DATED 31 January 2005
Exhibit 2.13
DATED 31 January 2005
(1) NTL GROUP LIMITED
(2) NTL (CHICHESTER) LIMITED
(3) NTL DIGITAL VENTURES LIMITED
(4) NTL VENTURES LIMITED
(5) MACQUARIE UK BROADCAST LIMITED
(6) MACQUARIE UK BROADCAST HOLDINGS LIMITED
THIRD DEED OF VARIATION
TO THE MASTER AGREEMENT
relating to
NATIONAL TRANSCOMMUNICATIONS LIMITED
AND NTL DIGITAL LIMITED
THIRD DEED OF VARIATION TO MASTER AGREEMENT
THIS DEED is made on 31 January 2005
BETWEEN:
(1) NTL GROUP LIMITED, incorporated in England and Wales with registered number 2591237 and whose registered office is at NTL House, Xxxxxxx Xxxx Xxxxxxxx Xxxx, Xxxx, Xxxxxxxxx XX00 0XX (“NGL”);
(2) NTL (CHICHESTER) LIMITED, incorporated in England and Wales with registered number 3056817 and whose registered office is at NTL House, Xxxxxxx Xxxx Xxxxxxxx Xxxx, Xxxx, Xxxxxxxxx XX00 0XX (“NTL Chichester”);
(3) NTL DIGITAL VENTURES LIMITED, incorporated in England and Wales with registered number 5223257 and whose registered office is at NTL House, Xxxxxxx Xxxx Xxxxxxxx Xxxx, Xxxx, Xxxxxxxxx XX00 0XX (“Digital Holdco”);
(4) NTL VENTURES LIMITED incorporated in England and Wales with registered number 5301388 and whose registered office is at NTL House, Xxxxxxx Xxxx Xxxxxxxx Xxxx, Xxxx, Xxxxxxxxx XX00 0XX (“ProjectCo”);
(5) MACQUARIE UK BROADCAST LIMITED, incorporated in England and Wales, with registered number 5254048, whose registered office is at Xxxxx 00, Xxxxxxxxx, 0 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (“Buyer”); and
(6) MACQUARIE UK BROADCAST HOLDINGS LIMITED, incorporated in England and Wales, with registered number 5254001, whose registered office is at Xxxxx 00, Xxxxxxxxx, 0 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (“Buyer Holdco”).
WHEREAS:
(A) The parties to this Deed are party to a Master Agreement relating to National Transcommunications Limited and NTL Digital Limited dated 1 December 2004 as varied by a Deed of Variation dated 23 December 2004, a Second Deed of Variation dated 27 January 2005 and a Deed of Accession and Adherence dated 27 January 2005 (the “Master Agreement”).
(B) The parties wish to vary the Master Agreement subject to and in accordance with this Deed.
NOW THIS DEED WITNESSETH AND IT IS HEREBY AGREED:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Deed, unless the subject or context otherwise requires, words and phrases defined in the Master Agreement shall have the same meaning when used in this Deed.
1.2 Interpretation
The provisions of clause 1 of the Master Agreement shall apply to this Deed, mutatis mutandis.
2. WAIVER AND VARIATION
The parties to this Deed hereby consent and agree to the following variations pursuant to clause 22.5 of the Master Agreement:
2.1 Part II of Schedule 7 of the Master Agreement shall be amended by adding a Third Party Access Agreement as a new document numbered 32 in Part B thereof, which shall be in the form contained in Annexure 1 to this Deed and which document shall, for the avoidance of doubt, be an Ancillary Agreement;
2.2 the documents in the approved terms comprising the Ancillary Agreements may each be amended such that the definition therein of the “Broadcast Group” shall not include DTELS Limited;
2.3 the documents in the approved terms comprising the Ancillary Agreements may each be amended such that the address for service of notices pursuant to each Ancillary Agreement be amended to “Xxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxx XX00 0XX, marked for the attention of the Company Secretary”;
2.4 the documents in the approved terms comprising the following Ancillary Agreements shall be amended so as to reflect the terms of the documents contained in the following Annexures to this Deed:
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Ancillary Agreement |
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Annexure |
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Transitional Services Agreement for the Provision of Finance Services |
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2 |
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Transitional Services Agreement for the Provision of HR Services |
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3 |
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Transitional Services Agreement for the Provision of IT Services |
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Transitional Services Agreement for the Provision of Voice, Data and Security Services |
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5 |
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Leased Line Services Agreement |
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6 |
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Communications (Telephony) Services Agreement |
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7 |
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Firelink Side Letter |
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8 |
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Transitional Services Agreement for the Provision of Corporate Database Services |
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9 |
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Agreement Relating to the Provision of Support for Network Monitoring and Control Systems |
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10 |
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Field Support Agreement |
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11 |
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Agreement in Respect of the Management of Mechanical, Electrical, Cooling and Fire Protection Infrastructure |
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12 |
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Agreement for the Provision of Radio and Antenna Costing, Design, Build and Support Services |
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13 |
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Referral Agreement |
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14 |
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NOT USED |
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15 |
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Short Term Licence to Occupy — Core to Broadcast |
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16 |
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Lease of Mast at Cambridge Cable Xcast |
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17 |
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Lease of Mast at Copdock |
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18 |
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Lease of Mast at Belfast Xxxxxxx Way |
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19 |
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Lease of Mast at Londonderry |
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20 |
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Lease of Mast at Xxxxxxx, Xxxxxxxxxxxx Xxxx |
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Lease of Mast at Flitwick |
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22 |
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Lease of Mast at Glasgow, Renfrew Braehead Warehouse Xcat |
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23 |
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Lease of Mast at Stevenage, Leyden Road Xcat |
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24 |
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Lease of Mast at Northampton, Crest House Xcom |
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25 |
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Lease of Mast at Northampton, Gladstone Road Xxxx XX Xcom |
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26 |
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Lease of Mast at Leamington Spa |
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27 |
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Lease of Mast at Stockton-on-Tees |
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28 |
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Lease of Mast at Leeds Seacroft |
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29 |
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Lease of Mast at Watford |
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30 |
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Option Agreement for the Grant of Leases |
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31 |
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Lease of Part of Xxxxxxx |
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00 |
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Xxxxx Xxxx Licence to Occupy – Broadcast to Core |
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33 |
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Lease(s) of Part of Xxxxxxx Court |
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34 |
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Lease of Part of St Hilary |
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35 |
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Site Sharing under Co-Location Agreement for all Co-Location Sites in the UK |
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36 |
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Site Sharing and Co-Location Agreement for all Co-Location Sites in Ireland |
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37 |
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Lease of Part of Black hill |
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38 |
3. UNDERTAKING
NGL undertakes to enter into and to procure the entry into by NatTrans and the relevant members of the ntl Group of the Ancillary Agreements and such agreements as are necessary to amend the Ancillary Agreements to the extent that the same are added or amended pursuant to clause 2 of this Deed on or before Completion.
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4. GENERAL PROVISIONS
The provisions of clauses 21 (Applicable Law and Jurisdiction) and 22 (General) of the Master Agreement shall apply, mutatis mutandis, to this Deed.
IN WITNESS WHEREOF this Deed has been executed and delivered the day and year first before written.
EXECUTED by |
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NTL GROUP LIMITED |
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/s/ XX Xxxx |
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acting by: |
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/s/ XX Xxxxxxxxx |
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EXECUTED by |
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NTL (CHICHESTER) LIMITED |
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/s/ XX Xxxx |
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acting by: |
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/s/ XX Xxxxxxxxx |
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EXECUTED by |
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NTL DIGITAL |
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VENTURES LIMITED |
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/s/ XX Xxxx |
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acting by: |
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/s/ XX Xxxxxxxxx |
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EXECUTED by |
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NTL VENTURES LIMITED |
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/s/ XX Xxxx |
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acting by: |
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/s/ XX Xxxxxxxxx |
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EXECUTED by |
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MACQUARIE UK BROADCAST |
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LIMITED |
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/s/ R Xxxxx |
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acting by: |
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/s/ J Xxxxx |
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EXECUTED by |
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MACQUARIE UK BROADCAST |
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HOLDINGS LIMITED |
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/s/ R Xxxxx |
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acting by: |
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/s/ J Xxxxx |
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