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Transmission Agreement

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Sectors: Telecommunications
Governing Law: The United Kingdom
Effective Date: February 10, 1998
Related Agreement Types:
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DATED 10 February 1998







(1) THE BRITISH BROADCASTING CORPORATION









(2) CASTLE TRANSMISSION INTERNATIONAL LTD







DIGITAL TERRESTRIAL TELEVISION

TRANSMISSION AGREEMENT







LINKLATERS & PAINES



One Silk Street

London EC2Y 8Q



Tel: 0171-456 2000



Ref: RMBD/MSHC

THIS AGREEMENT is made on 10 February 1998 BETWEEN:



(1) THE BRITISH BROADCASTING CORPORATION, a corporation incorporated under

Royal Charter, whose principal office is at Broadcasting House, Portland

Place, London W1A 1AA ("THE BBC"); and

(2) CASTLE TRANSMISSION INTERNATIONAL LTD (registered number 3196207), a

company incorporated under the laws of England and Wales whose principal

place of business is Warwick Technology Park, Gallows Hill, Heathcote

Lane, Warwick CV34 6TN ("CTI").



RECITALS



(A) The BBC is incorporated under the Charter and required under the Charter

and DNH Agreement to provide radio and television broadcasts.

(B) Clause 2.4 of the DNH Agreement allows for the BBC to provide multiplex

facilities for digital terrestrial television.

(C) The BBC wishes to launch its digital terrestrial television services

concurrently with the launch of digital terrestrial television services by

other multiplex operators.



(D) The BBC has decided that it wishes to obtain from CTI the Services,

including:



(i) The DTT Transmission Services using:



(a) terrestrial transmitters operated by CTI which radiate DVB-T

Specification compliant signals;



(b) links provided by or to CTI to enable distribution of the BBC

multiplexed signal to terrestrial transmitter sites from nominated

BBC broadcast centers;



(c) multiplexers provided by CTI, to enable configuration of the BBC

Multiplex at certain transmitter sites;



(ii) modifications to the transmission characteristics of existing analogue

transmitters to permit the introduction of the BBC Multiplex and the

simultaneous transmission of analogue services;



(iii) representation of the BBC on industry bodies; and





(iv) liaison with the analogue returning contractor.



(F) CTI has agreed to provide the Services on the terms and conditions set out

in this Agreement.



The parties agree to comply with the following terms and conditions.





PART A - DEFINITIONS AND INTERPRETATION



1 DEFINITIONS AND INTERPRETATION



1.1 In this Agreement:



"ACCEPTANCE TESTS" means the tests carried out to test the installation and

implementation of a Station (which may include type approval tests) in

accordance with Clause 2.7 and Schedule 6.



"ACCEPTED" shall mean acceptance by the BBC or deemed acceptance by the BBC

of a Station in accordance with the Acceptance Test procedure.



"ACCOUNTABLE INCIDENT" means a fault, failure or incident of the kind

defined in Schedule 8, paragraph 3.1.4.2.



"ACTUAL IN-SERVICE DATE" means the date, regardless of the Roll-out Plan,

when a Station commences service other than for testing.



"AFFILIATE" means any undertaking in respect of which a participating

interest is held by the BBC, or a subsidiary undertaking of the BBC, or its

parent undertaking or any subsidiary undertaking of its parent undertaking

(as such terms are defined in sections 258 to 260 and Schedule 9 of the

Companies Act 1985, as amended by the Companies Act 1989).



"AVERAGE EARNINGS INDEX" means the average earnings index for the whole

United Kingdom economy as published from time to time by the Office of

National Statistics or, if such index shall cease to be published or if\ \ there is a material change in the basis of the index, such other average

earnings index as is an equivalent replacement, or if there is not a

replacement, as the BBC may, after consultation with CTI, reasonably

determine to be appropriate in the circumstances.



"1996 ACT" means the Broadcasting Act 1996.



"BBC ASSIGNEE" means any wholly-owned subsidiary of the BBC to whom the BBC

has assigned this Agreement pursuant to Clause 17.2.



"BBC MULTIPLEX" means the multiplex for digital terrestrial television

allocated to the BBC by the Secretary of State.



"BBC OPERATIONAL POINT OF CONTACT" means a person or persons nominated to

CTI by the BBC from time to time as the operational point(s) of contact for

purposes of this Agreement.





"BBC REPRESENTATIVE" means a person or persons nominated in writing to CTI

by the BBC from time to time to be its contractual point of contact. The

initial BBC Representative will be Mark Evans.



"BBC R & D" means the BBC's Research and Development Department.



"BBC SITES" means all sites owned by, leased or licensed to the BBC.



"BROADCASTING ACT" means the Broadcasting Act 1990.



"BUILD DATE" means, in relation to a Station:



(i) for Phase 1 Stations the date by which the Station is able to

radiate DTT signals compliant with the relevant technical

specification approved by the BBC as set out in Schedule 12,

Appendix 3; and



(ii) for Phase 2 Stations and Phase 3 Stations the date by which:



(a) all digital equipment at that Station has been installed by

CTI, tested and Accepted;



(b) all the analogue consequential changes at that Station are

complete and accepted by the BBC;



(c) all analogue consequential changes required for that

Station, which are not directly linked to the analogue

returning contract, are completed;



(d) a detailed project plan for those analogue changes directly

linked to the analogue returning contract has been agreed

with the returning contractor and the BBC.



"CA" means conditional access.



"CHANGE CONTROL PROCEDURE" means the procedure set out in Schedule 3.



"CHARGES" means charges calculated in accordance with Schedule 2.



"CHARTER" means the Charter granted to the BBC by Her Majesty the Queen in

Council on 13 March 1996 which came into force on 1 May 1996, as amended or

replaced from time to time.



"CTI ASSIGNEE" means any person, firm or company to whom CTI has assigned

this Agreement pursuant to Clause 17.2.





"CTI REPRESENTATIVE" means a person or persons nominated in writing to the

BBC by CTI from time to time to be its contractual point of contact.



"CTI SITE" means all sites owned by, leased or licensed to CTI, other than

sites licensed to CTI by the BBC under a Site Sharing Agreement as defined

in this or the Analogue Contract.



"CTI SUB-CONTRACTOR" has the meaning given in Clause 13.5.1.



"DATA" means, subject to the limit on total capacity described in Clause

4.2.4, any data, free-to-air or subscription programming or other material

which the BBC wishes to broadcast or transmit using the BBC Multiplex from

time to time, which may include without limitation:



(a) digitally coded audio and video programme services;



(b) services such as Teletext, Audetel, subtitling and any other similar

services provided by the BBC from time to time;



(c) information relating to or intended for viewer set-top boxes;



(d) subtitling;



(e) private data signals (including EPG and CA);



(f) SI; and



(g) any television channels that the BBC wishes to provide for digital

television transmission from time to time.



"DESIGN AND OPTIMIZATION CONSULTING SERVICES" means technical advice and

consultation, provided prior to the Phase I Launch Date, in order to

optimize the coverage and capability of the Transmission Network, including

Sl interface design and the enhancement of antenna patterns.



"D-MUX GROUP" means the industry group of licensees of digital television

multiplexes under the 1996 Act and includes the BBC.



"DISTRIBUTION LINKS" means the telecommunications services procured or

provided by CTI to convey the Data from the Interfaces to the Stations, as

described in Schedule 5.



"DNH AGREEMENT" means the agreement between the Secretary of State of the

then Department of National Heritage and the BBC dated 25 January 1996

which came into force on 1 May 1996, as such agreement may from time to

time be amended or replaced.





"DTT" means digital terrestrial television.



"DTT TRANSMISSION SERVICE" means digital terrestrial television

transmission of the Data from the Stations using the BBC Multiplex in

accordance with the Transmission Requirements by means of the Transmission



"DVB-T SPECIFICATION" means ETS1 standard ETS 300744.



"EFFECTIVE DATE" means the date on which the Department of Culture, Media

and Sport gives formal approval for the BBC to provide DTT.



"EMERGENCY ANNOUNCEMENTS" means the provision by the BBC as required by

Clause 8.1 of the DNH Agreement of announcements or other matter from all

or any of the Stations.



"EMERGENCY POWERS" means powers 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 regulations made

under it.



"EMERGENCY SERVICES" means the services described in Clause 3.2.



"EMPLOYEES" means the employees of CTI (or any sub-contractor of CTI) from

time to time principally employed for the purposes of performing CTI's

obligations under this Agreement or the employees of any CTI Assignee from

time to time principally employed for the purposes of performing CTI's

obligations under this Agreement.



"ENGINEER RESPONSE TIME" has the meaning set out in Schedule 8.



"EPG" means electronic programme guide.



"FORCE MAJEURE EVENT" means any events or circumstances beyond the

reasonable control of the defaulting party which cause the relevant default

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, supranational regulatory or

governmental agencies, acts or threats of terrorism, fire, lightning,

flood, any adverse weather conditions which cause physical damage to

property used to supply the Services or prevent access or safe working on

any such property, anomalous propagation or other adverse weather

conditions which affect transmission of the signal after it leaves the

transmitter at a Station and before it is received at a viewer's receiver

(but not anomalous propagation or other adverse weather conditions which

affect transmission of the signal from the Interface up to and including

the point at which the signal is





radiated from the transmitter except where weather conditions prevent or

impede access to or safe working on any property), explosion, accident,

theft or vandalism, national strike action or industrial action taken by a

union or the BBC provided that neither party can rely on strikes,

industrial action, theft or acts of vandalism where it could reasonably

have been expected to have prevented them or the industrial action or

strike is by its own employees only.



"GRADED BROADCAST" means:



(a) broadcasts of announcements made by a member of the royal family;



(b) major outside broadcasts,



as notified to CTI by the BBC in accordance with Clause 10.4.1, and

any urgent broadcasts of a similar nature as notified to CTI by the

BBC from time to time in accordance with Clause 10-4.



"HARMFUL INTERFERENCE" shall have the same meaning as in the Radio



"HIGH LEVEL DESIGN" means a high level block diagram in the form set

out in Schedule 12, identifying all Interfaces and Interface



"INTERFACE" means the network interconnection points between the BBC's

facilities and the Transmission Network as more fully described in the

Interface Specification.



"INTERFACE SPECIFICATION" means the specification set out in Schedule



"ITC" means the Independent Television Commission.



"JOINT FREQUENCY PLANNING BOARD" means the board of that name formed

under the auspices of the Radiocommunications Agency.



"LIQUIDATED DAMAGES" means amounts payable under Clause 16.6 and

calculated in the manner set out in Schedule 2.



"LOSSES" means all losses, liabilities, costs (including, without

limitation, legal costs), expenses and damages.



"MAIN STATIONS" means Stations which are not Relay Stations.



"MILLENNIUM COMPLIANT" means neither the performance nor the

functionality of the Services will be affected by any changes to the

date format caused by the advent of the year 2000 or any dates

thereafter. In particular:





(a) no value for current date will cause any interruption of the

Services;



(b) all manipulation of time related data will produce the desired

results for valid date values within the application domain;



(c) date elements in Interfaces and data storage will permit

specifying the century to eliminate date ambiguity; and



(d) where any data element is represented without a century, the

correct century shall be unambiguous for all manipulations

involving that element.



"OPERATOR" means the BBC and/or any Successor Operator.

"OPERATIONAL" means, in relation to a Station, that the relevant

Station is ready for Operational use; i.e.:



(i) the Build Date has been achieved;



(ii) end-to-end system integration testing is complete;



(iii) all analogue consequential changes required for that

Station are complete.



"OPERATIONAL NON-PRIORITY STATIONS" means those Stations which are

described as not being Operational Priority Stations in Schedule 1 as

amended from time to time in accordance with the Change Control



"OPERATIONAL PRIORITY STATIONS" means those Stations described as

Operational Priority Stations in Schedule 1 as amended from time to

time in accordance with the Change Control Procedure.



"PERFORMANCE MEASURES" means the numerical indications of CTI's

overall performance, calculated as set out in Schedule 8.



"PERFORMANCE STANDARDS" means the performance parameters to be applied

by CTI as set out in Schedule 8.



"PHASE 1" means the dates during which roll-out of the Stations

identified in Schedule 1 (or otherwise agreed between the parties

pursuant to this Agreement) as first phase Stations takes place.



"PHASE 1 LAUNCH DATE" means the date by which Phase 1 Stations are

Operational, being 1 November 1998 (or such other later date as is

specified by the D-Mux Group).





"PHASE 2" means the period during which roll-out of the Stations identified

in Schedule I (or otherwise agreed between the parties pursuant to this

Agreement) as second phase Stations takes place.



"PHASE 2 SERVICE DATE" means, in relation to a Phase 2 Station, the date by

which that Station is Operational, as specified in Schedule 1 hereto (or as

otherwise agreed between the parties).



"PHASE 3" means the period during which roll-out of the Stations identified

in Schedule 1 (or otherwise agreed between the parties pursuant to this

Agreement) as third phase Stations takes place.



"PHASE 3 SERVICE DATE" means, in relation to a Phase 3 Station, the date by

which that Station is Operational, as specified in Schedule 1 hereto (or as

otherwise agreed between the parties).



"PLANNED INTERRUPTIONS" means any interruptions of the kind described in

Clauses 10-2.1 and 10.2.2.



"PLANNED WORK MESSAGE" means a message where there is a Planned

Interruption to the DTT Transmission Service.



"PROJECT MANAGER" has the meaning set out in Clause 5.3.2.



"RADIO REGULATIONS" means the Radio Regulations of the International

Telecommunication Union or any replacement for such regulations and

includes all related regional agreements.



"RELAY STATIONS" means stations defined as such in Table 1 of Schedule 1.



"RELEVANT EMPLOYEES" means all Employees employed immediately before the

Transfer Date (whether employed by CTI or otherwise) whose contract of

employment has been or is to be transferred to the BBC or, as the case may

be, a Successor Operator by virtue of the operation of law (including the

Transfer Regulations) or any other person so employed in respect of whom

liabilities arising from a contract of employment or employment

relationship have or will be transferred by virtue of the operation of law

(including the Transfer Regulations).



"RELEVANT EMPLOYER" means an employer of any of the Employees or the

Relevant Employees.



"ROLL-OUT PLAN" means the industry-agreed plan for the roll-out of the

second and third phases of DTT, as notified to CTI and amended by the D-Mux

Group from time to time.





"ROUTINE MAINTENANCE" means work or repairs that are planned by CTI to

minimize faults on CTI equipment and/or the Transmission Network and to

ensure that such equipment and the Transmission Network operates safely,

complies with all applicable statutory requirements and meets the

Transmission Requirements and Target Performance Measures.



"RPI" means the retail price index (all items) published monthly in the

Digest of Statistics by the Central Statistical Office or, if such index

shall cease to be published, such other index of retail prices published in

substitution for it.



"THE SECRETARY OF STATE" means one of Her Majesty's Principal Secretaries

of State.



"SERVICES" means all services provided by CTI under this Agreement.



"SERVICE CREDITS" means credits against Charges in respect of CTI failing

to meet the relevant Target Performance Measures calculated in accordance

with Clause 11.3 and Schedule 8.



"SERVICE MANAGEMENT BOARD" means the committee described in Clause 5.4.



"SERVICE MESSAGE" means a message of the kind described in Schedule 8.



"SERVICES MANAGER" has the meaning set out in Clause 5.3.2.



"SI" means service information.



"SLA" means the service level agreement or agreements described in Clause

5.1 .1.



"SITE SHARING AGREEMENT" means an agreement substantially in the form of

Schedule 10 or in such other form as is acceptable to the BBC.



"STATIONS" means the transmitter sites listed in Schedule 1 as amended from

time to time and any substitute or additional transmitter sites that the

parties may agree from time to time, in accordance with the Change Control



"SUCCESSOR OPERATOR" means the contractor first succeeding CTI in the

provision or operation of all or any of the Services.



"TARGET PERFORMANCE MEASURE" means the Performance Measure which is

required for the DTF Transmission Service as described in Schedule 8.



"TECHNICAL OPERATIONS CENTRE" ("TOC") means CTI's principal operations

centre located at Warwick Technology Park, Gallows Hill, Heathcote Lane,

Warwick CV34 6TN.





"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.



"TELETEXT" means any data service of the type which is currently

transmitted using lines in the vertical blanking interval of the vision

element of analogue television signals directed to the general public.



"TERM" means the period of 12 years from the Phase 1 Launch Date.



"TEST DATE" means, in relation to a Station, the date by which the relevant

test transmitter or transmitter, as the case may be, is installed and ready

for testing on such other date as may reasonably be agreed between the BBC

and CTI in accordance with the requirements of the D-mux Group.



"TPGD" means the Television Planning Group Digital of the ITC.



"TRANSFER DATE" means close of business on the date when this Agreement



"TRANSFER REGULATIONS" means the Transfer of Undertakings (Protection of

Employment) Regulations 1981.



"TRANSMISSION FAULTS" means breaks, discontinuances or other impairments of

the transmission of the Data.



"TRANSMISSION NETWORK" means all or such parts of the transmission system

which are used to provide the DTT Transmission Service, including

transmitters and related equipment at such of the Stations as have been

Accepted, and any Distribution Links that are used to provide the DTT

Transmission Service.



"TRANSMISSION REQUIREMENTS" means the BBC's requirements for transmission

of DTT by CTI as specified in Schedule 5, to be carried out by CTI in

accordance with the provisions of Schedule 12.



"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 or any other jurisdiction.



"WTA" means the Wireless Telegraphy Acts 1949-1967 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.





"YEAR" means the period from the date of execution of this Agreement to the

first anniversary of that date (which constitutes the first Year), and each

subsequent complete period of twelve months.



1.2 The expressions "THE BBC" and "CTI" include their respective permitted

assigns, employees and agents.



1.3 Other than in Clause 12.7 or otherwise expressly stated in this Agreement,

any reference 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. Any reference to a reference document shall be

to one of the reference documents listed in Schedule 13, in its version at

the date hereof or as otherwise reasonably agreed between the parties.



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 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.



1.6 This Agre
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