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EXHIBIT 10.2
DATED 31ST MAY, 2000
(1) ADVANCED PROPERTY SERVICES LIMITED
(2) LONGFORD BUSINESS CENTRES LIMITED
-------------------------
AGREEMENT
for the sale and purchase
of
Orchard Lea
Winkfield Berkshire
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McLellans
Old Cross House
Old Cross
Hertfordshire
SG14 1RB
Tel : 01992 300800
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INDEX
<TABLE>
<S> <C> <C>
1: SALE AND PURCHASE ...................................................... 2
2: DEPOSIT.................................................................. 2
3: CAPACITY OF SELLER....................................................... 2
4: MATTERS OF PUBLIC RECORD................................................. 3
5: COMPLETION............................................................... 3
6: NAMED BUYER TO BUY....................................................... 3
7: DEDUCTION OF TITLE....................................................... 3
8: MATTERS TO WHICH PROPERTY IS SUBJECT AND PLANNING........................ 3
9: SURRENDER AND GRANT OF NEW LEASES........................................ 4
10: INDEMNITY................................................................ 6
11: VAT...................................................................... 7
12: BUYER'S RISK............................................................. 7
13: ASSIGNMENT ON WARRANTIES................................................. 7
14: STANDARD CONDITIONS OF SALE.............................................. 7
15: NOTICES.................................................................. 10
16: NO REPRESENTATION........................................................ 10
17: JOINT AND SEVERAL LIABILITY.............................................. 10
18: ENTIRE AGREEMENT......................................................... 10
SCHEDULE 1 The Price............................................................ 11
SCHEDULE 2 The Property......................................................... 11
</TABLE>
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THIS AGREEMENT is made the 31st day of May 2000
BETWEEN:-
(1) ADVANCED PROPERTY SERVICES LIMITED whose registered office is situated
at Orchard Lea
Winkfield Lane Winkfield Berkshire SL4 4RU ("the Seller") and
(2) LONGFORD BUSINESS CENTRES LIMITED whose registered office is situated at
16 Hanover Square London W1R 9AJ ("the Buyer")
WHEREBY IT IS AGREED as follows:-
1: SALE AND PURCHASE AND LEASES
The Seller shall sell and the Buyer shall purchase at the price
specified in Schedule 1 ("the Price") the freehold property ("the
Property") specified in Schedule 2
2: DEPOSIT
The Buyer shall on or before the date hereof pay a deposit of ten per
cent of the Price (together with VAT thereon) ("the Deposit") to the
Seller's solicitors McLellans of Old Cross House Old Cross Hertfordshire
SG14 1RD as stakeholder by telegraphic transfer to the Seller's solicitors
client account and the balance of the purchase price shall be paid upon
completion such deposit shall not in any circumstances (save where the
Seller fails to complete within the period specified in a valid notice to
complete served by the Buyer following default by the Seller or if the
condition precedent set out in clause 9.7 is not satisfied and notice is
served pursuant to clause 9.8 hereof) be refundable and any interest earned
on the deposit shall belong to the Seller
3: CAPACITY OF SELLER
The Seller sells with full title guarantee
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4: MATTERS OF PUBLIC RECORD
For the purposes of Section 6(2)(a) of the Law of Property
(Miscellaneous Provisions) Act 1995 all matters now recorded in registers
open to public inspection are to be considered within the actual knowledge
of the Buyer
5: COMPLETION
The sale of the Property shall be completed on or before the 30th day of
June 2000 at the offices of the Seller's solicitors or at such other place
as the Seller may reasonably require
6: NAMED BUYER TO BUY
The Seller shall not be obliged to transfer the Property to any person
or body other than the Buyer
7: DEDUCTION OF TITLE
The Seller's title is registered at HM Land Registry with Absolute
freehold title under Title Number BK55435 and copies of the entries on the
register of that title as at 20th March 2000 having been supplied the Buyer
shall be deemed to buy with full knowledge of all matters contained or
referred to in them and shall raise no objection or requisition in respect
of them
8: MATTERS TO WHICH PROPERTY IS SUBJECT AND PLANNING
8.1 The Property is sold subject to and with the benefit of (as the
case may be):
8.1.1 all entries on the Property Register of Title Number BK55435 and
the stipulations restrictions and covenants contained in the
instruments mentioned therein and in the entries numbered 1 to 5
in the Charges Register of the said Title Number to the extent
that they are subsisting and capable of being enforced and no
objection or requisition shall be raised in respect of them
8.1.2 all actual or proposed charges notices orders restrictions
agreements conditions or other matters arising under the Town &
Country Planning Acts
8.1.3 all matters registerable by any competent authority pursuant to
statute
8.1.4 all requirements of any competent authority and
8.1.5 all matters disclosed or reasonably to be expected to be
disclosed by searches or as the result of inspections or
enquiries (formal or informal) and whether made in person by
writing or orally by or for the Buyer or which a prudent buyer
ought to make
8.1.6 the Leases
8.2 In Clause 8.1.4 the expression "competent authority" means a
local authority or other body acting on statutory authority or
under a Royal Charter and the expression "requirement" includes
any notice order or proposal (whether or not subject to
confirmation)
8.3 No warranty is given as to the authorised use of the Property for
the purpose of the Town & Country Planning Acts
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9: SURRENDER AND GRANT OF NEW LEASES
9.1 The Seller shall use all reasonable endeavours to procure that
Cronos Containers Limited ("the Tenant") shall before completion
effect a surrender of the Tenant's lease of part of the Property
referred to in entry number 6 in the Charges Register of Title
Number BK55435 such surrender to be in the form annexed ("the
Surrender")
9.2 The Seller shall on completion deliver to the Buyer the following
documents in relation to such surrender
9.2.1 The Land or Charge Certificate relating to Title Number
BK306775
9.2.2 Land Registry form DS1 in relation to the charge
registered as entry 2 on the Charges Register of title
number BK306775
9.2.3 The Surrender or Transfer effecting surrender duly
executed by the Seller and the Tenant
9.2.4 The consent of the Chargees of the registered charges
referred to in entries 7 and 9 of the Charges Register of
title number BK55435 to the acceptance by the Seller of
such surrender
9.2.5 A completed and signed Land Registry Form AP1 in relation
to such surrender with a cheque to HM Land Registry for
the appropriate fee
9.2.6 A completed and signed PD form in relation to such
surrender
9.3 The Seller shall pay Land Registry fees in connection with the
registration of such surrender and the closure of title number
BK306775 and shall use all reasonable endeavours to comply with
all requisitions raised by HM Land Registry in connection
therewith so as to procure that entry number 6 on the Charges
Register of title number BK55435 is removed
9.4 The Seller and the Tenant shall prior to completion make
application for and obtain an order under Section 38(4)(a) of the
Landlord and Tenant Act 1954 authorising the exclusion of
Sections 24-28 of the Landlord and Tenant Act 1954 in relation to
each of the tenancies to be created pursuant to clause 9.5 hereof
9.5 The Seller shall forthwith on completion of the surrender grant
and before or on completion of the purchase of the Property
procure that the Tenant shall accept two leases ("the Leases") in
the form of the agreed drafts annexed to this Agreement
9.6 The rents first and secondly reserved by the Leases shall belong
to the Seller and shall not be apportioned on completion
9.7 The completion of the surrender and the grant of the Leases
provided for in this clause 9 shall be a condition precedent and
completion of the sale of the Property shall not take place until
the same shall have been effected.
9.8 In the event that the condition precedent referred to in clause
9.7 has not been satisfied by a date which is two months from the
date hereof then either party hereto may serve seven days' notice
on the other party determining this Agreement and on the expiry
of such notice this Agreement shall forthwith determine and the
Deposit shall be repaid to the Buyer and a credit note shall be
provided by the Seller against any VAT invoice previously issued
10: INDEMNITY
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10.1 The transfer to the Buyer shall contain a covenant by the Buyer
that the Buyer and the persons deriving title through or under
the Buyer will at all times thenceforth observe and perform the
restrictions and stipulations referred to in clause 8.1.1 above
and shall indemnify and keep indemnified the Seller from and
against all proceedings costs claims and expenses arising out of
any future breach or non-performance thereof
10.2 10.2.1 The transfer to the Buyer shall contain a covenant by the
Buyer and that the Buyer and the persons deriving title
through or under the Buyer will at all times observe and
perform the covenants on the part of the lessor contained
in the Leases and shall indemnify and keep fully and
effectually indemnified the Seller from and against all
proceeding costs and claims and expenses arising out of
any future breach or non-performance thereof
10.2.2 The transfer of the Property shall contain the following
declaration :- "For the purposes of section
6(2)(a) of the Law of Property (Miscellaneous Provisions)
Act 1994 all matters recorded in registers open to public
inspection are to be considered within the actual
knowledge of the Buyer"
11: VAT
The Price and any other consideration payable to the Seller under this
Agreement is or are exclusive of value added tax which shall on completion
be paid by the Buyer (in addition to the Price) at the appropriate rate
12: BUYER'S RISK
The Property shall be at the risk of the Buyer with effect from the date
of this Agreement
13: ASSIGNMENT OF WARRANTIES
The Seller shall on completion deliver to the Buyer a duly executed
assignment in the form annexed of the benefit of the building contractors
and professionals warranties listed in such form of assignment to the Buyer
14: STANDARD CONDITIONS OF SALE
14.1 In this Agreement the "Standard Conditions" means the Standard
Conditions of Sale (Third Edition) as printed in the Contract
form embodying those conditions published by the Solicitors Law
Stationery Society Limited
14.2 The Standard Conditions (excluding Conditions 2.2.1, 2.2.3,
3.1.3, 4.2.1, 4.3.2, 5.1, 5.2.4, 6.7(a) and (b), 7.3 and
7.6.2(a)) shall (subject to Clause 14.3 below) apply to this
Agreement to the extent that they apply to a sale by private
treaty, relate to freehold property and are not varied by or
inconsistent with the express conditions of this Agreement
14.3 In the application to this Agreement of the Standard Conditions:-
14.3.1 The "COMPLETION DATE" means the date specified in Clause 5
above
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14.3.2 The "CONTRACT RATE" means an annual of interest higher by
four percentage points than the base lending rate from
time to time of Barclays Bank plc
14.3.3 "CLEARING BANK" means a Town Clearing branch of a clearing
bank (as defined in Standard Condition 1.1.1)
14.3.4 In Standard Condition 3.1.2(c) the words "and could not"
shall be deleted
14.3.5 In Standard Condition 6.1 reference to 1pm shall be
substituted for references to 2.00pm
14.3.6 The following provision will be substituted for Condition
6.3:-
"6.3 Unless the Seller remains in physical occupation of
the Property the Buyer shall be liable for all
outgoings payable in respect of the Property from
the completion date and as at such date all such
rates and other outgoings payable in respect of the
Property shall be apportioned accordingly"
14.3.7 The following conditions shall be added to Standard
Condition 6.
"6.9 COMPLETION BY POST AND PAYMENT BY DIRECT CREDIT
6.9.1 If the parties agree that completion shall be
effected through the post, completion shall take
place when all the money due on completion
including any interest is paid to the Seller and
the Seller's solicitors hold to the order of the
Buyer all the documents to which he is entitled on
completion
6.9.2 For the purposes of this Condition money is paid
when the Seller receives payment by a method
specified in condition 6.7 above and where the
parties have agreed upon a direct credit to a bank
account at a specified branch, payment is made when
that branch receives the credit
14.3.8 The following words shall be added to Standard Condition
7.1.1. immediately after the words "leading to it" "or any
written statement made by the Seller's solicitors on which
the Buyer is entitled to rely"
14.3.9 The following provisions will be substituted for Condition
7.3
"7.3.1 If completion is delayed otherwise than as a result
of default by the Seller then the Buyer shall pay
compensation to the Seller calculated on the
balance of the purchase price less the deposit paid
at the contract rate for the period
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from the completion date until the earlier of the
date of actual completion and the date of
determination of this Agreement whether by
rescission or otherwise
7.3.2 The Seller will be entitled both to income and to
compensation if there is a delay in completion
beyond the completion date other than a delay due
to default by the Seller"
7.3.3 The Buyer shall pay on demand the Seller's
solicitors costs of Pound Sterling85 for preparing
and serving a notice to complete under condition
6.8.1
7.3.4 The Seller's solicitors shall be entitled to retain
all title deeds to the Property until receipt of
all sums due to the Seller hereunder
14.3.10 Under condition 7.5 if the Seller resells the Property
within one year following the Buyer's failure to comply
with a notice to complete the Seller may claim as
liquidated damages any loss incurred on the re-sale
including the additional costs and expenses of the re-sale
15 NOTICES
15.1 Any notice to be given hereunder shall be in writing and may be
delivered or sent by first class recorded delivery post or
facsimile transmission to the party to be served at that party's
address appearing in this Agreement or to the address of its
solicitors and any such notice shall be deemed to have been
served:-
15.1.1 if delivered at the time of delivery; or
15.1.2 if posted 48 hours after the envelope containing it has
been put into the post or
15.2 In proving such service (other than by facsimile transmission) it
shall be sufficient to prove that delivery was made or that the
envelope containing such notice or document was properly addressed
and posted as a prepaid first class recorded delivery letter
16: NO REPRESENTATION
The Buyer acknowledges that he has not entered into this Agreement in
reliance upon any representation made by or on behalf of the Seller other
than the Seller's solicitors' written replies to any preliminary enquiries
made by the Buyer's solicitors
17: JOINT AND SEVERAL LIABILITY
Any agreement covenant representation warranty acknowledgement or
undertaking in this agreement on the part of two or more persons is made or
given by such persons jointly and severally
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18: ENTIRE AGREEMENT
It is hereby acknowledged that this Agreement constitutes the entire
agreement between the parties and that it may only be varied or modified
(whether by collateral contract or otherwise) in writing signed by the
parties or their solicitors
AS WITNESS the hands of duly authorised representatives of the parties hereto
the day and year first before written
SCHEDULE 1
THE PRICE
SIX MILLION ONE HUNDRED AND NINETY ONE THOUSAND THREE HUNDRED AND FIFTY POUNDS
(Pound Sterling 6,191,350)
SCHEDULE 2
THE PROPERTY
ALL THAT freehold property known as Orchard Lea Winkfield Lane Winkfield
Berkshire as the same is registered with Title Absolute at HM Land Registry
under Title Number BK55435
SIGNED by for and on behalf of the said SELLER
By /s/ C. Langley
Chris P. Langley
SIGNED by for and on behalf of the said BUYER
By /s/ Dominic Gwillim-David
Dominic Gwillim-David
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