Exhibit 2.7

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| |                                                                                |            
| | ------------------------------------------------------------------------------ | -----------
| |                                                                                |            
| | BRITISH SKY BROADCASTING
      GROUP plc,                                      |            
| |                                                                                |            
| |                                                                                | Issuer,    
| |                                                                                |            
| | BRITISH SKY BROADCASTING
      LIMITED,SKY SUBSCRIBERS SERVICES LIMITED,       |            
| |                                                                                |            
| |                                                                                | Guarantors,
| |                                                                                |            
| |                                                                                |            
| | And                                                                            |            
| |                                                                                |            
| |                                                                                |            
| | THE BANK OF NEW
      YORK,                                                    |            
| |                                                                                |            
| |                                                                                | Trustee    
| |                                                                                |            
| |                                                                                |            
| | FIRST
        SUPPLEMENTAL INDENTUREDated as of January 31, 2007               |            
| |                                                                                |            
| | Supplementing
        and Amending the IndentureDated as of September 15, 1996 |            
| |                                                                                |            
| |                                                                                |            
| | Guaranteed
        Debt Securities                                             |            

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FIRST SUPPLEMENTAL INDENTURE,
    dated as of January 31, 2007, among British Sky Broadcasting Group plc, a
    public limited company duly incorporated and existing under the laws of England
    and Wales (herein called the Company), having its principal office
    at Grant Way, Isleworth, Middlesex TW7 5QD, England; British Sky Broadcasting
    Limited, a private limited company duly incorporated and existing under the
    laws of England and Wales, having its registered office at Grant Way, Isleworth,
    Middlesex, TW7 5QD, England and Sky Subscribers Services Limited, a private
    limited company duly incorporated and existing under the laws of England and
    Wales and having its registered office at Grant Way, Isleworth, Middlesex
    TW7 5QD, England (the Initial Guarantors), BSkyB Investments Limited,
    a private limited company duly incorporated and existing under the laws of
    England and Wales, having its registered office at Grant Way, Isleworth, Middlesex,
    TW7 5QD, England (BSkyBInvestments)
    and The Bank of New York, a New York banking corporation, as Trustee (herein
    called the Trustee), supplementing and amending the Indenture,
    dated as of September 15, 1996 (the Indenture), among the Company,
    the Initial Guarantors and the Trustee, which provides for the issuance from
    time to time of the Companys guaranteed debt securities, to be issued
    in one or more series as provided therein (the Securities). Capitalized
    terms used herein and not otherwise defined herein have the meanings ascribed
    thereto in the Indenture.


RECITALS:

WHEREAS,pursuant to Section 1007
    of the Indenture, the Company has agreed to cause any Subsidiary that is not
    a Guarantor that issues any guarantee of any Indebtedness for money borrowed
    in excess of $50,000,000 to enter into a supplemental indenture to the
    Indenture pursuant to which it shall agree to fully, absolutely and unconditionally
    guaranty the due and punctual payment of the principal and interest (and payment
    of Additional Amounts) on all Outstanding Securities when and as the same
    shall become due and payable on a pari passu basis and all other amounts
  owed by the Company under the Indenture; and WHEREAS,BSkyB Investments is currently a Subsidiary but is not a Guarantor; and WHEREAS,BSkyB Investments has recently guaranteed Indebtedness for money borrowed
    in excess of $50,000,000; and WHEREAS,the Company, the Initial Guarantors and BSkyB Investments have duly authorized
    the execution and delivery of this First Supplemental Indenture and have done
    all things necessary to make this First Supplemental Indenture a valid agreement
    in accordance with its terms. NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises, it
    is mutually covenanted and agreed, for the equal and proportionate benefit
    of all Holders of the Securities or of any series thereof, as follows:


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ARTICLE ONE

INDENTURE

Section 101. Effect of the Original
    Indenture. Except as specifically provided in this First
    Supplemental Indenture, the Indenture, as heretofore supplemented, shall remain
    in full force and effect.


ARTICLE TWO

AMENDMENT TO THE INDENTURE

Section 201. Addition of a Guarantor. In accordance with Section 1007 of the Indenture,
    the following entity hereby agrees to fully, absolutely and unconditionally
    guaranty the due and punctual payment of the principal of and interest (and
    payment of Additional Amounts) on all Outstanding Securities when and as the
    same shall become due and payable on apari
    passubasis.


|Name                      | Jurisdiction of Incorporation
|------------------------- | -----------------------------
|                          |                              
|BSkyB Investments Limited | England and Wales            

Section 202. References in the Indenture.


By reason of the addition of BSkyB Investments
    Limited as a Guarantor pursuant to Section 201 hereof and the continuation,
    as Guarantors, of the Guarantors under the Indenture, each reference in the
    Indenture to the Guarantors is hereby deemed to refer to the following
    entities, and each reference in the Indenture to a Guarantor is
    hereby deemed to refer to each of such entities:


|Name                             | Jurisdiction of Incorporation
|-------------------------------- | -----------------------------
|                                 |                              
|British Sky Broadcasting Limited | England and Wales            
|Sky Subscribers Services Limited | England and Wales            
|BSkyB Investments Limited        | England and Wales            

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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 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 Supplemental Indenture is subject to the provisions of the United States
    Trust Indenture Act of 1939, as amended, that are required to be part of the
    Indenture and shall, to the extent applicable, be governed by such provisions. Section 303.Counterparts. This 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 shall not be responsible in any
    manner whatsoever for or in respect of the validity or sufficiency of this
    Supplemental Indenture or for or in respect of the recitals contained herein,
    all of which recitals are made solely by the Guarantors and the Company. IN WITNESS WHEREOF,
    the parties hereto have caused this Supplemental Indenture to be duly executed
    as of the day and year first above written.


| | British Sky Broadcasting
      Group plc
| | ----------------------------------------
| |                                         
| |                                         
| | By:                                     
| | Name:                                   
| | Title:                                  

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| | British Sky Broadcasting
      Limited
| | --------------------------------------
| |                                       
| |                                       
| | /s/ J Darroch                         
| | Name:                                 
| | Title:                                
| |                                       
| | Sky Subscribers Services
      Limited
| |                                       
| |                                       
| | /s/ J Darroch                         
| | Name:                                 
| | Title:                                
| |                                       
| | BSkyB Investments
      Limited       
| |                                       
| |                                       
| | /s/ J Darroch                         
| | Name:                                 
| | Title:                                
| |                                       
| | The Bank of New York                  
| |                                       
| |                                       
| | By:                                   
| | Name:                                 
| | Title:                                

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| |                                                                                                                                                                                                      |            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------
| |                                                                                                                                                                                                      |            
| | BRITISH SKY BROADCASTING
      GROUP plc,                                                                                                                                                            |            
| |                                                                                                                                                                                                      |            
| |                                                                                                                                                                                                      | Issuer,    
| |                                                                                                                                                                                                      |            
| | BRITISH SKY BROADCASTING
      LIMITED,
      SKY SUBSCRIBERS SERVICES LIMITED,
      BSKYB INVESTMENTS LIMITED,                                                                                     |            
| |                                                                                                                                                                                                      |            
| |                                                                                                                                                                                                      | Guarantors,
| |                                                                                                                                                                                                      |            
| |                                                                                                                                                                                                      |            
| | And                                                                                                                                                                                                  |            
| |                                                                                                                                                                                                      |            
| |                                                                                                                                                                                                      |            
| | THE BANK OF NEW
      YORK,                                                                                                                                                                          |            
| |                                                                                                                                                                                                      |            
| |                                                                                                                                                                                                      | Trustee    
| |                                                                                                                                                                                                      |            
| |                                                                                                                                                                                                      |            
| | SECOND
        SUPPLEMENTAL INDENTUREDated as of May 3, 2007                                                                                                                                         |            
| |                                                                                                                                                                                                      |            
| | Supplementing
        and Amending the Indenture
        Dated as of September 15, 1996
        As Supplemented and Amended by the First Supplemental Indenture
        Dated as of January 31, 2007 |            
| |                                                                                                                                                                                                      |            
| |                                                                                                                                                                                                      |            
| | Guaranteed
        Debt Securities                                                                                                                                                                   |            

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SECOND SUPPLEMENTAL INDENTURE,
    dated as of May 3, 2007, among British Sky Broadcasting Group plc, a public
    limited company duly incorporated and existing under the laws of England and
    Wales (herein called the Company), having its principal office
    at Grant Way, Isleworth, Middlesex TW7 5QD, England; British Sky Broadcasting
    Limited, a private limited company duly incorporated and existing under the
    laws of England and Wales (BSBL), having its registered office
    at Grant Way, Isleworth, Middlesex, TW7 5QD, England, Sky Subscribers Services
    Limited, a private limited company duly incorporated and existing under the
    laws of England and Wales (SSSL), having its registered office
    at Grant Way, Isleworth, Middlesex TW7 5QD, England, BSkyB Investments Limited,
    a private limited company duly incorporated and existing under the laws of
    England and Wales (BSBI), having its registered office at Grant
    Way, Isleworth, Middlesex, TW7 5QD, England (BSBL, SSSL and BSBI are referred
    to collectively herein as the Current Guarantors), BSkyB Publications
    Limited, a private limited company duly incorporated and existing under the
    laws of England and Wales (BSkyB Publications), having its registered
    office at Grant Way, Isleworth, Middlesex, TW7 5QD, England and BSkyB Finance
    UK plc, a public limited company duly incorporated and existing under the
    laws of England and Wales (BSkyB Finance), having its principal office
    at Grant Way, Isleworth, Middlesex TW7 5QD, England (BSkyB Finance and 
    BSkyB Publications, collectively, the Additional Guarantors) and
    The Bank of New York, a New York banking corporation, as Trustee (herein called
    the Trustee), supplementing and amending the Indenture, dated
    as of September 15, 1996 (the Original Indenture) among the Company,
    the Guarantors named therein and the Trustee, which provides for the issuance
    from time to time of the Companys guaranteed debt securities, to be
    issued in one or more series as provided therein (the Securities),
    as supplemented and amended by the First Supplemental Indenture dated as of
    January 31, 2007 (the First Supplemental Indenture; the Original
    Indenture, as supplemented and amended by the First Supplemental Indenture,
    the Indenture). Capitalized terms used herein and not otherwise
    defined herein have the meanings ascribed thereto in the Indenture. RECITALS:


WHEREAS,pursuant to Section 1007 of the Indenture, the Company has agreed to cause
    any Subsidiary that is not a Guarantor that issues any guarantee of any Indebtedness
    for money borrowed in excess of $50,000,000 to enter into a supplemental
    indenture to the Indenture pursuant to which it shall agree to fully, absolutely
    and unconditionally guaranty the due and punctual payment of the principal
    and interest (and payment of Additional Amounts) on all Outstanding Securities
    when and as the same shall become due and payable on a pari passu basis
    and all other amounts owed by the Company under the Indenture; and WHEREAS,each of the Additional Guarantors is currently a Subsidiary but is not a Guarantor;
    and WHEREAS,each of the Additional Guarantors has guaranteed Indebtedness for money borrowed
    in excess of $50,000,000; and


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WHEREAS, the Company, the Current Guarantors
    and the Additional Gurantors have duly authorized the execution and delivery
    of this Second Supplemental Indenture and have done all things necessary to
    make this Second Supplemental Indenture a valid agreement in accordance with
    its terms. NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises, it
    is mutually covenanted and agreed, for the equal and proportionate benefit
    of all Holders of the Securities or of any series thereof, as follows: ARTICLE ONE INDENTURE Section 101.Effect
    of the Indenture. Except as specifically provided in this Second
    Supplemental Indenture, the Indenture, as heretofore supplemented and amended,
    shall remain in full force and effect. ARTICLE TWO AMENDMENT TO THE INDENTURE Section 201.Addition
    of a Guarantor. In accordance with Section 1007 of the Indenture,
    the following entities hereby agree to fully, absolutely and unconditionally
    guaranty the due and punctual payment of the principal of and interest (and
    payment of Additional Amounts) on all Outstanding Securities when and as the
    same shall become due and payable on apari
    passubasis.


|Name                       | Jurisdiction of Incorporation
|-------------------------- | -----------------------------
|                           |                              
|BSkyB Publications Limited | England and Wales            
|BSkyB Finance UK plc       | England and Wales            

Section 202. References in the Indenture. By reason of the addition of the Additional Guarantors
    as Guarantors pursuant to Section 201 hereof and the continuation, as Guarantors,
    of the Current Guarantors under the Indenture, each reference in the Indenture
    to the Guarantors is hereby deemed to refer to the following


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entities, and each reference in the Indenture
  to a Guarantor is hereby deemed to refer to each of such entities:

|Name                                   | Jurisdiction of Incorporation
|-------------------------------------- | -----------------------------
|                                       |                              
|British Sky
      Broadcasting Limited | England and Wales            
|Sky Subscribers Services Limited       | England and
      Wales      
|BSkyB Investments Limited              | England and
      Wales      
|BSkyB Publications Limited             | England and
      Wales      
|BSkyB Finance UK plc                   | England and
      Wales      

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 Second
    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 Second Supplemental Indenture is subject to the provisions of
    the United States Trust Indenture Act of 1939, as amended, that are required
    to be part of the Indenture and shall, to the extent applicable, be governed
    by such provisions. Section 303.Counterparts. This 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 shall not be responsible in any manner
    whatsoever for or in respect of the validity or sufficiency of this Second
    Supplemental Indenture or for or in respect of the recitals contained herein,
    all of which recitals are made solely by the Guarantors and the Company.


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


| | British Sky Broadcasting
      Group plc
| | ----------------------------------------
| |                                         
| |                                         
| | By:                                     
| | Name:                                   
| | Title:                                  
| |                                         
| | British Sky Broadcasting
      Limited  
| |                                         
| |                                         
| | By:                                     
| | Name:                                   
| | Title:                                  
| |                                         
| | Sky Subscribers Services
      Limited  
| |                                         
| |                                         
| | By:                                     
| | Name:                                   
| | Title:                                  
| |                                         
| | BSkyB Investments Limited               
| |                                         
| |                                         
| | By:                                     
| | Name:                                   
| | Title:                                  
| |                                         
| | BSkyB Publications
      Limited        
| |                                         
| |                                         
| | By:                                     
| | Name:                                   
| | Title:                                  

[SIGNATURES CONTINUE ON NEXT PAGE]



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| | BSkyB Finance UK plc
| | --------------------
| |                     
| |                     
| | By:                 
| | Name:               
| | Title:              
| |                     
| | The Bank of New York
| |                     
| |                     
| | By:                 
| | Name:               
| | Title:              

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