DATE:
PARTIES:
(1) ELCOM HOLDINGS LIMITED (Company Number 2838561) and ELCOM INFORMATION
TECHNOLOGY LIMITED (Company Number 02977666) both of whose registered
offices are at First Floor Xxxxxxxx Xxxxx 000 Xxxxx Xxxxxx Xxxxxx XX0X
0XX ("Elcom")
(2) AJJP LIMITED (Company Number 2336259) whose registered office is at 00
Xxx Xxxxxx Xxxxxx XX0X 0XX ("Newco")
1. Definitions
1.1 In this agreement unless the context otherwise requires:-
"Application
Letter" means the application letter for the relevant reversioner's
licence referred to in paragraph 11.2
"Agreed Form
Draft Letter" means the draft letter referred to in paragraph 11.2
"Altrincham
Lease" means the lease of the Altrincham Property dated 5 November 1985
made between (1) Xxxx Xxxxx Developments Limited (2) Granada
Microcomputer Services Limited and (3) Granada Properties
Limited
"Altrincham
Property" means Xxxx 0 xxx Xxxx 0 Xxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxx
"Altrincham
Underlease" means the underlease of Unit 2 of the Altrincham Property made
between (1) Elcom Information Services Limited and (2) Softel
Communications Incorporated
"Basingstoke
Property" means Avocet House, Aviary Court, Basingstoke
"Basingstoke
Underlease" means the proposed lease of part of the Basingstoke Property to
be entered into between (1) Newco and (2) Acte Components
Limited
"Bedford
Avenue
Property" means Building 000 Xxxxxxx Xxxxxx Trading Estate Slough
"Birmingham
Lease" means the lease of the Birmingham Property dated 2 April 2001
between (1) Slough
Properties Limited and (2) Elcom Information Technology Limited
"Birmingham
Property" means Xxxxx Xxxxx, 000 Xxxxx Xxxxx Xxxx'x Xxxxxx, Xxxxxxxxxx
"Completion" means completion of the obligations of the parties hereto
pursuant to clause 10 hereof
"Completion
Date" means the date hereof
"Elcom Group
of Companies" means the following companies:-
Elcom International Limited (Company Number 3141509)
Elcom Information Technology Limited (Company Number 2977666)
Elcom Systems Limited (Company Number 3141508)
Elcom Holdings Limited (Company Number 2838561)
Elcom Information Funds Limited (Company Number 2834456)
Elcom Service Group Limited (Company Number 2332562)
Xxxxx.xxx.xx Limited (Company Number 1692751)
Xxxxx.xxx Systems Limited (Company Number 2620004)
"Disclosed
Documents" means the schedule of deeds and documents marked Disclosed
Documents and annexed hereto
"Income" means all rent, service charge, insurance, rent, interest, VAT
(which is not reclaimable) and other matters of whatever nature
receivable (whether or not received by Elcom)
"Material
Breach" means Newco's failure to make a payment pursuant to this
agreement of a sum equivalent to or greater than (pound)7,000 or
performs an act or fails to perform an act which results in the
requirement for Elcom to expend a sum equivalent to or greater
than (pound)7,000
"Newco
Management" means Xxxx Xxxxx and/or Xxxx Xxxxxx and/or Xxxxxx Quoroll
"Properties" the leasehold properties referred to in part 1 of Schedule 1
including where the context so admits any of them or any part
thereof and references to a "Property" shall be construed
accordingly
"Reversioner's
Deposit" means any sum of money which has been paid and/or deposited
and/or charged to or for the benefit of a reversioner in respect
of a Property in order to secure the performance of any tenant's
obligations under the relevant lease
"Standard
Conditions" means the Standard Conditions of Sale (3rd Edition)
"Town and
Country
Planning Acts" means the Town and Country Planning Xxx 0000 the Planning
Consequential Provisions Act 1990 the Planning (Listed Buildings
and Conservation Areas) Xxx 0000 the Planning (Hazardous
Substances) Xxx 0000 and the Planning and Compensation Xxx 0000
"Underleases" means the Basingstoke Underlease, the Altrincham Underlease and
the 000 Xxxxxxxxx Xxxxxx Underlease
"Undertenant's
Deposit" means any sum of money which has been paid and/or deposited
and/or charged to or for the benefit of Elcom in respect of a
property in order to secure the performance of any under
tenant's obligations under an underlease affecting a Property
"348 Edinburgh
Avenue
Underlease" means the sublease of 000 Xxxxxxxxx Xxxxxx Xxxxxx dated 20th
June 1996 made between (1) Data Supplies Limited and (2) Thomson
Broadcast Limited
"349 Edinburgh
Avenue" means 000 Xxxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx as demised
to Elcom Holdings Limited pursuant to a lease dated 6th January
1986 and made between (1) Slough Trading Estate
Limited and (2) Portcare Freight Services Limited
1.2 References to any lease shall include a reference to any deeds of
variation thereto to any licences granted pursuant thereto and to any
other supplemental documents relating thereto
1.3 References to Elcom shall where the context so admits mean either Elcom
Holdings Limited or Elcom Information Technology Limited
2. Purchase Price Elcom shall subject to the terms and conditions of this
agreement transfer or assign or procure the transfer or assignment of
the Properties (except the Altrincham Property) to Newco on the
assumption of the liabilities on the part of the tenant contained in the
leases of the Properties as set out in Schedule 1 and those on the part
of the landlord contained in the Underleases
3. Standard Conditions
The Properties are sold subject to the Standard Conditions save as
otherwise agreed by the parties hereto
4. Deduction of Title
4.1 Where the title to any of the Properties is registered at HM Land
Registry Section 110 of the Land Registration Xxx 0000 shall apply.
Copies of the entries on the register and of the filed plan having been
supplied to Newco in respect of each of such Properties and Elcom having
supplied as far as it is able copies of any other documents which Newco
has requested to be provided Newco shall accept such title as Elcom has
been able to deduce and Newco shall be deemed to purchase with full
knowledge thereof (whether or not Elcom has been able to provide copies
of the same) and Newco shall not be entitled to raise any objection or
requisition in relation thereto and Elcom shall not be obliged to deduce
any further title or information
4.2 Where the title to any of the Properties is unregistered, title has been
deduced and has commenced as set out in the column marked "Title" in
Schedule 1. Newco having already been supplied with an abstract epitome
or other information in respect of any unregistered title and Elcom
having supplied as far as it is able copies of any other documents which
Newco has requested to be provided, Newco shall purchase the same
(whether or not Elcom has been able to provide copies of the same)
subject (so far as the same relate thereto) to all matters therein set
out or referred to and Newco shall accept such title as Elcom has been
able to deduce and Newco shall be deemed to purchase with full knowledge
thereof and shall raise no objection or requisition in relation thereto
and in particular shall not be entitled to raise any objection or
requisition in respect of any matters occurring in respect of any
superior title (where applicable) and Elcom shall not be obliged to
deduce any further title
5. Title Guarantee
Elcom shall transfer or assign the Properties with limited title
guarantee and it is hereby agreed that section 2(i)(b) of the Law and
Property (Miscellaneous Provisions) Xxx 0000 will be modified so that
Newco will pay any costs associated with the requirements of that
section
6. Leases and other matters to which the Properties are subject
Each of the Properties is sold subject to and with the benefit of all
leases, tenancies and licences all encumbrances occupation interests all
overriding interests, easements and all property and other interests
whatsoever including the occupation of them by Newco and the existence
in them of any plant, equipment and any other chattel or moveable or
immovable effect but otherwise the Properties shall be sold with vacant
possession on Completion. Newco shall be deemed to purchase with full
knowledge thereof and shall not raise any requisition or make any
objection in relation thereto or to any matters mentioned therein
whether or not Newco or any person acting on Newco's behalf has perused
the same and (without prejudice to the generality of the foregoing)
Newco shall make no requisition enquiry or objection on account of the
fact that any licence rent review memorandum notice of assignment or
other document relating or purporting to relate to any such lease,
tenancy or licence has not been or cannot be produced.
7. Covenants etc to which the Properties are subject The Properties are
sold subject to the covenants, stipulations and other matters contained
in or referred to in any documents supplied to Newco's solicitors prior
to the date hereof insofar as they are subsisting and affect the
Properties and Newco shall be deemed to purchase with full knowledge
thereof and shall make no requisition or objection in relation thereto
8. Notwithstanding any other provision of this agreement:-
8.1 Newco shall be entitled to the discharge of any financial encumbrance
affecting the leases of the Properties if the financial encumbrance also
affects the majority of the assets of Elcom Group of Companies.
8.2 If any one or more of the directors of Elcom has agreed in writing to
encumber any Property without the knowledge of Newco Management and/or
if such agreement was not thereafter known to Newco Management prior to
the date of this agreement then except as may be referred to or
reasonably inferred from any of the Disclosed Documents and except if an
encumbrance has arisen from actions taken by (or omissions of) Newco
Management, Newco may make a requisition, enquiry or objection.
8.3 Newco hereby warrant that they have disclosed to Elcom all material
deeds and documents and all other material information relating to the
Properties and those comprise the Disclosed Documents.
9. Planning and Statutory Matters
9.1 In addition to the matters stated above the Properties are sold subject
to:
9.1.1 all local land charges (whether registered or not before the
date hereof) and all matters capable or registration as local
land charges;
9.1.2 all notices, charges, orders, resolutions, demands, plans,
proposals, requirements, restrictions, agreements, conditions,
directions or other matters whatsoever served or made before or
after the date hereof by any body acting on statutory authority;
9.1.3 all matters disclosed or reasonably to be expected to be
disclosed by searches or enquiries formal or informal and
whether made in person by writing or orally by or for Newco or
which a prudent purchaser ought to make;
9.1.4 all notices served by the owner or occupier of any adjoining or
neighbouring property; and
9.1.5 (whether or not the title is registered at HM Land Registry) all
such matters as are referred to in Section 70 Land Registration
Act 1925
9.2 Newco has investigated and will purchase the Properties subject to and
will be deemed to have full knowledge and notice of and shall not be
entitled to require any information or to raise any requisitions in
regard to (i) the present use and the authorised use of the Properties
(ii) any development operations or works which may have been carried out
to or on the Properties or (iii) any contravention of the Town and
Country Planning Acts or any matters affecting the use and/or enjoyment
of any of the Properties or any matter which may affect such use and/or
enjoyment
10. Special provisions relating to those Properties that are leasehold
Newco shall be deemed to purchase with full knowledge of the contents of
the leases under which each Property is held and any ancillary or
supplemental document (whether or not expressed to be so) and shall
raise no objection in relation thereto nor shall Newco raise any
objection if any of the aforesaid leases shall be found to be
underleases.
11. Reversioner's Licence
11.1 On or as soon as reasonably practicable after the date hereof (save in
respect of the Basingstoke Property when such application shall be made
at the earlier of (a) completion of the Basingstoke Underlease and (b)
31 March 2002 and save in respect of the Altrincham Property
applications shall be made for the relevant reversioner's licence for
the transactions contemplated by this Agreement. Standard Condition 8.3
shall not apply
11.2 Such applications shall be made in substantially the form of Agreed Form
draft letter with such amendments thereto as are necessary in respect of
each relevant Property
11.3.1 Elcom and Newco will use reasonable endeavours to obtain any requisite
reversioner's licence for assignment. Newco will negotiate with the
reversioner but will agree nothing without the prior consent of Elcom
(such consent not to be unreasonably withheld or delayed). Newco will on
the date and at the time communications are dispatched to any
reversioner or its agents, surveyors, and/or its solicitors and on
receipt of communications from any of them send a copy to Elcom's
solicitors. Newco shall promptly provide to the reversioner (copying as
required by this clause) all references, information and other material
which the reversioner is entitled to request and which is appropriate to
ensure that any requisite licence can be made available at the earliest
practicable date and all the parties to this Agreement hereby agree that
none of them shall take any action which might have the effect of
frustrating the objective of obtaining a reversioner's licence Provided
always that nothing in this obligation shall require Newco to:
(a) proffer or procure (i) any guarantee (whether personal or bank)
or (ii) Reversioner's Deposit not more than the equivalent of
six months of the passing rent plus a sum equivalent to value
added tax of the relevant lease for the performance of Newco's
obligations to the reversioner; or
(b) undertake any obligation to the reversioner or any other party
save for the due performance of the obligations covenants on the
part of the Tenant contained in the relevant lease and ancillary
or supplemental documents (whether or not expressed to be so)
for the residue of the term thereof; or
(c) agree to any variation to the relevant lease.
If the reversioner properly requires Newco to proffer or procure any
such guarantee or Reversioner's Deposit of a greater sum than is
mentioned in 11.3.1 Elcom and Newco will jointly use all commercially
reasonable efforts to persuade the reversioner to reduce its
requirements to those set out within this clause 11.3.1 and if such
efforts fail, clause 11.3.3 will apply.
11.3.2 Newco will instruct its solicitors to give undertakings for the
reversioner's costs, disbursements value added tax notice costs
disbursements and value added tax of its agents, surveyors and its
solicitors.
11.3.3 (a) If the parties have complied with their obligations pursuant to
this clause 11.3 and the reversioner in the reasonable opinion
of Elcom properly refuses licence to assign or has withheld
licence to assign for a period of more than twelve months Newco
shall on the direction of Elcom make prompt application to the
reversioner for a licence to underlet the relevant Property
(except the Altrincham Property) to Newco for the balance of the
relevant term (less three days) of the relevant lease (except in
relation to the Birmingham Property in which case the underlease
will be granted for a term expiring on 27 March 2006 and in
relation to the Bedford Avenue Property in which case the
underlease will be granted for a term expiring on 31 May 2007)
on the same terms and conditions as are set out in the relevant
lease and any ancillary or supplementary document (whether or
not expressed to be so) at the then current passing rent subject
to review on the same terms and on the same dates
as are provided in the relevant lease (and any such ancillary or
supplementary document) and otherwise as may be required by the
relevant lease and licence.
(b) Elcom will grant and Newco will accept the underlease (and if
required by the relevant lease or terms of the licence to
underlet sign and return any court application papers) five days
after the date of any licence. The underlease will be prepared
by Elcom's solicitors each side to bear own costs.
(c) Newco will in that event enter into an obligation to the
reversioners and any other relevant party that it will duly
observe and perform the obligations and covenants on the part of
the undertenant contained in the underlease and the obligations
and covenants contained in the relevant lease in so far as they
are applicable to the premises underlet.
11.4 Elcom agrees that where required under the terms of any of the leases it
will enter into an authorised guarantee agreement with the relevant
reversioner in respect of Newco's future obligations under the relevant
lease in such form as such reversioner shall reasonably require.
11.5 The costs of each reversioner for granting any requisite licence shall
be borne equally between Newco and Elcom.
11.6 Completion of the assurance of each Property requiring the reversioner's
licence shall take place on the date 5 working days after the grant of
the relevant licence and shall be in the Agreed Form.
11.7 On the Completion Date Elcom shall allow Newco into occupation of those
parts of the Properties which are not subject to the Underleases and
(except for the Altrincham Property) where the reversioner's licence has
not at that time been obtained on the following terms
11.7.1 such rights of occupation shall be as licensee only and Newco
shall not acquire any estate or interest in the relevant
Property;
11.7.2 the licence shall be personal to Newco and Newco shall not be
entitled to alienate or agree to alienate its licence in the
Property in any manner whatsoever save as provided for in clause
12;
11.7.3 Newco shall comply with and observe and perform the covenants
and other obligations on the part of the tenant set out in each
lease of each Property and on the part of the landlord in
respect of the Underleases (and other ancillary or supplemental
documents (whether or not expressed to be so)) and shall assume
liability for them and keep Elcom fully indemnified in respect
of any breach thereof occurring after the Completion Date;
11.7.4 Newco shall pay to Elcom in cleared funds on or before the date
due under the terms of the relevant lease all rents, sums and
other monies (save for insurance rent and balancing service
charges which shall be payable within 5 working days of written
demand) due to the landlord
under any lease pursuant to which any relevant Property is held
and Elcom (subject to Newco having paid such sums to Elcom)
shall procure that such equivalent sums are forthwith paid to
the landlord but such rents and sums shall be paid by Newco to
Elcom in a sum net of Income from the Underleases;
11.7.5 Newco shall only be entitled to occupy the Property for the
purpose of carrying on the Business;
11.7.6 Elcom shall supply copies of all notices and other information
received in respect of any relevant Property to Newco as soon as
reasonably possible after receipt thereof and shall on Newco's
request and at Newco's cost take such lawful action in respect
of the lease pursuant to which any relevant Property is held as
Newco shall reasonably require including serving notices
thereunder, enforcing the landlord's obligations thereunder,
negotiating and agreeing any rent review thereunder or applying
for any requisite consents or licences thereunder (except the
licences for assignment or for underletting to Newco) and grant
the Basingstoke Underlease on its present known terms or on
terms as may be varied on agreement by the parties hereto acting
reasonably; and
11.7.7 Elcom shall from the Completion Date retain the Income from the
Underleases up and until the completion of the assurance or
underlease contemplated in this clause 11 at which point the
right to receive Income from the relevant Underlease shall
transfer to Newco.
11.8 If as a result of Newco being allowed into occupation without
reversioner's licence or if any reversioner takes any action for damages
or any action (whether by due legal process or by peaceable re-entry)
for the same reason then the licence to occupy in clause 11.7 will
terminate and Newco will immediately deliver up vacant possession of the
relevant Property to Elcom and Newco hereby indemnifies Elcom against
all loss, damage, liability, claims, costs, demands, and expenses
suffered by Elcom arising from and including the Completion Date.
11.9 Elcom shall be entitled to terminate Newco's licence to occupy the
Properties as provided by clause 11.7 in the event that Newco commits a
Material Breach of this agreement and Newco has failed to remedy such
breach within 21 days.
11.10 In respect of any relevant Property affected as described in clause 11.8
(and only any such Property):
11.10.1.the obligation of Elcom to complete an assurance or an
underletting to Newco shall cease to have effect;
11.10.2 notwithstanding the provisions of paragraph 11.10.1 the
obligations on the part of Newco contained in paragraphs 11.7.3
and 11.7.4 and the obligations on the part of Elcom contained in
paragraph 11.7.6 shall continue except in relation to any
application for relief from forfeiture
or related damages and claims against the relevant reversioner
and Newco shall continue to indemnify Elcom in respect of the
cost of complying with the covenants and other obligations
arising from and including the Completion Date on the part of
the tenant set out in the lease relating to the relevant
Property and on the part of the landlord set out in any
Underlease relating to the relevant Property;
11.10.3 Newco shall be entitled to market the relevant Property (and to
act as Elcom's agent in relation thereto) and in order to
mitigate Newco's loss and expense under paragraph 11.10.2 Elcom
shall at Newco's request assign the lease of the relevant
Property or sub-let such Property (in whole or in part) to such
third party and on such terms as Newco shall reasonably require
provided that even after such assignment or sub- letting Newco
shall continue to indemnify Elcom against any continuing
obligations and liability on Elcom's part arising from and
including the Completion Date in respect of the relevant
Property.
11.11 In the event Newco vacate possession of the relevant Property to Elcom
as a result of action taken by the relevant reversioner contemplated in
clause 11.8 and Newco has complied with its obligations in clause 11 the
value of such indemnity will be reduced by one half
12. Elcom's Licence to Occupy
On the Completion Date Newco shall grant to Elcom the Licence to Occupy,
in respect of 000 Xxxxxxxxx Xxxxxx in the Agreed Form.
13. Undertenant Rent Deposits
13.1 Where any Undertenant's Deposit has been provided Elcom shall at Newco's
cost on completion of the assurance of the relevant Property, but
without giving any warranty that it can lawfully do so and subject to
any necessary consents and to the terms upon which each Undertenant's
Deposit is held and subject to paragraph 13.4, assign to Newco the
benefit of its right, title and interest in such Undertenant's Deposit
13.2 Newco will enter into any deeds or documents required pursuant to the
terms of such Undertenant's Deposit arrangements or necessary for such
assignment
13.3 Immediately following completion the parties will take reasonable steps
to enable Newco to take the place of Elcom in relation to Undertenant's
Deposits including where appropriate changing the bank accounts in which
Undertenant's Deposits are held
13.4 Newco will indemnify Elcom against all claims, proceedings, costs,
demands, expenses and liabilities arising from or in connection with the
assignments and arrangements made pursuant to this clause 13 or from or
in connection with any breach after completion of the terms upon which
each Undertenant's Deposit is held.
14. Break Clauses
14.1 Notwithstanding any other provision of this agreement if the provisions
of clause 11.7 continue to apply in relation to the Birmingham Property
on or after the date which is twelve months from the date hereof Elcom
shall be entitled to exercise the break clause set out in clause 8 of
the Birmingham Lease.
14.2 Notwithstanding any other provision of this agreement if the provisions
of clause 11.7 continue to apply in relation to the Bedford Avenue
Property on or after the date which is twelve months from the date
hereof Elcom shall be entitled to exercise the break clause set out in
clause 8 of the Bedford Avenue Lease.
14.3 Subject to clauses 14.1 and 14.2 above Elcom agrees that neither it nor
its successors in title shall transfer, assign, surrender or otherwise
dispose of any Property or exercise any break option in relation to any
lease affecting the Properties pending completion of any assurance
and/or underletting of the relevant Property pursuant to clause 14.3 of
this Agreement and shall indemnify Newco against all loss, damage,
liability, claims, costs, demands and expenses suffered by Newco as a
result of the breach of this clause 14.3.
15 Altrincham Property
15.1 Elcom hereby confirms that it has no proprietary interest in the lease
of the Altrincham Property
15.2. Newco will use all reasonable commercial endeavours to persuade the
liquidator of Elcom Nominees Limited and the reversioner of the
Altrincham Property to assign the lease of the Altrincham Property to
Newco. If after exhausting all such reasonable commercial endeavours
Newco have failed to secure the assignment of the said lease to Newco,
Elcom will use all reasonable commercial endeavours to persuade the said
liquidator and the said reversioner to assign the said lease to a
suitable company within the Elcom Group of Companies as Elcom shall
direct. If Elcom are successful then the Altrincham Property will be
dealt with between Newco and Elcom pursuant to the balance of the terms
and conditions of this agreement. Elcom will be under no obligation to
extend greater commercial endeavours in obtaining the assignment than
those utilised by Newco.
16. No assurance to any person other than Newco Elcom shall not be obliged
to assure or procure the assurance of the Properties or any of them to
any person other than Newco.
17. Value Added Tax
17.1 All sums payable under this agreement are exclusive of VAT and wherever
this agreement provides for a sum to be paid in respect of a supply made
under this agreement the party responsible for making the payment shall
pay in addition and at the same time the VAT chargeable thereon but
subject to provision of a valid VAT invoice
17.2 Where under the terms of this agreement a party ("the indemnifying
party") is required to reimburse another party for, or indemnify that
other party against, costs or expenses paid or payable by that other
party, the indemnifying party shall also reimburse to that other party,
or indemnify that other party against, all value added tax paid or
payable by that other party in respect of such costs or expenses save to
the extent that that other party is entitled to repayment or credit in
respect of such value added tax
/s/ Xxxxx Xxxxxxx
------------------------------------
For and on behalf of ELCOM
/s/ Xxxxxxx Xxxxx
------------------------------------
For and on behalf of NEWCO
SCHEDULE 1
PART 1
-------------------------------------------------------------------------------
Address Lease/ Title (Description
Licence/ of Lease/Title
Freehold Number)
-------------------------------------------------------------------------------
Building 203 Bedford Leasehold Lease dated 00/00/00
Xxxxxx Xxxxxxx Xxxxxx made between (1)
Slough Slough Trading
Estated Limited and
(2) Telecom
Securicor Cellular
Radio Limited
-------------------------------------------------------------------------------
Unit 2 and 3 Tabley Court Leasehold GM399556
Altrincham Manchester
Lease dated 05/11/85
made between (1)
Xxxx Xxxxx
Developments
Limited (2) Granada
Microcomputer
Services Limited (3)
Granada Properties
Limited
-------------------------------------------------------------------------------
1st Floor Building 230 Regal Leasehold Lease dated
Court Kings Norton Business 02/04/2001 made
Centre Birmingham between (1) Slough
Properties Limited
(2) Elcom
Information
Technology Limited
-------------------------------------------------------------------------------
000 Xxxxxxxxx Xxxxxx Leasehold Lease dated 04/07/86
Slough Berkshire made between (1)
Slough Trading
Estate Limited (2)
Xerox Computer
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Address Current Current
Tenant Occupier
-------------------------------------------------------------------------------
Building 203 Bedford Elcom Information Elcom
Avenue Trading Estate Technology Limited Information
Slough Technology
Limited
-------------------------------------------------------------------------------
Xxxx 0 xxx 0 Xxxxxx Xxxxx Elcom Information Unit 2 -
Altrincham Manchester Services Limited Softel
Communications Inc
Unit 3 -
Elcom Information
Technology Ltd
-------------------------------------------------------------------------------
1st Floor Building 230 Regal Elcom Information Elcom
Court Kings Norton Business Technology Limited Information
Centre Birmingham Technology
Limited
-------------------------------------------------------------------------------
000 Xxxxxxxxx Xxxxxx Elcom Holdings Thomson
Slough Berkshire Limited Broadcast
Limited
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Address Length of Current Annual Rent
Term and
Commencement
-------------------------------------------------------------------------------
Building 203 Bedford 15 years (Pounds)80,895 per annum
Avenue Trading Estate commencing
Slough 03/06/97
-------------------------------------------------------------------------------
Xxxx 0 xxx 0 Xxxxxx Xxxxx 25 years (Pounds)58,000 per annum
Altrincham Manchester commencing
05/11/85
-------------------------------------------------------------------------------
1st Floor Building 230 Regal 10 years (Pounds)28,500 per annum
Court Kings Norton Business commencing
Centre Birmingham 28/03/2001
-------------------------------------------------------------------------------
000 Xxxxxxxxx Xxxxxx 24 years from (Pounds)59,500 per annum
Slough Berkshire 25/12/85
-------------------------------------------------------------------------------
14
-------------------------------------------------------------------------------
Address Lease/ Title (Description
Licence/ of Lease/Title
Freehold Number)
-------------------------------------------------------------------------------
Services Limited
-------------------------------------------------------------------------------
000 Xxxxxxxxx Xxxxxx Leasehold Lease dated 06/01/86
Slough Berkshire made between (1)
Slough Trading
Estate Limited (2)
Portcare Freight
Services Limited
-------------------------------------------------------------------------------
Avocet House, Aviary Court, Leasehold Lease dated 16
Basingstoke December 1999
made between (1)
Crest Xxxxxxxxx
Properties Limited
and (2) Elcom Group
Limited
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Address Current Current
Tenant Occupier
-------------------------------------------------------------------------------
Services Limited
-------------------------------------------------------------------------------
000 Xxxxxxxxx Xxxxxx Elcom Holdings Elcom
Slough Berkshire Limited Holdings
Limited
-------------------------------------------------------------------------------
Avocet House, Aviary Court, Elcom Information Elcom
Basingstoke Technology Limited Information
Technology
Limited and
Acre
Components
Limited
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Address Length of Current Annual Rent
Term and
Commencement
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
000 Xxxxxxxxx Xxxxxx 25 years from (Pound)59,500 per annum
Slough Berkshire 29/09/85
-------------------------------------------------------------------------------
Xxxxxx Xxxxx, Xxxxxx Xxxxx, 0 years from (Pound)72,500 per annum
Basingstoke 16/12/99
-------------------------------------------------------------------------------
Exchanged ....................................... am/pm
on ....................................................
Law Society Formula ..................................
by.....................................................
of Gouldens for the Seller
and ..................................................
of ...................................................
for the Buyer
DATED
--------------------------------------------
(1) ELCOM HOLDINGS LIMITED
-and-
ELCOM INFORMATION TECHNOLOGY LIMITED
- and -
(2) NEWCO
======================
Draft No 7
AGREEMENT
for the sale of
000 Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxx
000 Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxx
Xxxxxxxx 000, Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx, Xxxxxx
0xx Xxxxx, 00x Xxxxx Xxxxx, Xxxxx Xxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxxx
Xxxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxxxxxxx
Xxxxx 0 and 0, Xxxxxx Xxxxx, Xxxxxxxxxx
======================
