- --------------------------------------------------------------------------------
TITLE NUMBER: PARCEL IDENTIFIER(S) NUMBER (PID): DATE OF OFFER:
- --------------------------------------------------------------------------------
XKZYY85 012-412-660 May 2, 2000
- --------------------------------------------------------------------------------
Seller:
- --------------------------------------------------------------------------------
RECEIVED FROM 525560 B.C. Ltd., the Buyer
ADDRESS : RR #2, Site 33 Comp 9, 0504005 BC 0088140 PHONE 495-6948
THE SUM OF TWO HUNDRED THOUSAND DOLLARS CASH9 CHEQUE:
Being deposit on account of Legal
The proposed purchase of Description Lot 1, DL 4589, Kootenay District,
Plan 18084
Street Address 100 Aspen Drive
City of Municip. of
Region of Sparwood, B.C. (the Property)
For the receipt of ONE MILLION ----------DOLLARS ($1,000,000)
(of which the deposit will form a part) PAYABLE ON THE FOLLOWING TERMS AND
SUBJECT TO THE FOLLOWING CONDITIONS, IF ANY:
1. A portion of the purchase price in the amount of $800,000.00 shall be
secured by registration of an agreement for sale, in a form acceptable
to the vendor's solicitors, acting reasonably. The amount owing under
the agreement for sale shall bear interest at the same rate as
mortgage XKOZYZYY and payments shall be made by the purchaser to the
vendor on the dates and in the amounts required to be paid under
mortgage XKZYZYY. The principal amount due under the agreement for sale
may be paid in whole or in part without notice or bonus at any time.
The purchaser shall not be permitted to assign the agreement for
sale.
IN THE EVENT THE BUYER FAILS TO PAY THE DEPOSIT MONIES AS REQUIRED BY THIS
CONTRACT, THE SELLER MAY, AT THE SELLER'S OPTION, TERMINATE THIS CONTRACT. EACH
CONDITION, IF SO INDICATED IS FOR THE SOLE BENEFIT OF THE PARTY INDICATED,
UNLESS EACH CONDITION IS WAIVED OR DECLARED FULFILLED BY WRITTEN NOTICE GIVEN BY
THE BENEFITING PARTY TO THE OTHER PARTY ON OR BEFORE THE DATE SPECIFIED FOR EACH
CONDITION, THIS CONTRACT WILL BE THEREUPON TERMINATED AND THE DEPOSIT RETURNABLE
IN ACCORDANCE WITH THE REAL ESTATE ACT.
THE BUYER OFFERS TO PURCHASE THE PROPERTY FOR THE PRICE AND ON THE
TERMS AND SUBJECT TO THE CONDITIONS HEREIN SET FORTH
1. TITLE: Free and clear of all encumbrances except subletting
conditions, provides, restrictions, exceptions and reservations,
including royalties contained in the original grant or contained in
any other grant or disposition from the Crown, registered or pending
restrictive covenants and right-of--way in favor of utilities and
public authorities, existing tenancies set out below, if any, and
except as otherwise set out herein.
2. COMPLETION: The sale will be completed on or before the Completion Date
at the appropriate Land Title Office.
(a) Tender of payment of monies by the Buyer to the Seller will be by
certified cheque, bank draft, cash or Lawyer's/Notary Trust
cheque.
(b) All documents required to give effect to this Contract will be
delivered in registrable form where necessary and shall be lodged
for registration in the appropriate Land Title Office on or
before Completion Date.
(c) Time shall be of the essence hereof, and unless the balance of
the cash payment is paid and such formal agreement to pay the
balance as may be necessary is entered into on or before the
Completion Date, the Seller may at the Seller's option terminate
this Contract and in such event the amount paid by the Buyer will
be absolutely forfeited to the Seller on account of damages,
without prejudice to the Seller's other remedies.
COMPLETION DATE: May 15, 2000
3. COSTS: The Buyer will bear all costs of the conveyance and if
applicable, any costs related to arranging a mortgage and the Seller
will bear all costs of clearing title.
4. POSSESSION: The Buyer will have vacant possession of the Property
at 12 Noon on the Possession Date or subject to the following existing
tenancies, if any: EXISTING MOBILE HOME PARK TENANTS TO STAY
POSSESSION DATED: May 15, 2000
5. ADJUSTMENTS: The Buyer will assume and pay all taxes, rates, local
improvement assessments, fuel, utilities and other charges from and
including the date set for adjustments, and all adjustments both
incoming and outgoing of whatsoever nature will be made as of the
Adjustment Date.
ADJUSTMENT DATE: May 15, 2000
6. RISKS: All buildings on the Property and all other terms included in
the purchase and sale will be and remain at the risk of the Seller
until 12:01 a.m. on the Completion Date. After that time, the Property
and all included items will be at the risk of the Buyer.
7. INCLUDED ITEMS: THE PURCHASE PRICE INCLUDES: any buildings,
improvements, fixtures, appurtenances and attachments thereto and all
blinds, awnings, screen doors and windows, curtain rods, tracks and
valences, fixed mirrors, fixed carpeting, electric, plumbing, heating
and air conditioning fixtures and all appurtenances and attachments
thereto as viewed by the Buyer at the date of inspection.
INCLUDING: SEE PARA 7
VIEWED BY THE BUYER ON: May 2, 2000
The property and all included items will be in substantially the same
condition at Possession Date as when viewed by the Buyer.
8. In this Contract any reference to a party includes that party's heirs,
executors, administrators, successors, and assigns, singular includes
plural and masculine includes feminine.
9. THERE ARE NO REPRESENTATIONS, WARRANTIES, GUARANTEES, PROMISES OR
AGREEMENTS OTHER THAN THOSE SET OUT IN THIS CONTRACT AND THE
REPRESENTATIONS CONTAINED IN THE PROPERTY CONDITION DISCLOSURE
STATEMENT IF ATTACHED ALL OF WHICH WILL SURVIVE THE COMPLETION OF THE
SALE.
10. ACCEPTANCE: This offer or counter offer will be open for acceptance
until 3 o'clock on May 5, 2000, and upon acceptance of the offer, or
counter offer by accepting in writing and notifying the other party of
such acceptance there shall be a binding Contract of Purchase and Sale
on the terms and conditions set forth.
/s/Leo Shull 525560 B.C. LTD
- --------------------------------------------------------------------------------
(WITNESS) (BUYER) SEAL
- --------------------------------------------------------------------------------
(WITNESS) (BUYER) SEAL (OCCUPATION)
11. Receipt of the above mentioned deposit is hereby acknowledged by the
undersigned Agent.
AGENT: Gordon & Co.
Agent's Address Phone (Office) (Home)
-------------------------------------- ----------------- ---------------------
12. The Seller (a) hereby accepts the above offer and agrees to complete
the sale upon the terms and conditions set out above, (b) declares and
represents that the Seller is:
Resident of Canada / / /X/ Non Resident of Canada / / as defined under the Income Tax Act.
Seller's acceptance is dated May , 2000 LISTING OR SUB AGENT Per
-- --------------------------- ------------------
/s/ Wayne F. Lofts 514592 B.C. LTD.
- --------------------------------------------------------------------------------------------------------------------------
(WITNESS) (SELLER) SEAL
- --------------------------------------------------------------------------------------------------------------------------
(WITNESS) (SELLER) SEAL (OCCUPATION)
Seller's Address Phone (Home) (Work)
------------------------------------- ----------------- ---------------------
[END OF PAGE ONE]
CONTRACT OF PURCHASE AND SALE
ADDENDUM/AMENDMENT
MLB No. N/A
----------
DATE: May 2nd, 2000
-------------
PAGE 2 OF 3
RE: ADDRESS 100 ASPEN DRIVE, SPARWOOD, B.C.
LEGAL: LOT 1, DL 4589, KOOTENAY DISTRICT, PLAN 18084
- --------------------------------------------------------------------------------
FURTHER TO THE CONTRACT OF PURCHASE AND SALE DATED May 2nd, 2000
MADE BETWEEN 514592 B. C. LTD. AS SELLER, AND 525560 B.C. LTD. AS BUYER AND
COVERING THE ABOVE MENTIONED PROPERTY, THE UNDERSIGNED HEREBY AGREES AS FOLLOWS:
"PARAGRAPHS 1 (TITLE) AND 2 (COMPLETION) ARE AMENDED BY ADDING THE FOLLOWING: IF
THE SELLER HAS EXISTING FINANCIAL CHARGES TO BE CLEARED FROM TITLE THE SELLER,
WHILE STILL REQUIRED TO CLEAR SUCH CHARGES, MAY WAIT TO PAY AND DISCHARGE
EXISTING FINANCIAL CHARGES UNTIL IMMEDIATELY AFTER RECEIPT OF THE PURCHASE
PRICE, BUT IN THE EVENT, THE BUYER MAY PAY THE PURCHASE PRICE TO A LAWYER OR
NOTARY IN TRUST, ON UNDERTAKINGS TO PAY AND DISCHARGE THE FINANCIAL CHARGES, AND
REMIT THE BALANCE, IF ANY, TO THE SELLER."
"PARAGRAPH 2 (COMPLETION) IS AMENDED BY ADDING THE FOLLOWING: IF THE BUYER IS
RELYING UPON A NEW MORTGAGE TO FINANCE THE PURCHASE PRICE THE BUYER, WHILE STILL
REQUIRED TO PAY THE PURCHASE PRICE ON COMPLETION DATE, MAY WAIT TO PAY THE
PURCHASE PRICE TO THE SELLER UNTIL AFTER THE TRANSFER AND NEW MORTGAGE DOCUMENTS
HAVE BEEN LODGED FOR REGISTRATION IN THE APPROPRIATE LAND TITLE OFFICE, BUT ONLY
IF, BEFORE SUCH LODGING THE BUYER HAS: (A) MADE AVAILABLE FOR TENDER TO THE
SELLER THAT PORTION OF THE PURCHASE PRICE NOT SECURED BY THE NEW MORTGAGE AND
(B) FULFILLED ALL THE NEW MORTGAGEE'S CONDITIONS FOR FUNDING EXCEPT LODGING THE
MORTGAGE FOR REGISTRATION AND (C) MADE AVAILABLE TO THE SELLER, A LAWYER'S OR
NOTARY'S UNDERTAKING TO PAY THE PURCHASE PRICE UPON THE LODGING OF THE TRANSFER
AND NEW MORTGAGE DOCUMENTS AND THE ADVANCE BY THE MORTGAGEE OF THE MORTGAGE
PROCEEDS."
2. VENDOR COVENANTS TO SATISFY ALL OBLIGATIONS UNDER MORTGAGE XKOZYZYY AND
TO SAVE HARMLESS AND INDEMNIFY PURCHASER WITH RESPECT TO ALL LOSS OR
DAMAGE SUFFERED BY PURCHASER AS A CONSEQUENCE OF BREACH OF THIS
COVENANT.
3. VENDOR TO TAKE OR CAUSE TO BE TAKEN ALL STEPS REQUIRED BY ROYAL BANK TO
MAINTAIN MORTGAGE XKOZYZYY IN GOOD STANDING AS MAINTAINING FIXTURE
PERSONAL GUARANTEES.
4. PURCHASER TO PAY APPLICABLE COST AND TAX.
5. VENDOR TO PROVIDE ENVIRONMENTAL SITE PROFILE ON CLOSING.
6. VENDOR TO PROVIDE CONFIRMATION OF NO LIABILITY FOR STATUTORY TO
CLOSING DATE FOR REVENUE CANADA, WCB, GST, EMPLOYMENT STANDARDS,
BRANCH, SOCIAL SERVICES TAX
ALL OTHER TERMS AND CONDITIONS CONTAINED IN THE SAID CONTRACT REMAIN THE SAME
AND IN FULL FORCE AND EFFECT.
X /s/ Wayne F. Loftu
- -------------------------------------------------------- --------------------------------------------------------
(Witness) (SELLER) 514592 B.C. LTD.
X
- -------------------------------------------------------- --------------------------------------------------------
(Witness) (SELLER)
X /s/ Leo Shull
- -------------------------------------------------------- --------------------------------------------------------
(Witness) (SELLER) 522560 B.C. LTD.
X
- -------------------------------------------------------- --------------------------------------------------------
(Witness) (SELLER)
[END OF PAGE TWO]
CONTRACT OF PURCHASE AND SALE
ADDENDUM/AMENDMENT
MLB No. N/A
---- -----
DATE: May 2nd, 2000
-------------
PAGE 3 OF 3
RE: ADDRESS 100 ASPEN DRIVE, SPARWOOD, B.C.
LEGAL: LOT 1, DL 4589, KOOTENAY DISTRICT, PLAN 18084
- --------------------------------------------------------------------------------
FURTHER TO THE CONTRACT OF PURCHASE AND SALE DATED May 2nd, 2000
MADE BETWEEN 514592 B. C. LTD. AS SELLER, AND 525560 B.C. LTD. AS BUYER AND
COVERING THE ABOVE MENTIONED PROPERTY, THE UNDERSIGNED HEREBY AGREES AS FOLLOWS:
"PARAGRAPHS 1 (TITLE) AND 2 (COMPLETION) ARE AMENDED BY ADDING THE FOLLOWING: IF
THE SELLER HAS EXISTING FINANCIAL CHARGES TO BE CLEARED FROM TITLE THE SELLER,
WHILE STILL REQUIRED TO CLEAR SUCH CHARGES, MAY WAIT TO PAY AND DISCHARGE
EXISTING FINANCIAL CHARGES UNTIL IMMEDIATELY AFTER RECEIPT OF THE PURCHASE
PRICE, BUT IN THE EVENT, THE BUYER MAY PAY THE PURCHASE PRICE TO A LAWYER OR
NOTARY IN TRUST, ON UNDERTAKINGS TO PAY AND DISCHARGE THE FINANCIAL CHARGES, AND
REMIT THE BALANCE, IF ANY, TO THE SELLER."
"PARAGRAPH 2 (COMPLETION) IS AMENDED BY ADDING THE FOLLOWING: IF THE BUYER IS
RELYING UPON A NEW MORTGAGE TO FINANCE THE PURCHASE PRICE THE BUYER, WHILE STILL
REQUIRED TO PAY THE PURCHASE PRICE ON COMPLETION DATE, MAY WAIT TO PAY THE
PURCHASE PRICE TO THE SELLER UNTIL AFTER THE TRANSFER AND NEW MORTGAGE DOCUMENTS
HAVE BEEN LODGED FOR REGISTRATION IN THE APPROPRIATE LAND TITLE OFFICE, BUT ONLY
IF, BEFORE SUCH LODGING THE BUYER HAS: (A) MADE AVAILABLE FOR TENDER TO THE
SELLER THAT PORTION OF THE PURCHASE PRICE NOT SECURED BY THE NEW MORTGAGE AND
(B) FULFILLED ALL THE NEW MORTGAGEE'S CONDITIONS FOR FUNDING EXCEPT LODGING THE
MORTGAGE FOR REGISTRATION AND (C) MADE AVAILABLE TO THE SELLER, A LAWYER'S OR
NOTARY'S UNDERTAKING TO PAY THE PURCHASE PRICE UPON THE LODGING OF THE TRANSFER
AND NEW MORTGAGE DOCUMENTS AND THE ADVANCE BY THE MORTGAGEE OF THE MORTGAGE
PROCEEDS."
7. PURCHASE PRICE INCLUDES =
- 1974 ModULINE MONARCH MANUFACTURERS HOME, REG NO. 006420 VALUED
AT $25,000.00
- TRACTOR VALUED AT $10,000.00
- LAWN MOWER VALUED AT $8,000.00
8. VENDOR TO PROVIDE CONFIRMATION OF NO OUTSTANDING DEFICIENCIES OR WORK
ORDERS FROM DISTRICT OF SPARWOOD OR ANY OTHER GOVERNMENT AGENCY WITH
RESPECT TO CONTINUED OPERATION OF MOBILE HOME PARK ON PROPERTY
9. VENDOR TO PROVIDE COPIES OF ALL PAD LEASES, PERMITS AND LICENSES
RELATING TO OPERATION OF MOBILE HOME PARK
10. PURCHASER TO MAKE ADDITIONAL PRINCIPAL PAYMENT UNDER AGREEMENT FOR
SALE OF 145000.00 WITHIN 60 DAYS OF CLOSING. VENDOR AGREES TO APPLY
SUCH PAYMENT TO REDUCTION OF BALANCE UNDER MORTGAGE XKOZYZYY
ALL OTHER TERMS AND CONDITIONS CONTAINED IN THE SAID CONTRACT REMAIN THE SAME
AND IN FULL FORCE AND EFFECT.
X /s/ Wayne F. Loftus
- -------------------------------------------------------- -------------------------------------------------------
(Witness) (SELLER) 514592 B.C. LTD.
X-------------------------------------------------------- -------------------------------------------------------
(Witness) (SELLER)
/s/ Leo Shull
X
- -------------------------------------------------------- --------------------------------------------------------
(Witness) (BUYER) 525560 B.C. LTD.
X
- -------------------------------------------------------- --------------------------------------------------------
(Witness) (BUYER)
[END OF PAGE THREE]