Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K 1997 Form 10-K 87± 463K
2: EX-10.02 Dean Witter Adoption Agreement and 401(K) Plan 33± 109K
3: EX-10.21 Sublease for Transponder Agmt. Dated May 2, 1997 14± 51K
4: EX-10.32 6th Amend. to J. Roger Faherty's Employment Agmt. 2 14K
5: EX-10.33 1/1/98 Letter Agmt for Astra 1B Transponder Svcs 3± 12K
6: EX-21.01 Subsidiaries of the Registrant. 1 6K
7: EX-23.01 Consent of Grant Thornton LLP 1 6K
8: EX-23.02 Consent of Coopers & Lybrand L.L.P. 1 6K
9: EX-27.00 Financial Data Schedule 1 10K
EX-10.33 — 1/1/98 Letter Agmt for Astra 1B Transponder Svcs
19 January 1998
TO: Home Video Channel Ltd.
Aquis House
Station Road
Hayes
Middlesex
UB3 4DX
("HVC")
FROM: British Sky Broadcasting Limited
Grant Way
Isleworth
Middlesex
TW7 5QD
("Sky")
Dear Sirs
Re: THE ADULT CHANNEL (the "Channel")
We refer to the following documents:
(a) A letter from Sky to HVC dated 21 August 1997, signed by both parties
(the "Letter).
(b) An agreement between Societe Europeene des Satellites SA ("SES") and
Sky dated 30 August 1996 for the use of analogue transponder capacity
on ASTRA 1B Satellite (the "Head Lease").
1. The Letter sets out, without limitation, the main commercial terms on which
Sky will sub-lease to HVC certain Astra non-pre-emptible capacity on
Transponder 24 of the Astra 1B satellite (the "Capacity") for the purpose
of the transmission of the Channel.
2. This letter of agreement ("Agreement") confirms the key commercial terms
as follows (subject to paragraph 5 below):
(i) The Capacity will be provided from 1 August 1998 to the expiry
of the term of the Head Lease or 31 December 2002, whichever
is the earlier (the "Term).
(ii) The Capacity will be provided in analogue form on Transponder
24 of Astra 1B.
(iii) The hours of transmission of the Channel will be from midnight
to 0400, seven (7) days per week.
(iv) HVC will pay to Sky 900,000 Pounds plus UK Value Added Tax
("VAT") per annum during the Term in consideration of the
provision of the Capacity. The said sum shall, with effect
from 1 August 1999 be subject to corresponding increases to
the Retail Prices Index ("RPI") during the preceding twelve
months. Payment will be made each year during the Term by HVC
in twelve equal monthly installments in advance on the first
day of each month, commencing on 1 August 1998. For the
avoidance of doubt, failure by HVC to broadcast the Channel
during the Term shall not relieve it in any way of its
obligations to make payment to Sky hereunder.
(v) HVC will pay to Sky 66,000 Pounds plus VAT per annum during
the term in consideration of the provision by Sky of uplinking
services to Transponder 24 on Astra 1B. The said sum shall,
with effect from 1 August 1999 be subject to corresponding
increases to the RPI during the preceding twelve months.
Payment will be made each year during the Term by HVC in
twelve equal monthly installments in advance on the first day
of each month, commencing on 1 August 1998. For the avoidance
of doubt, HVC shall at all times during the term be
responsible at its sole cost for delivering the Channel's
signal to Sky's uplink site.
3. Sky and HVC will use their respective best endeavours to execute a long
form transponder agreement in respect of the Capacity and an agreement in
respect of the applicable uplink services (the "New Agreements"} by a ate
no later than 00:01 on 1 August 1998 (the "Start Date"), to give effect to
the matters referred to in paragraph 2 above.
4. If the New Agreements have not been executed by the Start Date, Sky and HVC
will continue to use their best endeavours to execute such documents as
soon as possible after the Start Date and, until such times as the New
Agreements are executed, Sky shall, as from the Start Date, sub-lease the
Capacity to HVC and provide the corresponding uplinking services and the
terms on which Sky shall do so shall be as follows:
(i) Each of the provisions of paragraph 2 above shall apply in its
entirety.
(ii) In respect of the Capacity, HVC shall do all that is necessary
to conform with all material terms of the Head Lease as if it
were an original party thereto and shall indemnify and keep
Sky fully indemnified in respect of any breach by Sky of the
Head Lease cause by an act or omission of HVC.
(iii) In respect of the uplinking services, HVC will comply with all
the provisions of Sky's standard form uplinking agreement for
Transponder 24 from time to time, a copy of which will be
provided by Sky to HVC prior to the Start Date if a long form
agreement in respect of uplinking services has not been
executed by parties prior to the Start Date.
5. The provision by Sky to HVC of the Capacity is conditional upon Sky first
being able to obtain such consents as may be necessary from SES in respect
thereof and Sky agrees to use all reasonable endeavours to obtain such
consent prior to the Start Date.
6. In the event of any conflict between the Letter, this Agreement and any
other document signed by the parties relating to the provision of capacity
and uplinking for the Channel, the terms and conditions of this Agreement
shall prevail.
7. The contents of this Agreement shall be confidential and shall at all times
remain so prior to, during and after the expiry of the Term save to the
extent that it is necessary for the parties to communicate to subscribers
and potential subscribers the fact that the Channel will, from the Start
Date, move from Transponder 54 to Transponder 24 and save as may be
required to be disclosed by any applicable law or regulation or
requirements of any relevant stock exchange or regulatory authority.
8. This Agreement is legally binding on Sky and HVC and shall be governed by
English law.
9. Sky may assign or sub-licence its rights thereunder without restriction.
HVC shall not assign, sub-let, licence or otherwise allow any third party
to exercise any of its rights under this Agreement without having first
obtained the prior written consent of Sky, such consent not to be
unreasonably withheld or delayed.
10. To the extent that any provision of this Agreement constitutes a
restriction or an information provision within the meaning of the
Restrictive Trade Practices Act 1976 so as to make this Agreement
registrable under that Act, no such provision shall come into effect until
such time as particulars of this Agreement have been furnished to the
Director General of Fair Trading, in accordance with that Act.
/s/ D. Stewart 2/2/98
----------------------------------------------------- -----------------
For and on behalf of British Sky Broadcasting Date
Limited
/s/ Jeremy Yates 29/01/98
----------------------------------------------------- -----------------
For and on behalf of Home Video Channel Date
Limited
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