EXHIBIT 10.45
Dated: 16 July 1998
The British Broadcasting Corporation
and
Castle Transmission International Limited
AMENDING AGREEMENT
LINKLATERS & PAINES
One Xxxx Xxxxxx
Xxxxxx XX0X 0XX
Tel: (+44) 000-000 0000
Ref: RMBD/NA
THIS AGREEMENT is made on 16 July 1998 BETWEEN:
(1) THE BRITISH BROADCASTING CORPORATION, a corporation incorporated under
Royal Charter, whose principal office is at Xxxxxxxxxxxx Xxxxx,
Xxxxxxxx Xxxxx, Xxxxxx X0X 0XX ("BBC"); and
(2) CASTLE TRANSMISSION INTERNATIONAL LIMITED (registered number 3196207)
whose main place of business is Warwick Xxxxxxxxxx Xxxx, Xxxxxxxxx
Xxxx, Xxxxxxx XX00 0XX ("TXCO").
WHEREAS:
(A) On 27th February 1997, the BBC and TxCo entered into a Transmission
Agreement under which TxCo agreed to provide the BBC with transmission
services for BBC's programmes and services.
(B) Following a review of the operation of the Transmission Agreement, the
parties wish to amend the Transmission Agreement as set out in this
Agreement.
IN CONSIDERATION OF THE MUTUAL PROMISES SET OUT IN THIS AGREEMENT IT IS
AGREED as follows:
1 INTERPRETATION
In this Agreement unless the context otherwise requires:
1.1 DEFINITIONS
"DTT DATE" means the date on which the UK DTT industry formally launches
digital terrestrial television broadcasts to the public in the United
Kingdom, to be a date on or after 1 November 1998.
"TRANSMISSION AGREEMENT" means the transmission agreement between the BBC
and TxCo, dated 27 February 1997;
1.2 INTERPRETATION XXX 0000
The Interpretation Act 1978 shall apply to this Agreement in the same way
as it applies to an enactment.
1.3 RECITALS, CLAUSES ETC.
References to this Agreement include its Schedules and references to
Recitals, Clauses, sub-Clauses and Schedules are to Recitals, Clauses and
sub-Clauses of, and Schedules to, this Agreement.
1.4 HEADINGS
Headings shall be ignored in construing this Agreement.
1.5 TIME OF DAY
References to times of day are to English time unless otherwise stated.
2 AMENDMENTS TO TRANSMISSION AGREEMENT
2.1 TOC AMENDMENTS
The BBC and TxCo agree that, as and from 1 August 1998 (or an earlier date,
if possible), the Transmission Agreement shall be amended in accordance
with the amendments set out in Schedule 1.
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2.2 DTT AMENDMENTS
The BBC and TxCo agree that (except where stated), as and from the DTT
Date, the Transmission Agreement shall be amended in accordance with the
amendments set out in Schedule 2.
2.3 FEES AMENDMENT
The BBC and TxCo agree that, as and from 1 April 1998, the Transmission
Agreement shall be amended in accordance with the amendment set out in
Schedule 3.
2.4 IMMEDIATE AMENDMENTS
The BBC and TxCo agree that, as and from the date of this Agreement, the
Transmission Agreement shall be amended in accordance with the amendment
set out in Schedule 4.
3 CONTINUATION OF TRANSMISSION AGREEMENT
The parties acknowledge and agree that the terms of the Transmission
Agreement, and each parties' accrued rights and obligations under the
Transmission Agreement, shall continue in full force and effect, subject
only to the terms of this Agreement. In the event of a conflict between the
terms of this Agreement and the Transmission Agreement, this Agreement
shall prevail.
4 CONFIDENTIALITY
The BBC acknowledges TxCo's right to disclose details of the terms of this
Agreement to its bankers and the trustee of the Guaranteed Bonds issued by
TxCo's subsidiary, Castle Transmission (Finance) plc.
5 WHOLE AGREEMENT AND VARIATION
5.1 WHOLE AGREEMENT
This Agreement and the Transmission Agreement contain the whole agreement
between the parties relating to the amendments which are the subject matter
of this Agreement at the date hereof to the exclusion of any terms implied
by law which may be excluded by contract. Each party acknowledges that it
has not been induced to enter into this Agreement by any representation,
warranty or undertaking not expressly incorporated into it.
5.2 VARIATION
No variation of this Agreement shall be effective unless made in accordance
with the terms of clause 5.3 the Transmission Agreement.
6 NOTICES
6.1 ADDRESSES
Any notice, claim or demand in connection with this Agreement (each a
"NOTICE") shall be sufficiently given if given in accordance with the terms
of the Transmission Agreement.
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7 GOVERNING LAW AND SUBMISSION TO JURISDICTION
7.1 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
English law.
Signed on behalf of the BRITISH }
BROADCASTING CORPORATION }
by: }
SIGNED ON BEHALF OF THE CASTLE }
TRANSMISSION INTERNATIONAL }
LIMITED BY: }
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