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Exhibit 4.4


Conformed Copy


Dated                     15 May                      2003







SECOND SUPPLEMENTAL AGREEMENT



relating to a



£300,000,000

REVOLVING CREDIT FACILITY

dated 8 March 2001

(as subsequently amended on 26 April 2002

and partially cancelled on 21 March 2003)



for



BRITISH SKY BROADCASTING GROUP PLC



Guaranteed by

CERTAIN SUBSIDIARIES OF BRITISH SKY

BROADCASTING GROUP PLC



Arranged by

TD BANK EUROPE LIMITED

and

SALOMON BROTHERS INTERNATIONAL LIMITED



Agent

THE TORONTO-DOMINION BANK







SECOND SUPPLEMENTAL AGREEMENT







 






 



Contents




	 	 	 	 	 	 	 	 	 
	Clause	 	 	 	 	 	Page
	1
	 	Interpretation	 	 	1	 
	2
	 	Amendments to the Principal Agreement	 	 	2	 
	3
	 	Representations and warranties	 	 	2	 
	4
	 	Expenses	 	 	3	 
	5
	 	Effective Date	 	 	3	 
	6
	 	Miscellaneous	 	 	4	 
	7
	 	Governing Law	 	 	4	 
	Schedule 1 Guarantors	 	 	5	 



 






 



THIS SECOND SUPPLEMENTAL AGREEMENT is dated 15 May 2003 and made BETWEEN:




	(1)	 	BRITISH SKY BROADCASTING GROUP PLC as Borrower;
	 
	(2)	 	THOSE SUBSIDIARIES OF BRITISH SKY BROADCASTING GROUP PLC whose names and
registered offices are set out in schedule 1 as Guarantors; and
	 
	(3)	 	THE TORONTO-DOMINION BANK as Agent for the Banks (in accordance with
clause 18.2 (Amendments; waivers) of the Principal Agreement).



WHEREAS:




	(A)	 	This Second Supplemental Agreement is supplemental to and amends an
agreement dated 8th March 2001, as subsequently amended by a supplemental
agreement dated 26 April 2002, and made between British Sky Broadcasting
Group plc as Borrower (1), the companies whose names and registered
offices are set out in schedule 1 thereto as Guarantors (2), TD Bank
Europe Limited and Salomon Brothers International Limited as Arrangers
(3), the financial institutions whose names and addresses are set out in
Schedule 2 thereto as Banks (4) and The Toronto-Dominion Bank as Agent
(5), whereby the Banks agreed to make available to the Borrower a
revolving credit facility of up to £300,000,000 upon the terms and subject
to the conditions therein contained (the “Principal Agreement”).
	 
	(B)	 	The Facility was partially cancelled pursuant to a cancellation notice,
dated 21 March 2003 and issued to the Agent by the Borrower, following
which the Facility was reduced to a maximum available amount of
£200,000,000.
	 
	(C)	 	The Borrower and each of the Guarantors have requested that the Principal
Agreement be amended to the extent set out in this Second Supplemental
Agreement.



NOW IT IS HEREBY AGREED as follows:





	1	 	Interpretation
	 
	1.1	 	Definitions in the Principal Agreement
	 
	 	 	Unless the context otherwise requires, words and expressions defined in
the Principal Agreement shall have the same meanings when used in this
Second Supplemental Agreement.
	 
	 	 	“Second Supplemental Agreement” means this Second Supplemental Agreement;
	 
	 	 	“Effective Date” shall have the meaning given to it in clause 5.1.
	 
	1.2	 	Interpretation of Principal Agreement



References in the Principal Agreement to “this Agreement” shall, with
effect from the Effective Date and unless the context otherwise requires,
be references to the Principal Agreement as amended by this Second
Supplemental Agreement, and words such as “herein”, “hereof”, “hereunder”,
“hereafter”, “hereby” and “hereto”, where they appear in the Principal
Agreement shall be construed accordingly.



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	1.3	 	Incorporation of certain references
	 
	 	 	Clauses 1.3 (Headings), 1.4 (Construction of certain terms) and 1.5
(Majority Banks) of the Principal Agreement shall be deemed to be
incorporated in this Second Supplemental Agreement in full, mutatis
mutandis.





	2	 	Amendments to the Principal Agreement
	 
	 	 	Clause 13.1.9 (Reduction or loss of capital) of the Principal Agreement
shall, with effect from the Effective Date, be deleted in its entirety,
and be replaced with the words “Intentionally deleted by way of a
supplemental agreement dated 15 May 2003”.





	3	 	Representations and warranties
	 
	3.1	 	As at:




	 	(a)	 	the date of this Second Supplemental Agreement, by reference to
the facts and circumstances now existing; and
	 
	 	(b)	 	the Effective Date, by reference to the facts and circumstances
then existing,




	 	 	each Obligor represents and warrants to each of the Banks, Arrangers and
Agent (the Borrower in respect of itself and its Subsidiaries, and each
other Obligor in respect of itself only) that:
	 
	3.1.1	 	Due incorporation of the Obligors
	 
	 	 	it is duly incorporated and validly existing under the laws of England and
Wales as a limited liability company and has power to carry on its
business as it is now being conducted and to own its property and other
assets;
	 
	3.1.2	 	Corporate power
	 
	 	 	it has power to execute, deliver and perform its obligations under this
Second Supplemental Agreement and all necessary corporate, shareholder and
other action has been taken to authorise the execution, delivery and
performance of this Second Supplemental Agreement;
	 
	3.1.3	 	Binding obligations
	 
	 	 	this Second Supplemental Agreement constitutes valid and legally binding
obligations of it enforceable in accordance with its terms to the extent
permitted by applicable law;
	 
	3.1.4 	 	No conflict with other obligations
	 
	 	 	the execution and delivery of, the performance of its obligations under,
and compliance with the provisions of, this Second Supplemental Agreement
by it will not (i) contravene, in any material respect, any existing
applicable law, statute, rule or regulation or any judgment, decree or
permit to which it is subject, (ii) conflict with, or result in any breach
of any of the terms of, or constitute a default under, any agreement or
other instrument to which it is a party or is subject or by which it or
any of its property is bound, (iii) contravene or conflict with any
provision of it’s constitutive documents or (iv) result in the creation or
imposition of or oblige it to create any Encumbrance on it’s undertakings,
assets, rights or revenues;
	 
	3.1.5	 	Consents obtained
	 
	 	 	every consent, authorisation, licence or approval of, or registration with
or declaration to, governmental or public bodies or authorities or courts
required by it to authorise, or



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	 	 	required by it in connection with, the
execution, delivery, validity, enforceability or admissibility in evidence
of this Second Supplemental Agreement or the performance by it of its
obligations under this Second
Supplemental Agreement has been obtained or made and is in full force and
effect in all material respects and there has been no default in the
observance of the material conditions or restrictions (if any) imposed in,
or in connection with, any of the same;
	 
	3.1.6	 	No filings required
	 
	 	 	it is not necessary to ensure the legality, validity, enforceability or
admissibility in evidence of this Second Supplemental Agreement that the
Second Supplemental Agreement or any other instrument be notarised, filed,
recorded, registered or enrolled in any court, public office or elsewhere
in any Relevant Jurisdiction or that any stamp, registration or similar
tax or charge be paid in any Relevant Jurisdiction on or in relation to
this Second Supplemental Agreement and this Second Supplemental Agreement
is in proper form for its enforcement in the courts of each Relevant
Jurisdiction; and
	 
	3.1.7	 	Choice of law
	 
	 	 	the choice of English law to govern this Second Supplemental Agreement and
the submission by it to the non-exclusive jurisdiction of the English
courts is valid and binding.





	4	 	Expenses
	 
	4.1	 	Expenses
	 
	 	 	Whether or not the Effective Date occurs, the Borrower shall pay to the
Agent within 14 days of demand all reasonable expenses (including legal
fees) properly incurred by the Arrangers or the Agent in connection with
the negotiation, preparation and execution of this Second Supplemental
Agreement.
	 
	4.2	 	Stamp and other duties (general)
	 
	 	 	The Borrower shall pay all stamp, documentary, registration or other like
duties or Taxes (including any such duties or Taxes payable by, or
assessed on, each of the Banks, Arrangers and Agent) imposed in the UK or
in any other jurisdiction in which any party to this Second Supplemental
Agreement (other than the Banks, the Arrangers and the Agent) is
incorporated on or in connection with this Second Supplemental Agreement
and shall indemnify each of the Banks, Arrangers and Agent against any
liability arising by reason of any delay or omission by the Borrower to
pay such duties or Taxes.





	5	 	Effective Date
	 
	5.1	 	Conditions precedent documentation
	 
	 	 	The amendments to be made to the Principal Agreement by this Second
Supplemental Agreement shall take effect on and from the date (the
“Effective Date”) on which the Agent notifies the other parties to this
Second Supplemental Agreement that it has received the documents referred
to below in form and substance reasonably satisfactory to it:




	 	(a)	 	a certificate of the Company Secretary or a Director of each
Obligor attaching such company’s Memorandum and Articles of
Association or equivalent constitutional documents, or confirmation
that the same have not been amended from the forms delivered to the
Agent pursuant to the Principal Agreement;
	 
	 	(b)	 	a copy, certified as a true copy by the Company Secretary or
Director of each Obligor, of resolutions of the Board of Directors
(or a duly constituted committee thereof) of each such Obligor
evidencing approval of this Second Supplemental



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	 	 	 	Agreement and
authorising its appropriate officers to execute and deliver the same;
and
	 
	 	(c)	 	specimen signatures, authenticated by the Company Secretary or
a Director of the relevant company, of the persons authorised in the
resolutions of the Board of Directors referred to in paragraph (b)
above.




	5.2	 	Further Conditions Precedent
	 
	 	 	The Agent shall not give notice of the occurrence of the Effective Date
under clause 5.1 (Conditions Precedent documentation) if, on the date on
which it would otherwise have done so, it has received actual knowledge
that (i) an Event of Default has occurred and is continuing or (ii) any of
the representations and warranties in clause 3 (Representations and
Warranties) are untrue or incorrect as at such date.





	6	 	Miscellaneous
	 
	6.1	 	Continuation of Principal Agreement
	 
	 	 	Save as amended by this Second Supplemental Agreement, the provisions of
the Principal Agreement shall continue in full force and effect and the
Principal Agreement and the relevant provisions of this Second
Supplemental Agreement shall be read and construed as one instrument.
	 
	6.2	 	Counterparts
	 
	 	 	This Second Supplemental Agreement may be executed in any number of
counterparts and by the different parties on separate counterparts, each
of which when so executed and delivered shall be an original but all
counterparts shall together constitute one and the same instrument.
	 
	6.3	 	Third Party Rights
	 
	 	 	No term of this Second Supplemental Agreement is enforceable under the
Contracts (Rights of Third Parties) Act 1999 by a person who is not party
to this Second Supplemental Agreement.





	7	 	Governing Law
	 
	 	 	This Second Supplemental Agreement is governed by English law.



IN WITNESS whereof the parties hereto have caused this Second Supplemental
Agreement to be duly executed the day and year first above written.


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Schedule 1




Guarantors


British Sky Broadcasting Limited



Grant Way

Isleworth

Middlesex TW7 5QD

No. 2906991


Sky Subscribers Services Limited



Grant Way

Isleworth

Middlesex TW7 5QD

No. 2340150


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The Borrower




	 	 	 	 	 	 	 
	SIGNED for and on behalf of	 	 	 	)	 	 
	BRITISH SKY BROADCASTING	 	 	 	)	 	MD STEWART
	GROUP PLC	 	 	 	)	 	 
	by:	 	 	 	)	 	 



The Guarantors




	 	 	 	 	 	 	 
	SIGNED for and on behalf of	 	 	 	)	 	 
	BRITISH SKY BROADCASTING	 	 	 	)	 	MD STEWART
	LIMITED	 	 	 	)	 	 
	by:	 	 	 	)	 	 




	 	 	 	 	 	 	 
	SIGNED for and on behalf of	 	 	 	)	 	 
	SKY SUBSCRIBERS SERVICES	 	 	 	)	 	MD STEWART
	LIMITED	 	 	 	)	 	 
	by:	 	 	 	 	 	 




The Agent




	 	 	 	 	 	 	 
	SIGNED for and on behalf of	 	 	 	)	 	 
	THE TORONTO-DOMINION	 	 	 	)	 	JULIE EVANS
	BANK	 	 	 	)	 	 
	by:	 	 	 	)	 	 




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