Exhibit 2.10
 British Sky Broadcasting Group plc
 Issuer
 British Sky Broadcasting Limited
 BSkyB Finance UK plc
 BSkyB Investments Limited
 BSkyB Publications Limited
 Sky In-Home Service Limited
 Sky Subscribers Services Limited
 Initial Guarantors
 The Bank of New York Mellon
 Trustee
 
 Indenture
 
 Dated as of November 24, 2008
 
 Guaranteed Debt Securities




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##### 



British Sky Broadcasting Group plc
British Sky Broadcasting Limited
BSkyB Finance UK plc
BSkyB Investments Limited
BSkyB Publications Limited
Sky In-Home Service Limited
Sky Subscribers Services Limited
 Certain Sections of this Indenture relating to Sections 310 through 318,
inclusive, of the Trust Indenture Act of 1939:
 Trust Indenture Act Section
    
    Indenture Section§ 310(a)(1)
    
    6.10(a)(2)
    
    6.10(a)(3)
    
    Not Applicable(a)(4)
    
    Not Applicable(b)
    
    6.086.10§ 311(a)
    
    6.13(b)
    
    6.13§ 312(a)
    
    7.017.02(b)
    
    7.02(c)
    
    7.01§ 313(a)
    
    7.03(b)
    
    7.03(c)
    
    7.03(d)
    
    7.03§ 314(a)
    
    7.04(a)(4)
    
    1.0110.05(b)
    
    Not Applicable(c)(1)
    
    10.02(c)(2)
    
    10.02(c)(3)
    
    Not Applicable(d)
    
    Not Applicable(e)
    
    10.02§ 315(a)
    
    6.01(b)
    
    6.02(c)
    
    6.01(d)
    
    6.01(e)
    
    5.14§ 316(a)
    
    1.01(a)(1)(A)
    
    5.025.12(a)(1)(B)
    
    5.13(a)(2)
    
    Not Applicable(b)
    
    5.08(c)
    
    1.04§ 317(a)(2)
    
    5.04
 i




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##### 



Trust Indenture Act Section
    
    Indenture Section(b)
    
    10.03§ 318(a)
    
    1.13
 
 NOTE:
    
    This reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Indenture. ii




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##### 



TABLE OF CONTENTS
 ARTICLE 1Definitions and Other Provisions of General ApplicationSection 1.01 Definitions
    
    
    1Section 1.02 Compliance Certificates and Opinions
    
    
    15Section 1.03 Form of Documents Delivered to Trustee
    
    
    16Section 1.04 Acts of Holders; Record Dates
    
    
    16Section 1.05 Notices, etc., to Trustee, Issuer and Guarantors
    
    
    17Section 1.06 Notice to Holders; Waiver
    
    
    18Section 1.07 Language of Notices, etc.
    
    
    18Section 1.08 Conflict with Trust Indenture Act
    
    
    18Section 1.09 Effect of Headings and Table of Contents
    
    
    18Section 1.10 Successors and Assigns
    
    
    19Section 1.11 Separability Clause
    
    
    19Section 1.12 Benefits of Indenture
    
    
    19Section 1.13 Governing Law
    
    
    19Section 1.14 Saturdays, Sundays and Legal Holidays
    
    
    19Section 1.15 Appointment of Agent for Service
    
    
    19Section 1.16 Counterparts
    
    
    20Section 1.17 Effect of Headings and Table of Contents
    
    
    20ARTICLE 2Security FormsSection 2.01 Forms and Terms of the Securities
    
    
    20Section 2.02 Form of Face of Global Security
    
    
    21Section 2.03 Form of Face of Definitive Security
    
    
    25Section 2.04 Form of Reverse of Security
    
    
    28Section 2.05 Guarantees by Guarantors; Additional Subsidiary
Guarantors; Release of Guarantors; Form of Guarantee
    
    
    38Section 2.06 Form of Trustees Certificate of Authentication
    
    
    44ARTICLE 3The SecuritiesSection 3.01 Title and Terms
    
    
    44Section 3.02 Denominations
    
    
    47Section 3.03 Execution, Authentication, Delivery and Dating
    
    
    47Section 3.04 Temporary Securities
    
    
    48Section 3.05 Registration, Transfer and Exchange of Securities
    
    
    49Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities
    
    
    54Section 3.07 Payment of Interest; Interest Rights Preserved
    
    
    54Section 3.08 Persons Deemed Owners
    
    
    56Section 3.09 Cancellation
    
    
    56Section 3.10 Computation of Interest
    
    
    56
 iii




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##### 



Section 3.11 CUSIP/Common Code/ISIN Numbers
    
    
    56ARTICLE 4Satisfaction and DischargeSection 4.01 Satisfaction and Discharge of Indenture
    
    
    57Section 4.02 Application of Trust Money
    
    
    58ARTICLE 5RemediesSection 5.01 Events of Default
    
    
    58Section 5.02 Acceleration of Maturity; Rescission and Annulment
    
    
    60Section 5.03 Reserved
    
    
    61Section 5.04 Trustee May File Proofs of Claim
    
    
    61Section 5.05 Trustee May Enforce Claims without Possession of Securities
    
    
    61Section 5.06 Application of Money Collected
    
    
    61Section 5.07 Limitation on Suits
    
    
    62Section 5.08 Unconditional Right of Holders to Receive Principal, Premium and Interest
    
    
    62Section 5.09 Restoration of Rights and Remedies
    
    
    63Section 5.10 Rights and Remedies Cumulative
    
    
    63Section 5.11 Delay or Omission Not Waiver
    
    
    63Section 5.12 Control by Holders
    
    
    63Section 5.13 Waiver of Defaults
    
    
    63Section 5.14 Undertaking for Costs
    
    
    64Section 5.15 Waiver of Usury, Stay or Extension Laws
    
    
    64Section 5.16 Notification of Event of Default to the Trustee, Entitlement of Trustee to Direct Agent Members
    
    
    64ARTICLE 6The TrusteeSection 6.01 Certain Duties and Responsibilities
    
    
    64Section 6.02 Notice of Defaults
    
    
    65Section 6.03 Certain Rights of Trustee
    
    
    65Section 6.04 Not Responsible for Recitals or Issuance of Securities
    
    
    67Section 6.05 May Hold Securities
    
    
    67Section 6.06 Money Held in Trust
    
    
    67Section 6.07 Compensation and Reimbursement
    
    
    67Section 6.08 Conflicting Interests
    
    
    68Section 6.09 Corporate Trustee Required; Eligibility
    
    
    68Section 6.10 Resignation and Removal; Appointment of Successor
    
    
    69Section 6.11 Acceptance of Appointment by Successor
    
    
    70Section 6.12 Merger, Conversion, Consolidation or Succession to Business
    
    
    70Section 6.13 Preferential Collection of Claims against Issuer or Guarantors
    
    
    71Section 6.14 Appointment of Authenticating Agent
    
    
    71
 iv




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##### 



ARTICLE 7Holders Lists and Reports by Trustee, Issuer and GuarantorsSection 7.01 Issuer and Guarantors to Furnish Trustee Names and Addresses of Holders
    
    
    72Section 7.02 Preservation of Information; Communications to Holders
    
    
    73Section 7.03 Reports by Trustee
    
    
    73Section 7.04 Reports by Issuer and Guarantors, Statement by Officers as to
Default and Compliance
    
    
    73Section 7.05 Calculation of Original Issue Discount
    
    
    73ARTICLE 8Consolidation, Merger, Conveyance, Transfer or LeaseSection 8.01 Issuer or Guarantors May Consolidate, etc., Only on Certain Terms
    
    
    74Section 8.02 Successor Substituted
    
    
    75Section 8.03 Successor Issuer
    
    
    75ARTICLE 9Supplemental IndenturesSection 9.01 Supplemental Indentures without Consent of Holders
    
    
    76Section 9.02 Supplemental Indentures with Consent of Holders
    
    
    77Section 9.03 Execution of Supplemental Indentures
    
    
    78Section 9.04 Effect of Supplemental Indentures
    
    
    78Section 9.05 Conformity With Trust Indenture Act
    
    
    78Section 9.06 Reference in Securities to Supplemental Indentures
    
    
    78ARTICLE 10CovenantsSection 10.01 Payment of Principal, Premium and Interest
    
    
    78Section 10.02 Maintenance of Office or Agency
    
    
    79Section 10.03 Money for Securities Payments to Be Held in Trust
    
    
    79Section 10.04 Additional Amounts
    
    
    80Section 10.05 Statement by Officers as to Default
    
    
    81Section 10.06 Existence
    
    
    81Section 10.07 Reserved
    
    
    81Section 10.08 Limitation on Liens
    
    
    81Section 10.09 Waiver of Certain Covenants
    
    
    81ARTICLE 11Defeasance and Covenant DefeasanceSection 11.01 Option of Issuer and Guarantors to Effect Defeasance or Covenant Defeasance
    
    
    82Section 11.02 Defeasance and Discharge
    
    
    82Section 11.03 Covenant Defeasance
    
    
    82Section 11.04 Conditions to Defeasance or Covenant Defeasance
    
    
    83Section 11.05 Deposited Money and U.S. Government Obligations to Be
Held in Trust; Miscellaneous Provisions
    
    
    85
 v




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##### 



Section 11.06 Reinstatement
    
    
    85ARTICLE 12RedemptionSection 12.01 Optional Redemption for Taxation Reasons
    
    
    86Section 12.02 Optional Redemption Other than for Taxation Reasons
    
    
    88Section 12.03 Method and Effect of Redemption
    
    
    89ARTICLE 13Miscellaneous ProvisionsSection 13.01 No Personal Liability
    
    
    90Section 13.02 Additional Securities
    
    
    90Section 13.03 Payments for Consents
    
    
    91
 ANNEX A
 ANNEX B
 vi




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##### 



Issuer BSkyB Limited BSkyB Finance BSkyB Investments BSkyB Publications Sky In-Home Sky Subscribers Initial Guarantor Initial Guarantors Trustee
  Securities
       Definitions and Other Provisions of General Application
 Definitions
  1




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##### 



1996 Bonds
 1999 Bonds
 2005 Bonds
 2007 Bonds
 2008 (February) Bonds
 acceding Guarantor
 2




---



##### 



Act
 Additional Amounts
 Affiliate control controlling controlled
 Agent Member
 Applicable Taxing Jurisdiction
 Authenticating Agent
 Authorized Newspaper
 Bankruptcy Default
 Board of Directors
 Board Resolution
 BSkyB Consolidated Group
 BSkyB Finance
 BSkyB Investments
 BSkyB Limited
 BSkyB Publications
 3




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##### 



Business Day
 Capital Lease Obligation
 Change in Successor Tax Law
 Change in Tax Law
 Change of Control
 Change of Control Period
 Commission
 Companies Act
 Comparable Treasury Issue
 Comparable Treasury Price
 Consolidated Net Tangible Assets
 (i)
    
    all current liabilities (excluding any Finance Lease Obligation classified as a
current liability);(ii)
    
    all goodwill, trade names, trademarks, patents, unamortized debt discount and
financing costs; and(iii)
    
    appropriate adjustments on account of minority interests of other Persons
holding shares in any Subsidiary,
  Controlled Affiliate
 Corporate Trust Office
 4




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##### 



corporation
 Covenant Defeasance
 Default
 Defaulted Interest
 Defeasance
 Definitive Security
 Depositary Depositary
 Director
 DTC
 Event of Default
 Exchange Act
 Extraordinary Resolution
 Finance Lease Obligation
 Foreign Currency
 Global Security
 Group Member
 5




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##### 



Guarantee
 Guarantors
 Holder
 IFRS
 Indebtedness
 6




---



##### 



Indenture
 Independent Investment Banker
 Initial Guarantor Initial Guarantors
 Interest Payment Date
 Interest Rate Protection Agreements
 Investment Company Act
 Issuer Issuer successor Issuer
 Issuer Request Issuer Order
 Lien
 7




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##### 



Maturity
 Moodys
 Negative Rating Event
 Non-Investment Grade Rating
 Non-Recourse Liabilities
 Notice of Default
 Officers Certificate Officer provided
 Opinion of Counsel
 Optional Redemption Date
 Original Issue Discount Security
 Outstanding
  provided
 8




---



##### 



provided, however
 Paying Agent
 Payment Default
 Periodic Offering
 9




---



##### 



Permitted Assurance provided
 Permitted Encumbrance provided provided
 10




---



##### 



provided provided provided provided provided
 Permitted Securitization provided
 11




---



##### 



Permitted Securitization Liens
 Person
 Place of Payment
 Predecessor Security
 Put Event
 Put Event Notice
 Rating Agency
 Redeemable Stock
 Redemption Date
 Redemption Price
 Reference Treasury Dealer
 Reference Treasury Dealer Quotation
 12




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##### 



Register Registrar Record
 Regular Record Date
 Regulation S
 Regulation S Certificate
 Regulation S Definitive Security
 Regulation S Global Security
 Regulation S Legend
 Regulation S Securities
 Relevant Announcement Date
 Relevant Potential Change of Control Announcement
 Restricted Global Security
 Restricted Legend
 Restricted Period
 Restricted Security
 Restricted Securities Certificate
 13




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##### 



Revolving Credit Facility
 Rule 144A
 Securities
 Securities Act
 Sky In-Home
 Special Purpose Subsidiary
 Special Record Date
 Stated Maturity
 S&P
 Subsidiary
 Substitute Rating Agency
 Succession Date
 successor Guarantor
 Successors Taxing Jurisdiction
 Trade Payables
 Treasury Rate
 14




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##### 



Trust Indenture Act provided, however Trust Indenture Act
 Trustee Trustee
 U.K.
 U.S.
 U.S. dollars
 U.S. Government Obligation
 Compliance Certificates and Opinions.
      15




---



##### 



Form of Documents Delivered to Trustee.
    Acts of Holders; Record Dates.
 Act
 16




---



##### 



provided
 Notices, etc., to Trustee, Issuer and Guarantors.
    17




---



##### 



Notice to Holders; Waiver.
    Language of Notices, etc.
  Conflict with Trust Indenture Act.
  Effect of Headings and Table of Contents.
  18




---



##### 



Successors and Assigns.
  Separability Clause.
  Benefits of Indenture.
  Governing Law.
 THIS INDENTURE, THE SECURITIES AND THE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
 Saturdays, Sundays and Legal Holidays.
 provided
 Appointment of Agent for Service.
  19




---



##### 



Counterparts.
  Effect of Headings and Table of Contents.
  Security Forms
 Forms and Terms of the Securities.
   20




---



##### 



Form of Face of Global Security.
 legend if the Security is a Restricted Security:
 SECURITIES ACT
 21




---



##### 



PROVIDED
  legend if the Security is a Regulation S Security during the Restricted Period:
 SECURITIES ACT
 legend on each Global Security:
  22




---



##### 



No.
    
    $
 if the Security is to bear interest prior to Maturity, insert:
 Issuer
 23




---



##### 



if applicable, insert:
 
  if the Security is not to bear interest prior to Maturity, insert:
 Issuer   .
 if applicable, insert: provided, however,
 24




---



##### 



if applicable insert:
 
  THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
   British Sky Broadcasting Group plcBy:Name:Title: Form of Face of Definitive Security.
 legend if the Security is a Restricted Security:
 SECURITIES ACT
 25




---



##### 



legend if the Security is a Regulation S Security during the Restricted Period:
    
 
 26




---



##### 



No.
    
    $
 if the Security is to bear interest prior to Maturity, insert:
 Issuer        if applicable, insert:
 
  if the Security is not to bear interest prior to Maturity, insert:
 Issuer   .
 27




---



##### 



if applicable, insert: provided, however,
   THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
   British Sky Broadcasting Group plcBy:Name:Title: Form of Reverse of Security.
 insert title
of security Indenture
 28




---



##### 



Initial Guarantors Trustee Guarantors
 if applicable, insert:
 Redemption for Taxation Reasons.
 Change in Tax Law
   provided,
however
 29




---



##### 



Succession Date insert date successor Guarantor Successors Taxing
Jurisdiction
 Change of Successor Tax Law
  provided, however
 30




---



##### 



if applicable, insert:
 Optional Redemption or Purchase Other Than for Taxation Reasons.
   31




---



##### 



Treasury Rate
 Comparable Treasury Issue
 Independent Investment Banker
 Comparable Treasury Price
 Reference Treasury Dealer   provided, however Primary Treasury Dealer
 Reference Treasury Dealer Quotation
 if applicable, insert:
 Redemption or Purchase of Securities upon a Put Event.
   32




---



##### 



Put Event Notice Optional
Redemption Date
   Put Event
 Change of Control
 Relevant Announcement Date
 Baa3/BBB-, or the equivalent, or better Ba1/BB+, or the
equivalent, or worse Non-Investment Grade Rating
 by way of example,
Baa1 to Baa2 being one notch
 33




---



##### 



provided
   Change of Control Period
 Extraordinary Resolution
 Negative Rating Event
 Rating Agency Moodys S&P Substitute Rating Agency
 Relevant Potential Change of Control Announcement
 34




---



##### 



If applicable, insert:
 Defeasance.
  Defaults and Remedies.
  Additional Amounts.
 Taxes Applicable Taxing Jurisdiction Additional
Amounts
 35




---



##### 



ECOFIN
  Modification and Waiver.
  36




---



##### 



Limitation on Proceedings.
  Unconditional Right of Holders.
  Denomination, Transfer and Exchange.
     37




---



##### 



Miscellaneous.
   Governing Law.
 The Indenture and this Security shall be governed by and construed in accordance with the laws
of the State of New York.
      Total PrincipalAmount at Maturity
    
    Notation MadeDate of
    
    Decrease in Principal
    
    Increase in Principal
    
    Following such
    
    by or on Behalf of theDecrease/Increase
    
    Amount at Maturity
    
    Amount at Maturity
    
    Decrease/Increase
    
    Registrar
 Guarantees by Guarantors; Additional Subsidiary Guarantors; Release of
Guarantors; Form of Guarantee.
 Guarantees by Guarantors.
 38




---



##### 



Additional Subsidiary Guarantors.
   acceding Guarantor pari passu
 Release of Guarantors
 provided
   39




---



##### 



Initial Guarantors Guarantors Issuer
 Taxes Applicable Taxing Jurisdiction Additional Amounts
 40




---



##### 



41




---



##### 



provided, however
 provided, however
 pro rata
     42




---



##### 



THE GUARANTEES SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK,
AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
  British Sky Broadcasting LimitedBy:Name:Title: BSkyB Finance UK plcBy:Name:Title: BSkyB Investments LimitedBy:Name:Title: BSkyB Publications LimitedBy:Name:Title: Sky In-Home Service LimitedBy:Name:Title: Sky Subscribers Services LimitedBy:Name:Title: 43




---



##### 



Form of Trustees Certificate of Authentication.
    The Bank of New York Mellon
     as TrusteeBy:Authorized Signatory The Securities
 Title and Terms.
  pari passu
     44




---



##### 



45




---



##### 



46




---



##### 



Denominations.
  Execution, Authentication, Delivery and Dating.
   provided
   47




---



##### 



Temporary Securities.
   48




---



##### 



Registration, Transfer and Exchange of Securities.
  Registrar Register Record
     49




---



##### 



50




---



##### 



provided
    Global Security to Global Security
 Global Security to Definitive Security
 51




---



##### 



Definitive Security to Definitive Security
 Securities Act Legend.
   Restrictions on Transfer and Exchange
   52




---



##### 



53




---



##### 



Mutilated, Destroyed, Lost and Stolen Securities.
       Payment of Interest; Interest Rights Preserved.
  54




---



##### 



Defaulted
Interest
 Special Record Date
  55




---



##### 



Persons Deemed Owners.
  Cancellation.
 provided, however
 Computation of Interest.
  CUSIP/Common Code/ISIN Numbers.
 provided
 56




---



##### 



Satisfaction and Discharge
 Satisfaction and Discharge of Indenture.
           57




---



##### 



Application of Trust Money.
  Remedies
 Events of Default.
 Event of Default
   Notice of Default
  58




---



##### 



Notice of Default
  provided provided
 59




---



##### 



reorganization
 Acceleration of Maturity; Rescission and Annulment.
     60




---



##### 



Reserved.
 Trustee May File Proofs of Claim.
  provided, however
 Trustee May Enforce Claims without Possession of Securities.
  Application of Money Collected.
   61




---



##### 



Limitation on Suits.
  Notice of Default
       Unconditional Right of Holders to Receive Principal, Premium and Interest.
  62




---



##### 



Restoration of Rights and Remedies.
  Rights and Remedies Cumulative.
  Delay or Omission Not Waiver.
  Control by Holders.
  Waiver of Defaults.
  63




---



##### 



Undertaking for Costs.
 provided
 Waiver of Usury, Stay or Extension Laws.
  Notification of Event of Default to the Trustee, Entitlement of Trustee to Direct
Agent Members.
  The Trustee
 Certain Duties and Responsibilities.
  64




---



##### 



Notice of Defaults.
 provided, however
   Certain Rights of Trustee.
     65




---



##### 



66




---



##### 



Not Responsible for Recitals or Issuance of Securities.
  May Hold Securities.
  Money Held in Trust.
  Compensation and Reimbursement.
  67




---



##### 



Conflicting Interests.
  Corporate Trustee Required; Eligibility.
  68




---



##### 



Resignation and Removal; Appointment of Successor.
        provided
  69




---



##### 



Acceptance of Appointment by Successor.
    Merger, Conversion, Consolidation or Succession to Business.
 provided
 70




---



##### 



Preferential Collection of Claims against Issuer or Guarantors.
  Appointment of Authenticating Agent.
    71




---



##### 



The Bank of New York Mellon
     as TrusteeBy:as Authenticating AgentBy:Authorized Signatory  Holders Lists and Reports by Trustee, Issuer and Guarantors
 Issuer and Guarantors to Furnish Trustee Names and Addresses of Holders.
    72




---



##### 



excluding provided
 Preservation of Information; Communications to Holders.
    Reports by Trustee.
    Reports by Issuer and Guarantors, Statement by Officers as to Default and
Compliance.
  Calculation of Original Issue Discount.
  73




---



##### 



Consolidation, Merger, Conveyance, Transfer or Lease
 Issuer or Guarantors May Consolidate, etc., Only on Certain Terms.
      74




---



##### 



Successor Substituted.
  Successor Issuer.
 provided
   75




---



##### 



Supplemental Indentures
 Supplemental Indentures without Consent of Holders.
  provided
    provided
    76




---



##### 



Supplemental Indentures with Consent of Holders.
 provided, however
 (a)
    
    reduce the principal amount of, or change the Stated Maturity of, any
installment of principal of, or interest on, any Security;(b)
    
    reduce the rate of, or change the Stated Maturity of, any interest payment on
any Security, or adversely affect the right to convert or exchange any Security as may
be provided pursuant to Section 3.01;(c)
    
    change any obligation of the Issuer or the Guarantors to pay Additional Amounts
pursuant to Section 10.04;(d)
    
    reduce the amount payable upon the redemption or purchase of any Security, once
notice of redemption has been given, or change the time at which it must thereupon be
redeemed or purchased;(e)
    
    make any Security payable in the currency other than that stated in the
Security;(f)
    
    impair the right of any Holder of a Security to receive any payment of
principal or interest on such Holders Securities, on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date) or to
institute suit for the enforcement of any such payment;(g)
    
    make any change in the percentage in principal amount of the Outstanding
Securities of that series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences) provided for in this Indenture;(h)
    
    change any obligation of the Issuer or the Guarantors to maintain an office or
agency in the places and for the purposes specified in Section 10.02; or
 77




---



##### 



(i)
    
    modify or change any provision of the Indenture affecting the ranking of the
Securities or any Guarantee in a manner adverse to the Holders.
  Execution of Supplemental Indentures.
  Effect of Supplemental Indentures.
  Conformity With Trust Indenture Act.
  Reference in Securities to Supplemental Indentures.
  Covenants
 Payment of Principal, Premium and Interest.
  78




---



##### 



Maintenance of Office or Agency.
   provided, however
 Money for Securities Payments to Be Held in Trust.
     79




---



##### 



provided, however
 Additional Amounts.
   80




---



##### 



Statement by Officers as to Default.
  Existence.
 provided, however
 Reserved.
 Limitation on Liens.
 provided
 Waiver of Certain Covenants.
  81




---



##### 



Defeasance and Covenant Defeasance
 Option of Issuer and Guarantors to Effect Defeasance or Covenant Defeasance.
  Defeasance and Discharge.
 Defeasance
 Covenant Defeasance.
 Covenant Defeasance
 82




---



##### 



Conditions to Defeasance or Covenant Defeasance.
  U.S. Government Obligations provided
  83




---



##### 



84




---



##### 



Deposited Money and U.S. Government Obligations to Be Held in Trust;
Miscellaneous Provisions.
 Trustee
   Reinstatement.
 provided, however
 85




---



##### 



Redemption
 Optional Redemption for Taxation Reasons
 Change in Tax Law
   provided, however
  Succession Date
 86




---



##### 



successor Guarantor Successors Taxing Jurisdiction
 Change of Successor Tax Law
  provided, however
  87




---



##### 



Optional Redemption Other than for Taxation Reasons.
   88




---



##### 



Method and Effect of Redemption.
 pro rata
          89




---



##### 



provided
 Miscellaneous Provisions
 No Personal Liability.
  Additional Securities.
 provided, however
 90




---



##### 



de minimis
  Payments for Consents.
   The remainder of this page has been intentionally left blank.
 91




---



##### 



BRITISH SKY BROADCASTING GROUP PLCBy:Name:
    Andrew GriffithTitle:
    Chief Financial Officer BRITISH SKY BROADCASTING LIMITEDBy:Name:
    Andrew GriffithTitle:
    Authorized signatory BSKYB FINANCE UK PLCBy:Name:
    Andrew GriffithTitle:
    Authorized
signatory BSKYB INVESTMENTS LIMITEDBy:Name:
    Andrew GriffithTitle:
    Authorized
signatory BSKYB PUBLICATIONS LIMITEDBy:Name:
    Andrew GriffithTitle:
    Authorized
signatory SKY IN-HOME SERVICE LIMITEDBy:Name:
    Andrew GriffithTitle:
    Authorized signatory 92




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##### 



SKY SUBSCRIBERS SERVICES LIMITEDBy:Name:
    Andrew GriffithTitle:
    Authorized signatory THE BANK OF NEW YORK MELLON,
     as TrusteeBy:Name:Title: THE BANK OF NEW YORK MELLON, 
     as Paying AgentBy:Name:Title: 93




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ANNEX A
   
 
 title of securities Securities
  Indenture Issuer Guarantors Securities Act
 Specified Securities
 
 
 
 
 Undersigned Owner
 Transferee
 A-1




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Rule 904 Transfers.
         Rule 144 Transfers.
 insert the date that is six months
following the date the Securities are issued and fully paid for insert
the date that is one year following the date the Securities are issued and fully paid for
 insert the date that is one year following
the date the Securities are issued and fully paid for
 A-2




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(Print the name of the Undersigned, as such term is defined in the second
paragraph of this certificate.)By:Name:Title:(If the Undersigned is a corporation, partnership or fiduciary, the title of
the person signing on behalf of the Undersigned must be stated.)
 A-3




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ANNEX B
   
 
 title of securities Securities
  Indenture Issuer Guarantors Securities Act
 Specified Securities
 
 
 
 
 Undersigned Owner
 Transferee
 B-1




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Rule 144A Transfers.
 qualified institutional buyer
  Rule 144 Transfers.
 insert the date that is six months
following the date the Securities are issued and fully paid for insert
the date that is one year following the date the Securities are issued and fully paid for
 insert the date that is one year
following the date the Securities are issued and fully paid for
 B-2




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(Print the name of the Undersigned, as such term is defined in the second
paragraph of this certificate.)By:Name:Title:(If the Undersigned is a corporation, partnership or fiduciary, the title of
the person signing on behalf of the Undersigned must be stated.)
 B-3