EXHIBIT 10.34
DATED 18 December 1997
______________________________
(1) BRITISH DIGITAL BROADCASTING PLC
and
(2) CASTLE TRANSMISSION INTERNATIONAL LTD
______________________________
AGREEMENT
FOR THE PROVISION OF
DIGITAL TERRESTRIAL TELEVISION DISTRIBUTION
AND TRANSMISSION SERVICES
______________________________
CLIFFORD CHANCE
TABLE OF CONTENTS
1. DEFINITIONS AND INTERPRETATION........................................
2. THE SERVICES..........................................................
3. OWNERSHIP OF THE NETWORK AND SCOPE OF THIS AGREEMENT..................
4. ROLL-OUT OF THE STATIONS AND DISTRIBUTION NETWORK.....................
5. TESTING...............................................................
6. CONSEQUENCES OF FAILURE TO ACHIEVE READY FOR SERVICE DATES............
7. MODIFICATIONS TO EXISTING ANALOGUE TRANSMISSION SYSTEMS...............
8. SECURITY AND SITES....................................................
9. INDUSTRY LIAISON AND SPECTRUM MANAGEMENT..............................
10. LICENSES..............................................................
11. BDB SIGNALS...........................................................
12. EQUIPMENT LOCATED AT BDB PREMISES.....................................
13. CONTRACT MANAGEMENT, REVIEW OF SERVICES AND DISPUTES..................
14. PERFORMANCE MONITORING AND REPORTING..................................
15. MAINTENANCE...........................................................
16. CHANGE CONTROL........................................................
17. CHARGES, SAVINGS, PAYMENT AND BILLING.................................
18. TERM, TERMINATION AND SUSPENSION......................................
19. WARRANTIES............................................................
20. FORCE MAJEURE.........................................................
21. LIABILITY AND INSURANCE...............................................
22. ASSIGNMENT AND SUB-CONTRACTING........................................
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23. INFORMATION AND CONFIDENTIALITY...................................
24. NOTICES...........................................................
25. [*]...............................................................
26. RESTRICTIVE TRADE PRACTICES.......................................
27. GENERAL...........................................................
28. VALUE ADDED TAX...................................................
29. JURISDICTION......................................................
30. COUNTERPARTS......................................................
SCHEDULE 1..................................................................
CHANGE CONTROL PROCEDURE....................................................
SCHEDULE 2..................................................................
THE CHARGES.................................................................
SCHEDULE 3 CONFIGURATION OF THE NETWORK.....................................
SCHEDULE 4..................................................................
SERVICES PROVIDED BY CTI....................................................
SCHEDULE 5..................................................................
TRANSMISSION TESTING........................................................
SCHEDULE 6..................................................................
THE BDB INTERFACE AND HANDOVER REQUIREMENTS.................................
SCHEDULE 7..................................................................
CALCULATION OF DELAY REBATES AND SERVICE CREDITS............................
SCHEDULE 8..................................................................
STATIONS....................................................................
SCHEDULE 9..................................................................
THE IMPACT SCHEDULE (BDB DTT ANALOGUE CONSEQUENTIALS).......................
________________________________________________________________________________
[*] indicates where text has been omitted pursuant to a request for
confidential treatment. The omitted text has been filed with the Securities
and Exchange Commission separately.
3
SCHEDULE 9 - TABLE 1..........................................................
SCHEDULE 10...................................................................
[*]...........................................................................
SCHEDULE 11 - EMERGENCY EQUIPMENT/DISASTER RECOVERY PROCEDURES................
SCHEDULE 12...................................................................
ADDITIONAL STATIONS...........................................................
ANNEX 1.......................................................................
THE SATELLITE DISTRIBUTION NETWORK............................................
ANNEX 1 - PART 1..............................................................
SUBSTITUTE SCHEDULE 2.........................................................
ANNEX 1 - PART II.............................................................
SUBSTITUTE SCHEDULE 3 - PART I................................................
ANNEX 1 - PART III............................................................
SUBSTITUTE SCHEDULE 6 - PART I................................................
ANNEX 1 - PART IV.............................................................
SUBSTITUTE SCHEDULE 11........................................................
ANNEX 2.......................................................................
________________________________________________________________________________
[*] indicates where text has been omitted pursuant to a request for
confidential treatment. The omitted text has been filed with the Securities
and Exchange Commission separately.
4
THIS AGREEMENT is made on 18 December 1997 between:
(1) BRITISH DIGITAL BROADCASTING PLC (No. 3302715) (a company incorporated
under the laws of England and Wales) whose registered office is at 25
Knightsbridge, London, SW1X 7RZ ("BDB"); and
(2) CASTLE TRANSMISSION INTERNATIONAL LTD (No. 3196207) (a company incorporated
under the laws of England and Wales) whose registered office is at Warwick
Technology Park, Gallows Hills, Heathcote Lane, Warwick CV34 6TN ("CTI").
WHEREAS:
(A) BDB intends to provide multiplex services over the frequencies allocated to
BDB by the ITC in relation to digital terrestrial television services,
ancillary services and additional services; and
(B) This Agreement sets out the terms and conditions on which CTI has agreed to
provide, amongst other things, distribution and transmission services to
BDB in relation to the BDB Multiplexes and to procure, construct, operate,
maintain and provide the necessary network for the provision of those
services.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement:
"ACCOUNTABLE AVAILABILITY" has the meaning set out in Schedule 7;
"ACCEPTANCE TEST SPECIFICATIONS" means the tests to be performed by CTI (as
described in Clause 5) in order to determine whether the Network and any
particular Station are ready for Operational Service as set out in Part I
of Schedule 5;
"ACTUAL SITE SERVICE DATE" means, in respect of each Station, the date on
which the Station is brought into Operational Service;
"ADDITIONAL STATIONS" means any Stations not listed in Schedule 8 which the
parties agree to incorporate into this Agreement in respect of which CTI
shall provide Services:
"ADVANCE PAYMENT" shall have the meaning ascribed to it in the Pre-Contract
Funding Agreement;
"ADVANCE WORKS" shall have the meaning ascribed to it in the Pre-Contract
Funding Agreement;
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"AGREED IMPACT SCHEDULE" means the document summarizing the modifications
to be performed by CTI to existing analogue transmission systems
(including, but not limited to, certain of those changes identified in the
ITC Code of Practice on Changes to Existing Transmission and Reception
Arrangements) in Schedule 9;
"AGREED PROPORTION" means [*];
"AMENDED SITE SERVICE DATE" means, in respect of each Station, the amended
date on which the Station is to be brought into Operational Service where
the Initial Site Service Date has been amended pursuant to the terms of
this Agreement;
"AVAILABILITY" means the period of time during which the DTT Transmission
Services and Distribution Services are to be available in respect of a
particular BDB Multiplex from a particular transmitter in accordance with
the terms and to the standards required under this Agreement (including,
without limitation, the Technical Specification);
"1990 ACT" means the Broadcasting Act 1990 (as amended by the 1996 Act);
"1996 ACT" means the Broadcasting Act 1996;
"BDB INTERFACE" means an interface point from the output of the equipment
providing transport streams for each of the BDB Multiplexes at BDB's
multiplex centre to the Distribution Network as more particularly described
in Schedule 6;
"BDB MULTIPLEXES" means the multiplex services known as Multiplexes B, C
and D for digital terrestrial television, provision of which by BDB is
licensed by the ITC under the Multiplex Licences;
"BDB REPRESENTATIVE" means the person notified from time to time by BDB to
CTI for the purposes of Clauses 14 and 15, and Schedule 2;
"BDB SIGNALS" means the digital transport stream originated by BDB from the
BDB Interface as described in Schedule 6 carrying, amongst other things,
the digital programme services, ancillary services and digital additional
services broadcast as part of the services licensed under the Multiplex
Licences from time to time (for the purpose of this definition, the terms
digital programme service, ancillary service and digital additional service
shall have the meanings ascribed to them in Part I of the 1996 Act);
"BUSINESS DAY" means a day on which banks are generally open for business
in the City of London, Saturdays and Sundays excluded;
"CHANGE CONTROL PROCEDURE" means the procedure set out in Schedule 1;
"CHARGES" means charges payable by BDB for the Services calculated in
accordance with Schedule 2;
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
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"COMMENCEMENT DATE" shall, in respect of each of the Multiplexes, have the
meaning ascribed to it in the relevant Multiplex Licence;
"CONTINGENCY AMOUNT" means the contingency amount included in the Charges
as set out in Part IV of Schedule 2;
"CONTRACTED AVAILABILITY" means in relation to each BDB Multiplex the end
to end Accountable Availability, from the BDB Interface to the output of
each Station, which CTI is contracted to provide in relation to the
Services pursuant to Clause 2 and Schedule 7;
"DELAY REBATE" means the rebate on the Charges to be given by CTI to BDB in
respect of any failure by CTI to meet the relevant Ready for Service Date
in respect of any Station, being described in and calculated in accordance
with Schedule 7;
"DESIGN AND OPTIMISATION CONSULTING SERVICES" means technical advice and
consultation, prior to the Start of Service Date for the Phase I Stations,
provided in order to optimise the coverage and capability of the
Transmission Network, including SI Interface design and the enhancement of
antenna patterns;
"DISASTER RECOVERY SYSTEMS" means the disaster recovery systems and
procedures to be established by CTI pursuant to Clause 14 as more
particularly described in Part II of Schedule 11;
"DISTRIBUTION NETWORK" means the network to be used by CTI to distribute
the BDB Signals from the BDB Interface to the Stations, details of which
are set out in Part I of Schedule 3;
"DISTRIBUTION SERVICES" means the distribution by CTI of the BDB Signals
from the BDB Interface to the Stations via the Distribution Network
pursuant to this Agreement;
"DTT TRANSMISSION SERVICES" means the transmission services to be provided
by CTI to BDB in accordance with the Technical Specification at each
Station pursuant to this Agreement;
"EMERGENCY POWERS" means a power exercisable by a Minister of the Crown
pursuant to any legislation enacted or made to deal with a public
emergency, including the Emergency Powers Act 1920 and any regulation made
under it;
"EMERGENCY RESERVE EQUIPMENT" means the equipment more particularly
described in Part I of Schedule 11;
"EQUIPMENT" means the equipment used by CTI in the provision of the
Services;
"ERP" means the effective radiated power to be transmitted for a BDB
Multiplex at each Station as set out in Schedule 8;
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"EXCLUSIVE EQUIPMENT" means the transmitters, transmitter input equipment
and TVROs at Stations used solely for the provision of the Services;
"FAULT REPORT" means a report relating to any Transmission Fault given by
CTI to BDB pursuant to Clause 14.3;
"FIBRE DISTRIBUTION NETWORK" means the fibre distribution network details
of which are set out in Schedule 3;
"FORCE MAJEURE EVENT" means any events or circumstances beyond the control
of either party (which shall include but not be limited to Act of God, war,
civil disturbance, statutory prohibition, Government intervention, order or
act of Government or local/public authority, act or omission of any
relevant licensing or other regulatory authority not caused by the party,
act or threat of terrorism, fire, lightning, flood, other extreme weather
conditions which cause physical damage to property used to supply the
Services or prevent access to or safe working on any such property,
explosion, theft or vandalism (subject in either case to compliance by CTI
with Clause 8), lawful national strike action or lawful industrial action
taken by members of a union (other than industrial action taken by the
party's own employees or employees of its sub-contractors)) but excluding
the consequences of any act or omission of any of the party's sub-
contractors unless that act or omission is itself the result of a Force
Majeure Event;
"GROUP" means in relation to any company, that company and any company
which is a holding company or subsidiary of that company and any subsidiary
of any such holding company; and for the purposes of this Agreement
"subsidiary" and "holding company" have the meanings ascribed thereto by
Sections 736 and 736A Companies Act 1985;
"HANDOVER REQUIREMENTS" means the requirements in relation to the BDB
Signals set out in Schedule 6;
"INITIAL SITE SERVICE DATE" means, in respect of each Station, the initial
date on which CTI agrees to bring the Station into Operational Service as
set out in Clause 4.2 or in respect of Additional Stations, such date as
maybe agreed between the parties;
"ITC" means the Independent Television Commission established by the 1990
Act and any successor body to the functions of the ITC in relation to the
BDB Multiplexes;
"MULTIPLEX CENTRE" means the location of the BDB Interface;
"MULTIPLEX LICENCES" means the licences to provide multiplex services
granted to BDB by the ITC under Part I of the 1996 Act for the provision of
multiplex services as defined in Section 1(1) of the 1996 Act and any
licences replacing the same. The current draft of the Multiplex Licence
(minus condition 10 and Part I of the annex to
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the draft Multiple Licence and all documents and correspondence referred to
in that annex) as at the date of this Agreement is set out in Annex 2;
"NETWORK" means the network of facilities and equipment used to provide the
Services to BDB (including, without limitation, the Distribution Network
and the Transmission Network) which is owned or procured by CTI and the
configuration of which is more particularly described in Schedule 3;
"NETWORK STATUS SYSTEM" means the system to be installed by CTI pursuant to
Clause 14.1 as more particularly described in Part III A of Schedule 3;
"NON-ACCOUNTABLE CONDITION" shall have the meaning ascribed to it in
Schedule 7;
"NTL" means National Transcommunications Limited (company number 2487597) a
company registered in England and Wales, or any successor to the ownership
of the digital terrestrial television transmission network operated by NTL;
"OPERATIONAL SERVICE" means, in respect of the Network and, without
limitation, each Station the ability of CTI to provide the Services and of
the Network (including, but not limited to, each Station) to perform in
accordance with this Agreement (including, but not limited to, the
Technical Specification);
"PHASE I, PHASE II AND PHASE III STATIONS" means the stations specified as
such in Part IV of the annex to the Multiplex Licences;
"PRE-CONTRACT FUNDING AGREEMENT" means the pre-contract funding agreement
between the parties of even date herewith;
"RADIOCOMMUNICATIONS AGENCY" means the executive agency forming part of the
Department of Trade and Industry responsible for issuing and administering
licences under the WTA and any successor body responsible for those
functions;
"RADIO-REGULATIONS" means the Radio Regulations of the International
Telecommunications Union or any replacement for such regulations and
includes all related regional agreements;
"READY FOR SERVICE DATE" means, in respect of each Station, the date on
which CTI agrees to bring the Station into Operational Service being either
the Initial Site Service Date or the Amended Site Service Date determined
in accordance with the provisions of Clause 4;
"RECEPTION SURVEY" means the survey of the coverage achieved from each
Station to be conducted by CTI pursuant to Clause 14. 10 as more
particularly set out in Part IV of Schedule 4;
"RESPONSE TIMES" shall have the meaning set out in Clause 14.4 and Schedule
8;
9
"RPI" means the general index of retail prices (all items) as published in
the monthly Digest of Statistics by the UK Central Statistical Office, as
amended from time to time, or, if that index is no longer published, any
equivalent replacement of the same agreed by the parties or, where they
fail to agree, selected by an independent expert appointed by the President
of the Institute of Chartered Accountants in England and Wales;
"SATELLITE DISTRIBUTION NETWORK" means the satellite distribution network
details of which are set out in Annex 1;
"SERVICES" means the Distribution Services, the DTT Transmission Services,
the SI Collation Services, the Design and Optimisation Consulting Services
and such other services as are to be provided by CTI to BDB pursuant to
this Agreement;
"SERVICE CREDITS" means credits against Charges in respect of CTI failing
to meet the Contracted Availability calculated in accordance with Schedule
7;
"SERVICE MANAGEMENT BOARD" means the committee to be established by the
parties pursuant to Clause 13.2;
"SHARED EQUIPMENT" means Equipment forming part of the Network which is not
exclusively dedicated to the provision of the Services to BDB;
"SI" means service information as defined in the European Telecommunication
Standard pr ETS 300 468;
"SI COLLATION SERVICES" means collation of SI from all other multiplexes
used for digital terrestrial television transmission, to the extent there
is any, into each of the BDB Multiplexes as more fully described in Part
I.A. of Schedule 3;
"SITE" means the site at which any Station is located;
"SITE OWNER" means in respect of any Site any party with a freehold or
leasehold interest in or a licence to occupy that Site;
"START OF SERVICE DATE" means the date identified in the Multiplex Licences
for each Station as the date upon which broadcasts of the Licensed Service
must commence from that Station;
"STATIONS" means the transmitting stations at the sites listed in Schedule
8, as amended from time to time pursuant to this Agreement, and any
Additional Stations;
"TA LICENCES" means any licences required by CTI under the Telecoms Act to
provide the Services;
"TARGET SITE SERVICE DATE" means the target date for bringing each Station
into Operational Service as set out in Schedule 8, Table 1;
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"TECHNICAL SPECIFICATION" means the provisions of this Agreement relating
to the technical performance of the Network and the Services, as set out in
Schedule 5;
"TELECOMS ACT" means, in relation to the UK, the Telecommunications Act
1984. or such equivalent statutes as are from time to time in force in the
Channel Islands or the Isle of Man as the case may be;
"TEMPLATES" means in relation to each Station, the transmitter horizontal
radiation pattern templates for that Station (as the same are defined in
the station design proposals (known as the Digital Television Planning
Group Notes) issued or to be issued by the ITC);
"TERM" means the period commencing on the date hereof and ending on the
date which is 12 years from the Commencement Date of the list of the
Multiplex Licences:
"TEST TRANSMISSIONS" means the test transmissions to be made from each
Station pursuant to Clause 5.6, as more particularly detailed in Part IV of
Schedule 4;
"THIRD PARTY SITE" means any Site in respect of which a third party
(including, without limitation, NTL) is the Site Owner;
"TOC" means CTI's technical operations centre currently located at Warwick;
"TRANSMISSION FAULTS" means any break, interruption, discontinuance,
degradation or other impairment of the transmission of the BDB Signals
resulting in performance outside the Transmission Fault Thresholds
specified in the Technical Specification,
"TRANSMISSION FAULT THRESHOLDS" means the transmission fault thresholds set
out in Part II of Schedule 5:
"TRANSMISSION HOURS" means 24 hours a day or such other times, in respect
of each of the BDB Multiplexes, during which BDB wishes to transmit BDB
Signals from that BDB Multiplex;
"TRANSMISSION NETWORK" means the network to be used by CTI to provide the
DTT Transmission Services, details of which are set out in Part II of
Schedule 3:
"TRANSMISSION TESTING" means the carrying out of tests to determine whether
the Network or any particular Station satisfy the Acceptance Test
Specifications pursuant to Clause 5.1 as more particularly described in
Schedule 5;
"VAT" means value added tax as currently charged under the Value Added Tax
Act 1994 and any successor or replacement thereof and any similar tax
chargeable under the laws of the United Kingdom;
"WTA" means the Wireless Telegraphy Acts 1948-1967, or such equivalent
statutes as are from time to time in force in any of the United Kingdom,
the Channel Islands or the Isle of Man;
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"WTA LICENCES" means any licences required by CTI to perform the Services
pursuant to the WTA;
"YEAR" means the period from the date of execution of this Agreement to the
31 December 1997 (which constitutes the first Year), and each subsequent
complete period of twelve months from 1 January to 31 December save for the
last Year which shall start from 1 January to the last day of the Term
inclusive;
1.2 "The expressions "BDB" AND "CTI" include their respective permitted
subcontractors, assigns, employees and agents.
1.3 Any references to any Act of Parliament will be deemed to include any
replacement or re-enactment for the time being in force and to include any
by-laws, statutory instruments, licences, rules, regulations, orders,
notices, directions, consents or permissions made under such Act and any
condition attaching thereto and any reference to any governmental or
regulatory body shall include a reference to its successors.
1.4 The headings in this Agreement are for ease of reference only and will not
be taken into account in the construction or interpretation of any
provision to which they refer.
1.5 Any reference to a clause, schedule or annex, unless the context otherwise
requires, is a reference to a clause of or schedule or annex to this
Agreement.
2. THE SERVICES
2.1 This Agreement is conditional on the satisfaction of the condition
precedent that all three Multiplex Licences shall have been granted to BDB
In substantially the form set out in Annex 2. This Agreement shall come
into full force and effect on the date on which the condition in this
Clause 2.1 shall have been satisfied. In the event that the condition
precedent set out in this Clause 2.1 shall not have been satisfied by 31
March 1998 or such later date as the parties may agree, then this Agreement
shall be void and of no affect.
2.2 CTI shall provide or procure the provision of the Distribution Services
using the Distribution Network on and subject to the terms of this
Agreement.
2.3 From such date as BDB may reasonably request (no later than the Start of
Service Date of the first Station to be rolled out) to the extent
practicable, and throughout the remainder of the Term, CTI shall provide
the SI Collation Services on the terms of this Agreement.
2.4 CTI shall, in relation to each Station, provide the DTT Transmission
Service to BDB from the Ready for Service Date and throughout the remainder
of the Term using the Network on the terms of this Agreement.
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2.5 CTI shall provide the Services in compliance with and will ensure that the
Network (including, but not limited to, the Distribution Network, the
Transmission Network and any Equipment or Stations comprised in the
Network) complies with:
2.5.1 the provisions of this Agreement;
2.5.2 the Technical Specification;
2.5.3 the ITC Technical Performance Code and Condition 6(4) of the
Multiplex Licences all as they exist as at the date of this
Agreement; and
2.5.4 the WTA Licences, TA Licences, and any other law or legally binding
regulation in the UK or elsewhere from time to time applicable to
CTI, this Agreement or the subject matter thereof.
In the event of any conflict between any of the above, CTI shall comply
with BDB's reasonable instructions as to which shall take priority, save to
the extent that doing so would be unlawful.
2.6 Without prejudice to Clause 7.3 in the event of any variation from time to
time of the provisions of the ITC Technical Performance Code, or the
technical distribution and transmission requirements of the Multiplex
Licences, ("Variation"), CTI shall provide the Services (subject to its
ability to obtain third party consents which CTI shall use its best
endeavors to obtain) in compliance therewith provided that the effect on
the Services of compliance with the Variation shall be considered by the
parties through the Change Control Procedure and BDB shall be responsible
(to the extent that there is any cost and that such cost is necessarily
incurred) for the material cost of implementing such Variation and any
material increase in CTI's costs of providing the Services as changed to
comply with the Variation provided further that BDB shall not be charged
more than its appropriate share of such costs.
2.7 If the ITC specifies a particular European Community digital standard to be
met in accordance with Section 142(3) of the 1996 Act, CTI shall (subject
to its ability to obtain third party consents which CTI shall use its beat
endeavours to obtain) employ a transmission system in compliance with that
European Community digital standard within the time periods required by the
ITC provided that any changes to the Technical Specification and/or the
Services in consequence shall be authorised by BDB in accordance with the
Change Control Procedure and if the implementation of material changes
causes CTI necessarily to incur a material increase in costs, said material
increase in costs shall be met by BDB, provided further that BDB shall not
be charged more than its appropriate share of such costs.
2.8 If, during the continuance of this Agreement there should come into force a
change in law or legally binding regulation applicable to this Agreement or
the subject matter hereof, which necessitates (in order for CTI to comply
with Clause 2.5.4) a change in the Services and/or increases in CTI's costs
of providing the Services the parties shall consider such change in the
Services or increase in costs pursuant to the Change
13
Control Procedure. BDB and CTI agree that BDB shall be responsible (to the
extent there is any and it is necessarily incurred) for any increase in
the material costs incurred by CTI of implementing or providing the
Service in compliance with such change in law or legally binding
regulation to the extent that such change in law or legally binding
regulation is only applicable to the Services or is applicable to digital
terrestrial television generally in which case BDB shall not be charged
more than its appropriate share.
2.9 CIT shall, in relation to each BDB Multiplex provide the Services with a
minimum end to end Accountable Availability from the BDB Interface to the
output of each station of 99.9% except for those Stations identified in
Schedule 7 Part III in respect of which the end to end Accountable
Availability from the BDB Interface to the output of each Station will be
a minimum of 99.8%. Such end to end Accountable Availability to be
calculated as set out in Schedule 7.
2.10 CTI undertakes that it will use the skill and care of a diligent provider
of distribution and transmission services in the provision of the
Services, and discharge its obligations under this Agreement in accordance
with best practice in the broadcasting industry.
2.11 CTI shall ensure that:
2.11.1 no change of, reference to or use of a date later than 31 December
1998 in the operation of the Network or the Network Status System
will have an adverse effect on, or cause Services to cease to meet
the Technical Specification; and
2.11.2 without prejudice to the generality of Clause 2.11.1 above, the
Network and the Network Status System will, in responding to two-
digit date input and providing date output, resolve any ambiguity
as to century in a manner which is consistent, clearly defined and
apparent to the user.
2.12 CTI shall ensure that each Station satisfies the minimum level ERP (as
specified in the Template) for each of Multiplexes B, C and D and will use
all reasonable endeavors to maximise ERP at each Station within the
maximum constraints specified in the Templates for each Station. CM shall
demonstrate compliance with these obligations by the relevant transmission
testing procedures described in Schedule 5 and Schedule 4 Part IV.
2.13 In the event that the population coverage predicted by the ITC for a
Template is not reached ("COVERAGE LOWS") despite CTI's compliance with
Clause 2.12, CTI will use all reasonable endeavours to overcome the
Coverage Loss with practical solutions (to be considered through the
Change Control Procedure) and will provide all reasonable assistance to
BDB in any consequential discussions with the ITC. If such Coverage Loss
is due to failure of CTI to comply with Clause 2.12, CTI will be
responsible for any costs and expenditure incurred in correcting such
failure and providing assistance
14
to BDB. In all other circumstances where BDB wish to have such corrective
works performed, the additional expenditure required will be met by BDB.
Use of Fibre Distribution Network
2.14 The Charges are based on the use by CTI of the Fibre Distribution Network.
British Telecommunications Plc ("BT") has offered to provide CTI with
fibre distribution services which will enable CTI to provide the
Distribution Services using the Fibre Distribution Network.
2.15 The price at which CTI has been offered fibre distribution services by BT
and therefore the charges set out in Part 1 of Schedule 2 are based on a
new tariff for a bespoke distribution network which can only be made
available if taken up by the operators of a minimum number of digital
terrestrial television multiplexes and CTI Is waiting confirmation from BT
that it can make the fibre distribution services available to CTI on the
basis of the tariff. However, CTI agrees to use all reasonable endeavors
to procure the availability of the Fibre Distribution Network as
contemplated in this Agreement.
2.16 If, during the first six months from the date hereof, the price at which
CTI is supplied by BT with the Fibre Distribution Network is materially
increased or the Fibre Distribution Network is no longer available either
because the operators of the multiplex used to transmit the digital
services of Channel 3 and Channel 4 or the BBC elect not to use the
bespoke distribution network contemplated in Clause 2.15 or as a result of
a regulatory intervention by, or other requirements of, the Director
General of Telecommunications, the Change Control Procedure shall be
invoked to discuss the implications of the intervention or other
requirements and, if BDB elects to continue with the Fibre Distribution
Network, BDB acknowledges that the Charges will be amended accordingly
(provided that CTI shall use all reasonable endeavors to reduce the amount
of any increase and shall follow all reasonable instructions of BDB
relating to the use of an alternative distribution system) and that in the
absence of such amendment CTI shall not be obliged to provide the Fibre
Distribution Network.
2.17 If, during the first six months from the date hereof, BT is unable to make
the fibre distribution services available to CTI as contemplated in Clause
2.14 and 2.15 and CTI can therefore cannot commit to providing the Fibre
Distribution Network. BDB shall have the option to require CTI to
substitute the Satellite Distribution Network on the basis set out in
Annex 1 (the provisions of which shall be substituted for the equivalent
provisions of Schedules 2, 3, 6 and 11) and the Satellite Distribution
Network shall become the Distribution Network for the purposes of this
Agreement.
3. OWNERSHIP OF THE NETWORK AND SCOPE OF THIS AGREEMENT
3.1 The Network shall be procured and/or constructed, operated and maintained
by CTI to provide, inter alia, the Services to BDB.
15
3.2 Subject to the provisions of Clause 3.3 all equipment and services
required by CTI to provide the Services (including but not limited to the
Sites, buildings, plant, the Distribution Network and the Transmission
Network) will be acquired, obtained or procured by CTI at its own cost.
3.3 [*].
3.4 The parties will ensure their financial advisers co-operate to seek an
early resolution to the manner in which the arrangements contemplated in
Clause 3.3 are best achieved.
3.5 Subject to Clauses 3.3 and 18.11, as between CTI and BDB, BDB shall have
no ownership of any part of the Network.
3.6 This Agreement relates, inter alia, to the rollout of the 81 Stations
specified in Schedule 8. If, without hereby creating any binding
obligation, the parties agree to include any Additional Stations in the
Network the terms on which such Additional Stations shall be provided,
including the order and speed of the rollout of the Subsequent Stations
shall be agreed in accordance with the Change Control Procedure save that
the Charges attributable to such Additional Stations shall be calculated
in accordance with the provisions of Schedule 12.
3.7 The Exclusive Equipment shall not be used by CTI to provide services to
itself or to any third party without the prior written consent of BDB.
4. ROLL-OUT OF THE STATIONS AND DISTRIBUTION NETWORK
4.1 CTI will construct and/or procure the construction of the Transmission
Network in accordance with best industry practice in the broadcasting
industry.
4.2 ITC shall bring each of the Stations into Operational Service on its Ready
for Service Date. The Initial Site Service Dates, subject to the
provisions of this Agreement, are as Follows:
4.2.1 for the Phase I Stations, the Initial Site Service Date shall be
the date 12 months from the grant of the Multiplex Licences
provided that CTI shall use its reasonable endeavors to bring each
of those Phase I Stations into
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
16
Operational Service on its Target Site Service Date or as soon as
practicable thereafter;
4.2.2 for each of the Phase II and Phase III Stations, the initial Site
Service Date shall be the Target Site Service Date as extended by a
period equal to the period of time between 30 September 1998 and
the latest Initial Site Service Date for a Phase I Station agreed
between the parties pursuant to Clause 4.2.1 or 4.3.1, as the case
may be, provided that CTI shall use its reasonable endeavors to
bring each of those Phase II and Phase III Stations on its Target
Site Service Date.
4.3 Without prejudice to Clause 4.2:
4.3.1 no later than 30 days after the grant of the Multiplex Licences,
CTI and BDB will consider, in good faith, whether the Initial Site
Service Dates for the Stations should be revised (taking into
account, amongst other things, the obligation of CTI to use
reasonable endeavors to bring each of the Stations into Operational
Service on its Target Site Service Date; the requirements of BDB
and of the digital terrestrial television industry generally,
including the requirements of CTI and NTL to have sufficient time
to roll-out the Stations in order to meet agreed Ready for Service
Dates; and any Advance Works carried out); and
4.3.2 not less than 90 days before each initial Site Service Date, CTI
and BDB will again consider, in good faith, whether that Initial
Site Service Date should be revised.
If CTI and BDB agree to the revision of an Initial Site Service Date
pursuant to this Clause 4.3 then BDB shall, having regard to its
obligations under the Multiplex Licences, and where relevant, use its
reasonable endeavors to seek the consent of the ITC (and any other
regulatory authority having jurisdiction) to an Amended Site Service Date.
If CTI and BDB agree and, where relevant, the ITC (and any other
regulatory authority having jurisdiction) consent to the Amended Site
Service Date, then such date shall be substituted as the Ready for Service
Date.
4.4 If, pursuant to Clause 4.3, CTI and BDB decide not to revise an Initial
Site Service Date, or fail to reach agreement relating to any proposed
revision to an Initial Site Service Date, or the ITC (or any other
regulatory body having jurisdiction) refuses to consent to any revision to
a Start of Service Date proposed as a consequence then that Initial Site
Service Date shall remain the Ready for Service Date unless, in the event
of the ITC refusing to consent to a revision to the Start of Service Date,
CTI and BDB nonetheless agree an Amended Site Service Date, in which case
said Amended Site Service Date shall become the Ready for Service Date.
4.5 If at any time an event occurs or circumstances arise which may delay the
bringing into Operational Service of any Station on the relevant Ready for
Service Date, then
17
CTI shall as soon as reasonably practicable (and in any event within 5
Business Days of CTI becoming aware of the event or circumstances in
question), notify BDB of that fact in writing. Such notification shall set
out:
4.5.1 the nature of the event or circumstances and whether they have
arisen as a result of any of the causes set out in Clause 4.7;
4.5.2 a description of the steps, if any, which CTI has identified are
necessary to rectify the matter and bring the Station into
Operational Service on the relevant Ready for Service Date or as
soon as practicable thereafter; and
4.5.3 the likely effect of the event or circumstances on the
achievability of the relevant Ready for Service Date.
4.6 Following receipt by BDB of any notification pursuant to Clause 4.5, CTI
and BDB shall discuss in good faith:
4.6.1 actions which can be taken to rectify the matter; and
4.6.2 any proposed change to the relevant Ready for Service Date.
4.7 Notwithstanding the foregoing, if any event or circumstance notified by
CTI under Clause 4.5 is, or arises as a result of, one or more of the
following:
4.7.1 a Force Majeure Event;
4.7.2 any material breach by BDB of any material obligations of BDB under
this Agreement which prevents CTI from performing the relevant
obligation under this Agreement; or
4.7.3 compliance with any applicable law, the mandatory requirements of
any national or supranational regulatory authority, the Radio
Regulations or any other applicable statutory obligations
(including, for the avoidance of doubt, frequency planning or
international frequency clearance issues);
then, such events shall be deemed, for the purposes of this Agreement, to
be outside the control of CTI save to the extent that the event arose (in
the case of an event under Clause 4.7.3 only) as a result of any breach of
this Agreement by CTI. Accordingly, CTI shall have no liability to the
extent delay arises from such events, whether under Clause 6.1 or
otherwise, to pay any Delay Rebate, damages or other compensation to BDB
as a result of the relevant Station not being ready for Operational
Service by the Ready for Service Date as a result of such events and that
Ready for Service Date shall be extended to the earliest practicable
Amended Site Service Date on which BDB requires and CTI can, using its
best endeavors, make the Station available for Operational Service in the
light of the relevant event. The provisions of Clause 5 shall apply to
determine whether the relevant Station is ready for Operational Service by
the Amended Site Service Date.
18
4.8 The costs (subject to Clause 17.7) of circumventing or rectifying the
consequences of the cause of delay set out in Clause 4.7 shall, save to
the extent that the event arose (in the case of any event under Clause
4.7.3 only) as a result of any breach of this Agreement by CTI be borne by
BDB.
5. TESTING
5.1 CTI shall, at its cost, test the Network and test each Station prior to
its Ready for Service Date in accordance with Part I of Schedule 5 and all
reasonable instructions of BDB. All Transmission Testing shall be
conducted in accordance with any applicable law, licence or regulatory
requirement (including, without limitation, the ITC Guidance Note on Test
Transmissions).
5.2 Each Station shall be made available for testing prior to its Ready for
Service Date as soon as reasonably required by BDB.
5.3 CTI shall provide BDB with reasonable advance notice of any Transmission
Testing and BDB or its authorised representatives shall have the right to
attend and monitor any Transmission Testing.
5.4 As soon as reasonably practicable before the Ready for Service Date for a
Station. CTI will confirm to BDB that the Station is ready for Operational
Service. Such confirmation shall be in writing and shall be accompanied by
a full set of test results for each station showing that the Transmission
Testing has been completed successfully. A Station shall be ready for
Operational Service when it has satisfied the Transmission Testing.
5.5 BDB shall have the right to verify the results of the Transmission
Testing. The costs of such verification shall be met by BDB save where
such verification reveals that the Station in question has not satisfied
the Transmission Testing in which case the costs of the verification and
any subsequent Transmission Testing shall be met by CTI.
5.6 Between the Ready for Service Date and the Actual Site Service Date of
each Station CTI shall perform such Test Transmissions from that Station
as may reasonably be requested by BDB such Test Transmissions to be
carried out at such times and for such periods as BDB may reasonably
require. The costs of the Test Transmissions shall be met by CTI. BDB
shall provide such BDB Signals or other material as are agreed with CTI
for the purpose of enabling Test Transmissions, to be carried out.
6. CONSEQUENCES OF FAILURE TO ACHIEVE READY FOR SERVICE, DATES
6.1 Subject to Clauses 4.2 and 6.2, if any Station is not ready for
Operational Service by the relevant Ready for Service Date, then CTI shall
be liable to pay a Delay Rebate in an amount in respect of the relevant
Station calculated in accordance with Part II of Schedule 7, for the
period from noon on the relevant Ready for Service Date to the Actual Site
Service Date. The Delay Rebate shall be credited against the Charges
19
payable in respect of the first month of the Year following the Year in
which the Ready for Service Date originally fell.
6.2 The Distribution Network for each Station shall be available for
Operational Service no later than the Ready for Service Date for that
Station. With respect to each Phase I Station, if the Distribution
Services are provided using the Fibre Distribution Network, CTI shall use
all reasonable endeavors to ensure that the Distribution Network for that
Phase I Station is ready for Operational Service on the date falling [*]
days before the Start of Service Date for that Phase I Station. For the
purposes of calculating Delay Rebate, due solely to failure to make the
Fibre Distribution Network for a Phase I Station available the Ready for
Service Date for that Phase I Station shall be deemed to be the date [*]
days before the Start of Service Date for that Phase I Station and CTI
shall not be liable in breach of contract for any failure to have the
Fibre Distribution Network for that Phase I Station ready for Operational
Service prior to that date.
6.3 If BDB elects to employ the Satellite Distribution System pursuant to
Clause 2.17, CTI shall ensure that the satellite space segment necessary
to provide the Distribution Services is available for use by CTI as from a
date to be agreed between the parties and, in any event, no later than 60
days prior to the first Start of Service Date.
7. MODIFICATIONS TO EXISTING ANALOGUE TRANSMISSION SYSTEMS
7.1 CTI shall, at its own cost and in a proper manner carry out or procure
that the work described in the Agreed Impact Schedule is carried out as
requested in order to enable Operational Service to commence from each
Station an the relevant Ready for Service Date and subject to Clause 7.3
in compliance with the Multiplex Licences and shall promptly carry out any
other work agreed by BDB and CTI to effect changes required to the
analogue transmitter network as a consequence of transmission on the
frequencies allocated to the BDB Multiplexes.
7.2 In the event that any analogue modification works are required to overcome
interference caused by or as a direct consequence of the Network to
analogue television broadcast services in addition to those works
identified in the Agreed Impact Schedule, then CTI will provide details of
the works to be carried out, the costs and estimated duration of such
works and such other information as BDB may reasonably require and CTI
will, where required by BDB, carry out such works and meet the reasonable
costs and expenses (provided that BDB shall not be charged more than its
appropriate share) of the carrying out of such works agreed by BDB (the
"EXPENDITURE").[*]
7.3 Nothing in this Agreement shall impose any obligation on CTI to carry out
domestic returning or antenna alignment or to establish a help desk or
similar facility to deal
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
20
with queries or complaints from the general public in connection with the
provision of the Services.
8. SECURITY AND SITES
8.1 CTI will take and procure that its sub-contractors take all such security
measures in relation to the Network (including, but not limited to at the
Sites) as would normally be taken by an experienced distribution and
transmission services provider including, but not limited to, security
measures at the Stations to protect against forcible entry and damage by
vandals and burglars using hand operated tools, including protection of
doors and windows in Station buildings, protection of antenna feeders by
scaled underground ducting, steel tube or trunking protection of feeds
located above ground to a height above anti-climbing guards on the
antenna support structures, and intruder alarms at all monitored
unattended Stations. CTI shall regularly review the efficacy of such
security measures and shall take additional security measures at Stations
allocated high priority status by CTI as set out in Schedule 8, such
additional security measures to include, without limitation, additional
monitored security fencing and security cameras.
8.2 Where CTI is not the owner of a Site and the owner of that Site wishes to
terminate CTI's right to use the Site, CTI will notify BDB of such
intended termination as soon as reasonably practicable and shall consult
with and where practicable pay due heed to any recommendations made by
BDB. CTI shall, in any event make all necessary arrangements for the
provision of a substitute station which shall become a Station for the
purposes of this Agreement, subject to receiving the consent of ITC (and
other relevant regulatory authorities) and BDB (such consent riot to be
unreasonably withheld by BDB). CTI shall use all reasonable endeavors to
ensure that this event does not give rise to a material deterioration of
the level or quality of the Services.
9. INDUSTRY LIAISON AND SPECTRUM MANAGEMENT
9.1 CTI will throughout the Term:
9.1.1 work closely with BDB and all relevant third parties in providing
its technical expertise and support (including, but not limited
to, BDB's chosen systems integrator, the ITC, the
Radiocommunications Agency. NTI., other relevant organisations,
other multiplex distribution and transmitter network services
operators, receiver, set top box and other equipment
manufacturers) with a view to achieving the interoperability of
services and equipment and the successful launch of digital
terrestrial television in the UK;
9.1.2 liaise with relevant organisations and groups such as the UK
Digital Television Group;
9.1.3 attend or be represented at relevant meetings (to the extent that
CTI is permitted or invited to attend) relating to digital
terrestrial television broadcasting; and
21
9.1.4 assist BDB where reasonably requested in preparing written
representations or submissions to regulators, industry or
government bodies or working groups relating to the subject
matter of this Agreement, including representations or
submissions relating to digital terrestrial television
broadcasting.
9.2 Throughout the Term, CTI will co-operate with and assist BDB where
reasonably requested by it, in relation to questions of spectrum
management or frequency clearances.
9.3 CTI will provide BDB with engineering advice on interference problems
arising from the roll-out of the Transmission Network. CIT will at its
own expense provide reasonable support to BDB equivalent to one CTI
engineer (including vehicle if required) for two man years of effort.
9.4 CTI will at its own cost verify coverage of the Stations as set out in
Schedule 4 Part IV until such time as the parties reasonably agree that
measured coverage correlates with predictions.
9.5 Further support will be made available to BDB (if required) for an extra
charge. This additional support will be charged on a rate card basis at
the following 1997 rates (which rates are subject to annual percentage
increase equal to the percentage increase in RPI over the previous twelve
months):
9.5.1 Engineer @: [*] per hour plus reasonable expenses;
9.5.2 Survey Vehicles @: [*] each per day or [*] each per week; and
9.5.3 Miscellaneous expenses (e.g. fuel, ferries, tolls) at cost.
10. LICENCES
10.1 CTI shall, subject to Part VI of Schedule 2, at its own cost, obtain and
maintain during the Term the TA Licences and the WTA Licences and all
other consents and clearances of whatever nature required to enable it to
lawfully perform its obligations under this Agreement (including, but not
limited to, local planning authority approvals and relevant site sharing
agreements in relation to any Third Party Sites) and CTI shall to the
extent required to operate the Network and provide the Services comply
with the terms of all such licences, clearances and consents and shall
not do anything or omit to do anything which would cause such licences,
clearances or consents to be suspended, avoided, adversely varied,
revoked or not renewed.
10.2 BDB shall obtain and maintain at its own expense during the Term the BDB
Multiplex Licences and all other consents and clearances required to
enable it to perform its obligations under this Agreement and BDB shall,
to the extent necessary to enable it to perform its obligations under
this Agreement, comply with the terms of such licences and consents and
shall not do anything or omit to do anything which would
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
22
cause such licences, clearances or consents to be suspended, avoided,
adversely varied or revoked.
11. BDB SIGNALS
11.1 BDB shall supply the BDB signals to CTI in accordance with the Handover
Requirements at the BDB interface.
11.2 In the event of interruption or degradation to the BDB Signals occurring
prior to receipt of the BDB Signals at the BDB Interface, the onus shall
be upon BDB to establish and remedy the cause, at its own cost. CTI shall
not be held to be in breach of any of its obligations under this
Agreement resulting solely from interruption or deterioration in the
quality of transmission of the BDB Signals in such circumstances provided
that CTI shall continue to transmit the BDB Signals to the extent it is
able to do so, unless instructed to the contrary by BDB.
11.3 BDB will supply the BDB Signals in such form as is necessary to permit
CTI to comply with the relevant provisions of the 1996 Act, the terms of
the BDB Multiplex Licences, the WTA and the Telecomms Act and any other
licence which governs the running of the Network.
11.4 Without limitation to the generality of Clause 11.3, BDB undertakes that
the BDB Signals will not contain any material:
11.4.1 which is defamatory, offensive or abusive or of an obscene or
menacing character; or
11.4.2 which constitutes a violation or infringement of the rights of
any person (including but not limited to all intellectual
property rights such as moral rights, rights of copyright or
confidentiality) or infringement of any law.
Provided that any breach of this Clause 11.4 shall not give CTI the right to
terminate this Agreement pursuant to Clause 18.
11.5 BDB warrants to CTI that it will perform its obligations under this
Agreement in compliance with all applicable laws and legally binding
regulations, directions, permissions, licences, waivers, consents,
registrations. approvals and other authorities of competent authorities
in the UK or elsewhere.
11.6 BDB will indemnify CTI against all losses, costs, claims, damages and
expenses arising out of a breach of Clauses 11.4 or 11.5 (A "RELEVANT
CLAIM").
11.7 If CTI becomes aware of a matter which might give rise to a Relevant
Claim:
11.7.1 CTI shall notify BDB immediately of the matter (stating in
reasonable detail the nature of the matter and, if practicable,
the amount claimed) and consult with BDB with respect to the
matter; if the matter has become the subject of proceedings, CTI
shall if the existence of the proceedings are known by it
23
notify BDB within sufficient time to enable BDB to contest the
proceedings before final judgment;
11.7.2 subject to any bona fide binding obligations of confidentiality,
CTI shall provide BDB and its advisers with reasonable access to
CTI premises and personnel and use its reasonable endeavors to
procure access to other relevant premises and personnel and to
all relevant assets, documents and records that it possesses or
controls for the purposes of investigating the matter and
enabling BDB to take the action referred to in Clause 11.7.4;
11.7.3 subject to any bona fide binding obligations of confidentiality,
BDB may, at its cost, take copies of the relevant CTI documents
or records, and photograph the premises or assets, specified in
Clause 11.7.2. CTI shall use reasonable endeavors to procure any
requisite consents to allow BDB to obtain copies of third party
documents or records in its control or possession.
11.7.4 CTI shall (subject to BDB indemnifying CIT against the cost or
damages incurred thereby):
(a) take any action and institute any proceedings, and give any
information and assistance BDB may reasonably request to:
(i) dispute, resist, appeal, compromise, defend, remedy or
mitigate the matter; or
(ii) enforce against a person (other than BDB) CTI's rights
in relation to the matter; or
(b) in connection with proceedings related to the matter (other
than against BDB) use advisers chosen by BDB and, if BDB
requests, allow BDB the exclusive conduct of the
proceedings; and
(c) not waive any defence or settle any claim without BDB's
prior written approval (such approval not to be unreasonably
withheld or delayed).
11.8 Nothing in this Clause 11 in any way restricts or limits CTI's general
obligation at law to mitigate a loss which it may incur as a result of a
matter giving rise to a claim pursuant to Clause 11.6.
11.9 Nothing in this Clause 11 shall impose any obligation on CTI to monitor
the BDB Signals to ensure that they do not contain any material
transmission of which would result in a breach of Clause 11.4.
11.10 In the event that BDB is required to suspend broadcasting of the BDB
Signals as a result of any breach of Clause 11.4 or otherwise as the
result of any applicable law, or regulatory requirement (including but
not limited to compliance with a direction of the ITC) for any reason,
CTI shall, upon receipt of written notification from BDB or
24
earlier if pursuant to a legal requirement, suspend provision of the
Services for the requisite period notified by BDB (or such longer period
as necessary pursuant to the legal requirement) provided that in doing so
CTI shall not incur any liability to pay Service Credits to BDB and BDB
shall continue to pay (subject to Clause 17.9) the Charges for the
Services in accordance with the provisions of Schedule 2.
12. EQUIPMENT LOCATED AT BDB PREMISES
12.1 BDB will permit CTI to locate:
12.1.1 Network Status System equipment comprising a personal computer
and interface (with suitable electronic firewall systems
installed) linked by data circuit to the TOC as described in
Schedule 3 Part IIIa: and
12.1.2 equipment to be installed in the CTI Area as described in
Schedule 6 Part I:
in such reasonably suitable location at BDB's Multiplex Centre as BDB my
determine, free of charge and to connect the same to a power source
provided at the cost of BDB.
12.2 CTI will be responsible and will otherwise procure at its own cost that
the data circuit is monitored and the database and the software
application and the other Equipment referred to in Clause 12.1 above are
maintained for the duration of this Agreement.
12.3 Ownership of the Equipment referred to in Clause 12.1 shall remain vested
in CTI. BDB shall nevertheless be responsible for the said Equipment once
it is installed on BDB premises and BDB shall be responsible for the
reasonable cost of replacing any part of the said Equipment that is
damaged lost or stolen while in BDB's custody other than as a result of
any act or omission on the part of CTI or its agents or contractors.
12.4 BDB shall grant CTI and its authorised sub-contractors all reasonable
access to the Equipment referred to in Clause 12.1 during normal business
hours for the purpose of installing, inspecting, maintaining, renewing,
upgrading and removing the said Equipment from the Multiplex Centre, as
necessary. CTI shall itself and shall procure that its sub-contractors,
comply with all applicable Health and Safety legislation and regulations
and any code of practice or safety at work rules operated by BDB or the
occupier of the Multiplex Centre in respect of the Multiplex Centre and
all other reasonable instructions of BDB or such owner or occupier of the
Multiplex Centre.
13. CONTRACT MANAGEMENT, REVIEW OF SERVICES AND DISPUTES
CONTRACT MANAGEMENT
13.1 BDB and CTI will meet, at regular intervals with such frequency as may be
reasonably required by BDB, for the purposes of project planning,
discussing and reviewing the provision of the Services and, In
particular, the progress of the rollout
25
plans. CTI shall provide project planning information to BDB with such
frequency and in such form as BDB may reasonably request.
Service Management Board
13. CTI and BDB will establish a Service Management Board (the composition of
which shall be agreed between CTI and BDB) to deal with all major matters
concerning the amendment, or the reviewing of the operation, of this
Agreement. The Service Management Board will consist of two or more
representatives of each party. The Service Management Board will meet at
least once a Year, or at such other times as is agreed between the
parties or is required under the terms of this Agreement. The Service
Management Board's remit will be as follows:
13.2.1 not less frequently than every three years during the Term to
perform a technical review of the Equipment comprised in the
Network and equipment available in the market. Where
opportunities are identified to operate the Services more cost
efficiently, the parties will co-operate in good faith and where
practicable CTI will, if required by BDB, take advantage of such
opportunities, provided neither party is disadvantaged as a
result;
13.2.2 to attempt to resolve any disputes that may arise between the
parties;
13.2.3 to consider and plan for the implementation of new services and
any Additional Stations; and
13.2.4 any other matters which the parties may agree from time to time.
Disputes
13.3 Any complaints, disputes or problems (each an "Issue") relating to this
Agreement will be escalated as set out in this Clause 13.3:
13.3.1 if an Issue is not resolved to the satisfaction of either party
within 30 days of both parties having first been aware of it,
then either party may refer the Issue to the Service Management
Board;
13.3.2 if an Issue is referred to the Service Management Board, then
each party must procure that their representatives on the Service
Management Board discuss the issue in good faith at the next
meeting of the Service Management Board with a view to resolving
it. Either party may convene a meeting of the Service Management
Board to be held within 14 days of an Issue being referred to it.
If the Issue is not resolved to the satisfaction of either party
within 7 days of the meeting of the Service Management Board,
then either party may refer the Issue to the Director of Options
of BDB, in the ease of BDB ("THE BDB NOMINEE") and to the Chief
Operating Officer of CTI in the case of CTI ("THE CTI NOMINEE");
26
13.3.3 if the Issue is referred to the BDB Nominee and the CTI Nominee,
then each party must procure that their representatives discuss
the Issue in good faith as soon as reasonably practicable and in
any event, within 14 days of the meeting of the Service
Management Board referred to in Clause 13.3.1;
13.3.4 if an Issue which relates solely to matters of an engineering or
technical nature is not resolved pursuant to Clause 13.3.3,
either party may refer it (with a request that the person
appointed does not have a conflict of interest) for adjudication
to the President for the time being of the Institution of
Electrical Engineers, or his nominee. The President or his
nominee shall act as an expert, not an arbitrator. The party
referring any Issue for adjudication must deliver to the expert
and the other party a notice setting out the matters in dispute
and any relevant supporting evidence. The other party shall be
entitled to reply to the notice and such evidence, delivering
such reply to the expert and the party referring the Issue.
Otherwise, the expert shall be entitled to decide on the
procedure he or she wishes to adopt. Any determination of the
expert must be in writing and shall be final and binding on both
parties failing any manifest error on the face of the decision.
Unless the expert determines otherwise, both parties will bear
their own costs of the determination and half the costs of the
expert;
13.3.5 if an Issue which does not relate solely to matters of an
engineering or technical nature is not resolved pursuant to
Clause 13.3.3, either party may refer it to mediation in
accordance with the Centre for Dispute Resolution procedures then
in force. The other party shall not be obliged to attend such
mediation. If after 30 days of the matter being referred to
mediation or if either party believes that mediation has not
resolved the Issue or it believes that it is not appropriate to
resolve the issue by mediation or the other party has refused to
attend mediation, then either party may proceed to litigation.
Unless agreed otherwise, each party will bear their own costs of
the mediation and half the costs of any third party involved;
13.3.6 except where clearly prevented by the nature of the Issue, the
parties shall continue performing their respective obligations
under this Agreement while any Issue is escalated in accordance
with this Clause 13.3. Without prejudice to the generality of the
foregoing, BDB shall continue to pay the Charges.
14. PERFORMANCE MONITORING AND REPORTING
Network Status System
14.1 CTI shall supply, install and maintain a Network Status System, (a
description of the functionality of which is set out in Part IIIA of
Schedule 3 and Part II of Schedule 6), which shall provide substantially
similar information regarding the status of the Network as Is available
to CTI, at the location described in Clause 12.1 or such other location
within the UK as BDB may reasonably direct. The Network Status System
27
shall give an overview of the entire Network indicating the current
status of the Distribution Network, the Transmission Network and all the
Stations.
Monitoring
14.2 CTI shall monitor, control and report on the transmission of the BDB
Signals against the Technical Specification.
14.3 CTI shall immediately notify the BDB Representative of any Transmission
Fault in relation to the Services and shall, as soon as reasonably
practicable, issue a Fault Report in the form reasonably prescribed by
BDB (to include, without limitation, a fault number, the time the
Transmission Fault occurred, the nature of the Transmission Fault and the
anticipated time it will take to remedy the Transmission Fault).
14.4 CTI shall respond to any Transmission Faults of which it becomes aware
(whether through its monitoring of the Services, as a result of such
Transmission Faults being reported to it by BDB or otherwise), as soon as
reasonably practicable, within the Response Times.
14.5 CTI shall monitor the quality of the BDB Signals received at the BDB
Interfaces. CTI shall, as soon as reasonably practicable, notify the BDB
Representative where any signal interruption or degradation is identified
at the BDB Interface and where requested by BDB will provide reasonable
assistance to BDB, at BDB's cost, in establishing and remedying its
cause.
14.6 Notices issued by CTI pursuant to Clauses 14.3 and 14.5 shall be
delivered via telephone in the first instance, and confirmed by e-
mail/fax to the BDB Representative at the Multiplex Centre or such other
number and address as BDB may notify to CTI for the purpose.
Performance Reporting
14.7 CTI shall produce a monthly performance review report relating to its
compliance with the Technical Specification in the previous month. The
report shall be provided in such format as BDB may reasonably require and
shall, in particular, set out the following:
14.7.1 a list of all Transmission Faults that have occurred during the
period covered by the report (including those which are not to be
taken into account in calculating Accountable Availability);
14.7.2 a separate list of all Transmission Faults which are to be taken
into account in calculating Accountable Availability which have
occurred during the period covered by the report together with
the actual response times and correction times; and
28
14.7.3 such other information as may reasonably be requested by BDB from
time to time.
14.8 The report required under Clause 14.7 shall be sent to the BDB
Representative within seven days of the end of each month.
Annual Reporting
14.9 On or before 1st February in each Year (or on such other date as may be
agreed between the parties), CTI will provide to BDB an annual written
report to be prepared at CTI's cost which:
14.9.1 describes the provision of the Services (including performance
changes and improvements of the Service) made during the last
Year;
14.9.2 contains information concerning technological developments in
telecommunications and broadcasting which are relevant to the
provision of the Services:
14.9.3 includes an executive summary; and
14.9.4 is otherwise in such format and contains such material as BDB may
reasonably request.
DTT Surveys
14.10 CTI will provide BDB with a Reception Survey in respect of Stations when
they are ready for Operational Service in such format as is described in
Schedule 4 Part IV. Nothing in this Agreement shall constitute any
warranty, representation or obligation on the part of CTI as to the size
of population actually capable of receiving the BDB Signals transmitted
by CTI under this Agreement.
Performance Database
14.11 Source material relevant to monitoring shall be recorded by CTI in an
electronic database (THE "PERFORMANCE DATABASE") which will be archived
monthly and the data kept for six years from the end of the Year to which
the material relates, CTI shall provide BDB and its authorised
representatives with reasonable access to the Performance Database.
15. MAINTENANCE
15.1 Without prejudice to CTI's obligations to provide the Services on the
terms of this Agreement:
15.1.1 CTI shall ensure throughout the term of this Agreement that it
has all necessary equipment, facilities, resources and services
to be able to provide the Services as described in Schedule 4
Part III;
29
15.1.2 CTI shall be entitled to interrupt the Services or to depart from
the Technical Specification in any life threatening or property
threatening emergency for the purposes of safety or if it is
necessary to do so for essential maintenance at any of the
Stations provided that CTI shall use all reasonable endeavours to
reduce the impact of such emergency or essential maintenance
works or repairs on the provision of the Services (including,
without limitation, by performing such essential maintenance
works or repairs at times when the audience for the services
transmitted from the relevant Stations are low);
15.1.3 CTI may also interrupt the DTT Transmission Services or depart
from the Technical Specification in order to carry out any
planned installation works on the antenna support structures at
any of the Stations;
15.1.4 CTI shall provide to BDB a schedule of planned maintenance on
antennas and structures on a rolling twelve month basis as set
out in Schedule 4 Part III;
and, save in cases of emergency, CTI will use all reasonable endeavours
to agree times and duration of any interruption or impairment of the
Services with the BDB Representative and use all reasonable endeavours to
minimise the duration of any such interruption or impairment.
15.2 In cases where the Services are provided from a Third Party Site, BDB
acknowledges that CTI may be required by the Site Owner to interrupt the
DTT Transmission Service from the Third Party Site, on reasonable prior
notice in the case of planned access or without notice in cases of
emergency, so that safe access may be gained to any mast or the Equipment
at the Third Party Site. CTI shall procure that the Site Owner does not
interrupt, or require CTI to interrupt, the BDB Transmission Service in
such circumstances save:
15.2.1 in the event of any life or property threatening emergency;
15.2.2 where any interference caused by the Equipment is creating
significant degradation to the services of the users of the Third
Party Site and the degradation still exists after the Site Owner
has taken all reasonable measures to contact and inform CTI of
such degradation and, where practicable to do so, the Site Owner
has allowed CTI a reasonable period to remedy any such
Interference;
15.2.3 it is required to do so by the Department of Trade and Industry
(or its statutory successor or equivalent); or
15.2.4 with the agreement and at the request of CTI (which shall not be
forthcoming without BDB's consent, such consent not to be
unreasonably withheld or delayed)
30
and CTI shall further procure that, where practicable, such interruptions
occur at times and for duration reasonably agreed with BDB and during
periods when the audience receiving the BDB Signals is anticipated to be
low.
15.3 In the case of a Transmission Fault which cannot be dealt with by remote
control, CTI shall ensure that the time from the occurrence of the
Transmission Fault until the time an Engineer attends at the site of the
Transmission Fault or other impairment does not exceed the relevant
Response Time.
15.4 CTI shall ensure that action is taken to rectify any Transmission Fault or
other impairment as soon as practicable after the time of the occurrence
of the Transmission Fault or other impairment.
15.5 CTI shall obtain, commission and provide at CTI's expense the Emergency
Reserve Equipment and the Disaster Recovery Systems and such other
equipment and services as would normally be held by a prudent distribution
and transmission services operator to restore distribution and
transmission services similar to the Services in the event of loss of the
same.
15.6 CTI shall permit BDB or its authorised representative by reasonable prior
arrangement to visit any of the Stations accompanied by a representative
of CTI, for the purpose of inspecting that part of the Network located
there. In such circumstances CTI shall be entitled to invoice BDB, as an
additional charge, its reasonable attendance costs of a member of the
local maintenance team calculated in accordance with CTI's standard
ratecard. This charge shall not apply before the Start of Service Date of
each Station. BDB shall itself and shall procure that its subcontractors,
comply with all applicable Health and Safety legislation and regulations
and any code of practice or safety at work rules operated by CTI (or NTL)
at the applicable Station.
16. CHANGE CONTROL
16.1 Except as expressly set out in this Agreement, any changes to this
Agreement or any of the Services proposed by CTI shall be dealt with in
accordance with Schedule 1, Part I.
16.2 Except as expressly set out in this Agreement, any changes to this
Agreement or any of the Services proposed by BDB shall be dealt with in
accordance with Schedule 1, Part II.
17. CHARGES, SAVINGS, PAYMENT AND BILLING
Charges and Payment for the Services
17.1 In consideration for the satisfactory performance by CTI of its
obligations under this Agreement BDB shall pay the Charges (in Pounds
Sterling) in accordance with the payment timetable and instalment
provisions set out in Schedule 2.
31
17.2 Upon this Agreement coming into full force and effect, Advance Payments
paid by BDB pursuant to the Pre-Contract Funding Agreement shall be set
off against the equivalent monthly charges which would have been payable
pursuant to this Agreement had this Agreement been in full force and
effect from the date hereof.
17.3 In the event that the Commencement Date occurs between 1 October 1998 and
31 December 1998 and in consequence CTI incurs any material additional
operational expenditure over the Term, BDB shall bear the cost of such
increase, the method of recovery to be determined under the Change Control
Procedure. If this Agreement has not become unconditional in accordance
with its terms prior to 1 January 1998, then:
17.3.1 In the event that the Term will extend beyond 31 December 2010,
for the period commencing 1 January 2011 until the expiry of the
Term ("RELEVANT PERIOD"), CTI shall be entitled to recover Charges
at a fair market price in respect of the Relevant Period to be
agreed between the parties. In default of agreement between the
parties as to fair market price, the provisions of Clauses 18.2
and 18.3 shall apply mutatis mutandis as if references in those
Clauses to the Extended Term were references to the Relevant
Period; and
17.3.2 the Charges shall be adjusted by an amount equal to any bona fide
material overall variation (A "COSTS VARIATION") to CTI's third
party costs or operational costs relating to the provision of the
Services to be agreed by the parties. In default of agreement
between the parties as to the amount of that Costs Variation, the
provisions of Clauses 18.2 and 18.3 shall apply mutatis mutandis
as if references in those Clauses to the Extended Period were
references to the Relevant Period and references to fair market
price were to the Costs Variation.
17.4 The Charges are based on the provision of the Services and the roll-out of
the Stations as set out in this Agreement. If the roll-out of the Stations
is revised, the Charges shall be adjusted by CTI by an amount agreed
pursuant to the Change Control Procedure.
17.5 CTI will operate a transparent open book approach to the provision of the
Services, including, but not limited to, by providing BDB with access to
CTI's information regarding CTI's costs in acquiring the Equipment,
constructing or procuring the Network and providing the Services.
Information provided under this Clause will be provided to BDB pursuant to
Clause 17.6 or at such other times as reasonably requested by BDB.
17.6 [*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
32
Savings
17.7 Throughout the Term CTI will work with BDB, other multiplex licensees and
equipment and service providers to seek to reduce CTI's costs in
providing the Services. To the extent that any overall savings are
achieved which have not (in respect of the Agreed Proportion thereof)
been applied by CTI to defray increased or unforeseen costs in lieu of
the Contingency Amount, CTI will reduce the Charges by an amount equal to
the Agreed Proportion of such savings such reduction to be implemented in
such a manner as to avoid financial disadvantage to CTI caused by any
changes to the instalment payment of the Charges.
17.8 CTI shall use its reasonable endeavours to mitigate costs it may incur
pursuant to Clauses 4.7 and 4.8 and, if CTI makes an overall saving in
its costs as a result of a delay pursuant to Clause 4.7 such overall
savings shall be passed in their entirety on to BDB by way of a reduction
to the Charges the manner of implementation of which shall be agreed
through the Change Control Procedure.
17.9 If CTI makes any overall saving in its costs as a result of the
suspension of the provision of the Services pursuant to Clause 11.10, it
shall pass on the benefit of such overall savings to BDB in its entirety
by way of a reduction to the Charges, the manner of implementation of
which shall be agreed through the Change Control Procedure.
Invoices
17.10 CTI will invoice BDB monthly in arrears, with invoices to be issued at
the end of each month. The first such invoice will be issued at the end
of the first full month since this Agreement became unconditional in
accordance with its terms. All invoices will be addressed to Director of
Operations, at the address in Clause 24.
17.11 Each invoice rendered by CTI shall be accompanied by such billing
information and be in such format as BDB may reasonably require and as
may be required by law or regulatory requirements.
17.12 Except in the event of a disagreement as to the amount due, correctly
prepared and submitted invoices shall be paid by BDB on the 13th day
following the date of CTI's
33
invoice (the "DUE DATE"). Invoices shall be payable by electronic funds
transfer to Royal Bank of Scotland plc, Corporate Banking Office, P.O.
Box 450, 5-10 Gt. Tower Street, London, EC3P 3HX (account no. 20071038,
sort code 16-04-00) or in such other manner as CTI may reasonably direct
and shall be paid in full, subject only to Clause 17.14, without any
withholding, set-off or deduction whatsoever.
17.13 CTI may charge interest on outstanding amounts payable to CTI from the
Due Date until payment in full is received by CTI at a rate equal to 2
per cent. per annum above the base lending rate of the Royal Bank of
Scotland plc as current from time to time whether before or after
judgement. Interest accrues daily and will continue to accrue on any
unpaid amounts notwithstanding termination of this Agreement for any
cause.
17.14 Subject to Schedule 7, if any Service Credits or Delay Rebate are payable
hereunder, such Service Credits and Delay Rebate shall be deducted from
the Charges by an adjustment made by CTI to the first payment due in
respect of the Year following the Year in which the Service Credits or
Delay Rebate accrued. Any Service Credits or Delay Rebate payable in
respect of the final Year shall be paid by CTI to BDB no later than 30
days after the termination or expiry of this Agreement.
18. TERM, TERMINATION AND SUSPENSION
Commencement and the Term
18.1 This Agreement shall come into force as provided in Clause 2.1 and unless
terminated earlier shall continue in force for the Term.
18.2 BDB shall have the option to extend the Term for a further period of not
less than 6 years but not exceeding 12 years (the "EXTENDED TERM") by
giving notice in writing to CTI not less than 12 months' prior to the
expiry of the Term. Such Extended Term to be on the then current terms of
this Agreement save that the Charges shall be revised to a level agreed
by the parties to represent a fair market price for the Services to be
provided during the Extended Term having regard amongst other things to
the availability of the existing Network and Equipment and any expected
replacement costs thereof.[*]
18.3 [*]
[*] indicates where text has been omitted pursuant to a request for
confidential treatment. The omitted text has been filed with the
Securities and Exchange Commission separately.
34
Termination
18.4 Subject to Clause 18.5, if either party is in material breach of this
Agreement (the "BREACHING PARTY"), the other party may, by notice in
writing, terminate this Agreement by giving three months' prior written
notice.
18.5 In the case of a material breach of this Agreement which is remediable,
the other party may serve a notice on the Breaching Party giving details
of the breach and requiring it to remedy the breach within 30 days of
receipt of the notice. If the Breaching Party fails to remedy the breach
within the period specified in the notice then the other Party may
terminate this Agreement by giving two months' prior written notice
during which BDB, if the other party, may suspend taking the Services and
payment of the Charges to CTI.
18.6 BDB may terminate this Agreement on 30 days written notice if any TA
Licences are suspended or revoked thereby preventing the lawful
performance by CTI of this Agreement.
18.7 In the event of a suspension or revocation of a right to use a frequency
under a WTA Licence:
18.7.1 CTI shall endeavour to reverse the effect of the suspension or
revocation;
18.7.2 if CTI cannot implement Clause 18.7.1, the parties shall attempt
to agree on whether to exclude the affected Station from the
Services and the consequent reduction in the Charges; and
18.7.3 in the event that neither of the above are achieved within 30
days or any longer period reasonably agreed by the parties, BDB
may terminate this Agreement on 30 days written notice provided
that the effect of the suspension or revocation is such as to
cause the ITC to revoke or threaten to revoke the Multiplex
Licences or otherwise has the effect that BDB is deprived of
revenue equivalent to three month's worth of Relevant Revenue.
For the purpose of this clause Relevant Revenue means 2% of BDB's
revenue for the twelve months preceding the event.
18.8 Either party may terminate this Agreement with immediate effect by
written notice if:
18.8.1 a liquidator, administrative receiver, administrator or receiver
is appointed (other than for the purpose of an amalgamation or
reconstruction, the terms of which have been previously approved
by the party having the right to terminate (such approval not to
be unreasonably withheld or delayed in the
35
case of a solvent amalgamation or reconstruction)) in respect of
the whole or a material part of the assets and/or undertaking of
the other party; or
18.8.2 the other party enters into an arrangement or composition with
its creditors, or if it becomes unable to pay its debts within
the meaning of section 123 of the Insolvency Act 1986.
Suspension
18.9 CTI may suspend provision of the Services in whole or in part until
further notice on notifying BDB in writing with immediate effect from
receipt by BDB of the notice on the occurrence of any of the following (a
"SUSPENSION EVENT"):
18.9.1 BDB is in material breach of this Agreement which, in the case of
a breach capable of remedy, BDB has failed to remedy within 30
days of receipt of notice from CTI to do so; or
18.9.2 any licence required by law to be held by BDB is cancelled,
revoked, not renewed, suspended or otherwise terminated by the
relevant licensing body thereby preventing the lawful performance
by CTI of this Agreement;
18.9.3 The suspension of this Agreement is required in order to comply
with a mandatory order, instruction or request of any government
minister, The Home Office, The Channel Islands, Isle of Man
Authorities, an emergency services organisation or any other
competent administrative authority.
Provided that BDB will nevertheless remain liable for its payment
obligations under the Agreement (subject to CTI mitigating its losses)
and CTI's right to suspend the provision of the Services pursuant to this
Clause shall only apply in respect of any particular Station or BDB
Multiplex to the extent that and for so long as the Suspension Event
occurred in respect of that Station or BDB Multiplex. Subject to BDB
continuing to meet its payment obligations as aforesaid CTI agrees that
the right of suspension, where exercised, shall be CTI's sole remedy for
any breach in respect of which the right to suspend has been exercised.
If CTI makes any overall savings, in its costs as a result of suspension
pursuant to this Clause 18.9 it shall pass the benefit of these savings
to BDB by crediting such saving as a reduction in the Charges, the manner
of implementation of which shall be agreed through the Change Control
Procedure.
Consequences of Termination
18.10 Expiration or termination for whatever reason of this Agreement will not
affect any rights of the parties which have accrued prior to its
expiration or termination including, without limitation, any right to
claim damages for breach of this Agreement.
36
18.11 If pursuant to Clauses 18.4, 18.5, 18.7, 18.8 or 20.2 BDB becomes
entitled to and does exercise its right to terminate this Agreement it
may also exercise a right to purchase Exclusive Equipment in accordance
with and subject to the provisions of Schedule 10.
19. WARRANTIES
19.1 Each party warrants to the other that it has full power and authority to
enter into and perform its obligations under this Agreement.
19.2 CTI warrants to BDB that the use of the Network and the Services by BDB
in accordance with this Agreement will not place BDB in breach of any
law, regulation, direction, permission, waiver, consent, registration,
approval or other authorisation.
20. FORCE MAJEURE
20.1 If a party (the "AFFECTED PARTY") is prevented, hindered or delayed from
or in performing any of its obligations under this Agreement by a Force
Majeure Event:
20.1.1 the Affected Party's obligations under this Agreement are
suspended from notification of the event in accordance with
Clause 20.1.2 while the Force Majeure Event continues but only to
the extent that it is so prevented, hindered or delayed:
20.1.2 immediately after the start of the Force Majeure Event the
Affected Party shall notify the other party in writing of the
Force Majeure Event, the time and date on which the Force Majeure
Event started and the effects of the Force Majeure Event on its
ability to perform its obligations under this Agreement;
20.1.3 the Affected Parry shall make all reasonable efforts to mitigate
the effects of the Force Majeure Event on the performance of its
obligations under this Agreement; and
20.1.4 immediately after the end of the Force Majeure Event, the
Affected Party shall notify the other party in writing that the
Force Majeure Event has ended, the duration of the Force Majeure
Event, and shall resume performance of its obligations under this
Agreement.
20.2 As soon as reasonably practicable and in any event within 48 hours
following notification by CTI of a Force Majeure Event CTI shall develop
and provide to BDB an outline plan of action for overcoming the Force
Majeure Event and a timetable for implementation thereof for
consideration by BDB. If such plan is acceptable to BDB, CTI shall
proceed to implement such plan provided that BDB may terminate this
Agreement by giving not less than 10 days written notice if such plan is
not successfully implemented so as to end the Force Majeure Event within
the timescales agreed. If the parties fail to agree an outline plan or
CTI fails to meet the said agreed
37
timescales the parties shall, through the Change Control Procedure and
subject to regulatory consents, attempt to agree to vary the Services and
the Charges, and in default of such agreement within such timescales as
BDB shall reasonably determine then BDB shall be entitled to terminate on
30 days prior written notice.
21. LIABILITY AND INSURANCE
21.1 Each party shall maintain appropriate insurance against any loss,
damages, claims or actions arising out of the performance by it of its
obligations under this Agreement from:
21.1.1 personal injury or death;
21.1.2 public liability; and/or
21.1.3 any other liability for which either is required by law to
insure.
21.2 Service Credits shall be payable by CTI in the manner calculated as set
out in Schedule 7.
21.3 BDB's entitlement to Delay Rebate and Service Credits of all Stations in
any twelve month period shall not exceed [*] in aggregate. For the
avoidance of doubt, nothing in this Clause 21.3 shall prevent BDB from
claiming damages in respect of any breach of this Agreement which might
otherwise have given rise to an entitlement to a Delay Rebate or Service
Credits.
21.4 CTI's total aggregate liability in respect of all claims made under or in
connection with this Agreement (including Services Credits and Delay
Rebates) arising out of any event or series of events in any Year will be
limited to an aggregate amount equal to [*] as set out in Schedule 2
Table 1, whether such liability arises in contract, tort, negligence,
misrepresentation, breach of statutory duty or otherwise howsoever.
21.5 CTI shall not be liable to BDB for loss of profits or for any indirect,
special, incidental or consequential loss whatsoever arising out of its
performance of or failure to perform this Agreement, whether in contract,
tort, negligence, misrepresentation, breach of statutory duty or
otherwise howsoever.
21.6 Nothing in this Agreement shall exclude CTI's liability for death or
personal injury caused by its negligence.
21.7 BDB shall not be liable to CTI for loss of profits or for any indirect,
special, incidental or consequential loss whatsoever arising out of its
performance of or failure to perform this Agreement, whether in contract,
tort, negligence, misrepresentation, breach of statutory duty or
otherwise howsoever provided that this Clause 21.7 is not intended to and
shall not operate to deprive CTI of damages calculated on the basis of
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
38
the revenue it would have earned from BDB under this Agreement but for a
breach by BDB of this Agreement.
21.8 Nothing in this Agreement shall exclude BDB's liability for death or
personal injury caused by its negligence.
22. ASSIGNMENT AND SUB-CONTRACTING
22.1 This Agreement is personal to the parties hereto and neither may assign,
transfer, charge or deal in any other manner with this Agreement other
than as expressly set out below except that CTI shall be entitled to
assign its rights to payments under this Agreement by way of security to
any person providing finance to it or to any member of its Group subject
to receiving BDB's prior written consent (such consent not to be
unreasonably withheld).
22.2 Each of CTI and BDB shall be entitled to assign this Agreement to any
wholly-owned subsidiary provided that:
22.2.1 the transferor procures that the transferee is bound by a direct
covenant with the other party to observe all the terms of this
Agreement and the obligations of the transferor contained in this
Agreement if the transferee were a party to this Agreement; and
22.2.2 if any transferee ceases to be a wholly-owned subsidiary of the
transferor, this Agreement will be transferred back to the
transferor, or to a wholly-owned subsidiary of the transferor.
22.3 BDB may on notice to CTI assign this Agreement to any person holding a
valid licence to provide multiplex services over the BDB Multiplexes
providing that the proposed assignee enters into an legally binding
covenant with CTI to be bound by and perform the obligations of BDB under
this Agreement from the date of the assignment as if the assignee were
party to this Agreement in place of BDB.
22.4 CTI may, with BDB's prior written consent, sub-contract any of its
obligations under this Agreement (such consent not to be unreasonably
withheld) providing that CTI procures that the sub-contractor complies
with CTI's obligations under this Agreement as if it were a party to this
Agreement in place of CTI. Nothing in this Clause 22.4 will relieve CTI
of any of its liabilities or obligations under this Agreement.
23. INFORMATION AND CONFIDENTIALITY
23.1 Each party agrees and undertakes that during the Term, and thereafter, it
will keep confidential and will not use for any purposes other than as
contemplated in this Agreement or, without the prior written consent of
the other, disclose to any third party the terms of this Agreement or any
information of a confidential nature which is supplied to it under this
Agreement or of which it becomes aware in the performance of this
Agreement unless:
39
23.1.1 such information is required to be disclosed to the respective
financiers of CTI or BDB, to members of their respective Groups
or their shareholders, subject in each case to such companies or
individuals agreeing that the information shall be confidential
in terms substantially similar to this Clause 23.1;
23.1.2 such information is public knowledge, or subsequently becomes
public knowledge, other than by breach of this Agreement;
23.1.3 such information subsequently comes lawfully into the possession
of the party in question from a third party; or
23.1.4 the disclosure of such information is required pursuant to law,
by any court of competent jurisdiction or any regulatory
authority, including any recognised stock exchange or any
taxation authority.
23.2 To the extent that it is necessary to disclose confidential information
pursuant to the provisions of this Clause 23.2 or otherwise as is
necessary to implement the provisions of this Agreement, either party may
disclose any confidential information concerning this Agreement to its
employees, agents, professional advisers or authorised sub-contractors on
a "need-to-know basis"; provided that before any such disclosure such
party shall make such persons aware of its obligations of confidentiality
under this Agreement and shall at all times procure compliance by such
persons with these obligations of confidentiality as if they were party
to their Agreement.
23.3 CTI may not refer to this Agreement in any publicity or advertising
material without first obtaining BDB's written consent.
24. NOTICES
24. Any notice to be served by either party shall be in writing and shall be
sent to the following addresses:
CTI: Chief Executive Officer
CTI
Warwick Technology Park
Gallows Hill
Heathcote Lane
Warwickshire CN34 6TN
Fax No: 01926 416026
Copy to: Nick Davies
CTI
Warwick Technology Park
40
Gallows Hill
Heathcote Lane
Warwickshire CN34 6TN
BDB: Director of Operations
British Digital Broadcasting
c/o 25 Knightsbridge
London SWIX 7RZ
Fax No: 0171 663 6330
Copy to: Company Secretary
British Digital Broadcasting
c/o 25 Knightsbridge
London SWIX 7RZ
Fax No: 0171 663 6330
24.2 Any notice, invoice or other document which may be given by either party
under this Agreement will be deemed to have been duly given if left at or
sent by post (whether by letter or, where the parties agree in writing, in
any other form) or facsimile transmission to the address and fax numbers
to any other address or fax number to each other in writing in accordance
with this Clause as an address to which notices, invoices and other
documents may be sent. Any such communication will be deemed to have been
made to the other party:
24.2.1 if sent by hand, when delivered;
24.2.2 if sent by post, 48 hours after the envelope containing such
notice was posted; or
24.2.3 if sent by facsimile, when the transmission of the facsimile is
confirmed delivered complete, if delivered on a Business Day, or,
if not, at 9.30 a.m. (British Standard Time) on the next Business
Day following transmission.
24.3 It is further agreed that notices sent by facsimile will also be confirmed
by sending a signed copy by hand or by post, the copy to be posted or
delivered within 24 hours of sending the facsimile.
25. [*]
25.1 [*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
41
25.2 [*]
25.3 [*]
25.4 [*]
25.5 [*]
25.6 [*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
42
25.7 CTI shall operate this Agreement in good faith.
26. RESTRICTIVE TRADE PRACTICES
26.1 If there are provisions of this Agreement (or of an agreement, or
arrangement of which it forms part) by virtue of which particulars of this
Agreement (or of an agreement of which it forms part) are, at the date of
this Agreement required to be furnished to the Director General of Fair
Trading under the Restrictive Trade Practices Acts 1976-1977:
26.1.1 The parties shall ensure that those particulars are furnished as
soon as possible and in any event within the time specified by
those Acts; and
26.1.2 Those provisions do not take effect until the day after those
particulars have been furnished.
27. GENERAL
27.1 The failure to exercise or delay in exercising a right or remedy provided
by this Agreement or by law does not constitute a waiver of the right or
remedy or a waiver of any other right or remedy. No single or partial
exercise of a right or remedy provided by this Agreement or by law
prevents further exercise of the right or remedy or the exercise of
another right or remedy.
27.2 A variation or amendment of this Agreement is valid only if it is made in
writing and signed by or on behalf of each party.
27.3 Except where this Agreement provides otherwise, the rights and remedies
contained in this Agreement are cumulative and not exclusive of any rights
or remedies provided by law.
27.4 A party has no authority or power to bind, to contract in the name of, or
to create a liability for the other party in any way or for any purpose.
27.5 This agreement together with the Equipment Purchase Agreement between
Granada Group PLC, Carlton Communications pie and Castle Transmission
International Ltd of even date herewith supersedes any previous written or
oral agreement between the parties in relation to the matters dealt with
in this Agreement including the
43
Memorandum of Understanding dated 4th August 1997 and, together with the
Schedules and Annexures and any document incorporated by reference herein,
contains the whole agreement between the parties relating to the subject
matter of this Agreement.
27.6 The invalidity or unenforceability of any individual provision(s) of this
Agreement shall not affect any other provision herein or render this
Agreement invalid or unenforceable.
27.7 This Agreement is made between principals and shall not be deemed to
create any partnership between the parties and neither party shall hold
itself out as agent or partner of the other except as specifically
contemplated under this Agreement.
27.8 In the event of any inconsistency between the general provisions of this
Agreement and any of the provisions contained in any of the Schedules,
attachments, annexures to it or to documents or agreements referred to in
this Agreement, the provisions of this Agreement shall take precedence.
28. VALUE ADDED TAX
28.1 All sums due to either party under this Agreement are exclusive of VAT
thereon, if any, which shall be charged in addition thereto in accordance
with the relevant law in force at the time of making the relevant taxable
supply and shall be payable by the paying party only against receipt from
the other of a valid VAT invoice in respect thereof.
28.2 Where under this Agreement one party has agreed to reimburse or indemnify
the other in respect of any payment made or cost incurred by the other,
then the first party shall also reimburse any VAT paid by the other which
forms part of its payment or costs incurred to the extent that such VAT is
not available for credit for the other (or for the representative member
of the other's VAT group) under sections 25 and 26 of the Value Added Tax
Act 1994 (or any replacement or equivalent provision).
29. JURISDICTION
This Agreement will be governed by and construed and interpreted in
accordance with English law, and the parties hereby submit to the
exclusive jurisdiction of the English courts.
30. COUNTERPARTS
This Agreement may be executed in any number of counterparts each of which
when executed and delivered is an original, but all the counterparts
together constitute the same document.
44
SCHEDULE 1
CHANGE CONTROL PROCEDURE
PART I - CHANGES PROPOSED BY CTI
1. If CTI proposes any changes to this Agreement or any of the Services then
CTI must submit to BDB a document (a "CHANGE REPORT") describing the
suggested changes, and detailing:
1.1 the reason for the proposed change;
1.2 any impact the change may have on the timing for provision of any
Services under this Agreement and whether, for example, but without
limitation, it will have an effect on any Ready for Service Date and
Start of Service Date;
1.3 any impact the change would have on the costs of implementing and
providing the Services and the Charges payable under this Agreement;
1.4 a description of the benefits that the change would make to the
provision of the Services, if any; and
1.5 any other changes that would be required to any aspect of this
Agreement if the change were implemented.
2. Within 10 Business Days of receipt by BDB of a notice under paragraph 1,
BDB and CTI shall discuss in good faith the proposed change with a view to
agreeing whether to amend this Agreement. Pending an agreed change this
Agreement shall continue unamended.
3. CTI shall nominate a representative who will act as a single point of
contact, and take responsibility for progressing change requests whether
made by CTI or BDB.
PART II - CHANGES PROPOSED BY BDB
4. If BDB at any time proposes changes to this Agreement or the Services then:
4.1 Within 20 Business Days of receipt of a notice from BDB proposing a
change, CTI must submit to BDB a Change Report detailing the matters
set out in paragraphs 1.1 to 1.5 of Part I of this Schedule.
4.2 Within 10 Business Days of receipt by BDB of a Change Report under
paragraph 4.1 of Part II of this Schedule, the parties shall discuss
in good faith
45
the proposed change with a view to agreeing whether to amend this
Agreement. Pending an agreed change this Agreement shall continue
unamended.
4.3 All change requests must be authorised by the BDB Director of
Operations or his nominee from time to time notified to CTI.
46
SCHEDULE 2
THE CHARGES
PART I - SCHEDULE OF CHARGES
TRANSMISSION TOTAL CHARGES
YEAR [*] SERVICES' CHARGES
[*] (Pounds)000S (Pounds)000S
1997 [*] [*] [*]
1998 [*] [*] [*]
1999 [*] [*] [*]
2000 [*] [*] [*]
2001 [*] [*] 19,285
2002 [*] [*] 19,307
2003 [*] [*] 19,310
2004 [*] [*] 19,314
2005 [*] [*] 19,317
2006 [*] [*] 19,321
2007 [*] [*] 19,324
2008 [*] [*] 19,732
2009 [*] [*] [*]
2010 [*] [*] [*]
TOTAL [*] [*] [*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
47
PART II - ANNUAL RPI INCREASES
The Charges set out in Part I of this Schedule (the "UNADJUSTED CHARGES") are
shown before the effect of increases calculated in accordance with this Part II.
With effect from each anniversary of 1 January 1998 (the "REVIEW DATE") the
Unadjusted Charges shall be subject to RPI review and shall be increased by an
Adjustment Factor as set out below.
An "ADJUSTMENT FACTOR" is calculated for each calendar year starting with a
value of 1 on 1 January 1998. The Adjustment Factor for the year commencing at
each Review Date is calculated by increasing the Adjustment Factor for the
previous calendar year by the Adjusted Rate of Inflation (as defined below). The
Charges for the current calendar year are calculated by multiplying the figure
for the Unadjusted Charges in respect of that year set out in Part I of this
Schedule by the Adjustment Factor.
The "ADJUSTED RATE OF INFLATION" shall be calculated by [*] the Rate of
Inflation.
The "RATE OF INFLATION" shall be calculated as follows:
Rate of Inflation = A - B x 100 (shown as a percentage amount)
-----
B
Where A = RPI at 31 December, immediately prior to the Review Date
B = RPI at 31 December, 12 months preceding the Review Date
All the above can be written as a formula:
Current year Charges = Unadjusted Charge set out in Part I of this Schedule x
Adjustment Factor
where:
Adjustment Factor =
Adjustment Factor for previous calendar year x (1 + A - B [*])
-----
B
and
Adjustment Factor for the first calendar year of the Term = 1
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
48
In the event that RPI is reset or no longer published, the above calculation
will be replaced with an equivalent formula which will result in the same
Adjusted Rate of Inflation as would have been achieved had the RPI remained
available or not been reset as the case may be.
If in recalculating the Charges prior to the 5/th/ Anniversary of 1 January 1998
the Rate of Inflation shall exceed [*], but shall not exceed [*], then [*] shall
be deemed to be the Rate of Inflation for the purposes of calculating the
Charges for the year in question. If in such recalculation of the Charges, the
Rate of Inflation shall exceed [*] then the parties shall renegotiate in good
faith and on an open book basis the [*] deemed Maximum Rate of Inflation to be
applied in calculating the relevant Charges.
PART III - [*]
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
49
[*]
PART IV - THE CONTINGENCY
The Charges have been calculated with the inclusion of an amount of [*] (the
"CONTINGENCY AMOUNT").
The Contingency Amount is intended to be utilised by CTI in defraying unforeseen
or increased costs to the extent that such increased or unforeseen costs have
not be defrayed by CTI from savings pursuant to Clause 17.7. If by a date
falling three months after the last Station comes into Operational Service
(excluding any Additional Stations, unless otherwise agreed by the Parties)
there shall remain unutilised any balance of the Contingency Amount in respect
of any identified category of expenditure, the balance shall be utilised to
provide a
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
50
reduction in the Charges in a manner to be agreed between the parties failing
which it will be set off against the charges pro-rata for the remainder of the
Term.
PART V - BASIS OF CHARGING [*]
PART VI - THE WTA LICENCE FEE
To the extent that any licence fees are payable by CTI in respect of any WTA
Licences relating solely to the operation of the BDB Multiplexes:
1.1 shall exceed [*] per annum per BDB Multiplex then the Charges in respect of
the year in which the WTA Licence fee is payable shall be increased by an
amount equal to that excess; or
1.2 fall short of [*] per annum in the first full year following the last
Station coming into Operational Service (excluding any Additional Stations,
unless otherwise agreed by the parties) or any subsequent year in which the
WTA Licence fee is payable per BDB Multiplex then the Charges in respect of
that year that shall be reduced by an amount equal to the shortfall.
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
51
SCHEDULE 3 CONFIGURATION OF THE NETWORK
PART I - DISTRIBUTION
Multiplex distribution provides resilient terrestrial circuits from the
Multiplex Centre to each of the 81 transmitting stations.
The circuits will be provided by BT on behalf of CTI, and will comprise
diversely routed dual fibre circuits carrying three multiplexes to BT network
access points. At these access points the BDB signals will be combined with
those from other DTT multiplex operators for onwards delivery via a common
network.
Interfaces will be provided at the Multiplex Centre to enable transport streams
with different programming to be fed independently to six "macro regions". This
facility will be provided for multiplexes B, C and D. The Stations within each
macro region will be as for Multiplex 2 unless otherwise agreed by the parties
through the Change Control Procedure.
NETWORK TECHNOLOGY & RESILIENCE
Terrestrial circuits will be designed to provide availabilities of 99.99%
through the use of optical fibre circuits. This diversity will be maintained
throughout the network, such that there are no common points of failure. At a
few of the very remote sites, where the provision of dual optical fibre paths is
not practicable, service may be provided on duplicated digital radio links,
engineered to the same level of availability.
The network will consist of circuits providing connectivity from the local BT
network nodes to the transmitter sites. These circuits will be provided
specifically for this purpose on dedicated optical fibres. To maintain
resilience upon the failure of a single incoming circuit, the line-termination
plant will be configured to provide 'cross protection', such that upon the
failure of one incoming circuit, the remaining diverse feed will feed both
halves of the core network or transmitter input equipment.
A core national network, providing interconnection between the BT nodes, will be
provided on existing BT digital line plant using SDH technology. The automatic
re-routing capabilities of BT's SDH network will ensure that full diversity is
restored automatically should any individual element of the core network fail.
TOPOLOGY
Although a common delivery network will be utilised, aggregation with other
broadcasters signals will be carried out at BT network nodes, and BDB's signals
will not be routed via any other broadcasters premises. The multiplexes, as
originated from the Multiplex Centre, will be delivered to each of the primary
sites listed below. Where any secondary Sites are shown these will be fed via
the primary Sites, from the output of the SI processing equipment.
52
SCHEDULE 3 - TABLE 1; SI Processing Primary and Secondary Stations
------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
PRIMARY SITE SECONDARY SITES
- ---------------------------------------------------------------------------------------------
Belmont None
- ---------------------------------------------------------------------------------------------
Bilsdale None
- ---------------------------------------------------------------------------------------------
Black Hill Rosneath, Darvel, Torosay.
- ---------------------------------------------------------------------------------------------
Bluebell Hill Dover.
- ---------------------------------------------------------------------------------------------
Caldbeck None
- ---------------------------------------------------------------------------------------------
Caradon Hill Plympton.
- ---------------------------------------------------------------------------------------------
Craigkelly None
- ---------------------------------------------------------------------------------------------
Crystal Palace Reigate, Guildford, Hemel Hempstead.
- ---------------------------------------------------------------------------------------------
Divis Limavady, Brougher Mountain.
- ---------------------------------------------------------------------------------------------
Durris Angus, Knockmore, Rosemarkie, Eitshal, Rumster Forest, Kellylang Hill,
Bressay.
- ---------------------------------------------------------------------------------------------
Emley Moor Idle, Keighly, Oliver's Mount.
- ---------------------------------------------------------------------------------------------
Fremont Point None
- ---------------------------------------------------------------------------------------------
Hannington None
- ---------------------------------------------------------------------------------------------
Heathfield Hastings.
- ---------------------------------------------------------------------------------------------
Huntshaw Cross None
- ---------------------------------------------------------------------------------------------
Mendip Ilchester Crescent, Kings Weston Hill.
- ---------------------------------------------------------------------------------------------
Midhurst Whitehawk Hill.
- ---------------------------------------------------------------------------------------------
Oxford None
- ---------------------------------------------------------------------------------------------
Pontop Pike Fenham, Chatton.
- ---------------------------------------------------------------------------------------------
Redruth None
- ---------------------------------------------------------------------------------------------
Ridge Hill None
- ---------------------------------------------------------------------------------------------
Rowridge Salisbury.
- ---------------------------------------------------------------------------------------------
Sandy Heath None
- ---------------------------------------------------------------------------------------------
Selkirk None
- ---------------------------------------------------------------------------------------------
Sheffield Chesterfield.
- ---------------------------------------------------------------------------------------------
Stockland Hill Beacon Hill.
- ---------------------------------------------------------------------------------------------
Sudbury None
- ---------------------------------------------------------------------------------------------
Sutton Coldfield Fenton, The Wrekin, Bromsgrove, Brierley Hill, Malvern, Larkstoke.
- ---------------------------------------------------------------------------------------------
Tacolneston None
- ---------------------------------------------------------------------------------------------
Tunbridge Wells None
- ---------------------------------------------------------------------------------------------
Waltham Nottingham.
- ---------------------------------------------------------------------------------------------
Wenvoe Pontypool, Aberdare, Kilvey Hill, Carmel, Presely, Blaenplwyf,
Llanddona, Moel-y-Parc.
- ---------------------------------------------------------------------------------------------
Winter Hill Lancaster, Pendle Forest, Storeton, Saddleworth.
- ---------------------------------------------------------------------------------------------
The transmitter input system at the secondary sites will consist only of
duplicated COFDM modulators since the incoming transport stream will contain the
correct SI information from the associated primary station.
53
NETWORK MONITORING AND MANAGEMENT
The service will be provided as a fully managed network and CTI will have on-
line access to the BT network management system providing details of the network
status. This will allow rapid fault diagnosis and escalation, together with
reporting to BDB as provided in Clause 14.
At the BDB Interface, BDB's multiplex streams will be tagged with a unique
identification header, which will remain with the stream until the final point
of delivery. This will enable the terminating equipment to ensure that the
correct BDB stream is being delivered to the transmitters at all times, and take
appropriate executive action in the case of any equipment faults or
configuration errors.
54
PART II - [*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
55
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
56
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
57
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
58
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
59
SCHEDULE 3 - TABLE 2 LIST OF STATIONS WITH SINGLE COMBINING SYSTEMS
- --------------------------------------------------------
Station Affected BDB Multiplex(es)
- --------------------------------------------------------
- --------------------------------------------------------
Aberdare [*]
- --------------------------------------------------------
Brierley Hill [*]
- --------------------------------------------------------
Bristol Ilchester Crescent [*]
- --------------------------------------------------------
Bromsgrove [*]
- --------------------------------------------------------
Fenham [*]
- --------------------------------------------------------
Fenton [*]
- --------------------------------------------------------
Hastings [*]
- --------------------------------------------------------
Larkstoke [*]
- --------------------------------------------------------
Malvern [*]
- --------------------------------------------------------
Olivers Mount [*]
- --------------------------------------------------------
Salisbury [*]
- --------------------------------------------------------
Tunbridge Wells [*]
- --------------------------------------------------------
Whitehawk Hill [*]
- --------------------------------------------------------
Chesterfield [*]
- --------------------------------------------------------
Idle [*]
- --------------------------------------------------------
Lancaster [*]
- --------------------------------------------------------
Nottingham [*]
- --------------------------------------------------------
Pendle Forest [*]
- --------------------------------------------------------
Plympton [*]
- --------------------------------------------------------
Rosneath [*]
- --------------------------------------------------------
Saddleworth [*]
- --------------------------------------------------------
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
60
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
61
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
62
STRUCTURAL ENGINEERING
Either new structures will be provided for DTT antennas or existing structures
will be strengthened where necessary to accept additional load.
BUILDING
New or modified buildings will be provided to accommodate the equipment for all
multiplex operators.
At each Station other than those referred to below, each multiplex operator's
plant will be housed in a discrete area, classed as an independent fire cell for
isolation, with secure access via a common corridor shared with the other
operators.
At the following Stations all multiplex operators equipment will be housed in
secure housing separate from other transmission equipment: Aberdare, Brierley
Hill, Bristol Ilchester Crescent, Bristol Kings Weston, Bromsgrove,
Chesterfield, Fenham, Fenton, Guildford, Hastings, Hemel Hempstead, Idle,
Keighley, Lancaster, Larkstoke, Malvern, Nottingham, Olivers Mount, Plympton,
Pontypool, Reigate, Rosneath, Saddleworth, Salisbury, Sheffield, Storeton,
Tunbridge Wells, Whitehawk Hill.
At Crystal Palace multiplex B shall be housed in an independent fire cell,
multiplexes C and D shall be housed together in an otherwise independent fire
cell. At Rowridge, Multiplexes B, C and D shall be housed together in an
otherwise independent fire cell.
POWER
All DTT Stations will have dual electricity supplies, except for those listed in
the table below:
SCHEDULE 3 - TABLE 3 : Stations with Single Power Supply Feeds
--------------------------------------------------------------
- ------------------------------------------------------------------------------
Aberdare Eitshal Kilvey Hill Pontypool
- ------------------------------------------------------------------------------
Bilsdale Fenham Knockmore Reigate
- ------------------------------------------------------------------------------
Bressay Fenton Lancaster Rosneath
- ------------------------------------------------------------------------------
Brierley Hill Fremont Point Larkstoke Saddleworth
- ------------------------------------------------------------------------------
Bristol Ilchester Crescent Guildford Llanddona Salisbury
- ------------------------------------------------------------------------------
Bristol Kings Weston Hastings Malvern Storeton
- ------------------------------------------------------------------------------
Bromsgrove Hemel Hempstead Nottingham Torosay
- ------------------------------------------------------------------------------
Brougher Mountain Idle Oliver's Mount Tunbridge Wells
- ------------------------------------------------------------------------------
Chatton Keelylang Hill Pendle Forest Whitehawk Hill
- ------------------------------------------------------------------------------
Chesterfield Keighley Plympton
- ------------------------------------------------------------------------------
CTI will install new DTT auto-start, auto-changeover diesel generators at all
stations. These will be containerised where planning regulations allow and will
have sufficient fuel for a minimum of 24 hours full-power operation.
Duplicate power distribution will provide resilience for fault conditions or
maintenance activity.
63
UPS units will be provided to protect individual key items of equipment within
the transmitter input system as appropriate.
64
SCHEDULE 3 CONFIGURATION OF THE NETWORK
PART IIA - SI DATA INTERCHANGE
SYSTEM REQUIREMENTS
It is specified in the D Book that 'each multiplex must carry certain SI
information for certain other multiplexes', in particular Event Information
Table entries.
[*]
Where the regional SI permutation is appropriate to other Sites in the locality,
the modified transport streams will be delivered onwards to those Sites via the
Distribution Network.
SYSTEM OVERVIEW
[*]
All of the acquired SI, along with the SI relating to the BDB multiplex, will be
collated and reinserted into the outgoing transport stream.
The SI Collation System ("SICS") will be configured to ensure that appropriate
bit-rate will be apportioned to the 'Other multiplex' table data within the
stream in accordance with the recommendations of the D-Book ("GUARANTEED
BANDWIDTH"). The SICS will also ensure that the incoming 'Other multiplex' data
conforms to 'D' Book technical standards ("QUALIFYING DATA"), rejecting data as
necessary to ensure the integrity of the 'Actual' multiplex.
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
65
[*]
EQUIPMENT SUPPLIER
The Charges in Schedule 2 are based on the use of Phillips equipment to provide
SI and related functions. If BDB does not chose Phillips as its system
integrator then it may not be appropriate to use Phillips equipment and the
Charge Control Procedure shall apply.
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
66
SCHEDULE 3 CONFIGURATION OF THE NETWORK
PART III - MONITORING AND CONTROL
The Network has been designed for unattended operation. CTI will use automatic
monitoring facilities at all Stations as a means of measuring compliance with
the technical performance parameters of the DTT Transmission Service.
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
67
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
68
SCHEDULE 3 CONFIGURATION OF THE NETWORK
PART IIIA - NETWORK STATUS SYSTEM
A Network Status System will be provided to BDB to display the current status of
the Network.
A dedicated Kilostream circuit will be provided from the TOC to the BDB
Multiplex Centre. A personal computer and network equipment will also be
supplied as part of the Network Status System.
The following diagram outlines the proposed system:
[Diagram illustrating the configuration of the BDB network]
APPLICATION
An application, based upon a graphical user interface, will be supplied to
access the database and provide a graphical overview of the Network, as well as
showing more detail on individual Stations when required.
A dedicated database will be provided to hold a subset of the alarm and current
status of all the DTT transmitting stations. This status database will be kept
to within thirty seconds of the status that is known at the TOC system. The
database will also hold service messages for at least the preceding 18 months.
These can be used for ad-hoc queries and service level confirmation.
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
69
SERVICE LEVEL
The data circuit, database and graphical user interface application will form
part of the Service and will be the responsibility of CTI. The monitoring of
this circuit and PC will be incorporated into the TOC system and a watchdog
system will be used to ensure that any loss of the monitoring facility is
detected.
Throughout the life of the system CTI will make all reasonable endeavours to
ensure compatibility with current industry-standard operating systems.
SECURITY
CTI will provide suitable systems to protect the networks of both organisations.
This will include electronic firewalls on the telecommunications links and virus
checking on the BDB Network Status system computer.
BDB will need to maintain the physical security for the system to protect it
against local attack.
FUNCTIONAL DESIGN
A detailed functional design specification for the Network Status System will
ensure that any reasonable requirements of BDB are met within the constraints of
the CTI TOC system.
70
SCHEDULE 4
SERVICES PROVIDED BY CTI
GENERAL
QUALITY
CTI's operation is governed by a quality management system that is accredited to
ISO 9001.
As far as possible, CTI expects suppliers to operate under similar quality
arrangements.
CTI staff are chosen with appropriate skills and are kept up to date with
training, as needed, in new techniques and systems.
SAFETY
CTI's internal Safety Policy (the "Safety Policy") fulfils the company's legal
requirement under the Health and Safety at Work Act 1974.
The Safety Policy is carried out through a series of Company Safety Instructions
under the auspices of a full-time Company Safety Adviser (CSA).
All staff receive relevant training to carry out their jobs in accordance with
the Safety Policy. Such training is under continual review.
PART I - DESIGN AND PROCUREMENT
PROJECT MANAGEMENT
The following personnel am responsible for provision of the Network:
Principal Account Manager:
. acts as primary point of contact between BDB and CTI for both Project
and Service delivery issues.
Project Manager:
. responsible for provision of Network infrastructure; and
. co-ordinates inter-site and on-site activities of project
contributors.
Technical Manager:
. ensures technical compatibility of Network elements; and
. ensures, compatibility of the Service with customer and industry
expectations.
71
Project schedules will be created and maintained under review for each site an
which there is project work in progress. From these a 'super-project' plan will
be maintained to co-ordinate intrasite activities.
The Project Manager will have direct access to all the relevant Resource Heads
to ensure provision of relevant resources.
Project meetings and systems architecture meetings will be hold regularly to
ensure cross-specialism, co-ordination and compatibility.
PROGRESS REPORTING
CTI will present a two weekly progress report to BDB. This report to will be in
the form of a project schedule. This will be in a software format compatible
with the project planning system used by BDB.
There will in addition be a brief narrative highlighting the main issues
associated with particular activities or sites.
RISK
CTI's risk management principles are encompassed in CTI's quality procedures.
The discipline is based on risk identification, analysis, mitigation and
management as an iterative process. This process will be managed by the Project
Manager and the Technical Manager.
PART II - OPERATIONS
SERVICE DELIVERY
Delivery of the service will be the responsibility of the Head of Operations,
who is:
. responsible for provision of an effective operations and maintenance
system nation wide; and
. responsible for ensuring service level provision compliant with
relevant contractual requirements.
TECHNICAL OPERATIONS CENTRE (TOC)
CTI has in place a TOC and this is the hub of CTI's network operations,
monitoring and management capability. It offers a full 24 hour, 365 day facility
staffed by specialist technical, managerial and operational staff. The TOC back-
up site at Sutton Coldfield provides technical resilience and geographical
separation.
Provision of a 24-hr TOC operation is the responsibility of the TOC Manager, who
ensures that TOC procedures are commensurate with service level provision.
The TOC will be equipped with the following systems:
72
. a supervisory control and dam acquisition system (SCADA);
. a management information system (MIS) and wide area private data network;
. a wide area networked maintenance personnel despatch system;
. a Network Status System; and
. a standby power supply system with diesel generator and UPS.
The transmitting stations will operate unattended with remote monitoring fully
integrated into the TOC. The TOC will initiate operational response to potential
and service-affecting faults in accordance with the provisions of Schedule 9 and
the Contracted Availability. The required operational support will be supplied
from one of a number of team bases which are located at various points
throughout the UK.
Alarm from the DTT monitoring equipment will arrive in the TOC and priorities
will be automatically assigned. In addition suspected problems may be reported
to the TOC from other sources. All such occurrences will be recorded and dealt
with accordingly via a pre-defined escalation procedure.
The TOC will provide operational information and statistics to meet the
performance monitoring and reporting requirements set out in Clause 14.
REMOTE CONTROL
The Duty Engineer or nominated deputy Engineer will be the only persons in the
TOC authorised to Initiate any control action.
CTI TEAM BASE MONITORING
All team bases will be equipped with receive systems for DTT. They will be able
to check (on an ad-hoc basis), the output from those stations which are
receivable at that base.
TV DEALER MONITORING
The TOC has an existing network of TV dealer contacts that are used to confirm
TV and radio reception and this facility will be extended for DTT reception
where practicable.
VIEWER MONITORING
At least one nominated audience contact for each DTT station will have direct
telephone access to the TOC to enable reporting of suspected problems and to
allow the TOC to contact them to confirm problems reported from another source.
PART III - MAINTENANCE
FAULT REPAIR AND RECORDING
73
The first priority of maintenance staff will be to ensure that the service is
restored. The next priority will be to restore system redundancy by repairing
reserve or standby equipment. Fault rectification will usually be by replacement
of faulty units or modules.
Fault repair down to component level will usually be done at Daventry (see
below).
A database of fault history will be maintained to identify any trends with a
view to improving system reliability.
ROUTINE MAINTENANCE
Any necessary routine maintenance will be carried out by maintenance staff on an
"as necessary" basis. The frequency of such work will be determined by condition
monitoring and analysis of the database of fault history.
Routine maintenance will be planned in such a way that the outgoing service is
unaffected by the activity. Any work which is service-affecting will be carried
out under the Planned Work regime (below).
PLANNED WORK
The number of DTT channels sharing antenna systems will make planned outages and
switching breaks more difficult to negotiate in future. Antennas shared between
analogue and digital services present even greater difficulty.
CTI are committed to the formulation of an agreed CTI/NTL rolling 12 month
planned work programme for structural maintenance. To that end a formalised
negotiation method is proposed within the following guidelines:
. ensure that a clear need for the work to be done can be shown;
. parallel negotiations between identified points of contact within each
organisation to minimise the time taken to reach agreement;
. a rotating 'veto' system, ensuring fair and equitable treatment of all
requests:
. agree with each operator those programme periods that they regard as
highest priority; and
. equalisation of the effects of planned work on all services at a
particular station.
DAVENTRY CENTRAL MAINTENANCE FACILITIES
CTI has a central maintenance and supply facility at Daventry which operates on
the following principles:-
. repair of equipment down to component level.
. work is done under controlled conditions by experienced staff; and
74
. a central store of spare units and parts is maintained to support field
requirements.
It provides additional support including a fast turn-around modular repair
service, parts purchasing, a spares control/delivery system and a test equipment
calibration service.
SPECIALIST SUPPORT
The existing callout procedure will be expanded to include out of hours support
for maintenance teams.
An escalation procedure will ensure that an appropriate level of support is
available for all incidents. This will be implemented via the TOC which will
maintain a schedule of engineers who have specialised knowledge of nominated
systems and equipment used in the Network. These engineers will come from CTI's
Operations and Engineering departments as well as external organisations
contracted to provide support where necessary. The escalation procedure will
include CTI's senior management who will ensure that appropriate resources are
deployed rapidly to resolve any relevant problem.
PART IV - CUSTOMER SUPPORT
SERVICE PLANNING SUPPORT
CTI will provide support to BDB as follows:
. liaison with NTL and BBC R&D as necessary;
. consultation with the ITC and RA as appropriate; and
. advice on subscriber coverage issues. (This will include a telephone
hotline which will operate 09:30 to 17.30 Monday to Friday, with backup
from the TOC at other times. The TOC will call on specialist engineering
support to deal with urgent enquiries when necessary, on an ad-hoc basis.)
CTI will deploy additional resources from its partner TDF as necessary.
DTT SURVEYS
CTI will survey DTT coverage by actual measurement of field strength at early
installations, concentrating on areas where coverage is predicted to be
marginal. The CTI prediction models will then be refined iteratively using
measured data to a level where further verification is deemed unnecessary by
both parties. Predictions will take due account of the degree of interference to
be expected as the network expands.
CTI will verify that now DTT transmit antennas as installed will comply with the
relevant Template.
75
This shall be achieved by electrical and mechanical tests and inspections of the
antenna, on works acceptance and as a part of installation commissioning. This
work will conform with current best industry practice.
CTI will make the results of these tests available to BDB. BDB reserves the
right to carry out independent tests to verify compliance with the relevant
Template.
In order to be able to verify that field strength remains stable over time, a
series of reference measurements will be made at agreed locations.
CTI will make additional support available for service coverage measurements
when requested by BDB in accordance with the rate card arrangements in Clause
9.5.
TEST TRANSMISSIONS AT EARLY STATIONS
Prior to the launch of service CTI shall provide early test transmissions to an
agreed timetable at an agreed (small) number of Stations. The purpose of these
transmissions is to provide early verification of planning tools and assumptions
and to provide a source of signals for receiver testing. The format and content
of these transmissions is to be agreed between CTI and BDB.
Routine Test Transmissions will be provided at all Stations as part of the
commissioning and acceptance process.
76
SOURCE EQUIPMENT
Prior to the availability of Distribution Network feeds at the test Stations,
CTI will provide temporary source equipment as necessary to ensure that Test
Transmissions can take place. CTI have included costs for up to [*] for the
provision of the necessary source equipment. Purchase of additional equipment
will be dealt with under the Change Control Procedure. The format of this
equipment and the storage medium used will be agreed between CTI and BDB. Any
programme material required for Test Transmissions will be provided by BDB in an
agreed format.
As the Distribution Network becomes available the Test Transmission signals will
be inserted by CTI at the BDB Interface using equipment similar to that provided
at the Stations. At an agreed time, prior to the first start of Site Service
Date, BDB shall make signals suitable for transmission available at the BDB
Interface.
TEST BED
CTI will continue to support the development of DTT systems using testbed
facilities at Sutton Coldfield to test new equipment and systems.
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
77
SCHEDULE 5
TRANSMISSION TESTING
PART I - ACCEPTANCE TEST SPECIFICATION
PARAMETERS & LIMITS
- -------------------
This table details the test parameters, methods of measurement and limits
applicable.
78
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
79
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
80
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
81
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
82
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
83
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
84
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
85
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
86
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
87
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
88
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
89
PART II - TRANSMISSION FAULT THRESHOLDS
For acceptance testing CTI shall demonstrate that exceeding the thresholds in
the table below results in the appropriate executive actions (e.g. changeovers)
and that the relevant alarms are raised at the TOC.
For the purposes of this Agreement the Transmission Fault Thresholds are as
follows:
SCHEDULE 5 - TABLE 2 Transmission Fault Thresholds
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
90
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
91
SCHEDULE 6
THE BDB INTERFACE AND HANDOVER REQUIREMENTS
PART I - DISTRIBUTION
ACCOMMODATION
CTI will require secure accommodation within the Multiplex Center for the
installation of the circuit terminating equipment, and any associated monitoring
(the "CTI Area"). Provision is required for two PTO racks (separate A&B
systems) and one CTI rack. BDB shall be responsible for maintaining the ambient
temperature within this CTI Area between +10 degrees celsius and +30 degrees
celsius, by appropriate means. The area shall be sufficient to provide front
and rear access to the PTO racks for maintenance and be adequately illuminated
to allow repair of electronic equipment in the racks.
POWER REQUIREMENTS
Each of the racks will consume up to 500w from a 230vAC supply provided by BDB.
In order to ensure full redundancy, the power for the "A & B" racks shall be
provided from diversely derived supplies, such that a single failure in the
power distribution system will not cause both supplies to fail simultaneously.
Should BDB choose to protect the supplies to the multiplex equipment with
locally generated or UPS supplies, then this level of protection shall also be
provided to the CTI interface area. A suitable technical earth is also
required.
In addition to the equipment supplies, a minimum of four 'general purpose' 13A
sockets shall be provided adjacent to the racks for the connection of test
equipment.
TELECOMMUNICATIONS REQUIREMENTS
The distribution circuits from the CTI Area require diverse optical fibre
routing to the PTO network with an agreed practicable separation within the
building until they approach the CTI Area, thereafter a reduced practicable
separation shall be provided. Either a PSTN Direct Exchange Line or an
extension of the BDB multiplex centre telephone system will be required within
the CTI area.
ACCESS ARRANGEMENTS
CTI& BDB shall agree on a system such that necessary maintenance personnel can
gain access to the CTI Area for the diagnosis and correction of equipment
faults, on the production of an appropriate identification. Access is required
on a 24hr/365 day basis, and includes PTO staff unaccompanied by CTI for the
correction of circuit faults but will be subject to an agreed operational
procedure.
92
TRANSPORT STREAM PRESENTATION
Each of the three groups of six macro region transport steam multiplexes shall
be a single presentation in an agreed ASZI format.
Due to availability and reliability considerations, CTI do not propose to re-
generate the transport stream prior to connection to the terrestrial circuit
interface.
Each transport stream provided at the interface point will be at an agreed
bitrate.
93
PART II - NETWORK STATUS SYSTEM
For a detailed description of the Network Status System please refer to Schedule
3 Part IIIa.
ACCOMMODATION
The Network Status System will require BDB to provide dedicated desk space in a
secure and environmentally controlled area for the following items:
. personal Computer;
. network router (including electronic firewall);
. monitor (17");
. keyboard and mouse; and
. inkjet Printer (consumables will be provided by BDB at its own cost).
POWER REQUIREMENTS
BDB shall provide six mains outlets (total maximum load greater than 13A) on the
desk that will carry the Network Status System computer and other hardware.
A maintained mains outlet shall also be provided by BDB for the Kilostream
circuit.
TELECOMMUNICATIONS REQUIREMENTS
CTI will require the following circuits to be installed in the Multiplex Centre
in the vicinity of the Network Status System location.
. BT Termination for 64k Kilostream circuit; and
. BT Termination for ISDN 2 circuit.
Connection and rental charges for these circuits shall be met by CTI.
94
SCHEDULE 7
CALCULATION OF DELAY REBATES AND SERVICE CREDITS
PART I - ILLUSTRATION OF RELATIONSHIP BETWEEN DATES
The following diagram illustrates the relationship between the types of the date
specified in the Contract.
[Diagram which illustrates the relationship between the types of the date
specified in the Contract]
Contractual Review of Dates See Clause 4.3.
Ready for Test Transmission date: DTT Station ready to transmit and
associated analogue transmitter work
complete at all relevant Stations.
Ready for Service date: As defined in the Agreement
Start of Service date: As defined in the Agreement
PART II - CALCULATION OF DELAY REBATE
Table 2 lists the Daily Charges which apply under the circumstances specified in
Clause 6.
In order to calculate the Delay Rebate, the numbers of days from the relevant
Ready for Service Date to the Actual Site Service Date Inclusive ("Days of
Delay") shall be calculated in accordance with Clause 6 and entered into Table
3. The Delay Rebate for each Station shall be entered on the table by
multiplying the Days of Delay and the Daily Charge.
95
In the case of one BDB Multiplex being delayed, the Delay Rebate shall be the
same as if all BDB Multiplexes have been delayed at that site.
Table 3 shall be completed each Year for all Station which reach their Actual
Site Service Date in that Year. The Total Delay Rebate for that year (the sum
of the column, shown on the last line of Table 3), shall be subtracted from
CTI's first monthly invoice in the following year.
PART III - CALCULATION OF SERVICE CREDITS
Service Credits become payable if Accountable Availability falls below [*],
except in the case of Bressay, Eitshal, Keelylang, Hill and Torosay where
Service Credits become payable if Accountable Availability falls below [*].
DERIVATION OF ACCOUNTABLE AVAILABILITY
Accountable Availability = A-B x 100%
---
A
Where:
A = Total number of minutes in the previous six months
B = Total number of minutes in the previous six months during which performance
is worse than the Service Shutdown Threshold as defined in Schedule 5 Part II,
arising other than as a result of Non-Accountable Conditions. This is defined
as Minutes Lost.
For each of the first five months after Start of Service, Accountable
Availability shall be calculated over the previous six months by treating
performance prior to Start of Service as always exceeding the Service Shutdown
Threshold i.e. the contribution to variable B in the above equation for those
months shall equal zero.
The following are Non-Accountable Conditions:
a) a Force Majeure Event;
b) extreme weather conditions affecting traveling to any remotely located
Station;
c) a delay of no more than [*] in re-establishing the Services when
switching to standby equipment;
d) a delay of no more than [*] in re-establishing the Services when
switching to alternative power supplies;
e) interruption for essential or planned works on mast structures, GRP
cylinders and stays made in compliance with Clauses 15.1 or 15.2. The
timing and length of each interruption shall be agreed by the parties as
set out in Schedule 4 Part III;
[*] indicates where text has been omitted pursuant to a request for
confidential treatment. The omitted text has been filed with the Securities
and Exchange Commission separately.
96
f) frequency planning or international frequency clearance issues;
g) incidents arising as a result of known and previously agreed fundamental
equipment design deficiencies which cannot be immediately rectified, from
the date at which the deficiency is identified and agreed by the parties,
to the date agreed for rectification;
h) compliance with the mandatory requirements of any law, any national or
supranational regulatory authority, the Radio Regulations or any statutory
obligations;
i) planned and previously agreed interruptions to undertake modifications to
the DTT Transmission Network required by BDB and/or legal or regulatory
bodies such as the Radio-communications Agency and the Independent
Television Commission, unless the interruption is required to remedy a
situation arising due to the fault or omission of CTI, its agents or sub-
contractors;
j) where invasive tests are required by BDB, such as the measurements of group
delay, provided that the results meet the Technical Specifications.
k) any failure or degradation of the signal or message comprising the BDB
Signals from the BDB Interface to the CTI interface;
l) any material breach of this Agreement by BDB (or any act or omission of it
or its agents or sub-contractors) to the extent that it prevents or impedes
the performance of CTI's obligations to provide the Distribution Service
and DTT Transmission Service; and
m) where any of the relevant part of the Network is requisitioned, taken over
or used pursuant to the exercise of any Emergency Powers.
Account Availability shall be calculated at the end of each month, for each BDB
Multiplex at each of the sites listed in Table 3. The result shall be sent to
BDB by the 7th day of the following month.
NON-COMPLAINT SERVICE
Each BDB Multiplex at each site which has an Accountable Availability result of
less than [*], shall be deemed a Non-Complaint Service ([*])
At the end of each month, a Service Credit amount shall be calculated for each
Non-Complaint Service.
The value of the Service Credit shall be related to the severity of the service
loss, by taking account of the time of day when the performance was worse than
the Service Shutdown Threshold, and the population served by the Non-Complaint
Service. This shall be achieved through the use of adjustment and weighting
factors in Tables 1, 2 and 3.
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
97
CALCULATION OF SERVICE CREDITS
Each month, the total Minutes Lost by a Non-Complaint Service during the
previous six months shall be entered into the second column of Table 1, with
separate figures for losses during each hour of the day. Each figure shall then
be multiplied by the corresponding Time Adjustment Factor to give Unweighted
Service Credits, which are totalled to give the Unweighted Service Credit Total,
The Service Credit shall be calculated by inserting the relevant Station
Weighting Factor from Table 3 and multiplying it by the Unweighted Service
Credit Total.
98
Format of Table 1
The figures in italics are for illustration and they are included in order to
demonstrate that 60 minutes complete loss of service from one multiplex at
Crystal Palace during peak time will result in a Service Credit payment of [*].
This total will accrue because the 60 minute loss of service will be included on
the table below for six consecutive months, giving six payments of
[*].
The table shows a 60 minutes loss of service between 21:00 and 22:00. The time
lost, in minutes, is entered in the second column and multiplied by the Time
Adjustment Factor in the third column (100 in this case) to achieve a monetary
Unweighted Service Credit as shown. The Unweighted Service Credits are totalled
down the column (S) and multiplied by the Station Weighting Factor to obtain a
Service credit of [*].
STATION 7 - TABLE 1 EXAMPLE OF SERVICE CREDIT CALCULATION
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
99
SERVICE CREDITS FOR SIMULTANEOUS FAILURE AT MORE THAN ONE STATION
If a single distribution failure results in more than one Station having a Non-
Complaint Service, then Service Credits with respects to this simultaneous
failure at more than one Station shall be calculated as follows, instead of
using Station Weighting Factors from Table 3:-
Unweighted Service Credits shall be calculated using Table 1 and then the
Unweighted Service Credit Total shall be multiplied by the relevant Service
Weighting Factor given in Table 2, to derive the Service Credit.
SCHEDULE 7 - TABLE 2 - Service Weighting Factors
[*]
For the purposes of this Table only the population served shall be the gross
population figures for the relevant multiplexes at the relevant Stations, as
defined by the ITC from time to time.
TIMING OF SERVICE CREDIT PAYMENTS
A Service Credit payment shall be made one per Year only and it shall be in the
form of a reduction in CTI's first monthly invoice for the Year. The amount of
the reduction shall equal the total of Service Credits calculated during the
previous Year.
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
100
REDUCTION DURING THE INITIAL PERIOD
During the first three months after Start of Service, each Minute Lost will be
reduced by 50% before entering the resultant figures into Table 1. This
reduction is subject to one month "burn in" period being available prior to
Start of Service date. Should this period not be available then the reduction
is decreased in proportion e.g. two weeks "burn in" equates to six weeks
reduction.
101
SCHEDULE 7 - TABLE 3 STATION WEIGHING FACTORS AND DAILY CHARGES
The table shows two values for each Station, the Daily Charge P. used in Daily
Rebate calculations, and the Station Weighting Factor used in Service Credit
calculations.
SCHEDULE 7 - TABLE 3 SHEET 1 OF 3
STATION DAYS OF DAILY DELAY REBATE STATION WEIGHTING FACTOR (TO
DELAY CHARGE P = D X P BE INSERTED IN TABLE 1, FOR
D (Pounds) (Pounds) SERVICE CREDIT CALCULATION)
- ---------------------------------------------------------------------------------------------
Aberdare [*] [*]
- ---------------------------------------------------------------------------------------------
Angus [*] [*]
- ---------------------------------------------------------------------------------------------
Beacon Hill [*] [*]
- ---------------------------------------------------------------------------------------------
Belmont [*] [*]
- ---------------------------------------------------------------------------------------------
Bilsdale [*] [*]
- ---------------------------------------------------------------------------------------------
Black Hill [*] [*]
- ---------------------------------------------------------------------------------------------
Blaenplwyf [*] [*]
- ---------------------------------------------------------------------------------------------
Bluebell Hill [*] [*]
- ---------------------------------------------------------------------------------------------
Bressay [*] [*]
- ---------------------------------------------------------------------------------------------
Brierley Hill [*] [*]
- ---------------------------------------------------------------------------------------------
Bristol Ilchester [*] [*]
Crescent
- ---------------------------------------------------------------------------------------------
Bristol Kings [*] [*]
Weston
- ---------------------------------------------------------------------------------------------
Bromsgrove [*] [*]
- ---------------------------------------------------------------------------------------------
Brougher Mountain [*] [*]
- ---------------------------------------------------------------------------------------------
Caldbeck [*] [*]
- ---------------------------------------------------------------------------------------------
Caradon Hill [*] [*]
- ---------------------------------------------------------------------------------------------
Carmel [*] [*]
- ---------------------------------------------------------------------------------------------
Chatton [*] [*]
- ---------------------------------------------------------------------------------------------
Chesterfield [*] [*]
- ---------------------------------------------------------------------------------------------
Craigkelly [*] [*]
- ---------------------------------------------------------------------------------------------
Crystal Palace [*] [*]
- ---------------------------------------------------------------------------------------------
Darvel [*] [*]
- ---------------------------------------------------------------------------------------------
Divis [*] [*]
- ---------------------------------------------------------------------------------------------
Dover [*] [*]
- ---------------------------------------------------------------------------------------------
Durris [*] [*]
- ---------------------------------------------------------------------------------------------
Eitshal [*] [*]
- ---------------------------------------------------------------------------------------------
Emley Moor [*] [*]
- ---------------------------------------------------------------------------------------------
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
102
SCHEDULE 7 - TABLE 3 SHEET 2 OF 3
STATION DAYS OF DAILY DELAY REBATE STATION WEIGHTING FACTOR (TO
DELAY CHARGE P = D X P BE INSERTED IN TABLE 1, FOR
D SERVICE CREDIT CALCULATION)
- -----------------------------------------------------------------------------------------
Fenham [*] [*]
- -----------------------------------------------------------------------------------------
Fenton [*] [*]
- -----------------------------------------------------------------------------------------
Fremont Point [*] [*]
- -----------------------------------------------------------------------------------------
Guildford [*] [*]
- -----------------------------------------------------------------------------------------
Hannington [*] [*]
- -----------------------------------------------------------------------------------------
Hastings [*] [*]
- -----------------------------------------------------------------------------------------
Heathfield [*] [*]
- -----------------------------------------------------------------------------------------
Hernel Hempstead [*] [*]
- -----------------------------------------------------------------------------------------
Huntshaw Cross [*] [*]
Main
- -----------------------------------------------------------------------------------------
Huntshaw Cross [*] [*]
Fill In
- -----------------------------------------------------------------------------------------
Idle [*] [*]
- -----------------------------------------------------------------------------------------
Keelylang Hill [*] [*]
- -----------------------------------------------------------------------------------------
Keighley [*] [*]
- -----------------------------------------------------------------------------------------
Kilvey Hill [*] [*]
- -----------------------------------------------------------------------------------------
Knock More [*] [*]
- -----------------------------------------------------------------------------------------
Lancaster [*] [*]
- -----------------------------------------------------------------------------------------
Larkstoke [*] [*]
- -----------------------------------------------------------------------------------------
Limavady [*] [*]
- -----------------------------------------------------------------------------------------
Llanddona [*] [*]
- -----------------------------------------------------------------------------------------
Malvern [*] [*]
- -----------------------------------------------------------------------------------------
Mendip [*] [*]
- -----------------------------------------------------------------------------------------
Midhurst [*] [*]
- -----------------------------------------------------------------------------------------
Moel-y-Parc [*] [*]
- -----------------------------------------------------------------------------------------
Nottingham [*] [*]
- -----------------------------------------------------------------------------------------
Olivers Mount [*] [*]
- -----------------------------------------------------------------------------------------
Oxford [*] [*]
- -----------------------------------------------------------------------------------------
Pendle Forest [*] [*]
- -----------------------------------------------------------------------------------------
Plympton [*] [*]
- -----------------------------------------------------------------------------------------
Pontop Pike [*] [*]
- -----------------------------------------------------------------------------------------
[*] indicates where text has been omitted pursuant to a request for
confidential treatment. The omitted text has been filed with the
Securities and Exchange Commission separately.
103
SCHEDULE 7 - TABLE 3 SHEET 3 OF 3
- -----------------------------------------------------------------------------------------
STATION DAYS OF DAILY DELAY REBATE STATION WEIGHTING FACTOR (TO
DELAY CHARGE P = D X P BE INSERTED IN TABLE 1, FOR
D SERVICE CREDIT CALCULATION)
- -----------------------------------------------------------------------------------------
Pontypool [*] [*]
- -----------------------------------------------------------------------------------------
Presely [*] [*]
- -----------------------------------------------------------------------------------------
Redruth [*] [*]
- -----------------------------------------------------------------------------------------
Reigate [*] [*]
- -----------------------------------------------------------------------------------------
Ridge Hill [*] [*]
- -----------------------------------------------------------------------------------------
Rosemarkle [*] [*]
- -----------------------------------------------------------------------------------------
Rosneath [*] [*]
- -----------------------------------------------------------------------------------------
Rowridge [*] [*]
- -----------------------------------------------------------------------------------------
Rumster Forest [*] [*]
- -----------------------------------------------------------------------------------------
Saddleworth [*] [*]
- -----------------------------------------------------------------------------------------
Salisbury [*] [*]
- -----------------------------------------------------------------------------------------
Sandy Heath [*] [*]
- -----------------------------------------------------------------------------------------
Selkirk [*] [*]
- -----------------------------------------------------------------------------------------
Sheffield [*] [*]
- -----------------------------------------------------------------------------------------
Stockland Hill [*] [*]
- -----------------------------------------------------------------------------------------
Storeton [*] [*]
- -----------------------------------------------------------------------------------------
Sudbury [*] [*]
- -----------------------------------------------------------------------------------------
Sutton Coldfield [*] [*]
- -----------------------------------------------------------------------------------------
Tacolneston [*] [*]
- -----------------------------------------------------------------------------------------
The Wrekin [*] [*]
- -----------------------------------------------------------------------------------------
The Wrekin West [*] [*]
- -----------------------------------------------------------------------------------------
Torosay [*] [*]
- -----------------------------------------------------------------------------------------
Tunbridge Wells [*] [*]
- -----------------------------------------------------------------------------------------
Waltham [*] [*]
- -----------------------------------------------------------------------------------------
Wenvoe [*] [*]
- -----------------------------------------------------------------------------------------
Whitehawk Hill [*] [*]
- -----------------------------------------------------------------------------------------
Winter Hill Fill-In [*] [*]
- -----------------------------------------------------------------------------------------
Winter Hill Main [*] [*]
- -----------------------------------------------------------------------------------------
[*] indicates where text has been omitted pursuant to a request for
confidential treatment. The omitted text has been filed with the Securities
and Exchange Commission separately.
104
SCHEDULE 8
STATIONS
The Stations are listed in the order of the reference numbers provided by BDB.
Dates are underlined if they are not in consecutive order on the table.
SCHEDULE 8 - TABLE 1 SHEET 1 OF 3 PHASE I
- ----------------------------------------------------------------------------------------------------------------
SITE MULTIPLEX MULTIPLEX ERP TARGET SITE
CHANNEL SERVICE DATE
- ----------------------------------------------------------------------------------------------------------------
NO. STATION NAME ABB. OWNER RESPONSE B C D B C D
TIME (1)
- ----------------------------------------------------------------------------------------------------------------
1 Pontop Pike PP CTI [*] 62 65 53 10 10 2 [*]
- ----------------------------------------------------------------------------------------------------------------
2 Belmont BMN NTL [*] 66 60 57 10 4 4 [*]
- ----------------------------------------------------------------------------------------------------------------
3 Wenvoe WV CTI [*] 67 N/A N/A 10 0 0 [*]
- ----------------------------------------------------------------------------------------------------------------
4 Black Hill BKH NTL [*] 51 55 65 10 10 10 [*]
- ----------------------------------------------------------------------------------------------------------------
5 Caldbeck CDK NTL [*] 39 45 42 1.6 1.6 1.6 [*]
- ----------------------------------------------------------------------------------------------------------------
6 Caradon Hill CNH NTL [*] 21 24 27 2 2 2 [*]
- ----------------------------------------------------------------------------------------------------------------
7 Emley Moor MLM NTL [*] 46 50 49 5 5 2 [*]
- ----------------------------------------------------------------------------------------------------------------
8 Durris DUS NTL [*] 51 41 44 5 5 5 [*]
- ----------------------------------------------------------------------------------------------------------------
9 Craigkelly CGK NTL [*] 26 42 39 1 2 2 [*]
- ----------------------------------------------------------------------------------------------------------------
10 Sandy Heath SDT NTL [*] 67 40 46 10 2.5 2.5 [*]
- ----------------------------------------------------------------------------------------------------------------
11 Winter Hill Main WRH NTL [*] 50 60 63 2 2 2 [*]
- ----------------------------------------------------------------------------------------------------------------
11 Winter Hill Fill-In WRH NTL [*] 0 43 40 0 0.2 0.2 [*]
- ----------------------------------------------------------------------------------------------------------------
12 Stockland Hill SDL NTL [*] 32 30 34 2.5 2.5 2.5 [*]
- ----------------------------------------------------------------------------------------------------------------
13 Sutton Coldfield SC CTI [*] 51 52 55 4 2 2 [*]
- ----------------------------------------------------------------------------------------------------------------
14 Crystal Palace CP CTI [*] 28 34 29 6.5 1 1 [*]
- ----------------------------------------------------------------------------------------------------------------
15 Bilsdale BIL CTI [*] 24 27 42 3 3 0.4 [*]
- ----------------------------------------------------------------------------------------------------------------
16 Mendip MEN CTI [*] 65 62 48 3 0.25 0.25 [*]
- ----------------------------------------------------------------------------------------------------------------
17 Waltham WBF CTI [*] 33 45 42 10 5 5 [*]
- ----------------------------------------------------------------------------------------------------------------
18 Hannington HAN CTI [*] 46 29 48 5 1.3 0.85 [*]
- ----------------------------------------------------------------------------------------------------------------
19 Divis DIV CTI [*] 26 48 34 2.3 1 0.8 [*]
- ----------------------------------------------------------------------------------------------------------------
20 Rowridge ROW CTI [*] 32 25 28 3 3 3 [*]
- ----------------------------------------------------------------------------------------------------------------
21 Oxford OF CTI [*] 52 48 67 3 1 1 [*]
- ----------------------------------------------------------------------------------------------------------------
22 Moel-y-Parc MYP NTL [*] 64 30 34 0.5 0.25 0.25 [*]
- ----------------------------------------------------------------------------------------------------------------
23 Tacolneston TAC CTI [*] 57 43 46 10 10 5 [*]
- ----------------------------------------------------------------------------------------------------------------
24 Fremont Point FRP NTL [*] 32 66 68 0.2 0.2 0.2 [*]
- ----------------------------------------------------------------------------------------------------------------
[*] indicates where text has been omitted pursuant to a request for
confidential treatment. The omitted text has been filed with the
Securities and Exchange Commission separately.
105
SCHEDULE 8 - TABLE 1 SHEET OF 2 OF 3 PHASE 2
- -----------------------------------------------------------------------------------------------------------------
SITE MULTIPLEX MULTIPLEX ERP TARGET SITE
CHANNEL SERVICE DATE
- -----------------------------------------------------------------------------------------------------------------
NO. STATION NAME ABB. OWNER RESPONSE B C D B C D
TIME (1)
- -----------------------------------------------------------------------------------------------------------------
25 Bluebell Hill BBL CTI [*] 45 42 39 3 3 3 [*]
- -----------------------------------------------------------------------------------------------------------------
26 Sudbury SUY CTI [*] 39 54 50 7.5 1.5 1.1 [*]
- -----------------------------------------------------------------------------------------------------------------
27 Darvel DVL NTL [*] 28 30 34 2 2 2 [*]
- -----------------------------------------------------------------------------------------------------------------
28 Angus AGU NTL [*] 62 56 65 2 2 2 [*]
- -----------------------------------------------------------------------------------------------------------------
29 Midhurst MH CTI [*] 59 64 60 2.5 1 1 [*]
- -----------------------------------------------------------------------------------------------------------------
30 Selkirk SXI NTL [*] 63 66 56 3 0.5 0.5 [*]
- -----------------------------------------------------------------------------------------------------------------
31 The Wrekin West WRK CTI [*] 27 53 63 1 1 1 [*]
- -----------------------------------------------------------------------------------------------------------------
31 The Wrekin West WRK CTI [*] 41 0 0 1 0 0 [*]
- -----------------------------------------------------------------------------------------------------------------
32 Kilvey Hill KVH CTI [*] 32 21 31 0.3 0.05 0.05 [*]
- -----------------------------------------------------------------------------------------------------------------
33 Ridge Hill RHA NTL [*] 39 42 45 1 1 1 [*]
- -----------------------------------------------------------------------------------------------------------------
34 Saddleworth SWH NTL [*] 51 39 54 0.02 0.02 0.02 [*]
- -----------------------------------------------------------------------------------------------------------------
35 Heathfield HJV CTI [*] 47 54 51 1 1 1 [*]
- -----------------------------------------------------------------------------------------------------------------
36 Blaenplwyf BY CTI [*] 32 29 33 2 1 1 [*]
- -----------------------------------------------------------------------------------------------------------------
37 Beacon Hill BNL NTL [*] 54 56 64 1 1 1 [*]
- -----------------------------------------------------------------------------------------------------------------
38 Carmel CRL CTI [*] 62 68 64 2.5 10 1 [*]
- -----------------------------------------------------------------------------------------------------------------
39 Sheffield SF CTI [*] 60 45 42 0.05 0.05 0.05 [*]
- -----------------------------------------------------------------------------------------------------------------
40 Limavady LTS CTI [*] 57 60 63 0.8 0.8 0.8 [*]
- -----------------------------------------------------------------------------------------------------------------
41 Nottingham NOU NTL [*] 63 29 59 0.02 0.02 0.02 [*]
- -----------------------------------------------------------------------------------------------------------------
42 Dover DOV NTL [*] 58 57 60 1 1 0.5 [*]
- -----------------------------------------------------------------------------------------------------------------
43 Whitehawk Hill WL CTI [*] 48 58 61 1 0.4 0.4 [*]
- -----------------------------------------------------------------------------------------------------------------
44 Fenham FNH CTI [*] 28 32 57 0.02 0.02 0.02 [*]
- -----------------------------------------------------------------------------------------------------------------
45 Llanddona LLA CTI [*] 61 64 46 1 1 0.5 [*]
- -----------------------------------------------------------------------------------------------------------------
46 Guildford GI CTI [*] 51 47 54 0.1 0.1 0.1 [*]
- -----------------------------------------------------------------------------------------------------------------
47 Presely PRS NTL [*] 42 45 49 1 1 1 [*]
- -----------------------------------------------------------------------------------------------------------------
48 Rosemarkie RK CTI [*] 44 46 50 10 4 4 [*]
- -----------------------------------------------------------------------------------------------------------------
49 Hemel Hempstead HH CTI [*] 66 50 43 0.1 0.1 0.1 [*]
- -----------------------------------------------------------------------------------------------------------------
50 Lancaster LCR NTL [*] 32 34 30 0.1 0.1 0.1 [*]
- -----------------------------------------------------------------------------------------------------------------
51 Bristol IC BSL CTI [*] 44 47 51 0.02 0.02 0.02 [*]
- -----------------------------------------------------------------------------------------------------------------
52 Idle IDL NTL [*] 56 30 42 0.003 0.003 0.003 [*]
- -----------------------------------------------------------------------------------------------------------------
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
106
SCHEDULE 8 - TABLE 1 SHEET OF 3 OF 3 PHASE 3
- -----------------------------------------------------------------------------------------------------------------
SITE MULTIPLEX MULTIPLEX ERP TARGET SITE
CHANNEL SERVICE DATE
- -----------------------------------------------------------------------------------------------------------------
NO. STATION NAME ABB. OWNER RESPONSE B C D B C D
TIME (1)
- -----------------------------------------------------------------------------------------------------------------
53 Brougher Mountain BRM CTI [*] 26 29 33 0.5 0.5 0.5 [*]
- -----------------------------------------------------------------------------------------------------------------
54 Redruth RR CTI [*] 49 43 50 1.6 1 1 [*]
- -----------------------------------------------------------------------------------------------------------------
55 Hastings HS CTI [*] 24 63 60 0.2 0.2 0.2 [*]
- -----------------------------------------------------------------------------------------------------------------
56 Chesterfield CD NTL [*] 46 50 52 0.02 0.02 0.02 [*]
- -----------------------------------------------------------------------------------------------------------------
57 Bromsgrove BGE CTI [*] 23 26 30 0.0125 0.0125 0.025 [*]
- -----------------------------------------------------------------------------------------------------------------
58 Pendle Forest PLF NTL [*] 31 30 34 0.05 0.05 0.05 [*]
- -----------------------------------------------------------------------------------------------------------------
59 Chatton CHN NTL [*] 46 47 51 1 1 1 [*]
- -----------------------------------------------------------------------------------------------------------------
60 Reigate REI CTI [*] 27 N/A N/A 0.1 0 0 [*]
- -----------------------------------------------------------------------------------------------------------------
61 Malvern MVR CTI [*] 55 23 26 0.1 0.05 0.05 [*]
- -----------------------------------------------------------------------------------------------------------------
62 Rosneath ROS NTL [*] 60 63 48 0.1 0.1 0.1 [*]
- -----------------------------------------------------------------------------------------------------------------
63 Bristol KW BSK CTI [*] 32 30 34 0.01 0.05 0.05 [*]
- -----------------------------------------------------------------------------------------------------------------
64 Fenton FNT CTI [*] 25 28 32 0.05 0.05 0.05 [*]
- -----------------------------------------------------------------------------------------------------------------
65 Storeton SEN CTI [*] 26 29 33 0.028 0.028 0.028 [*]
- -----------------------------------------------------------------------------------------------------------------
66 Tunbridge Wells TW CTI [*] 45 39 59 0.1 0.1 0.1 [*]
- -----------------------------------------------------------------------------------------------------------------
67 Plympton PTN NTL [*] 60 63 56 0.1 0.1 0.1 [*]
- -----------------------------------------------------------------------------------------------------------------
68 Salisbury SA CTI [*] 62 65 52 0.5 0.5 0.16 [*]
- -----------------------------------------------------------------------------------------------------------------
69 Larkstoke LKK CTI [*] 27 57 60 0.025 0.025 0.025 [*]
- -----------------------------------------------------------------------------------------------------------------
70 Keighley KJ NTL [*] 34 N/A N/A 0.05 0 0 [*]
- -----------------------------------------------------------------------------------------------------------------
71 Huntshaw Cross HC NTL [*] 64 53 57 2 2 2 [*]
- -----------------------------------------------------------------------------------------------------------------
Huntshaw Cross HC NTL [*] 64 53 57 2 2 2 [*]
- -----------------------------------------------------------------------------------------------------------------
72 Knock More KMR NTL [*] 57 60 56 1 1 1 [*]
- -----------------------------------------------------------------------------------------------------------------
73 Rumster Forest RMF NTL [*] 32 62 59 1 2 2 [*]
- -----------------------------------------------------------------------------------------------------------------
74 Aberdare ABR CTI [*] 26 29 33 0.025 0.025 0.05 [*]
- -----------------------------------------------------------------------------------------------------------------
75 Eitshal ETL CTI [*] 25 28 32 0.8 0.8 0.8 [*]
- -----------------------------------------------------------------------------------------------------------------
76 Brierley Hill BOF CTI [*] 59 66 62 0.1 0.05 0.05 [*]
- -----------------------------------------------------------------------------------------------------------------
77 Olivers Mount OMT CTI [*] 58 61 64 0.05 0.05 0.05 [*]
- -----------------------------------------------------------------------------------------------------------------
78 Keelylang Hill KEE CTI [*] 44 47 51 0.63 0.63 0.63 [*]
- -----------------------------------------------------------------------------------------------------------------
79 Pontypool PPL CTI [*] 45 66 68 0.01 0.01 0.01 [*]
- -----------------------------------------------------------------------------------------------------------------
80 Torosay TOY CTI [*] 33 21 31 0.125 0.125 0.125 [*]
- -----------------------------------------------------------------------------------------------------------------
81 Bressay BRQ CTI [*] 31 66 68 1 0.1 0.1 [*]
- -----------------------------------------------------------------------------------------------------------------
[*] indicates where text has been omitted pursuant to a request for
confidential treatment. The omitted text has been filed with the
Securities and Exchange Commission separately.
107
NOTES ON SCHEDULE 8, TABLE 1
Note 1: Response time Time from which transmitting station automatic
monitoring equipment signals a fault to the TOC, until
arrival on site
Note 2: Whitehawk Hill has suffered from gypsies and vandals so
is no longer visited at night for security
Note 3: Rumster Forest will be 1h provided the team are not on
Orkney
Note 4: No night-time ferry from Bressay
Note 5: For the purposes of Clause 8.1 Crystal Palace and Divis
have been allocated high priority status by CTI
108
SCHEDULE 9
THE IMPACT SCHEDULE
(BDB DTT ANALOGUE CONSEQUENTIALS)
PART I - INTRODUCTION
This document defines the work which CTI will undertake, either directly or
through NTL, in connection with the modifications to existing analogue TV plant
as a result of the introduction of the DTT service in the UK.
The work described here is strictly limited to the consequentials of the
introduction of the BDB Multiplexes.
The work described forms the 'baseline' for CTI's responsibilities under the BDB
DTT Contract. It reflects the changes which are known at 15 August 1997. Any
further changes will be dealt with under the 'Change Control' procedures as laid
down in Schedule 1 of the DTT Contract.
PART II - SCOPE OF WORK
The work described in this Schedule and included in the Contract price is
outlined in the following ITC documents:
. "Impact of Digital TV Relay Stations on UK Analogue Services", Doc. No. 18,
Ver 1.0, 30 April 1997;
. "Impact of Digital TV Main Stations on UK Analogue Services, Results of
field work for Stage 1 and 2 sites", Doc. No. 19, Ver 1.0, 31 May 1997; and
. "Change to DTT Frequency Plan", Doc. No. 21, Ver 1.0, 6 August 1997.
PART III - SPECIFIC EXCLUSIONS IN THIS SCHEDULE
Please refer to the list of specific exclusions in Schedule 9, Table I and Table
2.
In particular, the following are not included:-
. domestic re-tuning; and
. any subsequent changes required by the ITC.
PART IV - SCHEDULE OF WORK
DESCRIPTION OF WORK AT SITES OTHER THAN DTT STATIONS
Schedule 9, Table 1 shows the type of work required at each of the analogue
relay stations in connection with the introduction of the BDB Multiplexes. The
work under the various headings is described below:
109
PRECISION OFFSET
In most cases precision offset is impossible to implement with the existing
equipment due to its design. At such sites the transmission plant will have to
be replaced.
CHANNEL CHANGE
Existing equipment can generally be retuned. However the ITC stipulates that
there is to be no degradation of service for existing viewers. This means that
the old and new channels should be simulcast for a period to be specified by the
broadcasters which will require the purchase of temporary systems.
In addition the broadcasters require the use of captioning on the existing
channels in such circumstances.
INCREASE IN ERP
This can be achieved either by the modification of the transmit antenna or by
increasing the transmitter output power. In most cases this is combined with
precision offset working so new equipment Is called for. In cases where space is
limited and the transmission plant is integrated into one bay, an increase in
ERP of one service will mean that new equipment will be required for all the
services on a site.
NEW ANALOGUE RELAY
In five cases new relays will be provided. At [*] this will be by addition of
equipment at an existing NTL site where space exists in the current building
([*] will be fed by RBL from Wrexham-Rhos).
At Prestatyn a new Relay will have to be built on a green-field site.
RBL ANTENNA MODIFICATIONS
In a few cases modification of the existing site RBL receive antennas is
required to reduce Interference to the received signal.
NEW TRANSMIT ANTENNA
In some cases, a new transmit antenna is required for one or both of the
following reasons:-
. to increase the ERP of the station with an antenna of greater gain; and/or
. to suit the new channel allocation(s).
110
DESCRIPTION OF WORK AT CO-SITED STATIONS
Schedule 9, Table 2 shows the work required to modify the existing analogue
transmission system, at stations, with co-sited DTT services, as a result of the
introduction of the BDB Multiplexes. The work under the various headings is
described below:-
MODIFICATION OF VESTIGIAL SIDEBAND REGION
To avoid degradation of a DTT multiplex which is lower adjacent to an
existing analogue service, the VSB region of the analogue service must be
modified. This will be carried out both at low power in the analogue drive
equipment and also with high power filtering at the output of the
amplifiers. This work is subject to approval by the relevant regulatory
authority.
MODIFICATION OF GROUP DELAY
As a consequence of the high power filtering required to restrict the VSB
region extra group delay correction will be required on all analogue
services with lower adjacent DTT multiplexes. This correction will be
installed within the analogue drive equipment. At sites where the DTT
services are to be combined with the analogue services and transmitted from
a common antenna this extra correction must be configured such that it can
be easily removed from circuit when maintenance is carried out on the
analogue equipment. Extra group delay correction will also be required at
sites where the DTT multiplex is upper adjacent to the analogue service,
this is easier to accomplish than at lower adjacent sites.
PRECISION OFFSET
Precision offset oscillators will be installed in the analogue equipment at
five co-sited stations. This is necessary to avoid co-channel interference
with analogue relay stations which must be frequency changed as a
requirement of the ITC frequency plan.
REPLACEMENT DRIVES
A total of four analogue services will require replacement drive equipment.
The type of drive equipment presently employed at these sites cannot be
modified to allow lower adjacent DTT operation. New drive equipment will be
procured and interfaced to the existing control circuits and high power
amplifiers.
111
SCHEDULE 9 -TABLE 1
SCHEDULE OF WORK: ANALOGUE MODIFICATIONS AT SITES OTHER THAN DTT STATIONS
- ---------------------------------------------------------------------------------------------------------------------------
Site Interfering B C D Precision Channel Increase New Modify New Tx SHF
DTT Site & Offset change Power Relay RBL antenna Link
Mux
- ---------------------------------------------------------------------------------------------------------------------------
Hunmanby Belmont x x x
- ---------------------------------------------------------------------------------------------------------------------------
Ardnadam Black Hill x x
- ---------------------------------------------------------------------------------------------------------------------------
Bellshill SH Black Hill x x
- ---------------------------------------------------------------------------------------------------------------------------
Bronnant SH Blaenplwvf x x
- ---------------------------------------------------------------------------------------------------------------------------
Bath Briston KW x
- ---------------------------------------------------------------------------------------------------------------------------
Ferryside Caradon Hill x x x
- ---------------------------------------------------------------------------------------------------------------------------
Chagford Carmel x x
- ---------------------------------------------------------------------------------------------------------------------------
Staithes Chatton x x x
- ---------------------------------------------------------------------------------------------------------------------------
High Keil Divis x x
- ---------------------------------------------------------------------------------------------------------------------------
Bretch Hill Emley Moor x x x
- ---------------------------------------------------------------------------------------------------------------------------
Buxton Emley Moor x x
- ---------------------------------------------------------------------------------------------------------------------------
Holmfirth Emley Moor x x x
- ---------------------------------------------------------------------------------------------------------------------------
Nottingham Emley Moor x x x
- ---------------------------------------------------------------------------------------------------------------------------
Sheffield Emley Moor x x x
- ---------------------------------------------------------------------------------------------------------------------------
Stoke North Fenton x x x x
- ---------------------------------------------------------------------------------------------------------------------------
Croeserw Huntshaw x x
- ---------------------------------------------------------------------------------------------------------------------------
Glyncorrwg Huntshaw x x
- ---------------------------------------------------------------------------------------------------------------------------
Ilfracombe Huntshaw x x
- ---------------------------------------------------------------------------------------------------------------------------
Craigellachie Knock More x x x
- ---------------------------------------------------------------------------------------------------------------------------
Barrow Town Lancaster x x
- ---------------------------------------------------------------------------------------------------------------------------
Kings Weston Mendip/Ridg x x x
- ---------------------------------------------------------------------------------------------------------------------------
Bidston Moel-y-Parc x x
- ---------------------------------------------------------------------------------------------------------------------------
West Kirby Moel-y-Parc x x
- ---------------------------------------------------------------------------------------------------------------------------
Stroud Ridge Hill x x x x
- ---------------------------------------------------------------------------------------------------------------------------
Cathcart Rosneath x x x
- ---------------------------------------------------------------------------------------------------------------------------
Kelvindale Rosneath x x
- ---------------------------------------------------------------------------------------------------------------------------
Pitlochry Selkirk x x
- ---------------------------------------------------------------------------------------------------------------------------
Blackburn Sheffield x x
- ---------------------------------------------------------------------------------------------------------------------------
Hasland Sheffield x x
- ---------------------------------------------------------------------------------------------------------------------------
Cwmbran Stockland x x
- ---------------------------------------------------------------------------------------------------------------------------
Wivenhoe Park Sudbury x x
- ---------------------------------------------------------------------------------------------------------------------------
Long Mountain Sutton x x
- ---------------------------------------------------------------------------------------------------------------------------
Glossop Sutton x x
- ---------------------------------------------------------------------------------------------------------------------------
Leek Sutton x x
- ---------------------------------------------------------------------------------------------------------------------------
Lees Sutton x x
- ---------------------------------------------------------------------------------------------------------------------------
Storeton Sutton x x
- ---------------------------------------------------------------------------------------------------------------------------
Wardle Sutton x x
- ---------------------------------------------------------------------------------------------------------------------------
Wrexham Rhos Sutton x x
- ---------------------------------------------------------------------------------------------------------------------------
Cefn-Mawr SuttonWinte x x x x x
- ---------------------------------------------------------------------------------------------------------------------------
Bargoed Wenvoe x x
- ---------------------------------------------------------------------------------------------------------------------------
Carhampton Wenvoe x x x x
- ---------------------------------------------------------------------------------------------------------------------------
Countisbury Wenvoe x x
- ---------------------------------------------------------------------------------------------------------------------------
Easter Compton Wenvoe x x x
- ---------------------------------------------------------------------------------------------------------------------------
Gilfach Wenvoe x x
- ---------------------------------------------------------------------------------------------------------------------------
Greenhill Wenvoe x x
- ---------------------------------------------------------------------------------------------------------------------------
Kewstoke Wenvoe x x x x
- ---------------------------------------------------------------------------------------------------------------------------
Pontardawe Wenvoe x x
- ---------------------------------------------------------------------------------------------------------------------------
Pontvpool Wenvoe x x
- ---------------------------------------------------------------------------------------------------------------------------
Redcliff Bay Wenvoe x x x x
- ---------------------------------------------------------------------------------------------------------------------------
Roadwater Wenvoe x x
- ---------------------------------------------------------------------------------------------------------------------------
Woodcombe Wenvoe x x x x
- ---------------------------------------------------------------------------------------------------------------------------
Llanddona/Prestat Winter Hill x x x x
- ---------------------------------------------------------------------------------------------------------------------------
112
SCHEDULE 9 - TABLE 2 SHEET 1 OF 2
SCHEDULE OF WORK: ANALOGUE MODIFICATIONS AT CO-SITED STATIONS
- ------------------------------------------------------------------------------------------------------------------------------------
SITE CO-SITED INTERFERING MULTIPLEX MODIFY MODIFY PRECISION REPLACE
----------------------------------------
B C D VSB G. DELAY OFFSET DRIVE
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Aberdare x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Angus x x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Beacon Hill x x x x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Belmont
- ------------------------------------------------------------------------------------------------------------------------------------
Bilsdale x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Black Hill x x
- ------------------------------------------------------------------------------------------------------------------------------------
Blaenplwyf x x
- ------------------------------------------------------------------------------------------------------------------------------------
Bluebell Hill x x x x x
- -----------------------------------------------------------------------------------------------------------------------------------
Bressay x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Brierley Hill x x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Bristol Ilchester Crescent x x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Bristol Kings Weston
- ------------------------------------------------------------------------------------------------------------------------------------
Bromsgrove x x x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Brougher Mountain x x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Caldbeck
- ------------------------------------------------------------------------------------------------------------------------------------
Caradon Hill x x x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Carmel x x x x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Chatton x x
- ------------------------------------------------------------------------------------------------------------------------------------
Chesterfield
- ------------------------------------------------------------------------------------------------------------------------------------
Craigkelly x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Crystal Palace x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Darvel x x x x x x
- -----------------------------------------------------------------------------------------------------------------------------------
Divis x x
- ------------------------------------------------------------------------------------------------------------------------------------
Dover x x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Durris
- ------------------------------------------------------------------------------------------------------------------------------------
Eitshal x x x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Emley Moor x x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Fenham x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Fenton x x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Fremont Point
- ------------------------------------------------------------------------------------------------------------------------------------
Guildford x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Hannington x x
- ------------------------------------------------------------------------------------------------------------------------------------
Hastings x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Heatherfield x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Hemel Hempstead x x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Huntshaw Cross x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Idle x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Keelylang Hill x x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Keighley
- ------------------------------------------------------------------------------------------------------------------------------------
Kilvey Hill x x x
- ------------------------------------------------------------------------------------------------------------------------------------
Knock More
- ------------------------------------------------------------------------------------------------------------------------------------
Lancaster x x x x
- ------------------------------------------------------------------------------------------------------------------------------------
113
SCHEDULE 9 - TABLE 2 SHEET 2 OF 2
SCHEDULE OF WORK: ANALOGUE MODIFICATIONS AT CO-SITED STATIONS
- -----------------------------------------------------------------------------------------------------
SITE CO-SITED INTERFERING MULTIPLEX MODIFY MODIFY PRECISION REPLACE
------------------------------
VSB G. DELAY OFFSET DRIVE
- -----------------------------------------------------------------------------------------------------
B C D
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
Larkstoke X X
- -----------------------------------------------------------------------------------------------------
Limavady X X X X
- -----------------------------------------------------------------------------------------------------
Llanddona X X X
- -----------------------------------------------------------------------------------------------------
Malvern X X X
- -----------------------------------------------------------------------------------------------------
Mendip X X X
- -----------------------------------------------------------------------------------------------------
Midhurst X X X
- -----------------------------------------------------------------------------------------------------
Moel-y-Parc
- -----------------------------------------------------------------------------------------------------
Nottingham
- -----------------------------------------------------------------------------------------------------
Olivers Mount X X X X
- -----------------------------------------------------------------------------------------------------
Oxford X X X
- -----------------------------------------------------------------------------------------------------
Pendle Forest X X X
- -----------------------------------------------------------------------------------------------------
Plympton X X X X
- -----------------------------------------------------------------------------------------------------
Pontop Pike X X X X X X
- -----------------------------------------------------------------------------------------------------
Pontypool
- -----------------------------------------------------------------------------------------------------
Presely X X X X X X
- -----------------------------------------------------------------------------------------------------
Redruth X X X X
- -----------------------------------------------------------------------------------------------------
Reigate
- -----------------------------------------------------------------------------------------------------
Ridge Hill
- -----------------------------------------------------------------------------------------------------
Rosemarkie X X X X X X
- -----------------------------------------------------------------------------------------------------
Rosneath X X X X
- -----------------------------------------------------------------------------------------------------
Rowridge X X X X
- -----------------------------------------------------------------------------------------------------
Rumster Forest X X
- -----------------------------------------------------------------------------------------------------
Saddleworth X X X
- -----------------------------------------------------------------------------------------------------
Salisbury X X X X
- -----------------------------------------------------------------------------------------------------
Sandy Heath X
- -----------------------------------------------------------------------------------------------------
Selkirk X X X X
- -----------------------------------------------------------------------------------------------------
Sheffield
- -----------------------------------------------------------------------------------------------------
Stockland Hill X X X X X
- -----------------------------------------------------------------------------------------------------
Storeton X X X X
- -----------------------------------------------------------------------------------------------------
Sudbury X X X
- -----------------------------------------------------------------------------------------------------
Sutton Coldfield X X
- -----------------------------------------------------------------------------------------------------
Taconeston
- -----------------------------------------------------------------------------------------------------
The Wrekin X X
- -----------------------------------------------------------------------------------------------------
Torosay X X X X X
- -----------------------------------------------------------------------------------------------------
Tunbridge Wells X X
- -----------------------------------------------------------------------------------------------------
Waltham X
- -----------------------------------------------------------------------------------------------------
Wenvoe
- -----------------------------------------------------------------------------------------------------
Whitehawk Hill X X X
- -----------------------------------------------------------------------------------------------------
Winter Hill X X X
- -----------------------------------------------------------------------------------------------------
114
SCHEDULE 10
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
116
SCHEDULE 11 -EMERGENCY EQUIPMENT
/DISASTER RECOVERY PROCEDURES
PART I - EMERGENCY RESERVE EQUIPMENT
BDB Exclusive Equipment:
. 3 off 4kW containerised DTT transmitters including TIE; and
. 3 off 1kW containerised DTT transmitters including TIE.
Interconnection cabling and instructions will be maintained in portable cases in
accordance with an agreed operational procedure.
CTI EXCLUSIVE EQUIPMENT:
. 1 off modular DTT combining system with interconnecting feeder; and
. 2 off Broadband 8 Lambda 4 panel UHF Antennas.
CTI/NTL SHARED EQUIPMENT:
Some of these facilities are shared with NTL. Items are fully maintained under
an annual maintenance plan and include:
. 210m reserve mast;
. 80m reserve tower;
. 16 lambda main UHF antenna,
. 4 lambda UHF antenna;
. 5 inch feeder;
. 3 inch feeder;
. UHF combiner: and
. documentation.
Adaptors and feeders for interconnecting points will be available at all sites.
Emergency facilities will be phased in appropriately as installations progress.
117
PART II- DISASTER RECOVERY PROCEDURES
In the event of a serious incident CTI will follow the procedures laid down in
the CTI Disasters and Emergencies Procedures Plan which is updated when
necessary and covers the following:
. security procedures;
. electric shock;
. loss of transmission facilities;
mast collapse;
loss of transmitters,
emergency link procedure;
local site plans;
procedural testing;
. other emergencies;
mast rescue;
Falling Ice;
bomb precautions; and
. a telephone list.
NOTIFICATION
In the event that a potentially catastrophic incident is detected, which will
impair or interrupt service from one or more Stations for an extended period,
CTI shall immediately notify the BDB Representative and initiate the CTI
Disasters and Emergencies Plan.
CTI and the BDB Representative will then jointly assess the implications of the
incident.
SERVICE PRIORITY
In the event of failure of more than one service at a Station, the order of
priority for service restoration will be in accordance with the CTI Disaster and
Emergencies Procedures Plan.
CTI will use reasonable endeavours not to show undue preference to any other
customer in the order of priority set out in the CTI Disaster and Emergency
Procedures Plan.
LOSS OF MAINS SUPPLY AND GENERATOR
In the event of fire destroying a mains supply and the backup generator
simultaneously, a containerised generator will be supplied within 24 hours on
hire.
118
LOSS OF COMPLETE TRANSMITTING STATION
In the event of the loss of a complete transmitting station, CTI will deploy the
containerised emergency transmitters and other equipment necessary to restore
the service.
An emergency container transmitter can be delivered to any site on the mainland
within 24 hours.
MAJOR DAMAGE TO MAST AND/OR ANTENNA SYSTEM
Following notification or identification of potential structural damage and an
initial assessment of potential safety hazards, named personnel will be
contacted to enable contingency plans to be initiated. These people are directly
responsible for the provision of the reserve facilities. Some of these
facilities are shared with NTL.
Service recovery times depend on the severity of damage. It is likely that the
erection time for the 210m mast would be four to five weeks. It could be
possible under favourable conditions to reduce this to about three weeks.
At smaller sites full service would be restored using cherry-pickers and cranes.
TECHNICAL OPERATIONS CENTRE (TOC)
The TOC has been designed to be fully resilient. A back-up to the TOC is located
at Sutton Coldfield providing duplication of the computer systems at the TOC.
Data communications from the Stations to these computer systems is via ISDN or
PSTN backup circuits which are instigated automatically without manual
intervention.
In the event that the TOC needs to be abandoned, staff would transfer to the
backup centre and the operation would be resumed within in one hour with no loss
of monitoring data. The transfer time will be minimised by providing remote or
mobile access to the backup centre.
119
SCHEDULE 12
ADDITIONAL STATIONS
Until 31 December 2001 additional stations beyond those listed in Schedule 8
will be added to
the Network, as requested by BDB, in accordance with the Change Control
Procedures specified in Schedule 1. The basis for calculating the additional
Charge for each additional station shall be the sum of:
[*]
The provision of additional Stations from 1 January 2002 will be subject to
separate agreement between BDB and CTI.
Once the additional charge is calculated and agreed, Schedule 2 will be adjusted
accordingly.
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
120
EXECUTED by the parties
Signed by
for and on behalf of
BRITISH DIGITAL BROADCASTING PLC:
/s/ Signature
- ---------------------------------------------
Signed by
for and on behalf of
CASTLE TRANSMISSION INTERNATIONAL LTD:
/s/ Signature
- --------------------------------------------
121
ANNEX 1
[*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
122
ANNEX 1 - PART 1 [*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
123
ANNEX I - PART II [*]
[*] indicates where text has been omitted pursuant to a request for
confidential treatment. The omitted text has been filed with the Securities
and Exchange Commission separately.
124
[*]
[*] indicates where text has been omitted pursuant to a request for
confidential treatment. The omitted text has been filed with the Securities
and Exchange Commission separately.
125
[*]
[*] indicates where text has been omitted pursuant to a request for
confidential treatment. The omitted text has been filed with the Securities
and Exchange Commission separately.
126
ANNEX I - PART III [*]
[*] indicates where text has been omitted pursuant to a request for
confidential treatment. The omitted text has been filed with the Securities
and Exchange Commission separately.
127
[*]
[*] indicates where text has been omitted pursuant to a request for
confidential treatment. The omitted text has been filed with the Securities
and Exchange Commission separately.
128
ANNEX 1 - PART IV [*]
[*] indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
129
ANNEX 2 DRAFT MULTIPLEX LICENCE
130
THE SCHEDULE
Index To Conditions
PART 1
1. Definitions and Interpretation................................... 2
2. Provision of Multiplex Service by the Licensee................... 5
3. Fees............................................................. 5
4. Additional Payments.............................................. 6
5. Interest on Late Payments and V.A.T.............................. 7
6. Transmission Arrangements, Technical Standards and Requirements.. 7
7. Availability of Capacity on the Frequencies...................... 8
8. Provision of Information to the Commission....................... 8
9. Renewal of the Licence........................................... 11
10. Fair and Effective Competition................................... 13
11. Restrictions on the Holders of Multiplex Licences................ 15
12. Transferability of the Licence................................... 15
13. Compliance....................................................... 16
14. Prohibition on Conveyance of Unlicensed Services................. 16
15. Government Directions............................................ 16
16. Complaints Received from the Public.............................. 17
17. Power of the Commission to Vary License Conditions............... 17
18. Publication of Tariffs........................................... 18
19. Equal Opportunities.............................................. 18
20. Notices.......................................................... 19
21. Exception and Limitation on the Licensee's Obligations........... 20
22. Sanctions for Breaches of Condition.............................. 21
23. Revocation....................................................... 22
Annex: The Licensed Service
Definitions and Interpretation................................. 25
Part I - Conditions relating to Digital Programme Services..... 26
Part II - Conditions relating to Digital Additional Services... 28
Part III - Conditions relating to Promoting or assisting the
acquisition of equipment........................... 29
Part IV - Conditions relating to the Technical Plan............ 30
Part V - Details of Broadcasting Stations...................... 33
Part VI - Additional Information............................... 40
Part VII - Conditions coming into force on the Date of Grant... 41
Confidential Appendix..........................................
1
2
PART 1
1. DEFINITIONS AND INTERPRETATION
(1) In these Conditions and in the Conditions in the Annex unless the context
otherwise requires:
references to any "ACCOUNTING PERIOD" of the Licensee shall be interpreted
in accordance with Section 13(6) of the 1996 Act and the Statement of
Principles on multiplex revenue;
"THE 1990 ACT" means the Broadcasting Act 1990 as amended by the 1996 Act;
"THE 1996 ACT" means the Broadcasting Act 1996;
"BODY" means a body of persons whether incorporated or not, and includes a
partnership;
"BSKYB" means British Sky Broadcasting Group PLC, a company incorporated
under the laws of England (registered number 2247735) whose registered
office is at Grant Way, Isleworth, Middlesex TW7 5QD;
"BSKYB LIMITED" means British Sky Broadcasting Limited, a company
incorporated under the laws of England (registered number 2906991) whose
registered office is at Grant Way, Isleworth, Middlesex TW7 5QD;
"BSB HOLDINGS" means BSB Holdings Limited, a company incorporated under the
laws of England (registered number 2042233) whose registered office is at 3
Burlington Gardens, London W1X 1LB;
"CODE OF PRACTICE ON CHANGES TO EXISTING TRANSMISSION AND RECEPTION
ARRANGEMENTS" means the code governing the standards and requirements
relating to changes and modifications to transmission and reception
arrangements for existing terrestrial television services required as a
result of the transmission of the Licensed Service as drawn up from time to
time revised by the Commission;
"COMMENCEMENT DATE" means the date one year after the Date of Grant, or
such earlier date as the Licensee may notify to the Commission in writing
or such later date as may be agreed in writing between the Commission and
the Licensee;
references to a "CONNECTED PERSON" in relation to the Licensee shall be
interpreted in accordance with paragraph 3 of Part I of Schedule 2 to the
1990 Act;
references to "DIGITAL ADDITIONAL SERVICES" shall be interpreted in
accordance with Section 24 of the 1996 Act;
references to "DIGITAL PROGRAMME SERVICES" shall be interpreted in
accordance with Section 1(4) of the 1996 Act;
"DIGITAL TECHNICAL PERFORMANCE CODE" means the code governing technical
standards and practice in the provision of licensed services and qualifying
services as drawn up and from time to time revised by the Commission;
3
"DISABLED PERSON" has the same meaning as in the Disability Discrimination
Act 1995;
"FREQUENCIES" means the frequencies designated by UHF Channel numbers in
Part V of the Annex and a "FREQUENCY" means any of the Frequencies;
"INITIAL LICENCE PERIOD" means the period of twelve years from and
including the Commencement Date or, if shorter, the period from and
including the Commencement Date until such date as the Licence is revoked
in accordance with these Conditions;
any reference to a person or group of persons acting together having an
"INTEREST" of a particular percentage (or of more than a particular
percentage) in a body corporate is a reference to a person or group of
persons acting together who:
(a) holds or is beneficially entitled to that percentage (or more than
that percentage) of the shares in that body; or
(b) possesses that percentage (or more than that percentage) of the voting
power in that body;
"LICENCE PERIOD" means the Initial Licence Period or any Subsequent Licence
Period, as the context shall require;
"LICENCED AREA" means the coverage area achieved when the programmes in the
licensed services and the qualifying services included in the Licensed
Service are transmitted by wireless telegraphy from the stations specified
in Part V of the Annex (as varied from time to time pursuant to the proviso
to Condition 2(2)), subject to such stations being operated in accordance
with the Digital Technical Performance Code and otherwise in accordance
with the details set out in Part V of the Annex;
"LICENSED SERVICES" means services licensed by the Commission under Part I
of the 1996 Act;
references to "MULTIPLEX REVENUE" in relation to the Licencee shall be
interpreted in accordance with Sections 14 and 37 of the 1996 Act and the
Statement of Principles drawn up and revised from time to time by the
Commission in consultation with the Secretary of State and the Treasury
pursuant to Part I of Schedule 1 to the 1996 Act;
"PRESCRIBED AMOUNT" means:
(a) where:
(i) the Licence is revoked under Section 11 of the 1996 Act; or
(ii) the first complete accounting period of the Licencee falling within
the Licence Period has not yet ended;
seven percent of the amount which the Commission estimate would have been
the multiplex revenue for that accounting period (as determined in
accordance with Section 14 of the 1996 Act); or
4
(b) in any other case, seven percent of the multiplex revenue for the last
complete accounting period of the Licencee so falling (as determined
in accordance with Section 14 of the 1996 Act);
"PROGRAMME", save where otherwise specified, includes an advertisement and
any item included in the Licensed Service;
references to "PROGRAMME-RELATED SERVICES" shall be interpreted in
accordance with Section 12(4)(b) of the 1996 Act;
references to "QUALIFYING SERVICES" shall be interpreted in accordance with
Section 2 of the 1996 Act;
"RACIAL GROUP" has the same meaning as in the Race Relations Act 1976;
"RELEVANT DATE" means the date which the Commission determines to be that
by which it would need to publish a notice under Section (7)(1) of the 1996
Act if it were to grant, as from the date on which the Licence would expire
if not renewed, a fresh license to provide the Licensed Service.
"RELEVANT PERCENTAGE OF MULTIPLEX REVENUE" means such percentage of the
multiplex revenue in relation to each accounting period of the Licencee
during the Licence Period as the Commission may specify pursuant to
Condition 9(5), which percentage may be different for different accounting
periods and may be a nil percentage;
"SUBSEQUENT LICENCE PERIOD" means the period of twelve years from and
including the date on which the Licence is renewed in accordance with
Condition 9 or, if shorter, the period from and including the date on which
the Licence is renewed until such date as it is revoked in accordance with
these Conditions;
"TECHNICAL PLAN" means the technical plan relating to the Licensed Service
which accompanied the Licencee's application for the Licence pursuant to
Section 7(4)(b) of the 1996 Act; and
references to "TECHNICAL SERVICES" shall be interpreted in accordance with
Section 24(3) of the 1996 Act and to "RELEVANT TECHNICAL SERVICES" shall be
interpreted in accordance with Section 12(4)(c) of the 1996 Act.
(2) The Interpretation Act 1978 shall apply for the purpose of interpreting
these Conditions as if they were an Act of Parliament.
(3) Any word or expression used in these Conditions shall unless otherwise
defined herein and/or the context otherwise requires have the same meaning
as it has in the 1990 Act or in the 1996 Act, as the case may be.
(4) For the purposes of interpreting these Conditions headings and titles to
any Condition shall be disregarded.
(5) This Licence shall be governed by English law.
5
PART 2
2. PROVISION OF MULTIPLEX SERVICE BY THE LICENSEE
(1) The Licencee shall provide the Licensed Service for the Licence Period in
the Licenced Area and in accordance with the Conditions set out in the
Annex.
(2) Subject to the Conditions set out in the Annex, the Licencee shall ensure
that the licensed services and the qualifying services broadcast in the
Licensed Service are transmitted from the stations specified in, and
otherwise in accordance with Part V of the Annex and on each day of the
week. Provided that the Commission may (having first consulted the
Licencee) from time to time by notice to the Licencee amend Part V of the
Annex:
(a) by substituting for any station or stations therein referred to, a
reference to any other station or stations serving substantially the
whole of the area previously served by the stations so substituted;
and/or
(b) by adding to the stations therein referred to a reference to an
additional station or stations serving an additional area, whether or
not such additional area is served in whole or in part by another
station from which the licensed services and the qualifying services
are broadcast in the Licensed Service; and/or
(c) by deleting references to any station or stations where such deletion
is required pursuant to the revocation by the Secretary of State,
pursuant to Section 6(3) of the 1996 Act of the assignment of any
Frequency;
and any such variation shall take effect on such date or event as the
Commission shall in such notice specify whereupon Part V of the Annex shall
be deemed to have been amended so as to include particulars of the
broadcasting stations as so varied.
(3) Nothing in this Licence shall constitute or imply any warranty,
representations or obligation on the part of the Commission as to the size
or location of the areas actually capable of receiving the programmes in
the licensed services and the qualifying services broadcast in the Licensed
Service provided by the Licencee pursuant to the Licence or that licensed
services and qualifying services provided by the holder of any other
license (including a multiplex service license) shall not be capable of
reception in the whole or any part of the Licenced Area.
(4) The Licencee shall not be authorised by or under the Licence to broadcast
or procure the broadcasting of anything other than the Licensed Service.
3. FEES
(1) The Licencee shall pay to the Commission such fees as the Commission may
determine in accordance with the tariff fixed by it and for the time being
in force under Section 4(3) of the 1996 Act, details of which, and of any
revision whereof, the Commission shall provide to the Licencee in writing.
(2) Payment of the fees referred to in Condition 3(1) shall be made in such
manner as the Commission shall specify provided that unless the Commission
specifically otherwise requires:
6
(a) where the annual amount of the fee is less than the Designated Amount,
it shall be payable on the Date of Grant and on each anniversary
thereof prior to or during the Licence Period; and
(b) where the annual amount of the fee is equal to or more than the
Designated Amount, it shall be payable in advance by equal monthly
instalments commencing on the Date of Grant and continuing thereafter
until the expiry of the Licence Period.
(3) For the purposes of this Condition 3, the "DESIGNATED AMOUNT" means the sum
of (Pounds)25,000, or such other sum as the Commission may from time to
time specify.
4. ADDITIONAL PAYMENTS
(1) The Licencee shall pay to the Commission in respect of each accounting
period of the Licencee falling within the Licence Period an amount
representing the Relevant Percentage of multiplex revenue.
(2) The Commission may:
(a) before the beginning of any accounting period of the Licencee,
estimate the amount representing the Relevant Percentage of multiplex
revenue for that accounting period (and the Licencee shall pay such
estimated amount (the "ESTIMATED AMOUNT") by equal monthly instalments
on the twenty-seventh day of each month throughout that accounting
period); and
(b) at such times as it shall think fit revise the Estimated Amount and
adjust the instalments payable by the Licencee to take account of any
such revision.
(3) (a) The Licencee shall pay to the Commission a sum equal to the amount (if
any) by which the amount of the Relevant Percentage of multiplex
revenue in respect of any accounting period of his exceeds the
Estimated Amount actually paid by him to the Commission in respect of
that period; and
(b) the Commission shall pay or procure the payment to the Licencee of a
sum equal to the amount (if any) by which the amount of the Relevant
Percentage of multiplex revenue in respect of any accounting period of
the Licencee is less than the Estimated Amount actually paid by the
Licencee to the Commission in respect of that period,
and the sum payable by the Licencee shall be paid within 14 days of the
date on which the Commission shall notify the Licencee of the amount of the
Relevant Percentage of multiplex revenue in respect of such accounting
period.
(4) Payments under this Condition 4 shall be made in such manner as the
Commission shall specify.
(5) This Condition shall not have effect:
(a) in relation to the Initial Licence Period; or
7
(b) in relation to the Subsequent Licence Period if, pursuant to Section
16(8) of the 1996 Act, the Commission specify (with the consent of the
Secretary of State) that no relevant percentage of multiplex revenue
is payable for that period.
5. INTEREST ON LATE PAYMENTS AND V.A.T.
(1) Any payment due from the Licencee under or in respect of this Licence shall
carry interest at three percent over the base rate for the time being of
National Westminster Bank PLC (or if unavailable then the rate published by
another clearing bank as selected by the Commission) from the date such
payment was due until the date of actual payment.
(2) The Licencee's liability to pay to the Commission the amounts payable by
him under Condition 5(1) shall accrue from day to day and shall be
calculated on the basis of a year of 365 days and for the actual number of
days elapsed.
(3) (a) The Licencee shall pay any V.A.T. on any supply for V.A.T. purposes by
the Commission under the Licence.
(b) Without limitation to paragraph (a) above, all sums payable or other
consideration to be given by the Licencee are exclusive of V.A.T.
which shall be paid by the Licencee in addition to such sums or
consideration.
(c) In this Condition 5(3) V.A.T. means value added tax and any similar
tax.
6. TRANSMISSION ARRANGEMENTS, TECHNICAL STANDARDS AND REQUIREMENTS
(1) The Licencee shall do all he can to ensure that the signals carrying the
Licensed Service attain high standards in terms of technical quality and
reliability throughout so much of the Licenced Area as is for the time
being reasonably practicable and in particular, (but without prejudice to
the generality of the foregoing) the Licencee shall do all that he can to
ensure that the relevant provisions of the Digital Technical Performance
Code are observed in all operations under his direct control and by any
third parties involved in the provision of programmes in the licensed
services and qualifying services broadcast in the Licensed Service or in
the provision and operation of a system for the distribution and
transmission of the Licensed Service.
(2) The Licencee shall at all times comply with the Code of Practice on Changes
to Existing Transmission and Reception Arrangements adopted by the
Commission from time to time and without prejudice to the generality of the
foregoing the Licencee shall:
(a) do all that he can to secure that all work required in accordance with
the Code of Practice on Changes to Existing Transmission and Reception
Arrangements in connection with the equipment used for the
transmission of existing terrestrial television services in order to
accommodate the transmission of the Licensed Service is carried out in
a proper manner before the commencement of transmissions of the
Licensed Service from each of the stations specified in Part V of the
Annex;
(b) not commence transmissions of the Licensed Service from any of the
stations specified in Part V of the Annex until the work referred to
in paragraph 2(a) of this Condition in connection with such
transmissions from such stations has been completed;
8
(c) promptly and in a proper manner carry out all work required in
accordance with the Code of Practice on Changes to Existing
Transmission and Reception Arrangements in order to maintain the
reception of existing terrestrial services by viewers affected by the
changes to the transmission arrangements for those services described
in the said Code without any cost or expense to those viewers; and
(d) promptly and in a proper manner carry out all the work required in
accordance with the Code of Practice on Changes to Existing
Transmission and Reception Arrangements in order to restore the
reception of existing terrestrial television services by viewers
affected by interference caused by the transmission of the Licensed
Service in the cases identified in the said Code without any cost or
expense to those viewers.
(3) The Licensee shall comply with the Guidance Note on Test Transmissions,
governing transmissions made by the Licensee from any of the stations
specified in Part V of the Annex before the commencement of the Licensed
Service from such stations, as drawn up and from time to time reviewed by
the Commission.
(4) The Licensee shall ensure that the Licensed Service uses a transmission
system complying with Article 2 of Council Directive 95/47/EC on the use of
standards for transmission of television signal;
(5) Where the Commission specify a particular Community digital standard in
accordance with Section 142 of the 1996 Act (the "COMMUNITY DIGITAL
STANDARD") the Licensee shall ensure that the Licensed Service uses a
transmission system meeting the Community Digital Standard.
7. AVAILABILITY OF CAPACITY ON THE FREQUENCIES
(1) The Licensee shall ensure that, during the License Period, at least 90
percent (or such other percentage as the Secretary of State may from time
to time by order specify pursuant to Section 12(5) of the 1996 Act) of
digital capacity on the Frequencies is available for the broadcasting of
digital programme services, qualifying services, programme-related services
or relevant technical services.
(2) For the purpose of Condition 7(1) "QUALIFYING SERVICES" shall be
interpreted in accordance with Section 12(4)(a) of the 1996 Act.
8. PROVISION OF INFORMATION TO THE COMMISSION
(1) The Licensee shall furnish to the Commission in such manner and at such
times as the Commission may reasonably require such documents, accounts,
returns, estimates, reports or other information as the Commission may
require for the purpose of exercising the functions assigned to it by or
under the 1990 Act or the 1996 Act in relation to multiplex services and in
particular (but without prejudice to the generality of the foregoing):
(a) the Licensee will notify the Commission:
(i) of any change in the persons having control over the Licensee, or
in the directors of the Licensee or the directors of any body
corporate which controls the Licensee, within 28 days of the
occurrence of such change;
9
(ii) of any change in the persons having interests in the Licensee
so that a person or group of persons acting together:
(A) has acquired an interest of more than twenty percent, in
the Licensee or in any body corporate which controls
Licensee; or
(B) having an interest of more than twenty percent, in the
Licensee or in any body corporate which controls the
Licensee, has increased such interest;
within 28 days of the Licensee becoming aware of such change:
(iii) of any change in the persons having interests in the Licensee
where an interest or interests notified to the Commission in
Condition 8(1)(a)(ii)(A) or (B) falls to twenty percent or
below within 28 days of the Licensee becoming aware of such
change; and
(iv) of any change in the persons having interests in the Licensee
where such interest would cause the Licensee to be a
disqualified person pursuant to Schedule 2 to the 1990 Act or
cause any of the restrictions or requirements imposed on or in
relation to the holders of multiplex service licences by or
under Schedule 2 to the 1990 Act not to be complied with to the
extent that such requirements apply to him immediately upon the
Licensee becoming aware of such change;
(b) the Licensee shall, save insofar as such matters have been notified to
the Commission pursuant to paragraph (a) above, notify the Commission
within 28 days of the occurrence of:
(i) all matters, notice of which is required to be given to the
Registrar of Companies under Parts V and/or XXIII of the
Companies Act 1985; or
(ii) (where the Licensee is not incorporated in England and Wales or
Scotland) such similar or analogous matters under the laws of
any applicable jurisdiction is the Commission may from time to
time specify.
(2) The Licensee shall ensure that any person authorised in writing by the
Commission is permitted at reasonable times to enter any premises of the
Licensee or of any connected person in order to:
(a) inspect, examine, operate or test any equipment on the premises which
is used in connection with the provision of the Licensed Service; and
(b) inspect and examine all statutory books and financial and other
business records of the Licensee and to take such copies thereof as
may in the opinion of the Commission be necessary or desirable to
enable it to discharge its functions under the 1990 Act and/or the
1995 Act.
10
(3) The Licensee shall within 28 days of a request therefor provide the
Commission with such information as it may require for the purposes of
determining or revising the tariff referred to in Condition 3(1).
(4) The Licensee shall as soon as reasonably practicable following a request
therefor provide the Commission with such information as it may require for
the purposes of determining whether the Licensee has acted and is acting in
accordance with the provisions of Condition 10, including, without
limitation, Condition 10(2) and Condition 10(6).
(5) The Licensee shall as soon as reasonably practicable following a request
therefor provide the Commission with such information as it may require for
the purposes of determining wither the Licensee has complied and is
complying with the Conditions set out in the Annex, including, without
limitation, the Conditions set out in Part III of the Annex relating to
acquisition of equipment.
(6) The Licensee shall supply to the Commission:
(a) (i) in relation to himself and any body which controls the Licensee
(where a body corporate) a copy of his annual return at the same
time as it is filed with the Registrar of Companies in
accordance with Section 363 of the Companies Act 1985 and a copy
of his annual report and accounts as soon as possible after they
are circulated to the shareholders of the relevant body
corporate; or
(ii) (where the Licensee is not incorporated in England and Wales or
Scotland) any returns, reports, accounts or other information
under the laws of any applicable jurisdiction which is, in the
opinion of the Commission, analogous or equivalent to the above,
at such times and in such form as the Commission shall from time
to time specify;
(b) half-yearly income and expenditure returns and supplementary annexes
in such form and at such times as the Commission shall require;
(c) statements of his multiplex revenue at such intervals as the
Commission may specify and also in respect of each entire accounting
period of his in such form as the Commission shall require;
(d) post-transmission data in relation to the programmes included in the
licensed service and qualifying services which are broadcast in the
Licensed Service covering such information and in such form as the
Commission shall specify, such data to be delivered to the Commission
as soon after transmission of the programmes to which they relate as
the Commission may require;
(e) tapes/recordings of such parts of the Licensed Services as the
Commission shall from time to time require for the purposes of
monitoring the technical performance of the Licensee;
(f) such technical performance data as the Commission shall from time to
time to time require, at such intervals and in such form as the
Commission shall specify;
11
(g) such information as the Commission may reasonably require from time to
time for the purposes of determining whether the Licensee on any
ground is a disqualified person by virtue of any of the provisions in
Section 143(5) of the 1996 Act; and
(h) such information as the Commission may reasonably require from time to
time in relation to each person providing digital programme services
broadcast in the Licensed Service as to the number of points
attributable to each such person in respect of such digital programme
services calculated in accordance with paragraph 7 of Part III of
Schedule II of the 1990 Act.
(7) The Licensee shall supply to the Commission in relation to such periods, in
such form and at such times as the Commission shall require, information as
to the percentage of digital capacity available on the Frequencies for the
broadcasting of digital programme services, qualifying services, programme-
related services or relevant technical services.
(8) The Licensee shall inform the Commission when judgment is awarded against
him in any court proceedings brought against him in respect of the
inclusion of the Licensed Services of any defamatory, seditious,
blasphemous, or obscene matter, or any matter which constitutes an
injurious falsehood or slander of title, or any tort or an infringement of
any copyright, moral right, right in a performance, design right,
registered design, service mark, trademark, letters patent, or other
similar monopoly right or a contravention of the provisions of the Official
Secrets Acts, or of any statutory enactment of regulation for the time
being in force, or a criminal offense, or contempt of Court, or breach of
Parliamentary privilege.
(9) The Licensee shall supply the Commission with details of the procedures
(and of any revision of such procedures) adopted by him and required to be
observed by those involved in providing the Licensed Service for the
purposes of Condition 13(2).
(10) The Licensee, if so requested by the Commission, shall at such intervals
and at such times as the Commission shall require attend meetings with the
Commission for the purpose of enabling the Commission to conduct periodic
reviews of the performance by the Licensee of his obligations under the
License.
9. RENEWAL OF THE LICENSE
(1) The Licensee may apply to the Commission for renewal of the License not
earlier than four years before the end of the Initial License Period and
not later than the Relevant Date.
(2) If the Licensee makes an application before the Relevant Date, the
Commission may postpone consideration of it for as long as the Commission
thinks appropriate, having regard to Section 16(10) of the 1996 Act.
(3) If the Licensee makes an application the Commission may (with the consent
of the Secretary of State):
(a) require the Licensee to furnish:
(i) a technical plan which supplements the Technical Plan; and
12
(ii) proposals which supplement any proposals submitted by the
Licensee under Section 7(4)(f) of the 1996 Act; and
(b) notify the applicant of the requirements which must be met by the
supplementary technical plan referred to in Condition 9(3)(a)(i) or
the supplementary proposals referred to in Condition 9(3)(a)(ii) and
which relate to he matters referred to in Section 7(4)(b)(i) and (ii)
and (f) of the 1996 Act.
(4) The Commission shall only refuse an application for renewal of the License
by the Licensee made in accordance with the 1996 Act and this Condition if:
(a) it appears to the Commission that the Licensee has failed to comply
with any of the Conditions in this License; or
(b) any supplementary technical plan submitted by the Licensee under
Condition 9(3)(a)(i) fails to meet the requirements notified to the
Licensee under Condition 9(3)(b); or
(c) any of the supplementary proposals submitted by the Licensee under
Condition 9(3)(a)(ii) fails to meet the requirements notified to the
Licensee under condition 9(3)(b); or
(d) the Commission is not satisfied that the Licensee would, if the
License were renewed, provide a service which complied with the
Conditions to be included in the License, as renewed.
(5) On the grant of any such application:
(a) the Commission shall include in the License, as renewed, such further
conditions as appear to the Commission to be appropriate for securing
the implementation of any supplementary technical plan and any
supplementary proposals submitted under Condition 9(3); and
(b) subject to Section 16(9) of the 1996 Act, the Commission may, with the
consent of the Secretary of State, and shall, if so required by him
specify a percentage of multiplex revenue as the percentage of
multiplex revenue for each accounting period of the Licensee that will
be payable by him during the period for which the License is to be
renewed where no relevant percentage of multiplex revenue was
specified under Section (1)(f) of the 1996 Act;
and the Commission may specify under Condition 9(5)(b) either of the things
mentioned in Section 7(2)(b) of the 1996 Act.
(6) Where the Commission has granted an application of the Licensee for renewal
of the License it shall formally renew his License from the date on which
it would otherwise expire and it shall not so renew his License unless it
has notified him of the percentage of multiplex revenue specified by it
under Condition 9(5)(b) and he has, within such period as the Commission
shall specify in the notification, notified it in writing that he consents
to the License being renewed on those terms.
13
MISSING
14
MISSING
15
11. RESTRICTIONS ON THE HOLDERS OF MULTIPLEX LICENCES
(1) The Licensee shall comply in all respects with the restrictions or
requirements imposed on or in relation to him as the holder of a multiplex
licence by or under Schedule 2 to the 1990 Act to the extent that they apply
to him.
(2) The Licensee shall comply with any direction of the Commission requiring him
to take or arrange for the taking of, any steps specified by the Commission
for the purposes of complying with the requirements imposed by or under
Parts III to V or Schedule 2 to the 1990 Act.
12. TRANSFERABILITY OF THE LICENCE
The Licence is not transferable except with the prior consent in writing of
the Commission which consent shall not be given unless the Commission is
satisfied that the person or persons
16
to whom it is proposed to transfer the Licence would be in a position to
comply with all of the Conditions hereto throughout the remainder of the
Licence Period.
13 COMPLIANCE
(1) The Licensee shall comply with any direction given to him by the Commission
in respect of any matter, which direction is in the opinion of the
Commission appropriate, having regard to any duties which are or may be
imposed on it or on the Licensee by or under the 1990 Act or the 1996 Act.
(2) Licensee shall adopt procedures and procure that such procedures are
observed by those involved in providing the Licensed Service for the
purposes of ensuring that the provisions of this Licence, the 1990 Act, the
1996 Act, and any codes or guidelines herein or therein referred to (the
"CODES" and "GUIDELINES" respectively) are complied with in connection with
the provision of the Licensed Service. The Licensee shall, without
prejudice to the generality of the foregoing, ensure:
(a) that there are sufficient persons amongst those involved in providing
the Licensed Service who are adequately versed in the requirements of
this Licence, the 1990 Act, the 1996 Act, and the Codes and Guidelines
and that such persons are able to ensure compliance with such
requirements on a day to day basis;
(b) that adequate arrangements exist for the immediate implementation of
such general and specific directions as may from time to time be given
to the Licensee by the Commission; and
(c) that in each department of the Licensee where any of the procedures
referred to in this Condition are to be implemented the member of
staff responsible is of sufficient seniority to ensure immediate
action and that issues relating to compliance may be brought where
necessary directly before senior management for consideration.
14. PROHIBITION ON CONVEYANCE OF UNLICENSED SERVICES
(1) The Licensee shall ensure that:
(a) all digital programme services broadcast under this Licence are
provided by the holder of a licence under Section 18 of the 1996 Act;
and
(b) all digital additional services broadcast under this Licence are
provided by the holder of a licence under Section 25 of the 1996 Act.
(2) This Condition shall not apply to the provision of a digital programme
service or a digital additional service by a person established and
licensed (if required) to provide such a service in another EEA member
state.
15. GOVERNMENT DIRECTIONS
(1) The Licensee shall, if so directed by the Commission from time to time:
(a) publish in the Licensed Service, at such times as may be specified to
the Commission by the Secretary of State or any other Minister of the
Crown, such announcement as
may be specified by a notice given pursuant to Section 10(1) of the
1990 Act (as applied by the 1996 Act), with or without visual images
of any picture, scene or object mentioned in the announcement; or
(b) refrain from including in the programmes included in the Licensed
Service any matter or classes of matter specified to the Commission by
the Secretary of State pursuant to Section 10(3) of the 1990 Act (as
applied by the 1996 Act).
(2) The Licencees may when publishing an announcement in the Licensed Service
in accordance with Condition 15(1)(a) indicate that the announcement is
made in pursuance of a direction by the Commission.
17
(3) The Licensee shall comply with all directions given to him by the
Commission pursuant to a direction of the Secretary of State for the
purpose of enabling Her Majesty's Government in the United Kingdom or give
effect to any international obligations of the United Kingdom.
(4) Where the Commission:
(a) has given the Licensee a direction to the effect referred to in
Condition 15(1)(b); or
(b) in consequence of the revocation by the Secretary of State of the
notice giving rise to the issuing of such direction, has revoked such
a direction.
or where such a notice has expired, the Licensee may publish in the
Licensed Service an announcement of the giving or revocation of the
direction or of the expiration of the notice, as the case may be.
16. COMPLAINTS RECEIVED FROM THE PUBLIC
(1) (a) The Licensee shall adopt procedures acceptable to the Commission for
handling complaints received from the public in respect of the
Licensed Service and shall ensure that such procedures are duly
observed.
(b) Such procedures shall, inter alia, include a requirement that members
of the public who complain to the Licensee about the Licensed Service
are informed that they have the right to refer the matter complained
of to the Commission.
(2) The Licensee shall for a period of two years keep a written record of any
complaints received from the public in respect of the Licensed Service and
of any response given in relation to any such complaint by the Licensee and
shall make such records available to the Commission in writing at such
times as the Commission may require.
17. POWER OF THE COMMISSION TO VARY LICENCE CONDITIONS
(1) The Commission may by a notice served on the licensee:
(a) vary the Licence Period provided that the Licensee consents to such
variation (and without prejudice to the Commission's powers and duties
under Section 17 of the 1996 Act);
18
(b) vary any Conditions set out in Parts I, II, III and IV of the Annex
provided that the Licensee consents to such variation; and
(c) vary the Licence in any respect not mentioned in paragraphs (a) and
(b) above provided that the Licensee has been given a reasonable
opportunity to make representations to the Commission concerning the
proposed variation;
Provided always that paragraph (a) and (c) above shall not authorise the
variation of Condition 4 to the extent that Condition requires the payment
by the Licensee to the Commission of in respect of each accounting period
of the Licensee falling within the Licence Period, an amount representing
the Relevant Percentage of multiplex revenue.
(2) If the Licensee applies to the Commission for the variation of Conditions
in the Annex which relate to the characteristics of the digital programme
services to be broadcast in the Licensed Service, the Commission shall
permit the variation requested unless it appears to the Commission that if
the application is granted, the capacity of the digital programme services
broadcast in the Licensed Service to appeal to a variety of tastes and
interests would be unacceptably diminished provided that in deciding
whether or not to permit such variation, the Commission may have regard to
the digital programme services broadcast in all the multiplex services for
the time being provided by the Licensee or any connected person in relation
to the Licensee.
18. PUBLICATION OF TARIFFS
In pursuance of Regulation 12 of the Advanced Television Services
Regulations 1996 (SI 1996/3151), in relation to the delivery of digital
television services, the Licensee shall publish a list of tariffs for the
viewer which takes into account whether associated equipment is supplied or
not provided that it shall be a sufficient compliance by the Licensee if he
ensures that each person who provides a television programme service within
Regulation 12 for broadcasting in the Licensed service complies with this
requirement in full.
19. EQUAL OPPORTUNITIES
(1) The Licensee shall:
(a) make arrangements for promoting, in relation to employment by the
Licensee, equality or opportunity between men and women and between
persons of different racial groups;
(b) make arrangements for promoting, in relation to employment by the
Licensee, the fair treatment of disabled persons; and
(c) review those arrangements from time to time.
(2) In particular (but without limitation to the generality of paragraph 1 of
this Condition) the Licensee:
(a) shall ensure that no job applicant or employee receives less
favourable treatment on the grounds of sex, race, colour, creed,
nationality, or ethnic or national origins or disability, or on such
grounds is disadvantaged by conditions or requirements which cannot be
shown to be justifiable;
19
(b) shall review his selection criteria and procedures at regular
intervals and will monitor the composition of his workforce and of job
applicants and will take action to correct any inequalities or unfair
treatment which come to his notice; and
(c) if so requested by the Commission shall at such intervals as the
Commission may require provide a statement to the Commission of the
action he has taken to give effect to such equal opportunities and
fair treatment policy, and the Commission may, at its discretion, make
such statement in whole or in part public.
20. NOTICES
(1) Any notice or notification to be served or given under or in relation to
this Licence shall be in writing and may be delivered to the party to be
served or sent by first class post at his proper address (as defined in
Section 199(4) of the 1990 Act) or left at that address.
(2) Any such notice or notification shall be deemed to have been served:
(i) if so delivered or left, at the time of delivery or leaving; or
(ii) if so posted, at 10:00 a.m. on the second business day after it was
put into the post.
(3) In proving such service it shall be sufficient to prove that delivery was
made or that the envelope containing such notice or notification was
properly addressed and posted as a prepaid first class letter or was left
at the proper address, as the case may be.
20
PART 3
21. EXCEPTION AND LIMITATION ON THE LICENSEE'S OBLIGATIONS
The Licensee shall not be in any way responsible for any failure to provide
the Licensed Service directly or indirectly caused by or arising from any
circumstances beyond the control of the Licensee including (without
limitation) accident or breakdown of any equipment or apparatus (caused
otherwise than by the wrongful act, neglect or default of the Licensee, its
servants or agents), force majeure, war, damage by the Queen's enemies,
riot, rebellion, civil commotion, interference by strike, lockout, sit-in,
picket or other industrial dispute or action.
21
PART 4
22. SANCTIONS FOR BREACHES OF CONDITION
(1) (a) If the Commission is satisfied that the Licensee has failed to comply
with any Condition of the Licence or with any direction given by the
Commission under the Licence and it has given him a reasonable
opportunity of making representations to it about the matters
complained of, it may serve on the Licence a notice requiring him to
pay to the Commission, within a specified period, a specified
financial penalty.
(b) The amount of any financial penalty imposed pursuant to Condition
22(1)(a) shall not exceed whichever is the greater of (Pounds)50,000
(or such other sum as the Secretary of State may by order specify
under Section 36 of the 1996 Act) or the amount determined under
Condition 22(1)(c).
(c) The amount referred to in Condition 22(1)(b) is:
(i) three per cent of the share of multiplex revenue attributable to
the Licensee for his last complete accounting period (as
determined in accordance with Section 15 of the 1996 Act) in a
case where a penalty under Section 17 of the 1996 Act has not
previously been imposed on the Licensee during any period for
which the Licence has been in force (the "relevant period"); and
(ii) in any other case five per cent or the share of multiplex revenue
attributable to the Licensee for his last complete accounting
period (as determined in accordance with Section 15 of the 1996
Act).
(d) Where any such penalty is imposed when the Licensee's first complete
accounting period falling within the relevant period has not yet
ended, the amount referred to in Condition 22(1)(c) shall not exceed
three, or (as the case may be) five, per cent or the amount which the
Commission estimates to be the share of multiplex revenue attributable
to the License for that accounting period (as determined in accordance
with Section 15 of the 1996 Act).
(2) (a) If the Commission is satisfied that the Licensee has failed to comply
with any Condition of this Licence or with any direction given to him
hereunder and it has given him a reasonable opportunity of making
representations to it about the matters complained of, it may serve on
the Licensee a notice reducing the Licence Period by a specified
period not exceeding two years.
(b) Where the Licence is due to expire on a particular date by virtue of a
notice served on the Licensee under Condition 22(2)(a), the Commission
may, on the application of the Licensee by a further notice served on
him at any time before that date, revoke that notice if it is
satisfied that such revocation is justified by virtue of the conduct
of the Licensee in relation to the operations of the Licensed Service
since the date of the earlier notice.
22
23. REVOCATION
(1) (a) If the Commission is satisfied that the Licensee is failing to comply
with any Condition of the Licence or with any direction given by the
Commission such that, if that failure were not remedied, it would
justify the revocation of the Licence, the Commission shall serve on
the Licensee a notice.
(i) stating that the Commission is so satisfied.
(ii) specifying the respects in which, in the opinion of the
Commission, the Licensee is failing to comply with any such
Condition or direction; and
(iii) stating that, unless the Licensee takes, within such period as
is specified in the notice, such steps to remedy the failure as
are so specified, the Commission will revoke the Licence.
(b) If at the end of the period specified in any notice under Condition
23(1)(a) the Commission is satisfied that the Licensee has failed to
take the steps specified in the notice and that it is necessary in the
public interest to revoke the Licence, the Commission shall serve on
the License a notice revoking the Licence.
(2) The Commission shall revoke the Licence by notice in writing served on the
Licensee and taking effect as from the time of service in
(a) the Licensee indicates to the Commission before the Commencement Date
that he does not intend to provide the Licensed Service; or
(b) the Commission for any other reason has reasonable grounds for
believing that the Licensee will not provide the Licensed Service
after the Commencement Date and it has served on the Licensee a notice
stating its grounds for believing that he will not provide that
service after that date.
(3) The Commission may revoke the Licence by notice served on the Licensee and
taking effect either forthwith or on a date specified in the notice, in any
of the following circumstances:
(a) if the Licensee ceases to provide the Licensed Service before the end
of the Licence Period and the Commission are satisfied that it is
appropriate to revoke the Licence;
(b) if the Licensee agrees in writing with the Commission that the Licence
should be revoked;
(c) if the Licensee becomes a disqualified person in relation to the
Licence by virtue of Part II of Schedule 2 to the 1990 Act or
otherwise fails to comply with any requirement imposed on or in
relation to the holders of multiplex licences by or under that
Schedule:
23
(d) if the Commission is satisfied that the Licensee:
(i) in purporting to comply with any of the Conditions of the Licence
has provided information which is false in a material particular
or has withheld any material information with the intention of
causing the Commission to be misled; or
(ii) in connection with his application for the Licence, provided the
Commission with information which was false in a material
particular or withheld any material information with the
intention of causing the Commission to be misled;
(e) if, where the Licensee is a body, a change affecting the nature or
characteristics of the Licensee or any change in the persons having
control over or interests in the Licensee, or any other change giving
rise to a failure to comply with any requirement imposed by or under
Section 2 to the 1990 Act takes place (whether before or after the
Commencement Date), which change is such that, if it fell to the
Commission to determine whether to award the Licence to the Licensee
in the new circumstances of the case, it would be induced by the
change to refrain form awarding the Licence to the Licensee;
(f) without prejudice to the generality of Condition 23(3)(e), if, without
the prior written consent of the Commission:
(i) BSkyB, BSkyB Limited or BSB Holdings or any person connected with
BSkyB, BSkyB Limited or BSB Holdings shall directly or indirectly
have any interest in the shares or possess any voting power or
have any other financial interest in the Licensee or any person
controlling the Licensee; or
(ii) any person having directly or indirectly a material financial
interest in BSkyB, BSkyB Limited or BSB Holdings shall control
the Licensee;
(g) if the Commission ceases to be satisfied that the Licensee is a fit
and proper person to hold the Licence;
(h) if the Licensee fails to comply with any requirement to hold a Licence
under Section 1 of the Wireless Telegraph Act 1949 (as amended) and/or
Section 7 of the Telecommunications Act 1984;
(i) if the Secretary of State shall, pursuant to Section 6(3) of the 1996
Act revoke the assignment of the Frequencies.
(4) For the purpose of Condition 23(3)(f):
(a) a "MATERIAL FINANCIAL INTEREST" in a body corporate means an
interest of five per cent or more of the shares or possession of
five per cent, or more of the voting power in the body corporate;
and
(b) a "FINANCIAL INTEREST" shall not include any payment for services
provided under and agreement for the supply or (digital or
analogue) programme services or additional services.
24
(5) The Commission shall before serving a notice revoking the Licence or a
notice under Condition 23(2)(b) notify the Licensee of the matters
complained of and give the Licensee a reasonable opportunity to make
representations to it about the matters complained of.
(6) (a) Where the Licence is revoked pursuant to any provision of Part I of
the 1996 Act, or is treated as being revoked under Section 145 of the
1996 Act, the Licensee shall with such period as the Commission shall
notify to him, pay to the Commission a specified financial penalty not
exceeding whichever is the greater of (Pounds)50,000 (or such other
sum as the Secretary of State may by order specify under Section 36 of
the 1996 Act) or the Prescribed Amount:
(b) The Licensee's liability to pay such penalty shall not be affected by
the Licence ceasing (for any reason) to be in force.
(7) If the Licensee is convicted of an offence under Section 144 of the 1996
Act and the court by which the Licensee is convicted makes an order
disqualifying him from holding a licence during a period specified in the
order, or if the Licensee is disqualified from holding a licence, pursuant
to Section 145(3) of the 1996 Act, in consequence of an order disqualifying
an individual from holding a licence, this Licence shall be treated as
being revoked with effect from the time when the order takes effect.
25
ANNEX
THE LICENSED SERVICE
DEFINITIONS AND INTERPRETATION
In these Conditions, unless the context otherwise requires it:
(a) "CORE PROPOSALS" means the supplementary proposals submitted by the
--------------
Licensee in his application for the Licence in response to Questions A.1 to
A.7 inclusive in Part I of Section A and Financial Questions B.1 to B.17
inclusive in Section B of the Attachment to Part III of the Invitation to
Apply, together with any additional information furnished to the Commission
by the Licensee pursuant to Section 7(6) of the 1996 Act in relation to the
proposed service details of which are set out in Part VI of this Annex;
Terms used in such Core Proposals shall be interpreted in accordance with
the guidance provided by the Commission in the Invitation to Apply;
"INVITATION TO APPLY" means the Invitation to Apply for multiplex service
licences issued by the Commission on 31st October, 1996;
references to a "LETTER", followed by a date, means the letter of that
date, details of which are set out in Part VI of this Annex;
references to a "FINANCIAL QUESTION", followed by a number, means the
question of that number in Section B of the Attachment to Part III of the
Invitation to Apply;
references to a "QUESTION", followed by a number, means the question of
that number in Part 1 of Section A of the Attachment to Part III of the
Invitation to Apply.
(b) In the event of any inconsistency between the Core Proposals and the
Conditions set out in this Annex, the latter shall prevail.
26
MISSING
27
MISSING
28
PART II
CONDITIONS RELATING TO DIGITAL ADDITIONAL SERVICES
The Licensee shall implement the Core Proposals in response to Question A.7.
29
PART III
CONDITIONS RELATING TO PROMOTING OR ASSISTING THE ACQUISITION OF EQUIPMENT
1. The Licensee shall implement the Core Proposals in response to Question 1.3
and Financial Question B.2(ii) (first three bullet points) and Financial
Question B.3. These Core Proposals include, without limitation, Section B2
(paragraphs 155 to 158 (inclusive) and 171) and Section B3 of the
Licensee's Core Proposals.
2. Without prejudice to the generality of paragraph 1, the License shall make
the expenditures set out in the Appendix to this Annex (which is and shall
be confidential) (the "CONFIDENTIAL APPENDIX") (as varied by the Commission
in writing from time to time) in accordance with the Core Proposals. For
the purposes of this Licence, the Confidential Appendix shall be treated as
though it were set out in and formed part of this Part of the Annex.
30
PART IV
CONDITIONS RELATING TO THE TECHNICAL PLAN
The Licensee shall implement the Core Proposals in response to Question A.2 and
the Letter of 22nd April, 1997 in accordance with the timetable set out below:
PHASE I BROADCASTING STATIONS FROM WHICH THE LICENSED SERVICE MUST BE
BROADCAST FROM THE COMMENCEMENT DATE
[*]
[*] indicates where text has been omitted pursuant to a request for
confidential treatment. The omitted text has been filed with the Securities
and Exchange Commission separately.
31
PHASE 2 BROADCASTING STATIONS FROM WHICH THE LICENSED SERVICE MUST HAVE
COMMENCED BROADCASTING BY THE DATE EIGHT MONTHS AFTER THE COMMENCEMENT
DATE
[*]
PHASE 3 BROADCASTING STATIONS FROM WHICH THE LICENSED SERVICE MUST HAVE
COMMENCED BROADCASTING BY THE DATE SIXTEEN MONTHS AFTER THE
COMMENCEMENT DATE
[*]
[*] indicates where text has been omitted pursuant to a request for
confidential treatment. The omitted text has been filed with the Securities
and Exchange Commission separately.
32
[*]
This timetable is subject to the necessary national and international clearances
for broadcasting from the stations in question being obtained in due time. If
the Licensee provides evidence satisfactory to the Commission that delays in
obtaining the necessary clearances make it impracticable for the Licensee to
comply with the above timetable in respect of any station, the Licensee shall
commence broadcasting from that station as soon as reasonably practicable after
the clearances have been obtained.
[*] indicates where text has been omitted pursuant to a request for
confidential treatment. The omitted text has been filed with the Securities
and Exchange Commission separately.
33
PART V
DETAILS OF BROADCASTING STATIONS
MULTIPLEX [B,C,D]
PART V
DETAILS OF BROADCASTING STATIONS - MULTIPLEX B
- --------------------------------------------------------------------------------
Station Name Grid Reference UHF Channel Aerial Height
- --------------------------------------------------------------------------------
Aberdare SO034013 26 333
- --------------------------------------------------------------------------------
Angus NO394407 62 549
- --------------------------------------------------------------------------------
Beacon Hill SX857619 54 249
- --------------------------------------------------------------------------------
Belmont TF218836 66 347
- --------------------------------------------------------------------------------
Bilsdale SE553962 24 690
- --------------------------------------------------------------------------------
Black Hill NS828647 51 539
- --------------------------------------------------------------------------------
Blaenplwyf SN569757 32 325
- --------------------------------------------------------------------------------
Bluebell Hill TQ757613 45 236
- --------------------------------------------------------------------------------
Bressay HU503387 31 299
- --------------------------------------------------------------------------------
Brierley Hill SO916856 59 180
- --------------------------------------------------------------------------------
Bristol King's Weston ST547775 32 144
- --------------------------------------------------------------------------------
Bromsgrove SO948730 23 199
- --------------------------------------------------------------------------------
Brougher Mountain IH350527 26 370
- --------------------------------------------------------------------------------
Caldbeck NY299425 39 578
- --------------------------------------------------------------------------------
Caradon Hill SX273707 21 592
- --------------------------------------------------------------------------------
Carmel SN576153 62 412
- --------------------------------------------------------------------------------
Chatton NU105264 46 348
- --------------------------------------------------------------------------------
Chesterfield SK382764 46 231
- --------------------------------------------------------------------------------
Craigkelly NT233872 26 315
- --------------------------------------------------------------------------------
Crystal Palace TQ339712 28 321
- --------------------------------------------------------------------------------
Darvel NS557341 28 395
- --------------------------------------------------------------------------------
Divis IJ287750 26 505
- --------------------------------------------------------------------------------
Dover TR274397 58 328
- --------------------------------------------------------------------------------
Durris NO763899 51 608
- --------------------------------------------------------------------------------
Eitshal NB305303 25 366
- --------------------------------------------------------------------------------
Emley Moor SE222128 46 565
- --------------------------------------------------------------------------------
Fenham NZ216648 28 170
- --------------------------------------------------------------------------------
Fenton SJ903451 25 241
- --------------------------------------------------------------------------------
Fremont Point XD908280 32 247
- --------------------------------------------------------------------------------
Guildford SU975486 51 172.5
- --------------------------------------------------------------------------------
Hannington SU527568 46 352
- --------------------------------------------------------------------------------
Hastings TQ806100 24 126
- --------------------------------------------------------------------------------
Heathfield TQ566220 47 258.5
- --------------------------------------------------------------------------------
Hemel Hempstead TL088045 66 212
- --------------------------------------------------------------------------------
Huntshaw Cross SS527220 64 349
- --------------------------------------------------------------------------------
Idle SE163374 56 265
- --------------------------------------------------------------------------------
34
- ------------------------------------------------------------------------
Station Name Grid Reference UHF Channel Aerial Height
- ------------------------------------------------------------------------
Ilchester Crescent ST577700 44 99
- ------------------------------------------------------------------------
Keelylang Hill HY378102 44 270
- ------------------------------------------------------------------------
Keighley SE069444 34 354
- ------------------------------------------------------------------------
Kilvey Hill SS672940 32 232
- ------------------------------------------------------------------------
Knock More NJ321497 57 418
- ------------------------------------------------------------------------
Lancaster SD490662 32 184
- ------------------------------------------------------------------------
Lark Stoke SP187426 27 277
- ------------------------------------------------------------------------
Limavady IC711296 57 393
- ------------------------------------------------------------------------
Llanddona SH583810 61 258
- ------------------------------------------------------------------------
Malvern SO774464 55 207
- ------------------------------------------------------------------------
Mendip ST564488 65 572
- ------------------------------------------------------------------------
Midhurst SU912250 59 294
- ------------------------------------------------------------------------
Moel-y-Parc SJ123701 64 552
- ------------------------------------------------------------------------
Nottingham SK503435 63 178
- ------------------------------------------------------------------------
Oliver's Mount TA040869 58 188
- ------------------------------------------------------------------------
Oxford SP567105 52 277
- ------------------------------------------------------------------------
Pendle Forest SD825384 31 326
- ------------------------------------------------------------------------
Plympton SX531555 60 164
- ------------------------------------------------------------------------
Pontop Pike NZ148526 62 450
- ------------------------------------------------------------------------
Pontypool ST284990 45 295
- ------------------------------------------------------------------------
Presely SN172306 42 529
- ------------------------------------------------------------------------
Redruth SW690395 49 370
- ------------------------------------------------------------------------
Reigate TQ257521 27 291
- ------------------------------------------------------------------------
Ridge Hill SO630333 39 333
- ------------------------------------------------------------------------
Rosemarkie NH762623 44 323
- ------------------------------------------------------------------------
Rosneath NS258811 60 218
- ------------------------------------------------------------------------
Rowridge SZ447865 32 257
- ------------------------------------------------------------------------
Rumster Forest ND197385 32 455
- ------------------------------------------------------------------------
Saddleworth SD987050 51 398
- ------------------------------------------------------------------------
Salisbury SU136285 62 156
- ------------------------------------------------------------------------
Sandy Heath TL204494 67 197
- ------------------------------------------------------------------------
Selkirk NT500294 63 518
- ------------------------------------------------------------------------
Sheffield SK324870 60 278
- ------------------------------------------------------------------------
Stockland Hill ST222014 32 419
- ------------------------------------------------------------------------
Storeton SJ314841 26 110
- ------------------------------------------------------------------------
Sudbury TL913377 39 160
- ------------------------------------------------------------------------
Sutton Coldfield SK113003 51 395
- ------------------------------------------------------------------------
Tacolneston TM131958 57 215
- ------------------------------------------------------------------------
The Wrekin SJ628082 27 436
- ------------------------------------------------------------------------
The Wrekin B SJ628082 45 436
- ------------------------------------------------------------------------
Torosay NM703358 33 478
- ------------------------------------------------------------------------
Tunbridge Wells TQ607440 45 172
- ------------------------------------------------------------------------
Waltham SK809233 33 418
- ------------------------------------------------------------------------
Wenvoe ST110742 67 311
- ------------------------------------------------------------------------
Whitehawk Hill TQ330045 48 172
- ------------------------------------------------------------------------
Winter Hill SD660144 50 682
- ------------------------------------------------------------------------
35
All necessary national and international clearances for broadcasting from these
stations have not been obtained at the Date of Grant. The details given above
may be subject to change and the Licensee's use of each station in connection
with the Licensed Service is subject to such clearances being obtained for that
station.
Note: Aerial heights given in metres above Ordnance Datum.
PART V
DETAILS OF BROADCASTING STATIONS - MULTIPLEX C
- --------------------------------------------------------------------------------
Station Name Grid Reference UHF Channel Aerial Height
- --------------------------------------------------------------------------------
Aberdare SO034013 29 333
- --------------------------------------------------------------------------------
Angus NO394407 56 549
- --------------------------------------------------------------------------------
Beacon Hill SX857619 56 249
- --------------------------------------------------------------------------------
Belmont TF218836 60 314
- --------------------------------------------------------------------------------
Bilsdale SE553962 27 690
- --------------------------------------------------------------------------------
Black Hill NS828647 55 539
- --------------------------------------------------------------------------------
Blaenplwyf SN569757 29 325
- --------------------------------------------------------------------------------
Bluebell Hill TQ757613 42 236
- --------------------------------------------------------------------------------
Bressay HU503387 66 291
- --------------------------------------------------------------------------------
Brierley Hill SO916856 66 180
- --------------------------------------------------------------------------------
Bristol King's Weston ST547775 30 144
- --------------------------------------------------------------------------------
Bromsgrove SO948730 26 199
- --------------------------------------------------------------------------------
Brougher Mountain IH350527 29 370
- --------------------------------------------------------------------------------
Caldbeck NY299425 45 578
- --------------------------------------------------------------------------------
Caradon Hill SX273707 24 592
- --------------------------------------------------------------------------------
Carmel SN576153 68 398
- --------------------------------------------------------------------------------
Chatton NU105264 47 348
- --------------------------------------------------------------------------------
Chesterfield SK382764 50 231
- --------------------------------------------------------------------------------
Craigkelly NT233872 42 315
- --------------------------------------------------------------------------------
Crystal Palace TQ339712 34 321
- --------------------------------------------------------------------------------
Darvel NS557341 30 395
- --------------------------------------------------------------------------------
Divis IJ287750 48 497
- --------------------------------------------------------------------------------
Dover TR274397 57 328
- --------------------------------------------------------------------------------
Durris NO763899 41 608
- --------------------------------------------------------------------------------
Eitshal NB305303 28 366
- --------------------------------------------------------------------------------
Emley Moor SE222128 50 565
- --------------------------------------------------------------------------------
Fenham NZ216648 32 170
- --------------------------------------------------------------------------------
Fenton SJ903451 28 241
- --------------------------------------------------------------------------------
Fremont Point XD908280 66 227
- --------------------------------------------------------------------------------
Guildford SU975486 47 172.5
- --------------------------------------------------------------------------------
Hannington SU527568 29 352
- --------------------------------------------------------------------------------
Hastings TQ806100 63 126
- --------------------------------------------------------------------------------
Heathfield TQ566220 54 281
- --------------------------------------------------------------------------------
Hemel Hempstead TL088045 50 212
- --------------------------------------------------------------------------------
Huntshaw Cross SS527220 53 338
- --------------------------------------------------------------------------------
Huntshaw Cross B SS527220 51 338
- --------------------------------------------------------------------------------
Idle SE163374 30 265
- --------------------------------------------------------------------------------
Ilchester Crescent ST577700 47 99
- --------------------------------------------------------------------------------
Keelylang Hill HY378102 47 270
- --------------------------------------------------------------------------------
Kilvey Hill SS672940 21 232
- --------------------------------------------------------------------------------
Knock More NJ321497 60 418
- --------------------------------------------------------------------------------
37
-------------------------------------------------------------------
Station Name Grid Reference UHF Channel Aerial Height
-------------------------------------------------------------------
Lancaster SD490662 32 184
-------------------------------------------------------------------
Lark Stoke SP187426 27 277
-------------------------------------------------------------------
Limavady IC711296 57 393
-------------------------------------------------------------------
Llanddona SH583810 61 258
-------------------------------------------------------------------
Malvern SO774464 55 207
-------------------------------------------------------------------
Mendip ST564488 65 572
-------------------------------------------------------------------
Midhurst SU912250 59 294
-------------------------------------------------------------------
Moel-y-Parc SJ123701 64 552
-------------------------------------------------------------------
Nottingham SK503435 63 178
-------------------------------------------------------------------
Oliver's Mount TA040869 58 188
-------------------------------------------------------------------
Oxford SP567105 52 277
-------------------------------------------------------------------
Pendle Forest SD825384 31 326
-------------------------------------------------------------------
Plympton SX531555 60 164
-------------------------------------------------------------------
Pontop Pike NZ148526 62 450
-------------------------------------------------------------------
Pontypool ST284990 45 295
-------------------------------------------------------------------
Presely SN172306 42 529
-------------------------------------------------------------------
Redruth SW690395 49 370
-------------------------------------------------------------------
Reigate TQ257521 27 291
-------------------------------------------------------------------
Ridge Hill SO630333 39 333
-------------------------------------------------------------------
Rosemarkie NH762623 44 323
-------------------------------------------------------------------
Rosneath NS258811 60 218
-------------------------------------------------------------------
Rowridge SZ447865 32 257
-------------------------------------------------------------------
Rumster Forest ND197385 32 455
-------------------------------------------------------------------
Saddleworth SD987050 51 398
-------------------------------------------------------------------
Salisbury SU136285 62 156
-------------------------------------------------------------------
Sandy Heath TL204494 67 197
-------------------------------------------------------------------
Selkirk NT500294 63 518
-------------------------------------------------------------------
Sheffield SK324870 60 278
-------------------------------------------------------------------
Stockland Hill ST222014 32 419
-------------------------------------------------------------------
Storeton SJ314841 26 110
-------------------------------------------------------------------
Sudbury TL913377 39 160
-------------------------------------------------------------------
Sutton Coldfield SK113003 51 395
-------------------------------------------------------------------
Tacolneston TM131958 57 215
-------------------------------------------------------------------
The Wrekin SJ628082 27 436
-------------------------------------------------------------------
The Wrekin B SJ628082 45 436
-------------------------------------------------------------------
Torosay NM703358 33 478
-------------------------------------------------------------------
Tunbridge Wells TQ607440 45 172
-------------------------------------------------------------------
Waltham SK809233 33 418
-------------------------------------------------------------------
Wenvoe ST110742 67 311
-------------------------------------------------------------------
Whitehawk Hill TQ330045 48 172
-------------------------------------------------------------------
Winter Hill SD660144 50 682
-------------------------------------------------------------------
All necessary national and international clearances for broadcasting from these
stations have not been obtained at the Date of Grant. The details given above
may be subject to change and the Licensee's use of each station in connection
with the Licensed Service is subject to such clearances being obtained for that
station.
Note: Aerial heights given in metres above Ordnance Datum.
38
PART V
DETAILS OF BROADCASTING STATIONS - MULTIPLEX D
-------------------------------------------------------------------
Station Name Grid Reference UHF Channel Aerial Height
-------------------------------------------------------------------
-------------------------------------------------------------------
Aberdare SO034013 33 333
-------------------------------------------------------------------
Angus NO394407 65 549
-------------------------------------------------------------------
Beacon Hill SX857619 64 249
-------------------------------------------------------------------
Belmont TF218836 57 314
-------------------------------------------------------------------
Bilsdale SE553962 42 687
-------------------------------------------------------------------
Black Hill NS828647 65 573
-------------------------------------------------------------------
Blaenplwyf SN569757 33 325
-------------------------------------------------------------------
Bluebell Hill TQ757613 39 236
-------------------------------------------------------------------
Bressay HU503387 68 291
-------------------------------------------------------------------
Brierley Hill SO916856 62 180
-------------------------------------------------------------------
Bristol King's Weston ST547775 34 144
-------------------------------------------------------------------
Bromsgrove SO948730 30 199
-------------------------------------------------------------------
Brougher Mountain IH350527 33 370
-------------------------------------------------------------------
Caldbeck NY299425 42 578
-------------------------------------------------------------------
Caradon Hill SX273707 27 592
-------------------------------------------------------------------
Carmel SN576153 64 398
-------------------------------------------------------------------
Chatton NU105264 51 348
-------------------------------------------------------------------
Chesterfield SK382764 52 231
-------------------------------------------------------------------
Craigkelly NT233872 39 315
-------------------------------------------------------------------
Crystal Palace TQ339712 29 321
-------------------------------------------------------------------
Darvel NS557341 34 395
-------------------------------------------------------------------
Divis IJ287750 34 497
-------------------------------------------------------------------
Dover TR274397 60 328
-------------------------------------------------------------------
Durris NO763899 44 608
-------------------------------------------------------------------
Eitshal NB305303 32 366
-------------------------------------------------------------------
Emley Moor SE222128 49 565
-------------------------------------------------------------------
Fenham NZ216648 57 159
-------------------------------------------------------------------
Fenton SJ903451 32 241
-------------------------------------------------------------------
Fremont Point XD908280 68 227
-------------------------------------------------------------------
Guildford SU975486 54 169
-------------------------------------------------------------------
Hannington SU527568 48 352
-------------------------------------------------------------------
Hastings TQ806100 60 126
-------------------------------------------------------------------
Heathfield TQ566220 51 258.5
-------------------------------------------------------------------
Hemel Hempstead TL088045 43 212
-------------------------------------------------------------------
Huntshaw Cross SS527220 57 338
-------------------------------------------------------------------
Huntshaw Cross B SS527220 47 338
-------------------------------------------------------------------
Idle SE163374 42 265
-------------------------------------------------------------------
Ilchester Crescent ST577700 51 99
-------------------------------------------------------------------
Keelylang Hill HY378102 51 270
-------------------------------------------------------------------
Kilvey Hill SS672940 31 232
-------------------------------------------------------------------
Knock More NJ321497 56 418
-------------------------------------------------------------------
Lancaster SD490662 30 184
-------------------------------------------------------------------
39
-------------------------------------------------------------------
Station Name Grid Reference UHF Channel Aerial Height
-------------------------------------------------------------------
Lark Stoke SP187426 60 277
-------------------------------------------------------------------
Limavady IC711296 63 393
-------------------------------------------------------------------
Llanddona SH583810 46 258
-------------------------------------------------------------------
Malvern SO774464 26 202
-------------------------------------------------------------------
Mendip ST564488 48 574.5
-------------------------------------------------------------------
Midhurst SU912250 60 294
-------------------------------------------------------------------
Moel-y-Parc SJ123701 34 549
-------------------------------------------------------------------
Nottingham SK503435 59 178
-------------------------------------------------------------------
Oliver's Mount TA040869 64 188
-------------------------------------------------------------------
Oxford SP567105 67 289
-------------------------------------------------------------------
Pendle Forest SD825384 34 326
-------------------------------------------------------------------
Plympton SX531555 56 164
-------------------------------------------------------------------
Pontop Pike NZ148526 53 450
-------------------------------------------------------------------
Pontypool ST284990 68 295
-------------------------------------------------------------------
Presely SN172306 49 529
-------------------------------------------------------------------
Redruth SW690395 50 387
-------------------------------------------------------------------
Ridge Hill SO630333 45 333
-------------------------------------------------------------------
Rosemarkie NH762623 50 323
-------------------------------------------------------------------
Rosneath NS258811 48 218
-------------------------------------------------------------------
Rowridge SZ447865 28 257
-------------------------------------------------------------------
Rumster Forest ND197385 59 411
-------------------------------------------------------------------
Saddleworth SD987050 54 398
-------------------------------------------------------------------
Salisbury SU136285 52 156
-------------------------------------------------------------------
Sandy Heath TL204494 46 267
-------------------------------------------------------------------
Selkirk NT500294 56 518
-------------------------------------------------------------------
Sheffield SK324870 42 278
-------------------------------------------------------------------
Stockland Hill ST222014 34 419
-------------------------------------------------------------------
Storeton SJ314841 33 110
-------------------------------------------------------------------
Sudbury TL913377 50 182
-------------------------------------------------------------------
Sutton Coldfield SK113003 55 395
-------------------------------------------------------------------
Tacolneston TM131958 46 184
-------------------------------------------------------------------
The Wrekin SJ628082 57 434
-------------------------------------------------------------------
Torosay NM703358 31 478
-------------------------------------------------------------------
Tunbridge Wells TQ607440 59 172
-------------------------------------------------------------------
Waltham SK809233 42 418
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Whitehawk Hill TQ330045 61 172
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Winter Hill SD660144 63 650
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Winter Hill 3 SD660144 40 555
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All necessary national and international clearances for broadcasting from these
stations have not been obtained at the Date of Grant. The details given above
may be subject to change and the Licensee's use of each station in connection
with the Licensed Service is subject to such clearances being obtained for that
station.
Note: Aerial heights given in metres above Ordnance Datum.
40
PART VI
ADDITIONAL INFORMATION
1. Letter of 20th March, 1997 and attached memorandum and schedules from the
Licensee to the Commission in reply to a letter of 12th March, 1997 from
the Commission to the Licensee.
2. Letter of 17th April, 1997 from the Licensee to the Commission in reply to
a letter of 10th April, 1997 from the Commission to the Licensee.
3. Letter of 22nd April, 1997 and attached note and diagram from the Licensee
to the Commission in reply to a letter of 15th April, 1997 from the
Commission to the Licensee.
4. Letter of 28th April, 1997 from the Licensee to the Commission in reply to
a letter of 21st April, 1997 from the Commission to the Licensee.