DATED 3RD OCTOBER 2001
XXXXXXX INTERNATIONAL HOLDINGS LIMITED (1)
and
XXXXXXXX XXXXXX AND XXXX XXXXX (2)
---------------------------------------------
VARIATION
RELATING TO THE SALE AND PURCHASE
AGREEMENT IN RESPECT OF THE WHOLE OF THE
ISSUED SHARE CAPITAL OF BELDRAY LIMITED
DATED 30 AUGUST 2001
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CONTENTS
CLAUSE HEADING PAGE
------ ------- ----
1 INTERPRETATION................................................. 1
2 DEFINITIONS.................................................... 1
3 VARIATION...................................................... 1
4 CONTINUATION................................................... 2
5 COUNTERPARTS................................................... 2
6 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999................... 2
THIS VARIATION is made on 3rd October 2001 BETWEEN
(1) XXXXXXX INTERNATIONAL HOLDINGS LIMITED (Registered in England No.
3407901) whose Registered Office is at P O Xxx 00, Xxxxxxx Xxxx,
Xxxxxxx, XX00 0XX (the "SELLER"); and
(2) THE PERSONS whose names and addresses are set out in Schedule 1 hereto
(collectively the "BUYERS" which expression shall include their
respective legal personal representatives and successors in title from
time to time).
BACKGROUND
Pursuant to an agreement dated 30 August 2001 between the parties hereto (the
"Agreement"), the parties agree to amend and restate the terms of the
Agreement.
NOW IT IS AGREED as follows:
1 INTERPRETATION
1.1 Unless the contrary intention appears, terms defined in the Agreement
shall have the same meanings when used in this Variation
1.2 The provisions of the Agreement shall also apply to this Variation as
if set out in this Agreement in full but with all necessary
modifications to give effect to this Variation
2 DEFINITIONS
In this Variation:
"Arrangement Period" shall have the same meaning as in the CVA Proposal
"CVA Proposal" means the proposal to be put to creditors at a creditors meeting
on 4th October 2001
"Lease Guarantee Fee" means the sum of L1000 per month (plus any applicable VAT)
payable by the Company to KUK for 24 months the first payment being due
one month after the CVA Proposal is approved.
"Option Exercise Event" - after the words "...creditors in satisfaction of
Condition 1" the following words shall be added "or if during the
Arrangement Period either or both of the Buyers cease to be directors
of the Company or cease to be involved in the management of the
business of the Company (unless prevented from doing so by death,
accident or ill health) or if the Beldray VAT Liability is not paid in
full to the H M Customs and Excise on or before 30th May 2002 or if
the Company shall fail to pay the Lease Guarantee Fee
3 VARIATION
It is mutually agreed that the Agreement shall be varied as follows:
1
3.1 Clause 3 of Schedule 2 of the Agreement is amended by deleting the
words "the Buyers continued involvement with the Company as
owner/managers and includes (a)", and by adding after the words "VAT
Liability by the Company" the words "on or before 31st May 2002"
3.2 Clause 3(b) of Schedule 2 of the Agreement is deleted.
3.3 Clause 3(c) of Schedule 2 of the Agreement is deleted.
3.4 Clause 4 of Schedule 2 of the Agreement is deleted.
3.5 A new clause 8.1(d) is inserted into the Agreement and reads "to
inform the Seller immediately if during the Arrangement Period either
or both of the Buyers cease to be directors of the Company or cease to
be involved in the management of the business of the Company."
3.6 Clause 5 of Schedule 2 of the Agreement is deleted entirely.
3.7 In clause 2.3 the words "50 per cent of the then issued share capital
of the Company" shall be substituted for the words "the number of the
shares specified opposite his respective name in column 2 of the
Schedule" which shall be deleted.
3.8 A new clause 8.1(e) is inserted into the Agreement and reads "to
procure that the Company pays the Lease Guarantee Fee;"
3.9 A new clause 8.1(f) is inserted into the Agreement and reads "to
procure that the Company will not agree to change any of the terms of
the Lease without the prior written approval of KUK and will
reasonably promptly provide copies to KUK of any notices served on the
Company under the Lease".
3.10 In clauses 7.2 and 7.4 the words "Option Event" are replaced by the
words "Option Exercise Event".
4 CONTINUATION
Except insofar as amended or supplemented by this variation, the
Agreement will remain in full force and effect.
5 COUNTERPARTS
This variation may be executed in any number of counterparts and all
such counterparts taken together shall be deemed to constitute one and
the same instrument.
6 CONTRACTS (RIGHTS OF THIRD PARTIES) XXX 0000
The Contracts (Rights of Third Parties) Xxx 0000 shall not apply to
the Agreement.
AS WITNESS this Agreement has been signed by or on behalf of the parties hereto
the day and year first written
2
SIGNED by )
XXXXXXXX XXXXXX ) /s/ Xxxxxxxx Xxxxxx
in the presence of: /s/ ) /s/ Xxxx Xxxxxxx
00 Xxxxxxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX
Financial Management Consultant
SIGNED by )
XXXX XXXXX ) /s/ Xxxx Xxxxx
in the presence of: /s/ ) /s/ Xxxx Xxxxxxx
00 Xxxxxxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX
Financial Management Consultant
SIGNED by Xxxxxxxx X Xxxxx )
for and on behalf of ) /s/ Alistair Xxxxx
XXXXXXX INTERNATIONAL HOLDINGS LIMITED )
in the presence of: /s/ ) /s/ Xxxxxx Xxxx
Financial Accountant
00 Xxxxxxxx Xxxx
Xxxxxxxxxx
Xxxxxxxxxxxxx, XX0 0XX
Wragge & Co. Document Id:\WRAGGE2\#2892455\NCMI
3
SCHEDULE 1
NAMES AND ADDRESSES OF THE BUYERS
Xxxxxxxx Xxxxxx
00 Xxx Xxxxxxx
Xxxx
Xxxxxxxxxxxxx
XX00 0XX
Xxxx Xxxxx
Honcy House
Vicarage Lane
Long Xxxxxxx
Shipston on Stour
XX00 0XX
