurrence of such Events of Default.
Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in aggregate principal amount of the
Securities at the time outstanding may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Securityholders notice of any
continuing Default (except a Default in payment of amounts specified in clause
(i) above) if it determines that withholding notice is in their interests.
9. Trustee Dealings with NAI
Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by NAI or its Affiliates and may otherwise deal with NAI or its Affiliates
with the same rights it would have if it were not Trustee.
10. No Recourse Against Others
A director, officer, employee or stockholder, as such, of NAI shall not
have any liability for any obligations of NAI under the Securities or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each
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Securityholder waives and releases all such liability. The waiver and release
are part of the consideration for the issue of the Securities.
11. Abbreviations
Customary abbreviations may be used in the name of a Principal or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gifts to Minors
Acts).
12. Governing Law
THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS.
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OPTION OF HOLDER TO ELECT PURCHASE
If you wish to have this Security purchased by the Company pursuant to
Section 1301 of the Indenture, check the Box. [_]
If you wish to have a portion of this Security purchased by the Company
pursuant to Section 1301 of the Indenture, state the amount (in original
principal amount):
$ ________________
________________________________________________________________________________
Date:_____________ Your Signature________________
____________________________________________________________________
(Sign exactly as your name appears on the other side of this Note)
Signature Guarantee:_________________________
Signatures must be guaranteed by an "eligible
guarantor institution" meeting the requirements
of the Security Registrar, which requirements
include membership or participation in the
Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee
program" as may be determined by the Security
Registrar in addition to, or in substitution
for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
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GUARANTEE
Each of The News Corporation Limited and the other entities listed below,
each a "Guarantor" and collectively the "Guarantors", which terms include any
successor Person under the Indenture (as defined in the Security upon which this
notation is endorsed), have unconditionally guaranteed on a senior basis (i) the
due and punctual payment of the principal of, premium, if any, and interest
(including post-petition interest) on the Securities, when and as the same shall
become due and payable, whether at maturity, by acceleration, as a result of
redemption, upon a Change of Control Triggering Event, by acceleration or
otherwise, (ii) the due and punctual payment of interest on the overdue
principal of, premium and interest, if any, on the Securities, to the extent
lawful, (iii) the due and punctual performance of all other obligations of NAI
to the Holders or the Trustee under the Indenture and (iv) in case of any
extension of time of payment or renewal of any Securities or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at Stated
Maturity, by acceleration or otherwise.
The obligations of each Guarantor to the Holders of the Securities and to
the Trustee pursuant to the Guarantees and the Indenture are expressly set forth
to the extent and in the manner provided in Article Twelve of the Indenture and
reference is hereby made to such Indenture for the precise terms of the
Guarantees therein made. The Guarantors, other than News Corporation, may change
from time to time pursuant to the terms of the Indenture. Reference is hereby
made to the Indenture and all Indentures supplemental thereto for a complete
list of the Guarantors as of any date subsequent to , 2003.
No stockholder, officer, director or incorporator, as such, past, present
or future, of any Guarantor shall have any personal liability under the
Guarantee by reason of his or its status as such stockholder, officer, director
or incorporator.
The Guarantees shall not be valid or obligatory for any purpose until the
certificate of authentication on the Securities upon which this Guarantee is
noted shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized signatories.
Executed as a deed in New York, New York.
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GUARANTORS
The News Corporation Limited FEG Holdings, Inc. Fox Entertainment Group, Inc. News America Marketing FSI,
Inc.
News Publishing Australia
Limited
By:_____________________________________________
Senior Executive Vice President/Group General
Counsel of News America Incorporated, as
Attorney for the Guarantors
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ASSIGNMENT FORM
To assign the Security, fill in the form below:
I or we assign and transfer this security to
INSERT ASSIGNEE'S SOC. SEC. OR TAX ID NO.
_________________________________________
________________________________________________________________________________
================================================================================
________________________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint ________________________________________________________
________________________________________________________________________________
to transfer this Security on the books of NAI. The agent may substitute another
to act for him.
Date:_______________________ Your Signature:________________________
(Sign exactly as your name appears on
the other side of this Security)
Guaranteed:__________________________
Signatures must be guaranteed by an "eligible
guarantor institution" meeting the requirements
of the Security Registrar, which requirements
include membership or participation in the
Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee
program" as may be determined by the Security
Registrar in addition to, or in substitution
for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
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