Exhibit 10.60
Date: 1999
One 2 One
and
Castle Transmission International Ltd
FRAMEWORK AGREEMENT
in relation to greenfield sites
CONTENTS
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Recitals
Clause Heading Page
1. Definitions and Interpretation 1
3 Master Site Sharing Agreement 14
4. Assignment of Properties 16
5. New Sites 18
6. Representations 19
7. Additional Obligations of CTI 21
8. Rates, Insurance, Electricity. 22
9. Licensing 23
10 Employment 23
11. Continuing effects of this Agreement 24
12. Announcements 24
13. Releases and waivers 24
14. Notices 25
15. Entire Agreement 27
16. Alterations 27
17. Counterparts 27
18. Disputes Resolution 28
19. Expert Determination 28
CONTENTS
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Recitals
Clause Heading Page
20. Restrictive Trade Practices 29
Assignment 29
22. Severability 30
23. Set Off 30
24. Waiver 31
25. Additional Documentation 31
26. Costs 31
27. Applicable Law 31
Schedules
1. CTI Existing Shared Stations 32
2. Sites 37
3. Third party Site Sharing Contracts 38
4. Assignment Protocol 39
5. Assignment Deed 40
6. New Sites Protocol 44
7. Site Management Agreement 47
8. Special Conditions 71
9. Form of Limited Power of Attorney 75
10. Licence Fees and Site Licence Fee Supplement 76
11. Agreed inter-operator fees 79
12 Reserved Capacity 80
THIS AGREEMENT is made the day of 1999
BETWEEN:
a) MERCURY PERSONAL COMMUNICATIONS being an English partnership between MEDIA
ONE PCN INC a company incorporated under the laws of the State of Colorado
with offices at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇;
MERCURY PERSONAL COMMUNICATIONS LIMITED whose registered office is at
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ and MPC 92
LIMITED whose registered office is at ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ("One 2 One"); and
b) CASTLE TRANSMISSION INTERNATIONAL LTD (registered number 3196207) whose
registered office is at Warwick Technology Park, Gallows Hill, ▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ("CTI");
and the expressions "CTI" and "One 2 One," shall include their respective
successors and permitted assigns
1. Definitions and Interpretation
1.1 In this Agreement the following expressions shall have the following
meanings:
"ADC Contractor" means any third party appointed by One 2 One to
inter alia acquire design manage and construct
Sites and New Sites
"Apparatus" means on a site by site basis telecommunication
apparatus (as the same is defined in the Code)
including but not limited to antennas, aerials,
cables, radio frequency and transceiver equipment
and all
types of equipment containers, cabins and
other housing provided by One 2 One
"Assets" means all those physical assets located or to be
located on the Properties including the Towers (but
excluding One 2 One Retained Apparatus and any
exclusive assets owned by third parties and
installed on the Properties pursuant to the
provisions of a Third Party Site Sharing Contract)
"Assignment Deed" means the Deed of Assignment to be completed to
give effect to the assignment of the Properties or
any of them where no variation to the terms of the
Leases is required, the agreed form of which is set
out in Schedule 5
"Assignment Protocol" means the protocol for assignment of the Properties
described in Schedule 4
"the Confidentiality means the Confidentiality and Exclusivity Agreement
Agreement" entered into between CTI and One 2 One dated 30 day
of November 1998.
"Code" means the Telecommunications Code set out at
Schedule 2 to the Telecommunications ▇▇▇ ▇▇▇▇
"CTI Existing Shared means those existing 166 Stations owned and/or
Stations" managed by CTI listed in Schedule 1 upon which One
2 One has located Apparatus and shares facilities
under the terms of the Master Site Sharing
Agreement
"CTI Existing Shared means a rent holiday for the CTI Existing
Stations Discount" Shared Stations between the period 1st April
1998 to 31 March 2000
"CTI's Group" means CTI and any Subsidiary or parent company or
any Subsidiaries of the same.
"CTI New Sites" means greenfield sites to be acquired in the name
of CTI after the date of this Agreement in
accordance with the New Sites Protocol.
"Expert" means an expert appointed in accordance with Clause
19
"Expert Determination" means determination of any issue, disagreement or
dispute between the parties pursuant to the
provisions of Clause 19
"Framework means in respect of this Agreement the date
Commencement Date" calculated in accordance with the provisions
contained in Clause 2.2 save for the purpose of
calculating the Commencement Date of the Licence
Fees and the Commencement Date of the Option Period
it shall be either the Framework Commencement Date
or the date of completion of commissioning if later
in respect of each of the Properties and CTI New
Sites.
"greenfield site" means a site defined in accordance with the
provisions contained in Clause 2.1 hereof. (and any
Non-Compliant Greenfield Site,
which the parties agree to treat as a greenfield
site for the purposes of this Agreement)
"Guarantee" means any guarantee, indemnity, letter of comfort
or other assurance, security or right of set-off
given or undertaken by a person to secure or
support the obligations (actual or contingent) of
any third party and whether given directly or by
way of counter-indemnity to any third party who has
been provided a Guarantee.
"Interest" means interest at a daily rate on any outstanding
amounts at a rate equal to 4% above the Royal Bank
of Scotland base lending rate as current from time
to time
"Landlords" means the respective grantors of the Leases
"Leases" means the freehold title deeds, leases, licences or
letter arrangements and all supplemental
documentation pursuant to which One 2 One occupy
the Sites or One 2 One New Sites and the expression
"Leases" shall mean the Leases as renewed varied
extended or replaced from time to time
"Licence Fees" means the licence fees payable by One 2 One to CTI
for the Properties and the CTI New Sites in
accordance with the provisions for payment
contained in the Master Site Sharing Agreement and
calculated in
accordance with the formulae set out in Schedule 10
"Limited Power of means the document set out in agreed form in
Attorney" Schedule 9 to be provided by One 2 One to CTI on
the Framework Commencement Date to enable CTI
(subject to the provisions of Clause 4) to act in
One 2 One's name to procure the assignment of the
Sites from One to One to CTI
"Master Site Sharing means the site sharing Agreement granted by CTI to
Agreement" One 2 One for the CTI Existing Shared Stations
dated 27 June 1996
"Master Site Sharing means the individual site Schedules
Agreement"
"Schedules" incorporating any agreed Special Conditions,
appended to the Master Site Sharing Agreement
"New Assets" means those physical assets to be located on the
CTI New Sites (excluding the One 2 One Retained
Apparatus)
"New Sites Protocol" means the agreed procedure for location, building
and ownership of New Sites described in Schedule 6.
"New Sites" means One 2 One and CTI New Sites
"NonCompliant means sites which do not meet the criteria
Greenfield Sites" set out in the definition of greenfield sites, but
which the parties agree to include in this
Agreement subject to the provisions contained in
Clause 2 and in Schedule 10.
"One 2 One's Group" means One 2 One or any of the partnership of
companies which comprise One 2 One and any
Subsidiary or parent company or any Subsidiaries of
the same
"One 2 One's Licence" means the Licence to operate One 2 One's business
issued to Mercury Personal Communications on 9th
May 1995 under the Telecommunications ▇▇▇ ▇▇▇▇
including any renewal or extension of the same
granted to One 2 One at any time during the Term.
"One 2 One New Sites" means new greenfield sites to be acquired in name
of One 2 One after the date of this Agreement in
accordance with the New Sites Protocol
"One 2 One's Permitted means the right to locate and retain the
Use" relevant Permitted Equipment on the Sites and the
New Sites for the purposes of creating radio base
stations forming part of One 2 One's network
"One 2 One Retained means the Towers located on the Properties
Apparatus" until the assignment of those Properties and any
One 2 One Permitted Equipment located on the
Properties and CTI New Sites
"the Option" means the option for CTI to take an assignment of
the Sites the One 2 One New Sites and the Third
Party Site Sharing Contracts during the Option
Period.
"The Option Period" means the period from the Framework Commencement
Date until the third anniversary of the Framework
Commencement Date and in relation to One 2 One New
Sites until the third anniversary of the date of
completion of their commissioning or legal
completion of One 2 One's acquisition of the One 2
One's New Sites if later
"Permitted Equipment" means the Apparatus already installed by One 2 One
on the Sites as at the date of this Agreement and
the Apparatus reserved for installation by One to
One on the Sites or the New Sites to the full
extent of the relevant Reserved Capacity
"Properties" means the Sites and the One 2 One New Sites which
are to be managed by CTI in accordance with the
provisions of this Agreement
"Retail Price Index" means the General Index of Retail Prices as
published in the Digest of Statistics by the Office
for National Statistics or if such Index shall
cease to be published such other index as may be
published officially in substitution therefor
"Reserved Capacity" means such Client's Equipment referred to in
Schedule 8 (Special Conditions) which is notated
reserved in respect of any site for which a Master
Site Sharing Schedule is issued or any substitute
Apparatus which has
an equivalent windloading, an equivalent weight
where weight is a material factor, does not
increase the requirement for antenna separation
between the Permitted Equipment and other users and
if installed would occupy the same space on the
Tower as such Client Equipment is shown on the
annexed data sheets in respect of the Sites and to
be illustrated in respect of New Sites as described
in Schedule 12
"Security Interest" means a mortgage, lien, pledge, charge or other
security interest (or agreement or commitment to
create any of them).
"Sites" means the 821 greenfield sites owned leased or
licensed by One 2 One at the date of this Agreement
and listed (or to be listed) in Schedule 2
"Site Licence Fee means the supplemental licence fee payable by One 2
Supplement" One to CTI for the Sites calculated in accordance
with the formula set out in Schedule 10
"Site Management means the agreement between One 2 One and CTI in
Agreement" respect of the Properties as the same is set out in
agreed form in Schedule 7
"Special Conditions" means those special conditions to be incorporated
into the Master Site Sharing Agreement Schedules
granted to One 2 One for site sharing of the
Properties and the CTI
New Sites, as such Special Conditions are set out
in Schedule 8.
"Subsidiary" means a subsidiary (as defined by sections 736 and
736A of the Companies Act 1985) or a subsidiary
undertaking as defined by section 258 of that Act.
"Taxation" means any liability to any form of taxation,
whenever created or imposed and whether of the
United Kingdom or elsewhere (and without limitation
includes income tax, P.A.Y.E., corporation tax,
advance corporation tax, capital gains tax,
inheritance tax, stamp duty, stamp duty reserve
tax, value added tax, development land tax,
withholding tax, rates, Customs and Excise duties,
National Insurance contributions, Social Security
and other similar liabilities or contributions) and
generally any amount payable to the revenue,
customs or fiscal authorities, whether of the
United Kingdom or elsewhere, and all interest
and/or penalties related to or arising in respect
thereof.
"Tower" means the mast, tower or other antenna mounting
structure located on any of the Properties or CTI
New Site.
"the Term" means collectively the period of
(a) 10 years from the Framework Commencement
Date ("the Initial Period"), and
(b) at CTI's option by giving written notice not
more than one year and not less than 6
months before the expiry of the Initial
Period, the further period of 15 years from
the expiry of the Initial Period or, if
shorter, the duration unexpired of One 2
One's Licence
"Third Party Site means those agreements entered into prior to the
Sharing Contracts" date of this Agreement whether formal or informal
whereby One 2 One has permitted others to share
occupation of the Sites or One 2 One New Sites
subject to any requisite Landlords' consent
including but not limited to those contracts
referred to in Schedule 3
"VAT" means value added tax as provided for in the Value
Added Tax ▇▇▇ ▇▇▇▇.
1.2 In this Agreement unless the context otherwise requires:
(a) a document expressed to be "in agreed form" means a document in a form
which has been agreed by the parties contemporaneously with or before
the execution of this Agreement and which has for the purposes of
identification been initialled by them or on their behalf;
(b) references to statutes or other enactments shall be construed as
including a reference to:-
(i) any enactment which that enactment has directly or indirectly
replaced (whether with or without modification); and
(ii) that enactment as re-enacted, replaced or modified from time to
time, whether before, on or after the date hereof;
(c) references to a Clause or a Schedule are to a clause of, or a schedule
to this Agreement, references to this Agreement include its Schedules
and references in a Schedule or part of a Schedule to a paragraph are
to a paragraph to that Schedule or that part of that Schedule;
(d) words importing the singular include the plural and vice versa, words
importing a gender include every gender and references to persons
include corporations, partnerships and other unincorporated
associations or bodies or persons;
(e) descriptive headings to Clauses, Schedules and paragraphs are inserted
for convenience only, have no legal effect and shall be ignored in the
interpretation of this Agreement;
(f) all agreements, obligations and liabilities (whether under warranties,
representations, indemnities or otherwise) on the part of the
partnership known as One 2 One are joint and several in relation to
the members of that partnership and shall be construed accordingly.
2. The Site Management Agreement
2.1 The provisions of this Agreement relate to the management acquisition
assignment and sharing of greenfield sites. For the purposes of this
Agreement a greenfield site shall mean a site that:-
(a) is not less than 90 m2;
(b) has been or is to be acquired on a freehold or leasehold basis;
(c) has at the date it is intended to include the site in the
Management Agreement or otherwise assign the same from One 2 One
to CTI (whichever is the earlier);
. a commencing rental which does not increase the average rental
of the total number of New Sites which have been included in
the Management Agreement to greater than X, where X is a sum
equivalent to (Pounds)4,000 as adjusted by annual increases in
the Retail Prices Index calculated from the Framework
Commencement Date to the date of such inclusion or assignment
as aforesaid); or alternatively
. has in place of rent a capital acquisition cost or premium
payable which is not greater than (Pounds)X x 8 ;
(d) has a minimum term of 15 years;
(e) has no material restrictions on access;
(f) has no restrictions on shared use by One 2 One and has no
material restrictions on third party site sharing;
(g) upon which no Tower has been constructed or if constructed is not
owned or partly owned or funded by a third party and which site
does not form part of or include any third party owned buildings
or structures.
And where any one or more of the above criteria do not apply to any
site then CTI will not be required to treat the same as greenfield
site for the purposes of this Agreement unless the provisions of
Clause 2.7 below apply.
2.2.1 The Framework Commencement Date shall be the working day immediately
following the date by which both:-
(a) One 2 One has given written notice to CTI that it has received
written confirmation from its bankers that the Properties will be
released from any Security Interests on or prior to assignment to
CTI, and confirmation it has received its accountants and Board
approval to this transaction; and
(b) CTI has given written notice to One 2 One that it has received
approval of its bankers, accountants and Board to this
transaction;
provided if the Framework Commencement Date is delayed beyond 31 March
1999 or such later date as the parties may agree then either party
will be at liberty to determine this Agreement by notice
2.2.2 With effect from the Framework Commencement Date the parties will
perform their other obligations hereunder and One 2 One will enter
into the Site Management Agreement with CTI for the duration of the
Term as therein described
2.3 In consideration of the sum of (Pounds)1 per each of the Sites listed
in Schedule 2 payable or otherwise credited to One 2 One on the
Framework Completion Date, One 2 One will use all reasonable
endeavours to assist CTI in procuring the assignment of the Sites and
the One 2 One New Sites and the Third Party Contracts to CTI as herein
after provided and with effect from the Framework Commencement Date
One 2 One will grant the Option to CTI for the Option Period for this
purpose.
2.4 With effect from the Framework Commencement Date the beneficial right
to receipt of income from Third Party Site Sharing Contracts contained
in the Framework Agreement and the obligations of CTI in relation to
payment of rents and other outgoings will take effect in accordance
with the provisions contained in the Framework Agreement save in
respect of any apportionment of sums payable by One 2 One to CTI or
CTI to One 2 One in consequence, where the due date shall be 14 days
calculated from the Framework Commencement Date or the date CTI
receive written confirmation of the amount required whichever is the
later, and any payment not received by the due date shall give rise to
Interest on the unpaid amount calculated from the due date to the date
of actual payment
2.5 The Site Management Agreement will not apply to CTI New Sites or to
any Properties once the Leases and any relevant Third Party Site
Sharing Contracts in relation to such Properties have been assigned to
CTI pursuant to Clause 4 but without prejudice to the obligations of
CTI contained in Clause 3.1
2.6 The Site Management Agreement shall be dated co-incident with the
Framework Commencement Date and shall apply to the Properties in
accordance with its terms including One 2 One New Sites from the date
of completion of site commissioning and handover from the relevant One
2 One ADC Contractor and the Schedule of Sites annexed thereto shall
be updated as appropriate to record this information.
2.7 It is agreed that where any of the criteria contained in Clause 2.1
are not met by any site then One 2 One and CTI will discuss the extent
to which this Agreement can be applied to such site and the variations
to the terms of this Agreement that may reasonably need to be agreed
between the parties before such site can be deemed a greenfield site
for the purposes of this Agreement but there shall be no obligation on
One 2 One to deem any site which does not meet the said criteria a
greenfield site
2.8 One 2 One shall not with effect from the date of this Agreement sell
or otherwise dispose, assign, sub-let, part with possession or share
possession of any Properties or any rights relating thereto
(including without limitation any access rights) without the previous
consent in writing of CTI, such consent not to be unreasonably
withheld or delayed in respect of any applications in process at the
date of this Agreement, unless CTI is in material breach of this
Agreement
3 Master Site Sharing Agreement
3.1 In respect of the Properties and CTI New Sites CTI shall with effect
from the Framework Commencement Date (or the date of completion of
commissioning and hand over of New Sites if later), grant to One 2 One
site sharing facilities in respect of One 2 One's Permitted Equipment
for the Term in accordance with the terms and conditions set out in
the Master Site Sharing Agreement as amended by the Special
Conditions, and will issue supplemental Master Site Sharing Agreement
Schedules to One 2 One in respect of the relevant Permitted Equipment
for the Properties and the CTI New Sites incorporating the Special
Conditions and the relevant Licence Fees
3.2 One 2 One will pay the Licence Fees in accordance with the provisions
set out in relevant Special Condition and will pay the Site Licence
Fee Supplement if due in accordance with the provisions of Schedule 10
3.3 The consent of CTI is not required for One 2 One to locate Permitted
Equipment on a Site or New Site to the extent of the Reserved Capacity
(which for the avoidance of doubt will include any additional
Permitted Equipment capable of being placed in the One 2 One
container(s), cabin(s) or other housing forming part of the Permitted
Equipment) Further, CTI will not unreasonably withhold or delay its
consent to a request by One 2 One for further site sharing rights of
any Site or New Site for Apparatus in addition to the Permitted
Equipment, such site sharing rights to be subject to the terms and
conditions of the Master Site Sharing Agreement as amended by the
Special Conditions, the licence fees to be calculated in accordance
with CTI's standard ratecard for site sharing applicable at the
Framework Commencement Date adjusted by no greater than any annual
increase in Retail Price Index following that date.
3.4 On the Framework Commencement Date CTI will pay or otherwise credit
One 2 One with the CTI Existing Shared Stations Discount to be paid
within 14 days of the Framework Commencement Date ("the due date") and
any payment not received by the due date shall give rise to Interest
on the unpaid amount calculated from the due date to the date of
actual payment.
3.5 For the avoidance of doubt in the event of conflict between the
conditions contained in the Master Site Sharing Agreement and the
Special Conditions the Special Conditions shall prevail
4. Assignment of Properties
4.1 In consideration of the Option Fee One 2 One will use all reasonable
endeavours during the Option Period to assist CTI to procure the
assignment of the Leases, the Assets, the Towers and the Third Party
Site Sharing Contracts in relation to the Properties to CTI free from
any Security Interest in accordance with the Assignment Protocol and
the New Sites Protocol
4.2 CTI will, at its own expense, issue notifications to and seek
Landlords' consent to the assignment from One 2 One to CTI of the
Leases and the Third Party Site Sharing Contracts, such notifications
and consents to be in a form reasonably approved by One 2 One and to
contain an acknowledgement by the Landlord that One 2 One will be
permitted to share occupation of the Property after assignment for One
2 One's Permitted Use and confirmation that CTI can re-assign the
Lease to One 2 One without requiring additional consent and
confirmation by the Landlord that before forfeiting any Lease notice
of breach will be given to One 2 One and One 2 One given the
opportunity to take a re-assignment of the Property and remedy the
breach (provided where the parties consider the landlord is alleging
breach where CTI is not in material breach of its obligations then One
2 One agrees to apply the provisions of Clause 4.6(c) to any such re-
assigned lease and in the event of dispute to apply the provisions of
Clause 19 to determine between the parties whether such material
breach has in fact occurred.)
4.3 Subject to Clause 4.2 One 2 One will issue the Limited Power of
Attorney to CTI to enable CTI to seek Landlords' consent to assign the
Leases from One 2 One to CTI and the Third Party Site Sharing
Contracts and to
execute the Assignment Deed on behalf of One 2 One
4.4 On a site by site basis the completion of the transfer or other
assignment of the Lease, and Third Party Site Sharing Contracts in
respect of any of the Properties will also operate to transfer title
to the relevant Assets (including the Tower) to CTI free of any
Security Interest.
4.5 CTI will ensure that in exercising the Option and generally in
carrying out any acquisition, assignment, variation, renewal or other
dealings with the Leases such dealings will not prohibit prevent or in
any way adversely affect One 2 One's Permitted Use during the Term (or
in the event of Clause 4.6 applying, prejudice One 2 One's dealings
with the Landlord at the end of the Term)
4.6 If at any time during the Term CTI is given notice of any landlord's
intention to oppose any application to renew any lease for any of the
Properties or the CTI New Sites (an "expiring lease"), and that
expiring lease is due to expire prior to the end of the Term and CTI
is unable to reach agreement with the landlord to renew an expiring
lease on terms acceptable to CTI or CTI is unwilling to extend the
Term beyond the Initial Period or One 2 One is required to perform any
of the grantee's, tenant's or licensee's covenants in the Leases
because of a breach by CTI, CTI will give such notice as is
reasonable, but in the case of an expiring lease or if the Term is not
to be renewed beyond the Initial Period not less than 6 month's notice
of such circumstances to One 2 One whereupon:-
(a) One 2 One shall have an option to require CTI to assign the
expiring lease together with relevant Apparatus and Assets
(including the Tower) the Third Party Contracts and any existing
Site Sharing Agreements, but otherwise free of any CTI Security
Interests to One 2 One at CTI's expense; and
(b) if appropriate One 2 One will seek with all assistance from CTI
to
novate the expiring lease to One 2 One by exercising its
powers under the Code; and
(c) if appropriate any of the Properties or CTI New Sites to which
the expiring lease relates shall to the extent that One 2 One has
renewed or novated an expiring Lease be treated as a "Site" as
defined in and for the purposes of the Site Management Agreement
and the provisions of the Site Management Agreement shall apply.
4.7 Until the assignments or novations referred to in Clause 4.1 are
completed or otherwise for the duration of the Term, One 2 One agrees
that CTI is irrevocably authorised to manage and maintain the
Properties as agent for One 2 One under the terms of the Site
Management Agreement.
4.8 If in CTI's reasonable opinion completion of the assignment of any of
the Properties is impractical to achieve during the Option Period CTI
will give notice to One 2 One confirming such Properties will remain
part of the Site Management Agreement for the remainder of the Term,
and further confirming One 2 One's obligations in respect of the
relevant Property under Clauses 4.1 have ceased.
4.9 Conditions 4.5, 6.3, 6.5, 6.6, 7.8 and 9 of the Standard Conditions of
Sale (Third Edition) shall apply to an assignment of any Property
5. New Sites
5.1 New Sites required by One 2 One will continue to be developed by ADC
Contractors, the cost of the site acquisition and development
(including the cost of those Assets specified in the specification for
any New Sites provided to the ADC Contractor) to be met by One 2 One
in accordance with the New Site Protocol
5.2 One 2 One will use reasonable endeavours to permit CTI to act in
concert
with third party ADC Contractors for New Sites in the ways
described in the New Site Protocol
5.3 Ownership of Assets on One 2 One New Sites will transfer to CTI in
accordance with the provisions contained in Clause 4.4. In relation
to CTI New Sites, CTI shall own all New Assets including those for
which it has received a contribution payment from One 2 One.
5.4 It is agreed the Site Licence Fee Supplement payable for the Sites
will be reduced in accordance with the formula set out in Schedule 10
in proportion to the volume of New Site builds contracted to be
performed by CTI on behalf of One 2 One during the Option Period
5.5 For the purposes of the New Sites Protocol and determination of the
relevant Licence Fees, Sites not acquired as at the date of this
Agreement shall be treated as New Sites
6. Representations
6.1 One 2 One hereby confirms that it will take all necessary corporate
action to obtain financial, bank and board approval to this
transaction with CTI.
6.2 One to One confirms:-
(a) that it will meet outstanding commitments for capital expenditure
in relation to the Properties or the Assets and the New Assets
and in respect of the Third Party Site Sharing Contracts as at
the date of this Agreement and otherwise in accordance with
Clause 5.1 and the New Sites Protocol;
(b) that all Taxation in relation to the Properties, the Assets, the
New Assets and the Third Party Site Sharing Contracts for which
One 2 One is liable will remain payable by One 2 One and One to
One shall fully indemnify CTI in respect of the same;
(c) that One 2 One has not made an election pursuant to paragraph 2
Schedule 10 Value Added Tax ▇▇▇ ▇▇▇▇ in respect of each of the
Properties but shall do so at the request and expense of CTI;
(d) that all documents relating to the Properties which attract stamp
or transfer duty in the United Kingdom or elsewhere have been or
will be duly stamped;
(e) that One 2 One has paid all rent or licence fees and all other
outgoings which have become due in respect of each of the
Properties and has performed and observed in all material
respects all its obligations under all covenants, conditions,
agreements, statutory requirements, planning consents and
regulations affecting any of the Properties and no notice of any
breach of any such matter has been received and no existing use
of any of the Properties contravenes any of such covenants,
conditions, agreements, statutory requirements, planning consents
or regulations;
(f) that One 2 One is not engaged in any capacity in any litigation,
arbitration, prosecution or other legal proceedings (including
Landlord and Tenant Act renewals or rent or rates tribunals) or
in any proceedings or hearings before any statutory or
Governmental body, department, board or agency; no such matters
are pending or threatened; and One 2 One is not aware of any
circumstances which may give rise to any such matter;
(g) there are no outstanding orders or notices affecting the
Properties or any judgements, orders, decrees, arbitral awards or
decisions of any court, tribunal, arbitrator, local or national
government or governmental agency or licensing body or industry
regulator against One 2 One in respect of the Properties;
(h) that One 2 One is not a party to any recurring payments paid to
third parties in respect of the Properties details of which have
not been disclosed to CTI;
(i) that the Third Party Site Sharing Contracts in place at the date
of this Agreement produce an annual revenue recoverable by CTI in
excess of (Pounds)112,000.
and to the extent such representations are incorrect One 2 One will
seek to remedy the same at its own cost and to indemnify CTI to the
extent of any direct costs incurred in consequence.
6.3 That all information disclosed in One 2 One's answers to due diligence
questions and all other information in writing which has been given by
any of the One 2 One's employees or officials or professional advisers
to any employees, Directors, officials or professional advisers of CTI
in the course of the negotiations leading to this Agreement was when
given and remains true and accurate in all material respects and is
not misleading.
7. Additional Obligations of CTI
7.1 CTI confirms that it will take all necessary corporate action to
obtain financial, bank and board approval to the transaction with One
2 One.
7.2 From the Framework Commencement Date, CTI confirms and agrees to
perform and discharge the obligations and liabilities of One 2 One
under the Leases and Third Party Sharing Contracts which remain in
whole or in part to be performed in accordance with the terms of this
Agreement and the Framework Agreement and to fully indemnify One 2 One
in respect of all claims, costs, proceedings or demands arising out of
any breach thereof.
7.3 CTI confirms and agrees it will with effect from the Framework
Commencement Date:-
(a) issue supplemental Master Site Sharing Schedules to One 2 One in
respect of all the Properties and the CTI New Sites,
incorporating the Special Conditions and including but without
limiting the generality of the foregoing a list of One 2 One's
Permitted Equipment notated either to be installed or reserved in
accordance with Schedule 12;
(b) perform its obligations under the Site Management Agreement in
accordance with its terms;
(c) provide One 2 One with copies of all documents in agreed form
executed by CTI on behalf of One 2 One under the Limited Power of
Attorney and consult with One 2 One in respect of any such
documents which are not in the agreed form prior to their
execution by CTI;
(d) where applicable reduce the Site Licence Fee Supplement payable
by One 2 One in respect of the Sites in accordance with the
provisions contained in Schedule 10.
(e) apply the agreed inter operator fees set out in Schedule 11
including any Retail Prices Indexation therein described to Third
Party Site Sharing Contracts unless otherwise agreed between CTI
and the third party sharers.
8. Rates, Insurance, Electricity.
8.1 One 2 One will be responsible for payment of any rates assessed on One
2 One Retained Apparatus and a reasonable proportion (according to
user) of any Assets and New Assets, the use of which is shared by One
2 One which shall in the case of New Assets be no greater than the
rates which would have been payable had the New Assets been installed
in accordance with the specification for the New Sites provided by One
2 One to an ADC Contractor.
8.2 One 2 One will be responsible for insuring One 2 One Retained
Apparatus against any accidental loss or damage and also for insuring
against third party liability in respect of such One 2 One Retained
Apparatus and arising out of One 2 One's continuing use of the
Properties and the CTI New Sites.
8.3 One 2 One will pay or otherwise indemnify CTI against any costs and
expenses incurred by CTI in providing and maintaining the requisite
electricity supply to One 2 One's Retained Apparatus and in arranging
any telephone connections and charges in relation to One 2 One's
Retained Apparatus and the costs and expenses incurred under any
service contracts retained by One 2 One relating to annual electricity
safety checks of the Apparatus.
9. Licensing
One to One confirms it currently holds the One 2 One Licence, which is not
due to, expire until May 2020. It further confirms that it is not
presently aware of any matter likely to jeopardise the continuation and
renewal of the Licence and further confirms it has no intention to do or
cause to be done any act which deliberately seeks to end that Licence prior
to its expiry date or cause it not to be renewed for a further period
expiring on or after the 25th anniversary of the Framework Commencement
Date.
10 Employment
10.1 It is not intended by the parties that the contract of employment of
any of the employees of the One 2 One shall be transferred to CTI.
10.2 One 2 One confirms that the transfer of the Properties and the Assets
will not be a transfer to which the Transfer of Undertakings
(Protection of Employment) Regulations 1981 (as amended) will apply
and that One 2 One shall be liable for and shall indemnify CTI in
respect of all or any redundancy payments unfair dismissal or other
compensation (whether
statutory or contractual) salaries wages commissions remuneration
national insurance contributions damages costs claims PAYE tax
deductions or expenses which may be incurred by CTI as a result of any
persons being employees of One 2 One or otherwise engaged in
connection with the Properties in such a way that their employment
transfers to CTI pursuant to or by virtue of the relevant TUPE
regulations
11. Continuing effects of this Agreement
All provisions of this Agreement shall so far as they are capable of being
performed or observed continue in full force and effect notwithstanding
completion except in respect of those matters then already performed and
completion shall not constitute a waiver of any of CTI's rights in relation
to this Agreement.
12. Announcements
The parties agree to keep the financial terms of this Agreement
confidential and not to release or make any publicity statement,
advertisement or make any other disclosure to any party in relation to this
Agreement save as herein expressly permitted, without the express consent
of the other party, such consent not to be unreasonably withheld or
delayed.
13. Releases and waivers
13.1 CTI may, in its discretion, in whole or in part release, compound or
compromise, or waive its rights or grant time or indulgence in
respect of any liability to it under this Agreement.
13.2 Subject to clause 13.1, neither the single or partial exercise or
temporary or partial waiver by CTI of any right, nor the failure by
CTI to exercise in whole or in part any right or to insist on the
strict performance of any provision of this Agreement, nor the
discontinuance, abandonment or adverse determination of any
proceedings taken by CTI to enforce any
right or any such provision shall (except for the period or to the
extent covered by any such temporary or partial waiver) operate as a
waiver of, or preclude any exercise or enforcement or (as the case
may be) further or other exercise or enforcement by CTI of, that or
any other right or provision.
13.3 The giving by CTI of any consent to any act which by the terms of
this Agreement requires such consent shall not prejudice the right of
CTI to withhold or give consent to the doing of any similar act.
14. Notices
14.1 Each of the parties to the partnership which comprises One 2 One
("the appointor") hereby irrevocably authorises and appoints One 2
One's in-house General Counsel (or such other person or persons, being
a firm of solicitors resident in England, as the appointor may
hereafter as regards himself by notice in writing to all the other
parties hereto from time to time substitute) to accept on his behalf
service of all legal process arising out of or connected with this
Agreement.
14.2 Except as otherwise provided in this Agreement, every notice under
this Agreement shall be in writing and shall be deemed to be duly
given if it (or the envelope containing it) identifies the party to
whom it is intended to be given as the addressee and:
(i) it is delivered by being handed personally to the addressee (or,
where the addressee is a corporation, any one of its Directors or
its Secretary); or
(ii) it is delivered by being left in a letter box or other
appropriate place for the receipt of letters at the addressee's
authorised address; or
(iii) the envelope containing the notice is properly addressed to the
addressee at his authorised address and duly posted by first
class mail (or by airmail registered post if overseas) or the
notice is duly transmitted to that address by facsimile
transmission;
and, in proving the giving or service of such notice, it shall be
conclusive evidence to prove that the notice was duly given within the
meaning of this clause 14.2.
14.3 A notice sent by post (or the envelope containing it) shall not be
deemed to be duly posted for the purposes of clause 14.2 (iii) unless
it is put into the post properly stamped or with all postal or other
charges in respect of it otherwise prepaid.
14.4 For the purposes of this clause 14 the authorised address of One 2
One shall be the address of One 2 One's in-house General Counsel or
(in the case of notices transmitted by facsimile transmission) the
facsimile number (if any) of One 2 One's in-house General Counsel and
the authorised address of CTI shall be the address of its registered
office for the time being or (in the case of notices transmitted by
facsimile transmission) its facsimile number at that address.
14.5 Any notice duly given within the meaning of clause 14.2 shall be
deemed to have been both given and received:
(i) if it is delivered in accordance with clause 14.2(i) or 14.2(ii),
on such delivery;
(ii) if it is duly posted or transmitted in accordance with clause
14.2(iii) by any of the methods there specified, on the second
(or, when sent airmail, fifth) business day after the day of
posting or in the case of a notice transmitted by facsimile
transmission upon receipt by the sender of the correct
transmission report.
14.6 For the purposes of this Clause 14 "notice" shall include any
request,
demand, instruction, communication or other document.
15. Entire Agreement
15.1 This Agreement (together with all documents which are required by its
terms to be entered into by the parties or any of them and all other
documents which are in the agreed form and are entered into by the
parties or any of them in connection with this Agreement) set out the
entire agreement and understanding between the parties in connection
with this Agreement and other matters described in it.
15.2 Without prejudice to the generality of Clause 15.1, this Agreement
shall supersede as from the date hereof the Confidentiality Agreement.
15.3 Notwithstanding the provisions contained in Clause 15.1, the parties
acknowledge that save only as herein elsewhere specifically provided,
nothing in this Agreement is intended to modify, supersede or to
replace any site sharing agreement (including the Master Site Sharing
Agreement) now or in the future entered into between the parties,
whether in respect of the CTI Existing Shared Stations, the
Properties, or the CTI New Sites or any other sites owned, operated or
maintained by CTI.
16. Alterations
No purported alteration of this Agreement shall be effective unless it is
in writing, refers to this Agreement and is duly executed by each party
hereto.
17. Counterparts
This Agreement may be entered into in the form of two or more counterparts
each executed by one or more of the parties but, taken together, executed
by all and, provided that all the parties so enter into the Agreement, each
of the executed counterparts, when duly exchanged or delivered, shall be
deemed to be an original, but, taken together, they shall constitute one
instrument.
18 Disputes Resolution
If, representatives of CTI and One 2 One fail to agree any matter relating
to this Agreement and are unable to resolve such dispute within 30 days the
matter will be referred for resolution to the Chief Operating Officer of
CTI and the General Counsel of One 2 One, and failing their agreement,
either party will be at liberty to refer the matter to Expert Determination
19. Expert Determination
19.1 This Clause shall apply to any issue, disagreement or dispute which
falls to be determined under this Agreement by Expert Determination
19.2 Whenever this Clause applies, the issue, disagreement or dispute
shall be referred to an Expert agreed between the parties or, in
default of agreement, an Expert nominated at the request of either
party by the President or other duly appointed Officer of such UK
professional body as the parties may agree or in the absence of
agreement:
(a) in the case of a dispute as to the interpretation or
construction of this Agreement, to an officer of the Law Society
of England and Wales (or for sites in Scotland to the President
of the Scottish Law Society)
(b) in the case of a dispute concerning the operation and
maintenance of Apparatus, to an officer of the Institution of
Civil Engineers or the Institution of Mechanical Engineers or
the Institute of Electrical Engineers (each with not less than 5
years relevant experience of telecommunications technology) as
appropriate in the circumstances
(c) in the case of all other disputes concerning any obligations
under this Agreement to an officer of the Royal Institution of
Chartered Surveyors
19.3 Each of the parties shall be entitled to provide the Expert with such
information and such written representations as may be necessary to
assist in the determination of the dispute in question provided such
information and/or representations are made within 30 days of the date
of referral. Each of the parties shall simultaneously send copies of
any correspondence with the Expert to the other party save where the
Expert agrees that such copies should not be sent to the other party
for reasons of commercial confidentiality
19.4 The Expert shall be required by the parties to reach a determination
of the issues referred to him as soon as is reasonably practicable and
unless the parties otherwise agree within 45 days of his appointment
19.5 The Expert shall act as an expert and not as an arbitrator and his
decision shall be notified to both parties simultaneously and
implemented as soon as is practicable upon notification Unless both
parties agree in writing prior to the appointment of the Expert, the
Expert's decision (including his decision as to costs) shall be final
and binding upon the parties except in the case of fraud or manifest
error
20. Restrictive Trade Practices
Notwithstanding any other provisions of this Agreement, no provision of
this Agreement which is of such a nature as to make this Agreement liable
to registration under the Restrictive Trade Practices Act 1976 shall take
effect until the day after that on which particulars thereof have been duly
furnished to the Director General of Fair Trading.
21. Assignment
21.1 This Agreement shall be binding on and shall enure for the benefit of
the successors in title and personal representatives of each party.
21.2 Save as provided in Clause 21.3 none of the parties hereto shall be
entitled
to assign the any rights and obligations under this Agreement without
the prior consent of the other(s), such consent not to be unreasonably
withheld or delayed.
21.3 The benefit (but not the burden) of this Agreement may be assignable
by CTI (in all or in part) to any CTI Group Company or other CTI
Subsidiary and, in the case of One 2 One (in all or in part) to any
company in the One 2 One Group or in the event of a change in the
partnership trading under the name or style "One 2 One", and in the
event of any such assignment all references in this Agreement to CTI
or One 2 One shall be deemed to include such assigns.
21.4 CTI may sub-contract part or parts (but not the whole) of its
obligations under this Agreement without One 2 One's consent
provided it ensures that any such sub-contractor shall comply with the
obligations on the part of CTI contained in this Agreement.
22. Severability
22.1 Each and every undertaking contained herein shall be read as a
separate and distinct undertaking and the invalidity or
unenforceability of any part of this Agreement shall not affect the
validity or enforceability of the remainder.
22.2 If any provision of this Agreement is illegal or unenforceable as a
result of any time period being stated to endure for a period in
excess of that permitted by a regulatory authority, that provision
shall take effect with a time period that is acceptable to the
relevant regulatory authorities subject to it not negating the
commercial intent of the parties under this Agreement.
23. Set Off
Any party to this Agreement (the "Paying Party") shall be entitled to
withhold or
set off against any amount due and payable by it to any other party to this
Agreement (the "Receiving Party") any amount which, under or in relation to
this Agreement, has become due and payable by the Receiving Party to the
Paying Party.
24. Waiver
No waiver by either CTI or One 2 One of any of its rights hereunder shall
be deemed a continuing waiver of any rights hereunder.
25. Additional Documentation
Without prejudice to the other provisions contained in this Agreement, One
2 One and CTI acknowledge that while this Agreement is legally binding on
the parties, additional contractual documentation may be required to give
full legal effect to this Agreement. The parties each agree to enter into
such additional contracts as are reasonably required in order to give full
effect to this Agreement, in accordance with the intention and spirit of
the principles set out elsewhere herein, and to progress diligently and in
good faith to complete the negotiation of the remaining terms of any such
additional contracts
26 Costs
Each party will be responsible for its own legal fees in connection with
this Agreement. CTI will be responsible for any third party fees arising
in connection with the exercise of the Option and any additional legal
documentation referred to in Clause 25
27. Applicable Law
The parties agree this Agreement is to be governed by the laws of England
and the jurisdiction of the English Courts.
Schedule I
CTI Existing Shared Stations
(166 Station List)
STATION NAME SHARER NAME SS NO. Cell ID Licence Term Start Date Start Date 2 Review Date Licence Expiry Date
Abercraf Mercury 6996 92926 12 01/09/97 01/09/99 31/08/09
One 2 One
Aberdeen Mercury 7027 97305 3 01/10/97 01/10/99 02/10/00
One 2 One
Abertillery Mercury 7019 92966 12 01/09/97 01/09/01 31/08/09
One 2 One
Aberystwyth Mercury 7459 94333 12 01/11/98 01/11/01 31/10/10
One 2 One
Acklam ▇▇▇▇ Mercury 5915 36750 3 01/10/96 01/10/99 01/10/99
One 2 One
Afon Dyfi Mercury 7681 94322 12 01/12/98 01/12/01 28/11/10
One 2 One
Aldeburgh Mercury 5975 96370 3 01/12/96 01/12/99 03/12/99
One 2 One
Alexandra Palace Mercury 930 80003 9 01/08/97 01/08/00 01/08/06
One 2 One
Ascott-under-Wychwood Mercury 6946 92770 12 01/05/98 01/05/03 30/04/10
One 2 One
Ashbourne Mercury 6977 93929 3 30/09/97 30/09/00 29/09/00
One 2 One
Ashford-in-the-Water Mercury 7739 93910 12 01/12/98 01/12/01 28/11/10
One 2 One
Ashkirk Mercury 5927 97411 3 01/10/96 01/10/99 01/10/99
One 2 One
Bargoed Mercury 7215 92159 12 01/12/97 01/12/00 28/11/09
One 2 One
Barnstaple VHF Mercury 6978 94910 3 30/09/97 30/09/00 01/10/00
One 2 One
Bath Mercury 1405 94043 12 01/04/95 01/04/98 31/03/07
One 2 One
▇▇▇▇▇▇▇▇ ▇▇▇▇ Mercury 1363 30008 12 01/05/94 01/05/97 30/04/06
One 2 One
Bethesda North Mercury 6892 97176 12 01/12/97 01/12/00 30/11/09
One 2 One
Betws-y-Coed Mercury 7669 94305 12 01/11/98 01/11/01 31/10/10
One 2 One
Bexhill MF Mercury 5523 94660 12 01/01/96 01/01/99 31/12/07
One 2 One
Bincombe Hill Mercury 6796 92475 12 01/07/97 01/07/99 01/07/00
One 2 One
Bishops Stortford Mercury 5750 94747 12 01/07/96 30/06/99 30/06/08
One 2 One
Blaenavon Mercury 7102 92961 12 01/09/97 01/09/99 31/08/09
One 2 One
Blaenplwyf Mercury 7460 94336 12 01/09/98 01/09/01 31/08/10
One 2 One
▇▇▇▇▇ Atholl Mercury 742 97909 12 01/10/98 01/10/01 30/09/10
One 2 One
Bolehill Mercury 7742 93927 12 01/12/98 01/12/01 30/11/10
One 2 One
Bow Brickhill Mercury 1254 501066 12 01/10/93 01/10/99 30/09/05
One 2 One
Brierley Hill Mercury 866 93277 12 01/09/97 01/09/00 31/08/09
One 2 One
Brighton MF Mercury 6159 94559 12 01/08/97 01/08/04 31/07/09
One 2 One
Bristol Ilchester Mercury 5764 94034 12 01/05/96 30/04/99 30/04/08
Crescent One 2 One
Broneirion Mercury 7683 94329 12 01/01/99 01/01/02 31/12/10
One 2 One
Brookmans Park Mercury 7600 91358 3 01/09/98 01/09/99 31/08/01
One 2 One
▇▇▇▇▇▇ Mercury 6979 93908 3 30/09/97 30/09/00 29/09/00
One 2 One
Carmarthen Mercury 6980 94909 3 01/01/98 01/01/01 02/01/01
One 2 One
Carmel Mercury 6981 94912 3 30/09/97 30/09/00 01/10/00
One 2 One
Carno Mercury 7603 94325 12 01/12/98 01/12/01 30/11/10
One 2 One
▇▇▇▇▇ ▇▇▇▇▇ Mercury 6780 THS 45020 12 01/05/97 01/05/99 30/04/09
One 2 One
Chesham Mercury 949 91207 12 01/05/93 01/05/96 01/05/99 30/04/08
One 2 One
Churchdown Hill Mercury 1415 94013 9 01/08/97 01/08/00 01/08/06
One 2 One
Clarborough Mercury 5905 96634 3 01/10/96 01/01/10 99/10/99
One 2 One
Clevedon Mercury 6141 94078 12 01/10/96 01/10/99 30/09/08
One 2 One
Clyro Mercury 7686 94214 12 01/12/98 01/12/01 28/11/10
One 2 One
▇▇▇▇▇▇ Mercury 5939 97173 3 01/08/97 01/08/00 31/07/00
One 2 One
Corfe Castle Mercury 6850 92524 12 01/12/97 01/12/00 30/11/09
One 2 One
STATION NAME SHARER NAME SS NO. Cell ID Licence Term Start Date Start Date 2 Review Date Licence Expiry Date
Corwen Mercury 7687 94311 12 01/12/98 01/12/01 30/11/10
One 2 One
Cow Hill Mercury 7445 97919 12 01/10/98 01/10/01 30/09/10
One 2 One
Creteway Down Mercury 5637 94661 12 01/01/96 01/01/02 31/12/07
One 2 One
Daventry Mercury 1344 93155 12 01/01/94 01/01/97 01/01/00 31/12/08
One 2 One
Deiniolen Mercury 6950 97179 3 01/08/97 01/08/99 31/07/00
One 2 One
Dolgellau Mercury 7896 94318 12 01/12/98 01/12/01 30/11/10
One 2 One
Dorking Mercury 5708 90617 12 01/07/96 01/07/99 30/06/08
One 2 One
Dunkeld Mercury 7446 94261 12 01/10/98 01/10/01 28/09/10
One 2 One
Durham Mercury 5896 96992 3 01/10/96 01/10/99 01/10/99
One 2 One
East ▇▇▇▇▇▇▇▇▇ Mercury 5529 12 01/09/96 01/09/99 31/08/08
One 2 One
Ebbw Vale Mercury 7101 92962 12 01/12/97 01/12/00 28/11/09
One 2 One
Exeter MF Mercury 5995 92340 12 01/11/96 01/11/99 31/10/08
One 2 One
▇▇▇▇▇▇ Mercury 6930 12 01/11/96 31/10/99 31/10/08
One 2 One
Findon Mercury 1416 94532 12 01/02/95 01/02/01 31/01/07
One 2 One
Fishguard Mercury 7461 94220 12 01/04/98 01/04/01 31/03/10
One 2 One
Fort ▇▇▇▇▇▇▇ Mercury 7449 97978 12 01/12/98 01/12/01 30/11/10
One 2 One
Geddington Mercury 5940 96585 3 01/01/97 01/01/00 01/01/00
One 2 One
Glossop Mercury 1469 95054 12 01/08/96 01/08/99 31/07/08
One 2 One
Grantown Mercury 7736 97971 12 01/12/98 01/12/01 30/11/10
One 2 One
Great Missenden Mercury 1200 91297 12 01/05/93 01/05/96 01/05/99 30/04/08
One 2 One
Guildford Mercury 1239 202-11A 12 01/09/93 01/09/96 01/09/99 31/08/08
One 2 One
Guisborough Mercury 6129 96791 3 01/01/97 01/01/99 01/01/00
One 2 One
Haltwhistle Mercury 5963 97225 3 01/01/97 01/01/00 01/01/00
One 2 One
Hameldon Hill Mercury 5943 6104T 3 01/01/97 01/01/00 01/01/00
One 2 One
Hannington Mercury 1448 94500 12 01/11/95 31/11/01 31/10/07
One 2 One
Haslemere Mercury 5649 94718 12 01/05/96 01/05/99 30/04/08
One 2 One
Hastings Mercury 5526 94764 12 01/05/97 30/05/00 30/04/09
One 2 One
Haverfordwest Mercury 7462 94225 12 01/09/98 01/09/01 29/08/10
One 2 One
Hazler Hill Mercury 6879 12 01/05/98 01/05/01 30/04/10
One 2 One
Heathfield Mercury 5557 94641 12 01/04/96 01/04/99 31/03/08
One 2 One
Helston Mercury 7475 94288 12 01/10/98 01/10/01 30/09/10
One 2 One
▇▇▇▇▇▇-On-Thames Mercury 958 91226 12 01/06/93 01/06/99 31/05/05
One 2 One
High ▇▇▇▇▇▇▇ Mercury 5922 36780 3 01/10/96 01/10/99 01/10/99
One 2 One
High Wycombe Mercury 1199 91214 12 01/05/93 01/05/99 30/04/05
One 2 One
Holme ▇▇▇▇ Mercury 1462 95047 12 01/08/96 01/08/99 31/07/08
One 2 One
Hunmanby Mercury 6130 96759 3 01/01/97 01/01/00 01/01/00
One 2 One
Icomb Hill Mercury 6137 92764 12 01/05/97 01/05/00 30/04/09
One 2 One
Kendal Mercury 6113 97205 3 01/01/97 01/01/00 01/01/00
One 2 One
Kenley Mercury 915 90305 12 01/12/92 01/12/01 30/11/04
One 2 One
▇▇▇▇▇ Mercury 7463 94327 12 01/04/98 01/04/01 31/03/10
One 2 One
Kidderminster Mercury 1419 94058 12 01/05/95 01/05/98 30/04/07
One 2 One
Kilmacolm Mercury 5929 97682 3 01/01/97 01/01/00 01/01/00
One 2 One
Kilvey Hill Mercury 5898 92103 12 01/10/96 01/10/99 30/09/08
One 2 One
▇▇▇▇ ▇'▇▇▇▇▇▇ Mercury 5937 92047 3 01/10/96 01/10/99 01/10/99
One 2 One
Kirkton Mailer Mercury 6871 97705 3 01/10/97 01/10/99 30/09/00
One 2 One
STATION NAME SHARER NAME SS NO. Cell ID Licence Term Start Date Start Date 2 Review Date Licence Expiry Date
Ladder Hill Mercury 6982 93907 3 30/09/97 30/09/00 29/09/00
One 2 One
Leek Mercury 6983 93919 3 30/09/97 30/09/00 01/10/00
One 2 One
Llanbrynmair Mercury 7690 94323 12 01/12/98 01/12/01 30/11/10
One 2 One
Llandinam Mercury 7464 94330 12 01/09/98 01/09/01 31/08/10
One 2 One
Llandrindod ▇▇▇▇▇ Mercury 7692 94204 12 01/12/98 01/12/01 30/11/10
One 2 One
Llanelli Mercury 6819 92258 12 01/05/97 01/05/00 30/04/09
One 2 One
Llangeinor Mercury 6997 92933 12 01/09/97 01/09/99 31/08/09
One 2 One
Llangollen VHF Mercury 5979 3 01/08/97 01/08/99 31/07/00
One 2 One
Llwyn Onn Mercury 7648 94319 12 01/11/98 01/11/01 29/10/10
One 2 One
Long Mountain Mercury 6984 94916 3 30/09/97 30/09/00 29/09/00
One 2 One
Ludlow Mercury 6120 97145 3 01/07/97 01/07/00 02/07/00
One 2 One
Luton Mercury 867 90334 12 01/08/93 01/08/96 01/08/99 31/07/08
One 2 One
Madingley Mercury 5569 94682 12 01/07/95 01/07/01 30/06/07
One 2 One
Maesteg Mercury 6949 92268 12 01/09/97 01/09/00 31/08/09
One 2 One
Malvern Mercury 1388 94005 9 01/07/97 01/07/00 01/07/06
One 2 One
Manningtree Mercury 6169 96400 12 01/06/97 01/06/00 31/05/09
One 2 One
Mansfield Mercury 5941 96668 3 01/07/97 01/07/00 30/06/00
One 2 One
▇▇▇▇▇▇ Bottom Mercury 954 91101 12 01/05/93 01/05/99 30/04/05
One 2 One
▇▇▇▇▇▇▇ Mercury 7557 97940 12 01/10/98 01/01/01 28/09/10
One 2 One
Mendip Mercury 6114 THS 12 01/12/96 01/12/99 30/11/08
One 2 One
Merseyside Mercury 1398 5504T 18 mths 01/07/96 01/07/96 01/07/98
One 2 One
Merthyr Tydfil Mercury 6108 92162 12 01/11/96 01/11/99 31/10/08
One 2 One
Mickleham Mercury 5812 90629 12 01/01/97 01/01/00 31/12/08
One 2 One
Midhurst Mercury 1423 50034 12 01/01/95 01/01/01 31/12/06
One 2 One
Millburn ▇▇▇▇ Mercury 7159 97665 3 01/04/98 01/04/01 02/04/01
One 2 One
Morecambe Bay Mercury 6985 94900 3 30/09/97 30/09/00 01/10/00
One 2 One
▇▇▇▇▇▇▇▇▇ Braes Mercury 5930 97659 3 01/10/96 01/10/99 01/10/99
One 2 One
Newmarket Hill Mercury 5524 94656 12 01/01/96 01/01/02 31/12/07
One 2 One
▇▇▇▇▇▇ Mercury 5895 97031 3 01/10/96 01/10/99 01/10/99
One 2 One
Oakeley Mynd Mercury 6885 97141 12 01/04/98 01/04/01 31/03/10
One 2 One
Okehampton Mercury 7476 94263 12 01/10/98 01/10/01 30/09/10
One 2 One
▇▇▇▇▇▇'▇ Mount Mercury 5989 96785 3 01/10/97 01/10/99 30/09/00
One 2 One
Penmaen Rhos Mercury 6889 97188 3 01/08/97 01/08/00 31/07/00
One 2 One
Pennar Mercury 6948 92248 12 01/09/97 01/09/00 29/08/09
One 2 One
Penrhyn-Coch Mercury 7700 94331 12 01/11/98 01/11/01 31/10/10
One 2 One
Penryn Mercury 7477 94285 12 01/10/98 01/10/01 28/09/10
One 2 One
Perranporth Mercury 7619 94294 12 01/11/98 01/11/01 29/10/10
One 2 One
Peterborough Mercury 6154 96416 12 01/06/97 01/06/00 31/05/09
One 2 One
Pitlochry Mercury 7555 97911 12 01/10/98 01/10/01 30/09/10
One 2 One
Pontop Pike Mercury 5936 97044 3 01/10/96 01/10/99 01/10/99
One 2 One
Pontypool Mercury 6103 92190 12 01/04/97 01/04/00 31/03/09
One 2 One
▇▇▇▇▇ Mercury 1412 94552 3 01/08/97 01/08/99 31/07/00
One 2 One
Porth Mercury 6102 92183 12 01/01/97 01/01/00 31/12/08
One 2 One
Redruth Mercury 6986 94901 3 30/09/97 30/09/00 01/10/00
One 2 One
Reigate Mercury 1181 500154 12 01/12/92 01/12/01 30/11/04
One 2 One
Rheola Mercury 6797 45024 12 01/04/97 01/04/00 31/03/09
One 2 One
STATION NAME SHARER NAME SS NO. Cell ID Licence Term Start Date Start Date 2 Review Date Licence Expiry Date
Rhymney Mercury 7018 92151 12 01/09/97 01/09/99 29/08/09
One 2 One
Richmond Mercury 6131 97006 3 01/03/97 01/03/00 29/02/00
One 2 One
Rosemarkie Mercury 7454 97943 12 01/11/98 01/11/01 31/10/10
One 2 One
Rowridge Mercury 1425 34584 12 01/05/95 01/05/01 30/04/07
One 2 One
Salisbury Mercury 5996 32900 1 01/07/97 01/01/98 31/12/98 01/01/99
One 2 One
Sandale Mercury 6987 94918 3 30/09/97 30/09/00 29/09/00
One 2 One
Scarborough Mercury 6127 96704 3 01/03/97 01/03/02 29/02/00
One 2 One
Seaham Mercury 5897 96986 3 01/10/96 01/10/99 01/10/99
One 2 One
Sheffield Mercury 1379 30010 9 01/07/97 01/07/00 01/07/06
One 2 One
Shotleyfield Mercury 6881 97029 3 01/10/97 01/10/99 02/10/00
One 2 One
South Knapdale Mercury 7560 97860 12 01/10/98 01/10/01 28/09/10
One 2 One
St. Marks Mercury 1266 THS 201-6 12 01/09/93 01/09/96 01/09/99 31/08/08
One 2 One
Storeton Mercury 1382 93579 12 01/05/97 01/05/00 30/04/09
One 2 One
Sudbury Mercury 5990 7106T 3 01/02/97 01/02/00 01/02/00
One 2 One
▇▇▇▇▇▇ Coldfield Mercury 939 501474 12 01/01/94 01/01/97 31/12/05
One 2 One
Tarbert Loch Fyne Mercury 7932 97859 12 01/12/98 01/12/01 30/11/10
One 2 One
Tideswell Moor Mercury 6988 93909 3 30/09/97 30/09/00 01/10/00
One 2 One
Ton Pentre Mercury 6104 92185 12 01/02/97 01/02/00 31/01/09
One 2 One
Torosay Mercury 7566 97921 12 01/10/98 01/10/01 28/09/10
One 2 One
Tunbridge ▇▇▇▇▇ Mercury 1240 500589 12 01/09/93 01/09/95 01/09/98 28/08/07
One 2 One
Waltham Mercury 5909 96616 3 01/12/96 01/12/99 01/12/99
One 2 One
Wenvoe Mercury 5861 92090 12 01/11/96 01/11/99 31/10/08
One 2 One
West Runton Mercury 5976 96417 3 01/11/96 01/11/99 01/11/99
One 2 One
Westwood Mercury 1418 94047 12 01/11/95 01/11/01 31/10/07
One 2 One
Weymouth Mercury 6795 92476 12 01/06/97 01/06/00 31/05/09
One 2 One
Whitehaven FM Mercury 6989 94902 3 30/09/97 30/09/00 30/09/00
One 2 One
Whitehawk Hill Mercury 1417 94540 12 01/09/94 01/09/00 31/08/06
One 2 One
▇▇▇▇▇▇▇▇▇▇▇▇ Mercury 6884 97140 3 01/12/97 01/12/00 02/12/00
One 2 One
Windermere Mercury 6990 94917 3 30/09/97 30/09/00 01/10/00
One 2 One
Winterborne ▇▇▇▇▇▇▇▇▇ Mercury 7540 708168 12 01/11/98 01/11/01 31/10/10
One 2 One
Wooburn Mercury 6087 91318 12 01/07/97 01/07/00 30/06/09
One 2 One
Wrotham Mercury 6171 91311 12 01/07/97 01/07/00 30/06/09
One 2 One
Schedule 2
The Sites
Schedule 3
List of Third Party Site Sharing Contracts
It is agreed this list will be provided by One 2 One on or after completion,
Schedule 4
Assignment Protocol
On the date of execution of the Management Agreement , or in respect of One 2
One New Sites on the date the said sites become the responsibility of CTI under
the terms of the Management Agreement , One 2 One will
. hand over the Limited Power of Attorney in favour of CTI,
. deliver all the title deeds to the Properties to CTI's solicitors
together with any relevant Properties documents and other available
information including reports on title, planning consents, and Third
Party Site Sharing Contracts
. give written confirmation to CTI's Solicitors that all Security
Interests and Guarantees given by One 2 One in respect of the Property
have been or will be released before completion of the assignment; and
. deliver to CTI a list of Assets (including the Tower) transferred or to
be transferred with the Properties
Schedule 5
Assignment Deed for the Properties
Date: 1999
[ . ]
(1)
Castle Transmission International Ltd
(2)
ASSIGNMENT
THIS ASSIGNMENT is made the 1999
BETWEEN:
(1) [Insert name of relevant assignor] whose regional office is at ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ("One 2 One")
(2) CASTLE TRANSMISSION INTERNATIONAL LTD whose registered office is at Warwick
Technology Park, Gallows Hill, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ("CTI")
WHEREAS:
(A) by the lease or leases ("the Leases)" short particulars of which are set
out in the schedule hereto the premises mentioned in the said schedule
("the Premises") were demised for the term or terms ("the Terms") and
subject to the rent reserved by and the tenant's or lessee's covenants and
the conditions contained in the Leases;
(B) One 2 One has agreed to assign the Premises to CTI in consideration only of
the covenant by CTI implied as mentioned below
NOW THIS DEED WITNESSES:
1. As agreed One 2 One assigns the Premises to CTI for the unexpired residue
of the Terms subject to the Assignee paying the rent reserved by and
observing the lessees' covenants and the conditions contained in the Leases
for the residue of the Terms or (in the case of any leases which are "new"
tenancies for the purposes of the Landlord and Tenant (Covenants) Act 1995)
whilst the relevant Terms are vested in it).
2. There are implied into this Deed such covenants (by One 2 One and CTI
respectively) as would have been implied had this Deed been a conveyance
for valuable consideration and in which One 2 One conveyed and was
expressed to convey with full title guarantee
IN WITNESS of which this Deed has been duly executed by One 2 One the date first
before written
The Schedule
Particulars of the Lease(s)
Date Parties The Premises The Term Current Annual Rent
---- ------- ------------ -------- -------------------
THE COMMON SEAL of.................. )
was hereunto.................. )
affixed in the presence of:.................. )
............................ Director
............................ Secretary
Schedule 6
New Sites Protocol
1. One 2 One will free issue any One 2 One Retained Apparatus to be installed
on the new greenfield sites together with a Tower design specification for
the purposes of identifying Reserved Capacity and meet the cost of the New
Assets installed by the ADC Contractor to meet One 2 One's Permitted
Equipment specification. One 2 One will also meet the development costs of
such new greenfield sites including acquisition, design and legal costs,
provided that where legal work has not already commenced, early access or
any other operational requirements are not compromised and the landlord is
willing, CTI may at any time during the period of 3 years from the
Framework Commencement Date take over responsibility to complete the legal
acquisition of such new greenfield sites in its own name and at its own
cost and will procure the Landlord and all others with a superior interest
in the CTI New Sites consent in writing to the occupation of the CTI New
Sites by One 2 One and will use all reasonable endeavours not to agree any
restrictions on access to the CTI New Sites for One 2 One's Permitted Use
and any such restrictions will require the consent of One 2 One (such
consent not to be unreasonably withheld or delayed ) To the extent One 2
One has paid a premium in place of rent, then CTI will reimburse such
premium to One 2 One.
2. One 2 One will use all reasonable endeavours to permit CTI to require the
ADC Contractor to modify the design and construction of New Sites to meet
CTI's business interests and to enable CTI to better perform its rights and
obligations under the Management Agreement provided in doing so: -
(a) CTI agrees to meet any additional costs and expenses incurred in
consequence which exceed those applicable to One 2 One's Permitted
Equipment specification , including
(i) incentive payments to third party ADC Contractors in order that
they submit an alternative planning application in accordance
with CTI's requirement for the relevant New Site to run in
parallel with but without prejudice to any application made by
such third party ADC Contractor for One 2 One's Permitted
Equipment specification;
(ii) incentive payments to the third party ADC Contractor in order to
acquire the New Site in a condition more suitable for multi-
occupational site sharing provided such incentives do not exceed
any bonuses offered by One 2 One for meeting or exceeding the New
Site delivery timetable set out in One 2 One's Permitted
Equipment specification.
(b) a dual purpose base designed by CTI may be substituted for One 2 One's
standard mast base set out in One 2 One's Permitted Equipment
specification provided that CTI pay any difference in costs arising as
a result of making this substitution
(c) Subject to sub-paragraph (d) below, an alternative Tower may be
substituted by CTI for One 2 One's free issue Tower provided the
alternative CTI Tower is capable of carrying One 2 One's Permitted
Equipment specification and One 2 One shall where CTI has elected not
to use a free issue Tower provided by One 2 One pay to CTI a
contribution equal to the cost of the Tower requisite for the
Permitted Equipment specification which One 2 One would otherwise have
installed and CTI will agree with One 2 One a Tower design
specification for the purpose of identifying Reserved Capacity.
(d) in making any arrangements with the third party ADC Contractor CTI
will not seek to carry out any modifications or alterations to One 2
One's Permitted Equipment specification which:
(i) jeopardise the timetable for access by One 2 One to the relevant
New Site; or
(ii) adversely compromise One 2 One's Permitted Equipment
specification or One 2 One's Permitted Use; or
(iii) compromise One 2 One's rights under the Master Site Sharing
Agreement as amended by the Special Conditions in relation to the
relevant New Site.
2. The rates payable by One 2 One on New Sites shall be the lower of the rates
payable on the hypothetical site which would have been built in accordance
with One 2 One's Permitted Equipment specification for its sole occupation
or a fair proportion (according to user) of the rates payable for the site
as built.
3. Where One 2 One completes the acquisition of New Site then such site shall
on completion form part of the portfolio of sites from time to time managed
by CTI under the Site Management Agreement and the parties shall record
such inclusion by formally completing a memorandum within 10 working days
of such completion to be annexed to the Site Management Agreement.
4. One 2 One shall instruct its ADC Contractors in relation to this Protocol
and shall at all times during the Term give CTI sufficient advance details
of new greenfield sites and Non-Compliant Greenfield Sites being acquired
to enable CTI to establish the New Sites Protocol and manage their
incorporation, if appropriate, into the Site Management Agreement
Schedule 7
Site Management Agreement