THIRD SUPPLEMENTAL INDENTURE Dated as of August 29, 2008 Supplementing and Amending the Indenture Dated as of July 2, 1999 As Supplemented and Amended by the First Supplemental Indenture Dated as of January 31, 2007 And the Second Supplemental...
Exhibit 2.4
EXECUTION COPY
Issuer,
BRITISH SKY BROADCASTING LIMITED,
BSKYB FINANCE UK plc,
BSKYB INVESTMENTS LIMITED,
BSKYB PUBLICATIONS LIMITED,
SKY IN-HOME SERVICE LIMITED,
SKY SUBSCRIBERS SERVICES LIMITED
BSKYB FINANCE UK plc,
BSKYB INVESTMENTS LIMITED,
BSKYB PUBLICATIONS LIMITED,
SKY IN-HOME SERVICE LIMITED,
SKY SUBSCRIBERS SERVICES LIMITED
Guarantors,
And
THE BANK OF NEW YORK MELLON,
Trustee
THIRD SUPPLEMENTAL INDENTURE
Dated as of August 29, 2008
Dated as of August 29, 2008
Supplementing and Amending the Indenture
Dated as of July 2, 1999
As Supplemented and Amended by the First Supplemental Indenture
Dated as of January 31, 2007
And the Second Supplemental Indenture
Dated as of May 3, 2007
Dated as of July 2, 1999
As Supplemented and Amended by the First Supplemental Indenture
Dated as of January 31, 2007
And the Second Supplemental Indenture
Dated as of May 3, 2007
£100,000,000 7.75% Notes due 2009
$650,000,000 8.20% Notes due 2009
$650,000,000 8.20% Notes due 2009
THIRD SUPPLEMENTAL INDENTURE, dated as of August 29, 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 “Company”); British Sky Broadcasting Limited, a private limited company
duly incorporated and existing under the laws of England and Wales (“BSBL”), BSkyB Finance UK plc,
a public limited company duly incorporated and existing under the laws of England and Wales
(“Finance”), BSkyB Investments Limited, a private limited company duly incorporated and existing
under the laws of England and Wales (“Investments”), BSkyB Publications Limited, a private limited
company duly incorporated and existing under the laws of England and Wales (“Publications”), Sky
Subscribers Services Limited, a private limited company duly incorporated and existing under the
laws of England and Wales (“SSSL”) (BSBL, Finance, Investments, Publications and SSSL are referred
to collectively herein as the “Current Guarantors”), and Sky In-Home Service Limited, a private
limited company duly incorporated and existing under the laws of England and Wales (the “Additional
Guarantor”) and The Bank of New York Mellon, a New York banking corporation, as Trustee (herein
called the “Trustee”), supplementing and amending the Indenture, dated as of July 2, 1999 (the
“Original Indenture”) among the Company, the Guarantors named therein and the Trustee, which
provides for the issuance of the Company’s £100,000,000 7.75% Notes due 2009 and $650,000,000 8.20%
Notes due 2009 (collectively, the “Securities”), as supplemented and amended by the First
Supplemental Indenture dated as of January 31, 2007 (the “First Supplemental Indenture”) and a
Second Supplemental Indenture dated as of May 3, 2007 (the “Second Supplemental Indenture”); the
Original Indenture, as supplemented and amended by the First Supplemental Indenture and the Second
Supplemental Indenture, the “Indenture”). The registered office of each of the Issuer, the Current
Guarantors and the Additional Guarantor is located at Xxxxx Xxx, Xxxxxxxxx, Xxxxxxxxx, XX0 0XX,
Xxxxxxx. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed
thereto in the Indenture.
RECITALS:
WHEREAS, pursuant to Section 1007 of the Indenture, the Company has agreed to cause any
Subsidiary that is not a Guarantor that issues any guarantee of any Indebtedness for money borrowed
in excess of $50,000,000 to enter into a supplemental indenture to the Indenture pursuant to which
it shall agree to fully, absolutely and unconditionally guaranty the due and punctual payment of
the principal and interest (and payment of Additional Amounts) on all Outstanding Securities when
and as the same shall become due and payable on a pari passu basis and all other amounts owed by
the Company under the Indenture; and
WHEREAS, the Additional Guarantor is currently a Subsidiary but is not a Guarantor; and
WHEREAS, the Additional Guarantor has guaranteed or will guarantee Indebtedness for money
borrowed in excess of $50,000,000; and
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WHEREAS, the Company, the Current Guarantors and the Additional Gurantor have duly authorized
the execution and delivery of this Third Supplemental Indenture and have done all things necessary
to make this Third Supplemental Indenture a valid agreement in accordance with its terms.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises, it is mutually covenanted and agreed, for the equal
and proportionate benefit of all Holders of the Securities or of any series thereof, as follows:
ARTICLE ONE
INDENTURE
Section 101. Effect of the Indenture.
Except as specifically provided in this Third Supplemental Indenture, the Indenture, as
heretofore supplemented and amended, shall remain in full force and effect.
ARTICLE TWO
AMENDMENT TO THE INDENTURE
Section 201. Addition of a Guarantor.
In accordance with Section 1007 of the Indenture, the following entity hereby agrees to fully,
absolutely and unconditionally guaranty the due and punctual payment of the principal of and
interest (and payment of Additional Amounts) on all Outstanding Securities when and as the same
shall become due and payable on a pari passu basis.
Name | Jurisdiction of Incorporation | |
Sky In-Home Service Limited | England and Wales |
Section 202. References in the Indenture.
By reason of the addition of the Additional Guarantor as a Guarantor pursuant to Section 201
hereof and the continuation, as Guarantors, of the Current Guarantors under the Indenture, each
reference in the Indenture to the “Guarantors” is hereby deemed to refer to the following entities,
and each reference in the Indenture to a “Guarantor” is hereby deemed to refer to each of such
entities:
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Name |
Jurisdiction of Incorporation | |
British Sky Broadcasting Limited
|
England and Wales | |
BSkyB Finance UK plc
|
England and Wales | |
BSkyB Investments Limited
|
England and Wales | |
BSkyB Publications Limited
|
England and Wales | |
Sky In-Home Service Limited
|
England and Wales | |
Sky Subscribers Services Limited
|
England and Wales |
ARTICLE THREE
Miscellaneous
Section 301. Effect of Headings.
The Article and Section headings herein are for convenience of reference only and shall not
affect the construction hereof.
Section 302. Governing Law.
Subject to the following sentence, this Third Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, without regard to principles of
conflicts of laws. This Third Supplemental Indenture is subject to the provisions of the United
States Trust Indenture Act of 1939, as amended, that are required to be part of the Indenture and
shall, to the extent applicable, be governed by such provisions.
Section 303. Counterparts.
This Third Supplemental Indenture may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.
Section 304. Trustee.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Third Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made solely by the Guarantors and the Company.
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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be
duly executed as of the day and year first above written.
British Sky Broadcasting Group plc | ||||
By: | /s/ Xxxxxx Xxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxx | |||
Title: | Director | |||
British Sky Broadcasting Limited | ||||
By: | /s/ Xxxxxx Xxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxx | |||
Title: | Director | |||
BSkyB Finance UK plc | ||||
By: | /s/ Xxxxxx Xxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxx | |||
Title: | Director | |||
BSkyB Investments Limited | ||||
By: | /s/ Xxxxxx Xxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxx | |||
Title: | Director | |||
BSkyB Publications Limited | ||||
By: | /s/ Xxxxxx Xxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxx | |||
Title: | Director | |||
Sky In-Home Service Limited | ||||
By: | /s/ Xxxxxx Xxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxx | |||
Title: | Director |
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Sky Subscribers Services Limited | ||||
By: | /s/ Xxxxxx Xxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxx | |||
Title: | Director | |||
The Bank of New York Mellon | ||||
By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Assistant Vice President |
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