Exhibit 2.9

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EXECUTION COPY





British Sky Broadcasting Group plc

Issuer

British Sky Broadcasting LimitedBSkyB Finance UK plcBSkyB Investments LimitedBSkyB Publications LimitedSky Subscribers Services LimitedInitial Guarantors

The Bank of New YorkTrustee

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Indenture


Dated as of February 15, 2008

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$750,000,000 6.10% Senior Unsecured Notes due 2018

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British Sky Broadcasting Group plcBritish Sky Broadcasting LimitedBSkyB Finance UK plcBSkyB Investments LimitedBSkyB Publications LimitedSky 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)                | 6.09             
|(a)
	(2)                    | 6.09             
|(a)
	(3)                    | Not Applicable   
|(a)
	(4)                    | Not Applicable   
|(b)                         | 6.08             
|                            | 6.10             
|§ 311
      (a)             | 6.13             
|(b)                         | 6.13             
|§312 (a)                    | 7.01             
|                            | 7.02             
|(b)                         | 7.02             
|(c)                         | 7.02             
|§ 313
(a)                   | 7.03             
|(b)                         | 7.03             
|(c)                         | 7.03             
|(d)                         | 7.03             
|§ 314
(a)                   | 7.04             
|(a)
	(4)                    | 1.01             
|                            | 10.05            
|(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)                   | 5.02             
|                            | 5.12             
|(a)(1)(B)                   | 5.13             
|(a)
	(2)                    | Not Applicable   
|(b)                         | 5.08             
|(c)                         | 1.04             
|(a)
	(2)                    | 5.04             
|(b)                         | 10.03            
|                            |                  

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|                            |                  
|--------------------------- | -----------------
|Trust Indenture Act Section | Indenture Section
|§318 (a)                    | 10.07            
|                            |                  

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be
a part of the Indenture.

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TABLE OF CONTENTS



ARTICLE 1
    
DEFINITIONS
  AND OTHER PROVISIONS OF GENERAL
  APPLICATION

|Section
    1.01 Definitions                                                                                                  | 1 
|----------------------------------------------------------------------------------------------------------------------------- | --
|Section
    1.02 Compliance Certificates and Opinions                                                                         | 13
|Section
    1.03 Form of Documents Delivered to Trustee                                                                       | 14
|Section
    1.04 Acts of Holders; Record Dates                                                                                | 14
|Section
    1.05 Notices, etc., to Trustee, Issuer and Guarantors                                                             | 16
|Section
    1.06 Notice to Holders; Waiver                                                                                    | 16
|Section
    1.07 Language of Notices, etc                                                                                     | 16
|Section
    1.08 Conflict with Trust Indenture Act                                                                            | 17
|Section
    1.09 Effect of Headings and Table of Contents                                                                     | 17
|Section
    1.10 Successors and Assigns                                                                                       | 17
|Section
    1.11 Separability Clause                                                                                          | 17
|Section
    1.12 Benefits of Indenture                                                                                        | 17
|Section
    1.13 Governing Law                                                                                                | 17
|Section
    1.14 Saturdays, Sundays and Legal Holidays                                                                        | 17
|Section
    1.15 Appointment of Agent for Service                                                                             | 18
|Section
    1.16 Counterparts                                                                                                 | 18
|Section
    1.17 Effect of Headings and Table of Contents                                                                     | 18
|                                                                                                                              |   
|                                                                                                                              |   
|                                                                                                                              |   
|                                                                                                                              |   
|Section
    2.01 Forms and Terms of the Securities                                                                            | 18
|Section
    2.02 Form of Face of Global Security                                                                              | 19
|Section
    2.03 Form of Face of Definitive Security                                                                          | 23
|Section
    2.04 Form of Reverse of Security                                                                                  | 26
|Section
	      2.05 Guarantees by Guarantors; Additional Subsidiary Guarantors; Release
    of  Guarantors; Form of Guarantee | 35
|Section
    2.06 Form of Trustees Certificate of Authentication                                                              | 41
|                                                                                                                              |   
|                                                                                                                              |   
|                                                                                                                              |   
|                                                                                                                              |   
|Section
    3.01 Title and Terms                                                                                              | 41
|Section
    3.02 Denominations                                                                                                | 41
|Section
    3.03 Execution, Authentication, Delivery and Dating                                                               | 41
|Section
    3.04 Temporary Securities                                                                                         | 42
|Section
    3.05 Registration, Transfer and Exchange of Securities                                                            | 43
|Section
    3.06 Mutilated, Destroyed, Lost and Stolen Securities                                                             | 47
|Section
    3.07 Payment of Interest; Interest Rights Preserved                                                               | 48
|Section
    3.08 Persons Deemed Owners                                                                                        | 49
|Section
    3.09 Cancellation                                                                                                 | 50
|Section
    3.10 Computation of Interest                                                                                      | 50
|                                                                                                                              |   

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|                                                                                                                            |                
|--------------------------------------------------------------------------------------------------------------------------- | ---------------
|Section
    3.11 CUSIP/Common Code/ISIN Numbers                                                                             | 50             
|                                                                                                                            |                
|                                                                                                                            |                
|                                                                                                                            |                
|                                                                                                                            |                
|Section
    4.01 Satisfaction and Discharge of Indenture                                                                    | 50             
|Section
    4.02 Application of Trust Money                                                                                 | 51             
|                                                                                                                            |                
|                                                                                                                            |                
|                                                                                                                            |                
|                                                                                                                            |                
|Section
    5.01 Events of Default                                                                                          | 51             
|Section
    5.02 Acceleration of Maturity; Rescission and Annulment                                                         | 53             
|Section
    5.03 Reserved                                                                                                   | 54             
|Section
    5.04 Trustee May File Proofs of Claim                                                                           | 54             
|Section
    5.05 Trustee May Enforce Claims Without Possession of Securities                                                | 55             
|Section
    5.06 Application of Money Collected                                                                             | 55             
|Section
    5.07 Limitation on Suits                                                                                        | 55             
|Section
    5.08 Unconditional Right of Holders to Receive Principal, Premium and  Interest.                                | 56             
|Section
    5.09 Restoration of Rights and Remedies                                                                         | 56             
|Section
    5.10 Rights and Remedies Cumulative                                                                             | 56             
|Section
    5.11 Delay or Omission Not Waiver                                                                               | 56             
|Section
    5.12 Control by Holders                                                                                         | 57             
|Section
    5.13 Waiver of Defaults                                                                                         | 57             
|Section
    5.14 Undertaking for Costs                                                                                      | 57             
|Section
    5.15 Waiver of Usury, Stay or Extension Laws                                                                    | 57             
|Section
	      5.16 Notification of Event of Default to the Trustee, Entitlement of
	      Trustee to  Direct Agent Members | 58             
|                                                                                                                            |                
|                                                                                                                            | ARTICLE 6      
|                                                                                                                            | THE
    TRUSTEE
|                                                                                                                            |                
|Section
    6.01 Certain Duties and Responsibilities                                                                        | 58             
|Section
    6.02 Notice of Defaults                                                                                         | 58             
|Section
    6.03 Certain Rights of Trustee                                                                                  | 59             
|Section
    6.04 Not Responsible for Recitals or Issuance of Securities                                                     | 60             
|Section
    6.05 May Hold Securities                                                                                        | 61             
|Section
    6.06 Money Held in Trust                                                                                        | 61             
|Section
    6.07 Compensation and Reimbursement                                                                             | 61             
|Section
    6.08 Conflicting Interests                                                                                      | 62             
|Section
    6.09 Corporate Trustee Required; Eligibility                                                                    | 62             
|Section
    6.10 Resignation and Removal; Appointment of Successor                                                          | 62             
|Section
    6.11 Acceptance of Appointment by Successor                                                                     | 63             
|Section
    6.12 Merger, Conversion, Consolidation or Succession to Business                                                | 64             
|Section
    6.13 Preferential Collection of Claims Against Issuer or Guarantors                                             | 64             
|Section
    6.14 Appointment of Authenticating Agent                                                                        | 64             
|                                                                                                                            |                

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|                                                                                                                         
|-------------------------------------------------------------------------------------------------------------------------
|ARTICLE 7                                                                                                                
|HOLDERS LISTS
        AND REPORTS
        BY TRUSTEE, ISSUER
    AND GUARANTORS                                         
|                                                                                                                         
|Section 7.01 Issuer
          and Guarantors to Furnish Trustee Names
and Addresses of Holders.                          
|Section 7.02 Preservation
    of Information; Communications to Holders                                                  
|Section 7.03 Reports
    by Trustee                                                                                      
|Section 7.04 Reports
          by Issuer and Guarantors, Statement by
Officers as to Default and Compliance              
|                                                                                                                         
|ARTICLE 8                                                                                                                
|CONSOLIDATION,
        MERGER,
        CONVEYANCE,
    TRANSFER OR LEASE                                                 
|                                                                                                                         
|Section 8.01 Issuer
    or Guarantors May Consolidate, etc., Only on Certain Terms.                                      
|Section 8.02 Successor
    Substituted                                                                                   
|Section 8.03 Successor
    Issuer                                                                                        
|                                                                                                                         
|ARTICLE 9                                                                                                                
|SUPPLEMENTAL INDENTURES                                                                                                  
|                                                                                                                         
|Section 9.01 Supplemental
    Indentures Without Consent of Holders                                                      
|Section 9.02 Supplemental
    Indentures with Consent of Holders                                                         
|Section 9.03 Execution
    of Supplemental Indentures                                                                    
|Section 9.04 Effect
    of Supplemental Indentures                                                                       
|Section 9.05 Conformity
    With Trust Indenture Act                                                                     
|Section 9.06 Reference
    in Securities to Supplemental Indentures                                                      
|                                                                                                                         
|ARTICLE 10                                                                                                               
|COVENANTS                                                                                                                
|                                                                                                                         
|Section 10.01 Payment
    of Principal, Premium and Interest                                                             
|Section 10.02 Maintenance
    of Office or Agency                                                                        
|Section 10.03 Money
    for Securities Payments to Be Held in Trust                                                      
|Section 10.04 Additional
    Amounts                                                                                     
|Section 10.05 Statement
    by Officers as to Default                                                                    
|Section 10.06 Existence                                                                                                  
|Section 10.07 Reserved                                                                                                   
|Section 10.08 Limitation
    on Liens                                                                                    
|Section 10.09 Waiver
    of Certain Covenants                                                                            
|                                                                                                                         
|ARTICLE 11                                                                                                               
|DEFEASANCE
    AND COVENANT DEFEASANCE                                                                                   
|                                                                                                                         
|Section 11.01 Option
    of Issuer and Guarantors to Effect Covenant Defeasance.                                         
|Section 11.02 Reserved                                                                                                   
|Section 11.03 Covenant
    Defeasance                                                                                    
|Section 11.04 Conditions
    to Covenant Defeasance                                                                      
|Section 11.05 Deposited
          Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
    Provisions
|Section 11.06 Reinstatement                                                                                              
|                                                                                                                         

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|                                                                     
|---------------------------------------------------------------------
|ARTICLE 12                                                           
|REDEMPTION;
    OFFER TO PURCHASE                                    
|                                                                     
|Section 12.01 Optional
    Redemption Other than for Taxation Reasons
|Section 12.02 Method
    and Effect of Redemption                    
|                                                                     
|ARTICLE 13                                                           
|MISCELLANEOUS PROVISIONS                                             
|                                                                     
|Section 13.01 No
    Personal Liability                              
|Section 13.02 Additional
    Securities                              
|Section 13.03 Payments
    for Consents                              
|                                                                     

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INDENTURE, dated as of February 15, 2008 among British Sky Broadcasting Group
  plc, a public limited company duly incorporated and existing under the laws
  of England and Wales (herein called the Issuer); British
  Sky Broadcasting Limited, a private limited company duly incorporated and existing
  under the laws of England and Wales (herein called BSkyB Limited);
  BSkyB Finance UK plc,a public limited company duly incorporated and
  existing under the laws of England and Wales (herein called BSkyB
  Finance); BSkyB Investments Limited,a private limited company
  duly incorporated and existing under the laws of England and Wales (herein
  called BSkyB Investments); BSkyB Publications Limited, a
  private limited company duly incorporated and existing under the laws of England
  and Wales (herein called BSkyB Publications); and Sky Subscribers
  Services Limited, a private limited company duly incorporated and existing
  under the laws of England and Wales (herein called Sky Subscribers,
  each of BSkyB Limited, BSkyB Finance, BSkyB Investments, BSkyB Publications
  and Sky Subscribers, an Initial Guarantor and, collectively,
  the Initial Guarantors), each of the Initial Guarantors
  having its principal office at Grant Way, Isleworth, Middlesex, TW7 5QD, England,
and The Bank of New York as Trustee (herein called the Trustee).

RECITALS OF THE COMPANY

The Issuer has
      duly authorized the creation of an issue of its $750,000,000 aggregate
      principal amount of 6.10% Senior Unsecured Notes due 2018 (the Securities and
      each, a Security), each of substantially the tenor and
      amount hereinafter set forth, and to provide therefor the Issuer has duly
      authorized the execution and delivery
of this Indenture.


All things necessary to make the Securities, when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid
obligations of the Issuer, and to make this Indenture a valid agreement of the Issuer, in accordance with their and its terms, have been done.


RECITALS OF THE GUARANTORS

The Guarantors desire to make the Guarantees provided for herein.


All things necessary to make each Guarantee (as defined below), when executed and delivered by the Guarantor, the valid obligation of each Guarantor, and to make
this Indenture a valid agreement of each Guarantor, in accordance with their and its terms, have been done.


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit
of all Holders of the Securities, as follows:


ARTICLE 1
DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01Definitions.


For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:


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(a)     the
      terms defined in this Article have the meanings assigned to them in this
      Article and
      include the plural as well as the singular;


(b)     all
      other terms used herein which are defined in the Trust Indenture Act, either
      directly
      or by reference therein, have the meanings assigned to them therein;


(c)     all
      accounting terms not otherwise defined herein have the meanings assigned
      to them in
      accordance with IFRS (whether or not such is indicated herein);


(d)     unless the context
      otherwise requires, any
reference to an Article or a Section refers to an Article
or a Section, as the case may be, of this Indenture; and


(e)     the words herein,
hereof and hereunder and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section
or other subdivision.


1996 Bonds means
the principal amount of $600,000,000 6.875% Notes due 2009 issued pursuant
to the indenture dated as of September 15, 1996, as amended, among the Issuer,
as issuer; BSkyB Limited, BSkyB Finance, BSkyB Investments, BSkyB Publications
and Sky
Subscribers, as guarantors; and The Bank of New York, as trustee.


1999 Bonds means
the principal amount of £100,000,000 7.75% Notes due 2009 and $650,000,000
8.20% Notes due 2009 issued pursuant to the indenture dated as of July 2, 1999,
as amended, among the Issuer, as issuer; BSkyB Limited, BSkyB Finance, BSkyB
Investments, BSkyB Publications and Sky Subscribers, as guarantors; and The Bank
of New York, as trustee.


2005 Bonds means
the principal amount of $750,000,000 5.625% Senior Unsecured Notes due 2015, $350,000,000 6.50% Senior Unsecured Notes due 2035 and £400,000,000
5.75% Senior Unsecured Notes due 2017 issued pursuant to the indenture dated
as of October 20, 2005, as amended, among BSkyB Finance, as issuer; British Sky
Broadcasting Group plc, BSkyB Limited, BSkyB Investments, BSkyB Publications
and Sky Subscribers, as guarantors; and The Bank of New York, as trustee.


2007 Bonds means
the principal amount of £300,000,000 6.00% Senior Unsecured Notes due 2027
issued on May 21, 2007 by the Issuer, as issuer; and with BSkyB Finance UK plc,
BSkyB Limited, BSkyB Investments, BSkyB Publications and Sky Subscribers, as
guarantors;
and The Bank of New York, as trustee.


Act,
      when used with respect to any Holder of a Security, has the meaning specified
in Section 1.04.


Additional Amounts has
      the meaning specified
in Section 2.04.


acceding Guarantor has
      the meaning specified
in Section 2.05.


Affiliate of
      any specified Person means any other Person directly or indirectly controlling
      or controlled by or under direct or indirect common control with such specified
      Person. For the purposes of this definition, control when
      used with respect to any specified Person means the power to direct the
      management and policies of such
Person, directly or


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indirectly, whether through the ownership of voting securities, by contract
  or otherwise; and the terms controlling and controlled have
meanings correlative to the foregoing.

Agent Member means
      a member of, or a
participant in, the Depositary.


Authenticating Agent means
      any Person authorized by the Trustee pursuant to Section 6.14 to act on
behalf of the Trustee to authenticate the Securities.


Authorized Newspaper means
      a newspaper of general circulation in the relevant area, printed in the
      English language and customarily published on each business day, whether
      or not published on Saturdays, Sundays or holidays. Whenever successive
      weekly publications in an Authorized Newspaper are authorized hereunder,
      they may be made (unless otherwise expressly provided herein) on the same
or different days of the week and in the same or different Authorized Newspapers.


Bankruptcy Default means
      a default of the Issuer or any Guarantor as set forth in Section 5.01(e)
or Section 5.01(f) .


Board of Directors,
      when used with reference to the Issuer or the Guarantors, means either
      the board of directors of the Issuer or the relevant Guarantor, as the
case may be, or any duly authorized committee of such board.


Board Resolution,
      when used with reference to the Issuer or the Guarantors, means a copy
      of a resolution certified, in the case of the Issuer, by the Company Secretary
      or an Assistant Secretary of the Issuer or, in the case of the Issuer and
      any other Guarantor, by any Director or the Company Secretary or an Assistant
      Secretary of the relevant Issuer or Guarantor, to have been duly adopted
      by the Board of Directors and to be in full force and effect on the date
      of such
certification, and delivered to the Trustee.


BSkyB Consolidated Group is
      defined as the Issuer and its Subsidiaries which are consolidated under
IFRS.


Business Day means
      any day except a Saturday, Sunday or other day on which commercial banks
      in New York City, the City of London or in the city where the corporate
trust office of the Trustee is located are authorized by law to close.


Commission means
      the United States Securities and Exchange Commission, as from time to time
      constituted, created under the Exchange Act, or, if at any time after the
      execution of this instrument such Commission is not existing and performing
      the duties now assigned
to it under the Trust Indenture Act, then the body performing such duties at
such time.


Controlled Affiliate means
      any Affiliate of an entity under circumstances where the entity possesses,
      directly or indirectly, the power to direct or cause the direction of the
      management and policies of the Affiliate, whether through the ownership
of voting securities, by contract, or otherwise.


Consolidated Net Tangible Assets means
      the total amount of assets of the BSkyB Consolidated Group including deferred
      pension costs included within total assets, and deferred tax assets, after
deducting therefrom:


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| | (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,

all as set forth in the then most recent consolidated balance sheet of the BSkyB Consolidated Group (but, in any event, as of a date within 150 days of the date of determination) and computed in
accordance with IFRS.

Corporate Trust Office means
        the principal corporate trust offices of the Trustee in London, England
        and in The City of New York at which at any particular time its corporate
        trust business shall be administered, which offices at the date of initial
        execution of this Indenture are One Canada Square, London E14 5AL, England,
        Attention: Corporate Trust Administration and 101 Barclay Street, New
        York, New York 10286, Attention: Corporate Trust Administration.


corporation means
        a corporation, association, company (with or without limited liability),
        joint stock company or business trust.


Covenant Defeasance has the meaning specified
in Section 11.03.


Default means
        any event that is, or after notice or passage of time or both would be,
an Event of Default.


Defaulted Interest has the meaning specified
in Section 3.07.


Definitive Security means
        a Security issued in definitive form to a Person other than the Depositary
therefor in accordance with Section 2.03.


Depositary means
the depositary of each Global Security, which initially will be, for the Global Securities, DTC or a nominee of DTC or such other depositary as may be designated with respect to the Securities issuable or issued in whole or in part in the form of
one or more Global Securities, and, if at any time there is more than one depositary, Depositary as
used with respect to the Securities shall mean the Depositary with respect to
the relevant Global Securities or Securities.


DTC means The Depository Trust Company.


Director means any member of the relevant
Board of Directors.


Event of Default has the meaning specified
in
Section 5.01.


Exchange Act means
        the United States Securities Exchange Act of 1934 and any statute successor
        thereto, in each case as amended from time to time, and the rules and
regulation promulgated thereunder by the Commission.


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Finance Lease Obligation means
        any indebtedness or other obligation of a Person under a lease treated
        as a finance lease in accordance with IFRS as amended, superseded or
substituted in accordance with IFRS.


GAAP means
        generally accepted accounting principles of the relevant jurisdiction,
including IFRS, as in effect from time to time.


Global Security means
        a Security evidencing all or part of the Securities issued to the Depositary
therefor in accordance with Section 2.02.


Group Member means
        the Issuer and its Subsidiaries, excluding, for the avoidance of doubt,
        any joint venture company in which the Group Members, taken as a whole,
        have a minority shareholding, or do not have the right to appoint or
        remove a majority of its board of directors, or do not have sole control
of a majority of the voting rights in it.


Guarantee means
        any Guarantee of the Guarantors endorsed on a Security authenticated
        and delivered pursuant to this Indenture and shall include the Guarantee
set forth in Section 2.05.


Guarantors
means, collectively, the Initial Guarantors and any Person, including any successor Person and any acceding Guarantor, who subsequently becomes a Guarantor pursuant to the applicable provisions of this Indenture, in each case until and to the extent
such Person is released from such obligations as a Guarantor in accordance with the applicable provisions of this Indenture. As used in this Indenture and unless otherwise specified or required by the context, the term Guarantors refers
to each Guarantor.


Holder means the Person in whose name a Security is registered
in the Register.


IFRS means International Financial Reporting Standards as
issued by theInternational Accounting Standard Board and as endorsed by the European Commission and applied by the BSkyB Consolidated Group on a consistent basis or any other body of generally accepted
accounting principals as may be required to be applied by the BSkyB Consolidated Group in accordance with the rules of any relevant regulatory body, as so applied.


Indebtedness of
any Person means, as at the relevant date, and without duplication, any obligation for or in respect of: (i) money borrowed or raised (whether or not for a cash consideration and whether or not the recourse of the lender is to the whole of the
assets of such Person or only a portion thereof) and premiums, if any, and capitalized interest, if any, in respect thereof; (ii) any debenture, bond, note, loan, stock or similar instrument (whether or not issued or raised for a cash
consideration); (iii) liabilities of such Person in respect of any letter of credit (other than in respect of Trade Payables), bankers acceptance
or note purchase facility or any liability with respect to any recourse receivables
purchase, factoring or discounting arrangement; (iv) the net present value of
Finance Lease Obligations greater than one year (whether in respect of buildings,
machinery, equipment or otherwise); (v) any deferred purchase or conditional
sale agreement or
arrangement or representing the balance deferred and unpaid of the purchase price
of any property (including pursuant to Finance Lease Obligations), except any
such balance which represents a Trade Payable; (vi) net liabilities in respect
of any Interest Rate Protection Agreements (but only to the extent that such
liabilities are secured by the posting of cash collateral); (vii) all obligations
of such Person to purchase, redeem, retire, defease or otherwise acquire for
value any Redeemable


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Stock of such Person or any warrants, rights or options to acquire such Redeemable
  Stock valued, in the case of Redeemable Stock, at the greatest amount payable
  in respect thereof on a liquidation (whether voluntary or involuntary) plus
  accrued and unpaid dividends; (viii) direct or indirect guarantees of all Indebtedness
  of other Persons referred to in clauses (i) to (vii) above or legally binding
  agreements by any Person (a) to pay or purchase such Indebtedness or to advance
  or supply funds for the payment or purchase of such Indebtedness, or (b) to
  purchase, sell or lease (as lessee or lessor) property, or to purchase or sell
  services, primarily for the purpose of enabling the debtor to make payment
  of such Indebtedness, or (c) to supply funds to or in any other manner invest
  in the debtor (including any agreement to pay for property or services irrespective
  of whether such property is received or such services are rendered), or (d)
  otherwise to assure in a legally binding manner any Person to whom Indebtedness
  is owed against loss; and (ix) all Indebtedness of the types referred to in
  clauses (i) to (viii) above secured by (or for which the holder of such Indebtedness
  has an existing right, contingent or otherwise, to be secured by) any encumbrance
  on any asset owned by such Person, even though such Person has not assumed
  or become liable for the payment of such Indebtedness. The amount of Indebtedness
  of any Person at any date shall be (without duplication) (i) the outstanding
  balance at such date of all unconditional obligations as described above and
  the maximum liability of any such contingent obligations at such date and (ii)
  in the case of Indebtedness of others secured by a Lien to which the property
  or assets owned or held by such Person is subject, the lesser of the fair market
  value at such date of any asset subject to a Lien securing the Indebtedness
  of
others and the amount of the Indebtedness secured.

Indenture means
        this instrument as originally executed and as it may from time to time
        be supplemented or amended by one or more indentures supplemental hereto
        entered into pursuant to the applicable provisions hereof, including,
        for all purposes of this instrument
and any such supplemental indenture, the provisions of the Trust Indenture Act
        that are deemed to be a part of and govern this instrument and any such
supplemental indenture, respectively.


Interest Payment Date,
        when used with respect to any Security, means the Stated Maturity of
an installment of interest on such Security.


Interest Rate Protection Agreements of
        any Person means the obligations of such Person pursuant to any interest
        rate swap agreement, interest rate collar agreement, option or future
        contract or other similar agreement or arrangement designed to protect
        such Person or any of its Subsidiaries against fluctuations in interest
rates.


Investment Company Act means
        the United States Investment Company Act of 1940 and any statute successor
        thereto, in each case as amended from time to time and the rules and
regulations promulgated thereunder by the Commission.


Issuer means the
Person named as the Issuer in the first paragraph of this instrument until a successor Person shall have assumed the obligations of the Issuer pursuant to the applicable provisions of this Indenture, and thereafter Issuer
shall mean such successor Person and the term successor Issuer shall
be construed accordingly.


Issuer Request or Issuer Order means
        a written request or order signed (i) in the case of the Issuer, in the
        name of the Issuer by any Director or by its Group Finance Director or
        its Company Secretary (or an attorney-in-fact of one of those persons),
or, (ii) in


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the case of any Guarantor, in the name of such Guarantor by any Director or the
Company Secretary of the relevant Guarantor, in each case delivered to the Trustee.

Lien means
        any mortgage, lien, pledge, security interest, conditional sale or other
        title retention agreement, charge, or other security interest or encumbrance
        of any kind (including any unconditional agreement to give a security
interest).


Maturity,
        when used with respect to any Security, means the date on which the principal
        of such Security or an installment of principal becomes due and payable
        as therein or herein provided, whether at the Stated Maturity or by declaration
        of acceleration, call
for redemption or otherwise.


Non-Recourse Liabilities means
        liabilities of a Special Purpose Subsidiary where such liabilities are
        not the subject of any guarantee, indemnity or similar assurance from
        any Group Member other than a Permitted Assurance and, except for recourse
        in respect of such Permitted Assurance, there is no other recourse for
        any payment in respect of such liabilities to the assets of any Group
        Member other than recourse to the shares in such Special Purpose Subsidiary
        charged as security for such
liabilities.


Notice of Default means
        a written notice of the kind specified in Section 5.01(c) and Section
5.01(d).


Officers
      Certificate means a certificate
      signed by any Director, the Company Secretary or an Assistant Secretary
      (or an attorney-in-fact of one of those persons) of the Issuer or the relevant
      Guarantor, as the case may be (each an Officer),
in each case delivered to the Trustee; provided that
any Officers Certificate given pursuant to Section 10.05 shall, in addition,
be signed by the principal executive, financial or accounting  officer of the
Issuer or the relevant Guarantor, as the case may be.


Opinion of Counsel means
        a written opinion of counsel, who may be counsel for the Issuer or the
Guarantors.


Optional Redemption Date has the meaning specified in Section
2.04.


Outstanding,
        when used with respect to the Securities, means, as of the date of determination,
        all such Securities theretofore authenticated and delivered under this
Indenture, except:


(i)          Securities
    theretofore canceled by the Trustee or delivered to the Trustee for cancellation;


(ii)         Securities
    for whose payment, redemption or purchase money in the necessary amount has
    been theretofore deposited with
    the Trustee or any Paying Agent (other  than the Issuer) in trust or set
    aside and segregated in trust by the Issuer (if the Issuer shall act as its
    own Paying Agent) for the Holders of such Securities;providedthat,
    if such Securities are to be redeemed or purchased, notice of such redemption
    or purchase has been duly given pursuant to this Indenture or provision
    therefor satisfactory to the Trustee has been made; and


(iii)        Securities
    in exchange for or in lieu of which other Securities have been authenticated
    and delivered pursuant to
    this Indenture, other than any such  Securities in respect of which there
    shall have been presented to the Trustee proof satisfactory to it that


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such Securities are held by a bona fide purchaser in whose hands such Securities
are valid obligations of the Issuer;

provided, however, that in determining
    whether the Holders of the requisite principal amount of the Outstanding
    Securities have given, made or taken any request, demand, authorization,
    direction, notice, consent, waiver or other action hereunder as of any date,
    or whether a quorum is present at a meeting of Holders of Securities, (A)
    if, as of such date, the principal amount payable at the Stated Maturity
    of a Security is not determinable, the principal amount of such Security
    which shall be deemed to be Outstanding shall be the amount as specified
    or determined as contemplated by Section 3.01, and (B) Securities owned by
    the Issuer, the Guarantors or any other obligor upon the Securities or any
    Guarantee or any Affiliate of the Issuer, the Guarantors or such other obligor
    shall be disregarded and deemed not to be Outstanding for purposes of such
    determination, except that, in determining whether the Trustee shall be protected
    in relying upon any such request, demand, authorization, direction, notice,
    consent, waiver or other action, or upon any such determination as to the
    presence of a quorum, only Securities which the Trustee knows to be so owned
    shall be so disregarded. Securities so owned which have been pledged in good
    faith may be regarded as Outstanding for purposes of such determination if
    the pledgee establishes to the satisfaction of the Trustee the pledgees
    right so to act with respect to such Securities and that the pledgee is not
    the Issuer, the Guarantors or any other obligor upon the Securities or any
    Guarantee or any Affiliate of
the Issuer, the Guarantors or such other obligor.

Paying Agent means
        any Person authorized by the Issuer to pay the principal of or any premium
        or interest on any Securities on behalf of the Issuer and which initially
shall be the Trustee at its Corporate Trust Office in London, England.


Payment Default means
        a default of the Issuer or any Guarantor as set forth in Section 5.01(a)
or Section 5.01(b).


Permitted Assurance means
        any assurance, undertaking or support given by any Group Member, provided that
the same shall be given by such Group Member (i) other than in respect of a payment obligation or an indemnity in respect thereof or any obligation to comply with any financial ratios or other tests of financial condition and (ii) generally in the
ordinary course of its business.


Permitted Encumbrance means
        any of the following: (i) any Lien which arises in favor of an unpaid
        seller in respect of goods, plant or equipment sold and delivered to
        any member of the BSkyB Consolidated Group in the ordinary course of
        business until payment of the purchase price for such goods, plant or
        equipment or any other goods, plant or equipment previously sold and
        delivered by that seller (except to the extent that such Lien secures
        Indebtedness or arises otherwise than due to
deferment of payment of purchase price); (ii) Liens arising by operation of law;
        (iii) any Lien or pledge created or subsisting in the ordinary course
        of business over documents of title, insurance policies or sale contracts
        in relation to goods or assets to secure the purchase price thereof;
        (iv) any Lien with respect to a cash deposit which secures the payment
        or reimbursement obligation in favor of any financial institution or
        government in connection with any letter of credit, guarantee or
bond, issued by or, as the case may be, granted to any financial institution,
        or government, in respect of any amount payable by any member of the
        BSkyB Consolidated Group pursuant to any agreement or arrangement (other
        than in respect of Indebtedness for borrowed money) entered into by any
        member of the BSkyB Consolidated Group; (v) any Lien with respect to
a


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cash deposit which is deposited in an account with any financial institution or firm of lawyers or title company to be held in escrow in such account pursuant to any agreement or arrangement
(other than in respect of Indebtedness for borrowed money); (vi) any Lien with respect to documents of title to any asset, to the extent arising from the delivery of such asset to any financial institution or firm of lawyers or title company to be
held in escrow pursuant to any agreement or arrangement for the purchase or sale of such asset;providedthat
(A) such agreement or arrangement is not in respect of Indebtedness for borrowed money, (B) such documents of title are held in escrow only pending the satisfaction of conditions precedent to the purchase or sale of such asset and (C) such agreement
or arrangement and the related purchase or sale are not otherwise prohibited under this Indenture; (vii) Liens on property or assets and to secure improvements thereto, purchased, constructed or made subject to a Capital Lease Obligation after the
date of this Indenture;providedthat (A) any such Lien is created solely for the purpose of securing and such
Lien is created prior to, at the time of, or within 270 days after the later of, the acquisition, the completion of construction or the commencement of the full operation of such property or assets or improvements thereto, as the case may be, or for
the purpose of securing Indebtedness incurred to finance or refinance any Indebtedness previously so secured, (B) the principal amount of Indebtedness secured by such Lien does not exceed 100% of the cost of such acquisition, completion of
construction, commencement of full operations of such property or assets or improvements thereto, and (c) such Lien does not extend to or cover any other property other than such item or property or any such improvements on such item, assets or
property; (viii) in the case of a corporation, partnership, joint venture, trust, or other similar business entity becoming a member of the BSkyB Consolidated Group or assets acquired (other than assets acquired from another member of the BSkyB
Consolidated Group) after the date of the Indenture, any Lien with respect to such assets or the assets of such corporation at the time such assets were acquired or such corporation became a member of the BSkyB Consolidated Group, as the case may
be;providedthat such Lien is not created in contemplation of, or in connection with, the acquisition of such
assets or such corporation becoming a member of the BSkyB Consolidated Group; (ix) Liens to secure performance bonds and other obligations incurred in the ordinary course of business; (x) any Lien with respect to any asset (including, without
limitation, securities, documents of title and source codes), to the extent arising from the delivery of such asset to any financial institution, firm of lawyers, title company or other entity which holds assets in escrow or custody, to be held in
escrow pursuant to any agreement or arrangement granted in the ordinary course of business; (xi) statutory Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other like Liens arising in the ordinary course of business;
(xii) Liens with respect to amounts not yet delinquent or being contested in good faith by appropriate proceedings, if a reverse or other appropriate provision has been made; (xiii) Liens for taxes or assessments or other governmental charges or
levies not yet due or payable or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and for which a reserve or other provision, if any, as shall be required in accordance with IFRS shall
have been made; (xiv) any Lien granted by any member of the BSkyB Consolidated Group to any other member of the BSkyB Consolidated Group (other than a Lien granted by the Issuer or any Guarantor in favor of a Subsidiary that is not a Guarantor);providedthat any Lien granted by the Issuer or a Guarantor in favor of a Guarantor is released prior to the
Guarantor being released as a Guarantor in accordance with the terms of this Indenture; (xv) bankers liens or rights of set off arising by way of contract in the ordinary course of commercial banking transactions; (xvi) Liens existing on the
date of this Indenture and any extensions, renewals, subst
itutions or refunding thereof (so long as there is no increase in principal amount thereby secured, plus costs and expenses associated with incurring such refinancing

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Indebtedness, or material change to the nature of the Indebtedness thereby secured); (xvii) Liens permitted to finance receivables (including pursuant to a receivables sales agreement) arising
in the ordinary course of business not to exceed 90% of the amount of the receivables so financed,providedthat Indebtedness incurred in connection therewith is permitted under this Indenture; (xviii) Liens by any member of the BSkyB Consolidated Group over assets, the aggregate value of which does not exceed the greater of (A) £300,000,000 and (B)
35% of Consolidated Net Tangible Assets less the value (without double-counting) of all assets, loans, disposals and Liens that form part of Permitted Securitizations,providedthat for these purposes the value of an asset shall be determined as at the time of the creation of the Lien or the occurrence of any relevant Permitted
Securitization; and (xix) any extension, renewal, substitution or refunding of any Liens referred to in clauses (xvi) through (xviii) above,providedthat the renewal, substitution, extension or refunding is limited to all or part of the property securing the original Lien.

Permitted Securitization means, without prejudice to the ability of BSkyB Consolidated Group otherwise to effect any securitization in accordance with the provisions of this Indenture, a securitization or securitizations of assets by the Issuer or
a Subsidiaryprovidedthat the aggregate value (without double-counting) of: (i) all assets of the BSkyB
Consolidated Group which are subject to such securitization or securitizations; (ii) all loans of cash or assets made pursuant to such securitization or securitizations; (iii) all disposals made pursuant to such securitization or securitizations
(but excluding Permitted Securitization Liens); (iv) all Liens granted pursuant to such securitization or securitizations; and (v) all assets encumbered pursuant to Section 10.08; shall not, in any event, exceed the greater of (A) £300,000,000
and (B) 35% of Consolidated Net Tangible Assets.


Permitted Securitization Liens means (i) retention of title arrangements in contracts entered into in the ordinary course of trading; (ii) liens arising in the ordinary course of trading by operation of law; (iii) contractual set-off or netting
arrangements with a clearing bank in the United Kingdom in respect of overdraft facilities made available to any Group Member, and entered into for the netting of BSkyB Consolidated Group credit and debit balances maintained with that bank,
contractual set-off or netting arrangements entered into with a financial institution in respect of multiple hedging transactions with such financial institution; (iv) liens or pledges created or subsisting in the ordinary course of trading over
documents of title, insurance policies or sale contracts in relation to goods or assets supplied, to secure the purchase price of such goods or assets; and (v) deposits or escrow arrangements in the ordinary course of trading in connection with the
acquisition of any goods or assets or the financing of any such acquisition or to secure performance bonds.


Person means any
individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.


Place of Payment, when used with respect to the Securities, means the place or places where the principal of and any premium and interest on the Securities are payable and where the Securities may be surrendered for registration of
transfer, which initially shall be the Corporate Trust Office.


Predecessor Security of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and
delivered under


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Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

Put Event has the meaning specified in Section
2.04.


Redeemable Stock
means any equity security that by its terms or otherwise is required to be redeemed prior to the maturity of the Securities or is redeemable at the option of the holder thereof at any time prior to maturity of the Securities.


Redemption Date,
when used with respect to any Security to be redeemed or purchased, means the date fixed for such redemption or purchase by or pursuant to this Indenture.


Redemption Price, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.


Register,
Registrar and Record have the respective meanings specified in Section 3.05.


Regular Record Date for the interest payable on any Interest Payment Date on the Securities means February 1 and August 1 (whether or not a Business Day).


Regulation S
means Regulation S under the Securities Act (or any successor provision), as it may be amended from time to time.


Regulation S Certificate means a certificate substantially in the form set forth in Annex A.


Regulation S Global Security means a Global Security evidencing Securities distributed in reliance on Regulation S.


Regulation S Definitive Security means a Definitive Security evidencing Securities distributed in reliance on Regulation S.


Regulation S Legend means a legend substantially in the form of the legend required in the forms of face of Security set forth in Section 2.02 (in respect of a Regulation S Global Security) and Section 2.03 (in respect of a Regulation S
Definitive Security) prior to the expiration of the Restricted Period.


Regulation S Securities means all Securities required pursuant to Section 3.05 to bear a Regulation S Legend. Such term includes a Regulation S Global Security.


Responsible Officer, when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) including any vice president, assistant vice president, assistant
treasurer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above-designated officers, and also means, with respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his or her knowledge of and familiarity with the particular subject, and, in each case, who shall have direct responsibility for the administration of this Indenture.


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Restricted Global Security means any Global Security required pursuant to Section 3.05 to bear a Restricted Legend.


Restricted Legend means a legend substantially in the form of the legend required in the forms of face of Security set forth in Section 2.02 (in respect of a Restricted Security that is a Global Security) and Section 2.03 (in respect of a
Restricted Security that is a Definitive Security).


Restricted Period means the period of 41 consecutive days beginning on and including the later of (i) the day on which Securities are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S
and (ii) the day on which the closing of the offering of Securities pursuant to the Purchase Agreement occurs.


Restricted Security means all Securities required pursuant to Section 3.05 to bear a Restricted Legend. Such term includes a Restricted Global Security.


Restricted Securities Certificate means a certificate substantially in the form set forth in Annex B.


Revolving Credit Facility means the £1,000,000,000 Revolving Credit Facility for the Issuer, guaranteed by certain subsidiaries of the Issuer and arranged by Barclays Capital, Citigroup Global Markets Limited, Deutsche Bank AG London, J.P.
Morgan plc and The Royal Bank of Scotland plc, dated as of November 3, 2004, as amended, supplemented or otherwise modified from time to time by the parties thereto, or any refinancing, refunding, renewal or substitution thereof.


Rule 144A means
Rule 144A under the Securities Act (or any successor provision), as it may be amended from time to time.


Securities has
the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.


Securities Act
means the United States Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time and the rules and regulations promulgated thereunder by the Commission.


Special Purpose Subsidiary means a Group Member (which is not the Issuer or a Guarantor) whose principal assets and business are constituted by the ownership, acquisition, development and/or operation of particular assets whether directly or
indirectly and whose only liabilities are Non-Recourse Liabilities.


Special Record Date for the payment of any Defaulted Interest on the Securities means a date fixed by the Trustee pursuant to Section 3.07.


Stated Maturity,
when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is
due and payable.


Subsidiary means
a subsidiary of the Issuer within the meaning of section 736 of the Companies Act 1985.


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Successor Security of any particular Security means every Security issued after, and evidencing all or a portion of the same debt as that evidenced by, such particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.


Trade Payables
of any Person means accounts payable or any other indebtedness or monetary obligations to trade creditors created, assumed or guaranteed by such Person or any of its Subsidiaries in the ordinary course of business in connection with the obtaining of
materials or services.


Treasury Rate has the meaning specified in
Section 2.04.


Trust Indenture Act means the United States Trust Indenture Act of 1939, and the rules promulgated by the Commission thereunder, each as in force at the date as of which this instrument was executed;provided, however, that in the event that either the Trust Indenture Act of 1939 or the related rules of the Commission are
amended after such date, Trust Indenture Act means, to the extent required by any such amendment, the Trust Indenture Act of 1939 or such Commission rules, as the case may be, as so amended.


Trustee means
the Person named as the Trustee in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter Trustee shall mean or include
each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, Trustee as used with respect to the Securities shall mean the Trustee with respect to such Securities.


U.K. or UK shall mean the United Kingdom.


U.S. or
US means the United States of America (including the States and the District of Columbia), and its
territories and possessions.


U.S. Government Obligation has the meaning
specified in Section 11.04.


Section 1.02Compliance
    Certificates and Opinions.


Upon any application or request by the Issuer or the Guarantors to the Trustee to take or refrain from taking any action under any provision of this Indenture, the
Issuer or the Guarantors shall furnish to the Trustee such certificates and opinions as may be required under this Indenture or pursuant to the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers
Certificate, if to be given by an officer of the Issuer or the Guarantors, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.


Every certificate or opinion with respect to
    compliance with a condition or covenant provided for in this Indenture (except
    for certificates provided for in Section 10.04) shall include:


(a)     a
    statement that each individual signing such certificate or opinion has read
    such covenant or condition and the definitions herein relating thereto;


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(b)a brief statement as to the nature and scope
of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;


(c)a statement on behalf of the Issuer or
Guarantor, as the case may be, that, in the opinion of each such individual (to the extent he or she is an Officer acting in his or her capacity of Officer), he or she has made such examination or investigation as is necessary to enable him or her
to express an informed opinion as to whether or not such covenant or condition has been complied with; and


(d)a statement as to whether, in the opinion of
each such individual (to the extent he or she is an Officer acting in his or her capacity of Officer), such condition or covenant has been complied with.


To the fullest extent permitted by applicable law, no Officer of the Issuer or any Guarantor shall have any personal liability in respect of any certificate or
opinion so provided.


Section 1.03Form
of Documents Delivered to Trustee.


In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.


Any certificate or opinion of an officer of the Issuer or the Guarantors may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Issuer or the Guarantors stating that the
information with respect to such factual matters is in the possession of the Issuer or the Guarantors, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to
such matters are erroneous.


Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under
this Indenture, they may, but need not, be consolidated and form one instrument.


Section 1.04Acts
      of Holders; Record Dates.


(a)Any request, demand, authorization,
direction, notice, consent, election, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities may be embodied in and evidenced by (i) one or more instruments of substantially similar tenor
signed by such Holders in person or by agent or proxy duly appointed in writing, (ii) the record of Holders of Securities voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Securities duly
called and held in accordance with the provisions of this Section 1.04 or (iii) a combination of such instruments and any such record. Except as herein otherwise expressly provided, such


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action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or
instruments and record (and the action, embodied therein and evidenced thereby) are herein sometimes referred to as the Act of the Holders of Securities signing such instrument or instruments and so voting at such meeting. The Issuer, the Guarantors and the Trustee may assume that any Act of a Holder has not been modified or revoked unless
written notice to the contrary is received prior to the time that the action to which such Act relates has become effective. Proof of execution of any such instrument or of a writing appointing any such agent or proxy, or of the holding by any
person of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee, the Issuer and the Guarantors if made in the manner provided in this Section 1.04. The record of any
meeting of Holders of Securities shall be proved in the manner provided in this Section 1.04.

(b)The fact and date of the execution by any
Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him or her the execution thereof. Where such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate of affidavit shall also constitute sufficient proof of
his or her authority.


(c)The principal amount and serial numbers of
Securities held by any person, and the date of his or her holding the same, shall be proved by the Register.


(d)Any request, demand, authorization,
direction, notice, consent, election, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the Issuer or the Guarantors in reliance thereon, whether or not notation of such action is made upon such Security.


(e)If the Issuer or the Guarantors shall solicit
from the Holders of any Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or the Guarantors may at their option, by or pursuant to a Board Resolution, fix in advance a record date for the
determination of the Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or the Guarantors shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding
Securities shall be computed as of such record date;providedthat no such authorization, agreement or consent
by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.


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Section 1.05Notices,
etc., to Trustee, Issuer and Guarantors.


Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon,
given or furnished to, or filed with:


(a)the Trustee by any Holder or by the Issuer or
any Guarantor shall be sufficient for every purpose hereunder if made, given, furnished, filed or mailed first class postage prepaid in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration; and


(b)the Issuer or any Guarantor by the Trustee or
by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed first class postage prepaid and addressed to it at the address of its principal office specified in the first
paragraph of this instrument to the attention of the Company Secretary or at any other address previously furnished in writing to the Trustee by the Issuer or by the respective Guarantor.


Section 1.06Notice
      to Holders; Waiver.


Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given to Holders
if in writing and mailed, first class postage prepaid, to each Holder of a Security affected by such event, at the address of such Holder as it appears in the Register (or, as to any Global Security registered in the name of a nominee or custodian
for a Depositary, as agreed by the Issuer, the Trustee and the Depositary), not earlier than the earliest date and not later than the latest date prescribed for the giving of such notice.


Such notices shall be deemed to have been given on the date of such mailing. Neither the failure to mail such notice, nor any defect in any notice so mailed to any
particular Holder shall affect the sufficiency of such notice with respect to other Holders. In case by reason of the suspension of first class mail service or by reason of any other cause it shall be impracticable to give such other notice by first
class mail, then such notification to Holders as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder.


Where this Indenture provides for notice in any manner, such notice may be waived in writing by the person entitled to receive such notice, either before or after
the event, and such waiver shall be equivalent of such notice having been duly given as provided herein. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.


Section 1.07Language
      of Notices, etc.


Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that
any published notice may be in an official language of the country of publication.


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Section 1.08Conflict
with Trust Indenture Act.


If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act to be a part of and govern this
Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as
so modified or to be excluded, as the case may be.


Section 1.09Effect
of Headings and Table of Contents.


The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.


Section 1.10Successors
      and Assigns.


All covenants and agreements in this Indenture by the Issuer or the Guarantors shall bind its successors and assigns, whether so expressed or not.


Section 1.11Separability
      Clause.


In case any provision in this Indenture or in the Securities or the Guarantees shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


Section 1.12Benefits
      of Indenture.


Nothing in this Indenture or in the Securities or the Guarantees, express or implied, shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.


Section 1.13Governing
      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.


Section 1.14Saturdays,
Sundays and Legal Holidays.


In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day, then (notwithstanding any other
provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section 1.14)) payment of interest or principal (and premium, if any) need not be made
on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date, or at the Stated Maturity;providedthat no interest shall accrue on such amounts that were due for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity,
as the case may be, so long as the payment is made on such next Business Day.


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Section 1.15Appointment
of Agent for Service.


By the execution and delivery of this Indenture, the Issuer and each Guarantor hereby appoints CT Corporation System as its agent upon which process may be served
in any legal action or proceeding which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, State of New York, having jurisdiction thereof, arising out of or relating to the Securities, the Guarantees
or this Indenture, but for that purpose only. Service of process upon such agent at the office of such agent at 111 Eighth Avenue, 13th Floor, New York, NY 10011 or such other address in the Borough of Manhattan, The City of New York as such agent
shall notify the Trustee in writing, and written notice of said service to the Issuer and the Guarantors by the Person serving the same addressed as provided for by Section 1.05, shall be deemed in every respect effective service of process upon the
Issuer and the Guarantors in any such legal action or proceeding, and each of the Issuer and the Guarantors hereby irrevocably submits to the nonexclusive jurisdiction of any such court in which any such legal action or proceeding is so instituted.
Such appointment shall be irrevocable so long as the Holders of Securities shall have any rights pursuant to the terms thereof or of this Indenture until the appointment of a successor by the Issuer and the Guarantors and such successors
acceptance of such appointment. The Issuer and each Guarantor hereby waives, to the fullest extent permitted by law, (a) any objection that it may have now or at any time hereafter to the laying of venue in any legal action or proceeding arising out
of or relating to the Securities, the Guarantees or this Indenture brought in any such court and (b) any claim that any such action or proceeding brought in any such court has been brought in any inconvenient forum. Each of the Issuer and the
Guarantors further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of such agent or successor.


Section 1.16Counterparts.


This Indenture may be simultaneously executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an
original, and such counterparts shall together constitute but one and the same instrument.


Section 1.17Effect
of Headings and Table of Contents.


The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.


ARTICLE 2SECURITY FORMS

Section 2.01Forms
and Terms of the Securities.


(a)The Securities shall be issued in registered
form only without interest coupons, substantially in the forms as set forth in this Article, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have
such legends or endorsements placed thereon as may be required to comply with applicable law or the rules of any securities exchange or Depositary therefor, to conform to general usage, all as may be determined by the officers of the Issuer
executing


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such Security, as evidenced by their execution of such Security. The Securities
  shall be numbered, lettered, or otherwise distinguished in such manner or in
  accordance with such plan as the officers of the Issuer executing the same
  may determine with the approval of the Trustee as evidenced by the execution
  and authentication thereof. The Securities will initially be issued in the
form of one or more Global Securities.

(b)      The
      terms and provisions contained in the Securities shall constitute, and
      are hereby expressly made, a part of this Indenture and the Issuer and
      the Trustee, by their execution and delivery of this Indenture, expressly
      agree to such terms and provisions and to be bound thereby. However, to
      the extent any provision of any Security conflicts with the express provisions
      of this Indenture, the provisions of this Indenture shall govern and be
      controlling.


(c)      The
      Security issued in global form shall be substantially in the forms as set
      forth in this Article and the Schedule of Increases/Decreases of Interests
      in the Global Security. Each Global Security shall represent such amount
      of Outstanding Securities as shall be specified therein and each
shall provide that it shall represent the aggregate principal amount of Outstanding
      Securities from time to time endorsed thereon and that the aggregate principal
      amount of Outstanding Securities represented thereby may from time to time
      be reduced or increased, as appropriate, to reflect exchanges, transfers
      and redemptions. Any endorsement of a Global Security to reflect the amount
      of any increase or decrease in the aggregate principal amount of Outstanding
      Securities represented thereby
shall be made by the Trustee or the Depositary, at the direction of the Trustee.


(d)      The
      Securities issued in definitive form shall be substantially in the form
      as set forth in this Article without the Schedule of Increases/Decreases
      of Interests. Definitive Securities shall be printed, lithographed or engraved
      on steel engraved borders or may be produced in any other
manner, all as determined by the Issuer, as evidenced by its execution of such
      Securities. Notwithstanding anything to the contrary in Section 2.01, Definitive
      Securities issued in exchange for beneficial interests in Global Securities
      pursuant to
Section 3.05
      may be issued in the same denominations as
  such beneficial interests.


(e)     The Guarantees by the Guarantors to be endorsed
on the Securities shall be substantially in the form set forth in Section 2.05
with such appropriate insertions, omissions, substitutions and other corrections
as are required or permitted by this Indenture and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or as
may, consistently herewith, be determined by the directors or officers delivering
such Guarantees, all as evidenced by such delivery.


Section 2.02     Form
        of Face of Global Security.


[Legend if the Security is a Restricted Security:


NEITHER THIS SECURITY, ANY BENEFICIAL INTEREST
      HEREIN, NOR THE GUARANTEE HEREOF HAS BEEN REGISTERED UNDER THE U.S. SECURITIES
      ACT OF 1933, AS AMENDED (THE SECURITIES ACT).
      NEITHER THISSECURITY, ANY BENEFICIAL INTEREST HEREIN, NOR THE GUARANTEE HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO BRITISH SKY BROADCASTING GROUP PLC OR A DIRECT OR INDIRECT
SUBSIDIARY OF BRITISH SKY BROADCASTING GROUP PLC; (2) TO A


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PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
  WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS
  OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
  MEETING THE REQUIREMENTS OF RULE 144A; (3) IN AN OFFSHORE TRANSACTION MEETING
  THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
  ACT; (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
  PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE); OR (5) PURSUANT TO AN EFFECTIVE
  REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (PROVIDED THAT AS A CONDITION
  TO REGISTRATION OF TRANSFER OF THIS SECURITY OTHERWISE THAN AS SET FORTH ABOVE,
  THE ISSUER OR THE GUARANTORS OR THE TRUSTEE MAY REQUIRE DELIVERY OF ANY DOCUMENTS
  OR OTHER EVIDENCE THAT IT, IN ITS DISCRETION, DEEMS NECESSARY OR APPROPRIATE
  TO EVIDENCE COMPLIANCE WITH THE EXEMPTION REFERRED TO IN CLAUSE (4) ABOVE)
AND, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.

THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED
  FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES
  AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW
  OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE
  RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY
  SHALL BE DEEMED, BY THE ACCEPTANCE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT
  OR SUPPLEMENT. EACH PURCHASER OF THIS SECURITY OR ANY INTEREST HEREIN IS HEREBY
  NOTIFIED THAT THE TRANSFEROR OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION
  FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER.]

[Legend if the Security is a Regulation S Security during the Restricted Period:


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMENDED (THE SECURITIES ACT) AND MAY NOT BE OFFERED, SOLD,
OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY
U.S. PERSON, UNLESS THIS SECURITY IS REGISTERED UNDER THE SECURITIES ACT OR AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF
IS AVAILABLE.]


[Legend on
each Global Security:


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE ISSUER OR IS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY
PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN
AUTHORIZED


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REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
  USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN THE DEPOSITORY
  TRUST COMPANY OR A NOMINEE THEREOF IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS A GLOBAL SECURITY WITHIN
      THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED
      IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY
      BE TREATED BY THE ISSUER, THE GUARANTORS, THE TRUSTEE AND ANY AGENT THEREOF
      AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. THIS GLOBAL SECURITY
      MAY NOT BE EXCHANGED, IN WHOLE OR IN PART, FOR A SECURITY REGISTERED IN
      THE
NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF
      EXCEPT IN THE CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE
      TRANSFERRED, IN WHOLE OR IN PART, EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS
      SET FORTH IN THE INDENTURE. BENEFICIAL INTERESTS IN THIS GLOBAL SECURITY
  MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 3.05 OF THE INDENTURE.]


BRITISH SKY BROADCASTING GROUP PLC

6.10% SENIOR UNSECURED NOTES DUE 2018

PAYMENT OF PRINCIPALAND INTEREST INITIALLY GUARANTEED BY

BRITISH SKY BROADCASTING LIMITEDBSKYB FINANCE UK PLCBSKYB INVESTMENTS LIMITEDBSKYB PUBLICATIONS LIMITED ANDSKY SUBSCRIBERS SERVICES LIMITED

CUSIP No. ______
Common Code No. ______ISIN No. ______

______ or registered assigns

|No. ______ | $______
|---------- | -------

British Sky Broadcasting Group plc, a public
    limited company duly incorporated in England and Wales (herein called the Issuer,
      which term includes any successor Person under the Indenture hereinafter
      referred to), for value received, hereby
promises to pay ______, or registered assigns, the principal sum indicated on
    Schedule A hereof on February 15, 2018, and to pay interest thereon from
    February 15, 2008 or from the most recent Interest Payment Date to which
    interest has been  paid or duly provided for, semi-annually on February 15
    and August 15 in each year, commencing August 15, 2008, at the rate of 6.10%


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per annum, until the principal hereof is paid or made available for payment,
  and (to the extent that the payment of such interest shall be legally enforceable)
  at the rate of 6.10% per annum on any overdue principal and premium and on
any overdue installment of interest until paid.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. If any payment is due on a day that is not a Business Day, then the payment shall be made on the next succeeding Business Day. Any such interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.


Interest on this Security shall be computed on the basis of a 360-day year of twelve 30-day months.


Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Trustee in London, England
maintained for such purposes, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.


Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.


This Global Security
      is one of three Global Securities denominated the 6.10% Notes due 2018,
      which Global Securities were initially issued in a aggregate principal
amount of $750,000,000.


To the fullest extent permitted by applicable law, no director, officer, employee, incorporator, member or shareholder of the Issuer or any Guarantor, as such will
have any liability for any obligations of the Issuer or such Guarantor under the Securities, any Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations. Each Holder by accepting a Security waives and
releases all such liability. This waiver and release are part of the consideration for issuance of the Securities.


THIS SECURITY
        SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by
manual signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


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IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed under its corporate seal.


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

Section
    2.03Form
of Face of Definitive Security.


[Legend if the Security is a Restricted Security:


NEITHER THIS SECURITY, ANY BENEFICIAL INTEREST
      HEREIN, NOR THE GUARANTEE HEREOF HAS BEEN REGISTERED UNDER THE U.S. SECURITIES
      ACT OF 1933, AS AMENDED (THE SECURITIES ACT).
      NEITHER THISSECURITY, ANY BENEFICIAL INTEREST HEREIN, NOR THE
GUARANTEE HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
(1) TO BRITISH SKY BROADCASTING GROUP PLC OR A DIRECT OR INDIRECT  SUBSIDIARY
OF BRITISH SKY BROADCASTING GROUP PLC; (2) TO A PERSON WHO THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE  REQUIREMENTS OF RULE 144A;
(3) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904
OF REGULATION S UNDER THE SECURITIES ACT; (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE); OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, (PROVIDED THAT AS A CONDITION TO REGISTRATION
OF TRANSFER OF THIS SECURITY OTHERWISE THAN AS SET FORTH ABOVE, THE ISSUER OR
THE GUARANTORS OR THE TRUSTEE MAY REQUIRE DELIVERY OF ANY DOCUMENTS OR OTHER
EVIDENCE THAT IT, IN ITS  DISCRETION, DEEMS NECESSARY OR APPROPRIATE TO EVIDENCE
COMPLIANCE WITH THE EXEMPTION REFERRED TO IN CLAUSE (4) ABOVE) AND, IN EACH CASE
IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.


THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM
TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER
TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION
(OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER
OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL BE DEEMED,
BY THE ACCEPTANCE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.
EACH PURCHASER OF THIS SECURITY OR ANY INTEREST HEREIN IS HEREBY NOTIFIED THAT
THE TRANSFEROR OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM

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THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.]

[Legend if the Security is a Regulation S Security during the Restricted Period:


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.SECURITIES
ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND MAY NOT BE OFFERED,
SOLD, OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, ANY U.S. PERSON, UNLESS THIS SECURITY IS REGISTERED UNDER THE SECURITIES
ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.]


BRITISH SKY BROADCASTING GROUP PLC

6.10% SENIOR UNSECURED NOTES DUE 2018

PAYMENT OF PRINCIPALAND INTEREST INITIALLY GUARANTEED BY

BRITISH SKY BROADCASTING LIMITEDBSKYB FINANCE UK PLCBSKYB INVESTMENTS LIMITEDBSKYB PUBLICATIONS LIMITED ANDSKY SUBSCRIBERS SERVICES LIMITED

CUSIP No. ______Common Code No. ______ISIN No. ______

|No. _____ | $______
|--------- | -------

British Sky Broadcasting Group plc, a public limited company duly incorporated in England and Wales (herein called the Issuer,
      which term includes any successor Person under the Indenture hereinafter
      referred to), for value received, hereby
promises to pay to ______
, or registered assigns, the principal sum of $______
on February 15, 2018 and to pay interest thereon from February 15, 2008 or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on February 15 and August 15 in each year, commencing
on August 15, 2008 at the rate of 6.10% per annum until the principal hereof
is paid or made available for payment, and (to the extent that the payment of
such
interest shall be legally enforceable) at the rate of 6.10% per annum on any
overdue principal and premium and on any overdue installment of interest until
paid.


The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. If any payment is due on a day that is not a Business Day, then the payment shall be made on the next succeeding Business Day. Any such interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is


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registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture.

Interest on this Security shall be computed on the basis of a 360-day year of twelve 30-day months.


Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Trustee in London, England
maintained for such purposes (against surrender of this Definitive Security, in the case of a payment of principal), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private
debts;provided, however, that at the option of the Issuer payment of interest may be made by check mailed first class postage prepaid to the address of the Person entitled thereto as such address shall appear in the Register.


Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.


To the fullest extent permitted by applicable law, no director, officer, employee, incorporator, member or shareholder of the Issuer or any Guarantor, as such will
have any liability for any obligations of the Issuer or such Guarantor under the Securities, any Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations. Each Holder by accepting a Security waives and
releases all such liability. This waiver and release are part of the consideration for issuance of the Securities.


THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through and Authenticating Agent, by
manual signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed under its corporate seal.


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

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Section 2.04Form
      of Reverse of Security.


This Security is one of a duly authorized issue of the Issuer designated as its 6.10% Notes due 2018, issued and to be issued under an Indenture, dated as of
February 15, 2008 (herein called the Indenture), between the Issuer, British Sky Broadcasting
Limited, BSkyB Finance UK plc, BSkyB Investments Limited, BSkyB Publications Limited and Sky Subscribers Services Limited, each a limited company duly existing and organized under the laws of England and Wales (herein collectively the
InitialGuarantors), and The Bank of New York, as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Issuer, the Initial Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. As used in this Security, the term
Guarantors means, collectively, the Initial Guarantors and any Persons, including successor Persons, who subsequently become Guarantors pursuant to the applicable provisions of this Indenture in each case until and to the extent such
Initial Guarantor or other Person is released from such obligations as a Guarantor in accordance with the applicable provisions of this Indenture; and unless otherwise specified or required by the context, Guarantors refers to each Guarantor.


Redemption for Taxation Reasons.


If as the result of any change in or any amendment to the laws, regulations or published tax rulings of an applicable taxing jurisdiction affecting taxation, or any
change in the official application, administration or interpretation of such laws, regulations or published tax rulings either generally or in relation to the Securities or the related Guarantees, which change or amendment becomes effective on or
after February 7, 2008 (a Change in Tax Law), the Issuer or any Guarantor (other than a successor
Person, successor Issuer or successor Guarantor (as defined below) that is organized or resident for tax purposes under the laws of any jurisdiction other than the jurisdiction in which the Issuer or any Initial Guarantor, as the case may be, is
organized and resident for tax purposes):


(x)     would be required to pay any Additional Amounts
    pursuant to the Indenture or the terms this Security or related Guarantees,
    as the case may be, in respect of  interest on the next succeeding Interest
    Payment Date (assuming, in the case of a Guarantor, a payment in respect
    of such interest were required to be made by such Guarantor under its Guarantee
    on such Interest Payment Date); and


(y)     such obligation cannot be avoided by the Issuer
    or by such Guarantor taking reasonable measures available to it or them,


the Issuer may, at its option, redeem all (but not less than all) of the Securities at any time thereafter, upon not less than 30 nor more than 60 days written notice, at a redemption
price equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest (including Additional Amounts, if any) to, but not including, the date fixed for redemption;provided, however, that (a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Issuer or any Guarantor, as the
case may be, would be obligated to pay such Additional Amounts were a payment in respect of the Securities or Guarantees, as the case may be, then due and (b) at the time any such redemption notice is given, such obligation to pay such Additional
Amounts must remain in effect. Prior to

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publication of any notice of redemption pursuant to this paragraph, the Issuer or Guarantor shall deliver to the Trustee (i) an opinion of an independent legal adviser of recognized standing
with respect to such matters in the applicable taxing jurisdiction, as selected by the Issuer, to the effect that, as a result of a Change of Tax Law, the Issuer or any Guarantor, as the case may be, would be required to pay Additional Amounts on
the next succeeding Interest Payment Date in respect of the Securities or Guarantees and (ii) an officers certificate to the effect that such obligation cannot be avoided by the Issuer or any Guarantor, as the case may be, taking reasonable
measures available to it or them, and the Trustee shall be entitled to accept such opinion and officers certificate as sufficient evidence of the satisfaction of the conditions precedent set out above in which event it shall be conclusive and
binding on the Holders of the Securities.

If:


(x)     on a date (the Succession
      Date) (a) the Issuer or any
      Guarantor, as the case may be, shall have consolidated with or merged into,
      or conveyed or transferred or leased all or substantially all of its properties
      and assets to any successor Person, (b) a  successor Issuer has been elected
      and succeeded to, and been substituted for, the Issuer under the Indenture
      or (c) after February 7, 2008 an entity becomes a Guarantor (a successor
      Guarantor), and the successor
      Person, successor Issuer or successor Guarantor, as the case may be, is
      organized or resident for tax purposes under  the laws of any jurisdiction
      other than the jurisdiction in which the Issuer or any Guarantor, as the
      case may be, is organized and resident for tax purposes (a Successors
      Taxing Jurisdiction);


(y)     as the result of any change in or any amendment
    to the laws, regulations or published tax rulings of such Successors
    Taxing Jurisdiction, or of any  political subdivision or taxing authority
    thereof or therein, affecting taxation, or any change in the official administration,
    application or interpretation of such laws, regulations or published tax
    rulings either generally or in relation to the
Securities or the related Guarantees, which change or amendment becomes effective
    on or after the Succession Date (a Change
    of Successor Tax Law), such
    successor Person, successor Issuer, or successor Guarantor, as the case may
    be, would be required to pay Additional Amounts pursuant to the Indenture
    or the terms of these Securities or  the Guarantees, in respect of interest
    on any Securities or a Guarantee on the next succeeding Interest Payment
    Date; and


(z)     such obligation cannot be avoided by the successor
    Person, successor Issuer, or successor Guarantor, as the case may be, taking
    reasonable measures available to
it,


such successor Person, successor Issuer or successor Guarantor, may, at its option, redeem all (but not less than all) of the Securities, upon not less than 30 nor more than 60 days
written notice as provided in the Indenture, at a redemption price equal to 100% of the aggregate principal amount thereof plus accrued interest (including Additional Amounts, if any) to the date fixed for redemption;provided, however, that (a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which
the successor Person, successor Issuer, or successor Guarantor, as the case may be, would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the Guarantees, as the case may be, then due, and (b) at the time
any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication of any notice of redemption pursuant to this paragraph, the successor Person, successor Issuer or successor
Guarantor, as the case may be, shall deliver to the Trustee (i) an opinion of an independent

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legal adviser of recognized standing with respect to such matters in the Successors Taxing Jurisdiction, as selected by the Issuer, to the effect that such successor Person, successor
Issuer or successor Guarantor, as the case may be, would be required to pay Additional Amounts on the next Interest Payment Date in respect of the Securities or Guarantees and (ii) an officers certificate to the effect that, as a result of a
Change of Successor Tax Law, such obligation cannot be avoided by the successor Person, successor Issuer or successor Guarantor, as the case may be, taking reasonable measures available to it, and the Trustee shall be entitled to accept such opinion
and officers certificate as sufficient evidence of the satisfaction of the conditions precedent set out above in which event it shall be conclusive and binding on the Holders of the Securities and Guarantees.

Notice of redemption will be given by first class mail, postage prepaid, to Holders, not less than 30 nor more than 60 days prior to the date fixed for redemption.


Optional Redemption or Purchase Other Than for Taxation Reasons.


(a)     The Issuer will have the right at its option
    to redeem the Securities, in whole or in part, at any time or from time to time prior to their Maturity, on at
least 30 days but not more than 60 days prior notice by first class mail, postage prepaid, to Holders of Securities. On and after the Redemption Date, interest will cease to accrue on the Securities or any portion of the Securities called for redemption (unless the Issuer defaults in the payment of the Redemption
Price and accrued interest). At least one Business Day before theRedemption Date, the Issuer will deposit with the Trustee money sufficient to pay the Redemption Price (unless the Redemption Date shall be an interest payment date) and any accrued interest to
the Redemption Date on the Securities to be redeemed on such date. If less than all of the Securities are to be redeemed, the Securities to be redeemed shall be selected by the Trustee in accordance with the guidelines of the applicable Depositary.
The Securities may be redeemed at a redemption price equal to the greater of (i) 100% of the aggregate principal amount of the Securities and (ii) the sum of the present values of each remaining scheduled payments of principal and interest thereon
(exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points, plus in each case accrued
interest (including Additional Amounts, if any) on the principal amount of such to, but not including, the Redemption Date.


(b)     The Issuer will have the right at its option
    to redeem or purchase, or procure the purchase of, the Securities in whole
    and not in part, if 80% or more in  principal amount of the Securities outstanding
    immediately prior to the Optional Redemption Date have been redeemed or purchased
    pursuant to a Put Event, on at least 30 days but not more than 60 days prior
    notice by first class mail,  postage prepaid, to Holders of Securities, such
    notice to be given within 30 days after the Optional Redemption Date. On
    and after the Redemption Date, interest will cease to accrue on the Securities
    (unless the Issuer defaults in the payment of the
Redemption Price and accrued interest). At least one Business Day before the
    Redemption Date, the Issuer will deposit with the Trustee money sufficient
    to pay the Redemption Price (unless the Redemption Date shall be an interest
    payment date) and  any accrued interest to the Redemption Date on the Securities.
    The Securities may be redeemed at a Redemption Price equal to 101% of the
    aggregate principal amount of the Securities, together with unpaid interest
    (including Additional Amounts, if
any) on the principal amount of such Securities accrued to, but not including,
    the Redemption Date. Notwithstanding the foregoing, the Company shall not
    be entitled to redeem or purchase, or procure the purchase


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of, the Securities pursuant to this paragraph if the Redemption Date pursuant
  to this paragraph would occur on or prior to the Redemption Date set forth
  in a notice previously given pursuant to
paragraph (a) above.

Treasury Rate means,
        with respect to any Redemption Date, the rate per annum equal to the
        semi-annual equivalent yield to maturity or interpolated maturity (on
        a day count basis) of the Comparable Treasury Issue, assuming a price
        for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption Date.


Comparable Treasury Issue means
        the United States Treasury security or securities selected by an Independent
        Investment Banker as having an actual or interpolated maturity comparable
        to the remaining term of the Securities to be redeemed that would be
        utilized, at the time of section and in accordance with customary financial
        practice, in pricing new issues of corporate debt securities of a comparable
maturity to the remaining term of the Securities.


Independent Investment Banker means
one of the Reference Treasury Dealers appointed by the Issuer.


Comparable Treasury Price means,
        with respect to any Redemption Date, (a) the average of the Reference
        Treasury Dealer Quotations for such Redemption Date, after excluding
        the highest and lowest such Reference Treasury Dealer Quotation or (b)
        if the trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.


Reference Treasury Dealer means
        each of Barclays Capital Inc. and Deutsche Bank Securities Inc. or their
        affiliates, which are primary U.S. government securities dealers and
        two other leading primary U.S. government securities dealers in New York
        City reasonably designated by the Issuer; provided, however, that
        if any of the foregoing shall cease to be a primary U.S. government securities
        dealer in New York City (a Primary Treasury Dealer),
        the Issuer
will substitute therefor another Primary Treasury Dealer.


Reference Treasury Dealer Quotation means,
        with respect to each Reference Treasury Dealer and any Redemption Date,
        the average, as determined by the Trustee, of the bid and asked prices
        for the Comparable Treasury Issue (expressed in each case as a percentage
        of its principal amount) quoted in writing or email to the Trustee by
        such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third business day preceding such Redemption Date.


Redemption or Purchase of Securities upon
  a Put Event.


If a Put Event
      (as defined below) occurs, the Holder of each Security will have the option
      (unless prior to the giving of the relevant Put Event Notice (as defined
      below) the Issuer has given notice of redemption of the Securities as described
      herein) to require the Issuer to redeem or, at the Issuers option,
      purchase (or procure the purchase of) that Security on the Optional Redemption
      Date (as defined
below) at 101% of its principal amount (the Optional Redemption Amount),
together with unpaid interest accrued (including Additional Amounts, if any)
to, but not including, the Optional Redemption Date.


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Within 30 days
      after the Issuer has become aware that a Put Event has occurred, the Issuer
      shall, and at any time upon the Trustee becoming similarly so aware the
      Trustee may, and if so requested by the Holders of at least one-quarter
      in principal amount of the Securities then outstanding, or if so directed
      by an Extraordinary Resolution (as defined below) of Holders, shall (subject
      in each case to the
Trustee being indemnified and/or secured to its satisfaction), be required to
      mail a notice (a Put Event Notice)
      to Holders describing the transaction or transactions that constitute the
      Put Event and offering to redeem or repurchase the Securities on the date
      specified in the Put Event Notice, which date will be no earlier than 30
      days and no later than 60 days from the date the Put Event Notice is mailed
      (the Optional Redemption Date), pursuant to the procedures
described herein and in the Put Event Notice.


The Trustee shall be under no obligation to ascertain whether a Put Event or Change of Control (as defined below) or any event which could lead to the occurrence
of, or could constitute, a Put Event or Change of Control has occurred, or to seek any confirmation from any Rating Agency or Substitute Rating Agency, and, until it shall have actual knowledge or notice pursuant to the Indenture to the contrary,
the Trustee may assume that no Put Event, Change of Control or other such event has occurred.


To the extent that the provisions of any securities laws or regulations adopted thereunder conflict with the provisions of the Securities relating to the redemption
or purchase of the Securities upon a Put Event, the Issuer will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue of such conflicts.


A Put
Event will be deemed to occur if:


(a)          any
      person or any persons acting in concert (as defined in the City Code on
      Takeovers
    and Mergers), other than a holding company (as defined in Section 736 of
      the Companies Act 1985 as amended) whose shareholders are or are to be
      substantially
    similar to the pre-existing shareholders of the Issuer, shall become interested
      (within the meaning of Part VI of the Companies Act 1985 as amended) in
      (i)
    more than 50% of the issued or allotted ordinary share capital of the Issuer
      or (ii) shares in the capital of the Issuer carrying more than 50% of the
      voting rights normally exercisable at a general meeting of the Issuer (each
      such event being a Change of Control);
    and


(b)          on
      the date (the Relevant Announcement
    Date) that is the earlier of
    (x) the date of the first public announcement of the relevant Change of Control
    and (y) the date of the earliest Relevant Potential Change of Control Announcement
    (as defined below), if any, the Securities carry from any Rating Agency (as
    defined below):


| | (i)  | an investment grade credit rating (Baa3/BBB-,
          or the equivalent, or better) and such rating from any Rating Agency
          is, within the Change of Control Period (as defined below), either
          downgraded to a non-investment grade credit rating (Ba1/BB+, or
          the equivalent, or worse) (a Non-Investment Grade Rating)
          or withdrawn and is not, within the Change of Control Period, subsequently
          (in the case of a downgrade) upgraded or (in the case of a withdrawal)
          reinstated to an investment grade credit rating by such Rating Agency;
      or
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) | a Non-Investment Grade Rating and such
        rating from any Rating Agency is, within the Change of Control Period,
      either downgraded by one or more                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|

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| |       | notches (by way of example, Baa1
      to Baa2 being one notch) or withdrawn and is not, within the Change
      of Control Period, subsequently (in the case of a downgrade) upgraded or
      (in the case of a withdrawal) reinstated to its earlier credit rating or
      better by such Rating Agency; or
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                
| | (iii) | no credit rating and a Negative Rating
      Event (as defined below) also occurs within the Change of Control Period;                                                                                                                                                                                         

providedthat if at the time of the occurrence of the Change of Control the Securities carry a credit rating from more
than one Rating Agency, at least one of which is investment grade, then subparagraph (i) will apply; and

(c)     in making
      any decision to downgrade or withdraw a credit rating pursuant to paragraphs
      (i)
    and (ii) above or not to award a credit rating of at least investment grade
      as described in paragraph (b) of the definition of Negative Rating Event,
      the relevant Rating Agency announces publicly or confirms in writing to
      the
    Issuer or the Trustee that such decision(s) resulted, in whole or in part,
      from the occurrence of the Change of Control or the Relevant Potential
      Change
    of Control Announcement.


If the rating
      designations employed by either of Moodys or S&P are changed from those described above, or if a rating is procured from a Substitute Rating
Agency, the Issuer shall determine the rating designations of Moodys or S&P
or such Substitute Rating Agency (as appropriate) as are most equivalent to the
prior rating designations, and the provisions hereof shall be construed
accordingly.


Change of Control Period means
        the period commencing on the Relevant Announcement Date and ending 90
        days after the Change of Control (or such longer period for which the
        Securities are under consideration (such consideration having been announced
        publicly within the period ending 90 days after the Change of Control)
        for rating review or, as the case may be, rating by a Rating Agency,
        such period not to exceed 60 days after the public announcement of such
consideration).


Extraordinary Resolution means
        the record of a resolution of Holders of Securities voting either in
        person or by proxies duly appointed in writing passed by a majority of
        such Holders at any meeting of Holders of Securities duly called and
        held in
accordance with the provisions of Section 1.04 of the Indenture.


A Negative Rating Event shall
        be deemed to have occurred if at such time as there is no rating assigned
        to the Securities by a Rating Agency (a) the Issuer does not, either
        prior to, or not later than 21 days after, the occurrence of the Change
        of Control seek, and thereafter throughout the Change of Control Period
        use all reasonable endeavors to obtain, a rating of the Securities, or
        any other unsecured and unsubordinated debt of the Issuer or (b) if the
        Issuer does so seek and use such
endeavors, it is unable to obtain such a rating of at least investment grade
by the end of the Change of Control Period.


Rating Agency
means Moodys Investors Service, Inc. (Moodys) or Standard & Poors
Rating
Services, a division of The McGraw-Hill Companies, Inc. (S&P)
or any of their respective
successors or any rating agency (a Substitute Rating Agency)
substituted for either of them by the Issuer from time to time with the prior
written approval of the Trustee.


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Relevant Potential Change of Control Announcement means
        any public announcement or statement by the Issuer, any actual or potential
        bidder or any adviser acting on behalf of any actual or potential bidder
        relating to any potential Change of Control where, within 180 days following
the date of such announcement or statement, a Change of Control occurs.


Defeasance.


The Indenture contains provisions for defeasance at any time of certain restrictive covenants and Events of Default with respect to this Security, upon compliance
with certain conditions set forth in the Indenture.


Defaults
  and Remedies.


If an Event of Default with respect to the Securities shall occur and be continuing, the principal of the Securities may be declared due and payable in the manner
and with the effect provided in the Indenture.


Additional
  Amounts.


All payments
      made by the Issuer under or with respect to this Security shall be made
      without withholding or deduction for or on account of, any present or future
      taxes, duties, levies, assessments or governmental charges of whatever
      nature (Taxes)
      imposed or levied by or on behalf of the jurisdiction (or any political
      subdivision or taxing authority thereof or therein) (a) in which the Issuer,
      any Guarantor, any successor Person or any successor Issuer, as the case
      may be, is incorporated or resident
(or deemed for tax purposes to be resident) or (b) through which the Issuer any
      Guarantor, any successor Person or any successor Issuer, as the case may
      be, makes payment on this Security or related Guarantee (each, an Applicable Taxing Jurisdiction),
      unless such taxes are required by the Applicable Taxing Jurisdiction to
      be withheld or deducted. In that event, the Issuer will pay by way of additional
      interest on the Securities such additional amounts of, or in respect of,
      principal and any premium and interest (Additional Amounts)
      as will result (after deduction of such Taxes and any additional Taxes
      payable in respect of such Additional Amounts) in the payment to each Holder
      of the amounts which would have been payable in respect of such Security
      had no such withholding or deduction been required, except that no Additional
      Amounts shall be so payable for or on account of: (i) any Taxes that would
      not have
been imposed or withheld but for the fact that: (A) the Holder or beneficial
      owner was a resident, domiciliary or national of, or engaged in business
      or maintained a permanent establishment or was physically present in, the
      Applicable Taxing Jurisdiction or otherwise had some connection with the
      Applicable Taxing Jurisdiction other than the mere ownership of, or receipt
      of payment under, the Securities; or (B) the Holder presented (if presentation
      is required) such Security more than
thirty (30) days after the date on which the payment in respect of such Security
      first became due and payable or provided for, whichever is later, except
      to the extent that the Holder would have been entitled to such Additional
      Amounts if it had presented the Security for payment on the last day within
      such period of thirty (30) days; (ii) any estate, inheritance, gift, sale,
      transfer, personal property or similar Taxes; (iii) any Taxes that are
      payable otherwise than by withholding or
deduction from payments of, or in respect of, principal of or any premium or
      interest on the Security; (iv) any Taxes that are imposed or withheld by
      reason of the failure of the Holder or beneficial owner of this Security
      following the written request of the Issuer, addressed to the Holder (and
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enable the Holder or beneficial owner acting reasonably to comply with the
  request) (A) to provide information concerning the nationality, residence or
  identity of the Holder or such beneficial owner or (B) to make any declaration
  or other similar claim or satisfy any information or reporting requirement,
  which, in the case of (A) or (B), is required or imposed by a statute, regulation
  or administrative practice of the Applicable Taxing Jurisdiction as a precondition
  to exemption from all or part of such Taxes; (v) any Taxes imposed on a payment
  to an individual and required to be made pursuant to European Council Directive
  2003/48/EC or any other Directive implementing the conclusions of the European
  Council of Economics and Finance Ministers (ECOFIN) meeting
  of November 26-27, 2000 on the taxation of savings income or any law implementing
  or complying with, or introduced in order to conform to, such Directives; (vi)
  any Taxes payable by or on behalf of a Holder who would have been able to avoid
  such withholding or deduction by presenting (if presentation is required) the
  Security or Guarantee, as the case may be, to another paying agent in a member
  state of the European Union; or (vii) any combination of items (i), (ii), (iii),
  (iv), (v) and (vi); nor shall Additional Amounts be paid with respect to any
  payment of principal of or any premium or interest on any such Security to
  any Holder that is a fiduciary, partnership or other than the sole beneficial
  owner of such payment to the extent such payment would be required by the laws
  of the Applicable Taxing Jurisdiction to be included in the income for tax
  purposes of a beneficiary or settlor with respect to such fiduciary, a member
  of such partnership or a beneficial owner who would not have been entitled
to such Additional Amounts had it been the Holder of the Security.

In addition, the Issuer, any successor Person or any successor Issuer will pay any present or future stamp, issue, registration, court, documentation, excise or
property Taxes or other similar Taxes, charges and duties, including interest and penalties with respect thereto, imposed by or in any Applicable Taxing Jurisdiction in respect of the execution, issue or delivery of this Security or any other
document or instrument referred to in the Indenture (other than on or in connection with a transfer of the Securities) and any such Taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of this
Security or the related Guarantees or any other such document or instrument following the occurrence of any Event of Default with respect to this Security. The foregoing provisions shall survive any termination or discharge of the Indenture. Except
as otherwise stated, all references to payments on the Securities or the Guarantees shall include any Additional Amounts payable by the Issuer pursuant to this paragraph.


Modification and Waiver.


The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the
Guarantors and the rights of the Holders of the Securities under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders of 66.66% in aggregate principal amount of the Securities at the time Outstanding. The Indenture
also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all of the Securities, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security
and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


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Limitation on
      Proceedings.


As provided in and subject to the provisions of the Indenture, no Holder of any Security will have the right to institute any proceeding with respect to the
Indenture, the Guarantee endorsed hereon, this Security or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default
with respect to the Securities, the Holders of not less than 25% in aggregate principal amount of the Securities at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as
Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding a direction inconsistent with such request, and
shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or interest hereon on or after the respective due dates expressed herein.


Unconditional Right of Holders.


No reference herein to the Indenture and no provision of this Security or of the Indenture or the Guarantees shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.


Denomination, Transfer and Exchange.


As provided in the Indenture and subject to certain limitations therein set forth therein, the transfer of this Security is registrable in the Register, upon
surrender of this Security for registration of transfer at the Place of Payment and maintained for such purposes (against surrender of this Definitive Registered Security, in the case of a payment of principal), duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Issuer and the Registrar duly executed by, the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee or transferees.


The Securities are issuable in registered form only without coupons in denominations of $2,000 principal amount and integral multiples of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder
surrendering the same.


No service charge shall be made for any such registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


Prior to due presentment of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.


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Miscellaneous.


All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


[If a Global Security insert: This Security is a Global Security and is subject to the provisions of the Indenture relating to the Global Securities, including the
limitations of Section 3.05 thereof on transfers and exchanges of Global Securities.]


Governing Law.


The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York.


[Insert Form of Guarantee from Indenture.]


[Attach the following Schedule A in the case of a Global Security:]


SCHEDULE A

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount at maturity of this Security shall be up to $750,000,000. The principal amount of all Securities from time to time outstanding
shall be as shown in the records of the Registrar. The following decreases/increases in the principal amount at maturity of this Security have been made:


|                  |  |                       |  |                       |  | Total Principal    |  |                        | 
|----------------- |  | --------------------- |  | --------------------- |  | ------------------ |  | ---------------------- | 
|                  |  |                       |  |                       |  | Amount at Maturity |  | Notation Made          | 
|Date of           |  | Decrease in Principal |  | Increase in Principal |  | Following such     |  | by or on Behalf of the | 
|Decrease/Increase |  | Amount at Maturity    |  | Amount at Maturity    |  | Decrease/Increase  |  | Registrar              | 
|                  |  |                       |  |                       |  |                    |  |                        | 
|                  |  |                       |  |                       |  |                    |  |                        | 
|                  |  |                       |  |                       |  |                    |  |                        | 
|                  |  |                       |  |                       |  |                    |  |                        | 
|                  |  |                       |  |                       |  |                    |  |                        | 
|                  |  |                       |  |                       |  |                    |  |                        | 
|                  |  |                       |  |                       |  |                    |  |                        | 
|                  |  |                       |  |                       |  |                    |  |                        | 
|                  |  |                       |  |                       |  |                    |  |                        | 
|                  |  |                       |  |                       |  |                    |  |                        | 
|                  |  |                       |  |                       |  |                    |  |                        | 

Section 2.05Guarantees
by Guarantors; Additional Subsidiary Guarantors; Release of  Guarantors; Form
of Guarantee.


(a)Guarantees by Guarantors.Each of the Guarantors by its execution of this Indenture (or any amendment or supplement hereto) hereby agrees with each Holder of a Security authenticated and delivered by the
Trustee (whether or not before or after such


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Guarantor became a Guarantor), and with the Trustee on behalf of each such Holder, to be fully, absolutely and unconditionally bound by the terms and provisions of the Guarantee set forth below
and authorizes the Issuer, in the name and on behalf of the Guarantors, to confirm such Guarantee to the Holder of each such Security by its execution and delivery of each such Security, with such Guarantee endorsed thereon, authenticated and
delivered by the Trustee. When delivered pursuant to the provisions of Section 3.03 hereof, Guarantees so set forth on the Securities shall bind the Guarantors notwithstanding the fact that the Guarantee does not bear the signature of the
Guarantors.

(b)Additional
      Subsidiary Guarantors.The Issuer
undertakes to procure that, as long as any of the Securities is outstanding:


| | (1) | to the extent that, after the date of the
        Indenture, any Subsidiary that is not a Guarantor issues any guarantee
        of any Indebtedness for money borrowed in excess of £50,000,000;
    and                                         
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                   
| | (2) | for so long as any Subsidiary is or becomes
        a guarantor of Indebtedness pursuant the terms of the 1996 Bonds, the
        1999 Bonds, the 2005 Bonds or the 2007 Bonds or for moneys borrowed under
        the
Revolving Credit Facility;

the Issuer will cause such Subsidiary (the acceding Guarantor) to enter into a supplemental indenture to the Indenture pursuant to which it shall agree to fully, absolutely and unconditionally guarantee the due and punctual payment of the principal of and interest (and the payment of
Additional Amounts) on all outstanding Securities when and as the same shall become due and payable on apari passubasis.

(c)Release of
Guarantors. In the event any Guarantor (other than BSkyB Limited and Sky Subscribers or any of their respective successors) shall have been fully and unconditionally released from all
obligations under guarantees of Indebtedness for money borrowed in excess of £50,000,000, such Guarantor shall be deemed released from all obligations under its Guarantees without any further action required on the part of the Trustee or any
Holder of Securities. Any Guarantor not so released shall remain fully, absolutely and unconditionally liable for its obligations under its Guarantees. The Trustee shall make available for delivery an appropriate instrument evidencing any such
release upon receipt of (i) a written request from each of the Issuer and such Guarantor, and (ii) an Officers Certificate from each of the Issuer and such Guarantor certifying as to such Guarantors compliance with the terms of the
Indenture.


(d)The Trustee agrees to execute such
documentation as the relevant Guarantor may reasonably require to effect its release as a Guarantor,providedthat the Trustee (acting reasonably) is satisfied that the obligations of the Issuer and the other Guarantors will remain in full force and effect notwithstanding such release and the Issuer and the other Guarantors undertake to execute such
documentation as the Trustee may reasonably require in connection therewith.


(e)The Issuer will provide notice of the
addition of any acceding Guarantor or the release of any Guarantor pursuant to Section 1.06 of this Indenture.


(f)Guarantees to be endorsed on the Securities
shall, subject to Section 2.01, be in substantially the form set forth below:


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GUARANTEE

British Sky Broadcasting Limited, BSkyB Finance UK plc, BSkyB Investments Limited, BSkyB Publications Limited and Sky Subscribers Services Limited, each a limited
company incorporated under the laws of England and Wales, having its registered office at Grant Way, Isleworth, Middlesex, TW7 5QD, England (the Initial
Guarantors) and any Persons, including successor Persons, who subsequently become Guarantors pursuant to the applicable terms of the Indenture referred to in the Security upon
which this Guarantee is endorsed in each case until and to the extent any such Person (other than British Sky Broadcasting Limited and Sky Subscribers Services Limited or their respective successors) is released from such obligations as a Guarantor
in accordance with the applicable provisions of such Indenture (collectively, the Guarantors), for
value received hereby fully, absolutely and unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee on behalf of each such Holder the due and punctual payment of the principal of, premium, if
any, and interest on such Security, when and as the same shall become due and payable (subject to any period of grace provided with respect thereto), whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise,
according to the terms thereof and of the Indenture referred to therein. In the case of the failure of British Sky Broadcasting Group plc, a public limited company incorporated under the laws of England and Wales (herein called the
Issuer, which term includes any successor Person under such Indenture), punctually to make any such
payment of principal, premium, if any, or interest, the Guarantors hereby agree to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise, and as if such payment were made by the Issuer.


Each of the Guarantors hereby further agrees,
    subject to the limitations and exceptions set forth below, that all payments
    made by the Guarantor under or with  respect to this Guarantee, will be made
    without withholding or deduction for, or on account of, any present or future
    taxes, duties, levies, assessments or governmental charges of whatever nature (Taxes)
    imposed or levied by or on behalf of the jurisdiction (or any political subdivision
    or taxing authority thereof or therein) (a) in which the Issuer, such Guarantor,
    any successor Person or any successor Issuer, as the case may be, is incorporated
    or resident (or deemed for tax purposes
to be resident) or (b) through which the Issuer, such Guarantor, any successor
    Person or any successor Issuer makes payment on this Guarantee (each, an Applicable Taxing
Jurisdiction), unless such Taxes
are required by the Applicable Taxing Jurisdiction to be withheld or deducted.
In that event, such Guarantor or any successor Person will pay by way of additional
interest on the Securities such additional amounts of, or in respect of, principal
and any premium and interest (Additional Amounts)
as will result (after deduction of such Taxes and any additional Taxes payable
in respect of such Additional Amounts) in the payment to each Holder of the amounts
which would have been payable in respect of such Guarantee had no such withholding
or deduction been required, except that no Additional Amounts shall be so payable
for or on account of: (i) any Taxes that would not have been imposed or withheld
but for the fact that: (A) the
Holder or beneficial owner was a resident, domiciliary or national of, or engaged
in business or maintained a permanent establishment or was physically present
in, the Applicable Taxing Jurisdiction or otherwise had some connection with
the Applicable Taxing Jurisdiction other than the mere ownership of, or receipt
of payment under, this Guarantee or the Security upon which this Guarantee is
endorsed; or (B) the Holder presented (if presentation is required) this Guarantee
more than
thirty (30) days after the date on which the payment in respect of this Guarantee
first became


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due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented this Guarantee for payment on
the last day within such period of thirty (30) days; (ii) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (iii) any Taxes that are payable otherwise than by withholding or deduction from payments of, or in respect
of, principal of or any premium or interest on this Guarantee; (iv) any Taxes that are imposed or withheld by reason of the failure of the Holder or beneficial owner of this Guarantee following the written request of the Issuer or the Guarantor, as
the case may be, addressed to the Holder (and made at a time which would enable the Holder or beneficial owner acting reasonably to comply with the request) (A) to provide information concerning the nationality, residence or identity of the Holder
or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by a statute, regulation or administrative practice of the
Applicable Taxing Jurisdiction as a precondition to exemption from all or part of such Taxes; (v) any Taxes imposed on a payment to an individual and required to be made pursuant to European Council Directive 2003/48/EC or any other Directive
implementing the conclusions of the European Council of Economics and Finance Ministers (ECOFIN)
meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directives; (vi) any Taxes payable by or on behalf of a Holder who would have been able to avoid
such withholding or deduction by presenting (if presentation is required) the Guarantee to another paying agent in a member state of the European Union; or (vii) any combination of items (i), (ii), (iii), (iv), (v) and (vi); nor shall Additional
Amounts be paid with respect to any payment of principal of or any premium or interest on any such Guarantee to any Holder who is a fiduciary, partnership or other than the sole beneficial owner of such payment to the extent such payment would be
required by the laws of the Applicable Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary, a member of such partnership or a beneficial owner who would not have been entitled
to such Additional Amounts had it been the Holder of the Securities.

In addition, any Guarantor will pay any present or future stamp, issue, registration, court, documentation, excise or property Taxes or other similar Taxes, charges
and duties, including interest and penalties with respect thereto, imposed by or in any Applicable Taxing Jurisdiction in respect of the execution, issue or delivery of the Security upon which this Guarantee is endorsed or any other document or
instrument referred to in the Indenture (other than on or in connection with a transfer of the Securities) and any such Taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of this Guarantee or
the Security upon which this Guarantee is endorsed or any other such document or instrument following the occurrence of any Event of Default with respect to such Security. The foregoing provisions shall survive any termination or discharge of the
Indenture. Except as otherwise stated, all references to payments on this Guarantee or the Security upon which this Guarantee is endorsed shall include any Additional Amounts payable by the Guarantors pursuant to this paragraph.


Each of the Guarantors hereby agrees that its obligations hereunder shall be joint and several and as if each was a principal debtor and not merely surety, and
shall be full, absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or
any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of such Security or the Trustee or any other


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circumstance which may otherwise constitute a legal or equitable discharge
  of a surety or guarantor; provided, however, that, notwithstanding the
  foregoing, no such waiver, modification or indulgence shall, without the consent
  of the Guarantors, increase the principal amount of such Security, or increase
  the interest rate thereon, or increase any premium payable upon redemption
  thereof, or alter the Stated Maturity thereof that would be due and payable
  upon a declaration of acceleration of the maturity thereof pursuant to Section
  5.02 of such Indenture. Each of the Guarantors hereby waives diligence, presentment,
  demand of payment, filing of claims with a court in the event of a merger or
  bankruptcy of the Issuer, any right to require a proceeding first against the
  Issuer, protest or notice with respect to such Security or the indebtedness
  evidenced thereby or with respect to any sinking fund and all demands whatsoever,
  and covenants that this Guarantee will not be discharged except by payment
  in full of the principal of,
premium, if any, and interest on such Security.

The Guarantors shall be subrogated to all rights of the Holder of the Security upon which the Guarantee is endorsed and the Trustee against the Issuer in respect of
any amounts paid to such Holder by the Guarantors pursuant to the provisions of this Guarantee;provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, premium, if any, and interest on all Securities issued under such
Indenture shall have been paid in full.


To the extent
      that any Guarantor or any successor Person will be required to pay any
      amounts on account of Securities issued pursuant to the Indenture referred
      to in the Security upon which this Guarantee is endorsed pursuant to its
      Guarantee in excess of the greater of (a) the amount of the economic benefit
      actually received by such Guarantor from the issuance of such Securities
      and (b) an amount calculated
as the product of (i) the aggregate amount payable by the Guarantors on account
      of such Securities pursuant to the Guarantees and (ii) the proportion (expressed
      as a fraction) that such Guarantors net worth at the date enforcement
      of the Guarantees is sought bears to the aggregate net worth of all Guarantors
      at such date, then such Guarantor shall be entitled to be reimbursed by
      the other Guarantors for the amount of such excess,pro rata, based upon the respective net worth of such other Guarantors at the date enforcement of the Guarantees is sought. This paragraph describes only the
relative rights of Guarantors as among themselves, and nothing set forth in this paragraph is intended to or shall impair the joint and several obligations of the Guarantors under their respective Guarantees.


The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the
Holders under any Guarantee.


No reference herein to such Indenture and no provision of this Guarantee or of such Indenture or of any Security shall alter or impair the guarantee of the
Guarantors, which is absolute and unconditional, of the due and punctual payment of the principal of, premium, if any, and interest on the Security upon which this Guarantee is endorsed.


This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Security shall have been manually executed by or on
behalf of the Trustee under such Indenture.


All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture.


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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.


Executed and dated the date on the face hereof.


| | British Sky Broadcasting Limited
| | --------------------------------
| |                                 
| | By:                             
| |                                 
| |                                 
| |                                 
| | BSkyB Finance UK plc            
| |                                 
| | By:                             
| |                                 
| |                                 
| |                                 
| | BSkyB Investments Limited       
| |                                 
| | By:                             
| |                                 
| |                                 
| |                                 
| | BSkyB Publications Limited      
| |                                 
| | By:                             
| |                                 
| |                                 
| |                                 
| | Sky Subscribers Services Limited
| | By:                             
| |                                 
| |                                 
| |                                 

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Section 2.06Form
        of Trustees Certificate of Authentication.


The Trustees
      certificates of authentication shall be in substantially the following
form:


Dated:


This is one of the Securities described in the within mentioned Indenture.


| | The Bank of New York
| | --------------------
| |                     
| |                     
| | By:                 
| |                     
| |                     

ARTICLE 3THE SECURITIES

Section 3.01Title
and Terms.


The aggregate
      principal amount at maturity of Securities which initially may be authenticated
      and delivered under this Indenture is limited to $750,000,000
aggregate principal amount, except for Securities authenticated and delivered
      upon registration of transfer of, or in exchange for, or in lieu of, other
      Securities pursuant to Section 3.04, Section 3.05, Section 3.06 or Section
      9.06. Additional
Securities may be issued as provided in Section 13.02.


The Securities
      shall be known and designated as the 6.10% Notes due 2018 of
      the Issuer. The terms of the Securities are set forth in the respective
      form thereof in Sections 2.02, 2.03 and 2.04.


Section 3.02Denominations.


The Securities
      shall be issuable only in registered form only, without coupons, in denominations
      of $2,000 principal amount and integral multiples of $1,000
in excess thereof.


Section 3.03Execution,
Authentication, Delivery and Dating.


The Securities shall be executed on behalf of the Issuer by any of its Directors or its Company Secretary. The signature of any of these officers on the Securities
may be manual or facsimile.


Securities or Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Issuer or the Guarantors, as the
case may be, shall bind the Issuer or the Guarantors, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or the delivery of such
Guarantees or did not hold such offices at the date of such Securities or Guarantees.


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At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities executed by the Issuer and having endorsed
thereon Guarantees to the Trustee for authentication, together with an Issuer Order from the Issuer for the authentication and delivery of such Securities and an Issuer Order from the Guarantors approving the delivery of the Guarantees endorsed
thereon, and the Trustee in accordance with such Issuer Orders shall authenticate and deliver such Securities having such Guarantees endorsed thereon. In authenticating such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities and Guarantees, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon:


(a)          a
    copy of the resolution or resolutions of  the Board of Directors in or pursuant
    to which the terms and form of the Securities were established, certified
    by the Company Secretary or an Assistant Secretary of the Issuer to have
    been duly adopted by the Board of Directors and to be in full
force and effect as of the date of such certificate, and if the terms and form
    of such Securities are established by an Officers Certificate pursuant
    to general authorization of the Board of Directors, such Officers Certificate;
    and


(b)          an
executed copy of each supplemental indenture, if any.


No Security or Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein executed by the Trustee by manual or facsimile signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security or
Guarantee has been duly authenticated and delivered hereunder.


The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf
of the Guarantors.


Section 3.04Temporary
Securities.


(a)          Pending
      the preparation of Definitive Securities, the Issuer may execute, and upon
      Issuer Order the Trustee shall authenticate and deliver, temporary Securities
      which are printed, lithographed, typewritten, mimeographed or otherwise
      produced, in any authorized denomination,
substantially of the tenor of the Definitive Securities and having endorsed thereon
      Guarantees of the Guarantors, substantially in the tenor of the definitive
      Guarantees in lieu of which they are issued and with such appropriate insertions,
      omissions, substitutions and other variations as the officers executing
      such Securities may determine, as evidenced by their execution of such
      Securities.


(b)          If
      temporary Securities are issued, the Issuer will cause Definitive Securities
      to be prepared without unreasonable delay. After the preparation of Definitive
      Securities, the temporary Securities shall be exchangeable for Definitive
      Securities upon surrender of the temporary Securities at
the office or agency of the Registrar in a Place of Payment, without charge to
      the Holder. Upon surrender for cancellation of any one or more temporary
      Securities, the Issuer shall execute and the Trustee shall authenticate
      and deliver in exchange therefor one or more definitive Securities, of
      any authorized denominations and of like tenor and aggregate principal
      amount which have endorsed thereon the Guarantees of the


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Guarantors. Until so exchanged, the temporary Securities shall in all respects
  be entitled to the same benefits under this Indenture as the Definitive Securities
  and shall be of like
tenor.

Section 3.05Registration,
      Transfer and Exchange of Securities.


(a)          The
      Trustee is hereby initially appointed to act as registrar (the Registrar)
      and will keep a record of all Securities (the Register) at the Corporate Trust Office. The Register will show the amount of the Securities, the date of issue, all
subsequent transfers and changes of ownership in respect thereof and the names, tax identification numbers (if relevant to a specific Holder) and addresses of the Holders of the Securities and any payment instructions with respect thereto (if
different from a Holders registered address). The Registrar will also maintain
a record (the Record) that will include notations as to whether
the Securities have been paid or canceled, and, in the case of mutilated, destroyed,
stolen or lost Securities, whether such Securities have been replaced. In the
case of the replacement of any of the Securities, the Record will include notations
of the Security so replaced, and the Security issued in replacement thereof.
In the case of the cancellation of any of the Securities, the Record will include
notations of the
Security so canceled and the date on which such Security was canceled. The Registrar
shall at all reasonable times during office hours make the Register and the Record
available to the Trustee (if the Trustee is not the Registrar) and, if requested
in writing by the Issuer or any Person authorized by the Issuer in writing for
inspection and for the taking of copies thereof or extracts therefrom, and at
the expense and written direction of the Issuer the Registrar shall deliver to
such Persons
all lists of Holders of Securities, their addresses and amounts of such holdings
as they may request in writing.


The Register and the Record shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable
time.


Upon surrender for registration of transfer of any Security at the office or agency of the Issuer in a Place of Payment, the Issuer shall execute, and each
Guarantor shall execute, as applicable, the notation of the Guarantee endorsed on, and the Trustee shall authenticate and deliver in the name of the designated transferee or transferees, one or more new Securities, of any authorized denominations
and of like terms and aggregate principal amount and with the notation of the Guarantee endorsed thereon.


(b)          Each
      Global Security authenticated under this Indenture shall be registered
      in the name of the Depositary designated for such Global Security or a
      nominee thereof and delivered to such Depositary or a nominee thereof or
custodian therefor of this Indenture.


(c)          Agent
      Members will have no rights under this Indenture with respect to any Global
      Security held on their behalf by the Depositary, and the Depositary may
      be treated by the Issuer, the Registrar, the Trustee and any agent of the
      Issuer, the Registrar or the Trustee as the absolute owner and
Holder of such Global Security for all purposes whatsoever. Notwithstanding the
      foregoing, a Holder that is a beneficial owner of a Global Security will
      have the right (i) to obtain evidence of its beneficial ownership interest
      in a Global Security in accordance with the procedures of any securities
      clearing service or collective deposit system, including DTC, and (ii)
      to pursue remedies against the Issuer and assert rights in a legal action
      brought in accordance with this Indenture in respect
of its beneficial ownership interest in a Global Security and for such purposes,
      such beneficial owner will be treated as the owner of that portion of the
Global Security which represents its beneficial ownership


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interest therein. Notwithstanding the foregoing, the Depositary or its nominee
  may grant proxies and otherwise authorize any person (including any Agent Member
  and any person that holds a beneficial interest in a Global Security through
  an Agent Member) to take any action which a Holder is entitled to take under
  this Indenture or the Securities, and nothing herein will impair, as between
  the Depositary and its Agent Members, the operation of customary practices
governing the exercise of the rights of a Holder of any Security.

(d)          If
      (i) the Depositary notifies the Issuer that it is unwilling or unable to
      continue to act as Depositary for a Global Security or ceases to be a clearing
      agency registered under the Exchange Act and a successor depositary is
      not promptly appointed within 90 days of such notice, (ii) a
Payment Default has occurred and is continuing, (iii) in the event of a Bankruptcy
      Default, the Issuer fails to make payment on the Securities when due, or
      (iv) the Issuer shall have determined in its sole discretion that the Securities
      shall no longer be represented by the Global Securities, then, the Registrar
      will promptly, upon provision of executed Securities delivered to it by
      the Issuer therefor, exchange each beneficial interest in such Global Security
      for one or more Definitive
Securities in equal principal amount registered in the name of the owner of such
      beneficial interest, as identified to the Registrar by the Depositary,
      and thereupon such Global Security will be deemed canceled.


Securities issued in exchange for a Global Security or any portion thereof pursuant to this clause (d) shall be issued in definitive, fully registered form, without
interest coupons, shall have an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and
shall bear any legends required hereunder. Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so
surrendered for exchange, or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Security, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged,
by means of an appropriate adjustment made on the records of the Registrar. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depositary or an
authorized representative thereof. In the case of a Regulation S Global Security, unless the exchange takes place during the Restricted Period, the Definitive Securities issued in exchange therefor will not bear the Regulation S Legend, unless the
Issuer otherwise has determined that the Regulation S Legend is necessary or appropriate in order to ensure that subsequent transfers of such Security (or a beneficial interest therein) are effected in compliance with the Securities Act.


(e)          Subject
    to the provisions of this Section  3.05, a Holder may transfer a Security
    to another Person or exchange a Security for another Security or Securities
    of any authorized denomination by presenting to the Registrar a written request
    therefor stating the name of the proposed transferee
or requesting such an exchange, accompanied by any certification, opinion or
    other document required by the provisions of this Section 3.05. The Registrar
    will promptly register any such transfer or exchange that meets the requirements
    of this  Section 3.05 by noting the same in the Register maintained by the
    Registrar for such purpose;providedthat
    (i)  no transfer or exchange will be effective until such transfer or exchange
    is registered in such Register and (ii) the Trustee will not be required
    (y) to issue, register the transfer of, or exchange any Security for a period
    of 15 days before a
selection of Securities to be redeemed or purchased or (z)if
a redemption or purchase is to occur after a Regular


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Record Date but on or before the corresponding Interest Payment Date, to register
  the transfer or exchange of any Security on or after such Regular Record Date
  and before such date of redemption. Prior to the registration of any transfer,
  the Issuer, the Registrar, the Trustee and their respective agents will treat
  the person in whose name the Security is registered as the owner and Holder
  thereof for all purposes (whether or not the Security is overdue), and will
not be affected by notice to the contrary.

From time to time the Issuer will execute and the Trustee will authenticate additional Securities as necessary in order to permit the registration of a transfer or
exchange in accordance with this Section 3.05.


Transfer, registration and exchange shall be permitted as provided in this Indenture without any charge to the Holder except for the expenses of delivery, if any,
not made by first class mail. Registration of the transfer of a Security by the Registrar shall be deemed to be the acknowledgment of such transfer on behalf of the Issuer.


(f)Procedures to be Followed by the
Trustee.(i) Global Security to Global Security. If a beneficial interest in a Global Security is transferred or exchanged for a beneficial interest in another Global Security, the Registrar will (y) record a decrease in the principal amount of the Global Security being
transferred or exchanged equal to the principal amount of such transfer or exchange and (z) record a like increase in the principal amount of the other Global Security. Any beneficial interest in one Global Security that is transferred to a person
who takes delivery in the form of an interest in another Global Security, or exchanged for an interest in another Global Security, will, upon transfer or exchange, cease to be an interest in such Global Security and become an interest in the other
Global Security and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.


(ii)Global
      Security to Definitive Security.If
      a beneficial interest in a Global Security is transferred or exchanged
      for a Definitive Security, the Registrar will (y) record a decrease in
      the principal amount of such Global Security equal to the principal amount
      of such transfer or exchange and (z) deliver a new Definitive Security
      in like principal amount to the transferee (in the case of a transfer)
      or the owner of such beneficial interest (in the case of an exchange) specified
      in writing by Depositary, registered in the name of such transferee or
      owner, as applicable.


(iii)Definitive
      Security to Definitive Security.If
      a Definitive Security is transferred or exchanged for another Definitive
      Security, the Registrar will (x) cancel the Definitive Security being transferred
      or exchanged, (y) deliver a new Definitive Security in principal amount
      equal to the principal amount of such transfer or exchange to the transferee
      (in the case of a transfer) or the Holder of the canceled Definitive Security
      (in the case of an exchange), registered in the name of such transferee
      or Holder, as applicable, and (z) if such transfer or exchange involves
      less than the entire principal amount of the canceled Definitive Security,
      deliver to the Holder thereof a new Definitive Security in principal amount
      equal to the untransferred or unexchanged portion of the canceled Definitive
      Security, registered in the name of the Holder thereof.


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(g)Securities Act Legend.Each Regulation S Security will bear the Regulation S Legend during the Restricted Period. In addition:


(i)If the Issuer determines that the Regulation
S Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of such Security (or a beneficial interest therein) are effected in compliance with the Securities Act, the Issuer may instruct the Registrar in writing to
cancel such Security and issue to the Holder thereof (or to its transferee) a new Security of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Regulation S Legend and the Registrar will
comply with such instruction.


(ii)           By
      its acceptance of any Security (or any beneficial interest therein) bearing
      the Regulation S Legend or the Restricted Legend, each Holder thereof and
      each owner of a beneficial interest therein acknowledges the restrictions
      on transfer of such Security (and any such beneficial interest)
set forth in this Indenture and in the such legend and agrees that it will transfer
      such Security (and any such beneficial interest) only in accordance with
      this Indenture and such legend.


(h)Restrictions
          on Transfer and
Exchange.(i) The transfer or exchange of any Security (or a beneficial interest therein) may only be made in accordance with this Section 3.05 and, in the case of a Global Security
(or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Registrar is instructed by the Issuer to refuse to register any requested transfer or exchange that does not comply with this Section 3.05 or such rules
or procedures.


(ii)          Notwithstanding
      any other provision of this Section 3.05, unless and until it is exchanged
      in whole or in part for the Securities represented thereby pursuant to
      this Indenture, a Global Security representing all or a portion of the
      Securities may not be transferred except as a whole by the
Depositary to a nominee of such Depositary or by a nominee of such Depositary
      to such Depositary or another nominee of such Depositary or by such Depositary
      or any such nominee to a successor Depositary or a nominee of such successor
      Depositary.


(iii)          Any
      Holder requesting a transfer or exchange of a Regulation S Security (or
      a beneficial interest in a Regulation S Global Security) for a Restricted
      Security (or a beneficial interest in a Restricted Security) during the
      Restricted Period will be required to deliver or cause to
deliver to the Trustee a duly completed Restricted Securities Certificate in
      the form of Annex B hereto and, if required by the Issuer, an opinion of
      counsel. After the end of the Restricted Period, the Issuer may require
      any Holder requesting such a transfer or exchange to deliver or cause to
      be delivered a duly completed Restricted Securities Certificate in the
      form of Annex B hereto or such other certifications and evidence as the
      Issuer may reasonably require in order to determine that the
proposed transfer or exchange is being made in compliance with the Securities
      Act and any applicable securities laws of any State of the United States
      of America and in accordance with the applicable rules and procedures of
      the
Depositary.


(iv)Any Holder requesting a transfer or
exchanges of a Restricted Security (or a beneficial interest in a Restricted Security) for a Regulation S Security (or a beneficial interest in a Regulation S Global Security) during the Restricted Period (or


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for so long as such Security contains the Regulation S Legend) will be required
    to deliver or cause to deliver to the Trustee a duly completed Regulation
    S Certificate in the form of Annex A hereto and, if required by the Issuer,
    an opinion of counsel and such other certifications. After the end of the
    Restricted Period, the Issuer may require any Holder requesting such a transfer
    or exchange to deliver or cause to be delivered a duly completed Regulation
    S Certificate in the form of Annex A hereto or such other certificates and
    evidence as the Issuer may reasonably require in order to determine that
    the proposed transfer or exchange is being made in compliance with the Securities
    Act and any applicable securities laws of any State of the United States
    of America and in accordance with the applicable rules and procedures of
    the Depositary


(v)          During
      the Restricted Period (or for so long as a Security contains the Regulation
      S Legend), any Holder requesting a transfer or exchange of a Regulation
      S Security for a Regulation S Security will be required to deliver or cause
      to be delivered to the Trustee a duly completed Regulation S
Certificate in the form of Annex A hereto. After the end of the Restricted Period,
      the Issuer may require any Holder requesting such a transfer or exchange
      to deliver or cause to be delivered a duly completed Regulation S Certificate
      in the form of Annex A hereto or such other certifications and evidence
      as the Issuer may reasonably require in order to determine that the proposed
      transfer or exchange is being made in compliance with the Securities Act
      and any applicable securities laws of any
State of the United States of America and in accordance with the applicable rules
      and procedures of the Depositary.


(vi)          Any
      Holder requesting a transfer or exchange of a Restricted Security (or a
      beneficial interest in a Restricted Security) for a Restricted Security
      (or a beneficial interest in a Restricted Security) will be required to
      deliver or cause to deliver to the Trustee a duly completed Restricted
Securities Certificate in the Form of Annex B hereto. The Issuer may require
      any Holder requesting such a transfer or exchange to deliver or cause to
      be delivered or such other certifications as evidence as the Issuer may
      reasonably require in order to determine that the proposed transfer or
      exchange is being made in compliance with the Securities Act and any applicable
      securities laws of any State of the United States of America and in accordance
      with the applicable rules and procedures of the
Depositary.


(vii)         In
      case of any transfer or exchange the procedures and requirements for which
      are not addressed in detail in this Section 3.05, such transfer or exchange
      shall be subject to such procedures and requirements as may be reasonably
      prescribed by the Issuer and the Trustee from time to time
and, in the case of a transfer or exchange invoking a Global Security, the applicable
      procedures of the Depositary.


The Trustee shall have no responsibility for any actions taken or not taken by
DTC.


Section 3.06Mutilated,
Destroyed, Lost and Stolen Securities.


If any mutilated Security is surrendered to the Trustee, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security
of like tenor and principal amount having endorsed thereon the Guarantees of the Guarantors and bearing a number not contemporaneously outstanding.


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If there shall be delivered to the Issuer and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Issuer, the Guarantors or the Trustee that such Security has been acquired by a bona fide
purchaser, the Issuer shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount having endorsed thereon the Guarantees of
the Guarantors and bearing a number not contemporaneously outstanding.


In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Issuer in its discretion may, instead of
issuing a new Security, pay such Security.


Upon the issuance of any new Security under this Section 3.06, the Issuer may require the payment from the Holder thereof of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


Every new Security issued pursuant to this Section 3.06 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual
obligation of the Issuer and the Guarantors, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all
other Securities duly issued hereunder.


The provisions of this Section 3.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities.


Section 3.07      Payment of Interest; Interest Rights
Preserved.


Interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest and, at the option of the Issuer, may be paid by check mailed to the address of the Person as it appears in the
Register.


The Issuer shall, before 10:00 am (London time), on each due date of the principal (and premiums, if any) or interest or any Additional Amounts due on any
Securities, deposit with a Paying Agent a sum in immediately available funds sufficient to pay the principal (and premium, if any) or interest or any Additional Amounts due, such sum to be held in trust by such Paying Agent for the benefit of the
Holders entitled to such principal, premium or interest or any other amounts due, and (unless such Paying Agent is the Trustee), the Issuer will promptly notify the Trustee and the Paying Agent of its action or failure so to act. Subject to actual
receipt of such funds as provided by this Section 3.07 by the designated Paying Agent, such Paying Agent shall make payments on the Securities in accordance with the provisions of this Indenture.


Any interest
      on any Security which is payable, but is not punctually paid or duly provided
      for, on any Interest Payment Date (herein called Defaulted Interest)
      shall forthwith cease to be payable to the Holder on the relevant Regular
Record Date by virtue of


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having been such Holder, and such Defaulted Interest may be paid by the Issuer, at its election in each case, as provided in clause (a)or (b) below:

(a)The
    Issuer may elect to make payment of any Defaulted Interest to the Person in
    whose name that Security (or one or more Predecessor Securities) is registered
    at the close of business on a Special Record Date (herein called a Special
    Record Date) for the payment
    of such Defaulted Interest, which shall be fixed in the following manner.
    The Issuer shall notify the Trustee in writing of the amount of Defaulted
    Interest proposed to be paid on each Definitive Security and the date of the
    proposed payment, and at the same time the Issuer shall deposit with the Trustee
    an amount of money equal to the aggregate amount proposed to be paid in respect
    of such Defaulted Interest or shall make arrangements satisfactory to the
    Trustee for such deposit prior to the date of the proposed payment, such money
    when deposited to be held in trust for the benefit of the Persons entitled
    to such Defaulted Interest as in this clause provided. Thereupon the Trustee,
    upon consultation with the Issuer, shall fix a Special Record Date for the
    payment of such Defaulted Interest which shall be not more than 15 days and
    not less than 10 days prior to the date of the proposed payment and not less
    than 10 days after the receipt by the Trustee of the notice of the proposed
    payment. The Trustee shall promptly notify the Issuer of such Special Record
    Date and, in the name and at the expense of the Issuer, shall cause notice
    of the proposed payment of such Defaulted Interest and the Special Record
    Date therefor to be given to each Holder of Securities in the manner set forth
    in Section 1.06, not less than 10 days prior to such Special Record Date.
    Notice of the proposed payment of such Defaulted Interest and the Special
    Record Date therefor having been so mailed, such Defaulted Interest shall
    be paid to the Persons in whose names the Securities (or their respective
    Predecessor Securities) are registered at the close of business on such Special
    Record Date and shall no longer be payable pursuant to the following clause
    (b).


(b)The
    Issuer may make payment of any Defaulted Interest on the Securities in any
    other lawful manner not inconsistent with the requirements of any securities
    exchange on which such Securities may be listed, and upon such notice as may
    be required by such exchange, if, after notice given by the Issuer to the
    Trustee of the proposed payment pursuant to this clause, such manner of payment
    shall be deemed practicable by the Trustee.


Subject to the foregoing provisions of this Section 3.07 and Section 3.05, each Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.


Section 3.08Persons Deemed Owners.


In the case of a Definitive Security, prior to due presentment of such Definitive Security for registration of transfer, the Issuer, the Guarantors, the Trustee and
any agent of the Issuer, the Guarantors or the Trustee may treat the Person in whose name such Security is registered as the owner of such Definitive Security for the purpose of receiving payment of principal of (and any premium, if any) and
(subject to Section 3.05 and Section 3.07) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Issuer, the Guarantors, the Trustee nor any agent of the Issuer, the Guarantors
or the Trustee shall be affected by notice to the contrary.


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Section 3.09Cancellation.


The Issuer or the Guarantors may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the
Issuer or the Guarantors may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Issuer has not
issued and sold, and all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section 3.09, except as expressly permitted by
this Indenture. All canceled Securities held by the Trustee shall be disposed of as directed by an Issuer Order;provided, however, that the Trustee shall not be required to destroy canceled Securities.


Section 3.10Computation of Interest.


Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months.


Section 3.11CUSIP/Common Code/ISIN Numbers.


The Issuer in issuing the Securities may use CUSIP, common code and/or ISIN numbers (if then generally in use), and, if so, the
Trustee shall use CUSIP, common code and/or ISIN numbers in notices of redemption as a convenience to Holders;providedthat any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance
may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Trustee of any change in the
CUSIP, common code or ISIN numbers.


ARTICLE 4SATISFACTION AND DISCHARGE

Section 4.01Satisfaction and Discharge of Indenture.


This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for and the obligation of the Issuer or the Guarantors to pay any Additional Amounts as contemplated by Section 10.04), and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when:


(a)either


(i)          all Securities theretofore authenticated and
  delivered (other than (i) Securities which have been destroyed, lost or stolen
  and which have been replaced or paid as provided in Section 3.06 and (ii) Securities
  for whose payment money has theretofore been deposited in trust or segregated
  and held in trust by the Issuer or the Guarantors and thereafter repaid to the
  Issuer or the Guarantors or discharged from such trust, as provided in Section
  10.03) have been delivered to the Trustee for cancellation; or


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(ii)all
    such Securities not theretofore delivered to the Trustee for cancellation


(A) have become
  due and payable;


(B)          will
    become due and payable at their Stated Maturity within one year; or


(C)are
    to be called for redemption within one year under arrangements satisfactory
    to the Trustee for the giving of notice of redemption by the Trustee in the
    name, and at the expense, of the Issuer,


and the Issuer or the Guarantors, in the case of (A), (B) or (C) above, have deposited or caused to be deposited, as set forth in Section 3.07, with the Trustee as trustee funds in trust for
such purpose in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and Additional Amounts to the date of such
deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(b)the
    Issuer or the Guarantors have paid or caused to be paid all other sums payable
    hereunder by the Issuer; and


(c)the
    Issuer has delivered to the Trustee an Officers Certificate and an Opinion
    of Counsel, each stating that all conditions precedent set forth in clauses
    (a) and (b) of this Section 4.01 have been complied with.


Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer and the Guarantors to the Trustee under Section 6.07, the
obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of Clause (a) of this Section 4.01, the obligations of the Trustee under Section 4.02 and
the last paragraph of Section 10.03 shall survive.


Section 4.02Application of Trust Money.


Subject to the provisions of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied
by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer and the Guarantors acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal and any premium and interest and Additional Amounts for whose payment such money has been deposited with the Trustee.


ARTICLE 5REMEDIES

Section 5.01Events of Default.


Event of Default, wherever used herein with respect to Securities, means any one of the following events (whatever the reason for such Event of Default and whether it shall be


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voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body):

(a)default
    in the payment of any interest or Additional Amounts upon any Security when
    it becomes due and payable, and continuance of such default for a period of
    30 days;


(b)default in
the payment of the principal on any Security at its Maturity;


(c)          default in the performance, or breach, of any
  covenant or warranty of the Issuer or the Guarantors in this Indenture (other
  than a default or breach which is specifically dealt with elsewhere in this
  Section 5.01), and continuance of such default or breach for a period of 60
  days after there has been given, by registered or certified mail to the Issuer,
  the Guarantors and the Trustee by the Holders of at least 25% in aggregate principal
  amount of the Outstanding Securities, or by the Trustee at the direction of
  such Holders, a written notice specifying such default or breach and requiring
  it to be remedied and stating that such notice is a Notice
  of Default hereunder;


(d)a default
    under any bond, debenture, note or other evidence of Indebtedness for money
    borrowed by the Issuer or any Guarantors or any Subsidiary having an aggregate
    principal amount outstanding of at least the greater of $75,000,000 and
    5% of Consolidated Net Tangible Assets or under any mortgage, indenture or
    instrument (including this Indenture) under which there may be issued or by
    which there may be secured or evidenced any Indebtedness for money borrowed
    by the Issuer or any Guarantors or any Subsidiary, whether such Indebtedness
    now exists or shall hereafter be created, which default shall have resulted
    in such Indebtedness of at least the greater of $75,000,000 and 5% of
    Consolidated Net Tangible Assets becoming or being declared due and payable
    prior to the date on which it would otherwise have become due and payable,
    without such Indebtedness having been discharged, or such acceleration having
    been rescinded or annulled, within a period of 10 days after there shall have
    been given, by registered or certified mail, to the Issuer by the Holders
    of at least 25% in aggregate principal amount of the Outstanding Securities
    a written notice specifying such default and requiring the Issuer to cause
    such Indebtedness to be discharged or cause such acceleration to be rescinded
    or annulled, as the case may be, and stating that such notice is a Notice
    of Default hereunder;


(e)the
    entry by a court having jurisdiction in the premises of (i) a decree, judgment
    or order for relief in respect of the Issuer or any Guarantor in an involuntary
    case or proceeding (including winding up proceedings) under any applicable
    federal, state, United Kingdom or other applicable bankruptcy, insolvency,
    reorganization or other similar law or (ii) a decree, judgment or order adjudging
    the Issuer or any Guarantor a bankrupt or insolvent, or approving as properly
    filed a petition seeking the involuntary reorganization, arrangement, adjustment
    or composition of or in respect of the Issuer or any Guarantor under any applicable
    federal, state or United Kingdom law, or appointing a custodian, receiver,
    liquidator, assignee, trustee, sequestrator or other similar official of the
    Issuer or any Guarantor or of any substantial part of their respective property,
    or ordering the winding up or liquidation of the affairs of the Issuer or
    a Guarantor, and the continuance of any such decree or order for relief referred
    to in (i) above or any such other decree or order referred to in (ii) above
    unstayed and in effect for a period of 60 consecutive days; or


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(f)the
    commencement by the Issuer or the Guarantors of a voluntary case or proceeding
    under any applicable federal, state or United Kingdom bankruptcy, insolvency,
    reorganization or other similar law or of any other case or proceeding to
    be adjudicated a bankrupt or insolvent, or the consent by the Issuer or any
    Guarantor to the entry of a decree or order for relief in respect of the Issuer
    or the Guarantors in an involuntary case or proceeding under any applicable
    federal, state or United Kingdom bankruptcy, insolvency, reorganization or
    other similar law or to the commencement of any bankruptcy or insolvency case
    or proceeding against them, or the filing by any of them of a petition or
    answer or consent seeking reorganization or relief under any applicable federal,
    state or United Kingdom law, or the consent by any of them to the filing of
    such petition or to the appointment of or taking possession by a custodian,
    receiver, liquidator, assignee, trustee, sequestrator or other similar official
    of the Issuer or the Guarantors or of any substantial part of their property,
    or the making by any of them of an assignment for the benefit of creditors
    generally, or the admission by any of them in writing or by facsimile of its
    inability to pay their debts generally as they become due, or the taking of
    corporate action by the Issuer or the Guarantors in furtherance of any such
    action;providedthat
    a corporate reconstruction or amalgamation of the Issuer or a Guarantor carried
    out in accordance with U.K. statutory requirements that complies with Section
    8.01 hereof shall not be deemed to constitute an Event of Default for purposes
    of this clause (e) and clause (f) of this Section 5.01 solely because such
    corporate reconstruction or amalgamation involves the filing of a petition
    seeking the reorganization of the Issuer or the appointment of a liquidator
    with respect to the Issuer or its property,providedthat any such corporate reconstruction or amalgamation results immediately
    thereafter in a legal entity which owns substantially those assets of the
    Issuer which the Issuer or the Guarantor, as the case may be, owned immediately
    before such reconstruction or amalgamation occurred;


(g)the
    failure to pay at stated maturity (or the expiration of any grace period)
    any other Indebtedness for borrowed money of the Issuer or any Guarantor or
    any Subsidiary in excess of the greater of $75,000,000 and 5% of Consolidated
    Net Tangible Assets;


(h)the
    entry of a final judgment or order against the Issuer and/or any Guarantor
    in an aggregate amount in excess of the greater of $75,000,000 and 5%
    of Consolidated Net Tangible Assets which shall remain unstayed or undischarged
    for a period of 60 days; or


(i)any
    failure to maintain in full force and effect all Guarantees required under
    this Indenture, including those pursuant to Section 2.05(b) or a Guarantor
    expressly denies or disaffirms its obligations under its Guarantee without
    being released pursuant to Section 2.05(c)


As used herein, the term reorganization shall refer to a reorganization under the bankruptcy, insolvency or other similar laws and shall not be deemed to include a reorganization or scheme of arrangement not involving bankruptcy or insolvency.


Section 5.02Acceleration of Maturity; Rescission and Annulment.


If an Event of Default (other than an Event of Default specified in Section 5.01(e) or Section 5.01(f)) with respect to Securities at the time Outstanding occurs
and is continuing, then in every such case the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities, may, and the Trustee at the request of such Holders shall, declare the principal amount of all the Securities
and any interest accrued thereon (including any


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Additional Amounts) to be due and payable immediately, by a notice in writing
  to the Issuer and to the Trustee, and upon any such declaration such principal
  amount (or specified amount) and any interest accrued thereon (including any
  Additional Amounts) shall become immediately due and payable. If an Event of
  Default specified in Section 5.01(e) or Section 5.01(f) with respect to Securities
  at the time Outstanding occurs, the principal amount of all the Securities
  and any interest accrued thereon (including any Additional Amounts) shall automatically,
  and without any declaration or other action on the part of the Trustee or any
Holder, become immediately due and payable.

The Holders of a majority in aggregate principal amount of the Outstanding Securities by written notice to the Issuer and to the Trustee may waive all past defaults
and rescind and annul a declaration of acceleration and its consequences with respect thereto if:


(a)      all
      existing Events of Default, other than the nonpayment of the principal
      of, premium, if any, and interest on the Securities that have become due
      solely by the declaration of acceleration, have been cured or waived, and


(b)      the
      rescission would not conflict with any judgment or decree of a court of
      competent jurisdiction.


No such rescission shall affect any subsequent default or impair any right consequent thereon. Section
  5.03 Reserved. Section
  5.04Trustee May File Proofs of Claim.


In case of any judicial proceeding relative to the Issuer, the Guarantors or any other obligor upon the Securities, or the property of the Issuer, the Guarantors or
such other obligor or their creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the
Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same after payment in full of all Trustee
fees, costs, expenses, reasonable compensation, disbursements and advances; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07.


No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding;provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a trustee
in bankruptcy or similar
official and be a member of a creditors or other similar committee.


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Section 5.05Trustee May Enforce Claims Without Possession of Securities.


All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities
or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.


Section 5.06Application
of Money Collected.


Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or any premium or interest or any Additional Amounts, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:


FIRST: To the payment of all amounts due the Trustee under Section 6.07;


SECOND: To the payment of the amounts then due and unpaid for principal of and any premium and interest and Additional Amounts on the Securities in respect of which
or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium and interest and Additional Amounts,
respectively; and


THIRD: To the payment of the balance, if any, to the Issuer or any other Person or Persons, including the Guarantors, legally entitled thereto.


Section 5.07 Limitation
on Suits.


No Holder of any Security shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, the Guarantees, the Securities or
for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


(a)      such
      Holder has previously given written notice to the Trustee of a continuing
      Event of Default with respect to the Securities specifying such Event of
      Default and stating that such notice is a Notice of
Default hereunder;


(b)the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default in its own name as Trustee hereunder;


(c)      such
      Holder or Holders have offered to the Trustee indemnity reasonably satisfactory
      to the Trustee against the costs, expenses and liabilities to be incurred
      in compliance with such request;


(d)      the
      Trustee for 60 days after its receipt of such notice, request and offer
      of indemnity has failed to institute any such proceeding; and


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(e)      during
      such 60-day period the Holders of a majority in aggregate principal amount
      of the Outstanding Securities have not given the Trustee a direction that
      is inconsistent with such written request;


it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

Notwithstanding anything to the contrary, the right of a Holder of Securities to receive payment of principal of or interest or any premium on its Security on or
after the Stated Maturity, or to bring suit for the enforcement of any such payment on or after such time, may not be impaired or affected without the consent of such Holder.


Section 5.08Unconditional Right of Holders to Receive Principal, Premium and
Interest.


Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of
the principal of and any premium and (subject to Section 3.07) interest (including Additional Amounts) on such Security on the Stated Maturity expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.


Section 5.09     Restoration of Rights and Remedies.


If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuer, the Guarantors, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


Section 5.10Rights and Remedies
Cumulative.


Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no
right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every
other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.


Section 5.11 Delay
or Omission Not Waiver.


No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or


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constitute a waiver of any such Event of Default or an acquiescence therein.
  Every right and remedy given by this Article or by law to the Trustee or to
  the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

Section 5.12 Control
by Holders.


The Holders of a majority in aggregate principal amount of the Outstanding Securities may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to such Securities. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee
in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Securities not joining in the giving of such direction, and may take any other action it deems proper that is not inconsistent
with any such direction received from Holders of Securities.


Section 5.13 Waiver
of Defaults.


Except as otherwise provided in Section 5.02 and Section 9.02, the Holders of a majority in aggregate principal amount of the Outstanding Securities may, by notice
to the Trustee, waive an existing Default and its consequences. Upon such waiver, the Default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, but no such waiver will extend to any subsequent or
other Default or impair any right consequent thereon.


Section 5.14 Undertaking
for Costs.


In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act;providedthat neither this Section 5.14 nor the Trust Indenture Act shall be deemed to authorize any court to
require such an undertaking or to make such an assessment in any suit instituted by the Issuer or the Guarantors, in any suit instituted by the Trustee, in any suit instituted by any Holder, or group of Holders, holding in the aggregate at least 25%
in aggregate principal amount of the Outstanding Securities, or in any suit instituted by any Holder for the enforcement of the payment of the principal of or any premium or interest (including Additional Amounts) on any Security on or after the
Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date).


Section 5.15     Waiver of Usury, Stay or Extension Laws.


The Issuer and the Guarantors each covenant (to the extent that it may lawfully do so) that they will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer and the Guarantors
each (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that they will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted.


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Section 5.16Notification
          of Event of Default to the Trustee, Entitlement of Trustee to Direct
          Agent Members.


The Issuer will
      immediately notify, pursuant to Section 1.05, the Trustee of the occurrence
      of any Event of Default relating to the Securities. Following the occurrence
      of an Event of Default, the Trustee is entitled to require all Agent Members
to act under the Trustees direction.


ARTICLE 6THE TRUSTEE

Section 6.01Certain Duties and
Responsibilities.


Except during the continuance of an Event of Default, the Trustee need perform only those duties that are specifically set forth in this Indenture and no others,
and no implied covenants or obligations will be read into this Indenture against the Trustee. In case an Event of Default has occurred and is continuing, the Trustee shall exercise those rights and powers vested in it by this Indenture including the
provisions of the Trust Indenture Act incorporated therein. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.01.


The Trustee, as Paying Agent, shall make available, free of charge, to the public at its Corporate Trust Office in London, England, the prospectus approved by the
Financial Services Authority pursuant to the Financial Services and Markets Act 2000 and the Prospectus Rules in respect of the Securities (a copy of which shall be provided by the Issuer to the Trustee for such purposes).


Section 6.02 Notice
of Defaults.


If a default occurs hereunder with respect to the Securities, the Trustee shall give each Holder affected by such event notice of such default actually known to the
Trustee within 90 days after it becomes known to the Trustee unless such default shall have been cured or waived;provided, however,
that in the case of any default of the character specified in Section 5.01(c)
with respect to such Securities, no such notice to Holders shall be given until
at least 30 days after the occurrence thereof. The Trustee shall only be deemed
to actually know of any default if it has received written notice thereof from
the Issuer or any Holder delivered to the Trustees Corporate Trust Department
in accordance with Section 1.05.


No director, officer, employee, incorporator, member or shareholder of the Trustee, as such, will have any liability for any obligations of the Trustee under this
Indenture or for any claim based on, in respect of, or by reason of, such obligations.


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Upon request of the Trustee, but without an affirmative duty on the Trustee to do so, the Issuer and the Guarantors shall execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.


Section 6.03Certain
      Rights of Trustee.


Subject to the provisions of Section 6.01:


(a)the Trustee may conclusively rely and shall
be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper party or parties whether such document is in original or facsimile form;


(b)any request or direction of the Issuer or the
Guarantors mentioned herein shall be sufficiently evidenced by a Issuer Request or Issuer Order, and any resolution of the Board of Directors of the Issuer or the Guarantors shall be sufficiently evidenced by a Board Resolution;


(c)whenever in the administration of this
Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith
on its part, rely upon an Officers Certificate;


(d)the Trustee may consult with counsel and
professional advisors of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;


(e)the Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;


(f)the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its sole and absolute discretion, may make such further inquiry or investigation into such facts or matters as it may see fit at the sole cost of the Issuer (unless such further inquiry or investigation was made at the request of
Holders in compliance with this Indenture, in which case such further inquiry or investigation shall be at the sole cost of the Holders) and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation
except for liability resulting from the Trustee's willful misconduct, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer or the Guarantors,
personally or by agent or attorney;


(g)the Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not


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be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(h)the Trustee shall not be liable for any
action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;


(i)the Trustee shall not be required to monitor
any financial performance of the Issuer or the Guarantors;


(j)the Trustee will not be liable if prevented
or delayed in performing any of its obligations by reason of any present or future law applicable to it, by any governmental or regulatory authority or by any circumstances beyond its control;


(k)the Trustee may request that the Issuer
deliver an Officers Certificate setting forth the names of individuals and titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers Certificate may be signed by any person authorized
to sign an Officers Certificate, including any person as so authorized in any such certificate previously delivered and not superseded;


(l)the Trustee shall have no duty to inquire as
to the performance of the covenants of the Issuer;


(m)in no event shall the Trustee be responsible
or liable for any failure or delay in the performance of its obligations under this Indenture arising out of, or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of
war, natural catastrophes or acts of God; it being understood that the Trustee shall use best efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances;


(n)the Trustee is entitled to assume, without
enquiry, that the Issuer and any Guarantor have performed their obligations in accordance with all of the provisions in this Indenture, unless notified to the contrary;


(o)the rights, privileges, protections,
immunities and benefits of the Trustee, including, without limitation, its rights to be indemnified and all other rights provided in this Section 6.03 are extended to, and shall be enforceable by the Trustee in each of its capacities in which it may
serve; and


(p)the rights of the Trustee under this
Indenture shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful default.


Under no circumstances will the Trustee be liable to the Issuer for any consequential loss (being loss of business, goodwill, opportunity or profit), even if
advised of the possibility of such loss or damage.


Section 6.04Not
Responsible for Recitals or Issuance of Securities.


The recitals contained herein and in the Securities, except the Trustees certificates of authentication, shall be taken as the statements of the Issuer or the
Guarantors, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The


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Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or Guarantees. Neither the Trustee nor any Authenticating Agent shall be accountable for
the use or application by the Issuer of Securities or the proceeds thereof.

Section 6.05May
      Hold Securities.


The Trustee, any Authenticating Agent, any Paying Agent, any Registrar or any other agent of the Issuer or the Guarantors, in its individual or any other capacity,
may become the owner or pledgee of Securities and, subject to Section 6.08 and Section 6.13, may otherwise deal with the Issuer and the Guarantors with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Registrar or such other agent.


Section 6.06Money
      Held in Trust.


Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed in writing with the Issuer or the Guarantors, as the case may be.


Section 6.07Compensation
and Reimbursement.


The Issuer and the Guarantors jointly and severally agree


(a)to pay to the Trustee from time to time such
compensation as may be agreed in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), including but not limited to,
default interest and additional fees after an Event of Default;


(b)except as otherwise expressly provided
herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and
disbursements of its agents, including any Authenticating Agent, and counsel) except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and


(c)to indemnify the Trustee for, and to hold it
harmless against, any and all loss, liability, damage, claim or expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance
or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.


The Trustee shall have a claim prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant
to this Section 6.07, and the obligation to pay such amounts shall survive the payment of the Securities, the resignation or removal of the Trustee and the satisfaction, discharge or other termination of this Indenture.


When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(d) or Section 5.01(e), the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for the services are


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intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law.

The provisions of this Section 6.07 shall survive the termination of this Indenture.


Section 6.08Conflicting
      Interests.


If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.


Section 6.09Corporate
Trustee Required; Eligibility.


There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, shall have a combined
capital and surplus of at least $50,000,000 and shall have its Corporate Trust Office in London, England. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section 6.09 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.09, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.


Section 6.10Resignation
and Removal; Appointment of Successor.


No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11.


The Trustee may resign at any time by giving written notice thereof to the Issuer and the Guarantors; upon receipt of such notice the Issuer shall promptly appoint
a successor Trustee or Trustees. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation to the Issuer, the resigning
Trustee may appoint a successor Trustee reasonably acceptable to the Issuer, such acceptability should not be unreasonably withheld.


The Trustee may be removed at any time by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and
to the Issuer and the Guarantors. Upon such removal, the Issuer shall promptly appoint a successor Trustee or Trustees.


If at any time:


(a)the Trustee shall fail to comply with Section
6.08 after written request therefor by the Issuer or the Guarantors or by any Holder who has been a bona fide Holder of a Security for at least six months;


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(b)the Trustee shall cease to be eligible under
Section 6.09 and shall fail to resign after written request therefor by the Issuer or the Guarantors or by any such Holder; or


(c)the Trustee shall become incapable of acting
or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation,


then, in any such case, (A) the Issuer may remove the Trustee with respect to all Securities and appoint a successor Trustee or Trustees, or (B) subject to Section 5.14, any Holder who has been
a bona fide Holder of a Security for at least six months may, on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the
appointment of a successor Trustee or Trustees,providedthat no Holder shall petition any such court until he
or she has given the Issuer notice as to the occurrence of the events set forth in clause (a), (b) or (c) above and the Issuer shall have failed to take any action for 30 days from such notice.

If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer shall promptly
appoint a successor Trustee and shall comply with the applicable requirements of Section 6.11. If, 30 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Issuer shall have failed to appoint a successor
Trustee, a successor Trustee may be appointed by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities delivered to the Issuer and the Guarantors and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee. If no successor Trustee with respect to the Securities shall have been so appointed by the Issuer
or the Holders and accepted appointment in the manner required by Section 6.11, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself or herself and all others similarly situated, petition any
court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities.


The Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders of Securities in the
manner provided in Section 1.06. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.


Section 6.11Acceptance
of Appointment by Successor.


Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer, to the Guarantors and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Issuer, the Guarantors or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.


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Upon request of any such successor Trustee, the Issuer and the Guarantors shall execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.


No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.


Section 6.12Merger,
      Conversion, Consolidation or Succession to Business.


Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder,providedsuch corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any
paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.


Section 6.13Preferential
      Collection of Claims Against Issuer or Guarantors.


If and when the Trustee shall be or become a creditor of the Issuer or the Guarantors (or any other obligor upon the Securities), the Trustee shall be subject to
the provisions of the Trust Indenture Act regarding the collection of claims against the Issuer or the Guarantors (or any such other obligor).


Section 6.14Appointment of Authenticating Agent.


The Trustee may appoint an Authenticating Agent or Agents of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities issued
upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustees certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Issuer
and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital
and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section 6.14, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the


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provisions of this Section 6.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.14.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided
such corporation shall be otherwise eligible under this Section 6.14, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.


An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Issuer. The Trustee may at any time terminate the agency
of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 6.14, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Issuer and shall give notice of such appointment in the manner provided in Section 1.06 to all
Holders of Securities with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.14.


The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.14, and the Trustee shall be
entitled to be reimbursed for such payments, subject to the provisions of Section 6.07.


If an appointment is made pursuant to this Section 6.14, the Securities may have endorsed thereon, in addition to the Trustees certificate of authentication,
an alternative certificate of authentication in the following form:


This is one of the Securities described in the within mentioned Indenture.


| | The Bank of New York
| | --------------------
| |                     
| |                     
| | By:                 
| |                     
| |                     
| |                     
| | By:                 
| |                     
| |                     

IF ALL OF THE SECURITIES MAY NOT BE ORIGINALLY ISSUED AT ONE TIME, AND IF THE TRUSTEE DOES NOT HAVE AN OFFICE CAPABLE OF AUTHENTICATING SECURITIES UPON ORIGINAL
ISSUANCE LOCATED IN A PLACE OF PAYMENT WHERE THE COMPANY WISHES TO HAVE SECURITIES AUTHENTICATED UPON ORIGINAL ISSUANCE, THE TRUSTEE, IF SOREQUESTED BY THE COMPANY IN WRITING (WHICH WRITING NEED NOT


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COMPLY WITH SECTION 1.02 AND NEED NOT BE ACCOMPANIED BY AN OPINION OF COUNSEL), SHALL APPOINT IN ACCORDANCE WITH THIS SECTION 6.14 AN AUTHENTICATING AGENT HAVING AN OFFICE IN A PLACE OF PAYMENT
DESIGNATED BY THE COMPANY WITH RESPECT SUCH SECURITIES.

ARTICLE 7HOLDERS LISTS
AND REPORTS BY TRUSTEE, ISSUER AND GUARANTORS

Section 7.01Issuer
      and Guarantors to Furnish Trustee Names and Addresses of
Holders.


The Issuer and the Guarantors will furnish or cause to be furnished to the Trustee:


(a)semi-annually, not later than 15 days after
each Regular Record Date in each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities as of such Regular Record Date; and


(b)at such other times as the Trustee may
request in writing within 30 days after the receipt by the Issuer or the Guarantors of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;


excludingfrom any such list names and addresses received by the Trustee in its capacity as Registrar,providedthat no such list will be provided by the Issuer so long as the Trustee is then acting in its capacity as Registrar
maintaining the Register.

Section 7.02Preservation
of Information; Communications to Holders.


The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the
Trustee as provided in Section 7.01 and the names and addresses of Holders received by the Trustee in its capacity as Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.


The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and
privileges of the Trustee, shall be as provided by the Trust Indenture Act.


Every Holder of Securities, by receiving and holding the same, agrees with the Issuer, the Guarantors and the Trustee that neither the Issuer, the Guarantors nor
the Trustee nor any agent of any of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.


Section 7.03Reports
      by Trustee.


The Trustee shall transmit at the expense of the Issuer to Holders such reports concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.


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Reports so required to be transmitted at stated intervals of not more than 12 months shall be dated as of February 1 and transmitted no later than February 1 in
each calendar year, commencing February 1, 2009.


A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are
listed, as applicable, with the Issuer and with the Guarantors. The Issuer will promptly notify the Trustee in writing or by facsimile when any Securities are listed on any stock exchange.


Section 7.04Reports
      by Issuer and Guarantors, Statement by Officers as to Default and
Compliance.


If the Issuer is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act at any time when the Securities are restricted
securities within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer will furnish to any Holder, or to any prospective purchaser designated by such Holder, upon the request of any such Holder or prospective purchaser, financial
and other information described in Rule 144A(d)(4) with respect to the Issuer to the extent required to permit such Holder to comply with Rule 144A in connection with any resale of Securities held by such Holder.


ARTICLE 8CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.01Issuer
or Guarantors May Consolidate, etc., Only on Certain Terms.


None of the Issuer nor any Guarantor shall without the consent of Holders as provided for by Section 9.02, in a single transaction or through a series of
transactions, consolidate with or merge into any other Person or convey, transfer or lease its respective properties and assets substantially as an entirety to any Person, unless, where the Issuer or any Guarantor shall consolidate with or merge
into another Person or, directly or indirectly through one or more Subsidiaries, convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Issuer or any
Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, such properties and assets of the Issuer or the Guarantors substantially as an entirety shall be a corporation, partnership or trust, shall be organized and
validly existing under the laws of England and Wales, Scotland, the Channel Islands, the United States of America, any state thereof or the District of Columbia, any member state of the European Economic Area or Switzerland, and:


(a)such Person shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, the due and punctual payment of the principal of and any premium and interest (including all Additional Amounts, if any, payable pursuant to Section 10.04) on all the Securities
and the performance or observance of every covenant of this Indenture on the part of the Issuer to be performed or observed and, in the case of a Guarantor, the due and punctual performance of the Guarantees and the performance of every covenant of
this Indenture on the part of the Guarantors to be performed or observed;


(b)immediately
after giving effect to such transaction and treating anyIndebtedness which becomes an obligation of the Issuer, the Guarantors or any Subsidiary as


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a result of such transaction as having been incurred by the Issuer, the Guarantors or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or
lapse of time or both, would become an Event of Default, shall have occurred and be continuing;

(c)the Person formed by such consolidation or
into which the Issuer or any Guarantor, as the case may be, is merged or to whom the Issuer or any Guarantor, as the case may be, has conveyed, transferred or leased its properties or assets agrees to indemnify the Holder of each Security against
(i) any tax, assessment or governmental charge imposed on any such Holder or required to be withheld or deducted from any payment to such Holder as a consequence of such consolidation, merger, conveyance, transfer or lease; and (ii) any costs or
expenses of the act of such consolidation, merger, conveyance, transfer or lease;


(d)if, as a result of any such consolidation or
merger or such conveyance, transfer or lease, properties or assets of the Issuer or any Guarantor would become subject to a Lien which would not be permitted by this Indenture, the Issuer, any Guarantor or such successor Person, as the case may be,
shall take such steps as shall be necessary effectively to secure the Securities equally and ratably with (or prior to) all Indebtedness secured thereby or otherwise cause all such properties or assets to be unconditionally released from and
relieved of all obligations and covenants under such Lien within a period of 60 days of the Issuer, any Guarantor or such successor Person becoming subject to such Lien; and


(e)the Issuer or the Guarantor, as the case may
be, has delivered to the Trustee an Officers Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction,
such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.


Notwithstanding the foregoing, the Person formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, or
which leases, such properties and assets of the Issuer substantially as an entirety, shall not be subject to the provisions of Section 8.01 or Section 8.02 hereof if the Issuer shall designate a successor issuer, as provided in, and in accordance
with, Section 8.03 hereof.


Section 8.02Successor
      Substituted.


Upon any consolidation of the Issuer or any Guarantor with, or merger of the Issuer or any Guarantor into, any other Person or any conveyance, transfer or lease of
the properties and assets of the Issuer or any Guarantor substantially as an entirety in accordance with Section 8.01, the successor Person formed by such consolidation or into which the Issuer or Guarantor is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or the Guarantors, as the case may be, under this Indenture with the same effect as if such successor Person had been named as
the Issuer or the Guarantors herein, as the case may be, and thereafter, except in the case of a lease, the predecessor Person shall be released from and relieved of all obligations and covenants under this Indenture and the Securities.


Section 8.03Successor
      Issuer.


The Issuer shall have the right, subject to the terms set forth below, to elect a successor issuer (which must be the Issuer or a Subsidiary (including any
successor thereof),


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in which event such successor issuer shall succeed to, and be substituted for,
  and may exercise every right and power of the original Issuer under this Indenture,
  with the same effect as if the successor issuer had been named as the Issuer
  in this Indenture and with the same obligations as the Issuer hereunder, in
  which case the predecessor Issuer shall be relieved of all obligations under
  this Indenture, provided that such person is organized under the laws
  of England and Wales, Scotland, the Channel Islands, the United States, any
  State thereof or the District of Columbia, any member state of the European
  Economic Area or Switzerland. No successor issuer shall succeed to, and be
substituted for, the Issuer unless:

(a)          immediately
      after giving effect to such transaction, no Event of Default, and no event
      which, after notice or lapse of time or both, would become an Event of
      Default, shall have happened and be continuing;


(b)          the
      successor issuer agrees to indemnify the Holder of each Security against
      (i) any tax, assessment or governmental charge imposed on any such Holder
      or required to be withheld or deducted from any payment to such Holder
      as a consequence of such consolidation, merger, conveyance, transfer or
      lease; and (ii) any costs or expenses of the act of such consolidation,
      merger, conveyance, transfer or lease; and


(c)          the
      Issuer has delivered to the Trustee an
Officers Certificate and an Opinion of Counsel, each stating that such
succession and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture, comply with this Article and that all
conditions precedent herein provided for relating to such succession have been
complied with.


ARTICLE 9SUPPLEMENTAL INDENTURES

Section 9.01     Supplemental
Indentures Without Consent of Holders.


Without the consent of any Holders, the Issuer, when authorized by a Board Resolution, the Guarantors, when authorized by a Board Resolution, and the Trustee, at
any time and from time to time, may enter into one or more indentures supplemental hereto for any of the following purposes:


(a)          to
      cure any ambiguity, to correct or supplement any provision herein which
      may be defective or inconsistent with any other provision herein, or to
      make any other provisions with respect to matters or questions arising
      under this Indenture;providedthat such action pursuant to this clause (a) shall not adversely affect the interests of the Holders of Securities in
any material respect;


(b)          to
      evidence the succession of another Person to the Issuer or the Guarantors,
      the assumption by any such successor of the covenants of the Issuer or
      of the Guarantors herein and in the Securities or Guarantees as contemplated
under Article 8;


(c)          to
        comply with any applicable requirement of the Trust Indenture Act;


(d)          to
            evidence and provide for the acceptance of appointment hereunder
            by a successor Trustee with respect to the Securities and to add to or change any of the provisions


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of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 6.11;

(e)           to
      add to or change any of the provisions of this Indenture to such extent
      as shall be necessary to permit or facilitate the issuance of Securities
      in uncertificated form;providedthat any such action shall not adversely affect the interests of the Holders of any Securities in any material respect;


(f)          to provide for
any guarantee of the Securities, to secure the Securities or to confirm and evidence
the release, termination or discharge of any guarantee of or Lien securing the
Securities when such release, termination or discharge is permitted by the terms
of this Indenture, including the release of any acceding Guarantor pursuant to
Section
2.05(c);


(g)          to add to the
covenants of the Issuer for the benefit of the Holders of Securities or to surrender
any right or power herein conferred upon the Issuer or the Guarantors;


(h)          to
      add any additional Events of Default for the benefit of the Holders of
      the Securities; or


(i)          to make any other
change that does not materially and adversely affect the rights of Holders of
the Securities.


Section 9.02     Supplemental
Indentures with Consent of Holders.


With the consent of the Holders of not less than 66.66% in aggregate principal amount of the Outstanding Securities affected by such supplemental indenture, by Act
of said Holders delivered to the Issuer, the Guarantors and the Trustee, the Issuer, when authorized by a Board Resolution, the Guarantors, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities under this Indenture;provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby:


(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;


(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 coin or currency other than that stated in
      the Security;


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(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,
      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


(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.


It shall not be necessary for any Act of Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplemental indenture or waiver,
but it shall be sufficient if such Act shall approve the substance thereof.


Section 9.03     Execution
of Supplemental Indentures.


In executing,
      or accepting the additional trusts created by, any supplemental indenture
      permitted by this Article or the modifications thereby of the trusts created
      by this Indenture, the Trustee shall be entitled to receive, and (subject
      to Section 6.01) shall be fully protected in relying upon, an Opinion of
      Counsel stating that the execution of such supplemental indenture is authorized
      or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
      supplemental indenture which affects the Trustees own rights, duties
or immunities under this Indenture or otherwise.


Section 9.04     Effect
of Supplemental Indentures.


Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall
form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.


Section 9.05     Conformity
With Trust Indenture Act.


Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.


Section 9.06     Reference
in Securities to Supplemental Indentures.


Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a
notation in form approved by the Issuer and the Trustee as to any matter provided for in such supplemental indenture. If the Issuer shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Issuer, to any
such supplemental indenture may be prepared and executed by the Issuer, the Guarantees of the Guarantors may be


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endorsed thereon and such securities may be authenticated and delivered by the
Trustee in exchange for Outstanding Securities.

ARTICLE 10COVENANTS

Section 10.01     Payment
of Principal, Premium and Interest.


The Issuer covenants and agrees for the benefit of the Holders of the Securities that it will duly and punctually pay the principal of and any premium and interest
and Additional Amounts on the Securities in accordance with the terms of the Securities and this Indenture.


Section 10.02     Maintenance
of Office or Agency.


The Issuer and the Guarantors will maintain in each Place of Payment an office or agency where Securities may be presented or surrendered for payment, where
Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer in respect of the Securities or the Guarantees and this Indenture may be served.


The Issuer and the Guarantors will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency (if such
office or agency is not provided by the Trustee). If at any time the Issuer or the Guarantors shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Issuer and the Guarantors each hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.


The Issuer may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations;provided, however, that no such designation or
rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in each Place of Payment for such purposes. The Issuer will give prompt written notice to the Trustee of any such designation or rescission and of
any change in the location of any such other office or agency.


Section 10.03     Money
for Securities Payments to Be Held in Trust.


If the Issuer or any Guarantor shall at any time act as their own Paying Agent with respect to any Securities, it will, on or before each due date of the principal
of or any premium or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.


Whenever the Issuer shall have one or more Paying Agents for the Securities, it will, on or prior to each due date of the principal of or any premium or interest on
any Securities, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of its action or
failure so to act.


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The Issuer will cause each Paying Agent for the Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section 10.03, that such Paying Agent will (a) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (b) during the continuance of any default by
the Issuer (or any other obligor upon the Securities) in the making of any payment in respect of the Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect
of the Securities.


The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct
any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such
payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.


Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or any Guarantor, in trust for the payment of the principal of or any premium
or interest on any Security and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Issuer on Issuer Request, or (if then held by the Issuer or any Guarantor) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Issuer or the Guarantors for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such
trust money, and all liability of the Issuer and the Guarantors as trustee thereof, shall thereupon cease;provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.


Section 10.04Additional
      Amounts.


The Issuer or the Guarantors, as the case may be, will pay to the Holder of any Security Additional Amounts as provided therein. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security or the net proceeds received on the sale or exchange of any Security, such mention shall be deemed to include mention of the
payment of Additional Amounts provided for in this Section 10.04 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 10.04 and express mention of the
payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.


At least 10 days
      prior to the first Interest Payment Date with respect to the Securities,
      and at least 10 days prior to each date of payment of principal and any
      premium or interest if there has been any change with respect to the matters
      set forth in the below mentioned Officers Certificate, the Issuer will furnish the Trustee and the Issuers principal Paying Agent or Paying Agents, if other
than the Trustee, with an Officers Certificate instructing the Trustee
and such Paying Agent or Paying Agents whether such payment of principal of and


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any premium or interest on the Securities shall be made to Holders of Securities
  without withholding for or on account of any tax, assessment or other governmental
  charge as described in the Securities. If any such withholding shall be required,
  then such Officers Certificate shall specify by country the amount, if
  any, required to be withheld on such payments to such Holders of Securities
  and the Issuer or the Guarantors, as the case may be, will pay to the Trustee
  or such Paying Agent or Paying Agents the Additional Amounts required by this
  Section 10.04. The Issuer and the Guarantors covenant to indemnify the Trustee
  and any Paying Agent for, and to hold them harmless against, any loss, liability
  or expense reasonably incurred without negligence or bad faith on their part
  arising out of or in connection with actions taken or omitted by any of them
  in reliance on any Officers Certificate furnished pursuant to this Section
10.04.

Section
    10.05     Statement by Officers as to
    Default.


The Issuer and
      the Guarantors each will so long as any of the Securities is outstanding,
      deliver to the Trustee, by October 1 of each year, an Officers
Certificate, stating whether or not to the best knowledge of the signers thereof
      the Issuer or any Guarantor, as the case may be, is in default in the performance
      and observance of any of the terms, provisions and conditions of this Indenture
      (without regard to any period of grace or requirement of notice provided
      hereunder) and, if the Issuer or the Guarantors shall be in default, specifying
      all such defaults and the nature and status thereof of which they may have
knowledge.


Section 10.06Existence.


Subject to Article 8, the Issuer and the Guarantors each will do or cause to be done all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises;provided, however, that each of the Issuer and the
Guarantors shall not be required to preserve any such right or franchise if its respective Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer or the Guarantors, as the
case may be, and that the loss thereof is not disadvantageous in any material respect to the Holders.


Section 10.07Reserved.


Section 10.08Limitation
        on Liens.


Neither the Issuer nor any Subsidiary will create, assume, incur or suffer to exist any Lien on all or any part of their respective present or future undertakings,
assets, rights or revenues to secure Indebtedness unless contemporaneously therewith or prior thereto the Securities are equally and ratably secured for so long as such other Indebtedness shall be so secured, except: (i) Permitted Encumbrances; (ii)
any Lien that is not a Permitted Encumbrance,providedthat
at the time any such Lien is incurred, the aggregate amount of such Lien together
with all other Liens that are not a Permitted Encumbrance does not, in the aggregate,
exceed the greater of (A) $450,000,000 and (B) 30% of Consolidated Net Tangible
Assets.


Section 10.09Waiver
        of Certain Covenants.


Except as provided in Section 9.02 the Issuer
    and the Guarantors may, with respect to the Securities, omit in any particular
    instance to comply with any term,  provision or condition set forth in any
    covenant for the benefit of the Holders if before the time for such compliance


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the Holders of at least 66.66% in aggregate principal amount of the Outstanding
  Securities shall, by Act of such Holders, either waive such compliance in such
  instance or generally waive compliance with such term, provision or condition,
  but no such waiver shall extend to or affect such term, provision or condition
  except to the extent so expressly waived, and, until such waiver shall become
  effective, the obligations of the Issuer and the Guarantors and the duties
  of the Trustee in respect of any such term, provision or condition shall remain
in full force and effect.

ARTICLE 11DEFEASANCE AND COVENANT
DEFEASANCE

Section
11.01     Option of Issuer and Guarantors
to Effect Covenant
Defeasance.


The Issuer or the Guarantors may elect, at their option at any time, to have Section 11.03 applied to any Securities upon compliance with the conditions set forth
below in this Article. Any such election shall be evidenced by a Board Resolution.


Section
11.02     Reserved.


Section
11.03     Covenant Defeasance.


After the 123rd
      day following the deposit referred to in Section 11.04(a) and subject to
      Section 11.04, the Issuers obligations relating to the Securities
      set forth in Section 2.05, Section 8.01 and Section 10.08, and Section
5.01(d) will no longer constitute Events of Default.


Section
11.04     Conditions to Covenant Defeasance.


The following shall be the conditions to application of Section 11.03 to the then Outstanding Securities:


(a)      The
      Issuer shall irrevocably have deposited or caused to be deposited with
      the Trustee (or another trustee satisfying the requirements of Section
      6.09 who shall agree to comply with the provisions of this Article 11 applicable
      to it) as trustee funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
      to, the benefit of the Holders of such Securities, (i) money (U.S. Dollars)
      in an amount, or (ii) U.S. Government Obligations, which through the scheduled
      payment of principal and interest in respect thereof in accordance with
      their terms will provide, not later than one day before the due date of
      any payment, money in an amount, or (iii) a combination thereof, sufficient,
      in the opinion of an internationally
recognized firm of independent public accountants expressed in a written certification
      thereof delivered to the Trustee, to pay and discharge, and which shall
      be applied by the Trustee (or other qualifying trustee) to pay and discharge,
      the principal of and each installment of interest on the Securities on
      the Stated Maturity of such principal or installment of interest in accordance
      with the terms of this Indenture and of such Securities. For this purpose, U.S. Government Obligations means
      securities that are (x) direct obligations of the United States of America
      for the payment of which its full faith and credit is pledged or (y) obligations
      of a Person controlled or supervised by and acting as an agency or instrumentality
      of the United States of America the payment of which is unconditionally
      guaranteed as a full
faith and credit obligation by the


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United States of America, which, in either case, are not callable or redeemable
at the option of the issuer thereof, and shall also include a depository receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian
with respect to any such U.S.Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt;providedthat (except as required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such
depository receipt.

(b)     Reserved.


(c)     In the
      case of an election under Section 11.03, the Issuer shall have delivered
      tothe Trustee
(i) a ruling by the Internal Revenue Service or an Opinion of U.S. counsel of
recognized standing with respect to
  United States federal income tax matters (which may be based upon an Internal
  Revenue Service ruling) to the effect that beneficial owners of the Outstanding
  Securities will not recognize income, gain or loss for United States federal
  income tax purposes as a result of such deposit and covenant defeasance and
  will be
subject to United States Federal income tax on the same amounts, in the same
  manner and at the same times as would have been the case if such deposit and
  covenant defeasance had not occurred, (ii) a ruling from the HM Revenue & Customs or an
Opinion of U.K. counsel of recognized standing with respect to United Kingdom income tax matters (which may be based on a ruling from the HM Revenue & Customs)
to the effect that the beneficial owners of the Outstanding Securities will not
recognize income, gain or loss for U.K. income tax purposes as a result of such
deposit and defeasance and will be subject to U.K. income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
deposit
and covenant defeasance had not occurred, and (iii) an Opinion of U.S. and U.K.
Counsel to the effect that, under the respective laws in the U.S. and the U.K.
in effect at the time of such deposit, payments made from the defeasance trust
would not require the payment of Additional Amounts if the provisions of Section
10.04 above were applicable to such payments.


(d)      The
      Issuer shall have delivered to the
Trustee an Officers Certificate to the effect that the Securities if then
listed on any securities exchange, will not be delisted as a result of such deposit.


(e)      Such
      covenant defeasance shall not cause the Trustee to have a conflicting interest
      for purposes of the Trust Indenture Act with respect to any securities
      of the Issuer.


(f)      No
      Event of Default or event which with notice or lapse of time or both would
      become an Event of Default shall have occurred and be continuing on the
      date of such deposit or, insofar as Section 5.01(e) and Section 5.01(f)
      are concerned, at any time during the period ending on the 121st
day after the date of such deposit (it being understood that this condition shall
      not be deemed satisfied until the expiration of such period).


(g)      Such
      covenant defeasance shall not result in a material breach of, or constitute
      a material default under, any other agreement or instrument evidencing
      Indebtedness incurred by the Issuer or by which it is bound.


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(h)     The
      Issuer shall have delivered to the
Trustee an Officers Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for relating to the covenant defeasance
under Section 11.03 have been complied with.


(i)     The
      Issuer shall have delivered to the Trustee an Opinion of Counsel to the
      effect that covenant defeasance shall not result in the trust arising from
      such deposit to be subject to regulation as an investment company under
      the Investment Company Act or such trust shall be qualified under
such act.


Section 11.05Deposited
        Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
        Provisions.


Subject to the
      provisions of the last paragraph of Section 10.03, all money and U.S. Government
      Obligations (including the proceeds thereof) deposited with the Trustee
      or other qualifying trustee (solely for purposes of this Section 11.05
      and Section 11.06, the Trustee and any such other trustee are referred
      to collectively as the Trustee)
      pursuant to Section 11.04 in respect of any Securities shall be held in
      trust and applied by the Trustee, in accordance with the provisions of
      such Securities and this Indenture, to the payment, either directly or
      through any such Paying Agent (including the Issuer or the Guarantors acting
      as their own Paying Agent) as the Trustee may determine, to the Holders
      of such Securities, of all sums
due and to become due thereon in respect of principal and any premium and interest,
      but money so held in trust need not be segregated from other funds except
to the extent required by law.


The Issuer or the Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 11.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities.


Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer or the Guarantors from time to time upon Issuer Request any
money or U.S. Government Obligations held by it as provided in Section 11.04 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Covenant Defeasance, as the case may be, with respect to such Securities.


Section 11.06Reinstatement.


If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Issuer and the Guarantors have been discharged or released pursuant to
Section 11.03 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to
Section 11.05 with respect to such Securities in accordance with this Article;provided, however, that if the
Issuer or a Guarantor makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Issuer or such Guarantor, as the case may be, shall be subrogated to the


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rights, if any, of the Holders of such Securities to receive such payment from
the money so held in trust.

ARTICLE 12REDEMPTION; OFFER
TO PURCHASE

Section
12.01     Optional Redemption Other than
for Taxation Reasons.


(a)     The
      Issuer will have the right at its option to redeem the Securities in whole
      or in part, at any time or from time to time prior to their Stated Maturity,
      on at least 30 days but not more than 60 days prior notice
      by first class mail, postage prepaid, to Holders of the Securities. On
      and after the Redemption Date, interest will cease to accrue on the Securities
      or any portion of the Securities called for redemption (unless the Issuer
      defaults in the payment of the Redemption Price and accrued interest).
      On or before the
Business Day before the Redemption Date, the Issuer will deposit with the Trustee
      money sufficient to pay the Redemption Price of, and (unless the Redemption
      Date shall be an Interest Payment Date) any accrued interest to the Redemption
      Date on, the Securities to be redeemed on such date. If less than all of
      the Securities are to be redeemed, the Securities to be redeemed shall
      be selected by the Trustee in accordance with the guidelines of the applicable
      Depositary. The Securities may be
redeemed at a redemption price equal to the greater of (i) 100% of the aggregate
      principal amount of the Securities and (ii) the sum of the present values
      of each remaining scheduled payment of principal and interest thereon (exclusive
      of interest accrued to the Redemption Date) discounted to the Redemption
      Date on a semi-annual basis (assuming a 360-day year consisting of twelve
      30-day months) at the Treasury Rate plus 40 basis points, plus in each
      case accrued interest (including Additional
Amounts, if any) on the principal amount of such to, but not including, the Redemption
      Date.


(b)     The
      Issuer will have the right at its option to redeem or purchase, or procure
      the purchase of, the Securities in whole and not in part, if 80% or more
      in principal amount of the Securities outstanding immediately prior to
      the Optional Redemption Date have been redeemed or purchased pursuant
to a Put Event, on at least 30 days but not more than 60 days prior
notice by first class mail, postage prepaid, to Holders of Securities, such notice
to be given within 30 days after the Optional Redemption Date. On and after the
Redemption Date, interest will cease to accrue on the Securities (unless the
Issuer defaults in the payment of the Redemption Price and accrued interest).
At least one Business Day before the Redemption Date, the Issuer will deposit
with the Trustee
money sufficient to pay the Redemption Price (unless the Redemption Date shall
be an interest payment date) and any accrued interest to the Redemption Date
on the Securities. The Securities may be redeemed at a Redemption Price equal
to 101% of the aggregate principal amount of the Securities, together with unpaid
interest (including Additional Amounts, if any) on the principal amount of such
Securities accrued to, but not including, the Redemption Date. Notwithstanding
the foregoing, the
Company shall not be entitled to redeem or purchase, or procure the purchase
of, the Securities pursuant to this paragraph if the Redemption Date pursuant
to this paragraph would occur on or prior to the Redemption Date set forth in
a notice
previously given pursuant to paragraph (a) above.


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Section 12.02Method
      and Effect of Redemption.


(a)If the Issuer elects to redeem or purchase,
or procure the purchase of, Securities pursuant to Section 12.01 hereof, it must notify the Trustee of the Redemption Date and the principal amount of Securities to be redeemed or purchased by delivering an Officers Certificate at least 60
days before the applicable Redemption Date (unless a shorter period is satisfactory to the Trustee). If, in the case of a redemption pursuant to Section 12.01(a), fewer than all of the Securities are being redeemed, the Officers Certificate
must also specify a record date not less than 15 days after the date of the notice of redemption is given to the Trustee, and the Trustee will select the Securities to be redeemed,pro rata, by lot or by any other method the Trustee in its sole discretion deems fair and appropriate, in denominations of $2,000 principal amount and integral
multiples of $1,000 in excess thereof. The Trustee will notify the Issuer promptly of the Securities or portions of Securities to be called for redemption. Notice of redemption must be sent by the Issuer or at the Issuers request, by the
Trustee in the name and at the expense of the Issuer, to Holders whose Securities are to be redeemed or purchased at least 30 days but not more than 60 days before the Redemption Date.


(b)The notice of redemption will identify the
Securities to be redeemed and will include or state the following:


(i) the Redemption Date;


(ii)
    the Redemption Price, including the portion thereof
  representing any accrued
  interest;


(iii)
    the place or places where Securities are to be surrendered
  for redemption or purchase;


(iv)  whether Securities called for redemption or purchase  must be so surrendered in order to collect the Redemption Price;


(v)     on
  the Redemption Date the Redemption Price will become due and payable on Securities
  called for redemption or purchase, and
  interest on Securities called for redemption or purchase will cease to accrue
on and after the Redemption Date;


(vi)     (A) if any Global Security is being redeemed in part, the portion of the principal amount of such security to be redeemed and that, after the Redemption Date,
upon surrender of such Global Security, the Global Security with a notation on Schedule of Increases/Decreases thereof adjusting the principal amount thereof to be equal to the unredeemed portion, will be returned and (B) if any Definitive Security
is being redeemed in part, the portion of the principal amount of such security to be redeemed and that, after the Redemption Date, upon surrender of such Definitive Security, a new Definitive Security or Securities in principal amount equal to the
unredeemed portion thereof will be returned; and


(vii)     if
    any Security contains a CUSIP, common code or ISIN number,
    no representation is being made as to the correctness of the
CUSIP, common code or ISIN number either
as printed on the Securities or as contained


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in the notice of redemption and that the Holder should rely only on the other identification numbers printed on the Securities.


(c)Once notice of redemption is sent to the
Holders, Securities called for redemption or purchase become due and payable at the Redemption Price on the Redemption Date, and upon surrender of the Securities called for redemption or purchase, the Issuer shall redeem or purchase, or procure the
purchase of, such Securities at the Redemption Price. Commencing on the Redemption Date, Securities redeemed will cease to accrue interest (unless the Issuer defaults in the payment of the Redemption Price and occurred interest).


(d)Upon surrender of a Global Security that is
redeemed in part, the Trustee shall make a notation on Schedule of Increases/Decreases thereof to reduce the principal amount of such Global Security to an amount equal to the unredeemed portion of the Global Security surrendered,providedthat each such Global Security shall be in a principal amount of $2,000 or integral multiples of $1,000 in
excess thereof. Upon surrender of a Definitive Security that is redeemed in part, the Trustee shall authenticate for the Holder a new Definitive Security equal in principal amount to the unredeemed portion of the Definitive Security Surrendered.


ARTICLE 13MISCELLANEOUSPROVISIONS

Section 13.01No
      Personal Liability.


To the fullest extent permitted by applicable law, no director, officer, employee, incorporator, member or shareholder of the Issuer or any Guarantor, as such will
have any liability for any obligations of the Issuer or such Guarantor under the Securities, any Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations. Each Holder by accepting a Security waives and
releases all such liability. The waiver and release are part of the consideration for issuance of the Securities.


Section 13.02Additional
      Securities.


(a)The Issuer may issue, pursuant to a
supplemental indenture to this Indenture, further Securities and increase the principal amount of the Securities having the same ranking, the same interest rate, maturity and CUSIP numbers as Securities issued pursuant to this Indenture;provided, however, that any further Securities that are issued will be issued (i) pursuant to a qualified
reopening, as that term is defined in U.S. Treasury Regulations Section 1.1275 -2(k) (or any successor law or regulation), or (ii) with less thande
minimisoriginal issue discount for United States federal income tax purposes (determined as of the date the further Securities are issued).


(b)The Issuer may not issue additional
Securities if an Event of Default has occurred.


Section 13.03Payments
for Consents.


Neither the Issuer nor any of its Controlled Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or
otherwise, to any Holder of the Securities for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Securities unless such consideration is


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offered to be paid or agreed to be paid to all Holders of the Securities that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation
documents relating to the consent, waiver or amendment, except that no offer or payment need to be made to Holders in any jurisdiction where such offer or payment could not lawfully be made without incurrence of unreasonable effort or expense.

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.


[The remainder of this page has been intentionally left blank.]


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


| | BRITISH SKY BROADCASTING  
| | --------------------------
| | GROUP
      PLC           
| |                           
| |                           
| | By:                       
| |                           
| |                           
| |                           
| |                           
| | BRITISH SKY BROADCASTING  
| | LIMITED                   
| |                           
| |                           
| | By:                       
| |                           
| |                           
| |                           
| |                           
| | BSKYB FINANCE UK PLC      
| |                           
| |                           
| | By:                       
| |                           
| |                           
| |                           
| |                           
| | BSKYB INVESTMENTS LIMITED 
| |                           
| |                           
| | By:                       
| |                           
| |                           
| |                           
| |                           
| | BSKYB PUBLICATIONS LIMITED
| |                           
| |                           
| | By:                       
| |                           
| |                           
| |                           
| |                           
| | SKY SUBSCRIBERS SERVICES  
| | LIMITED                   
| |                           
| |                           
| | By:                       
| |                           
| |                           

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| | THE BANK OF NEW YORK
| | --------------------
| | as Trustee          
| |                     
| |                     
| | By:                 
| |                     
| |                     
| |                     
| |                     
| | THE BANK OF NEW YORK
| | as Paying Agent     
| |                     
| |                     
| | By:                 
| |                     
| |                     

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ANNEX AForm of Regulation S Certificate

REGULATION S CERTIFICATE

(For transfers pursuant to § 3.05(h)(v) and (vi) of this Indenture)

The Bank of New YorkOne Canada SquareLondon E14 5ALEngland

Attn: [ ______ ]

Re:      6.10% Notes
    due 2018 of British Sky Broadcasting Group plc (the Securities)


Reference is made to the Indenture, dated as of February 15, 2008 (the Indenture), among British Sky Broadcasting Group plc (the Issuer), British Sky Broadcasting Limited, BSkyB Finance Limited, BSkyB Investments Limited, BSkyB Publications Limited and Sky Subscribers Services Limited (the Guarantors) and The Bank of New York, as Trustee. Terms used herein and defined in the Indenture or in Regulation S or Rule
144 under the U.S. Securities Act of 1933 (the Securities Act) are used herein as so defined.


This certificate relates to [$____________
    ] principal amount of Securities, which are evidenced by the following certificate(s)
    (the Specified Securities):


[CUSIP No(s). ____________COMMON CODE No. ____________

ISIN No(s). ____________ ]

CERTIFICATE No(s). ____________

The person in whose name this certificate is executed below (the Undersigned) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities, (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so or (iii) it is the Holder of a Global Security and has received a certification to the effect set forth below. Such beneficial owner or owners are referred to herein
collectively as the Owner. If the Specified Securities are not represented by a Global Security, they
are registered in the name of the Undersigned, as or on behalf of the Owner.


The Owner has requested that the Specified Securities be transferred to a person (the Transferee) who will take delivery in the form of a Regulation S Security. In connection with such transfer, the Owner hereby certifies or has certified that,
unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in accordance with Rule 904 of Regulation S or Rule 144 under the Securities


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Act and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies or has certified as follows:

(a)Rule
    904 Transfers.If the transfer is being
    effected in accordance with Rule 904 of Regulation S:


(i)the Owner is not a distributor of the Securities,
    an affiliate of the Issuer or any such distributor or a person acting on behalf
    of any of the foregoing;


(ii)the
    offer of the Specified Securities was not made to a person in the United States
    or for the account or benefit of a U.S. Person;


(iii)      either:


(A)      at the time
      the buy order was originated, the Transferee was outside the United States
      or the Owner and any person acting on its behalf reasonably believed that
      the Transferee was outside the United States, or


(B)the
    transaction is being executed in, on or through the facilities of the Eurobond
    market, as regulated by the International Securities Market Association or
    another designated offshore securities market and neither the Owner nor any
    person acting on its behalf knows that the transaction has been prearranged
    with a buyer in the United States;


(iv)no
    directed selling efforts have been made in the United States by or on behalf
    of the Owner or any affiliate thereof;


(v)if the Owner is a dealer in securities
    or has received a selling concession, fee or other remuneration in respect
    of the Specified Securities, and the transfer is to occur during the Restricted
    Period, then the requirements of Rule 904(c)(1) have been satisfied; and


(vi)the transaction is not part of a plan or
    scheme to evade the registration requirements of the Securities Act.


(b) Rule
        144 Transfers.If the transfer is being effected pursuant to Rule
    144:


(i)      and if
      the transfer is occurring after August 15, 2008 and beforeFebruary
    15, 2009, (A) the Issuer is, and has for 90 days immediately prior to the
    transfer been, subject to the reporting requirements of Section 13 or 15(d)
    of the Securities Exchange Act of 1934, (B) the Issuer is in compliance with
    the current public information requirement of Rule 144 and (C) either (1)
    the Owner is not, and during the preceding three months has not been, an Affiliate
    of the Issuer; or (2) the transfer is being effected in accordance with the
    applicable amount, manner of sale and notice requirements of Rule 144; or


(ii)and if the transfer is occurring after
    February 15, 2009, either (1) the Owner is not, and during the preceding three
    months has not been, an Affiliate of the Issuer or (2) the transfer is being
    effected in accordance with the applicable amount, manner of sale, current
    public information and notice requirements of Rule 144.


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This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Purchasers.


Dated:(Print the name of the Undersigned,
        assuch term is defined in the
        secondparagraph of this certificate.)By:
      ______________________________Name:Title:(If the Undersigned is a corporation,partnership or fiduciary, the
        title of theperson signing on
        behalf of theUndersigned must
        be stated.) A-3


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| | ANNEX B | Form of Restricted    
| | ------- | ----------------------
| |         | Securities Certificate

RESTRICTED SECURITIES CERTIFICATE

(For transfers pursuant to § 3.05(h)(iv) and (vii) of this Indenture)

The Bank of New YorkOne Canada SquareLondon E14 5ALEngland

Attn: [ ______ ]

Re:      6.10% Notes
    due 2018 of British Sky Broadcasting Group plc (the Securities)


Reference is made to the Indenture, dated as of February 15, 2008 (the Indenture), among British Sky Broadcasting Group plc (the Issuer), British Sky Broadcasting Limited, BSkyB Finance UK plc, BSkyB Investments Limited, BSkyB Publications Limited and Sky Subscribers Services Limited (the Guarantors) and The Bank of New York, as Trustee. Terms used herein and defined in the Indenture or in Regulation S or Rule
144A under the U.S. Securities Act of 1933 (the Securities Act) are used herein as so defined.


This certificate relates to [$_____________
    ] principal amount of Securities, which are evidenced by the following certificate(s)
    (the Specified Securities):


[CUSIP No(s). ____________COMMON CODE ____________ISIN No(s). ____________ ]

CERTIFICATE No(s). ____________

The person in whose name this certificate is executed below (the Undersigned) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities, (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so or (iii) it is the Holder of a Global Security and has received a certification to the effect set forth below. Such beneficial owner or owners are referred to herein
collectively as the Owner. If the Specified Securities are not represented by a Global Security, they
are registered in the name of the Undersigned, as or on behalf of the Owner.


The Owner has requested that the Specified Securities be transferred to a person (the Transferee) who will take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies or has certified that,
unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all


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applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies or has certified that:

(a)Rule
    144A Transfers.If the transfer is
    being effected in accordance with Rule 144A:


(i)      the Specified
    Securities are being transferred to a person that the Owner and any person
    acting on its behalf reasonably believe is a qualified institutional
    buyer within the meaning of Rule 144A, acquiring for its own account
    or for the account of a qualified institutional buyer in a transaction meeting
    the requirements of Rule 144A; and


(ii)the
    Owner and any person acting on its behalf have taken reasonable steps to ensure
    that the Transferee is aware that the Owner may be relying on Rule 144A in
    connection with the transfer.


(b)      Rule
        144 Transfers.If the transfer is being effected pursuant to Rule
    144:


(i)      and if
      the transfer is occurring after August 15, 2008 and before February
    15, 2009, (A) the Issuer is, and has for 90 days immediately prior to the
    transfer been, subject to the reporting requirements of Section 13 or 15(d)
    of the Securities Exchange Act of 1934, (B) the Issuer is in compliance with
    the current public information requirement of Rule 144 and (C) either (1)
    the Owner is not, and during the preceding three months has not been, an Affiliate
    of the Issuer; or (2) the transfer is being effected in accordance with the
    applicable amount, manner of sale and notice requirements of Rule 144; or


(ii)and if the transfer is occurring after
    February 15, 2009, either (1) the Owner is not, and during the preceding three
    months has not been, an Affiliate of the Issuer or (2) the transfer is being
    effected in accordance with the applicable amount, manner of sale, current
    public information and notice requirements of Rule 144.


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This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Purchasers.


Dated:

| | 
| | 
| | 
| | 
| | 
| | 
| | 
| | 
| | 
| | 
| | 
| | 
| | 

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|CITY OF LONDON | )     
|-------------- | ------
|               | ) ss.:
|ENGLAND        | )     

I, David J. Gormley, Company Secretary of British Sky Broadcasting Group plc, do hereby certify, in such capacity, that David Jeremy Darroch is a duly elected,
qualified and acting director of British Sky Broadcasting Group plc and that the signature appearing in this Indenture is his genuine signature and that he signed his name thereto by the authority of the Board of Directors of British Sky
Broadcasting Group plc.


IN WITNESS WHEREOF, I have executed this certification this 15th day of February, 2008.


| |                         
| | ------------------------
| |                         
| |                         
| |                         
| | Name: David J. Gormley  
| | Title: Company Secretary
| |                         

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|CITY OF LONDON | )     
|-------------- | ------
|               | ) ss.:
|ENGLAND        | )     

I, David J. Gormley, Company Secretary of British Sky Broadcasting Limited, do hereby certify, in such capacity, that David Jeremy Darroch is a duly elected,
qualified and acting director of British Sky Broadcasting Limited and that the signature appearing in this Indenture is his genuine signature and that he signed his name thereto by the authority of the Board of Directors of British Sky Broadcasting
Limited.


IN WITNESS WHEREOF, I have executed this certification this 15th day of February, 2008.


| |                         
| | ------------------------
| |                         
| |                         
| |                         
| | Name: David J. Gormley  
| | Title: Company Secretary
| |                         

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|CITY OF LONDON | )     
|-------------- | ------
|               | ) ss.:
|ENGLAND        | )     

I, David J. Gormley, Company Secretary of BSkyB Finance UK plc, do hereby certify, in such capacity, that David Jeremy Darroch is a duly elected, qualified and
acting director of BSkyB Finance UK plc and that the signature appearing in this Indenture is his genuine signature and that he signed his name thereto by the authority of the Board of Directors of BSkyB Finance UK plc.


IN WITNESS WHEREOF, I have executed this certification this 15th day of February, 2008.


| |                         
| | ------------------------
| |                         
| |                         
| |                         
| | Name: David J. Gormley  
| | Title: Company Secretary
| |                         

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|CITY OF LONDON | )     
|-------------- | ------
|               | ) ss.:
|ENGLAND        | )     

I, David J. Gormley, Company Secretary of BSkyB Investments Limited, do hereby certify, in such capacity, that David Jeremy Darroch is a duly elected, qualified and
acting director of BSkyB Investments Limited and that the signature appearing in this Indenture is his genuine signature and that he signed his name thereto by the authority of the Board of Directors of BSkyB Investments Limited.


IN WITNESS WHEREOF, I have executed this certification this 15th day of February, 2008.


| |                         
| | ------------------------
| |                         
| |                         
| |                         
| | Name: David J. Gormley  
| | Title: Company Secretary
| |                         

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|CITY OF LONDON | )     
|-------------- | ------
|               | ) ss.:
|ENGLAND        | )     

I, David J. Gormley, Company Secretary of BSkyB Publications Limited, do hereby certify, in such capacity, that David Jeremy Darroch is a duly elected, qualified
and acting director of BSkyB Publications Limited and that the signature appearing in this Indenture is his genuine signature and that he signed his name thereto by the authority of the Board of Directors of BSkyB Publications Limited.


IN WITNESS WHEREOF, I have executed this certification this 15th day of February, 2008.


| |        |                  
| | ------ | -----------------
| |        |                  
| |       
| | Name:  | David J. Gormley 
| | Title: | Company Secretary
| |        |                  

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|CITY OF LONDON | )     
|-------------- | ------
|               | ) ss.:
|ENGLAND        | )     

I, David J. Gormley, Company Secretary of Sky Subscribers Services Limited, do hereby certify, in such capacity, that David Jeremy Darroch is a duly elected,
qualified and acting director of Sky Subscribers Services Limited and that the signature appearing in this Indenture is his genuine signature and that he signed his name thereto by the authority of the Board of Directors of Sky Subscribers Services
Limited.


IN WITNESS WHEREOF, I have executed this certification this 15th day of February, 2008.


| |        |                  
| | ------ | -----------------
| |        |                  
| |       
| | Name:  | David J. Gormley 
| | Title: | Company Secretary
| |        |                  

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