Joint Venture Agreement

EXHIBIT 10.52


(Certain portions of this Exhibit are subject to an Application for Confidential Treatment pursuant to Rule 24b-2)


CERTAIN PORTIONS OF THIS AGREEMENT ARE SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2


QVC NETWORK, INC.


and


QVC BRITAIN


and


BRITISH SKY BROADCASTING LIMITED


and


PRECIS (1192) LIMITED


and


QVC


- ----------------------------------------------------------------------------
JOINT VENTURE AGREEMENT - ----------------------------------------------------------------------------


Allen Allen & Hemsley
Bucklersbury House
3 Queen Victoria Street
LONDON EC4N 8EL
Ref: LON:412057:BMW


TABLE OF CONTENTS


1. DEFINITIONS AND INTERPRETATION..................................... 1


1.1 Definitions................................................... 1
1.2 Interpretation................................................ 8


2. THE VENTURE........................................................ 9


2.1 Formation..................................................... 9
2.2 The Closing................................................... 10
2.3 Principal Office.............................................. 11
2.4 Purpose....................................................... 11
2.5 Term.......................................................... 11
2.6 Early Termination............................................. 11


3. MANAGEMENT AND OPERATIONS OF THE VENTURE............................ 11


3.1 Board of Directors............................................ 11
3.2 Designation................................................... 12
3.3 Decision-Making............................................... 12
3.4 Meetings of the Board of Directors............................ 12
3.5 Actions Requiring Board Approval.............................. 13
3.6 Annual Budget Approval........................................ 16
3.7 Officer and Senior Executives................................. 17
3.8 Other Employees and Services.................................. 17
3.9 Insurance..................................................... 17
3.10 Venture Funds................................................. 17
3.11 Shareholder and Parent Covenants.............................. l8


4. TRANSACTIONS BETWEEN THE VENTURERS AND THE VENTURE.................. 18


4.1 Renewal of Contracts Between a Venturer and the Venture...... 18
4.2 Termination of Contracts Between a Venturer and the Venture.. 18
4.3 Consideration of Transactions with the Venture............... 18
4.4 Payment of Fees and Expenses................................. 18
4.5 Venture Obligations.......................................... 19
4.6 Venture Payments............................................. 19


5. BORROWINGS BY, AND FUNDING OF, THE VENTURE.......................... 19


5.1 Funding to the Break Even Date............................... 19
5.2 Repayment of Funding Loans; Dividend Policies................ 21
5.3 Funding After the Break Even Date............................ 21
5.4 Funding Loan by Affiliate.................................... 22


6. ACCOUNTING AND TAXATION............................................. 22


6.1 Financial Year............................................... 22
6.2 Maintenance of Books and Records............................. 22
6.3 Access to Books of Account................................... 22
6.4 Financial Statements......................................... 23
6.5 Taxation..................................................... 24
(ii) 7. RESTRICTIONS ON DISPOSITION OF VENTURE INTERESTS.................... 25


7.1 Prohibition on Direct Disposition of Venture Interests........ 25
7.2 Subsidiary Status............................................. 26
7.3 Effect of Prohibited Dispositions............................. 26


8. EVENTS OF DEFAULT: CONSEQUENCES AND REMEDIES; SPECIAL
TERMINATION EVENTS.................................................. 27


8.1 Events of Default............................................. 27
8.2 Termination of Venture........................................ 27
8.3 Additional Remedies........................................... 28


9. BUSINESS OF THE VENTURE............................................. 28


9.1 Restrictive Provisions........................................ 28
9.2 Other Activities; Right to compete............................ 30
9.3 Acknowledgments............................................... 30
9.4 Additional QVC Covenants...................................... 31
9.5 Additional BSkyB Covenants.................................... 31
9.6 Covenants of the Venturers.................................... 31
9.7 Transponder................................................... 31
9.8 Sub-Lease of Premises......................................... 32
9.9 Hiring Restrictions........................................... 34
9.10 Rights and Remedies Upon Breach............................... 35
9.11 Reasonableness; Severability.................................. 35
9.12 Confidential Information...................................... 35


10. TERMINATION OF THE VENTURE.......................................... 36


10.1 Termination.................................................. 36
10.2 Consequences of a Termination................................ 36
10.3 * ................................................. 37


11. REPRESENTATIONS AND WARRANTIES...................................... 37


11.1 Representations and Warranties............................... 37
11.2 Additional Representations................................... 38
11.3 Survival..................................................... 38


12. MISCELLANEOUS....................................................... 39


12.1 Entire Agreement; Construction............................... 39
12.2 Governing Law................................................ 39
12.3 Third Party Beneficiaries.................................... 39
12.4 Expenses..................................................... 39
12.5 Waivers and Amendments....................................... 39
12.6 Notices...................................................... 40
12.7 Counterparts................................................. 40
12.8 Severability................................................. 41
12.9 Successors and Assigns....................................... 41
12.10 No Right of Set-Off.......................................... 41
12.11 Headings; Clause References.................................. 41
12.12 No Partnership............................................... 41
12.13 Restrictive Trade Practices Act.............................. 41


__________ * Subject to Application for Confidential Treatment pursuant to Rule 24b-2.
(iii)
12.14 Conflicts with Ancillary Agreements.......................... 41
12.15 Conflicts with Memorandum of Association and Articles of
Association.................................................. 41


12.16 Termination.................................................. 42


THIS JOINT VENTURE AGREEMENT is made the 11th day of October 1993


AMONG:


1. QVC NETWORK, INC., a company duly organised under the
laws of Delaware with its registered office at Goshen
Corporate Park, West Chester, Pennsylvania ("QVC");


2. QVC BRITAIN, an unlimited company registered in and
incorporated under the laws of England, number 2825241 c/o
Willkie Farr & Gallagher, Dauntsey House, 4B Frederick's
Place, London, EC2R 8AB ("QVC Sub");


3. BRITISH SKY BROADCASTING LIMITED, a limited company
registered in and duly organised and incorporated in
England, number 2247735 of 6 Centaurs Business Park, Grant
Way, Isleworth, Middlesex, TW7 5QD, United Kingdom
("BSkyB");


4. PRECIS (1192) LIMITED, a limited company registered in
and duly organised and incorporated in England, number
280711 of 6 Centaurs Business Park, Grant Way, Isleworth,
Middlesex, TW7 5QD, United Kingdom ("BSkyB Sub"); and


(QVC Sub and BSkyB Sub may herein be individually
referred to as a "Venturer" and collectively referred to as
the "Venturers")


5. QVC, an unlimited company incorporated in and duly
organised under the laws of England, registered no. 2807164,
with its registered office at or to be at MarcoPolo House,
Queenstown Road, London SW8, United Kinqdom (the "Venture").


WHEREAS:


A. The parties desire to participate in the Venture for
the purpose of engaging in the business of owning and
operating a Home Shopping Channel as a
direct-to-the-consumer retail television network (the
"Service") serving cable and satellite dish homes within the
United Kingdom, the Republic of Ireland, the Isle of Man and
the Channel Isles (collectively, the ("Territory") and to be
encrypted using VideoCrypt technology.


B. Direct-to-home distribution to dish houses will be


provided by means of the Service being included within
BSkyB's "Basic Tier" which has launched as an encrypted
service as from 1st October 1993.


C. BSkyB leases an Astra transponder from *
which it has agreed to provide to the Venture via the Transponder
Sub-Lease (and also to provide uplinking and related services)
* .


D. The business of the Venture is to be run from certain
premises currently leased by BSkyB and known as "MarcoPolo
House", Queenstown Road, London (the "Premises") which
premises are to be sub-leased by BSkyB to the Venture
at cost.


E. QVC has agreed to provide funding to the Venture
subject to the Agreed Cap until the Break Even Date as
hereafter provided.


NOW, THEREFORE, in consideration of the premises and other covenants and conditions contained herein, the parties hereto agree as follows:


1. DEFINITIONS AND INTERPRETATION


1.1 Definitions


In this Agreement, the following terms have the following
meanings (terms defined in the singular to include the
plural and vice versa):


__________ * Subject to Application for Confidential Treatment pursuant to Rule 24b-2.


2


"A Directors" has the meaning ascribed to that term in
Clause 3.2.


"A Shares" has the meaning ascribed to that term in Clause
2.1(a).


"Accountants" means the independent chartered accountants
and registered auditors of the Venture.


"Additional Term" has the meaning ascribed to that term in
Clause 2.5.


"Affiliate" means, with respect to any specified Person, any
other Person who or which, directly or indirectly through
one or more intermediaries, Controls, is Controlled by such
specified Person. Notwithstanding the foregoing, (i) neither
the Venture nor any Person Controlled by the Venture shall
be deemed to be an "Affiliate" of any Venturer or of any
Affiliate of a Venturer, and (ii) no Venturer or any Affiliate
thereof shall be deemed to be an "Affiliate" of any other


Venturer or any Affiliate thereof by virtue of its equity
ownership in the Venture.


"Agents" has the meaning ascribed to that term in
Clause 9.12.


"Agreement" means this Agreement as it may from time to time
be amended, supplemented or otherwise modified in accordance
with the terms hereof.


"Agreed Cap" means * .


"Ancillary Agreements" means the Sub-Leases, the DTH
Distribution Agreement and the Transponder Sub-Lease.


"Annual Budget" means, for any Financial Year of the
Venture, either (i) the budget and projected cash flow
statement for the Venture for such Financial Year, as
approved by the Board of Directors, or (ii) the budget and
projected cash flow statement deemed to be the Annual Budget
pursuant to Clause 3.6(c) for such Financial Year, in either
case, conforming in form to the 1994 Annual Budget and
containing information in all categories included in the
1994 Annual Budget, as amended or modified from time to time
pursuant to Clause 3.6. Unless the context otherwise
requires, references to the Annual Budget shall be deemed to
be references to the Annual Budget then in effect.


"Astra Transponder" means the transponder on the Astra lA
satellite, the Astra lB satellite or the Astra 1C satellite
that BSkyB has identified for the purposes of transmitting
the Service or any replacement satellite access to which is
provided by SES.


"B Directors" has the meaning ascribed to that term in
Clause 3.2.


"B Shares" has the meaning ascribed to that term in
Clause 2.1(a).


"Bank Base Rate" means the base rate of Midland Bank PLC or
if such bank is no longer in existence, such other bank as
shall be determined in good faith by the Board of Directors.


"Bankruptcy Proceeding" means, with respect to any specified
Person, any case, proceeding or other action under any
existing or future law of any jurisdiction relating to
bankruptcy, insolvency, reorganization or relief of debtors,
seeking to have an order for relief entered with respect to
such Person, or seeking to adjudicate such Person a bankrupt
or insolvent or seeking appointment of a receiver, trustee,
custodian or similar official for such Person or for all or
any substantial part of such Person's assets.


"Board of Directors" or "Board" has the meaning ascribed to
that term in Clause 3.1.


__________ * Subject to Application for Confidential Treatment pursuant to Rule 24b-2.
3


"Breaching Venturer" has the meaning ascribed to that term
in Clause 8.2.


"Break Even Date" means the date agreed between the parties
(or failing such agreement as determined by the Accountants
who in making such determination shall be deemed to be
acting as experts and not as arbitrators) being the last day
of a Fiscal Quarter when:


(i) for that and the preceding Fiscal Quarter, the Venture
has achieved positive net cash flow on a monthly basis; and


(ii) the Venture can operate as a viable going concern
without funding support from the Venturers.


"Budget Certificate" has the meaning ascribed to that term
in Clause 5.1(b).


"Business" means (i) the ownership and operation of the
Service in the Territory, (ii) the Hard Encryption of the
Service and the distribution thereof by satellite feed to
viewers via satellite, cable and such other means or media
as to the Venturers seems fit (subject to applicable
regulatory requirements), (iii) such other functions as
shall be approved by the Board of Directors and (iv) all
functions incidental thereto including the ownership, lease
and operation of real and personal property acquired in
connection with the foregoing and the entering into and
execution of agreements in connection with the foregoing.


"Business Day" means any day except a Saturday, Sunday or
other day on which commercial banks in London, England or
Philadelphia, Pennsylvania are authorised by law to close.


"CEO/MD" has the meaning ascribed to that term in
Clause 3.7.


"CFO" has the meaning ascribed to that term in Clause 3.7.


"Channel" has the same meaning as "Service".


"Claimant Company" has the meaning ascribed to that term in
Clause 6.5 (b)(i).


"Classes" has the meaning ascribed to that term in
Clause 3.2.


"Closing" has the meaning ascribed to that term in
Clause 2.1.


"Commitment Increase" has the meaning ascribed to that term
in Clause 3.6(c).


"Confidential Information" means (i) the existence, and
terms of, this Agreement, (ii) all business and technical
information relating to the Business that is proprietary to
the Venture or otherwise not available to the general public
and (iii) all trade secrets, technologies and know-how of
either Venturer in the areas of its expertise including,
without limitation, QVC's know-how in home shopping and
direct marketing and BSkyB's know-how in programming for and
distribution to United Kingdom audiences, encryption and
BSkyB's subscriber base (including but not limited to
subscriber names and addresses) provided however that such
Confidential Information shall not include, with respect to
any Venturer desiring to disclose any information, any
information that (A) has become generally available to the
public other than as a result of a disclosure by such
Venturer, its Affiliates or its Agents in breach of Clause
9.12, (B) has been independently developed by such Venturer
or an Affiliate of such Venturer without violating any
obligations owed to the Venture or (C) was or becomes
available to such Venturer or an Affiliate of such Venturer
on a non-confidential basis from a third party having no
obligation of confidentiality to a Venturer or the Venture
and which has not itself received such information directly
or indirectly in breach of any such obligation of
confidentiality.


4


"Consortium Provisions" has the meaning ascribed to that
term in Clause 6.5(b).


"Control" means, as to any Person, the power to direct or
cause the direction of the management and policies of such
Person, whether through the ownership of voting securities,
by contract or otherwise. The term "Controlled" has a
correlative meaning.


"Defaulted Fundlng Loan" has the meaning ascribed to that
term in Clause 8.1(a).


"Deficit" has the meaning ascribed to that term in
Clause 5.1(b).


"Direct Employees Costs" has the meaning ascribed to that
term in Clause 9.4(a).


"Directors" has the meaning ascribed to that term in
Clause 3.2.


"Disposition" means any sale, assignment, alienation, gift,
exchange, conveyance, transfer, pledge, hypothecation,
granting of a security interest (including a floating
charge) or other disposition or attempted disposition
whatsoever, whether voluntary or involuntary. The term
"Dispose" means to make a Disposition.


"Dollar" or "$" means lawful currency of the United States
of America.


"DTH" means the delivery of audio and video signals via
high-powered Hard Encrypted satellite transmission to owners
or lessees of television receive-only home satellite earth
stations for private non-commercial dwelling unit reception.


"DTH Distribution Agreement" means the DTH Distribution
Agreement between the Venture and BSkyB, substantially in
the form of Exhibit F hereto, as it may from time to time be
amended or modified in accordance with the terms hereof or
thereof.


"EC" means the European Economic Community.


"Event of Default" has the meaning ascribed to that term in
Clause 8.1.


"Fair Market Value" means, as to any equity interest in the
Venture or other property, the price at which a willing
seller would sell and a willing buyer would buy such
property having full knowledge of the facts, in an
arm's-length transaction without time constraints, and
without being under any compulsion to buy or sell.


"Financial Statements" has the meaning ascribed to that term
in Clause 3.6(b).


"Financial Year" means the annual reference period for
accounting for and maintaining records of the transactions
of the Venture.


"First Lease" has the meaning ascribed to that term in
Clause 9.8(a).


"First Venturer" has the meaning ascribed to that term in
Clause 9.1(b).


"Fiscal Quarter" or "Quarter" means each 3 month period
ending on the last day of each of September, December, March
and June during the Term and the period of 3 months or less
which terminates on the last day of the Term.


"Funding Date" means any date on which Funding Loans are
required to be made by QVC pursuant to this Agreement and
without limiting the generality of the foregoing includes
any date on which Funding Loans are due for repayment and
profits are not available to make such repayment.


"Funding Event of Default" has the meaning ascribed to that
term in Clause 8.1(a).


5


"Funding Loan" means a funding loan made or to be made by
QVC or any of its Affiliates to the Venture pursuant to
Clauses 2.2 and 5.1.


"Funding Loan Note" means a promissory note issued by the
Venture to QVC (or any QVC Affiliate having made a Funding
Loan) in respect of a Funding Loan the form attached
hereto as Exhibit E or in such other form as QVC and the
Venture may agree from time to time.


"Funding Notice" has the meaning ascribed to that term in
Clause 5.3(a).


"GAAP" means such generally accepted accounting principles
as are applied in, and would be generally acceptable in the
United Kingdom as of the date of the financial statement or
other document with respect to which the term is used.


"Governmental Authority" means any federal, state, municipal
or other governmental department, commission, board, bureau,
agency or instrumentality of the United States of America or
any state thereof, or any government or governmental,
supernational or state agency or regulatory body of the
United Kingdom, Ireland or the EC.


"Guarantee Payment" means any payment made by QVC pursuant
to the terms of the Transponder Sub-Lease Guarantee or the
Sub-Lease Guarantee.


"Hard Encryption" means encryption using the videocrypt
technology that is descrambled by subscribers in the
Territory by means of a single "smart card" viewing card and
"Hard Encrypted" has a correspondinq meaning.


"Indebtedness" for Borrowed Money" means:


(i) obligations for borrowed money (whether secured or
unsecured);


(ii) obligations representing the deferred purchase price of
property or services other than accounts payable arising in
the ordinary course of business;


(iii) obligations in respect of operating or capital leases
entered into other than in the ordinary course of business,
whether or not such obligations would be required to be
shown as a liability on a balance sheet under GAAP; and


(iv) any guarantee or other obligations having the economic
effect of a guarantee in respect of any obligations referred
to in sub-paragraphs (i), (ii) or (iii) above.


"Initial Term" has the meaning ascribed to that term in
Clause 2.5.


"Landlord" has the meaning set out in Clause 9.8(a).


"Liens" means any pledges, security interests, charges,
restrictions on or conditions to transfer, voting or
exercise or enjoyment of any right or beneficial interest,
options, rights of first refusal and other liens, claims,
encumbrances, restrictions and equities of any nature
whatsoever.


"Material Adverse Effect" means any effect which is or is
reasonably likely to be materially adverse to the business
of the Venture or the relevant Venturer and its
subsidiaries, taken as a whole (including the continued
conduct of the operation thereof in substantially the manner
currently conducted), or to the assets or liabilities of the
business or financial condition or results of operations of
the Venture or the relevant Venturer and its subsidiaries,
taken as a whole, or to the transactions (including
performance thereof) contemplated by this Agreement and the
Ancillary Agreements.


6

"1994 Annual Budget" has the meaning ascribed to that term
in Clause 3.6(a).


"New Business" has the meaning ascribed to that term in
Clause 9.1(b).


"Non-Breaching Venturer" has the meaning ascribed to that
term in Clause 8.2.


"Non-Funding Venturer" has the meaning ascribed to that term
in Clause 8.1.


"Offer Notice" has the meaning ascribed to that term in
Clause 9.1(c).


"Offered Terms" has the meaning ascribed to that term in


Clause 9.1(c).


"Operating Plan" has the meaning ascribed to that term in
Clause 2.4.


"Operational Start Date" has the meaning ascribed to that
term in Clause 9.7(a).


"Parent" means:


(i) QVC, in the case of QVC Sub; or


(ii) BSkyB, in the case of BSkyB Sub.


"Percentage Share" means, with respect to any Venturer at
any date, the number of Shares reg ...