Exhibit 2.5

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| | BSkyB FINANCE UK plc,                                                                                                                                                            |            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------
| |                                                                                                                                                                                  |            
| |                                                                                                                                                                                  | Issuer,    
| |                                                                                                                                                                                  |            
| |                                                                                                                                                                                  |            
| | BRITISH SKY BROADCASTING GROUP plcBRITISH 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 Amended and Restated Indenture
Dated as of October 20, 2005                                                                             |            
| |                                                                                                                                                                                  |            
| |                                                                                                                                                                                  |            
| | $750,000,000
          5.625% Senior Unsecured Notes due 2015
$350,000,000 6.500% Senior Unsecured Notes due 2035₤400,000,000
            5.750% Senior Unsecured Notes due
2017 |            
| |                                                                                                                                                                                  |            

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FIRST SUPPLEMENTAL
          INDENTURE, dated as of January 31, 2007,
          among BSkyB Finance UK 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 Group plc, a public limited company
          duly incorporated and existing under the laws of England and Wales, having
          its principal office at Grant Way, Isleworth, Middlesex TW7 5QD, England
          (BSkyB Group), 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 (BSkyB Group, British Sky Broadcasting Limited and Sky
          Subscribers Services Limited, collectively, 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 (BSkyB
          Investments) 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 October 20, 2005 (the Indenture),
          among the Company, the Initial Guarantors and the Trustee, which provides
          for the issuance of the Companys $750,000,000 5.625% Senior
          Unsecured Notes due 2015, $350,000,000 6.500% Senior Unsecured
          Notes due 2035, and₤400,000,000
          5.750% Senior Unsecured Notes due 2017 (collectively, the Securities).
          Capitalized terms used herein and not otherwise defined herein have
          the meanings ascribed thereto in the Indenture.


RECITALS:

WHEREAS,pursuant
        to Section 2.05(b) of the Indenture, BSkyB Group has agreed to procure
        that 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 apari passubasis 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.


2

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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, as follows:


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 2.05(b)
      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 a pari passu basis.


|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 Group plc | England and Wales            
|British Sky Broadcasting Limited   | England and Wales            
|Sky Subscribers Services Limited   | England and Wales            
|BSkyB Investments Limited          | England and Wales            

3

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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.


| | BSkyB Finance UK plc
| | --------------------
| |                     
| |                     
| | By:                 
| | Name:               
| | Title:              

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| | 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:                                
| |                                       
| | The Bank of New York                  
| |                                       
| |                                       
| | By:                                   
| | Name:                                 
| | Title:                                
| |                                       

5

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| | BSkyB FINANCE UK plc,                                                                                                                                                                           |            
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------
| |                                                                                                                                                                                                 |            
| |                                                                                                                                                                                                 | Issuer,    
| |                                                                                                                                                                                                 |            
| |                                                                                                                                                                                                 |            
| | BRITISH SKY BROADCASTING
        GROUP plc
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 Amended and Restated Indenture
Dated as of October 20, 2005
As Supplemented and Amended by the First Supplemental Indenture
Dated as of January 31, 2007 |            
| |                                                                                                                                                                                                 |            
| |                                                                                                                                                                                                 |            
| | $750,000,000
        5.625% Senior Unsecured Notes due 2015
$350,000,000
6.500% Senior Unsecured Notes due 2035₤400,000,000
5.750% Senior Unsecured Notes due
2017                              |            
| |                                                                                                                                                                                                 |            

6

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SECOND SUPPLEMENTAL
          INDENTURE, dated as of May 3, 2007, among
          BSkyB Finance UK 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 Group plc, a public limited company
          duly incorporated and existing under the laws of England and Wales (BSkyB
          Group), 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 and 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 (BSkyB Group,
          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 (the Additional
          Guarantor), having its registered office at Grant Way, Isleworth,
          Middlesex, TW7 5QD, England, 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 October 20, 2005 (the Original
          Indenture), among the Company, the Guarantors named therein and
          the Trustee, which provides for the issuance of the Companys $750,000,000
          5.625% Senior Unsecured Notes due 2015, $350,000,000 6.500% Senior
          Unsecured Notes due 2035, and₤400,000,000
          5.750% Senior Unsecured Notes due 2017 (collectively, 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 2.05(b) of the Indenture, BSkyB Group has agreed to procure
        that 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 apari passubasis and all other amounts owed by the Company under the Indenture;
        and


WHEREAS,the
  Additional Guarantor is currently a Subsidiary but is not a Guarantor;and


WHEREAS,the
        Additional Guarantor 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 Guarantor 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, 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 2.05(b)
      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 a pari passu basis.


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

Section
    202. References in the Indenture.


By reason of the addition
    of the Additional Guarantor 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:


8

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|Name                               | Jurisdiction of Incorporation
|---------------------------------- | -----------------------------
|                                   |                              
|British Sky Broadcasting Group plc | England and Wales            
|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            

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.


9

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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.

| | BSkyB Finance UK plc                  
| | --------------------------------------
| |                                       
| |                                       
| | By:                                   
| | Name:                                 
| | Title:                                
| |                                       
| | 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:                                

[SIGNATURES CONTINUE ON NEXT PAGE]

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| | BSkyB Publications Limited
| | --------------------------
| |                           
| |                           
| | By:                       
| | Name:                     
| | Title:                    
| |                           
| | The Bank of New York      
| |                           
| |                           
| | By:                       
| | Name:                     
| | Title:                    

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