<PAGE>
                                                                     Exhibit 4.2

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                           NEWS AMERICA INCORPORATED,

                                                Company,

                         THE NEWS CORPORATION LIMITED,
                              FEG HOLDINGS, INC.,
                         FOX ENTERTAINMENT GROUP, INC.,
                       NEWS AMERICA MARKETING FSI, INC.,
                       NEWS PUBLISHING AUSTRALIA LIMITED,


                                                Guarantors

                                      and

                              THE BANK OF NEW YORK,

                                                Trustee

                               ------------------

                          FIRST SUPPLEMENTAL INDENTURE
                            Dated as of June 27, 2003

                    Amending and Supplementing the Indenture
                           Dated as of March 21, 2003

                               ------------------

                               Senior Exchangeable
          Beneficial Unsecured exChangeable Securities (BUCS) due 2023


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<PAGE>

         FIRST SUPPLEMENTAL INDENTURE, dated as of June 27, 2003, 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, an Australian corporation (A.C.N. 007 910 330) ("News
Corporation"), FEG Holdings, Inc., Fox Entertainment Group, Inc., News America
Marketing FSI, Inc., News Publishing Australia Limited, and The Bank of New
York, a New York banking corporation (the "Trustee"), amending and supplementing
the Indenture, dated as of March 21, 2003 (the "Original Indenture"), among the
Company, the guarantors named therein (collectively, the "Guarantors") and the
Trustee, which provided for the issuance of the Company's Senior Exchangeable
Beneficial Unsecured exChangeable Securities due 2023 (the "Securities"). (The
Original Indenture as supplemented by this First Supplemental Indenture, dated
as of June 27, 2003, 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 June 27, 2003, HarperCollins Publishers Inc.,
HarperCollins (UK), News International plc, News Limited, News Securities B.V.
and Newscorp Investments, each a Guarantor under the Indenture, were each
eliminated from the terms of the Guarantee and as Guarantors under the
Indenture; and

         WHEREAS, the provisions of this First 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

         WHEREAS, the Company has duly authorized the execution and delivery of
this First Supplemental Indenture and has done all things necessary to make this
First 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:


                                       -2-

<PAGE>

                                   ARTICLE ONE

                               ORIGINAL INDENTURE

         SECTION 101.      Effect of Original Indenture.
                           ----------------------------

         Except as specifically provided in this First Supplemental Indenture,
the Original Indenture shall remain in full force and effect.

                                   ARTICLE TWO

                           AMENDMENTS TO THE INDENTURE

         SECTION 201.      Release of Certain Guarantors.
                           -----------------------------

         In accordance with Section 9.1 of the Original Indenture, HarperCollins
Publishers Inc., HarperCollins (UK), News International plc, News Limited, News
Securities B.V. and Newscorp Investments, are each hereby eliminated as
Guarantors under the Indenture.

         SECTION 203.      References in the Indenture.
                           ---------------------------

         By reason of the elimination of HarperCollins Publishers Inc.,
HarperCollins (UK), News International plc, News Limited, News Securities B.V.
and Newscorp Investments as Guarantors pursuant to Section 201 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                                  Australia
FEG Holdings, Inc.                                            Delaware
Fox Entertainment Group, Inc.                                 Delaware
News America Marketing FSI, Inc.                              Delaware
News Publishing Australia Limited                             Delaware


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<PAGE>

                                  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 First 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 First
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 First 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.


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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this First
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


                           FEG Holdings, Inc.,
                                  as Guarantor


                           Fox Entertainment Group, Inc.
                                  as Guarantor


                           News America Marketing FSI, Inc.,
                                  as Guarantor


                           News Publishing Australia Limited,
                                  as Guarantor


                           By: /s/ Arthur M. Siskind
                              -------------------------
                              Name: Arthur M. Siskind
                              Title: Senior Executive Vice President,
                                     News America Incorporated, as Attorney
                                     for the Guarantors


                                       -5-

<PAGE>

                           The Bank of New York

                           By: /s/ Kisha A. Holder
                              -------------------------------
                              Name: Kisha A. Holder
                              Title: Assistant Vice President


                                       -6-

<PAGE>

STATE OF NEW YORK   )
                    ) ss.:
COUNTY OF NEW YORK  )

         On this 24th day of June, 2003, 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/ Camille Marcia Joseph

Notary Public

[Notarial Seal]                                      Camille Marcia Joseph
                                                Notary Public State of New York
                                                        No.  01JO6025169
                                                   Qualified in King County
                                               Commission Expires June 28, 2003


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<PAGE>

STATE OF NEW YORK   )
                    ) ss.:
COUNTY OF NEW YORK  )

         On the 30th day of June, 2003, before me personally came Kisha A.
                ----                                              --------
Holder, to me known, who, being by me duly sworn, did depose and say that s/he
------
is a Assistant 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                                      /s/ Lucille Mercurio
                                                      LUCILLE MERCURIO
[Notarial Seal]                               Notary Public, State of New York
                                                       No. 03-4654994
                                                Qualified in Bronx County
                                            Certificate filed in New York County
                                            Commission Expires December 31, 2005

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