Twelfth Supplemental Indenture



 Exhibit 4.13 
  

 NEWS AMERICA INCORPORATED, 
 Company, 
 NEWS CORPORATION, 
 Guarantor 
 and 
 THE BANK OF NEW YORK, 
 Trustee

  

 TWELFTH
SUPPLEMENTAL INDENTURE 
 Dated as of May 23, 2007 
 Amending and Supplementing the 
 Amended and Restated Indenture 
 Dated as of March 24, 1993 
  

 Senior Securities 
  








 TWELFTH SUPPLEMENTAL INDENTURE, dated as of May 23, 2007, among News America Incorporated, a
Delaware corporation (the “Company”), with its principal office located at 1211 Avenue of the Americas, New York, NY 10036, News Corporation, a Delaware corporation (“News Corporation”), News Australia Holdings Pty
Limited, an Australia corporation (ABN 32 105 197 028) (“NAHPL”), FEG Holdings, Inc., a Delaware corporation (“FEGH”), Fox Entertainment Group, Inc., a Delaware corporation (“FEG”), News America
Marketing FSI, LLC, a Delaware limited liability company (“NAM”), News Publishing Australia Limited, a Delaware corporation (“NPAL”) and The Bank of New York, a New York banking corporation (the
“Trustee”), amending and supplementing the Amended and Restated Indenture, dated as of March 24, 1993 (the “Original Indenture”), among the Company, the guarantors named therein and the Trustee, which provided
for the issuance from time to time of the Company’s senior debt securities to be issued in one or more series as provided therein. (The Original Indenture, as supplemented by the First Supplemental Indenture, dated as of May 20, 1993, the
Second Supplemental Indenture, dated as of May 28, 1993, the Third Supplemental Indenture, dated as of July 21, 1993, the Fourth Supplemental Indenture, dated as of October 20, 1995, the Fifth Supplemental Indenture, dated as of
January 8, 1998, the Sixth Supplemental Indenture, dated as of March 1, 1999, the Seventh Supplemental Indenture, dated as of February 14, 2001, the Eighth Supplemental Indenture, dated as of June 27, 2003, the Ninth Supplemental
Indenture, dated as of November 12, 2004, the Tenth Supplemental Indenture, dated as of March 14, 2005, the Eleventh Supplemental Indenture, dated as of March 21, 2005 and this Twelfth Supplemental Indenture, dated as of May 23,
2007 as it 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, pursuant to
Section 907 of the Original Indenture (as amended and supplemented prior to the date hereof), any Restricted Subsidiary that is not a Guarantor which issues any guarantee of any Indebtedness for money borrowed in excess of $50 million shall
under the Indenture guarantee the Securities to the same extent and in the same manner in which such other Indebtedness is so guaranteed; and 
 WHEREAS, Limited Liability Company “APR City/TVD,” Limited Liability Company “Display,” Media Support Services Limited, Limited Liability Company “Outdoor Marketing (Russia),” Limited Liability Company
“Outdoor Media Management” and Outdoor Systems Limited, which are not currently guarantors under the Indenture, have issued guarantees of indebtedness for money borrowed in excess of $50 million (the “Restricted Subsidiary
Guarantees”) and are required, therefore, to execute this Supplemental Indenture pursuant to the terms of said Section 907 of the Original Indenture (as amended and supplemented prior to the date hereof); and 
 WHEREAS, effective May 23, 2007 NAHL, NPAL, FEG, FEGH, NAM, Limited Liability Company “APR City/TVD,” Limited Liability Company
“Display,” Media Support Services Limited, Limited Liability Company “Outdoor Marketing (Russia),” Limited Liability Company “Outdoor Media Management” and Outdoor Systems Limited were each unconditionally and fully
released in writing from all obligations under guarantees of 








 
Indebtedness under a Five Year Credit Agreement dated as of June 27, 2003 among the Company, as Borrower, the Initial Guarantors and Lenders party to
the Credit Agreement, and Citibank, N.A., as Agent (the “Revolving Credit Agreement”) and are therefore, pursuant to Section 1205 of the Original Indenture as supplemented by Section 203 of the Fourth Supplemental
Indenture, released and eliminated from the terms of the Guarantee and as Guarantors under the Indenture; and 
 WHEREAS, the provisions of
this Twelfth Supplemental Indenture shall not adversely affect the interests of the Holders of Securities of any series in any material respects; 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 Twelfth Supplemental Indenture and has done all things necessary to make this Twelfth Supplemental Indenture a valid agreement in accordance with its terms. 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
 ARTICLE ONE 
 ORIGINAL INDENTURE 
 SECTION 101.
Effect of Original Indenture. 
 Except as specifically provided in this Twelfth Supplemental Indenture, the Original Indenture (as
amended and supplemented prior to the date hereof) shall remain in full force and effect. 
 ARTICLE TWO 
 AMENDMENTS TO THE INDENTURE 
 SECTION
201. Addition of Guarantors. 
 In accordance with Section 907 of the Original Indenture (as amended and supplemented prior to
the date hereof), each of the following entities hereby agrees to become a Guarantor under the Original Indenture: 
  

			
	 Name
	 	 Jurisdiction of Incorporation

	 Limited Liability Company “APR City/TVD”
	 	Russian Federation
	 Limited Liability Company “Display”
	 	Russian Federation
	 Media Support Services Limited
	 	British Virgin Islands
	 Limited Liability Company “Outdoor Marketing (Russia)”
	 	Russian Federation
	 Limited Liability Company “Outdoor Media Management”
	 	Russian Federation
	 Outdoor Systems Limited
	 	British Virgin Islands








 SECTION 202. References in the Indenture 
 By reason of the Restricted Subsidiary Guarantees, and the continuation, as Guarantor, of the Guarantor under the Indenture, all references in the
Indenture to the “Guarantors” are hereby deemed to refer to the following entities, and all references in the Indenture to each or any “Guarantor” are hereby deemed to refer to each of such entities: 
  

			
	 Name
	 	 Jurisdiction of Incorporation

	 News Corporation
	 	Delaware
	 News Australia Holdings Pty Ltd
	 	Australia
	 FEG Holdings, Inc.
	 	Delaware
	 Fox Entertainment Group, Inc.
	 	Delaware
	 News America Marketing FSI, LLC
	 	Delaware
	 News Publishing Australia Limited
	 	Delaware
	 Limited Liability Company “APR City/TVD”
	 	Russian Federation
	 Limited Liability Company “Display”
	 	Russian Federation
	 Media Support Services Limited
	 	British Virgin Islands
	 Limited Liability Company “Outdoor Marketing (Russia)”
	 	Russian Federation
	 Limited Liability Company “Outdoor Media Management”
	 	Russian Federation
	 Outdoor Systems Limited
	 	British Virgin Islands

 SECTION 203. Release of Certain Guarantors. 
 In accordance with Section 1205 of the Original Indenture as supplemented by Section 203 of the Fourth Supplemental Indenture, each of the
following entities is hereby eliminated as a Guarantor under the Indenture: 
  

			
	 Name
	  	 Jurisdiction of Incorporation

	 News Australia Holdings Pty Ltd
	  	Australia
	 FEG Holdings, Inc.
	  	Delaware
	 Fox Entertainment Group, Inc.
	  	Delaware
	 News America Marketing FSI, LLC
	  	Delaware
	 News Publishing Australia Limited
	  	Delaware
	 Limited Liability Company “APR City/TVD”
	  	Russian Federation
	 Limited Liability Company “Display”
	  	Russian Federation
	 Media Support Services Limited
	  	British Virgin Islands
	 Limited Liability Company “Outdoor Marketing (Russia)”
	  	Russian Federation
	 Limited Liability Company “Outdoor Media Management”
	  	Russian Federation
	 Outdoor Systems Limited
	  	British Virgin Islands








 SECTION 204. References in the Indenture. 
 By reason of the elimination of certain Guarantors pursuant to Section 203 hereof, and the continuation, as Guarantor, of the Guarantor under the
Indenture, all references to the “Guarantor” are hereby deemed to refer to News Corporation, a Delaware corporation, as sole Guarantor. 
 ARTICLE THREE 
 MISCELLANEOUS 
 SECTION 301. Effect of Headings. 
 The Article and Section headings herein are for convenience of
reference only and shall not affect the construction hereof. 
 SECTION 302. Governing Law. 
 Subject to the following sentence, this Twelfth 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 Twelfth 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 Twelfth 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. 
 SECTION 304. Trustee. 
 The Trustee
makes no representation as to the validity or sufficiency of this Twelfth Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and the Guarantor and not of the Trustee. 







 IN WITNESS WHEREOF, the parties hereto have caused this Twelfth Supplemental Indenture to be duly executed as of the day
and year first above written. 
  

			
	News America Incorporated
		
	By:	 	/s/ Laurence A. Jacobs



			
	Name:	 	Laurence A. Jacobs
	Title:	 	Senior Executive Vice President and General Counsel



			
	
	News Corporation, as Guarantor
		
	By:	 	/s/ Laurence A. Jacobs



			
	Name:	 	Laurence A. Jacobs
	Title:	 	Senior Executive Vice President and Group General Counsel



			
	
	 News Australia Holdings Pty Limited, as
 Guarantor

		
	By:	 	/s/ Laurence A. Jacobs



			
	Name:	 	Laurence A. Jacobs
	Title:	 	Authorized Signatory



			
	
	FEG Holdings, Inc., as Guarantor
		
	By:	 	/s/ Laurence A. Jacobs



			
	Name:	 	Laurence A. Jacobs
	Title:	 	Senior Executive Vice President and General Counsel



			
	
	Fox Entertainment Group, Inc., as Guarantor



			
		
	By:	 	/s/ Laurence A. Jacobs



			
	Name:	 	Laurence A. Jacobs
	Title:	 	Senior Executive Vice President and General Counsel










			
	News America Marketing FSI, LLC, as Guarantor
		
	By:	 	/s/ Laurence A. Jacobs



			
	Name:	 	Laurence A. Jacobs
	Title:	 	Senior Vice President and General Counsel



			
	
	News Publishing Australia Limited, as Guarantor



			
		
	By:	 	/s/ Laurence A. Jacobs



			
	Name:	 	Laurence A. Jacobs
	Title:	 	Senior Vice President and General Counsel



			
	
	Media Support Services Limited, as Guarantor



			
		
	By:	 	/s/ Olga Bortnyaeva



			
	Name:	 	Olga Bortnyaeva
	Title:	 	as attorney



			
	
	Outdoor Systems Limited, as Guarantor



			
		
	By:	 	/s/ Olga Bortnyaeva



			
	Name:	 	Olga Bortnyaeva
	Title:	 	as attorney










			
	Limited Liability Company “APR City/TVD”, as Guarantor



			
		
	By:	 	/s/ Vladimir Semyachkin



			
	Name:	 	Vladimir Semyachkin
	Title:	 	General Director



			
	
	 Limited Liability Company “Display”, as
 Guarantor




			
		
	By:	 	/s/ Olga Pavlova



			
	Name:	 	Olga Pavlova
	Title:	 	General Director



			
	
	Limited Liability Company “Outdoor Marketing (Russia)”, as Guarantor



			
		
	By:	 	/s/ Igor Chernenko



			
	Name:	 	Igor Chernenko
	Title:	 	General Director



			
	
	Limited Liability Company “Outdoor Media Management”, as Guarantor



			
		
	By:	 	/s/ Vladimir Ryabovol



			
	Name:	 	Vladimir Ryabovol
	Title:	 	General Director










			
	The Bank of New York, as Trustee
		
	By:	 	/s/ Franca Ferrera



			
	Name:	 	Franca Ferrera
	Title:	 	Assistant Vice President










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

 On this 23 day of May, 2007, before me personally appeared Laurence Jacobs, who acknowledged
himself to be the Senior EVP of News America Incorporated, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing in the name of such corporation as
such                    . 
 IN WITNESS
WHEREOF, I hereunto set my hand and official seal. 
  

			
	By:	 	/s/ Jacinta T. Palmer


			
	Name:	 	Jacinta T. Palmer
	Title:	 	Notary Public, State of New York
		 	No. OITH6062503
		 	Qualified in Kings County
		 	Commission Expires Aug 6, 2009
		 	
		 	[Notarial Seal]

  

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

 On this 23 day of May, 2007, before me personally appeared Laurence Jacobs, who acknowledged
himself to be the Senior EVP of News Corporation, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing in the name of each such corporation as such
                    . 
 IN WITNESS
WHEREOF, I hereunto set my hand and official seal. 
  

			
	By:	 	/s/ Jacinta T. Palmer


			
	Name:	 	Jacinta T. Palmer
	Title:	 	Notary Public, State of New York
		 	No. OITH6062503
		 	Qualified in Kings County
		 	Commission Expires Aug 6, 2009
		 	
		 	[Notarial Seal]