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                                                                    Exhibit 4.10

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                          4.750% Senior Notes due 2010

                                       and

                          6.550% Senior Notes due 2033

                          REGISTRATION RIGHTS AGREEMENT

                            Dated as of March 4, 2003

                                  by and among

                            NEWS AMERICA INCORPORATED

                                       and

                                 THE GUARANTORS

                                  named herein

                           J.P. MORGAN SECURITIES INC.
                            SALOMON SMITH BARNEY INC.

                              as Initial Purchasers

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                          REGISTRATION RIGHTS AGREEMENT

          THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of March 7, 2003 by and among NEWS AMERICA INCORPORATED, a
Delaware corporation (the "Issuer"), the guarantors listed on the signature
pages to this Agreement (the "Guarantors"), J.P. MORGAN SECURITIES INC. and
SALOMON SMITH BARNEY INC. (collectively, the "Initial Purchasers").

          This Agreement is made pursuant to the Purchase Agreement dated as of
March 4, 2003 by and among the Issuer, the Guarantors and the Initial Purchasers
(the "Purchase Agreement"), which provides for, among other things, the sale by
the Issuer to the Initial Purchasers of an aggregate of $150,000,000 principal
amount of the Issuer's 4.750% Senior Notes Due 2010 (the "2010 Notes") and an
aggregate of $350,000,000 principal amount of the Issuer's 6.550% Notes Due 2033
(the "2033 Notes" and collectively with the 2010 Notes, the "Securities"). In
order to induce the Initial Purchasers to enter into the Purchase Agreement, the
Issuer has agreed to provide to the Initial Purchasers and their direct and
indirect transferees the registration rights set forth in this Agreement. The
execution and delivery of this Agreement is a condition to the closing under the
Purchase Agreement.

          In consideration of the foregoing, the parties hereto agree as
follows:

          1.   Definitions. As used in this Agreement, the following capitalized
defined terms shall have the following meanings:

          "Additional Interest" shall have the meaning set forth in Section 2(e)
hereof.

          "Advice" shall have the meaning set forth in the last paragraph of
Section 3 hereof.

          "Applicable Period" shall have the meaning set forth in Section 3(t)
hereof.

          "Business Day" shall mean a day that is not a Saturday, a Sunday, or a
day on which banking institutions in New York, New York are required to be
closed.

          "Closing Time" shall mean the Closing Time as defined in the Purchase
Agreement.

          "Depositary" shall mean The Depository Trust Company, or any other
depositary appointed by the Issuer; provided, however, that such depositary must
have an address in the Borough of Manhattan, in The City of New York.

          "Effectiveness Period" shall have the meaning set forth in Section
2(b) hereof.

          "Event Date" shall have the meaning set forth in Section 2(e) hereof.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

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          "Exchange Offer" shall mean the exchange offer by the Issuer of
Exchange Securities for Securities pursuant to Section 2(a) hereof.

          "Exchange Offer Registration" shall mean a registration under the
Securities Act effected pursuant to Section 2(a) hereof.

          "Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on Form S-1 or S-4 (or, if applicable, on another
appropriate form), and all amendments and supplements to such registration
statement, in each case including the Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein.

          "Exchange Period" shall have the meaning set forth in Section 2(a)
hereof.

          "Exchange Securities" shall mean the senior debt securities issued by
the Issuer under the Indenture containing terms identical to the Securities
which terms shall include the guarantees on the original Securities (the
"Exchange Guarantees")(except that (i) interest thereon shall accrue from the
last date on which interest was paid on the Securities or, if no such interest
has been paid, from March 7, 2003 and (ii) the transfer restrictions thereon
shall be eliminated) to be offered to Holders of Securities in exchange for
Securities pursuant to the Exchange Offer.

          "Holder" shall mean the Initial Purchasers, for so long as they own
any Registrable Securities, and each of their successors, assigns and direct and
indirect transferees who become registered owners of Registrable Securities
under the Indenture.

          "Indenture" shall mean the 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, and a Seventh Supplemental Indenture, dated as of February 14, 2001 (as so
supplemented, the "Indenture") relating to the Securities among the Issuer the
Guarantors and The Bank of New York, as trustee, as the same may be amended from
time to time in accordance with the terms thereof.

          "Initial Purchasers" shall have the meaning set forth in the preamble
to this Agreement.

          "Inspectors" shall have the meaning set forth in Section 3(n) hereof.

          "Issuer" shall have the meaning set forth in the preamble to this
Agreement and also includes the Issuer's successors and permitted assigns.

          "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Registrable Securities.

          "Participating Broker-Dealer" shall have the meaning set forth in
Section 3(t) hereof.

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<PAGE>

          "Person" shall mean an individual, partnership, corporation, limited
liability company, trust or unincorporated organization, or a government or
agency or political subdivision thereof.

          "Private Exchange" shall have the meaning set forth in Section 2(a)
hereof.

          "Private Exchange Securities" shall have the meaning set forth in
Section 2(a) hereof.

          "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to a prospectus, including post-effective
amendments, and in each case including all material incorporated by reference
therein.

          "Purchase Agreement" shall have the meaning set forth in the preamble
to this Agreement.

          "Records" shall have the meaning set forth in Section 3(n) hereof.

          "Registrable Securities" shall mean each Security and, if issued, each
Private Exchange Security until (i) the date on which such Security has been
exchanged by a Person other than a Participating Broker-Dealer for an Exchange
Security in the Exchange Offer, (ii) following the exchange by a Participating
Broker-Dealer in the Exchange Offer of a Security for an Exchange Security, the
date on which such Exchange Security is sold to a purchaser who receives from
such Participating Broker-Dealer on or prior to the date of such sale a copy of
the Prospectus contained in the Exchange Offer Registration Statement, as
amended or supplemented, (iii) the date on which such Security or Private
Exchange Security, as the case may be, has been effectively registered under the
Securities Act and disposed of in accordance with the Shelf Registration
Statement, (iv) the date on which such Security or Private Exchange Security, as
the case may be, is eligible for distribution to the public pursuant to Rule
144(k) under the Securities Act (or any similar provision then in force, but not
Rule 144A under the Securities Act), (v) the date such Security or Private
Exchange Security, as the case may be, shall have been otherwise transferred by
the holder thereof and a new Security not bearing a legend restricting further
transfer shall have been delivered by the Issuer and subsequent disposition of
such Security shall not require registration or qualification under the
Securities Act or any similar state law then in force or (vi) such Security or
Private Exchange Security, as the case may be, ceases to be outstanding.

          "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Issuer with this Agreement, including
without limitation: (i) all SEC, stock exchange or National Association of
Securities Dealers, Inc. (the "NASD") registration and filing fees, including,
if applicable, the reasonable fees and expenses of any "qualified independent
underwriter" (and its counsel) that is required to be retained by any Initial
Purchaser holding Registrable Securities in accordance with the rules and
regulations of the NASD, (ii) all reasonable fees and expenses incurred in
connection with compliance with state securities or

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blue sky laws (including reasonable fees and disbursements of counsel for any
underwriters, or any Holder that was an Initial Purchaser in connection with
blue sky qualification of any of the Exchange Securities or Registrable
Securities) and compliance with the rules of the NASD, (iii) all reasonable
expenses of any Persons (other than the Holders or Persons acting on the request
of the Holders) in preparing or assisting in preparing, word processing,
printing and distributing any Registration Statement, any Prospectus and any
amendments or supplements thereto, and in preparing or assisting in preparing,
printing and distributing any underwriting agreements and other documents
relating to the performance of and compliance with this Agreement, (iv) all
rating agency fees, (v) the reasonable fees and disbursements of counsel for the
Issuer and the Guarantors and of the independent certified public accountants of
the Issuer and the Guarantors, including the expenses of any "cold comfort"
letters required by or incident to such performance and compliance, (vi) the
reasonable fees and expenses of the Trustee, and any exchange agent or
custodian, (vii) all fees and expenses incurred in connection with the listing,
if any, of any of the Registrable Securities on any securities exchange or
exchanges, (viii) any reasonable fees and disbursements of any underwriter
customarily required to be paid by the Issuer or sellers of securities and the
reasonable fees and expenses of any special experts retained by the Issuer in
connection with any Registration Statement and (ix) all reasonable fees of any
one counsel designated in writing by the Majority Holders to act as counsel to
the Holders of the Registrable Securities in connection with a Shelf
Registration Statement, but excluding fees of counsel to the underwriters and
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of Registrable Securities by a Holder.

          "Registration Statement" shall mean any registration statement of the
Issuer which covers any of the Exchange Securities or Registrable Securities
pursuant to the provisions of this Agreement, and all amendments and supplements
to any such Registration Statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

          "SEC" shall mean the Securities and Exchange Commission.

          "Securities" shall have the meaning set forth in the preamble to this
Agreement.

          "Securities Act" shall mean the Securities Act of 1933, as amended.

          "Shelf Registration" shall mean a registration effected pursuant to
Section 2(b) hereof.

          "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Issuer pursuant to the provisions of Section 2(b) hereof which
covers all of the Registrable Securities or all of the Private Exchange
Securities, as the case may be, on an appropriate form under Rule 415 under the
Securities Act, or any similar rule that may be adopted by the SEC, and all
amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

          "TIA" shall have the meaning set forth in Section 3(1) hereof.

          "Trustee" shall mean the trustee with respect to the Securities under
the Indenture.

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          2.     Registration Under the Securities Act.

          (a)    Exchange Offer. To the extent not prohibited by any applicable
law or applicable SEC policy, the Issuer shall, for the benefit of the Holders,
at the Issuer's cost (i) file with the SEC within 120 days after the Closing
Time an Exchange Offer Registration Statement on an appropriate form under the
Securities Act covering the offer by the Issuer to the Holders to exchange all
of the Registrable Securities (other than Private Exchange Securities) for a
like principal amount of Exchange Securities, provided that a registration
statement submitted by the Issuer on a confidential basis to the SEC will be
deemed to have been filed with the SEC for the purposes of this paragraph, (ii)
use its best efforts to cause such Exchange Offer Registration Statement
declared effective under the Securities Act by the SEC on or prior to the 180th
day after the Closing Time, (iii) use its commercially reasonable efforts to
have such Registration Statement remain effective until the closing of the
Exchange Offer and (iv) commence the Exchange Offer and use its commercially
reasonable efforts to issue Exchange Securities in exchange for all Registrable
Securities (other than the Private Exchange Securities) properly tendered prior
thereto in the Exchange Offer not later than 225 days after the Closing Time.
Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer
shall promptly commence the Exchange Offer, it being the objective of such
Exchange Offer to enable each Holder eligible and electing to exchange
Registrable Securities (other than Private Exchange Securities) for Exchange
Securities (assuming that such Holder is not an affiliate of the Issuer within
the meaning of Rule 405 under the Securities Act and is not a broker-dealer
tendering Registrable Securities acquired directly from the Issuer for its own
account, acquires the Exchange Securities in the ordinary course of such
Holder's business and has no arrangements or understandings with any Person to
participate in the Exchange Offer for the purpose of distributing (within the
meaning of the Securities Act) the Exchange Securities) to transfer such
Exchange Securities from and after their receipt without any limitations or
restrictions under the Securities Act and under state securities or blue sky
laws.

          In connection with the Exchange Offer, the Issuer shall:

          (i)    mail to each Holder a copy of the Prospectus forming part of
the Exchange Offer Registration Statement, together with an appropriate letter
of transmittal and related documents;

          (ii)   keep the Exchange Offer open for acceptance for a period of not
less than 20 Business Days after the date notice thereof is mailed to the
Holders (or longer if required by applicable law) (such period referred to
herein as the "Exchange Period");

          (iii)  utilize the services of the Depositary for the Exchange Offer;

          (iv)   permit Holders to withdraw tendered Securities at any time
prior to the close of business, New York time, on the last Business Day of the
Exchange Period, by sending to the institution specified in the notice, a
telegram, telex, facsimile transmission or letter setting forth the name of such
Holder, the principal amount of Securities delivered for exchange, and a
statement that such Holder is withdrawing such Holder's election to have such
Securities exchanged;

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          (v)    notify each Holder that any Security not tendered will remain
outstanding and continue to accrue interest, but will not retain any rights
under this Agreement (except in the case of the Initial Purchasers and
Participating Broker-Dealers as provided herein); and

          (vi)   otherwise comply in all respects with all applicable laws
relating to the Exchange Offer.

          If, prior to consummation of the Exchange Offer, the Initial
Purchasers hold any Securities acquired by them and having the status of an
unsold allotment in the initial distribution, the Issuer upon the request of any
Initial Purchaser shall, simultaneously with the delivery of the Exchange
Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in
exchange (the "Private Exchange") for the Securities held by such Initial
Purchaser, a like principal amount of debt securities of the Issuer that are
identical (except that such securities shall bear appropriate transfer
restrictions) to the Exchange Securities (the "Private Exchange Securities").

          The Exchange Securities and the Private Exchange Securities shall be
issued under (i) the Indenture or (ii) an indenture identical to the Indenture
in all material respects and which, in either case, has been qualified under the
TIA and shall provide that the Exchange Securities shall not be subject to the
transfer restrictions set forth in the Indenture. The Indenture or such
indenture shall provide that the Exchange Securities, the Private Exchange
Securities and the Securities shall vote and consent together on all matters as
one class and that none of the Exchange Securities, the Private Exchange
Securities or the Securities will have the right to vote or consent as a
separate class on any matter. The Private Exchange Securities shall be of the
same series as, and the Issuer shall use its commercially reasonable efforts to
have the Private Exchange Securities bear the same CUSIP number as, the Exchange
Securities.

          As soon as practicable after the close of the Exchange Offer and/or
the Private Exchange, as the case may be, the Issuer shall:

          (i)    accept for exchange all Securities or portions thereof tendered
and not validly withdrawn pursuant to the Exchange Offer;

          (ii)   accept for exchange all Securities duly tendered pursuant to
the Private Exchange; and

          (iii)  deliver, or cause to be delivered, to the Trustee for
cancellation all Securities or portions thereof so accepted for exchange by the
Issuer, and issue, and cause the Trustee under the Indenture to promptly
authenticate and deliver to each Holder, a new Exchange Security or Private
Exchange Security, as the case may be, equal in principal amount to the
principal amount of the Securities surrendered by such Holder and accepted for
exchange.

          To the extent not prohibited by any law or applicable interpretation
of the staff of the SEC, the Issuer shall use its commercially reasonable
efforts to complete the Exchange Offer as provided above, and shall comply with
the applicable requirements of the Securities Act, the Exchange Act and other
applicable laws in connection with the Exchange Offer. The Exchange Offer shall
not be subject to any conditions, other than that the Exchange Offer does not
violate applicable law or any applicable interpretation of the staff of the SEC.
Each Holder of

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Registrable Securities (other than Private Exchange Securities) who wishes to
exchange such Registrable Securities (other than Private Exchange Securities)
for Exchange Securities in the Exchange Offer will be required to make certain
customary representations in connection therewith, including representations
that such Holder is not an affiliate of the Issuer within the meaning of Rule
405 under the Securities Act, or if it is such an affiliate, it will comply with
the registration and prospectus delivery requirements of the Securities Act to
the extent applicable, that any Exchange Securities to be received by it will be
acquired in the ordinary course of business and that at the time of the
commencement of the Exchange Offer it has no arrangement with any Person to
participate in the distribution (within the meaning of the Securities Act) of
the Exchange Securities. The Issuer shall inform the Initial Purchasers, after
consultation with the Trustee and the Initial Purchasers, of the names and
addresses of the Holders to whom the Exchange Offer is made, and the Initial
Purchasers shall have the right to contact such Holders and otherwise facilitate
the tender of Registrable Securities in the Exchange Offer.

          Upon consummation of the Exchange Offer in accordance with this
Section 2(a), the provisions of this Agreement shall continue to apply, mutatis
mutandis, solely with respect to Registrable Securities that are Private
Exchange Securities and Exchange Securities held by Participating
Broker-Dealers, and the Issuer shall have no further obligation to register
Registrable Securities (other than Private Exchange Securities) pursuant to
Section 2(b) hereof.

          (b)  Shelf Registration. To the extent not prohibited by any law or
applicable SEC policy, in the event that (i) the Issuer is not permitted to file
the Exchange Offer Registration Statement or to consummate the Exchange Offer
because the Exchange Offer is not permitted by applicable law or SEC policy,
(ii) the Exchange Offer is not for any other reason consummated within 180 days
after the Closing Time, (iii) any holder of Securities notifies the Issuer
within 30 days after the commencement of the Exchange Offer that (a) due to a
change in law or SEC policy it is not entitled to participate in the Exchange
Offer, (b) due to a change in law or SEC policy it may not resell the Exchange
Securities acquired by it in the Exchange Offer to the public without delivering
a prospectus and the prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales by such holder or (c)
it is a broker-dealer and owns Securities acquired directly from the Issuer or
an affiliate of the Issuer or (iv) the holders of a majority in aggregate
principal amount at maturity of the Securities may not resell the Exchange
Securities acquired by them in the Exchange Offer to the public without
restriction under the Securities Act and without restriction under applicable
blue sky or state securities laws, then the Issuer shall, at its cost, file as
promptly as practicable after such determination or date, as the case may be,
and, in any event, prior to the later of (A) 120 days after the Closing Time or
(B) 30 days after such filing obligation arises (provided, however, that if the
Issuer has not consummated the Exchange Offer within 180 days after the Closing
Time, then the Issuer shall file the Shelf Registration Statement with the SEC
on or prior to the 210th day after the Closing Time, unless the Issuer has
consummated the Exchange Offer prior to the 180th day after the Closing Time
whereby the Issuer's obligation to file a Shelf Registration Statement pursuant
to clause (b)(ii) above shall be cancelled, provided, that such cancellation
shall not relieve the Issuer of any obligation to pay Additional Interest, if
Additional Interest is otherwise due and payable), a Shelf Registration
Statement providing for the sale by the Holders of all of the Registrable
Securities affected thereby, and shall use its best efforts to cause such Shelf
Registration Statement declared effective by the SEC as soon as practicable and,
in any event, on or prior to 90 days after the obligation to file the Shelf
Registration Statement arises (in

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the case of (B) above), provided that a registration statement submitted by the
Issuer on a confidential basis to the SEC will be deemed to have been filed with
the SEC for the purposes of this paragraph. No Holder of Registrable Securities
may include any of its Registrable Securities in any Shelf Registration pursuant
to this Agreement unless and until such Holder furnishes to the Issuer in
writing, within 10 days after receipt of a request therefor, such information as
the Issuer may, after conferring with counsel with regard to information
relating to Holders that would be required by the SEC to be included in such
Shelf Registration Statement or Prospectus included therein, reasonably request
for inclusion in any Shelf Registration Statement or Prospectus included
therein. Each Holder as to which any Shelf Registration is being effected agrees
to furnish to the Issuer all information with respect to such Holder necessary
to make any information previously furnished to the Issuer by such Holder not
materially misleading.

          The Issuer agrees to use its best efforts to keep the Shelf
Registration Statement continuously effective, supplemented and amended for a
period of two years (or such shorter period provided for in any amendment to
Rule 144(k) under the Securities Act (or any successor provision other than Rule
144A) upon the expiration of which securities are eligible for distribution to
the public) from the Closing Time or such shorter period that will terminate
when all the Registrable Securities covered by the Shelf Registration Statement
have been sold pursuant thereto (subject to extension pursuant to the last
paragraph of Section 3 hereof) (the "Effectiveness Period"), provided, however,
that with respect to the Private Exchange Securities the Issuer shall only be
obligated to keep the Shelf Registration Statement effective, supplemented and
amended for a period of 60 days. The Issuer shall not permit any securities
other than Registrable Securities to be included in the Shelf Registration. The
Issuer further agrees, if necessary, to supplement or amend the Shelf
Registration Statement, if required by the rules, regulations or instructions
applicable to the registration form used by the Issuer for such Shelf
Registration Statement or by the Securities Act or by any other rules and
regulations thereunder for shelf registrations, and the Issuer agrees to furnish
to the Holders of Registrable Securities copies of any such supplement or
amendment promptly after its being used or filed with the SEC.

          Notwithstanding the requirements contained in this Section 2(b),
solely with respect to the Private Exchange Securities, the Issuer shall have no
obligation to file or effect a Shelf Registration Statement registering such
Private Exchange Securities, if the aggregate principal amount of such Private
Exchange Securities does not exceed $5,000,000.

          (c)  Expenses. The Issuer shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a) or 2(b) hereof. Except
as provided in the preceding sentence, each Holder shall pay all expenses of its
counsel, underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Registrable Securities
pursuant to the Shelf Registration Statement.

          (d)  Effective Registration Statement. An Exchange Offer Registration
Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement
pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC; provided, however, that if,
after it has been declared effective, the offering of Registrable Securities
pursuant to a Shelf Registration Statement is interfered with by any stop order,
injunction or other order or requirement of the SEC or any other governmental
agency or

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court, such Registration Statement will be deemed not to have been effective
during the period of such interference, until the offering of Registrable
Securities may legally resume. The Issuer will be deemed not to have used its
commercially reasonable efforts to cause the Exchange offer Registration
Statement or the Shelf Registration Statement, as the case may be, to become, or
to remain, effective during the requisite period if they voluntarily take any
action that would result in any such Registration Statement not being declared
effective or in the Holders of Registrable Securities covered thereby not being
able to exchange or offer and sell such Registrable Securities during that
period unless such action is required by applicable law. Notwithstanding the
foregoing, the only remedy available under this Agreement for the failure of the
Issuer to satisfy the obligations set forth in Sections 2(a), 2(b) and 3 hereof
shall be payment by the Issuer of the Additional Interest as set forth in
Section 2(e) hereof and the remedy of specific enforcement provided by Section
2(f) hereof.

          (e) Additional Interest. If (i) the Issuer fails to file an Exchange
Offer Registration Statement or the Shelf Registration Statement with respect to
the Registrable Securities (other than the Private Exchange Securities) on or
before the date specified herein for such filing, (ii) the Exchange Offer
Registration Statement or the Shelf Registration Statement is not declared
effective by the SEC or prior to the date specified herein for such
effectiveness (the "Effectiveness Target Date"), (iii) the Exchange Offer is
required to be consummated hereunder and the Issuer fails to issue Exchange
Securities in exchange for all Securities properly tendered and not withdrawn in
the Exchange Offer within 45 days of the Effectiveness Target Date with respect
to the Exchange Offer Registration Statement, or (iv) the Exchange Offer
Registration Statement or the Shelf Registration Statement required to be filed
and declared effective hereunder is declared effective but thereafter ceases to
be effective or usable in connection with the Exchange Offer or resales of
Securities, as the case may be, during the periods specified herein (each such
event referred to in clauses (i) through (iv) above, a "Registration Default"),
then the interest rate borne by the Registrable Securities (other than the
Private Exchange Securities) as to which the Registration Default exists shall
be increased (the "Additional Interest"), with respect to the first 90-day
period (or portion thereof) while a Registration Default is continuing
immediately following the occurrence of such Registration Default, by 0.25% per
annum, such interest rate increasing by an additional 0.25 % per annum at the
beginning of each subsequent 90-day period (or portion thereof) while a
Registration Default is continuing until all Registration Defaults have been
cured, up to a maximum rate of Additional Interest of 1.00% per annum. Upon (w)
the filing of the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, required hereunder (in the case of
clause (i) of the preceding sentence), (x) the effectiveness of the Exchange
Offer Registration Statement or the Shelf Registration Statement, as the case
may be, required hereunder (in the case of clause (ii) of the preceding
sentence), (y) the issuance of Exchange Securities in exchange for all
Securities (other than the Private Exchange Securities) properly tendered and
not withdrawn in the Exchange Offer (in the case of clause (iii) of the
preceding sentence) or (z) the effectiveness of the Exchange Offer Registration
Statement or the Shelf Registration Statement, as the case may be, required
hereunder which had ceased to be effective (in the case of clause (iv) of the
preceding sentence), Additional Interest as a result of the Registration Default
described in such clause shall cease to accrue (but any accrued amount shall be
payable) and the interest rate on the Securities shall revert to the original
rate if no other Registration Default has occurred and is continuing.

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          The Issuer shall notify the Trustee within three Business Days after
each and every date on which an event occurs in respect of which Additional
Interest is required to be paid (an "Event Date"). Additional Interest shall be
paid by depositing with the Trustee, in trust, for the benefit of the Holders of
Securities (other than Private Exchange Securities) on or before the applicable
semiannual interest payment date, immediately available funds in sums sufficient
to pay the Additional Interest then due. The Additional Interest due shall be
payable on each interest payment date to the record Holder of Securities
entitled to receive the interest payment to be paid on such date as set forth in
the Indenture. Each obligation to pay Additional Interest shall be deemed to
accrue from and including the day following the applicable Event Date.

          (f) Specific Enforcement. Without limiting the remedies available to
the Initial Purchasers and the Holders, the Issuer acknowledges that any failure
by the Issuer to comply with its obligations under Section 2(a) and Section 2(b)
hereof may result in material irreparable injury to the Initial Purchasers or
the Holders for which there is no adequate remedy at law, that it would not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such relief
as may be required to specifically enforce the Issuer's obligations under
Section 2(a) and Section 2(b) hereof.

          3.  Registration Procedures. In connection with the obligations of the
Issuer with respect to the Registration Statements pursuant to Sections 2(a) and
2(b) hereof, the Issuer shall:

          (a) prepare and file with the SEC a Registration Statement or
Registration Statements as prescribed by Sections 2(a) and 2(b) hereof within
the relevant time period specified in Section 2 hereof on the appropriate form
under the Securities Act, which form (i) shall be selected by the Issuer, (ii)
shall, in the case of a Shelf Registration, be available for the sale of the
Registrable Securities by the selling Holders thereof and (iii) shall comply as
to form in all material respects with the requirements of the applicable form
and include all financial statements required by the SEC to be filed therewith;
and use their commercially reasonable efforts to cause such Registration
Statement to become effective and remain effective in accordance with Section 2
hereof; provided, however, that if (1) such filing is pursuant to Section 2(b),
or (2) a Prospectus contained in an Exchange Offer Registration Statement filed
pursuant to Section 2(a) is required to be delivered under the Securities Act by
any Participating Broker-Dealer who seeks to sell Exchange Securities, before
filing any Registration Statement or Prospectus or any amendments or supplements
thereto, the Issuer shall furnish to and afford the Holders of the Registrable
Securities and each such Participating Broker-Dealer, as the case may be,
covered by such Registration Statement, their counsel and the managing
underwriters, if any, a reasonable opportunity to review copies of all such
documents (excluding copies of any documents to be incorporated by reference
therein and all exhibits thereto) proposed to be filed (at least 5 Business Days
prior to such filing). The Issuer shall not file any Registration Statement or
Prospectus or any amendments or supplements thereto in respect of which the
Holders must be afforded an opportunity to review prior to the filing of such
document if the Majority Holders or such Participating Broker-Dealer, as the
case may be, their counselor or the managing underwriters, if any, shall
reasonably object;

                                       11

<PAGE>

          (b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement effective for the Effectiveness Period or the Applicable
Period, as the case may be; and cause each Prospectus to be supplemented by any
required prospectus supplement and as so supplemented to be filed pursuant to
Rule 424 (or any similar provision then in force) under the Securities Act, and
comply with the provisions of the Securities Act, the Exchange Act and the rules
and regulations promulgated thereunder applicable to it with respect to the
disposition of all securities covered by each Registration Statement during the
Effectiveness Period or the Applicable Period, as the case may be, in accordance
with the intended method or methods of distribution by the selling Holders
thereof described in this Agreement (including sales by any Participating Broker
Dealer);

          (c) in the case of a Shelf Registration, (i) notify each Holder of
Registrable Securities, at least three Business Days prior to filing, that a
Shelf Registration Statement with respect to the Registrable Securities is being
filed and advising such Holder that the distribution of Registrable Securities
will be made in accordance with the method selected by the Majority Holders; and
(ii) furnish to each Holder of Registrable Securities and to each underwriter of
an underwritten offering of Registrable Securities, if any, without charge, as
many copies of each Prospectus, including each preliminary prospectus, and any
amendment or supplement thereto and such other documents as such Holder or
underwriter may reasonably request, in order to facilitate the public sale or
other disposition of the Registrable Securities; and (iii) subject to the last
paragraph of Section 3 hereof, hereby consent to the use of the Prospectus or
any amendment or supplement thereto by each of the selling Holders of
Registrable Securities in connection with the offering and sale of the
Registrable Securities covered by the Prospectus or any amendment or supplement
thereto;

          (d) in the case of a Shelf Registration, use its best efforts to
register or qualify the Registrable Securities under all applicable state
securities or "blue sky" laws of such jurisdictions by the time the applicable
Registration Statement is declared effective by the SEC as any Holder of
Registrable Securities covered by a Registration Statement and each underwriter
of an underwritten offering of Registrable Securities shall reasonably request
in advance of such date of effectiveness, and do any and all other acts and
things which may be reasonably necessary or advisable to enable such Holder and
underwriter to consummate the disposition in each such jurisdiction of such
Registrable Securities owned by such Holder; provided, however, that the Issuer
shall not be required to (i) qualify as a foreign corporation or as a dealer in
securities in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(d), (ii) file any general consent to service of
process or (iii) subject itself to taxation in any such jurisdiction if it is
not so subject;

          (e) in the case of (1) a Shelf Registration or (2) Participating
Broker-Dealers who have notified the Issuer that they will be utilizing the
Prospectus contained in the Exchange Offer Registration Statement as provided in
Section 3(t) hereof, notify each Holder of Registrable Securities, or such
Participating Broker-Dealers, as the case may be, their counsel and the managing
underwriters, if any, promptly and confirm such notice in writing (i) when a
Registration Statement has become effective and when any post-effective
amendments and supplements thereto become effective, (ii) of any request by the
SEC or any state securities authority for amendments and supplements to a
Registration Statement or Prospectus or for

                                       12

<PAGE>

additional information after the Registration Statement has become effective,
(iii) of the issuance by the SEC or any state securities authority of any stop
order suspending the effectiveness of, a Registration Statement or the
initiation of any proceedings for that purpose, (iv) if the Issuer receives any
notification with respect to the suspension of the qualification of the
Registrable Securities or the Exchange Securities to be sold by any
Participating Broker-Dealer for offer or sale in any jurisdiction or the
initiation of any proceeding for such purpose, (v) of the happening of any event
or the failure of any event to occur or the discovery of any facts or otherwise
during the Effectiveness Period or Applicable Period, as the case may be, which
makes any statement made in a Registration Statement or the related Prospectus
untrue in any material respect or which causes such Registration Statement or
Prospectus to omit to state a material fact necessary to make the statements
therein (in the case of the Prospectus, in the light of the circumstances under
which they were made) not misleading and (vi) the Issuer's reasonable
determination that a post-effective amendment to the Registration Statement
would be appropriate;

          (f) take reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement as soon as practicable;

          (g) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, without charge, at least one conformed copy of each
Registration Statement relating to such Shelf Registration and any
post-effective amendment thereto (without documents incorporated therein by
reference or exhibits thereto, unless requested);

          (h) in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any restrictive legends; and cause such Registrable Securities to be in
such denominations (consistent with the provisions of the Indenture) and
registered in such names as the selling Holders or the underwriters may
reasonably request at least two Business Days prior to the closing of any sale
of Registrable Securities;

          (i) in the case of a Shelf Registration or an Exchange Offer
Registration, upon the occurrence of any circumstance contemplated by Section
3(e)(ii), 3(e)(iii), 3(e)(v), 3(e)(vi) or 3(e)(vii) hereof, use its best efforts
to prepare a supplement or post-effective amendment to a Registration Statement
or the related Prospectus or any document incorporated therein by reference or
file any other required document (subject to Section 3(a)) so that, as
thereafter delivered to the purchasers of the Registrable Securities or Exchange
Securities to whom a Prospectus is being delivered by a Participating
Broker-Dealer who has notified the Issuer that it will be utilizing the
Prospectus contained in the Exchange Offer Registration Statement as provided in
Section 3(t) hereof, such Prospectus will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; and to notify each Holder or Participating Broker-Dealer, as the
case may be, to suspend use of the Prospectus as promptly as practicable after
the occurrence of such an event, and each Holder and Participating Broker-Dealer
hereby agrees to suspend use of the Prospectus until the Issuer has amended or
supplemented the Prospectus to correct such misstatement or omission;

                                       13

<PAGE>

          (j) in the case of a Shelf Registration, upon the filing of any
document which is to be incorporated by reference into a Registration Statement
or a Prospectus after the initial filing of a Registration Statement, provide a
reasonable number of copies of such document to the Holders;

          (k) obtain a CUSIP number for all Exchange Securities or Registrable
Securities, as the case may be, not later than the effective date of a
Registration Statement, and provide the Trustee with certificates for the
Exchange Securities or the Registrable Securities, as the case may be, in a form
eligible for deposit with the Depositary;

          (l) in the case of a Shelf Registration, enter into such agreements
(including underwriting agreements) as are customary in underwritten offerings
and take all such other appropriate actions as are reasonably requested in order
to expedite or facilitate the registration or the disposition of such
Registrable Securities, and in such connection, whether or not an underwriting
agreement is entered into and whether or not the registration is an underwritten
registration, at the time of effectiveness of such Shelf Registration: (i) make
such representations and warranties to Holders of such Registrable Securities
and the underwriters (if any), with respect to the business of the Issuer and
its subsidiaries as then conducted or proposed to be conducted and the
Registration Statement, Prospectus and documents, if any, incorporated or deemed
to be incorporated by reference therein, in each case, in form and substance
similar to the representations and warranties given by the Issuer in the
Purchase Agreement and reasonably satisfactory to the managing underwriters (if
any) and the Holders of a majority in principal amount of the Registrable
Securities being sold, and confirm the same if and when requested; (ii) obtain
opinions of counsel to the Issuer and the Guarantors and updates thereof, if
appropriate, in form and substance similar to the opinion given by counsel to
the Issuer and the Guarantors pursuant to the Purchase Agreement and reasonably
satisfactory to the managing underwriters (if any) and the Holders of a majority
in principal amount of the Registrable Securities being sold, addressed to each
selling Holder and the underwriters (if any); (iii) obtain "cold comfort"
letters and updates thereof in form and substance reasonably satisfactory to the
managing underwriters (if any) from the independent certified public accountants
of the Issuer and the Guarantors (and, if necessary, any other independent
certified public accountants of any subsidiary of the Issuer or of any business
acquired by the Issuer for which financial statements and financial data are, or
are required to be, included in the Registration Statement), addressed to the
selling Holders of Registrable Securities (if appropriate) and to each of the
underwriters (if any), such letters to be in customary form and covering matters
of the type customarily covered in "cold comfort" letters in connection with
underwritten offerings and such other matters as reasonably requested by such
selling Holders and underwriters; and (iv) if and underwriting agreement is
entered into, the same shall contain indemnification provisions and procedures
no less favorable than those set forth in Section 4 hereof (or such other less
favorable provisions and procedures acceptable to Holders of a majority in
aggregate principal amount of Registrable Securities covered by such
Registration Statement and the managing underwriters or agents) with respect to
all parties to be indemnified pursuant to said Section (including, without
limitation, such underwriters and selling Holders). The above shall be done at
each closing under such underwriting agreement, or as and to the extent required
thereunder;

          (m) if (1) a Shelf Registration is filed pursuant to Section 2(b) or
(2) a Prospectus contained in an Exchange Offer Registration Statement filed
pursuant to Section 2(a)

                                       14

<PAGE>

is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities during the Applicable
Period, make available for inspection by any selling Holder of such Registrable
Securities being sold, or each such Participating Broker-Dealer, as the case may
be, any underwriter participating in any such disposition of Registrable
Securities, if any, and any attorney, accountant or other agent retained by any
such selling Holder or each such Participating Broker-Dealer, as the case may
be, or underwriter (collectively, the "Inspectors"), at the offices where
normally kept, during reasonable business hours, all financial and other
records, pertinent corporate documents and properties of the Issuer and the
Guarantors and their subsidiaries (collectively, the "Records") as shall be
reasonably necessary to enable them to exercise any applicable due diligence
responsibilities, and cause the officers, directors and employees of the Issuer,
the Guarantors and their subsidiaries to supply all information in each case
reasonably requested by any such Inspector in connection with such Registration
Statement. Records which the Issuer or the Guarantors determine to be
confidential or any Records which they notify the Inspectors are confidential
shall not be disclosed by the Inspectors unless (i) the disclosure of such
Records is necessary in connection with the Inspectors' assertion of any claims
or actions or with their establishment of any defense in an action then pending
before a court of competent jurisdiction, (ii) the release of such Records is
ordered pursuant to a subpoena or other order from a court of competent
jurisdiction or (iii) the information in such Records has been made generally
available to the public. Each selling Holder of such Registrable Securities and
each such Participating Broker-Dealer will be required to agree that information
obtained by it as a result of such inspections shall be deemed confidential and
shall not be used by it as the basis for any market transactions in the
securities of the Issuer unless and until such is made generally available to
the public. Each selling Holder of such Registrable Securities and each such
Participating Broker-Dealer will be required to further agree that it will,
prior to disclosure of such Records pursuant to clause (i) or (ii) above, give
prompt notice to the Issuer and the Guarantors and allow the Issuer and the
Guarantors at their expense to undertake appropriate action to prevent
disclosure to the public of the Records deemed confidential;

          (n) comply with all applicable rules and regulations of the SEC and
make generally available to their security holders earnings statements
satisfying the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder (or any similar rule promulgated under the Securities Act) no later
than 180 days after the end of any 12-month period (i) commencing at the end of
any fiscal quarter in which Registrable Securities are sold to underwriters in a
firm commitment or best efforts underwritten offering and (ii) if not sold to
underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Issuer after the effective date of a Registration
Statement, which statements shall cover said 12-month periods;

          (o) upon consummation of an Exchange Offer or a Private Exchange,
obtain an opinion of counsel to the Issuer and the Guarantors addressed to the
Trustee for the benefit of all Holders of Registrable Securities participating
in the Exchange Offer or the Private Exchange, as the case may be, and which
includes an opinion that (i) the Issuer has duly authorized, executed and
delivered the Exchange Securities and Private Exchange Securities and the
Indenture, and (ii) each of the Exchange Securities or the Private Exchange
Securities, as the case may be, and the Indenture constitute a legal, valid and
binding obligation of the Issuer and the Guarantors, enforceable against the
Issuer and the Guarantors in accordance with its respective terms (in each case,
with customary exceptions);

                                       15

<PAGE>

          (p) if an Exchange Offer or a Private Exchange is to be consummated,
upon delivery of the Registrable Securities by Holders to the Issuer (or to such
other Person as directed by the Issuer) in exchange for the Exchange Securities
or the Private Exchange Securities, as the case may be, the Issuer shall mark,
or cause to be marked, on such Registrable Securities delivered by such Holders
that such Registrable Securities are being cancelled in exchange for the
Exchange Securities or the Private Exchange Securities, as the case may be; in
no event shall such Registrable Securities be marked as paid or otherwise
satisfied;

          (q) cooperate with each seller of Registrable Securities covered by
any Registration Statement and each underwriter, if any, participating in the
disposition of such Registrable Securities and their respective counsel in
connection with any filings required to be made with the NASD;

          (r) use their commercially reasonable efforts to take all other steps
necessary to effect the registration of the Registrable Securities covered by a
Registration Statement contemplated hereby;

          (s) (A) in the case of the Exchange Offer Registration Statement (i)
include in the Exchange Offer Registration Statement a section entitled "Plan of
Distribution, " which section shall be reasonably acceptable to the Initial
Purchasers or another representative of the Participating Broker-Dealers, and
which shall contain a summary statement of the positions taken or policies made
by the staff of the SEC with respect to the potential "underwriter" status of
any broker-dealer (a "Participating Broker-Dealer") that holds Registrable
Securities acquired for its own account as a result of market-making activities
or other trading activities and that will be the beneficial owner (as defined in
Rule 13d-3 under the Exchange Act) of Exchange Securities to be received by such
broker-dealer in the Exchange Offer, whether such positions or policies have
been publicly disseminated by the staff of the SEC or such positions or
policies, in the reasonable judgment of the Initial Purchasers or such other
representative, represent the prevailing views of the staff of the SEC,
including a statement that any such broker-dealer who receives Exchange
Securities for Registrable Securities pursuant to the Exchange Offer may be
deemed a statutory underwriter and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Securities, (ii) furnish to each Participating Broker-Dealer who has
delivered to the Issuer the notice referred to in Section 3(e), without charge,
as many copies of each Prospectus included in the Exchange Offer Registration
Statement, including any preliminary prospectus, and any amendment or supplement
thereto, as such Participating Broker-Dealer may reasonably request (iii) hereby
consent to the use of the Prospectus forming part of the Exchange Offer
Registration Statement or any amendment or supplement thereto, by any Person
subject to the prospectus delivery requirements of the SEC, including all
Participating Broker-Dealers, in connection with the sale or transfer of the
Exchange Securities covered by the Prospectus or any amendment or supplement
thereto, (iv) use its commercially reasonable efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the Prospectus
contained therein in order to permit such Prospectus to be lawfully delivered by
all Persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such Persons must comply with such requirements
in order to resell the Exchange Securities; provided, however, that such period
shall not be required to exceed 180 days (or such longer period if extended
pursuant to the last sentence of Section 3 hereof) (the "Applicable Period"),
and (v) include in the transmittal letter

                                       16

<PAGE>

or similar documentation to be executed by an exchange offeree in order to
participate in the Exchange Offer (x) the following provision:

          "If the exchange offeree is a broker-dealer holding Registrable
          Securities acquired for its own account as a result of market-
          making activities or other trading activities, it will deliver
          a prospectus meeting the requirements of the Securities Act in
          connection with any resale of Exchange Securities received in
          respect of such Registrable Securities pursuant to the Exchange
          Offer";

and (y) a statement to the effect that by a Participating Broker-Dealer making
the acknowledgment described in clause (x) and by delivering a Prospectus in
connection with the exchange of Registrable Securities, such Participating
Broker-Dealer will not be deemed to admit that it is an underwriter within the
meaning of the Securities Act; and

          (B) in the case of any Exchange Offer Registration Statement, the
Issuer agrees to deliver to the Initial Purchasers or to Participating
Broker-Dealers upon consummation of the Exchange Offer (i) an opinion of counsel
substantially in the form attached hereto as Exhibit A, and (ii) an officers'
certificate containing certifications substantially similar to those set forth
in Section 5(b) of the Purchase Agreement and such additional certifications as
are customarily delivered in a public offering of debt securities.

          The Issuer may require each seller of Registrable Securities as to
which any registration is being effected to furnish to the Issuer such
information regarding such seller and the proposed distribution of such
Registrable Securities, as the Issuer may from time to time reasonably request
in writing. The Issuer may exclude from such registration the Registrable
Securities of any seller who fails to furnish any such information which the
Issuer reasonably requires in order for the Shelf Registration Statement to
comply with applicable law and SEC policy within a reasonable time after
receiving such request (without the accrual of Additional Interest on such
excluded Registrable Securities) and shall be under no obligation to include the
Registrable Securities of such seller in the Shelf Registration Statement or to
compensate any such seller for any lost income, interest or other opportunity
foregone, or any liability incurred, as a result of the Issuer's decision to
exclude such seller.

          In the case of (1) a Shelf Registration Statement or (2) Participating
Broker-Dealers who have notified the Issuer that they will be utilizing the
Prospectus contained in the Exchange Offer Registration Statement as provided in
Section 3(t) hereof that are seeking to sell Exchange Securities and are
required to deliver Prospectuses, each Holder or Participating Broker-Dealer, as
the case may be, agrees that, upon receipt of any notice from the Issuer of the
happening of any event of the kind described in Section 3(e)(ii), 3(e)(iii),
3(e)(v), 3(e)(vi) or 3(e)(vii) hereof, such Holder or Participating
Broker-Dealer, as the case may be, will forthwith discontinue disposition of
Registrable Securities pursuant to a Registration Statement or Exchange
Securities, as the case may be, until such Holder's or Participating
Broker-Dealer's, as the case may be, receipt of the copies of the supplemented
or amended Prospectus contemplated by Section 3(i) hereof or until it is advised
in writing (the "Advice") by the Issuer that the use of the applicable
Prospectus may be resumed, and, if so directed by the Issuer, such Holder or

                                       17

<PAGE>

Participating Broker-Dealer, as the case may be, will deliver to the Issuer (at
the Issuer's expense) all copies in such Holder's or Participating
Broker-Dealer's, as the case may be, possession, other than permanent file
copies then in such Holder's or Participating Broker-Dealer's, as the case may
be, possession, of the Prospectus covering such Registrable Securities or
Exchange Securities, as the case may be, current at the time of receipt of such
notice. If the Issuer shall give any such notice to suspend the disposition of
Registrable Securities or Exchange Securities, as the case may be, pursuant to a
Registration Statement, (x) the Issuer shall use its commercially reasonable
efforts to file and have declared effective (if an amendment) as soon as
practicable an amendment or supplement to the Registration Statement and, in the
case of an amendment, have such amendment declared effective as soon as
practicable; provided, however, that the Issuer may postpone the filing of such
amendment or supplement for a period not to extend beyond the earlier to occur
of (I) 30 days after the date of the determination of the Board of Directors
referred to below and (II) the day after the cessation of the circumstances
described below upon which such postponement is based, if the members of the
Issuer determine reasonably and in good faith that such filing would require
disclosure of material information which the Issuer has a bona fide purpose for
preserving as confidential; provided, further, however, that the Issuer shall be
entitled to such postponement only once during any 12-month period and the
exercise by the Issuer of its rights under this provision shall not relieve the
Issuer of any obligation to pay Additional Interest under Section 2(e); and (y)
the Issuer shall extend the period during which such Registration Statement
shall be maintained effective pursuant to this Agreement by the number of days
in the period from and including the date of the giving of such notice to and
including the date when the Issuer shall have made available to the Holders or
Participating Broker-Dealers, as the case may be, (x) copies of the supplemented
or amended Prospectus necessary to resume such dispositions or (y) the Advice.

          4. Indemnification and Contribution. (a) The Issuer agrees to
indemnify and hold harmless each Initial Purchaser, each Holder, each
Participating Broker-Dealer, each underwriter who participates in an offering of
Registrable Securities, their respective affiliates, each Person, if any, who
controls any of such parties within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act and each of their respective directors,
officers, employees and agents, as follows:

          (i)  against any and all loss, liability, claim, damage and expense
whatsoever, joint or several, as incurred, arising out of any untrue statement
or alleged untrue statement of a material fact contained in any Registration
Statement (or any amendment or supplement thereto), covering Registrable
Securities or Exchange Securities, including all documents incorporated therein
by reference, or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein not
misleading or arising out of any untrue statement or alleged untrue statement of
a material fact contained in any Prospectus (or any amendment or supplement
thereto) or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

          (ii) against any and all loss, liability, claim, damage and expense
whatsoever, joint or several, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or any investigation or proceeding by any
court or governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or

                                       18

<PAGE>

omission, or any such alleged untrue statement or omission, if such settlement
is effected with the prior written consent of the Issuer; and

               (iii) against any and all expenses whatsoever, as incurred
(including reasonable fees and disbursements of counsel chosen by the Initial
Purchasers, such Holder, such Participating Broker-Dealer or any underwriter
(except to the extent otherwise expressly provided in Section 4(c) hereof)),
reasonably incurred in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any court or governmental
agency or body, commenced or threatened, or any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue statement or
omission, to the extent that any such expense is not paid under subparagraph (i)
or (ii) of this Section 4(a);

provided, however, that this indemnity does not apply to any loss, liability,
claim, damage or expense to the extent arising out of an untrue statement or
omission or alleged untrue statement or omission (i) made in reliance upon and
in conformity with written information furnished in writing to the Issuer or the
Guarantors by such Initial Purchaser, such Holder, such Participating
Broker-Dealer or any underwriter with respect to such Initial Purchaser, Holder,
Participating Broker-Dealer or underwriter, as the case may be, expressly for
use in the Registration Statement (or any amendment or supplement thereto) or in
any Prospectus (or any amendment or supplement thereto) or (ii) contained in any
preliminary prospectus if such Initial Purchaser, such Holder, such
Participating Broker-Dealer or such underwriter failed to send or deliver a copy
of the Prospectus (in the form it was first provided to such parties for
confirmation of sales or as amended or supplemented pursuant to Section 3(i)
prior to such confirmation of sales) to the Person asserting such losses,
claims, damages or liabilities on or prior to the delivery of written
confirmation of any sale of securities covered thereby to such Person in any
case where such delivery is required by the Securities Act and a court of
competent jurisdiction in a judgment not subject to appeal or final review shall
have determined that such Prospectus would have corrected such untrue statement
or omission. Any amounts advanced by the Issuer to an indemnified party pursuant
to this Section 4 as a result of such losses shall be returned to the Issuer if
it shall be finally determined by such a court in a judgment not subject to
appeal or final review that such indemnified party was not entitled to
indemnification by the Issuer.

               (b)   Each Holder agrees, severally and not jointly, to indemnify
and hold harmless the Issuer, the Guarantors, each Initial Purchaser, each
underwriter who participates in an offering of Registrable Securities and the
other selling Holders and each of their respective directors, officers
(including each officer of the Issuer who signed the Registration Statement),
employees and agents and each Person, if any, who controls the Issuer, the
Guarantors, any Initial Purchaser, any underwriter or any other selling Holder
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, against any and all loss, liability, claim, damage and expense
whatsoever described in the indemnity contained in Section 4(a) hereof, as
incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto) or in any Prospectus (or any amendment or supplement thereto)
in reliance upon and in conformity with written information furnished to the
Issuer or the Guarantors by such selling Holder with respect to such Holder
expressly for use in the Registration Statement (or any supplement thereto), or
in any such Prospectus (or any amendment thereto); provided, however, that, in
the case of the Shelf Registration Statement, no such Holder shall be liable for
any claims hereunder in excess of the

                                       19

<PAGE>

amount of net proceeds received by such Holder from the sale or other
disposition of Registrable Securities pursuant to the Shelf Registration
Statement.

               (c)   Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from
any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which it
may have otherwise than on account of this indemnity agreement. In the case of
parties indemnified pursuant to Section 4(a) above, counsel to the indemnified
parties shall be selected by the Initial Purchasers, and, in the case of parties
indemnified pursuant to Section 4(b) above, counsel to the indemnified parties
shall be selected by the Issuer. An indemnifying party may participate at its
own expense in the defense of any such action; provided, however, that counsel
to the indemnifying party shall not (except with the consent of the indemnified
party) also be counsel to the indemnified party. If it so elects within a
reasonable time after receipt of such notice, an indemnifying party, jointly
with any other indemnifying parties receiving such notice, may assume the
defense of such action with counsel chosen by it and approved by the indemnified
parties defendant in such action, unless such indemnified parties reasonably
object to such assumption on the ground that there may be legal defenses
available to them which are different from or in addition to those available to
such indemnifying party. If an indemnifying party assumes the defense of such
action, the indemnifying parties shall not be liable for any fees and expenses
of counsel for the indemnified parties incurred thereafter in connection with
such action. In no event shall the indemnifying parties be liable for fees and
expenses of more than one counsel (in addition to any local counsel) separate
from their own counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. No indemnifying
party shall, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 4 (whether or
not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

               (d)   If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for reasonable fees and
expenses of counsel, such indemnifying party agrees that it shall be liable for
any settlement of the nature contemplated by Section 4(a)(ii) effected without
its written consent if (i) such settlement is entered into more than 45 days
after receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.
Notwithstanding the immediately preceding sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
shall not be liable for any settlement of the nature

                                       20

<PAGE>

contemplated by Section 7(a)(ii) effected without its prior written consent if
such indemnifying party (i) reimburses such indemnified party in accordance with
such request to the extent it considers such request to be reasonable and (ii)
provides written notice to the indemnified party substantiating the unpaid
balance as unreasonable, in each case prior to the date of such settlement.

               (e)   In order to provide for just and equitable contribution in
circumstances under which any of the indemnity provisions set forth in this
Section 4 is for any reason held to be unavailable to the indemnified parties
although applicable in accordance with its terms, the Issuer and the Holders
shall contribute to the aggregate losses, liabilities, claims, damages and
expenses of the nature contemplated by such indemnity agreement incurred by the
Issuer, the Guarantors, the Initial Purchasers, the Holders and the
Participating Broker-Dealers; provided, however, that no Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person that was not
guilty of such fraudulent misrepresentation. As between the Issuer, the
Guarantors and the Holders, such parties shall contribute to such aggregate
losses, liabilities, claims, damages and expenses of the nature contemplated by
such indemnity agreement in such proportion as shall be appropriate to reflect
the relative fault of the Issuer and the Guarantors on the one hand and of the
Holder of Registrable Securities, the Participating Broker-Dealer or Initial
Purchaser, as the case may be, on the other hand in connection with the
statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations.

               The relative fault of the Issuer and the Guarantors on the one
hand and the Holder of Registrable Securities, the Participating Broker-Dealer
or the Initial Purchasers, as the case may be, on the other hand shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Issuer, or the
Guarantors, or by the Holder of Registrable Securities, the Participating
Broker-Dealer or the Initial Purchasers, as the case may be, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

               The Issuer, the Guarantors and the Holders of the Registrable
Securities and the Initial Purchasers agree that it would not be just and
equitable if contribution pursuant to this Section 4 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 4.

               For purposes of this Section 4, each affiliate of any Initial
Purchaser or Holder, and each director, officer, employee, agent and Person, if
any, who controls a Holder of Registrable Securities, a Initial Purchaser or a
Participating Broker-Dealer within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act shall have the same rights to contribution
as such other Person, and each member or director of the Issuer or a Guarantor,
as the case may be, each officer of the Issuer who signed the Registration
Statement, and each Person, if any, who controls the Issuer or the Guarantor
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act shall have the same rights to contribution as the Issuer or the
Guarantor, as the case may be.

                                       21

<PAGE>

               5.    Participation in Underwritten Registrations. No Holder may
participate in any underwritten registration hereunder unless such Holder (a)
agrees to sell such Holder's Registrable Securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all reasonable questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements. The
Issuer shall be under no obligation to compensate any Holder for lost income,
interest or other opportunity foregone, or other liability incurred, as a result
of the Issuer's decision to exclude such Holder from any underwritten
registration if such Holder has not complied with the provisions of this Section
5 in all material respects following 5 business days' written notice of
noncompliance and the Issuer's decision to exclude such Holder.

               6.    Selection of Underwriters. The Holders of Registrable
Securities covered by the Shelf Registration Statement who desire to do so may
sell the securities covered by such Shelf Registration in an underwritten
offering. In any such underwritten offering, the underwriter or underwriters and
manager or managers that will administer the offering will be selected by the
Holders of a majority in aggregate principal amount of the Registrable
Securities included in such offering; provided, however, that such underwriters
and managers must be reasonably satisfactory to the Issuer.

               7.    Guarantors. The parties to this Agreement agree and
acknowledge that all obligations of the Issuer under this Agreement are joint
and several obligations of the Issuer and the Guarantors.

               8.    Miscellaneous.

               (a)   Rule 144 and Rule 144A. For so long as the Issuer is
subject to the reporting requirements of Section 13 or 15 of the Exchange Act
and any Registrable Securities remain outstanding, the Issuer covenants that it
will file the reports required to be filed by them under the Securities Act and
Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted
by the SEC thereunder, that if it ceases to be so required to file such reports,
it will upon the request of any Holder of Registrable Securities (i) make
publicly available such information as is necessary to permit sales pursuant to
Rule 144 under the Securities Act, (ii) deliver such information to a
prospective purchaser as is necessary to permit sales pursuant to Rule 144A
under the Securities Act, and (iii) take such further action that is reasonable
in the circumstances, in each case, to the extent required from time to time to
enable such Holder to sell its Registrable Securities without registration under
the Securities Act within the limitation of the exemptions provided by (a) Rule
144 under the Securities Act, as such rule may be amended from time to time, (b)
Rule 144A under the Securities Act, as such rule may be amended from time to
time, or (c) any similar rules or regulations hereafter adopted by the SEC. Upon
the reasonable request of any Holder of Registrable Securities, the Issuer will
deliver to such Holder a written statement as to whether it has complied with
such requirements.

               (b)   No Inconsistent Agreements. The Issuer has not entered into
nor will the Issuer on or after the date of this Agreement enter into any
agreement which is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not in any

                                       22

<PAGE>

way conflict with and are not inconsistent with the rights granted to the
holders of the Issuer's other issued and outstanding securities under any such
agreements.

               (c)   Amendments and Waivers. Except as permitted in paragraph
(b) above, the provisions of this Agreement, including provisions of this
sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, otherwise than with
the prior written consent of the Issuer and the Majority Holders; provided,
however, that no amendment, modification, or supplement or waiver or consent to
the departure with respect to the provisions of Section 4 hereof shall be
effective as against any Holder of Registrable Securities unless consented to in
writing by such Holder of Registrable Securities.

               (d)   Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Issuer by means of a notice given in accordance with the provisions of this
Section 7(e), which address initially is, with respect to the Initial
Purchasers, the address set forth in the Purchase Agreement; and (ii) if to the
Issuer, initially at the Issuer's address set forth in the Purchase Agreement
and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 8(d).

               All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.

               Copies of all such notices, demands, or other communications
shall be concurrently delivered by the Person giving the same to the Trustee, at
the address specified in the Indenture.

               (e)   Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of the
Initial Purchasers, including, without limitation and without the need for an
express assignment, subsequent Holders; provided, however, that nothing herein
shall be deemed to permit any assignment, transfer or other disposition of
Registrable Securities in violation of the terms of the Purchase Agreement or
the Indenture. If any transferee of any Holder shall acquire Registrable
Securities, in any manner, whether by operation of law or otherwise, such
Registrable Securities shall be held subject to all of the terms of this
Agreement, and by taking and holding such Registrable Securities, such Person
shall be conclusively deemed to have agreed to be bound by and to perform all of
the terms and provisions of this Agreement and such Person shall be entitled to
receive the benefits hereof.

               (f)   Third Party Beneficiary. Each of the Initial Purchasers
shall be a third party beneficiary of the agreements made hereunder between the
Issuer or the Guarantors, on the one hand, and the Holders, on the other hand,
and shall have the right to enforce such agreements

                                       23

<PAGE>

directly to the extent it deems such enforcement necessary or advisable to
protect its rights or the rights of Holders hereunder.

               (g)   Counterparts. This Agreement may be executed in any number
of counterparts and by the parries hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

               (h)   Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

               (i)   GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS. Specified times of day
refer to New York City time.

               (j)   Severability. In the event that anyone or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

               (k)   Securities Held by the Issuer or any of its Affiliates.
Whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities held by the
Issuer or any of their affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.

                            [Signature Pages Follow]

                                       24

<PAGE>

               IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.

                                         NEWS AMERICA INCORPORATED


                                                /s/ JANET NOVA
                                         By:__________________________
                                         Name:  Janet Nova
                                         Title: Vice President

                                         THE NEWS CORPORATION LIMITED

                                         FEG HOLDINGS, INC

                                         FOX ENTERTAINMENT GROUP, INC.

                                         HARPERCOLLINS PUBLISHERS INC.

                                         HARPERCOLLINS (UK)

                                         NEWS AMERICA MARKETING FSI, INC.

                                         NEWS INTERNATIONAL plc

                                         NEWS LIMITED

                                         NEWS PUBLISHING AUSTRALIA
                                         LIMITED

                                         NEWS SECURITIES B.V.

                                         NEWSCORP. INVESTMENTS

                                                /s/ ARTHUR M. SISKIND
                                         By:__________________________
                                         Name:  Arthur M. Siskind
                                         Title: Senior Executive Vice President,
                                                News America Incorporated,
                                                for the Guarantors

<PAGE>

CONFIRMED AND ACCEPTED,
as of the date first above written:

J.P. MORGAN SECURITIES INC.



By   /s/ JOSE C. PADILLA
  ----------------------------
      Authorized Signatory



Salomon Smith Barney Inc.



By:     /s/ PAUL UREN
   ---------------------------
Name:  Paul Uren
Title: Vice President

                                       26

<PAGE>

                                    Exhibit A

                           Form of Opinion of Counsel

         1. Each of the Exchange Offer Registration Statement and the
Prospectus; (other than the financial statements, Debentures or schedules
thereto and other financial and statistical information and supplemental
schedules included or referred to therein or omitted therefrom, as to which such
counsel need express no opinion), complies as to form in all material respects
with the applicable requirements of the Securities Act and the applicable rules
and regulations promulgated under the Securities Act.

         2. In the course of such counsel's review and discussion of the
contents of the Exchange Offer) Registration Statement and the Prospectus; with
certain officers and other representatives of the Issuer and representatives of
the independent certified public accountants of the Issuer, but without
independent check or verification or responsibility for the accuracy,
completeness or fairness of the statements contained therein, on the basis of
the foregoing (reasonably relying as to materiality upon representations and
opinions of officers and other representatives of the Issuer), no facts have
come to such counsel's attention which cause such counsel to believe that the
Exchange Offer Registration Statement (other than the financial statements,
Debentures and schedules thereto and other financial information contained or
referred to therein, as to which such counsel need express no belief), at the
time the Exchange Offer Registration Statement became effective and at the time
of the consummation of the Exchange Offer, contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements contained therein not misleading, or that
the Prospectus (other than the financial statements, Debentures and schedules
thereto and other financial information contained or referred to therein, as to
which such counsel need express no belief) contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements
contained therein, in the light of the circumstances under which they were made,
not misleading.