EXHIBIT 4.5
CONFORMED COPY
CASTLE TRANSMISSION (FINANCE) plc
as Issuer
and
CASTLE TRANSMISSION INTERNATIONAL LTD
as Guarantor
and
CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD
as Guarantor
and
THE LAW DEBENTURE TRUST CORPORATION p.l.c.
as Trustee
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FIRST SUPPLEMENTAL TRUST DEED
in respect of
(Pounds)125,000,000 9 per cent. Guaranteed Bonds due 2007
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17th October 1997
▇▇▇▇▇▇▇▇ Chance
London
THIS FIRST SUPPLEMENTAL TRUST DEED is made on 17th October, 1997
BETWEEN:
(1) CASTLE TRANSMISSION (FINANCE) plc (the "Issuer");
(2) CASTLE TRANSMISSION INTERNATIONAL LTD ("CTI") and CASTLE TRANSMISSION
SERVICES (HOLDINGS) LTD (the "Company" and, together with CTI, the
"Guarantors" and each severally a "Guarantor"); and
(3) THE LAW DEBENTURE TRUST CORPORATION p.l.c. (the "Trustee").
IS SUPPLEMENTAL to a Trust Deed dated 21 May 1997 (the "Trust Deed ") made
between the parties hereto constituting the (Pounds)125,000,000 9 per cent.
Guaranteed Bonds due 2007 (the "Bonds") of the Issuer.
WHEREAS each of the parties hereto is of the opinion that there is a manifest
error in the Trust Deed and in the Conditions of the Notes and has agreed to
correct such manifest error in the manner set forth below, the Trustee acting
pursuant to the powers conferred on it by Clause 7.2 of the Trust Deed.
NOW THIS DEED WITNESSES AND IT IS HEREBY DECLARED as follows:
1. Interpretation
1.1 All Capitalised terms used herein and not otherwise defined in this
Supplemental Trust Deed shall have the meaning ascribed to them in the
Trust Deed.
1.2 Clause headings are for convenience only and shall not affect the
construction hereof.
2. Amendments to the Trust Deed and the Conditions
In the Second Schedule to the Trust Deed in the third paragraph of Condition 5
"(Pounds)772.50" shall be substituted for "(Pounds)7725" and Condition 5 of the
Bonds shall be correspondingly amended.
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3. Supplemental Provisions
Save as expressly modified by this Supplemental Trust Deed, the Trust Deed and
the Bonds shall continue in full force and effect. The Trust Deed and this
Supplemental Trust Deed shall henceforth be read and construed in conjunction as
one deed.
4. Miscellaneous
4.1 A Memorandum of the execution of this Supplemental Trust Deed shall be
endorsed by the Trustee on the Trust Deed and by the Issuer on any
duplicate thereof.
4.2 The Issuer will give notice to the Bondholders in accordance with the
Conditions of the modification to the Trust Deed and the Conditions as set
out in Clause 2 in the form set out in the Schedule to this Supplemental
Trust Deed.
5. Effectiveness of this Supplemental Trust Deed
The provisions of this Supplemental Trust Deed shall take effect on the date on
which this Supplemental Trust Deed shall be executed by all of the parties
hereto.
6. Governing Law
This Supplemental Trust Deed is governed by, and shall be construed in
accordance with, English law.
IN WITNESS whereof this Supplemental Trust Deed has been executed as a deed by
the parties hereto and entered into the day and year first before written.
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SCHEDULE
Notice to holders of the (Pounds)125,000,000 9 per cent.
Guaranteed Bonds due 2007 (the "Bonds")
of Castle Transmission (Finance) plc (the "Issuer")
guaranteed by Castle Transmission International Ltd
and Castle Transmission Services (Holdings) Ltd (together the "Guarantors").
Notice is hereby given that, pursuant to Clause 7.2 of the Trust Deed dated 21
May 1997 (the "Trust Deed") constituting the Bonds between the Issuer, the
Guarantors and The Law Debenture Trust Corporation p.l.c. as trustee in respect
of the Bonds (the "Trustee"), the third paragraph of Condition 5 in the Second
Schedule to the Trust Deed has been amended by a First Supplemental Trust Deed
dated . 1997 between the Issuer, the Guarantors and the Trustee to provide that
the first payment of interest on the Bonds due on 30 March 1998 will be an
amount of (Pounds)772.50 per (Pounds)10,000 principal amount of Bonds. A
corresponding amendment has been made to Condition 5 of the Bonds.
This amendment was made to correct a manifest error in the Trust Deed and the
Conditions by conforming the amount specified in Condition 5 to the rate of
interest applicable to the Bonds for the period from (and including) 21 May 1997
to (but excluding) 30 March 1998.
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EXECUTED as a deed by
CASTLE TRANSMISSION (FINANCE) plc
By: /s/ ▇▇▇ ▇▇▇▇▇▇
Director
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Secretary
EXECUTED as a deed by
CASTLE TRANSMISSION INTERNATIONAL LTD
By: /s/ ▇▇▇ ▇▇▇▇▇▇
Director
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Secretary
EXECUTED as a deed by
CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD
By: /s/ ▇▇▇ ▇▇▇▇▇▇
Director
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Secretary
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THE COMMON SEAL of
THE LAW DEBENTURE TRUST CORPORATION p.l.c.
was affixed in the presence of:
Director: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Assistant Trust Manager: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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