Conveyancing Handbook 702025

ZAMBIA INSTITUTE OF ADVANCED LEGAL EDUCATION

CONVEYANCING AND LEGAL DRAFTING

PRACTICE FILE

By

SOLLY PATEL

PREFACE

This book is designed to make easy access to the basic concepts in the Law of Conveyancing and ‘Conveyancing Precedents’, for students of law as well as Legal Practitioners. There have been no dramatic changes in this particular branch of law and Advocates depend on original concepts, which are difficult to understand. The need to simply it cannot be over emphasised. The aim is not to study all the feudal concepts but to provide a practical guideline and easy reference for those involved in taking the bar examination as well as those in the practice. This work is not intended to be used as a substitute for a regular text book but more so as a reference book as the law of Conveyancing takes shape in Zambia, resulting in the setting up of new Land Registry offices throughout the country and the implementation of the new Lands Act.

Solly Patel Lusaka Zambia March, 1998

INDEX 1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

11.

12.

Preface Notes of Conveyancing Brief notes on Law Association of Zambia General Conditions of Sale 1977 Contracts-Form and Content Formal Parts of Documents (i) Lease (ii) Assignment Application for Consent Contract for Sale Certificate of Title Certificate of Title (Common Leasehold Scheme) Steps-Purchase and Sale (i) Assignment-Freehold (ii) Assignment-100 years (iii) Assignment-Presidential Lease (iv) Assignment-Society (v) Assignment-Tenants in Common (vi) Assignment-Former City Council Lease (vii) Deed of Gift (viii) Deed of Transfer (ix) Assignment-Subdivision (x) Assignment-Common Leasehold Scheme (xi) Lodgement Schedule (xii) Assignment by Liquidator (xiii) Assignment by Personal Representative (xiv) Deed of Exchange (xv) Completion of Statement Steps – Mortgage (i) Mortgage (ii) Third Party Mortgage (iii) Further Charge (Third Party) (iv) Further Charge (v) Second Mortgage (vi) Debenture (vii) Second Debenture (viii) Debenture and Specific Mortgage (ix) Memorandum of Deposit of Title Deeds (short form) (x) Memorandum of Deposit of Title Deeds (full form) (xi) Discharge of Mortgage (xii) Partial Discharge Leases (i) Lease (ii) Lease (iii) Lease-Description of property (iv) Renewal of Lease

13.

General (i) Deed of Surrender (ii) Deed of Postponement (iii) Deed of Release and Discharge (iv) Deed of Variation (v) Deed of Release (vi) Deed of Rectification (vii) Application for a separate Certificate of Title (viii) Notice to Complete (ix) Assent

NOTES ON CONVEYANCING Real property is contrasted with personal property such as goods called chattels.

Real property is land and includes all things

attached to the land such as buildings. The law of real property therefore embraces the rules governing the acquisition, retaining, and disposal of land and things attached to the land: the law also governs certain interests in the land which are less than full ownership, for example a right to cross another person’s land, called an easement. At this point it is important to mention a lease or leasehold estates. These are classed strictly as personal and not real property, but because they involve the enjoyment of land, leases are referred to as chattels The best known estates in land are called freehold estates, and leasehold estates or simply a lease. LEASES “Definition” of a Lease A lease is a contract creating an interest in Land for a fixed period of certain duration in consideration normally of the payment of rent.

An interest created in this way is called a term of years.

Frequently it is referred to as a lease or leasehold interest. There is no limit to the time for which a lease may be created provided it is for a specific number of years. It may also be leased at a normal rent or entirely free of rent or other obligations for a long term as security for payment of money borrowed.

In this sort of lease however the lender does not

normally take possession. Land may be leased for farming, mining or building purposes. A LEASE MAY TAKE VARIOUS FORMS 1.

For a term of years i.e for a fixed and certain duration.

2.

For a fixed or uncertain duration which can be made certain e.g a tenancy at will:

When A occupies B’s land the

understanding that A may go when he likes and that B may terminate A’s interest when he likes: or a tenancy at sufferance which occurs when A comes into possession by a lawful leasing and after his estate is terminated or expires, continues in possession without consent of the landlord. MORTGAGES WHAT IS A MORTGAGE OF LAND: A mortgage is a conveyance of an interest in real property as security for the payment of a sum of money on the condition that interest will be extinguished or reconveyed when the sum is fully repaid.

The person borrowing

the money is called the mortgagor and the lender is called the mortgagee. The use of the word “Mortgage” is generally, but not necessary restricted to those instances where the security given is land or an interest in land. The Law of Property Act 1925 of the United Kingdom is not applicable in Zambia.

The law governing

mortgages is contained in the Conveyancing Act 1881, 1882, 1892, 1911 all being English Acts and in Chapter 185 of the Laws of Zambia. HOW ARE MORTGAGES CREATED? A mortgage may be either (i)

“Legal” i.e recognised by the strict law. A legal mortgage is conditional transfer of a mortgagor’s legal interest in property or

(ii)

“Equitable” i.e not recognised by the strict law, but by equity only. A right over property by way of security.

How is a legal mortgage created? (i)

Where the mortgagor holds his property in fee simple. By an absolute conveyance of the property to the mortgagee as security only, with a covenant for the reconveyance of the property if the money is repaid on the fixed date. There is no freehold tenure in Zambia.

Reference is made to freehold

property, purely as a matter of interest and for better understanding of the law and the principals involved. (ii)

Where the mortgagor’s property is a lease: By the grant of a sub-lease to the mortgagee for a term slightly shorter than that remaining to the mortgagor, or for an even shorter term.

(iii)

By an assignment (sale) to the mortgagee of the whole or the remainder of the lease, with a provision for the re-assignment on payment of the money advanced on a certain day. If any of the above forms of mortgage is to a Building Society, the rules laid down in the Building Society Act 1939, (An English Act applicable to Zambia) is to be complied with. Equitable Mortgage of a Legal Estate (a)

Mere

agreement

necessarily

in

or

form

declaration of

a

deed)

in

writing

setting

out

(not the

mortgager’s intention to give a legal mortgage of his property in security for a loan. This will have effect of giving the mortgagee an equitable interest in the property which he will hold as mere security. (b)

By deposit of the Title Deeds to the Legal estate, with the mortgagee.

However, see Sections 66 and 4 of the Lands & Deeds Registry Act. The Remedies of the Equitable mortgagee: (i)

To sue for the amount of the debt

(ii)

To apply to the court for (a)

a receiver

(b)

foreclosure

(c)

judicial sale

What is the Equity of redemption? The date fixed for repayment is the ‘legal date for redemption’. If the mortgagor does not repay by this date he looses his legal right to the land. From this time onwards he has merely an equitable right to redeem, amounting to an equitable interest in the property. The Mortgagor’s possession of both (a) a legal right to redeem on the contract date, and (b) an equitable right to redeem later, is called his ‘equity of redemption’, and is an equitable interest in land which he could sell, leave by will, mortgage, etc.

Rights of the Mortgagee under Legal Mortgage: 1.

to call in the money at any time after the day fixed for repayment and to sue the mortgagor personally on his covenant to re-pay in the mortgage instrument if default in payment is made.

2.

to foreclose.

3.

to take possession but only under a strict liability to to the mortgagor.

4.

to sell under his power of sale after notice has been given or on breach of some other condition e.g to insure.

5.

This power is expressly reserved to the mortgagee by Section 66 of the Lands & Deeds Registry Act provided the mortgage

is created by a Deed and is ed in accordance with Section 4 of the Act. Under this power to sell the mortgagee can transfer the whole estate (Section 66(2) Cap. 185) The rights of both the mortgagor and the mortgagee may be affected by the lapse of time. By Section 12 of the Limitation Act 1939 when a mortgagee has been in possession of any mortgage for 12 years without acknowledging in writing that mortgagor’s title, the mortgagor’s equity of redemption is barred.

Likewise

under section 18 of the said Act no action may be brought against a mortgagee to recover the sum secured by the mortgage if the mortgagor remains in possession of it for 12 years without paying interest or acknowledging the title of the mortgagee. THE MORTGAGEE’S POWER OF SALE In what circumstances may the mortgagee exercise his statutory power of sale of the mortgaged property? The power is expressly provided for him under Section 65 and 66 of Cap. 185, but can only be exercised if the mortgage was created by deed; The mortgagee may sell the property if: (i)

The payment of the mortgage money or any part of it is in arrears for three months.

(ii)

If the payment of interest is in arrears for two months.

(iii)

There is breach by the mortgagor of some other condition e.g his duty to insure the property and;

(iv)

The mortgagor has failed to put the default right even after he has been given notice that the mortgagee will sell the property if he did not.

EASEMENTS AND PROFITS These are two types of benefits enjoyed over another person’s land.

Definition of an Easement: It is a privilege enjoyed by the owner of one piece of land, either to use the land of another person in a particular manner e.g to over it to reach his own land, or to restrict to a limited extent, the use by the other person of his own land. The person enjoying the privilege is however not allowed to remove the natural produce or soil of the other person’s land.

An easement cannot be given a

value in money. An easement is a legal interest in the other person’s land owned by the one enjoying it. It may be positive i.e granting an active right to do something, or negative, i.e granting power to restrict the other person’s use of his own land. Six of the main things which may be enjoyed as easement: 1.

Light: e.g right that light coming over ading land to a window shall not be unreasonably obstructed.

2.

Water: e.g right to go on ading land to divert the course of a stream.

3.

: e.g building by ading land.

4.

Fence: a right to have fence maintained by an ading owner.

5.

Air: e.g a right to have a free flow of air at one’s window.

6.

Ways: e.g a right to cross back and forth over another person’s land to get to the highway.

How are easements created? Easement are usually created by being granted to the one who is to enjoy it, and only very rarely by statute. express (2) implied (3) presumed. 1.

Express Grant:

The grant may be (1)

The Common Law required this to be by deed, but equity may accept ‘part performance’ as making good the absence of a deed

now

by

S.

6(1)

of

the

Conveyancing

ct

1881

conveyances of land include all privileges, easements and rights,

even

though

not

specifically

mentioned

in

the

conveyance. 2.

Implied Grant: This occurs mainly by an owner who sells part of his land over which he had been in the habit of exercising Quasi easements.

The principle is referred to as the rule in

Whealdon v Burrows and is stated as follows:

Where an

owner grants part of his land, the grantee obtains, by implication

easements,

which

satisfy

the

following

requirements: (i)

They must have been continuous quasi easements.

(ii)

They must be apparent.

(iii)

They must be necessary for the reasonable enjoyment of the land sold.

3.

Presumed Grant: i.e by Prescription at Common Law

If privilege of the appropriate type is proved to have been exercised (i)

as of right

(ii)

continuously and

(iii)

neither, violently, nor secretly, nor by permission, it will be deemed to be an easement established by presumed grant at common law.

Four identifying Characteristics of easements: 1.

There must be a dominant tenement and a servient tenement

The dominant tenement is the land owned by the person who is enjoying the privilege. A person who does not himself own land cannot enjoy an easement. 2.

The easement must accommodate the dominant tenement i.e It must result in the better enjoyment of dominant tenement by making it better and more convenient property.

3.

The owners of the dominant and the servient tenement must be different persons A person cannot enjoy a true easement over part of his own land, but a mere quasi easement. N.B. A mere tenant cannot acquire an easement over the ading property of his landlord, for the tenant’s occupation is in the eyes of the law the occupation of his landlord, and one cannot acquire an easement against oneself: Warburton & Poake 1857 2. H. & N: except that a tenant can acquire an easement of light.

4.

An easement must be capable of being the subject matter of grant i.e there must have been a person who was capable of granting the easement over the servient tenement, and as well a grantee who was a definite person or body having the capacity of acquiring the grant of the easement e.g he must have owned land called the dominant tenement.

If a so called privilege lacked any of the above 4 characteristics, it would not be recognised by the law as an easement and the following provision of S.6(1) of the Conveyancing Act 1881 would not apply to it. “A conveyance of land shall be deemed to include and shall by virtue of this Act operate to convey with the land all buildings erections, fixtures, commons, hedges, ditches, fences, ways, waters, water courses, liberties, privileges, easements, rights and

advantages whatsoever, appertaining or reputed to appertain to the land, or any part thereof, or at the time of conveyance, demised, occupied or enjoyed with, or reputed or known as part of parcel of, or appurtenant to the land or any part thereof”. In simple words a conveyance es to the buyer, all easements formerly enjoyed by the land being sold. CO-OWNERSHIP This means that two or more persons are entitled to simultaneous enjoyment of the land. There are two categories: (i)

t Tenancy

(ii)

Tenancy in Common

1.

t tenancy

This is created when land is ed to several persons all at the same time but with no words stating what share each is entitled to e.g “to A and B”. The grantees are t tenants and have separate rights one against the other, but as regards, persons outside the group, they are in the position of a single owner. The right of survivorship i.e jus accrescendi. i.e when one t tenant dies, his interest es to the remaining t tenants: this can go on until the last survivor is the sole owner of the land. Should a t tenant leave his share by will to someone who is not a t tenant, this will be overridden by the rule of survivorship. N.B. A t tenant can dispose of e.g sell his interest in the land while he is alive, but this has the effect of destroying the t tenancy and converting it into tenancy in common. Tenancy in Common This is to be distinguished from t tenancy as follows:

(i)

Tenants hold individual shares i.e they have quite separate and distinct interests and are only considered together because their shares are in property which is as yet undivided among them. The shares may be 1/5 to A and 4/5 to B.

(ii)

The rule of survivorship does not apply.

The size of the

shares being already settled, this is not affected by the death of a tenant. On his death his interest merely es to his heirs by will or intestacy. (iii)

Whereas the unity of possession applied, there need not be unity of interest.

CONTRACTS If either party wrongfully refuses to complete the contract the other can sue for specific performance, or if, the contract falls through because the seller wilfully refuses to sell, the buyer may sue for damages for beach of contract. But if the sale falls through by reason of defect of title, the purchaser can recover his deposit and the costs he has incurred in investigating the title. He cannot get damages for loss of his bargain.

This is a long

standing rule which was established in the case of Flureau v Thornhill (1776) 2 BI 1078.

RULES UNDER OPEN CONTRACT The following are rules as to the proof of title and matters incidental thereto under an open contract. Rule 1 Vendor must make good title

The vendor must prove that he has (or will have or can convey the title to the property to be conveyed) free from incumbrances. Rule 2 Vendor must show title for 40 years The Vendor must deliver an abstract showing all the dealings with and the history of the land for a certain period. These periods are: (a)

In the case of freehold, he must start with a document at least 40 years old which deals with the whole legal and equitable interest in the land and contains the description by which the property can be identified and does not show any defect or doubt in the title. This is called “good root of title”. Before the Vendor and Purchaser Act, 1874, which is applicable in Zambia the period was 60 years.

(b)

In case of Crown grants, leaseholds the abstract of title must begin with the grant, lease or other instruments creating the interest which is being sold however long or short time ago it may have been executed. Where it is stipulated that the title should commence with a particular instrument the nature of the instrument should in every case be clearly stated.

(c)

Grant or sale of lease or under lease (i)

Under a contract to grant or assign a term of years, whether derived from a freehold or leasehold, the intended purchaser cannot call for the title to the freehold. Thus if A, the tenant in the fee simple agrees under an open contract to grant a lease to B for 99 years, B cannot call for any title at all.

(ii)

Under a contract to sell and assign a term of years derived from a leasehold reversion. If B agrees to sell his leasehold interest to C, C is precluded from calling A’s freehold title but he can always call for the

production of the original lease granted by A to B however old. Rule 3 The Vendor must prove that the property described in the deeds is the same as the property which the Buyer has agreed to buy. This is called “proof of identity” and may be established by means of old plans, lease and declarations. Rule 4 The Vendor must prove that the land is of the same size and same nature as the description under which it is being sold. If there is some very slight mistake in the description the contract can be enforced, but as we have noticed the seller must pay back a small part of the purchaser money as compensation. BRIEF NOTES ON LAW ASSOCIATION OF ZAMBIA 1.

GENERAL CONDITIONS OF SALE 1997 Contracts for Sale normally incorporate the Law Association of Zambia General Conditions but they can be excluded.

If the General

Conditions are incorporated in the contract then the General Conditions will apply unless they are varied by the Special Conditions or are inconsistent with the Special Conditions. Deposit

2. General condition 2(a) provides that a deposit of 10% of the purchase price shall be paid by the Purchaser upon exchange of Contracts and General condition 2(b) states that such deposit

Completion

3.

is to be paid to the Vendors Advocates as stake holder.

General condition 3 provides that completion shall take place within 6 weeks of date of Interest

4.

contract if no date is fixed by the Special Conditions.

Completion will normally take

place at the offices of the Vendor. Except

where

occupation

is

given

to

the

Purchaser if completion is delayed beyond the date fixed for completion, the purchaser price or balance of the purchase price, as the case may be, shall bear interest at the rate fixed in the Special Conditions of Sale or if no rate is fixed at the rate of 30% per annum from the date

fixed

for

completion

until

actual

completion, provided that if the delay is caused by the Purchaser the Purchaser may:(i)

at his own risk deposit the purchase money or where a deposit has been paid the balance thereof at any bank in Zambia and

(ii) forthwith give to the Vendor or his Advocate notice in writing of such deposit and in that case the Vendor shall (unless and until there is further delay in completion which is attributable solely to the Purchaser’s own act or default) be bound to accept the interest, if any, allowed thereon as from the date of such deposit instead of the interest accruing

after

such

date

which

would

otherwise be payable to him under the foregoing provisions of this condition. (b)

No interest shall become payable by a

Purchaser if and so long as delay in completion

Occupation before Completion

is attributable to: 5.

(i)

default by the Vendor is deducing title in

accordance with the Contract. (ii) any other act or default of the Vendor or his Mortgagee (c)

In respect of any period during which

interest is payable the vendor shall, instead of any similar right at law or equity, have the option of taking, instead of the said interest, the rents and profits or any apportioned part thereof (as the case requires) less the outgoings or an apportioned part thereof.

If the Purchaser, not being in occupation as a tenant or lessee, is given possession before completion the, in the absence of agreement to contrary, from the date of his going into occupation the following shall apply:Rescission

(a) the Purchaser shall be the licensee of the 6.

Vendor and not the tenant, (b)the Purchaser shall keep the property in as good repair and condition as when occupation was given. (c) the Purchaser shall pay interest at the rate of 20% upon the Purchaser money or the unpaid balance thereof and pay or indemnify the Vendor against all outgoing and

expenses,

including

the

cost

of

insurance, in respect of the property. (d)The Leaseholds

Purchaser

shall

not

be

deemed

thereby to have accepted the vendor’s 7.

title.

(e) If the contract is rescinded or discharged, the Purchaser shall give up possession forthwith in as good repair and condition s aforesaid. (a) If the Purchaser continues to make any requisition or objection as to title which the Vendor shall be unable or on the grounds

of

unreasonable

expense

unwilling to remove or comply with and does not withdraw the same within ten days of being required in writing so to do “either party” may rescind the Contract. (b) Upon such rescission the vendor shall return the deposit but without interest and

the

Purchaser

shall

return

the

Abstract and all papers belonging to the Vendor and shall have no claim against the Vendor for costs, compensation or otherwise. (a) The

title

statutory

to

leasehold

leasehold)

(other

property

than shall

commence with the lease or underlease creating the term or interest sold. (b) Such lease or underlease having been made available for the inspection of the Purchaser, the Purchaser (whether he has inspected the same or not) shall be

Vacant possession

9.

deemed to have notice of all its contents and such notice shall not be affected by any partial, incomplete or inaccurate

Insurance

statement in the contract.

10.

(c) Where the term or interest sold is created by an underlease the Purchaser shall make n o objection on the ground that the conditions

and

covenants

in

the

underlease do not correspond with those in the superior lease provided that the provisions of the underlease substantially give

effect

to

the

provisions

of

the

superior lease. (d) The Vendor shall apply for the consent of the state and any other necessary licence to assign immediately after the Contract is made and shall pay any fee necessary to obtain the same and shall use his best endeavours to obtain such consent and licence at the price stated in the Contract fee from any condition which either the Vendor or the Purchaser is not already 11.

bound by law or the Contract to comply with in the event of the Vendor being unable to obtain such consent or licence to assign within the period fixed by the Special Conditions or if no period is so fixed, eight weeks from the date of the Contract, either party may rescind the Contract. Except as otherwise stated in the particulars or the special conditions vacant possession of the property will be given upon completion.

Misdescription

12.

(a) As between the Vendor and the Purchaser, the Vendor shall be bound to insure and

keep

on

foot

any

insurance

of

the

property against damage or destruction and give the Purchaser notice of any being or becoming due. (b)The Purchaser shall require to have the name of the Purchaser being endorsed on the policy or recorded by the insurers as being interested in the policy and in such case the Purchaser shall on completion pay to the Vendor a proportionate part of the



from

the

date

of

the

Contract up to the expiration of the current period of insurance and any insurance moneys received by the Vendor pursuant to such insurance shall be held by

the

Vendor

upon

trust

for

the

Purchaser and any moneys received y the Vendor’s

mortgagee

not

expended

in

reinstatement of the property shall be deducted from the purchaser price. (a) If either party shall fail to perform its part of the Contract the other party may give

Purchasers default

to the defaulting party or its Advocate at 13.

least fourteen days’ notice in writing specifying the default complained of and requiring the defaulting party to make good the same before the expiration of such notice (b)If the defaulting party is the Vendor and the Vendor does not comply with the of such notice then the Purchaser may

either

apply

to

the

Court

for

appropriate relief or rescind the Contract by notice in writing to the Vendor his his Advocate. Upon such rescission General Condition 7 (b) shall apply. (a) No error, mis-statement or omission in the particulars or in the special conditions shall annul the sale but if there shall be any such error mis-statement or omission which

materially

affects

the

quantity

description or value of the property and which is discovered by the Vendor or the Purchaser

before

completion

but

not

otherwise, the same shall form the subject of compensation to or by the Purchaser as the case may be provided that the party against whom compensation is claimed may if he so wishes and within seven days of the receipt of notice of such claim in writing rescind the contract and the deposit shall be returned to the Purchaser and

Abstract

documents Vendor

of

shall

but

the

Title be

and

all

returned

person

so

other to

the

claiming

compensation may within seven days of the receipt of such notice withdraw the compensation

and

such

notice

of

rescission shall thereupon be deemed to be withdrawn time being of the essence of this condition. (b)The amount of compensation (if any) shall Disputes

be determined by the person agreed on or nominated to settle disputes and the

14.

decision of such person thereon shall be conclusive and binding on the Vendor and the Purchaser and his costs shall be paid by the party against whom the decision of the person is made or as he shall direct. (a) If a Purchaser shall fail to perform his part of the Contract the Vendor may give to the Purchaser or his Advocate at least fourteen days notice in writing specifying the default complained of and requiring the Purchaser to make good the same before the expiration of such notice. (b)If the Purchaser does not comply with the of such notice the deposit (if any) shall be fortified to the Vendor, the Vendor may

resell

the

property

without

previously tendering an assignment to the Purchaser, and the Contract shall, without prejudice to the Vendor’s right to resume possession (if given up) and recover documents belonging to him, become void but

the

following

provisions

of

this

Condition shall apply; (c) Any resale, however effected, may be made at such time and subject to such conditions and in manner as the Vendor may think proper; (d)If within one year from the expiration of such notice the Vendor shall suffer a loss as a result of such resale by diminution of price, the Purchaser shall pay to the Vendor

the

amount

of

such

loss

as

liquidated damages, after receiving credit

for the deposit, but any surplus on such resale shall be retained by the Vendor; (e) On any resale or attempted resale made in

good

faith

within

such

year

the

Purchaser shall pay to the Vendor all expenses and disbursements reasonably incurred in such resale or attempted resale

as

liquidated

damages,

after

receiving credit for the deposit. (f) In favour of a purchaser for value acting at the time of the contract of resale in good faith any resale by the Vendor appearing to the Purchaser thereunder to be

made

in

good

faith

under

the

provisions of this condition shall be valid and

effective

notwithstanding

that

as

between the parties to this contract the Vendor may not be entitled to resell under this Condition or that the Purchaser on the resale may have made no inquiry as to the Vendor’s right to resell or that this Contract may have been ed; but if the resale is unauthorised or improper or irregular, any person aggrieved shall have his

remedy

in

damages

against

the

Vendor. Any disputes mentioned in these conditions which is to be settled as provided by this Condition shall be settled by some person agreed upon by the parties or in default of agreement,

nominated

for

the

particular

purpose by the Council of the Law Association

of Zambia in accordance with the Arbitration Act or any statutory modification thereof.

1.

CONTRACTS-FORM AND CONTENTS A contract for the sale of land is governed by the same legal rules as any other contract, but there are particular rules concerning land which need to be discussed in detail. What follows is equally applicable to sale by a private agreement or to a sale by an auction. In accordance with Section 4 of the Statute of Frauds a contract for the sale of land is not enforceable unless evidenced by some memorandum or note thereof in writing, signed by the party to be charged or some person lawfully authorised by him to sign. The following have been held to be within that section:

1.

A contract for the sale of natural growing crops such as grass or timber unless they are to be cut at once by the of the contract, in which case the contract is one for the sale of goods (see the definition of “goods” in the sale of Goods Act 1893, s.62) and must comply with the provisions of s.4 of the said Act. But a contract for the sale of industrial growing crops i.e crops produced annually

by the labour of man, it is not

within the section and need not be in writing:

2.

A contract for a mortgage of land

3.

A contract for the sale of debentures charged on land

4.

An agreement for a lease, however short:

5.

An agreement for letting lodgings, where the lodger has a separate part of the house assigned for his use but not where there is no right to separate occupation i.e a licence.

6.

An agreement for an easement. It should be noted that the contract, if not in writing, is still valid but merely unenforceable at common law. Therefore it can still be enforced, where there is a means of enforcement which is indirect e.g by forfeiture of the purchaser’s deposit or by suing the purchaser on his cheque given for the deposit and later stopped. In equity where there is a sufficient act of part performance Equity will decree specific performance, despite the lack of writing, to a party who can prove the performance of some act which is exclusively and unequivocally referable to the contract alleged and not merely introductory to the contract. Entry into possession under an oral agreement for lease is sufficient, but mere payment of a deposit is not nor even payment of the whole purchase money but compare the case of Rashid Bin Salim vs Mohammed Bin Said, (1957) E.A. 2111 where Windham D.J. said “--- and oral contract for the sale of land, wholly performed on the purchaser’s side by the payment of the purchase price entitles the purchaser to sue for specific performance----“.

The memorandum must be

signed by the party to be charged or his agent. Note that an agent can be authorised to sign by word of mouth. But if the memorandum is a deed, the agent must himself be authorised by deed (a power of attorney).

Note that a legal practitioner has no general authority to sign on behalf of his client, although he may be given express authority. To satisfy s.4 the memorandum must contain all the material of the agreement which have been expressly agreed between the parties i.e the parties, the price, the property and any other special which are material. The parties should be described by name and address, though “proprietor”, “owner” and “mortgagee” have been held to suffice in the context of a particular property. The price should always be clearly stated in the contract. If it is not so stated the court will not imply any agreement for sale “at a reasonable price”. Any other material term must also be included in the memorandum. Where a term that vacant possession was to be given on a certain day was omitted, it was held to be vital to

both

parties

and

the

memorandum

was

therefore

insufficient. However, if the omitted term solely benefits the plaintiff and is of minor importance, the plaintiff may waive the benefit of the term and enforce the contract, as where the purchaser’s agreement to pay the vendor’s costs was omitted. The form of the memorandum is generally immaterial, and it may come into existence at any time before the court hearing. The writing need not be intended to be a memorandum of an oral agreement e.g. a letter in which one party repudiates the

contract, but in which he sets out all its , will be a sufficient memorandum. The memorandum may be made up of one or more documents for example containing an offer to sell (followed by a telegram repeating the offer) accepted by telegram.

But

documents must by a clear or implied reference to the other in the one signed by the Defendant be linked.

Where the

documents are unconnected, as where a cheque for the deposit was acknowledged by a receipt which contained the contract term and there was no reference on the cheque (signed by the defendant) to the receipt. It was held that the memorandum was insufficient. It is a common practice to have two copies of the contract, one signed by the purchaser and one by the vendor, and for these to be exchanged. In such a case there is no completed contract until exchange does take place.

Thus where the

purchaser had signed his part and posted it to the vendor’s solicitor, and the vendor had signed his part but it had not been posted, there was no contract. Advocates, acting as such, cannot by their correspondence constitute a contract for they are not agents within whose ostensible authority lies the function of making a contract. Should a contract for the sale of land be ed? S.4(1) of cap 185 provides that “every document purporting to grant---- and interest in land------ must be ed------within thirty days of its date”.

On a strict construction of

these words it would appear that a contract for the sale of land is required to be ed.

Failure to do so would

result in the contract becoming “null and void” (Section 6). This in turn would lead to the absurd situation that, provided the time that elapses between contract and completion is less than thirty days, the contract will remain valid, but, if the time is longer, an otherwise valid contract becomes of no effect whatsoever, and either party may treat the whole agreement as terminated. In practice, it is accepted by the Registrar of Lands and Deeds that such a contract does not require to be ed but there has been no judicial approval of this practice. There are circumstances in which the legal practitioner acting for the purchaser should certainly the contract, for example where he suspects that the vendor may attempt to complete some other transaction notwithstanding his contract to sell, or where there is expected to be a long time lag between contract and completion. If he does not do so the purchaser may lose the land and be left with only a remedy in damages and possibly an action for negligence against his legal advisor. It follows that the only safe course is to all contracts unless specifically instructed otherwise. 2.

THE PARTICULARS OF SALE The purpose of the particulars set out in a contract is to describe the property which it is proposed to sell and also to state any incumbrances subject to which the sale is made. The particulars must describe the property correctly and a misstatement of fact (e.g that the property is freehold when it is infact leasehold) would entitle the purchaser to refuse to complete.

However, expressions of opinion (e.g that “the

property is worth K10,000” would not entitle the purchaser to rescind if, infact, the property is worthless. Although a contract for the sale of land is not one that requires uberrima fides (i.e in which an absolute duty lies on each party to disclose all material facts of which he has knowledge) there are certain items which a vendor must disclose in the contract particulars.

These may be broadly

classified as defects in quality and defects in title. Defects in quality are those in the quality of the land which will prejudice the purchaser in the physical enjoyment of the property. However, the vendor’s duty to disclose such defects depends on whether they are such as to be discoverable by inspection by the purchaser and ordinary vigilance on his part (patent defects) or whether they would be revealed by any inquiry which the purchaser is in position to make (latent defects). As regards patent defects the rule is “caveat emptor” an the vendor need not disclose them in the contract.

If the purchaser fails to

discover that, for example, the house of which he is taking a tenancy is in ruinous condition, he has only himself to blame. But active concealment by the vendor of defects which would otherwise be patent is a fraud entitling the purchaser to rescind. As regards latent defects the vendor is required to disclose these so far they are known to him, if they are, to his knowledge, such that the purchaser, if he had known of them, would not have entered into the contract. Where there is a physical defect in the property unknown to either party the purchaser will only be able to rescind if he can prove that

he will thereby be prevented from using the property for the purpose for which it was sold to him. Defects in the title are those which may expose the purchaser to adverse claims to the land.

In the absence of anything to the

contrary, an agreement for the sale of the land implies that the whole of the vendor’s interest will be sold. It follows that if there are incumbrances which the vendor cannot or will not remove he must give details in the contract. If he does so the purchaser impliedly agrees to take subject to such incumbrances as he has knowledge of at the date of the contract. But such notice does affect the liability of a vendor who expressly agrees to show a good title. What constitutes a defect in title which the vendor will be bound to disclose?

The courts have held that the following matters are

defects:(a)

The existence of an easement over the property.

(b)

Covenants restricting the use and enjoyment of the property.

(c)

On the sale of leasehold, the existence of any unusual or onerous covenants in the lease.

(d)

The failure of the contract to distinguish between an original lease and an underlease.

(e)

The existence of a lease or tenancy agreement of the property. Although a mortgage is clearly; an incumbrance, it is accepted practice that, if the mortgage is to be redeemed on or before completion, there is no need to mention the mortgage in the contract.

3.

THE DEPOSIT

It is usual upon exchange of contracts for the purchaser to pay a deposit of 10% of the purchase price (though the amount may

vary). This acts as part payment of the purchaser price and as a guarantee that the purchaser will perform the contract.

As has

already been noted payment of the deposit is not an act of part performance sufficient to render enforceable in equity an oral contract that is not enforceable at law. The deposit is usually paid to the Vendor’s solicitors, though it may be taken by the vendor himself or by an estate agent. It may be taken either “as stakeholder” or “as agent for the vendor”. If taken as stakeholder the effect is that the holder of the deposit may not be part with it unless and until both parties to the contract have performed their sides of the bargain. Where the deposit is taken as agent for the vendor it must be paid over to the vendor on demand. The Vendor will be liable for the deposit if it is paid to and then misappropriated by the agent. The vendor will also be liable where the deposit is paid to an estate agent “subject to contract” and he subsequently becomes insolvent before the contract is signed. In the absence of any stipulation as to how the deposit is to be held in such a case, it is held as agent for the vendor. Even where the vendor’s agent holds the deposit as stakeholder the vendor remains liable on the agent’s insolvency. Where the vendor is a trustee who has an agent acting for him the deposit should never be held by that agent as stakeholder for the trustees would then be in breach of S. 18(3) of the Trustee Act 1893. If the sale does not take place because the vendor cannot make good title, the deposit must be returned to the purchaser with interest (unless otherwise stipulated).

FORMAL PARTS OF DOCUMENTS LEASE DATE

THIS LEASE made the

Day of

One

Thousand nine hundred and Ninety----------------PARTIES

Between (1)JOHN BANDA of Lusaka in the Republic of Zambia (hereinafter called “the Lessor”) of the one part and (2)FELIX PHIRI also of Lusaka aforesaid (hereinafter called “the Tenant”) of the other part

TESTATUM WITNESSETH as follows: In consideration of the Rent and the Tenant’s covenants hereinafter reserved and contained. DEMISE

The Lessor DEMISES unto the tenant

PARCELS

ALL

THAT

dwelling

house

etc.

Situate

at

------------------------------HABENDUM

TO HOLD unto the Tenant from ----------------- for

the term of ---------- years. REDDENDUM

YIELDING AND PAYING therefore during the said

term------COVENANTS BY TENANT

THE TENANT HEREBY COVENANTS with the Lessor as follows:

LANDLORD’S COVENANT

THE LESSOR HEREBY COVENANTS with the

Tenant that the Tenant performing and observing all the covenants herein contained may quietly hold and enjoy---------------------------------------------TESTIMONIUM IN WITNESS whereof----------------------------------ATTESTATION

Signed Sealed and Delivered ----------------------------

ASSIGNMENT DATE

THIS ASSIGNMENT is made the -------------------- day of -------------- 19

PARTIES

BETWEEN CHARLES CHIKOTI of ------------ (hereinafter called “the Vendor”) of the one part and DICKSON DAKA of ---------------- (hereinafter called “the Purchaser”) of the other part.

RECITALS WHEREAS --------------------------------------------------------------------------TESTATUM NOW THIS INDENTURE WITNESSETH ---------------------------------CONSIDERATION

In pursuance of the said agreement and in

consideration of-------- the sum of ---------------------------------------------------------------------------RECEIPT

(The receipt of which sum the Vendor hereby acknowledges)

OPERATIVE

The Vendor as Beneficial Owner hereby assigns unto the purchaser

PARCELS

ALL THAT -----------------------------------------------------------------

HABENDUM RESTRICTION

TO HOLD the same unto the Purchaser SUBJECT to

---------------------------------------------------------------PURCHASER’S COVENANTS

The Purchaser hereby covenants with the Vendor

------------------ATTESTATION

IN WITNESS whereof the said parties have hereto set their hands and seals the day and year.

TESTIMON IUM SIGNED SEALED and DELIVERED ------------------------------APPLICATION FOR CONSENT FORM 1 (Regulation 3(a) REPUBLIC OF ZAMBIA MINISTRY OF LANDS NATURAL RESOURCES AND TOURISM NON-AGRICULTURE LAND The Commissioner of Lands P O Box 30069 LUSAKA PART 1 (To be completed by the lessee in duplicate)

APPLICATION FOR CONSENT TO ASSIGN/SUBLEASE/MORTGAGE/CHARGE PART WITH POSSESSION/SELL/TRANSFER/SUBDIVIDE ------------------------------------------------------------------------------------------------------------1.

Property:

Stand/Plot/Farm/Subdivision

No. ---------------------------------------------------------------------------------------------2.

Area/Acres/Hectares/Square

Metres:

----------------------------------------------------Zoning: 3.

Name

Residential/Commercial/Industries of

--------------------------------------------------------------------------------

lessee:

4.

Residential Address:---------------------------------------------------------------------------Proposed Assignee/Sublessee/Chargee/Transferee etc.

5.

Name

in

full:

-----------------------------------------------------------------------------------6.

Address: -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Details of Unexhausted improvements Value (i)

-----------------------------------------

K

(ii)

-----------------------------------------

K

(iii)

-----------------------------------------

K

(iv)

-----------------------------------------

K

(v)

-----------------------------------------

K ----------------Total

K -----------------

7.

(If application is for Subdivision) State: (a)

Existing development on property:

------------------------------------------------------------------------------(b)

Proposed

developments

on

Subdivision

(s)

-----------------------------------------------------------------------------------------------------------------------------8.

Proposed

price//consideration/rent

or

periodical

payment (state frequency

if

rent

or

-----------------------------------------------

periodical

payment)

K:

9.

(If application is for a Mortgage or Charge) state amount

advance/Debt ----------------------------------------DATE:

----------------------------------------LAW ASSOCIATION OF ZAMBIA Contract and Conditions of Sale

AN

AGREEMENT

made

the

---------------------------

day

of

--------------------------- one Thousand Nine Hundred and Ninety BETWEEN

of Lusaka in the Republic of Zambia

(hereinafter called the “Vendor” of the one part and

a

company

incorporated in Zambia and having its ed office at Lusaka (hereinafter called the “Purchaser”) of the other part WHEREBY IT IS AGREED that the Vendor will sell and the Purchaser will purchase the property referred to in the accompanying particulars at the price of

upon the accompanying and

conditions and the Vendor and the Purchaser do on their respective parts agree to complete the said purchase on the said and conditions. AS WITNESS the hands of the parties hereto or their duly authorised agents the day and year first before written. SIGNED by In the presence of:

) )

WITNESS Name: Address: Occupation: SIGNED by

)

In the presence of:

)

WITNESS Name: Address: Occupation:

PARTICULARS (Description) ALL THAT piece of land in extent less being

more or

situate at

which piece of

Land is more particularly delineated and described on Diagram No. of

annexed to the Certificate of Title relating to this

piece of Land EXCEPT and RESERVED all minerals oils and precious

stones

whatsoever

upon

or

under

the

said

land

TOGETHER WITH the unexhausted improvements thereon for a term of 99 years from the

day of

20

by a Lease (hereinafter called the Lease) dated and between

created made

SPECIAL CONDITIONS

1.

The property is sold subject to the Law Association of Zambia General Conditions of Sale 1997 so far as the same are not inconsistent with or varied by these Special Conditions.

2.

The Vendors Advocates are: The Purchasers Advocates are:

3.

The period fixed for obtaining the states consent any other necessary licence to assign shall be ----------------------- weeks from the date of the Contract.

4.

The date fixed for completion

5.

The Vendor is selling as

6.

The title shall commence with

7.

The property is sold subject to

DATED

20----

AND

LAW ASSOCIATION OF ZAMBIA CONTRACT AND CONDITIONS OF

SALE RELATING TO:

VENDOR’S ADVOCATES:

PURCHASER’S ADVOCATES:

No: -----------------CERTIFICATE OF TITLE

REPUBLIC OF ZAMBIA ed No. 1234/2

The Lands & Deeds Registry Act

CERTIFICATE OF TITLE

THIS CERTIFICATE dated the 1st day of September one thousand nine hundred and fifty five under the hand and seal of the Registrar of Lands and Deeds of Zambia WITNESSETH that KACHIPEMBE LIMITED of Lusaka in the Republic of Zambia is a tenant of lease for the unexpired residue of a term of 99 years from the first day of March

1955

(Subject

to

such

reservations

restrictions

incumbrances underwritten or indorsed hereon) or and in all piece of land in extent 0.340 of an acre more or less being Stand No. 1234 situate in the Lusaka Township in the Central Province of Zambia which piece of land is more particularly delineated and described on Diagram 380 of 1955 except and reserved all mineral oils and precious stones whatsoever upon or under the said land.

Signature

Of registrar of Lands & Deeds

Document Registration

No.

------------------------------------------------------------------------------------------------------------8.8.55

1.9.55

1234/1

The reservations ---------------------------------------------------------

restrictions

restrictive ---------------------------------------------------------

Covenants and

conditions ---------------------------------------------------------

mentioned

contained or referred to in a lease (a copy of which is attached hereto made between the Crown of the one part and Kachipembe-Limited- of the other part) 10.7.58

12.7.58

1234/2

Mortgage to Ndalama Bank Limited to secure K500,000 and Interest

28.8.75

29.8.75

1234/3

Vacating Receipt of ed No. 123/2

No. L2748D

REPUBLIC OF ZAMBIA ed No. 2 THE LANDS AND DEEDS REGISTRY ACT CERTIFICATE OF TITLE FOR UNIT UNDER COMMON LEASEHOLD SCHEME THIS IS TO CERTIFY that RURAL DEVELOPMENT CORPORATION LIMITED is the ed proprietor of ALL THAT piece of leasehold land shown and edged red on the plan (hereinafter attached) known as Unit No. CL/1/2 of LUS/2127/CL/1/2 and comprising approximately 0084 square meters situate at Lusaka Province and with the share of the unit holder in common property being 8.33 per cent

------------------------------------------Registrar Dated 28 August 1996

Memorials ___________________________________________________________________________________________ Date of Date of ed Cancellation Document Registration No. ___________________________________________________________________________________________ 28.8.96 28.8.96 2127/CL/1/2/1 Subject also to the interest endorsed ------------------------------------in the and to such other interest, by-laws. ------------------------------------------------------------------easements and restrictions implied or created ------------------------------------------------------------------By the Common Leasehold Schemes Act. 1994 ------------------------------------------------------------------and has the benefit of and as subject to the rights -----------------------------------------------------------------and obligations imposed as varied by the ------------------------------------------------------------------------------common leasehold declaration entered in the ------------------------------------------------------------

------------------------common leasehold on 28 August -------------------------------------------------------------------------------------------------------------------------- 1996 ------------------------------------------------------------------------Subject to the covenants and conditions ----------------------------------------------------------contained in part 1 of the First Schedule to -------------------------------------------------------------------------- Land (Conversion of Titles) Regulations, 1975 -------------------------------------------------------------------------------------------The said covenants and conditions are produced --------------------------------------------------------In Annexture A to this Certificate ---------------------------------------------------------------------------------------------------------------------------18.5.14 20.5.14 264 Subject also to the exceptions reservations Restrictions restrictive covenants and ---------------------------------------------------Conditions contained in an Indenture of ----------------------------------------------------------------------grant of final title made between The ---------------------------------------------------------------------British South Africa Company of the one -------------------------------------------------------------------Part and Batana Bututa Manpodi of the -------------------------------------------------------------------other part so far as the same are still ------------------------------------------------------------------Subsisting and effect the said land --------------------------------------

STEPS PURCHASE AND SALE INSTRUCTIONS

(Vendor and Purchaser)

1.

Name Address-telephone number etc.

2.

Whereabouts of Title Deeds 9V)

3.

Particular of Transaction i.e. Price

4.

Special Conditions i.e Mortgage Finance, Payment of costs etc.

BEFORE EXCHANGE OF CONTRACTS VENDOR 1.

Letter confirming Instructions + Letter to Purchaser’s Advocates

2.

Apply for consent

3.

Conduct Searches

4.

Obtain deeds from Bank or Building Society, if need be

5.

Draft Contract for approval by Purchaser’s Advocates

6.

Send draft (one plus one) to Purchaser’s Advocates for approval

7.

When draft approved-take instructions on any amendments, if necessary, engross, and have client execute it after explaining contract to client and send both copies to purchasers Advocates.

PURCHASER 1.

Conduct searches.

2.

Confirm instructions with client.

3.

Write to vendor’s Advocates.

4.

When draft contract received-approve draft-(do amendments on both copies). Endorse both contracts “Approved as amended in red” date + sign and send copy to Vendor’s Advocates.

5.

Request vendor’s Advocates to deduce Title when returning contract duly executed (This will save time in the long run).

6.

When vendor forwards engrossed contracts explain contents to clients and have same executed.

EXCHANGE OF CONTRACTS send contract executed by Purchaser together with deposit payable to Vendors Advocates. Do not forget to date both contracts. In practice the Vendors Advocates will send both copies of engrossed contract to Purchaser’s Advocates for execution. Purchaser’s Advocates will have copies executed and return both copies to Vendors Advocates with the deposit payable.

Vendors Advocates will then have

both contracts executed and ate the same and send one copy to Purchaser’s Advocates. DEDUCING TITLE VENDOR Vendor’s Advocates will photocopy the certificate of title or provisional certificate and previous assignments etc and send to Purchaser’s Advocates.

PURCHASER The Purchaser’s Advocates will investigate Title. He will check that the Deeds are in order i.e the property belongs to the Vendor and if there are any encumbrances affecting the property i.e mortgages or leases (he can request advocates to remove the encumbrances). DRAFTING ASSIGNMENT PURCHASER Purchaser’s Advocates drafts the assignment and forwards two copies to the Vendors Advocates for approval. VENDOR Approves assignment and endorses on both copies “Approved as amended in red” signs + dates both copies and forwards one copy to Purchaser’s Advocates. PURCHASER Purchaser’s Advocate engrosses the assignment and forwards two copies to the Vendor Advocates for execution. VENDOR Vendors Advocate has assignments and copy executed and prepares a completion statement to forward to Purchaser’s Advocate. PURCHASER Purchaser’s Advocate checks that figures are correct on the completion statement. The parties then arrange a suitable date for completion. COMPLETION This takes places in the Vendor’s Advocates office or at the office of the person or organisation holding the Deeds i.e mortgages advocates.

On

completion the Vendors Advocates hand over to the Purchasers Advocates

the Title Deeds etc. in return for the Purchaser price shown on the completion statement (make adjustments if necessary). AFTER COMPLETION Purchaser’s Advocates prepares lodgement schedule and attends to registration.

Both parties draw bills of costs and send them to their

respective clients. ASSIGNMENT – FREEHOLD THIS INDENTURE made the

day of

Thousand nine hundred and seventy

One BETWEEN

of Lusaka in the Central Province of the Republic of Zambia (hereinafter called “the Vendor”) of the one part and

of

Lusaka

aforesaid (hereinafter called “the Purchaser”) of the other part. WHEREAS

immediately

prior

to

the

commencement

of

the

Land

(Conversion of Titles) Act 1975 (hereinafter called “the Act”) the Vendor was seized of the hereditaments described in the Schedule hereto (hereinafter called “the Property”) for an estate in fee simple in possession subject to the exceptions reservations (other than the perpetual yearly rent charge or any part thereof) restrictions restrictive covenants and conditions contained in an Indenture of Conveyance dated the Ninth day of June One Thousand Nine Hundred and Fifty and made between ELIZABETH BETTINA MARRAPODI of the one part and William Steinberg Pretorious Erlank of the other part so far as the same are still subsisting and affect the said land and subject also to the restrictive and other covenants contained in an Indenture of Conveyance dated the Twenty Fourth day of February One Thousand Nine Hundred and Fifty Six and made between William Steinberg Pretorious Erlank of the one part and Gerald William Devonish Beaman of the other part so far as the same are still subsisting and affect the said land AND WHEREAS by virtue of Section 5 of the Act the Vendor’s legal estate in fee simple was converted to a statutory Leasehold as defined in the Act

for a term of One hundred (100) years from the first day of July One Thousand Nine Hundred and Seventy Five AND WHEREAS the Purchaser has now called upon the Vendor to execute an assignment of its said Statutory Leasehold estate in pursuance of the provisions of the Contract as hereinbefore recited at the price of Twelve Thousand Nine Hundred Kwacha (K12,900.00). NOW THIS INDENTURE as follows: 1.

In pursuance of the said agreement and in consideration of the sum of Twelve Thousand Nine Hundred Kwacha (K12,900.00) now paid by the Purchaser to the Vendor (the receipt of which sum the Vendor has acknowledged) the Vendor as Beneficial Owner HEREBY ASSIGNS unto the Purchaser ALL AND SINGULAR the Property more particularly delineated and described in the Schedule hereto TO HOLD the same together with the unexhausted improvements thereon unto the Purchaser for the said unexpired residue of the said term created by the Act subject as aforesaid and SUBJECT TO all statutory restrictions now imposed or to be imposed in respect thereof.

2.

The Purchaser HEREBY COVENANTS with the Vendor that the Purchaser its successors in title and assigns will hence forth at all times hereafter save harmless and keep the vendor and his heirs and assigns indemnified from and against all proceedings costs claims damages and expenses whatsoever on of any mission or any breach

of

any

of

the

statutory

impositions

or

restrictions

hereinbefore referred to. IN WITNESS whereof the Vendor and the Purchaser have hereunto set their hands and seals the day and year first before written. THE SCHEDULE HEREINBEFORE REFERRED TO ALL THAT piece of land in extent four one nine nought (4190) square metres more less being the Remaining Extent of Subdivision No. 281 of

Farm No. 441 situate near Lusaka in the Central Province of the Republic of Zambia which piece of land is more particularly delineated and described on diagram No. 814 of 1989 annexed to the Certificate of Title relating thereto EXCEPT AND RESERVED all minerals oils and precious stones whatsoever upon or under the said land.

Signed sealed and delivered ) By the said

)

In the presence of:

)

WITNESS Name: Address: Occupation: Signed sealed and delivered ) By the said In the presence of: WITNESS Name: Address: Occupation:

) )

ASSIGNMENT 100 YEARS THIS INDENTURE made the ---------------------- day of ----------------------------- one thousand nine hundred and ninety BETWEEN

a

company

incorporated in Zambia and having its ed office at Lusaka in the Republic of Zambia (hereinafter called “the Vendor”) of the one part and a company incorporated in Zambia and having its ed office at Lusaka aforesaid (hereinafter called “the Purchaser”) of the other part. WHEREAS 1.

The Vendor is the tenant or lessee of the hereditaments more particularly described in the Schedule hereto (hereinafter called “the Property”) for the residue now unexpired of the term of One Hundred (100) years from the 1 st day of July One Thousand Nine Hundred and Seventy Five created by the Land (Conversion of Titles) Act 1975 (hereinafter called “the Act”) at the rent reserved and SUBJECT to the covenants and conditions contained in Part 1 of the First Schedule to the Land (Conversion of Titles) Regulations 1975 and SUBJECT TO

the exceptions reservations restrictions

restrictive covenants and conditions contained in an Indenture of Grant Final Title made between his Majesty of the one part and Lionel James Marston of the other party and dated the 31 st day of March 1975 so far as the same are still subsisting and affect the said property AND SUBJECT ALSO to the restrictive covenants and the right of way and with the benefit of the right of way contained in an indenture of conveyance made between Jacobus Johannes Potgieter of the first part Alexander Pretorius of the second part and Dale Motors Limited of the third part and dated the 15th December 1955. 2.

The Vendor has agreed to sell the said piece of land to the Purchaser for the sum of One Million Two Hundred Thousand Kwacha (K1,200,000.00).

3.

The necessary consent in writing to the Assignment hereby made has been duly obtained.

NOW THIS DEED WITNESSETH as follows:In pursuance of the said agreement and in consideration of the sum of One Million Two Hundred Thousand Kwacha (K1,200,000) paid by the Purchaser to the Vendor (the receipt whereo the Vendor hereby acknowledges) the Vendor as Beneficial Owner HEREBY ASSIGNS unto the Purchaser ALL THAT the property described in the schedule hereto SUBJECT TO the right of way and with the benefit of the right of way contained in the said Indenture of Conveyance made between Jacobus Johannes Potgieter of the first part Alexander Pretorius of the second part and Dalex Motors Limited the third part and dated the 15 th December, 1955 TO HOLD the same unto the Purchaser for the residue of the said term of One Hundred (100) years SUBJECT to the payment of the yearly rent and the lessees covenants and conditions prescribed in respect thereof. 1.

The Purchaser HEREBY COVENANTS with the Vendor that the Purchaser will at all times henceforth during the continuance of the said term pay all such rent becoming due and observe and perform the said covenants and conditions on the part of the lessee and conditions which may now or hereafter be prescribed in respect of the properties and will at all times keep the Vendor effectually indemnified against all proceedings costs claims and expenses damages and demands whatsoever by reason of an of any omission to pay the said rent or any breach of the said covenants and conditions.

IN WITNESS whereof the parties hereto have caused their Common Seals to be hereunto affixed the day and year before written. THE SCHEDULE hereinbefore referred to:

ALL THAT piece of land in extent 0.4647 hectares more or less being the remaining extent of Subdivision No. 7 of Farm No. 397a “Chipwenupwenu” situate in the Lusaka Province of Zambia which piece of land is more particularly delineated and described on Diagram No. 1727 of 1955 annexed to the Certificate of Title issued in respect of this piece of land EXCEPT and RESERVED all minerals oils and precious stones whatsoever upon or under the said land. THE COMMON SEAL of

)

Was hereunto affixed

)

In the presence of the Vendor

)

DIRECTOR: SECRETARY: THE COMMON SEAL of

the Purchaser

)

Was hereunto affixed in the presence of ) DIRECTOR: SECRETARY: ASSIGNMENT PRESIDENTIAL LEASE THIS INDENTURE made the

day of

nine hundred and ninety BETWEEN

one

thousand

and

both of Lusaka in the Republic of Zambia (hereinafter called “the Vendors”) of the one part and

also of Lusaka aforesaid (hereinafter

called “the Purchaser”) of the other part. WHEREAS 1.

By a Lease (hereinafter called “the Lease”) dated the Twenty Seventh day of September, One Thousand Nine Hundred and EightyNine and made between The President of the one part and Five Car Hire Zambia Limited of the other part ALL THAT the hereditaments

and premises more particularly described in the schedule hereto (hereinafter called “the Premises”) were demised to the said Five Car Hire Zambia Limited for the term of 99 years from the 1 st day of September One Thousand Nine Hundred and Eight Nine at the rent reserved and the covenants conditions and stipulations contained in the said Lease. 2.

The premises comprised in and demised by the Lease are now vested in the Vendors for the residue of the term of years created by the Lease subject to the rent covenants and conditions contained in the Lease.

3.

The Vendors have agreed with the Purchaser for the sale to the Purchaser of the said premises subject as aforesaid but otherwise free from encumbrances at the price of Five Million Five Hundred Thousand Kwacha (K5,500,000).

NOW THIS DEED WITNESSETH as follows: 1.

In pursuance of the said agreement and in consideration of the sum of Five Million Five Hundred Thousand Kwacha (K5,500,000) paid to the Vendors by the Purchaser (the receipt whereof the Vendors hereby acknowledge) the Vendors as Beneficial Owners HEREBY ASSIGN unto the Purchaser ALL AND SINGULAR the piece of land comprised in and demised by the Lease together with all buildings erected thereon TO HOLD same unto the Purchaser for the residue of the term of years created by the Lease SUBJECT to the payment of the rent and to the covenants on the part of the Lessee and the conditions and stipulations in the Lease reserved and contained and henceforth on the part of the Lessee to be paid performed and observed.

2.

The Purchaser with the object and intention of affording to the Vendors and their successors a full sufficient indemnify in respect of the rent covenants and conditions reserved and contained in the Lease but not further or otherwise covenant with the Vendors as follows:-

(a)

to pay the reserved rent henceforth to become payable in respect of the premises;

(b)

to perform and observe all the covenants and conditions henceforth on the part of the Lessee to be performed and observed.

3.

The necessary consent in writing to the Assignment hereby made has been duly obtained and Property Transfer Tax paid to the Collector of Taxes.

4.

It is hereby certified that for the purpose of any duty payable the aggregate amount or value of the consideration for this transaction does not exceed Five Million Five Hundred Thousand Kwacha (K5,500,000).

IN WITNESS whereof the parties hereto have hereunto set their hands and seals the day and year first before written. THIS SCHEDULE hereinbefore referred to: ALL THAT piece of land in extent 0.3730 hectares more or less being subdivision 1 of Subdivision A of stand No. 74 situate in the Lusaka Province of Zambia which piece of land is more particularly delineated and described on Diagram No. 39 of 1991 annexed to the Certificate of Title issued in respect of this piece of land EXCEPT and RESERVED all minerals oils and precious stones whatsoever upon or under the said land SIGNED SEALED and DELIVERED By Presence of: WITNESS: Name: Address: Occupation:

in the

) ) )

SIGNED SEALED and DELIVERED By

in the

) )

Presence of:

)

WITNESS: Name: Address: Occupation:

SIGNED SEALED and DELIVERED By Presence of: WITNESS: Name: Address: Occupation:

in the

) ) )

ASSIGNMENT TO SOCIETY THIS INDENTURE made the

day of

one

thousand nine hundred and ninety BETWEEN

a

company

incorporated in Zambia and having its ed office at Lusaka (hereinafter called “the Vendor”) of the one part and a body corporate established under the Land (Perpetual Succession) Act (hereinafter called “the Purchaser) of the other part. WHEREAS 1.

By a lease (hereinafter called “the Lease”) dated the Twenty First day of December One Thousand Nine Hundred and Eight Four and made between the President of the one part and

of the other part ALL THAT the

hereditaments and premises more particularly described in the schedule hereto (hereinafter called “the Premises”) were demised to the said

for the term of 99 years

from the 1st day of November, One Thousand Nine Hundred and Eighty at the rent reserved and the covenants conditions and stipulations contained in the said lease. 2.

The premises comprised in and demised by the Lease are now vested in the Vendor for the residue of the term of years created by the Lease subject to the rent covenants and conditions contained in the Lease.

3.

The Vendor has agreed with the Purchaser for the Sale to the Purchaser of the said premises subject as aforesaid but otherwise free from encumbrances at the price of Thirty Million Kwacha (K30,000,000)

NOW THIS DEED WITNESSETH as follows:1.

In pursuance of the said agreement and in consideration of the sum of Thirty Million Kwacha (K30,000,000) paid to the

Vendor by the Purchaser (the receipt whereof the Vendor hereby acknowledges) the Vendor as Beneficial Owner HEREBY ASSIGNS unto the Purchaser ALL THAT the property described in the schedule TO HOLD the same unto the Purchaser for the residue of the term of years created by the lease SUBJECT to the payment of the rent and to the covenants on the part of the Lessee and the conditions and stipulation in the Lease. 2.

The Purchaser with the object and intention of affording to the Vendor and his successors a full sufficient indemnify in respect of the rent covenants and conditions reserved and contained in the Lease but not further or otherwise covenant with the Vendor as follows:(a)

to pay the reserved rent henceforth to become payable in respect of the premises.

(b)

to

perform

and

observe

all

the

covenants

and

conditions henceforth on the part of the Lessee to be performed and observed. 3.

The necessary consent in writing to the assignment hereby made has been duly obtained and Property Transfer Tax paid to the Collector of Taxes.

4.

It is hereby certified that for the purpose of any duty payable the aggregate amount or value of the consideration for this transaction does not exceed thirty million kwacha.

IN WITNESS whereof the Vendor and the Purchaser have caused their respective common seals to be hereunto affixed the day and year of before written. THE SCHEDULE hereinbefore referred to:ALL THAT piece of land in extent 3200 square metres more or less being Stand No. 9061 situate in the Lusaka Province which piece of land is more particularly delineated and described on Diagram No. 84 of 1981 annexed to the Certificate of Title issued in respect of

this piece of land EXCEPT and RESERVED all minerals oils and precious stones whatsoever upon or under the said land. THE COMMON SEAL of

)

Was hereunto affixed

)

In the presence of:

)

DIRECTOR: SECRETARY: THE COMMON SEAL of

)

Was hereunto affixed

)

In the presence of:

)

DIRECTOR: SECRETARY: ASSIGNMENT TENANTS IN COMMON THIS INDENTURE made the

day

of

One

Thousand

Nine

Hundred and Ninety BETWEEN a company incorporated in Zambia and having its ed office at Lusaka (hereinafter called “the Vendor”) of the one part and

both of Lusaka in the Republic

of Zambia (hereinafter called “the Purchasers”) of the other part. WHEREAS 1.

The Vendor is the tenant or lessee for the unexpired residue of them of 100 years from the 1 st day of July One Thousand Nine Hundred and Seventy Five of ALL THOSE pieces of land described in the schedule hereto at such rent and on such and conditions as are hereinafter mentioned.

2.

The Vendor has agreed to sell the said pieces of land to the Purchasers

for

(K15,000,000)

the

sum

of

Fifteen

Million

Kwacha

NOW THIS DEED WITNESSETH as follows: 1.

In pursuance of the said agreement and in consideration of the sum of Fifteen Million Kwacha (K15,000,000) paid by the Purchasers to the Vendor (the receipt whereof the Vendor hereby acknowledges) the Vendor as Beneficial Owner HEREBY ASSIGNS unto the Purchasers ALL THOSE the properties described in the schedule TO HOLD the same unto the Purchasers as Tenants in Commons in equal shares for the residue of the said term of years SUBJECT to the payment of the yearly rent and covenants and conditions prescribed under the Land (Conversion of Titles) Regulations 1975 and as amended from time AND SUBJECT ALSO to the exceptions reservations restrictions restrictive covenants and conditions contained in an Indenture of Grant of Final Title dated 8th day of June 1926 and made between His Majesty of the one part and Jacob Patrick Martinus Oastuizen of the other part so far as the same are still subsisting and affect the said land.

2.

The Purchasers HEREBY COVENANT with the Vendor that the Purchasers and each of them will at all times henceforth duly pay all such rent becoming due and observe and perform the said covenants and conditions on the part of the lessee to be observed and performed and also will at all times henceforth save harmless and keep indemnified the Vendor from and against all proceedings costs claims and expenses on on any omission to pay the said rent or any breach of the said covenants conditions.

3.

The necessary consent in writing to the Assignment hereby made has been duly obtained and Property Transfer Tax paid to the Collector of Taxes.

4.

It is hereby certified that for purposes of any fee and property transfer tax payable the aggregate amount of value

for this transaction does not exceed Fifteen Million Kwacha (K15,000,000). IN WITNESS whereof the Vendor has caused its common seal to be hereunto affixed and the Purchasers have hereunto set their hands and seals the day and year first before written. THE SCHEDULE hereinbefore referred to: FIRSTLY ALL THAT piece of land in extent 2048 square metres more or less being subdivision A of Subdivision No. 40 of Farm No. 737a Emmasdale situate in the Lusaka Province of Zambia which piece of land is more particularly delineated and described on Diagram No. 406 of 1972 annexed to the Certificate of Title issued in respect of this piece of land EXCEPT and RESERVED all minerals oils and precious stones whatsoever upon or under the said land. AND SECONDLY ALL THAT piece of land in extent 2048 square metres more or less being subdivision B of subdivision No. 40 of Farm No. 737a “Emmasdale” situate in the Lusaka Province of Zambia which piece of land is more particularly delineated and described on Diagram No. 407 of 1972 annexed to the Certificate of Title issued in respect of this piece of land EXCEPT AND RESERVEVD all minerals oils and precious stones whatsoever upon or under the said land. THE COMMON SEAL OF

)

Was hereunto affixed

)

In the presence of

)

DIRECTOR: SECRETARY:

SIGNED SEALED and DELIVERED by

)

In the

)

Presence of:

)

WITNESS: Name: Address: Occupation: SIGNED SEALED and DELIVERED by

)

In the

)

Presence of:

)

WITNESS: Name: Address: Occupation:

ASSIGNMENT-FORMER CITY COUNCIL LEASE THIS INDENTURE made the

day of

One Thousand

Nine Hundred and Ninety BETWEEN a company incorporated in Zambia and having its ed office at Lusaka (hereinafter called “the Vendor”) of the one part and a company incorporated in Zambia and having its ed office at Lusaka (hereinafter called “the Purchaser”) of the other part. WHEREAS 1.

Immediately prior to the commencement of the Lands Act 1995 (hereinafter called “the Act”) the property described in the schedule hereto was demised to the Vendor for a term of 99 years (less the last 3 days thereof) from the 8 th day of July, One Thousand Nine Hundred and Sixty Nine subject to the payment of the rent and covenants and conditions contained in a Lease (hereinafter called “the Lease”) dated the 20 th day of May One Thousand Nine Hundred and Sixty Nine and made between The City Council of Lusaka of the one part and of the other part.

2.

The said piece of land comprised in and demised by the Lease is now vested in the Vendor for the residue of the term of years created by the Lease.

3.

By virtue of Section 6 of the Act the Vendor is deemed to hold the said property from the President for the term of 99 years from the said date and upon the same covenants and conditions as mentioned in the Lease.

4.

The Vendor has agreed to sell the premises comprised in and demised by the Lease to the Purchaser for the residue of the term of years created by the Lease at the Price of Ninety Million Kwacha (K90,000,000).

NOW THIS DEED WITNESSETH as follows:-

1. In

consideration

of

the

sum

of

Ninety

Million

Kwacha

(K90,000,000) paid to the Vendor by the Purchaser (the receipt whereof the Vendor hereby acknowledges) the Vendor as Beneficial Owner HEREBY ASSIGNS unto the Purchaser ALL AND SINGULAR the piece of land comprised in and demised by the Lease together with all buildings erected thereon TO HOLD the same unto the Purchaser all the residue of term of years created by the Lease SUBJECT to the payment of the rent and to the covenants on part of the Lessee and the conditions and stipulations in the Lease reserved and contained and henceforth on the part of the Lessee to be paid performed and observed. 2. The

Purchaser

HEREBY

COVENANTS

with

the

Vendor

henceforth during the continuance of the said term to pay the rent reserved by and to perform and observe the said covenants and conditions and stipulations contained and observed and keep indemnified the Vendor against all actions claims and demands whatsoever in respect of the said rent covenants and conditions or anything relating thereto. 3. The necessary consent in writing to the Assignment hereby made has been duly obtained and Property Transfer Tax paid to the Collector of Taxes. 4. It is hereby certified that for purposes of any duty payable the aggregate amount or value of the consideration for this transaction

does

not

exceed

Ninety

Million

Kwacha

(K90,000,000). IN WITNESS

whereof the parties hereto have caused their

common seals to be hereunto affixed the day and year first before written. THE SCHEDULE hereinbefore referred to:ALL THAT piece of land in extent----------------------- more or less being Farm No.-------- situate at Lusaka in Lusaka Province of Zambia

which piece of land is more particularly delineated and described on Diagram No.-------- of --------------- annexed to the Certificate of Title relating to the aid land except and reserved all minerals oils and precious stones whatsoever. THE COMMON SEAL of

)

Was hereunto affixed

)

In the presence of: DIRECTOR: SECRETARY: THE COMMON SEAL of

)

Was hereunto affixed

)

In the presence of: DIRECTOR: SECRETARY: DEED OF GIFT (TENANTS IN COMMON) THIS INDENTURE was made the

day of

One

Thousand Nine Hundred and Ninety Four BETWEEN (“the Father”) of Lusaka in the Republic of Zambia (hereinafter called “the Donor”) of the one part and

(“the

Children”)

also

of

aforesaid (hereinafter called “the Donees”) of the other part WHEREAS 1.

By an Indenture of Lease (hereinafter called “the Lease”) dated Twenty Sixth day of December One Thousand Nine Hundred and Seventy Nine and made between the President of the one part and the Donor of the other part ALL THAT the property described in the was demised to the Donor for the term of 99 years from the 8th day o April One Thousand Nine Hundred and Seventy Nine SUBJECT to the payment of the

yearly rent and the performance and observance of the covenants on the part of the lessees and the conditions by and in the lease 2.

The Donor is desirous of transferring to the Donees the said property described in the schedule hereto by way of gift.

NOW THIS DEED WITNESSETH as follows: 1.

The Donor hereby freely and voluntarily and without valuable consideration SINGULAR

ASSIGNS the

unto

property

the

described

Donees in

the

ALL

AND

Schedule

TOGETHER WITH all buildings erected thereon TO HOLD the same unto the Donees as tenants in common in the following shares that is as to Two ninth share each for ‘A’ and ‘B’ as to one ninth share each for ‘C’, ‘D’, ‘E’, ‘F’ and ‘G’ for all the residue of the term created by the lease SUBJECT henceforth to the payment of the said rent to the observance and performance of the covenants on the lessees’s part and the conditions contained in the Lease. 2.

The Donees hereby covenants with the Donor that the Donees and their assigns will at all times henceforth duly pay all such rent becoming observe and perform the said covenants and conditions on the part of the lessee to be henceforth save harmless and keep indemnified the Donor from and against all proceedings costs claims and expenses on of any omission to pay the said rent or any breach of the said covenants and conditions.

3.

The necessary consent in writing to the Assignment hereby made has been duly obtained. The unexhausted improvements on this property amounts to K16million.

IN WITNESS whereof the parties hereto have hereunto set their hands and seals the day and year first before written.

THE SCHEDULE hereinbefore referred to: ALL THAT piece of land in extent 4047 square metre more or less being subdivision No. 101 of Farm No. 707 “Emmasdale” situate in the Lusaka Province of Zambia which piece of land is more particularly delineated and described on diagram No. 843 of 1970 annexed to the Certificate of Title relating to the said land EXCEPT and RESERVED all minerals oils and precious stones whatsoever upon or under the said land. SIGNED SEALED and DELIVERED ) By the said

)

In the presence of:

)

WITNESS: Name: Address: Occupation: SIGNED SEALED and DELIVERED ) By the said

)

In the presence of:

)

WITNESS: Name: Address: Occupation:

SIGNED SEALED and DELIVERED ) By the said In the presence of: WITNESS: Name:

) )

Address: Occupation: SIGNED SEALED and DELIVERED ) By the said

)

In the presence of:

)

WITNESS: Name: Address: Occupation: SIGNED SEALED and DELIVERED ) By the said

)

In the presence of:

)

WITNESS: Name: Address: Occupation: SIGNED SEALED and DELIVERED ) By the said In the presence of: WITNESS: Name: Address: Occupation:

) )

DEED OF TRANSFER

THIS DEED OF TRANSFER is made the day of One Thousand Nine Hundred and Ninety BETWEEN

of

Lusaka in the Republic of Zambia (hereinafter called “the Transferor”) of the one part

and

both

of

Lusaka

aforesaid (hereinafter “transferee”) of the other part WHEREAS the Transferor is the tenant or lessee of ALL THAT piece of land described in the schedule hereto for the term of Ninety-Nine years (99) years from the first day of October One Thousand Nine Hundred and Seventy Nine created by a Lease dated 6th April 1983 and made between the President of the Republic of Zambia of the one part and the Transferor of the other part AND WHEREAS the Tranferor has agreed with the Transferee to transfer to the Transferee the said premises NOW THIS DEED WITNESSETH as follows: 1.

In pursuance of the said agreement and in consideration of the premises the Transferor as Beneficial Owner HEREBY TRANSFERS unto the Transferee ALL THAT the premises described in the Schedule hereto TOGETHER WITH all buildings erected thereon TO HOLD the same unto the Transferee SUBJECT to payment of the rent reserved and the performance and observance of the convenants stipulations and conditions contained in the Lease.

2.

The Transferee hereby covenant with the Transferor by way of indemnity but not further or otherwise that the Transferee or those deriving title under them will henceforth pay the rent reserved by the respective Leases and perform and observe covenants reservations restrictions stipulations and conditions

therein

contained

and

will

indemnity

the

Transferor his estate and effects against all costs claims and expenses arising out of the non payment of the said covenants reservations restrictions stipulations of the said covenants

reservations

restrictions

stipulations

and

conditions therein contained in any way relating thereto. The unexhausted improvements on this property amount to K50,000. IN WITNESS whereof the parties hereto have hereunto set their hands and seals the day and year first before written. THE SCHEDULE hereinbefore referred to: ALL THAT piece of land in extent 3518 square metres more or less being Stand No. 8468 situate in the Lusaka Province of Zambia which piece of land is more particularly delineated and described on Diagram No. 475 of 1981 annexed to the Certificate of Title issued in respect of the said piece of land EXCEPT and RESERVED all minerals oils and precious stones whatsoever upon or under the said land SIGNED SEALED and DELIVERED ) By the said In the presence of: WITNESS: Name: Address:

) )

Occupation: SIGNED SEALED and DELIVERED ) By the said In the presence of: WITNESS: Name: Address: Occupation:

) )

ASSIGNMENT-SUBDIVISION

THIS INDENTURE made the

day of

Thousand Nine Hundred and Ninety

One BETWEEN

of

(hereinafter called “the Vendor”) of the one part and of

Lusaka

aforesaid

(hereinafter

called

“the

Purchaser”) of the other part. WHEREAS the Vendor is the tenant or lessee of the land more particularly described in the First Schedule hereto (hereinafter called “the said Land”) for the unexpired residue of term of 100 years from the 1st day of July One Thousand Nine Hundred and Seventy Five created by the Land (Conversion of Titles) Act 1975 (hereinafter called “the Act”) at the rent reserved and subject to the covenants and conditions now existing or from time to time prescribed by Statutory Regulation made pursuant to the Act AND WHEREAS the Vendor has subdivided the said land into two portions, being the Remaining Extent of Subdivision 12 of Subdivision L of Farm 34a and Subdivision A of Subdivision 12 of Subdivision L of Farm No. 34a. AND WHEREAS the Vendor have agreed with the Purchaser for the sale to the Purchaser of Subdivision A of Subdivision 12 of Subdivision L of Farm No. 34a and more particularly delineated and described in the second schedule hereto at the price of twenty million kwacha (K20,000,000). NOW THIS DEED WITNESSETH as follows: 1.

In pursuance of the said agreement and in consideration of the sum of Twenty Million Kwacha (K20,000,000) now paid

by the Purchaser to the Vendor (the receipt whereof the Vendors hereby acknowledges) the Vendor as Beneficial Owner HEREBY ASSIGNS unto the Purchaser ALL AND SINGULAR the land described in the said second schedule hereto TO HOLD the same unto the Purchaser henceforth for the residue now expired of the said term of one hundred(100) years SUBJECT to the payment of such rent and the performance and observance of all such covenants on the part of the lessee and conditions in respect of the said property as may be prescribed AND SUBJECT ALSO to the exceptions reservations restrictions restrictive covenants and conditions mentioned contained in an Indenture of Grant of Final Title dated 4th day of May 1914 and made between The British South Africa Company of the one part and Carl Albertus Carinus of the other part so far as the same are still subsisting and affect the said land. 2.

The Purchaser HEREBY COVENANTS with the Vendor that the Purchaser will henceforth during the continuance of the term pay the said rent and perform and observe the said covenants on the part of the lessee and conditions prescribed in respect of the said property and will at all times keep the Vendor

effectively

indemnified

against

all

actions

and

proceedings costs damages expenses claims and demands whatsoever by reason or of the non performance or non observance of the said covenants and conditions or any of them. 3.

The necessary consent in writing to the Assignment hereby made has been duly obtained and Property Transfer Tax paid to the Collector of Taxes

4.

It is hereby certified that for purposes of any Duty payable the aggregate amount of value for this transaction does not exceed Twenty Million Kwacha (K20,000,000)

IN WITNESS whereof the Vendor and the Purchaser have hereunto set their hands and seals the day and year first before written THE FIRST SCHEDULE hereinbefore referred to:ALL THAT piece of land in extent 5.7850 hectares more or less being Subdivision 12 of Subdivision L of Farm No. 34a situate at Lusaka in the Lusaka Province of Zambia which piece of land is more particularly delineated and described on Diagram No. 101 of 1972 annexed to the Certificate of Title issued in respect of the said piece of land TOGETHER with all unexhausted improvements thereon EXCEPT and RESERVED all minerals oils and precious stones whatsoever upon our under the said land. THE SECOND SCHEDULE hereinbefore referred to:ALL THAT piece of land in extent 2.8925 hectares more or less being Subdivision A of Subdivision 12 of Subdivision L of Farm No. 34a situate at Lusaka in the Lusaka Province of Zambia which piece of land is more particularly delineated and described on Diagram No. 1237 of 1996 annexed hereto TOGETHER with all unexhausted improvements thereon EXCEPT and RESERVED all minerals oils and precious stones whatsoever upon or under the said land. SIGNED SEALED and DELIVERED ) By the said In the presence of: WITNESS: Name: Address: Occupation:

) )

SIGNED SEALED and DELIVERED ) By the said In the presence of: WITNESS: Name: Address: Occupation:

) )

ASSIGNMENT UNDER COMMON LEASEHOLD SCHEME

THIS INDENTURE made the

day of

Nine Hundred and Ninety-BETWEEN

One Thousand of

Lusaka

in

the

Republic of Zambia (hereinafter called “the Vendor”) of the one part and also of Lusaka aforesaid (hereinafter called “the Purchaser”) of the other part WHEREAS 1.

The Vendor is the tenant or lessee for the unexpired reside of term of 100 years from the 1st day of July One Thousand Nine Hundred and Seventy Five of ALL THAT piece of land described in the Schedule hereto as such and conditions and as such covenants as hereinafter mentioned

2.

The Vendor has agreed to sell the said piece of land to the Purchaser for the sum of Seventeen Million one hundred thousand kwacha (K17,100,000)

NOW THIS DEED WITNESSETH as follows: 1.

In pursuance of the said agreement and in consideration of the sum of Seventeen Million One Hundred Thousand Kwacha (K17,100,000) paid by the Purchaser to the Vendor (the receipt whereof the Vendor hereby acknowledges) the Vendor as Beneficial Owner HEREBY ASSIGNS unto the Purchaser ALL THAT the property described in the schedule TO HOLD the same unto the Purchaser for the residue of the said term of years SUBJECT to the interest endorsed in the Common Leasehold Schemes and to such other interest by-laws easements and restrictions implied or created by the Common Leasehold Schemes Act 1994 together with the benefit of and SUBJECT ALSO to the rights

and obligations to the imposed thereunder as varied by the Common Leasehold declaration entered in the said on the 28th day of August 1996 and SUBJECT ALSO to the payment of the yearly

rent and covenants and conditions

prescribed under the Land (Conversion of Titles) Regulations 1975 and as amended from time to time AND SUBJECT ALSO to

the

exceptions

covenants

and

reservations

conditions

restrictions

mentioned

restrictive

contained

in

an

Indenture of Grant of Final Title dated 18 th day of May 1914 and made between The British South Africa Company of the one part and Giovanni Battista Marrapodi of the other part so far as the same are still subsisting and affect the said land 2.

The Purchaser HEREBY COVENANTS with the Vendor that the Purchaser and his assigns will at all times henceforth duly pay all such rent becoming due and observe and perform the said covenants and conditions on the part of the lessee to be observed and performed and also will at all times henceforth save harmless and keep indemnified the Vendor from and against all proceedings costs claims and expenses on on any omission to pay the said rent or any breach of the said covenants and conditions

3.

The necessary consent in writing to the Assignment hereby made has been duly obtained and Property Transfer Tax paid to the Collector of Taxes.

4.

It is hereby certified that for purposes of registration fees and Property Transfer Tax payable the aggregate amount or value of the consideration for this transaction does not exceed Seventeen Million One Hundred Thousand Kwacha (K17,000,000)

IN WITNESS whereof the parties hereto have hereunto set their hands and seals the day and year first before written THE SCHEDULE hereinbefore referred to:-

ALL THAT piece of leasehold land shown and edged red on the plan annexed to the Certificate of Title issued in respect of the said land and which piece of land is shown as Unit No. CL/1/1 of LUS/212/CL/1/1 comprising approximately 0084 square metres situate at Lusaka in the Lusaka Province with the share of the unit holder in common property being 8.33 per cent SIGNED SEALED and DELIVERED ) By the said

)

In the presence of:

)

WITNESS: Name: Address: Occupation:

SIGNED SEALED and DELIVERED ) By the said In the presence of: WITNESS: Name: Address: Occupation:

) )

LODGEMENT SCHEDULE Relating to Stand No. 10243 LUSAKA 1.

Certificate of Title No. L2748D

2.

Assignment and copy dated------

1) 2)

3.

Consent to assign

4.

Tax receipt

5.

DR 53

6.

Withdrawal of Caveat

7.

Mortgage and copy dated --------

Z C Banda

1) 2)

J Tembo

C Banda

Money Bank

Limited 8.

Discharge of Mortgage

1) 2)

J Tembo

Kongole Bank

Limited 9.

Mortgage dated 2.6.93

1) 2)

J Tembo

Kongole Bank

Limited DISBURSEMENTS Assignment Registration

K500,000-00

Certificate of Title

K26,000-00

LODGEMENT SCHEDULE Relating to Stand No. 123 LUSAKA ------------------------------------------------------------------------------------------------------------1.

Certificate of Title No.

2.

Assignment and copy

1) 2)

3.

Consent to Assign

4.

DR 53

5.

Tax receipt

John Ndhlovu

Jack Ngwenya

DISBURSEMENTS Registration

K450,000-00

Certificate of Title

K 26,000-00 -----------------K476,000-00 -----------------

SOLLY PATEL HAMIR & LAWRENCE 4TH FLOOR WOODGATE HOUSE CAIRO ROAD LUSAKA ADVOCATES & NOTARIES

ASSIGNMENT BY LIQUIDATOR

THIS INDENTURE made the

day of

One Thousand Nine Hundred and Ninety BETWEEN

formerly known as

a

company incorporated in Zambia and having its ed office at Lusaka (hereinafter called “the Company”) of the first part, of Lusaka in the Republic of Zambia duly appointed Liquidator of the company (hereinafter called “the Liquidator”) of the second part and

both of Chipata in the Republic of

Zambia (hereinafter called “the Purchasers”) of the third part WHEREAS 1.

By a Lease (hereinafter called “the Lease”) dated the ThirtyFirst day of March, One Thousand Nine Hundred and Forty Seven and made between His Majesty of the one part and Thatcher Hobson and Company Limited of the one part ALL THAT the hereditaments and premises more particularly described in the schedule hereto (hereinafter called “the Premises”) were demised to the said Thatcher Hobson and Company Limited for the term of 99 years from the 1 st day of October One Thousand Nine Hundred and Forty Six at the rent reserved and the covenants conditions and stipulations contained in the said Lease.

2.

The premises comprised in and demised by the Lease are now vested in the Company for the residue of the term of years created by the Lease subject to the rent covenants and conditions contained in the Lease.

3.

The Liquidator has agreed in the name and on behalf of the Company with the Purchasers for the sale of the premises to

the Purchasers for the sum of One Hundred and Fifty Million Kwacha (K150,000,000). NOW THIS DEED WITNESSETH as follows:1.

In pursuance of the said agreement and in consideration of the

sum

of

One

Hundred

and

Fifty

Million

Kwacha

(K150,000,000) paid to the Company by the Purchasers (the receipt whereof the company hereby acknowledges) the Company as Beneficial Owner acting by the Liquidator HEREBY ASSIGNS unto the Purchasers as tenants in common in equal shares ALL THAT the property described in the schedule TO HOLD the same unto the Purchasers for the residue of the term of years created by the Lease SUBJECT to the payment of the rent and to the covenants on the part of the Lessee and the conditions and stipulations in the Lease reserved and contained and henceforth on the part of the Lessee to be paid performed and observed. 2.

The Purchasers with the object and intention of affording to the company and its successors a full sufficient indemnify in respect of the rent covenants and conditions reserved and contained in the Lease but not further or otherwise covenant with the Company as follows:(a) to pay the reserved rent henceforth to become payable in respect of the premises. (b)to perform and observe all the covenants and conditions henceforth on the part of the Lessee to be performed and observed.

3.

The Liquidator HEREBY COVENANTS with the Purchasers that the Liquidator has not executed or done or knowingly suffered or been party or privy to any deed or thing whereby or by means whereof the subject matter of this Agreement or any part thereof is or may be impeached charged affected or incumbered in title estate or otherwise or whereby or by

means whereof the Company is in anywise hindered from asg the subject-matter of this agreement in the manner in which it is hereinbefore expressed to be assigned. 4.

The necessary consent in writing to the Assignment hereby made has been duly obtained and Property Transfer Tax paid to the Collector of Taxes.

5.

It is hereby certified that for the purposes of any duty payable the aggregate amount or value of the consideration for this transaction does not exceed One Hundred and Fifty Million Kwacha (K150,000,000).

IN WITNESS whereof the company (acting by the Liquidator) has caused its Common Seal to be hereunto affixed and the other parties hereto have hereunto set their respective hands and seals the day and year first before written.

THE SCHEDULE hereinbefore referred to:ALL THAT piece of land in extent 1.012 acres more or less being Plot No.

situate at

in

the

Eastern

Province

of

Zambia which piece of land is more particularly delineated and described on Diagram No. 215 of 1946 annexed to the Certificate of Title issued in respect of this piece of land EXCEPT and RESERVED all minerals oils and precious stones whatsoever upon or under the said land. THE COMMON SEAL of

)

__________________ was hereunto

)

affixed to this Deed by the direction

)

of the said Liquidator and in

)

his presence:

)

WITNESS Name: Address: Occupation: SIGNED SEALED and DELIVERED by the

)

Said

)

in the

Presence of:

)

WITNESS Name: Address: Occupation: SIGNED SEALED and DELIVERED by the

)

Said

)

in the

Presence of:

)

WITNESS Name: Address: Occupation: SIGNED SEALED and DELIVERED by the

)

Said

)

Presence of: WITNESS Name: Address: Occupation:

in the

)

ASSIGNMENT BY PERSONAL REPRESENTATIVE

THIS INDENTURE made the

day of

Thousand Nine Hundred and Ninety -

One BETWEEN

of Lusaka in the Republic of Zambia (hereinafter called “the Vendor”) of the one part and of Mkushi in the Republic of Zambia (hereinafter called “the Purchaser”) of the other part. WHEREAS: (hereinafter called “the Testator”) was the tenant or lessee for the unexpired residue of a term of 99 years from the 1 st day of October One Thousand Nine Hundred and Sixty Three created by a Lease made the 28th day of May, 1965 and made between the President of the Republic of Zambia of the one part and the Testator of the other part (hereinafter called “the said Lease”) of ALL THAT piece of land described in the Schedule hereto at such rent and on such and conditions and such covenants hereinafter mentioned. AND WHEREAS the Testator died on the 19 th day of November One Thousand Nine Hundred and Eighty Six having by his will appointed

to be the Executor and Trustee thereof.

AND WHEREAS letters of istration were granted to the Vendor out of the Probate Registry of the High Court for Zambia on the 18th day of February One Thousand Nine Hundred and Ninety Five.

AND WHEREAS the Vendor has agreed with the Purchaser for the sale to him of the unexhausted improvements erected on the said hereditaments subject as hereinafter mentioned but otherwise free from encumbrances at the price of Thirty Thousand United States Dollars (US$30,000). NOW THIS DEED WITNESSETH as follows:1.

In pursuance of the said agreement and in consideration of the

sum

of

Thirty

Thousand

United

States

Dollars

(US$30,000) now paid by the Purchaser to the Vendor (the receipt whereof the Vendor hereby acknowledges) the Vendor as Personal Representative HEREBY ASSIGNS unto the Purchaser ALL AND SINGULAR the property described in the Schedule hereto TO HOLD the same UNTO the Purchaser henceforth for the residue now unexpired of the said term of Nine-nine (99) years created in the Lease SUBJECT to the exceptions reservations restrictive covenants and conditions contained or referred to in the said Lease so far as the same are still subsisting and affect the said land. AND the Purchaser will henceforth during the continuance of the said term pay the rent reserved and perform and observe the said covenants on the part of the Lessee and conditions prescribed in respect of the said property by the regulations and will at all times keep the Vendor effectively indemnified against all actions and proceedings damage expense and demands whatsoever by reason or on of the non payment of the said rent or any part thereof or the breach non performance or non observance of the said covenants and

conditions

or

any

of

them

the

Vendor

HEREBY

DECLARES that he has not previously hereto given or made any assignment or assent in respect of any legal estate in the property hereby assigned or any part thereof and the Vendor

HEREBY ACKNOWLEDGES the right of the Purchaser to the production of the Probate of the said Will of the Testator (the possession of which is retained by the Vendors) and the delivering of copies thereof. 2.

The necessary consent in writing to the Assignment hereby made has been duly obtained and Property Transfer Tax paid to the Collector of Taxes.

3.

It is hereby certified that for the purposes of any fee and Property Transfer Tax payable the aggregate amount or value of the consideration for this transaction does not exceed Thirty Thousand United States Dollars (US$30,000)

IN WITNESS whereof the parties hereto have hereunto set their hands and seals the day and year first before written. THE SCHEDULE hereinbefore referred to:ALL THAT piece of land in extent 663.4665 hectares more or less being Farm No.

situate at Mkushi in the Central Province of

Zambia which piece of land is more particularly delineated and described on Diagram NO. 747 of 1962 annexed to the Certificate of Title issued in respect of this piece of land EXCEPT and RESERVED all minerals oils and precious stones whatsoever upon or under the said land. SIGNED SEALED and DELIVERED ) By

in the

Presence of: WITNESS: Name: Address:

)

Occupation: SIGNED SEALED and DELIVERED ) By

in the

Presence of: WITNESS: Name: Address: Occupation:

)

DEED OF EXCHANGE

THIS DEED OF EXCHANGE is made the One Thousand Nine Hundred and Ninety

day BETWEEN

of a

company incorporated in Zambia and having its ed office at Lusaka (hereinafter called “the Company”) of the one part and of Lusaka in the Republic of Zambia (hereinafter called “Exchanger”) of the other part. WHEREAS The Company and the Exchanger are the Tenants or Lessees for the residue of a term of 100 years from the 1 st day of July, 1975 created by the Land (Conversion of Titles) Act 1975 of ALL THOSE pieces of land described in the First and Second Schedules hereto respectively at such rent and subject to the exceptions reservations restrictions restrictive covenants and conditions in an Indenture of Grant Final Title dated 18th day of March, 1918 and made between the British South Africa Company of the one part and Elsie Cunningham of the other part so far as the same are still subsisting and affect the said pieces of land. AND WHEREAS the company and the Exchanger have agreed to exchange the pieces of land held by them respectively and to enter into the covenants hereinafter contained. NOW THIS DEED WITNESSETH as follows: 1.

(a)

In consideration of the Assignment hereinafter made the Company as Beneficial Owner HEREBY ASSIGNS

unto the Exchanger ALL THAT the property described in the First Schedule hereto TOGETHER with the unexhausted improvements thereon TO HOLD the same unto the Exchanger for all the residue of the said term of years SUBJECT as hereinbefore mentioned and SUBJECT ALSO as hereinafter provided. (b)

With the object and intent of affording to the Company a full and sufficient indemnity in respect of the covenants mentioned in the First Schedule hereto but not further or otherwise the Exchanger HEREBY COVENANTS

with

the

Company

to

observe

and

perform the said covenants so far as they relate and to indemnify the Company against all actions proceedings costs claims and demands whatsoever in respect thereof. 2.

(a)

In consideration of the assignment by the Company hereinbefore made the Exchanger as Beneficial Owner HEREBY ASSIGNS unto the Company ALL THAT the property described in the second schedule hereto TOGETHER with all the unexhausted improvements thereon TO HOLD the same unto the Company SUBJECT as hereinbefore provided.

(b)

With the object and intent of affording the Exchanger a full and sufficient indemnity in respect of the covenants mentioned in the Second Schedule hereto but not further

or

otherwise

the

Company

HEREBY

COVENANTS with the Exchanger to observe and perform the said covenants so far as they relate to the property described in the second schedule hereto and to

indemnify

the

Exchanger

against

all

actions

proceedings costs claims and demands whatsoever in respect thereof. IN WITNESS whereof the Company has caused its Common Seal to be hereunto affixed and the Exchanger has hereunto set his hand and seal the day and year first hereinbefore written. THE FIRST SCHEDULE hereinbefore referred to:ALL THAT piece of land in extent 10.3650 hectares more or less being of Subdivision

of Farm No. 288a ‘Makeni’ situate in the

Lusaka Province of Zambia and which piece of land is more particularly delineated and described on Diagram No. 621 of 1993 annexed to the Certificate of Title relating to the said land EXCEPT and RESERVED all minerals oils and precious stones whatsoever upon or under the said land.

THE SECOND SCHEDULE hereinbefore referred to: ALL THAT piece of land in extent 20.5648 hectares more or less being the Remaining Extent of Subdivision

of

Farm

No.

288a ‘Makeni’ situate in the Lusaka Province of Zambia and which piece of land is more particularly delineated and described on Diagram No. 112 of 1917 annexed to the Certificate of Title relating to the said land EXCEPT and RESERVED all minerals oils and precious stones whatsoever upon or under the said land. THE COMMON SEAL of Was hereunto affixed In the presence of: DIRECTOR:

) ) )

SECRETARY: SIGNED SEALED and DELIVERED ) By

in the

Presence of: WITNESS: Name: Address: Occupation:

)

COMPLETION STATEMENT AS AT 1ST MARCH, 1997 IN RESPECT OF STAND 456 LUSAKA 15/1/97

Purchaser Price

K25,000,000-00

Deposit

K 2,500,000-00 --------------------K22,500,000-00

ADD Interest at 20% Per annum for the Period 15/1/97 to 14/2/97 31 days at K12,328-76 Per day 15/2/97

K382,191-56

Further deposit paid

K5,000,000-00 -------------------K17,500,000-00

ADD Interest at 20% Per annum for the period 15/2/97 – 28/2/97 14 days at K9,589-04 Per day

K134,246-56

ADD rates for the period 15/1/97 to 30/6/97 167 days at K6-00 per day (Rates per half year (K1,086-00)

K1,002-00 K517,440-12

Required to complete 12 SOLLY PATEL HAMIR & LAWRENCE Note: Possession given 15th January 1997 Payment to be made as follows:

K517,440-12 K18,017,440-

10% on exchange of Contracts K5million on 15th February And balance on completion. STEPS MORTGAGE ACTING FOR BORROWER 1.

Instructions

2.

Searches

3.

Write to Building Society’s Advocate and deduce title

4.

Approve mortgage (and guarantee) and have same executed

5.

Return to Advocates for Building Society

6.

Advocates of Building Society will forward completion statement showing the net advance you will receive on completion. Check and see if it is correct.

7.

Arrange completion

8.

Draw Bill of Costs

ACTING FOR ZNBS 1.

Instructions

2.

Write to borrower’s Advocates asking them to deduce title.

3.

Check Title and draft Mortgage and have Mortgage approved by Advocates of borrower. After borrower’s Advocates have approved Mortgage, engross same. borrower.

Have it executed by

(Also prepare and have guarantee executed, if

necessary). 4.

After borrower’s Advocates have returned Mortgage duly executed prepare Report on Title and forward to ZNBS.

5.

When advance is received, prepare Completion Statement and forward it to borrower’s Advocates and arrange for completion.

6.

Thereafter documents.

prepare

Lodgement

Schedule

and



7.

Bill client and when ed documents are received from Deeds Registry forward to ZNBS.

SECOND MORTGAGE ACTING FOR MORTGAGOR 1.

Instructions

2.

Obtain consent of first Mortgagee and request deeds

3.

Write to the other side and deduce title

4.

Approve draft

5.

When engrossment is received, have it executed

6.

Check completion statement

7.

Arrangement completion (Get undertaking for return of deeds)

8.

After registration, when deeds are received to Notice of Second Mortgage and forward the lot to the First Mortgagee.

NOTE: Mortgagees effecting Companies should be ed with the Companies Registry as well. OTHER MORTGAGES ACTING FOR MORTGAGEE 1.

Instructions

2.

Deeds

3.

Amount of mortgage, interest, repayment etc.

4.

Confirm instructions and write to the other side and ask to deduce title

5.

Searches

6.

Draft Mortgage

7.

Have it approved by the other side

8.

Engross and have it executed and prepare Completion Statement

9.

Arrange Completion

10.



11.

to client and do Bill of costs

ACTING FOR MORTGAGOR 1.

Instructions

2.

Obtain Deeds

3.

Write to the other side

4.

Deduce Title

5.

Approve Mortgage

6.

When Mortgage is engrossed have it executed

7.

Check Completion statement

8.

Arrange Completion

9.

to client and do Bill of costs

MORTGAGE THIS MORTGAGE is made the

day of

one thousand nine hundred and ninety

BETWEEN

of Lusaka in Zambia and carrying on business as (hereinafter called “the Borrower”) and

a

company

incorporated in Zambia and having its ed office at Lusaka (hereinafter called “the Bank”) of the other part. WHEREAS the Bank has agreed to make advances and give other accommodation to the borrower upon having the same secured in the manner hereinafter appearing. NOW THIS DEED WITNESSETH as follows:1.

The Borrower hereby convenants with the Bank to pay and discharge on demand all monies and liabilities whether certain or contingent now or hereafter owing or incurred to the Bank from or by the Borrower upon any current or other or in any manner whatever whether alone or tly with any other person and whether as principal or surety and in whatever name style or firm including (but without prejudice to the generality of the foregoing). (a)

In the case of a receiving order made against the Borrower all sums which would have been owing to the Bank by the Borrower if such receiving order had been made at the time when the Bank received actual notice thereof and notwithstanding such receiving order.

(b)

In the event of the discontinuance by any means of the security hereby created all cheques bills drafts notes and negotiable instruments drawn by or for the of the borrower or the Bank or its agents and purporting to be dated on or before the date when such

discontinuance becomes known to the Bank or its agents although presented or its agents although presented to or paid by it or them after that date and all liabilities of the Borrower to the Bank at such date whether certain or contingent and whether payable forthwith or at some future time or times and also all credits then established by the Bank for the Borrower. (c)

Charges for interest at current rates with monthly rents discount commission exchange and other usual banking charges and all costs charges and expenses which the Bank may pay or incur in the preparation ing

stamping

perfecting

enforcing

of

this

security or in exercising any of its powers hereunder or in obtaining payment or discharge of such monies or liabilities or any part thereof or in paying any rates rent taxes or outgoings or in insuring repairing maintaining or releasing the property hereinafter mortgaged or any part thereof. And from the time when any demand shall be made until payment to the Bank in full of the total sum then due to the Bank to pay to the Bank (as well after as before any judgment) interest on such total sum or on so much thereof as shall remain owing from time to time at the rate of the Bank current from time to time or such other rates as shall from time to time be agreed between the parties hereto such interest to be computed from the time when such demand shall be made and to accrue from day to day and be payable on demand. 2.

In consideration of the premises the Borrower as Beneficial Owner hereby demises unto the Bank ALL THAT the piece of land described in the first schedule hereto (hereinafter called

“the Property”) TO HOLD the same unto the Bank for the residue of the term of years created by a Lease described in the Second Schedule hereto except the last three days thereof SUBJECT to the provisions relating to redemption herein contained. 3.

PROVIDED ALWAYS that if all the monies hereby secured and hereinbefore covenanted to be paid shall be duly paid then the Bank shall at the request and cost of the Borrower execute a discharge of the property.

4.

The Borrower hereby covenants with the Bank as follows: (a)

that the Borrower will during the continuance of this security pay all rates taxes impositions levied or charged upon the property;

(b)

that the Borrower will during the continuance of the security keep all buildings for the time being erected upon the property and subject to this security in good and

substantial

repair

and

for

the

purposes

of

ascertaining whether the buildings are for the time being in good and substantial repair the Bank may from time to time cause the same to be surveyed and the Bank may by its servants or agents without rendering the Bank liable as Mortgages in possession at all reasonable times enter upon the property or any part or parts thereof for the purposes of making a survey of the said buildings and the certificate of any such agent as to the state of the said buildings shall be conclusive and if after due notice the Borrower shall fail to do any such repairs to the buildings certified as aforesaid the Bank may at any time thereafter enter upon the property with our without workmen or others and execute the same without thereby becoming liable as

mortgages in possession and all monies expended upon the property. (c)

During the continuance of this security the Borrower or the persons deriving title under the borrower will keep all buildings now or for the time being on or comprised in the property and subject to this security insured against loss or damage by fire in the t names of the Bank and the borrower will make all payment required for the above purposes not later than one week after the same shall be due and on demand produce to the Bank the policy of such insurance and the receipt for such payment.

(d)

the Borrower will not during the continuance of this security make any structural alterations or additions to any buildings comprised in this security without the consent of the Bank in writing signed by a Manager.

(e)

the Borrower or any person deriving title under the Borrower shall not except with the consent of the Bank in writing exercise the powers of leasing or of agreeing to lease or of accepting surrenders of leases conferred by the Conveyancing Acts 1883-1991 on a mortgagor while in possession.

(f)

the Borrower will maintain the property in a good and tenantable manner.

5.

PROVIDED ALWAYS AND IT IS EXPRESSLY AGREED as follows:

(i)

that if default shall at any time be made by the Borrower in paying the said rates taxes impositions or in payment for such insurance as aforesaid the Bank may pay such rates taxes impositions and insurance and the Borrower will repay to the Bank or demand every

sum

which

under

the

power

hereinbefore

contained may be expended by the Bank with interest thereon from the time of each payment and until payment all such sums shall be a charge upon the property. (ii)

the principal sum shall be deemed to become due within the meaning of the Conveyancing and Law of Property Act 1881 and for all purposes of that Act on the last day of the month following that during which the first advance shall be made by the Bank to the borrower.

(iii)

Upon any sale purporting to be made under the statutory power at any time after the execution of these presents

the

purchaser

shall

not

be

bound

or

concerned to see or inquire whether the power of sale under

these

presents

has

arisen

and

become

exercisable or otherwise as to the propriety of the same or to be affected by notice that any default has been made as aforesaid or that the sale is otherwise unnecessary or improper and if a sale is made in breach of any of the provisions hereof the title of the purchaser shall not be impeached on that the remedy of the borrower for any such breach being restricted to a personal action against the Bank or its agents or other person or persons committing such breach.

(iv)

Section 17 of the Conveyancing Act 1881 shall not apply to these presents or to the security hereby made.

(v)

all monies received by any receiver appointed by the Bank under its powers in that behalf shall (after providing for the matters specified in the first three paragraphs of subsection 8 of Section 24 of the Conveyancing Act 1881) be applied in or towards the discharge of all monies hereby secured and any receiver so appointed shall be deemed to be the agent of the Borrower who shall be solely responsible for his acts and defaults and for his remuneration.

(vi)

Any receiver appointed by the Bank may in the name or on behalf and at the cost of the Borrower let deal with or manage the property or any part thereof and carry out or complete thereon any work of building repair reconstruction furnishing or equipment and for any such purpose may borrow from the Bank and any sum so borrowed shall be a charge on the property and the Borrower irrevocably appoints each such receiver to be the attorney of the Borrower for the above purposes and these powers shall be in addition to all powers given by statute to the Bank or any such receiver.

(vii)

the powers hereby conferred upon the Bank are in addition to all other powers and remedies vested in the Bank by statute for recovering and enforcing payment of the money intended to be hereby secured.

6.

In these presents unless the context otherwise required the expression “the Borrower” and “the Bank” shall include all persons deriving title under them respectively.

7.

Any notice required to be served on the Borrower shall be sufficiently served if sent by ed post addressed to the Borrower at the last known address of the Borrower and any notice required to be served on the Bank shall be sufficiently served if sent by ed post addressed to the Bank at Lusaka and shall be deemed to be served on the day on which it would be delivered in the normal course of post.

8.

For the purposes of any duty payable this Mortgage shall be ed for a principal sum of Five Hundred Thousand Kwacha (K500,000).

IN WITNESS whereof the Borrower has hereunto set his hand and seal the day and year first before written. THE FIRST SCHEDULE hereinbefore referred to: ALL THAT piece of land in extent 8.1284 hectares more or less being Subdivision ‘A’ of Subdivision 3 of Subdivision ‘J’ of Farm No. 197a situate in the Lusaka Province of Zambia which piece of land is more particularly delineated and described on Diagram No. 210 of 1987 annexed to the Certificate of Title relating to the said piece of land. THE SECOND SCHEDULE hereinafter referred to: LEASE

PARTIES

20th January, 1981

TERM OF YEARS

The President

of the Republic of Zambia of the 1981 one part and the Borrower of the other part

99 year from 8th October,

SIGNED SEALED and DELIVERED ) By the said In the presence of:

)

THIRD PARTY MORTGAGE

THIS MORTGAGE is made the

day of

Thousand Nine Hundred and Ninety BETWEEN

One a

Company incorporated in Zambia and having its ed office at Mkushi (hereinafter called “the Mortgagor”) of the one part and a company incorporated in Zambia and having its ed office at Lusaka (hereinafter called “the Bank”) of the other part. WITNESSETH as follows:1.

The Mortgagor as the Beneficial Owner hereby demises unto the Bank ALL THAT the hereditaments mentioned or described in the Schedule hereto (hereinafter called “the said hereditaments”) TO HOLD the said hereditaments UNTO the Bank and its assigns SUBJECT to the proviso for redemption hereinafter contained with payment to the Bank on demand of all money and liabilities whether certain or contingent now or hereafter owing or incurred to date from or by

of

Mkushi in Zambia (hereinafter called “the Customer”) on any current or other or in any matter whatever as principal or surety and whether alone or tly with any other person and in whatever name style or form including. (a)

in the case of the death bankruptcy or liquidation of the Customer all sums which would have been owing to the Bank by the Customer if such death had occurred or such bankruptcy or liquidation had commenced at the time when the Bank receives actual notice respectively of the death or of the making or of a receiving order in

event of bankruptcy of the presentation of a petition or the ing of a resolution to wind up in the case of notwithstanding such death bankruptcy or liquidation. (b)

All money obtained from or liabilities incurred to the Bank notwithstanding that the borrowing or incurring of such liabilities may be invalid or in excess of the powers of the Customer or of any Director Attorney agent or other person purporting to borrow or act on behalf of the Customer and notwithstanding any other irregularity in such borrowing or incurring of such liabilities.

(c)

In event of the discontinuance by any means of the security hereby created all cheques drafts notes bills and negotiable instruments drawn by or for the of the customer of the Bank or its agents and purporting to be dated on or before the date when such discontinuance became known to the Bank or its agents although presented to or paid by it or them after that date and all liabilities of the Customer to the Bank at such date whether certain or contingent and whether payable forthwith or at some future time or times and also all credits then established by the Bank for the Customer together with interest on all such debts and liabilities to the date of payment commission banking charges legal and other costs charges and expenses.

2.

The security hereby created shall be a continuing one until receipt by the Bank of notice in writing to determine the same and notwithstanding any change in the same style or constitution of the Customer.

3.

The monies hereby secured shall be deemed to have become due when payment thereof is demanded by the Bank and the

statutory power of sale as hereby varied or extended shall be exercisable from and after that date which date (without prejudice right to redeem) shall be the redemption date. 4.

The powers and remedies conferred on mortgagees by the Conveyancing and Law of Property Act 1881 and the Lands and Deeds Registry Act Cap 185 of the Laws of Zambia shall apply to this security with the variation or extension that on written notice to the Mortgagor of its intention so to do the Bank may exercise and put in force all and every or any of such powers and remedies as hereby varied or extended.

5.

The Mortgagor will during the continuance of this security keep all buildings or other improvements now or for the time being comprises in the said hereditaments or subject to this security in good and substantial repair AND for purpose of ascertaining

whether

the

said

building

or

other

improvements are for the time being in good and substantial repair the Bank may from time to time survey the same or cause the same to be surveyed by a competent surveyor and the Bank may by its directors officers agents or appointed surveyor may without rendering the Bank liable as a mortgage in possession at all reasonable times enter upon the said hereditaments or any part or parts thereof for the purpose of making a survey of the same buildings or improvements AND the certificate of any such director office agent or appointed surveyor as to the state of repair of the said buildings or other improvements shall be conclusive AND if after due notice the Mortgagor shall fail to do the repairs to the said buildings or improvements certified by any such certificate as necessary to be done to replace the said buildings or improvements in good and substantial repair the Bank may at any time thereafter enter upon the said

hereditaments with our without workmen or others and execute the same without thereby becoming liable as a mortgagee in possession. 6.

That the Mortgagor will during the continuance of this security insure and keep insured all the said buildings and other improvements against loss or damage by fire and such other risks as the Board of Directors of the Bank (hereinafter called “the Board”) may require to the full reinstatement value thereof with one year’s rental of or for such other amount as the Bank may deem sufficient in some insurance office nominated by the Bank in the t names of the Bank and the Mortgagor and will in all cases duly and punctually pay all s and other moneys necessary for effecting and keeping on foot such insurance and for the purpose aforesaid and without any liability whatsoever on the Bank as regards the amount of any such insurance the Mortgagor hereby authorises the Bank for and on the Mortgagor’s behalf to effect and keep on foot such insurance as the Board may from time to time require and any payment made by the Bank for effecting and keeping on foot such insurance together with interest thereon at the rate of Forty three per centum per annum from the time of each payment shall be a charge upon the said hereditaments.

7.

That if default shall at any time be made by the Mortgagor in paying the said rates taxes and impositions or any of them or in keeping the said buildings and other improvements or any part thereof in such state of repair as aforesaid AND the Mortgagor will repay to the bank on demand every sum which under the power hereinbefore contained may be expended by the Bank with interest thereon at the rate of forty three per centum per annum from the time of each payment and until repayment all and every of such sums with

interest thereon as aforesaid shall be a charge upon the said hereditaments. 8.

Nothing herein contained shall operate so as to merge or otherwise prejudice or affect any bill

note guarantee

mortgage or other security which the Bank may for the time being have for any money intended to be hereby secured or any right or remedy of the Bank thereunder. 9.

The total sum recoverable hereunder shall not exceed Three Million Kwacha (K3,000,000-00) in addition to interest costs charges and expenses.

PROVIDED THAT (a)

the aforementioned limited of recoverability shall not in any way prejudice or affect any fight of the Bank independently of this Deed to recover the total sum due from the Customer and on such count or in such manner as hereinbefore mentioned or any excess of such total sum over and above the limit aforesaid and

(b)

if the total liability of the customer exceeds the said limit the Bank may conclusively determine what part of the said total liability not exceeding the limit aforesaid shall be deemed to be secured.

10.

Any receiver appointed by the Bank may in the name or on behalf of and at the cost of the Mortgagor let deal with or manage the mortgaged premises or any part thereof and carry out or complete thereon any work of building, repair reconstruction furnishing or equipment and for any such purpose may borrow from the Bank and any sum so borrowed shall be treated as immediately owing by the Mortgagor to the bank and shall be recoverable hereunder in addition to

the sum mentioned in clause 9 hereof.

The Mortgagor

irrevocably appoints each such receiver to be his attorney for the above purposes and these powers shall be in addition to all powers given by statute to the Bank or to any such receiver. 11.

The Bank may at all times without discharging or in any way affecting the security hereby created: (a)

determine vary or increase any credit to the Customer

(b)

grant to the Customer or to any other person any time or indulgence

(c)

renew any bills notes or other negotiable securities

(d)

deal with exchange release modify or abstain from perfecting

or

enforcing

any

securities

or

other

guarantees or rights which it may now or hereafter have from it against the Customer or any other person (e)

compound with the customer or with any other person or guarantor.

12.

The security hereby created shall not have affected by any failure by the Bank to take any other security or by an invalidity of any such security taken or by any existing or future agreement by it as to the application of any advances made or to be made to the Customer.

13.

Any money received hereunder may be placed and kept to the credit of a suspense for so long as the Bank thinks fit without any obligation in the meantime to apply the same or any part thereof in or towards discharge of any money or liabilities due or incurred by the customer to it and notwithstanding any such payment in the event of any proceedings in or analogous to bankruptcy liquidation or arrangement the Bank may prove for and agree to accept any

dividend or composition in respect of the whole or any part such money and liabilities in the same manner as if this security had not been created. 14.

Until all money and liabilities due or incurred by the Customer to the Bank shall have been paid or discharged the Mortgagor will not by paying off any sum receivable hereunder or by any means or on any other ground claim any set-off or counter claim against the Customer in respect of any liability the Mortgagor to the customer or claim or prove in competition with the bank in respect of any payment by the Mortgagor hereunder or be entitled to claim or have benefit of any set-off counter claim or proof against or dividend composition or payment by the Customer or his estate or the benefit of any other security which the Bank may now or hereafter hold for any money or liabilities due or incurred by the Customer to it or to have any share therein.

15.

Any notice or demand hereunder shall be deemed to have been sufficiently given if sent by prepaid letter post to the address in Zambia last known to the Bank or stated herein of the person to whom or to whose personal representatives such notice is given or if the Mortgagor is a company to the address hereon or to the ed office of the company and shall be assumed to have reached the addressee in the course of post. In the case of the death of any person a party hereto and until receipt by the Bank of notice in writing of the grant of probate of the Will or istration of the Estate of the deceased any notice or demand by the Bank sent by post aforesaid addressed to the deceased last known address last known to the Bank or stated herein shall for all purposes be deemed a sufficient notice or demand by the

Bank to the deceased and his person representatives and shall be a effectual as if the deceased were still living. 16.

A certificate by an officer of the Bank as to the money and liabilities for the time being due or incurred to the bank from or by the customer shall be conclusive evidence against the Mortgagor in any Legal Proceedings.

17.

The expression “the Mortgagor” and “the Bank” where the context so its includes their respective successors in title and assigns and if there are two or more persons parties of the first par all covenants herein contained or implied on the part of the Mortgagor shall be deemed to be t and several covenants on their part.

IN WITNESS whereof the Mortgagor has caused its common Seal to be hereunto affixed the day and year first before written. ALL THAT piece of land in extent 5563.6179 hectares more or less being Farm No. 2873 near Mkushi in the Central Province of Zambia which piece of land is more particularly delineated and described on Diagram No. 563 of 1958 annexed to the Certificate of Title relating to the said land EXCEPT AND RESERVED all minerals oils and precious stones whatsoever upon or under the said land. THE COMMON SEAL of

)

Was hereunto affixed

)

In the presence of:

)

DIRECTOR: SECRETARY: FURTHER CHARGE THIRD PARTY

THIS FURTHER CHARGE is made the

day of

One Thousand Nine Hundred and Ninety BETWEEN of Lusaka (hereinafter called “the Mortgagor”) of the one part and

a Company incorporated in Zambia and having its

ed office at Lusaka (hereinafter called “the Bank”) of the other part. WHEREAS 1.

By a Third Party Mortgage dated the 4th day of November One Thousand Nine Hundred and Eighty-eight (hereinafter called “the Mortgage”) and made between the Mortgagor of the

one

part

and

the

Bank

of

the

other

part

the

hereditaments hereinafter described in the Schedule were mortgaged by the Mortgagor to the Bank to secure amounts up to Sixty Thousand Kwacha and interest advanced by the Bank to 2.

(hereinafter called “the Customer”).

The Bank has agreed to make further advances to the customer in excess of the advances secured by the Mortgage upon having such advances secured in manner hereinafter appearing.

NOW THIS DEED WITNESSETH as follows: 1.

In consideration of the Bank agreeing to make further advances to the Customer the Mortgagor as Beneficial Owner HEREBY CHARGES all those hereditaments and premises described in the schedule hereto with repayment to the bank of all monies due by the Customer to the Bank and the said hereditaments and premises shall henceforth stand charged with repayment to the Bank of the said further advances and interest thereon as well as all monies due to the Bank in

pursuance of the Mortgage and no part of the said hereditaments and premises shall be redeemable until the monies hereby and by the Mortgage secured shall have been repaid to the Bank 2.

Except in so far as the same are hereby varied the powers trusts covenants and provisions in the Mortgage contained either for the better securing of the repayment of the principal and other monies hereby secured or otherwise shall extend and be applicable to secure the payment of the principal and interest and other monies hereby covenanted to be paid in the same manner as nearly as may be if the same had been repeated with reference to all monies and interest secured by the Mortgage and by these presents respectively.

3.

For the purposes of any registration fee payable this security shall be stamped as a collateral security for a further advance of Three Million Nine Hundred and Forty Thousand Kwacha (K3,940,000)

IN WITNESS whereof the Mortgagor has hereunto set his hand and seal the day and year first before written. THE SCHEDULE hereinbefore referred to:ALL THAT piece of land in extent 0.1633 hectare more or less being Plot No. 719 situate in the Lusaka Province of Zambia which piece of land is more particularly delineated and described on Diagram No. 476 of 1950 annexed to the Certificate of Title relating to the said piece of land EXCEPT and RESERVED all minerals oils and precious stones whatsoever upon or under the said land.

SIGNED SEALED and DELIVERED ) BY In the presence of

) )

FURTHER CHARGE

THIS FURTHER CHARGE is made the

day of

One Thousand Nine Hundred and NinetyBETWEEN

a Company incorporated in Zambia

and having its ed office at Lusaka (hereinafter called “the Mortgagor”) of the one part and

a

Company

incorporated in Zambia and having its ed office at Lusaka (hereinafter called “the Bank”) of the other part.

WHEREAS 1.

By a Mortgage dated the 25th day of July One Thousand Nine Hundred

and

Ninety

Four

(hereinafter

called

“the

Mortgage”) and made between the Mortgagor of the one part and the Bank of the other part the hereditaments hereinafter described in the Schedule were mortgaged by the Mortgagor to the Bank to secure amounts up to Six Million Six Hundred and Ten Thousand United States Dollars ($6,610,000-00) and interest.

2.

The Bank has agreed to make further advances to the Mortgagor in excess of the advances secured by the Mortgage upon having such advances secured in manner hereinafter appearing.

NOW THIS DEED WITNESSETH as follows:1.

In consideration of the Bank agreeing to make further advances to the Mortgagor the Mortgagor as beneficial Owner HEREBY CHARGES all those hereditaments and premises described in the Schedule hereto with repayment to the Bank of all monies due by the Mortgagor to the Bank and the said hereditaments and premises shall henceforth stand charged with repayment to the Bank of the said further advances and interest thereon as well as all monies due to the Bank in pursuance of the Mortgage and no part of the said hereditaments and premises shall be redeemable until the monies hereby and by the Mortgage secured shall have been repaid to the Bank.

2.

Except in so far as the same are hereby varied the powers trusts covenants and provisions in the Mortgage contained either for the better securing of the repayment of the principal and other monies hereby secured or otherwise shall extend and be applicable to secure the payment of the principal and interest and other monies hereby covenanted to be paid in the same manner as nearly as may be if the same had been repeated with reference to all monies and interest secured by the Mortgage and by these presents respectively.

3.

This shall be ed as a collateral security for a further advance of Seven Hundred and Ninety Thousand United States Dollars ($790,000-00).

IN WITNESS whereof the Mortgagor has caused its Common Seal to be hereunto affixed the day and year first before written. THE SCHEDULE hereinbefore referred to:ALL THAT piece of land in extent 7.642 acres more or less being Plot 746 situate in the Lusaka Province of Zambia which piece of land is more particularly delineated and described on Diagram No. 481 of 1961 annexed to the Certificate of Title relating to the said

piece of land EXCEPT and RESERVEVD all minerals oils and precious stones whatsoever upon under the said land. THE COMMON SEAL of

)

Was hereunto affixed In the presence of: DIRECTOR: SECRETARY: SECOND MORTGAGE

THIS MORTGAGE made the day of hundred and seventy BETWEEN

one thousand nine of Lusaka in the Republic

of Zambia (hereinafter called “the Borrower”) of the one part and a Company incorporated in Zambia and having its ed office at Lusaka aforesaid (hereinafter called “Lender”) of the other part WHEREAS 1.

BY a Lease (hereinafter referred to as “the Lease”) dated Twenty-Sixth day of September One Thousand Nine Hundred and Fifty Eight and made between the Crown of the one part and

of the other part the Crown demised to the said the property described in the Schedule hereto for the

term of Ninety-nine (99) years from the 1st day of January 1958 at the yearly rent of Four Kwacha Forty Ngwee (K4.40) and subject to the covenants by the Lessees and the conditions therein contained

2.

The premises comprised and demised by the Lease are now vested in the Vendor for all the unexpired residue of the said of term at the rent and subject as aforesaid

4.

By a Mortgage (hereinafter called “the First Mortgage”) dated the Third day of March One Thousand Nine Hundred and Seventy-five and made between the Borrower of one part and the Zambia National Building Society of the other part the said property was demised to the said Zambia National Building Society for all the residue of term granted by the Lease except the last ten day s thereof as security for the payment of Nineteen Thousand Five Hundred Kwacha (K19,500) and interest thereon SECOND MORTGAGE

THIS MORTGAGE made the day of nine hundred and seventy BETWEEN

one thousand of

Lusaka

in

the

Republic of Zambia (hereinafter called “the Borrower”) of the one part and

a Company incorporated in Zambia and having its

ed office at Lusaka aforesaid (hereinafter called “the Lender”) of the other part WHEREAS: 1.

BY a Lease (hereinafter referred to as “the Lease”) dated Twenty-Sixth day of September One Thousand Nine Hundred and Fifty-eight and made between the Crown of the one part and

of the other part the Crown demised to the said the property described in the Schedule hereto for the

term of Ninety-nine (99) years from the 1st day of January 1958 at the yearly rent of Four Kwacha Forty Ngwee (K4.40) and subject to the covenants by the Lessees and the conditions therein contained 2.

The premises comprised and demised by the Lease are now vested in the Vendor for all the unexpired residue of the said of term at the rent and subject as aforesaid.

3.

By a Mortgage (hereinafter called “the First Mortgage”) dated the Third day of March One Thousand Nine Hundred and Seventy Five and made between the Borrower of one part and the Zambia National Building Society of the other part the said property was demised to the said Zambia National Building Society for all the residue of term granted by the Lease except the last ten days thereof as security for the payment of Nineteen Thousand Five Hundred Kwacha (K19,500) and interest thereon.

4.

THE Lender has agreed to advance the borrower the sum of Ten Thousand Kwacha (K10,000) upon having the repayment of the same with interest thereon secured in the manner herein appearing.

NOW THIS DEED WITNESSETH as follows: 1.

In consideration with the sum of Ten Thousand Kwacha (K10,000) now paid by the Lender to the Borrower (the receipt thereon the Borrower hereby acknowledges the Borrower HEREBY COVENANTS with the Lender that the Borrower will on the First day of September One Thousand Nine Hundred and Seventy-five next pay to the Lender the sum of Ten Thousand Kwacha (K10,000) with interest thereof

from the date hereof at the rate of ten per centum (10%) per annum and if the said sum shall not be paid on that date then so long as any part thereon shall remain owing that he will pay the Lender interest at the rate aforesaid on the said sum or such part to thereof as shall from time to time remain owing by equal monthly payments on the fifth day of each month 2.

The Borrower as Beneficial Owner hereby demises to the Lender all the property demised by the Lease TO HOLD the same unto the Lender for the residue of the term granted by the Lease except the last two days thereof subject to the First Mortgage

3.

PROVIDED that if the Borrower shall on the First day of September One Thousand Nine Hundred and Seventy-five next pay to the Lender the said sum of Ten Thousand Kwacha (K10,000) with interest thereon from the date hereof at the rate hereinbefore provided the sub-term hereby created shall cease

4.

IF THE person or persons entitled to the benefit of the First Mortgage shall call in the money thereby secured or shall take any step to enforce the First Mortgage the Lender may thereupon pay off the First Mortgage and take a transfer of the benefit thereof and the money so expended by the Lender and all costs of and incidental to the transactions incurred by the Lender shall be added to the principal money hereby secured and shall bear interest from the date of the same having been expended at the rate of and such money and the interest thereon shall be charge upon the said property and be secured by the term hereby created

5.

THE Borrower or his successors in title will at all times during the continuance of the present security keep the buildings and fixtures which now are or which may from time to

time

hereafter

be

or

brought

upon

the

premises

hereinafter described in a good state of repair and in perfect working order and also insured against loss or damage by the fire in their full value for the time being in such office or offices as the Lender shall approve and will punctually pay all necessary for the purpose of such insurance and will forthwith on demand produce to the lender the policy or policies of such insurance and the receipt for every such payment PROVIDED that if the Borrower shall comply with his obligation as to insurance contained in this said First Mortgage and produce to the Lender the policy or policies so maintained and the receipt for each paid in respect thereof he shall be deemed to have performed his covenants in that behalf in so far as concerns the sum insured and the risks to which such insurance relates 6.

IF the Borrower shall fail to perform any of his obligations under this clause and if the Lender shall take out any insurance on the mortgage property or any part thereof the Borrower will on demand repay to the Lender all payments made by the Lender for that purpose and will pay interest thereon at the rate of ten per centum (10%) per annum from the date of payment until repayment on any monies not paid on demand as aforesaid and all such monies and interest shall be charged on the property hereby mortgaged

7.

THE Lender shall be at liberty from time to time to give time for payment of any bill or bills of exchange promissory notes or other security or securities which may have been discounted for or received in from the Borrower by

the Lender or which the Borrower shall or may be liable as drawer or indorser or otherwise to any party or parties thereto or liable thereon as the Lender shall in its discretion think fit without in any manner releasing the Borrower or affecting the security hereby made 8.

THIS

security

shall

not

be considered

a

satisfied or

discharged by any intermediate payment of the whole or part of the monies owing as aforesaid but shall constitute and be a continuing security to the Lender notwithstanding any settlement of or other matter or thing whatsoever and shall be in addition to and shall not operate so as in any deposit which may have already been made with the Lender of the title deeds and writings relating the said property or any other securities which the Bank may now or any time hereafter hold for or in respect of the monies hereby secured or any part thereof 9.

THE Lender shall in the event of it receiving notice that the Borrower has incumbered or disposed of the equity of redemption in the said property or any part thereof be entitled to close the then current and to open a new with the Borrower and no money paid in or carried to credit of such new shall be appropriated towards or have the effect of discharge any part of the amount due to the Lender on the said closed at the time it received such notice as aforesaid

10.

THE statutory power to appoint a receiver may be exercised at any time after payment of the monies hereby secured has been demanded and the Borrower has made default in payment in the same

11.

A demand for payment or any other demand under this security may be made by any manager or officer of the Lender or of any branch thereof by letter sent by post addressed to the Borrower at the address as given in this security or at the last known place of business or abode of the Borrower and every demand so made shall be deemed to have been made on the day the letter was posted

12.

ALL

costs

charged

and

expenses

properly

incurred

hereunder by the Lender and all other monies properly paid by the Lender in respect of the said costs charge and expenses or otherwise together with interest thereon as aforesaid shall be charged on the mortgaged premises provided that the charge hereinbefore conferred shall be in addition to and without prejudice to any and every other remedy lien or security which the Lender any or but for the said charge would have for the monies hereby secured or any part thereof IN WITNESS whereof the Borrower has hereunto set his hand and seal the day and year first before written THE SCHEDULE hereinbefore referred to: ALL THAT piece of Land extent two decimal point Two anion six (2.2116) hectares more or less being Plot No. 73 Kaniki situate in the Copperbelt Province of Zambia which piece of land is more particularly delineated and described on Diagram No. 774 of 1958 annexed to the Certificate of Title issued in respect of the said piece of land and thereon bordered red SIGNED SEALED and DELIVERED ) By the said

)

In the presence of: WITNESS: Name: Address: Occupation:

)

DEBENTURE

THIS DEBENTURE is made the

day of

One Thousand Nine Hundred and Ninety BETWEEN

a

company incorporated in Zambia and having its ed office at Lusaka (hereinafter called “the Company”) of the one part and a Company incorporated in Zambia and having its ed office at Lusaka aforesaid (hereinafter called “the Bank”) of the other part. WITNESS as follows: 1.

The Company will pay to the Bank on demand all money which now is or at any time hereafter may become due or owing to the Bank or for which the Company may be or become liable to the Bank on any current or other or in any manner whatever and on any current or other or in any manner whatever (and in the case of both money owing and liabilities incurred whether alone or tly with any other person and in whatever style or name and whether as principal or surety) together with interest at the rate current from time to time or at such other rate as may from time to time be agreed to the date of repayment commission banking charges legal and other costs charges and expenses

2.

The Company will pay interest at the rate aforesaid on the money so due (whether under this debenture or on any judgment which may be recovered therefore) on the last day of each month and such interest shall be compounded with monthly rents on the said dates in the event of it not being punctually paid on the said dates but will without prejudice to the right of the Bank to require payment of such interest

PROVIDED THAT in the case of any such money being also secured to the Bank under an instrument or agreement reserving a higher rate of interest than as aforesaid nothing herein contained shall prejudice or affect the right of the Bank to recover such higher rate of interest or as the case may be the difference between such higher rate of interest and the rate payable hereunder. 3.

The Company as Beneficial Owner hereby charges with the payment of all money and liabilities hereby agreed to be paid or intended to be hereby secured (including any expenses and charges arising out or in connection with the acts or matters referred to in clause 6 hereof) all the Company’s property whatsoever and wheresoever both present and future including its good will and its uncalled capital for the time being and so that the charge hereby created shall be a continuing security on the aforesaid property but so that the Company shall not without the consent in writing of the Bank create any mortgage debenture or charge upon as so that no lien shall in any case or in any manner arise on or affect any part of the property the subject of the charge hereby created and ranking either in priority to or pari u with the charge hereby created

4.

The Company will deposit with the Bank and the Bank during the continuance of this security shall be entitled to hold and retain all deeds and documents of title relating to the Company’s property (and any insurance policies thereon) for the time being.

5.

The Company will at any time if and when required by the Bank so to do execute to the Bank or as the bank shall direct such further legal or other mortgages or charges as the Bank shall require of and on all the Company’s estate and interest

in the premises comprised in the said deposit deeds and writings or which may hereafter be acquired by or belong to the Company (including any Vendor’s lien) to secure all money and liabilities hereby agreed to be paid or intended to be hereby secured such mortgages or charges to be prepared by or on behalf of the Bank at the cost of the Company and to contain an immediate power of sale without notice and all other clauses for the benefit of the Bank as the Bank may reasonably require. 6.

At any time after the Bank shall have demanded payment of any money hereby secured the Bank may writing under the hand of any director chief General Manager t general Manager, assistant, general manager or manager of any branch or ant or any person authorised by any one of them in writing appoint any person or persons to be a receiver or receivers of the property hereby charged or any part thereof and to remove any receive any receiver or receivers so appointed and appoint another or others in his or their place and the receiver or receivers so appointed shall have power:(1)

To take possession of collect and get in any property, hereby charged and for that purpose to take any proceedings in the name of the Company or otherwise as may seem expedient.

(2)

To carry on, manage, or concur in carrying on, and managing the business of the Company or any thereof and for any of these purposes to raise or borrow any money that may be required upon the security of the whole or any part of the property hereby charged

(3)

Forthwith and without any restrictions to sell or concur in selling (but where necessary with the leave of the Court) and to let or concur in letting and to accept surrenders of leases or tenancies of all or any part of the property hereby charged and to carry on such sale letting or surrender into effect by conveying leasing or letting or accepting surrenders in the name and on behalf of the Company or other than the estate owner. Any such sale may be for cash debentures or other obligations,

shares

stock,

or

other

valuable

consideration and may be payable in a lump sum or by instalments spread over such period as the Bank may direct.

Plant machinery and other fixtures may be

served

and

sold

separately

from

the

premises

containing them without the consent of the Company being obtained thereto. (4)

To make any arrangement or compromise which he or they shall think expedient.

(5)

To make and effect all repairs renewals and any improvements of the Company’s plant machinery and effects and to maintain or renew all insurance.

(6)

To appoint Manager, Agents, Officers, Servants and workmen for any of the aforesaid purposes at such salaries and for such periods as he or they may determine

(7)

To do all such other acts and things as ma be considered to be incidental or conducive to any of the matters or powers aforesaid and which he or they lawfully may or can do as agents of the Company.

All money received by such receiver or receivers shall be applied first in payment of his or their enumeration as may be agreed between him or them and the appointer and the costs of realisation, secondly, in providing for the matters specified in the first four paragraphs of Sub-section 9 of Section 24 of the Conveyancing and Law of Property Act 1881, or any statutory modification or re-enactment thereof and thirdly in or towards satisfaction of the money hereby secured. Any receiver or receivers so appointed shall be deemed to be the agent or agents of the Company and the Company shall be solely responsible for his or their acts or defaults and his or their remuneration. (8)

The Company hereby irrevocably appoints the Bank and the persons deriving title under the Bank and their substitutes to be its attorney for it and in its name and on its behalf and as its act and deed or otherwise to sign seal and deliver and otherwise perfect any legal or formal mortgage as aforesaid or (without executing any such mortgage) any deed, assurance, or act which may be required or may be deemed proper or any sale lease or disposition by the Bank or by any such receiver or receivers as aforesaid of the said land and premises or any part thereof or any other property or assets of the company under any power of sale, leasing or other.

(9)

The

statutory

power

of

leasing

entering

into

agreements for leases and accepting surrenders of Leases shall not during the continuance of this security be exercisable by the Company without the written consent of the Bank, but shall not be necessary to

express such consent in any lease agreement or surrender. (10) During the continuance of this security the Company shall furnish to the Bank the Balance Sheet Profit and Loss and Trading showing the true position of the company’s affairs at least once in every year certified by the auditor for the time being of the company approved by the Bank also from time to time such other information respecting the assets and liabilities of the Company as the Bank may reasonably require and shall insure and keep insured in an office or offices other insurers to be approved by the name of the Bank its property and effects of every description against such contingencies and risks in such manner and for such amounts as the Bank shall require and produce to the Bank the receipts for the current premises within seven days after their becoming due and payable failing which the Bank may at the expenses of the Company effect or renew any such insurance as to the Bank shall seem fit.

All money

which may at any time hereafter be received or receivable under any such insurance or any other insurance covering any of the property and effects of the Company against such risks as aforesaid shall be applied

in

replacing

or

reinstating

the

property

destroyed or damaged unless the Bank shall otherwise consent in writing. (11) The Company may at any time give to the Bank

seven

days notice of its intention to discharge this security and immediately upon the expiration of such notice hereby secured shall become payable

(12) The expression “the Bank” hereinbefore used shall include the Bank’s assigns whether immediate or derivative.

And any appointment or removal under

Clause 6 hereof may be made by writing signed or sealed by any of such assigns and the Company hereby irrevocably appoints each such assigns to be its attorney in the and for the purposes of Clause 7 hereinbefore set forth (13) The Company shall pay the Bank’s proper charges including the Bank’s Advocates’ scale costs and all stamp duties in connection with the 8 September 1998. 7.

Any notice required to be served upon the Company shall be sufficiently served if sent to the Company by ed post addressed to its ed office for the time being or if left addressed to the Company at its ed office and any notice required to be served on the Bank shall be sufficiently served if sent to the Bank by ed post to P O Box---------- Lusaka or if left addressed to the Manager of the said Bank at its Head Office, Lusaka.

8.

For the purposes of any duty payable this security shall be stamped for and be limited to a maximum advance of Six Million Kwacha (K6,000,000)

IN WITNESS where of the Company has caused its Common Seal to be hereunto affixed the day and year first before written THE COMMON SEAL of the said

)

Was hereunto affixed in the

)

Presence of:

)

DEBENTURE FLOATING CHARGE AND SPECIFIC MORTGAGE

THIS INDENTURE is made the

day of

One Thousand Nine Hundred and Ninety BETWEEN

a

Company incorporated in Zambia and having its ed office in Ndola (hereinafter called “the Company”) of the one part and a Company incorporated in Zambia and having its ed office at Lusaka (hereinafter called “the Bank”) of the other part. NOW THIS DEED WITNESSETH as follows: 1.

The Company will pay to the Bank all principal sums, including interest and all other sums at any time advanced to the Company by the Bank or becoming due to the Bank by the Company the Principal sum for these presents being One Million Kwacha (K1,000,000)

2.

As security for the repayment and discharge of such principal sum and interest and other sums intended to be hereby secured the Company as Beneficial Owner hereby charges by way of first floating charge with the payment of all money and liabilities hereby agreed to be paid or intended to be hereby secured (including any expenses and charges arising out of or in connection with the acts or matters referred to in Clause 6 hereof) and so that the charge hereby created shall be a continuing security over all the Company’s property

whatsoever

and

wheresoever

both

present

and

future

including its goodwill and its issued and uncalled Capital for the time being. The charge hereby created shall be a floating charge over all the aforesaid property but so that the Company shall not without the consent in writing of the Bank create

any

mortgage

debenture

or

charge

upon

its

undertaking or assets or any part thereof and so that no lien shall in any case or in any manner arise on or affect any part of the property the subject of the charge hereby created and ranking either in priority to or pari u with the charge hereby created 3.

As further security the Company as Beneficial Owner hereby demises unto the Bank ALL THAT piece of land in extent 3628 square metres more or less being stand No. 42 “Kabulonga” situate in the Lusaka Province of Zambia which piece of Land is more particularly delineated and described on Diagram number 938 of 1968 annexed to the Certificate of Title relating to the said land TO HOLD the same unto the Bank for the residue of the term of 99 years from the 1 st day of September One Thousand Nine Hundred and SeventySeven created by a lease dated the 14 th day of February One Thousand Nine Hundred and Seventy Eight and made between the President of the Republic of Zambia of the one part and

of the other part (except the last three days

of the said term) SUBJECT to the proviso for redemption hereinafter contained. 4.

The Company will deposit with the Bank and the Bank during the continuance of this security shall be entitled to hold and retain

all

company’s

deeds

and

immovable

documents property

title

not

relating

hereby

to

the

specifically

mortgaged both present and future (and any insurance policies thereon) for the time being.

5.

The Company will at any time if and when required by the Bank so to do execute to the Bank or as the Bank shall direct such further legal or other mortgage or charges as the Bank shall require of and on all the Company’s estate and interest in the premises comprised in the said deposited deeds and writings or which may hereafter be acquired by or belong to the Company (including any Vendor’s lien) to secure all money and liabilities hereby agreed to be paid or intended to be hereby secured such mortgage or charges to be prepared by or on behalf of the Bank at the cost of the Company and to contain such clauses for the benefit of the Bank as the Bank may reasonably require

6.

The principal and other monies hereby secured shall become immediately payable and the security enforceable (i)

if the Company shall dispose of any of its asset other than in the ordinary course of business

(ii)

if a distress or execution is levied or issued against any of the property of the Company and is not paid out within seven days or

(iii)

if an order is made or an effective resolution is ed for winding up the Company or

(iv)

if the Company ceases or threatens to cease to carry on its business or a substantial part thereof or

(v)

if an encumbrancer takes possession or a receiver is appointed of the assets of the Company or

(vi)

if the Company is unable to pay its debt within the meaning of the Companies Act or

(vii)

if the Company makes a default in observing or fulfilling any of its obligations hereunder including the payment of interest or other monies and the Bank by notice in writing to the Company calls in the principal and other monies hereby secured

7.

At any time after the monies hereby secured shall have become payable and the security enforceable the Bank may be writing under the hand of any director general manager or any person authorised by any one of them in writing appointment any person or persons to be a receiver or receivers of the property hereby charged or any part thereof and to remove any receiver or receivers so appointed and appoint another or others in his or their place and the receiver or receivers so appointed shall have power. (i)

to take possession of collect and get in any property hereby charged and for that purpose to take any proceedings in the name of the Company or otherwise as may seem expedient

(ii)

to carry on manage or concur in carrying on and managing the business of the Company or any part thereof and for any of these purposes to raise or borrow any money that may be required upon the security of the whole or any part of the property hereby charged

(iii)

forthwith and without any restrictions to sell or concur in selling (but where necessary with the leave of the court) and to let or concur in letting and to accept surrenders of leases or tenancies of all or any part of the property hereby charged and to carry any such sale letting or accepting surrenders in the name and on behalf of the Company or other estate owner any such sale may be for cash debentures or other obligations shares stock or other valuable consideration and may be payable in a lump sum or by instalments spread over such period as the Bank may direct. Plant machinery and other fixtures may be several and sold separately from the premises containing them without the consent of the Company being obtained thereto.

(iv)

to make any arrangement or compromise which he or they shall think expedient.

(v)

to make and effect all repairs renewals and any improvements of the Company’s plant machinery and effects and to maintain or renew all insurance.

(vi)

to appoint managers agents officer servants and workmen for any of the aforesaid purposes at such salaries and for such periods as he or they may determine

(vii)

to do all such other acts and things as may be considered to be incidental or conducive to any of the matters or powers aforesaid and which he or they lawfully may or can do as agents of the Company.

All money received by such receiver or receivers shall be applied first in payment of his or their remuneration as may be agreed by him or them and the appointer and the costs of realisation secondly in providing for the matters specified in the first four paragraphs of Sub-section 8 of section 24 of the Conveyancing and law of property Act 1881 or any statutory modification or re-enactment thereof and thirdly in or towards satisfaction or the money hereby secured. Any receiver or receivers so appointed shall be deemed to be the agent or agents of the Company and the Company shall be solely responsible for his or their acts or defaults and for his or their remuneration. 8.

The Company hereby irrevocably appoints the Bank and the persons deriving title under the bank and its or their substitute or substitutes to be its attorney for it and in its name and on its behalf and as its act and deed or otherwise to sign seal and deliver and otherwise perfect any legal or formal mortgage as aforesaid or (without executing any such mortgage) any deed assurance or act which may be required

or may be deemed proper on any sale lease or disposition by the Bank or by any such receiver or receivers as aforesaid of the said land and premises or any part thereof or any other property or assets of the Company under and power of sale leasing or other disposition applicable 9.

The statutory power of leasing entering into agreements for leases accepting surrenders of leases shall not during the continuance of security be exercisable by the Company without the written consent of the Bank but it shall not be necessary to express such consent in any lease agreement or surrender

10.

The Company covenants with the Bank that during the continuance of this security the Company: (i)

will carry on and conduct its business in a proper and efficient manner and will not make any substantial alteration in the nature of such business

(ii)

will pay all rents and other outgoings due in respect of and observe and perform all covenants restrictions and stipulations affecting the property for the time being subject to this security.

(iii)

will comply with all planning requirements regulations and by laws affecting any such land or buildings

(iv)

will keep all such buildings (or all such parts of the specifically mortgaged premises as are of a repairable nature) in good and proper repair and condition

(v)

will keep all its property of an insurable nature insured to the full value thereof against loss or damage by fire lighting aircraft and things dropping therefrom storm and tempest burst or leaking pipes taps and tanks and such other risks as are in accordance with sound

commercial

practice

normally

insured

against

by

Companies carrying business (or as the bank may from time to time reasonably specify) and shall produce the last receipts for all such insurance to the Bank for inspection on demand (vi)

will not save with the written consent of the Bank sell or otherwise acquire any part of the share capital of another Company or any mortgage debenture or other security or obligation of any other Company or person

11.

After the principal monies hereby secured have become payable the Company shall do all such acts and things and shall execute all such assurances and instruments as any receiver appointed hereunder in the exercise of any of the powers hereby conferred upon him shall reasonably require and the Company hereby irrevocably appoints any receiver appointed hereunder to be the lawful attorney of the Company to do any act or thing and to execute any assurance or instrument in the exercise of the powers hereby conferred upon him or which the Company ought to do or execute hereunder and to exercise all the powers of the Company in carrying out or affecting any of the powers hereby conferred upon him

12.

The Company shall pay the bank’s proper Advocates costs and all duties in connection with the preparation and registration of this security

13.

The security hereby created is in addition to any other security or securities which the Bank may now or from time to time hold or take from the Company or from any other person

14.

PROVIDED ALWAYS that on payment to the Bank of all principal interest and other money hereby secured and pursuant to the stipulations and provisions thereof then this security shall at the request and cost of the Company be vacated

15.

The expression “the Bank” hereinbefore used shall include the bank’s assigns whether immediate or derivative and any appointment or removal under clause 7 hereof may be made by writing signed or sealed by any such assigns

16.

Any notice required to be served upon the Company shall be sufficiently served if sent to the Company by ed post addressed to its ed office for the time being or if left and any notice required to be served on the Bank shall be sufficiently served if left addressed to the Managing Director of the Bank at the bank’s head office for time being

IN WITNESS whereof the Company has caused its common seal to be hereunto affixed the day and year first before written THE COMMON SEAL of Was hereunto affixed in In the presence of

) ) )

Director: Secretary: MEMORANDUM OF DEPOSIT OF TITLE DEEDS (SHORT FORM)

THIS MEMORANDUM OF CHARGE made by me WITNESSETH as follows: 1.

The

Title

Deeds

and

documents

relating

to

a

short

description of which is contained in the First Schedule hereto, and a list of which Deeds and documents is contained in the Second Schedule hereto, have been deposited by me with

of P O Box Lusaka to secure to the said the repayment of the Sum of Forty-One Thousand

Kwacha (K41,000) this day advanced by him to 2.

I, as Beneficial Owner hereby charge the said estate and property and all other (if any) the property belonging to me, over which I have any power of disposition, to which the said deeds and writings or any of them relate with the repayment of the said Sum of Forty-One Thousand Kwacha (K41,000) and interest at the rate of Thirty-Seven per cent (37%) per annum such interest to be calculated from date hereof until repayment in full of the said sum of Forty-One Thousand Kwacha (K41,000)

3.

I hereby undertake that I will, when required, at my own cost, execute and deliver to an effectual Legal or Formal Mortgage of the said estate and premises in such form and with such covenant by me and such powers of sale and other powers and provisions as the said may require for further securing the payment of the said principal moneys and interest

4.

I hereby irrevocably appoint the said

to

be

my

attorney for me and in my name and on my behalf and as my

act and deed or otherwise to sign, seal and deliver and otherwise perfect any such legal or formal Mortgage as aforesaid or (without executing any such Mortgage) any deed, assurance, or act which may be required or may be deemed proper on any sale by him of the said property and premises, or any part thereof, under the power of sale applicable hereto in order to vest in the purchaser or purchasers the legal estate and all other my estate and interest in the said premises, with power to appoint a substitute or substitutes for the purpose aforesaid, or any of them 5.

I hereby declare that I shall henceforth hold the property hereby charged in trust to assign the same as the said shall from time to time direct, subject to such right of redemption (if any) as may subsist by virtue of this deed: and I hereby authorise the said

by

deed

to

appoint

a

new

trustee or new trustees of the said property, and in particular at any time or times to appoint a new trustee or new trustees appointed under this power as IF I were dead 6.

I hereby undertake that during the continuance of this security no person or persons shall be ed as proprietors of the property hereby charged without the costs incurred by the said said

and that the costs incurred by the

of lodging from time to time a caveat against

registration of the said property shall be added to this security 7.

I hereby undertake to pay all costs and expenses incurred by the said

in respect of the premises, including the

cost of investigating the title to the mortgaged premises and of stamping this deed and filing a certified copy of the Power

of Attorney herein contained and I agree that all such costs and expenses may be added to this security 8.

ANY mention in this deed of the said

shall be

deemed where the context its to include also his Executors, s and Assigns IN WITNESS whereof I have hereunto set my hand and seal this Twenty-Ninth day of January One Thousand Nine Hundred and Eighty Seven THE FIRST SCHEDULE: ALL THAT piece of Land in extent 12.2546 hectares more or less being Subdivision ‘D’ of Farm No. 50a ‘Doornfontein’ situate in the Lusaka Province

of Zambia

which piece of

Land is more

particularly delineated and described on diagram No. 76 of 1969 EXCEPT AND RESERVED all minerals oils and precious stones whatever upon or under the said Land THE SECOND SCHEDULE: 1.

Certificate of Title No. 55748

2.

Valuation Report

SIGNED SEALED and DELIVERED ) By the said In the presence of: Name: Address:

) )

Occupation:

MEMORANDUM OF DEPOSIT OF TITLE DEEDS (FULL FORM)

relating to Stand No. 10540, Lusaka

Ed Vocate & Partners, P O Box 33333, Legal House, Cairo Road LUSAKA Advocates and Notaries

To:

STANBIC BANK ZAMBIA LIMITED, P O BOX 34567, MONEY HOUSE, CAIRO ROAD, LUSAKA.

1.

We BUS SERVICES LIMITED of Lusaka in Zambia hereby declare that the title deeds and other documents relating to the property situate at Lusaka and known as Stand No. 15400 particulars of which deeds and documents are contained in the Schedule hereto have been delivered by us and deposited by us with you for securing to you the payment and discharge of all monies and liabilities now or hereafter due from or incurred by us SELECT EQUIPMENT LIMITED a

Limited Company incorporated in Zambia and having its ed

office

at

Lusaka

(hereinafter

called

“the

Customer”) on any or in any manner whatever or whether actually or contingently alone or tly with others and whether as principal or surety including (but without prejudice to the generality of the foregoing) charges and all costs charges and expenses which you may pay or incur in stamping perfecting or enforcing this security or in obtaining payment or discharge of such monies or liabilities or any part thereof or in paying any rent rates taxes or outgoings or in insuring repairing maintaining managing or realising the said property or any part thereof. 2.

We hereby undertake that we will pay to you on demand in writing addressed and sent by post or otherwise to us at our address for the time being in the books of your Bank such of the said monies as shall for the time being be actually due to you PROVIDED

always

that the certificate

of a duly

authorised official of the bank shall be conclusive evidence as to what is due. 3.

We hereby as Beneficial Owner charge all the said property and all other property (if any) belonging to us or over which we have any disposing power to which the said deeds and documents relate with the payment to you and discharge of all the said monies and liabilities due or to become due from or incurred or to be incurred by us or the Customer to you and we undertake that we will when required by you at our own cost and expense execute and deliver to you an effectual legal and formal mortgage or ed charge of all the said property in such form and with such covenants by us or our successors in title and such powers of sale and other powers and provisions as you may require for securing the payment

to you and discharge on demand by you of all such monies and liabilities as aforesaid together with interest thereon at the rate current from time to time from the date of the demand until payment 4.

The

power

of

sale

conferred

on

mortgages

by

the

Conveyancing and law property Act 1881 shall apply to the security

hereby

created

but

without

the

restrictions

contained in the said Act as to giving notice or otherwise and so that for the purpose of any sale of the said property or any part thereof under the power of the sale vested in you by virtue of this deed and the said Act the whole of the monies and liabilities the payment and discharge whereof is hereby secured shall be deemed to become due or liable to be discharged on the day on which demand of payment shall have been made or you shall have closed the Customer’s or our s (whichever shall be the earlier). 5.

The statutory power to appoint a receiver may be exercised at any time after payment of the monies hereby secured has been demanded and we have made default in paying the same or you have closed the Customer’s s.

6.

The power of leasing or agreeing to let and of accepting or agreeing to accept surrenders of leases and tenancies conferred by the Conveyancing and law of property Act 1881 shall not be exercised without your previous consent in writing and the restriction on consolation contained in the same Act shall not apply to this security.

7.

The said property is not mortgaged charge or incumbered save as appears in the said deeds and documents.

8.

We hereby irrevocably appoint such one of your local directors or managers for the time being as you shall from time to time by writing under the hand of your chairman or deputy-chairman or general manager or assistant general manager designate to be our attorney for us and in our name and on our behalf and as our act and deed or otherwise to sign seal and deliver and otherwise perfect any such legal or formal mortgage or ed charge as aforesaid or (without executing any such mortgage) any deed assurance or act which may be required or may be deemed proper on any sale by you of the said property of any part thereof under the power of sale conferred by the security hereby created and the statutes in that behalf in order to vest in the purchaser and legal estates and all other our estate and interest in the said property or such part thereof as the case may be and we declare that we or my successors in title will henceforth stand seized and possessed of the said property hereby charged in trust for you by way of further securing payment of the said monies due or to become due and the discharge of the said liabilities incurred or to lawful for you by an instrument under your common seal to appoint a new trustee or new trustees of the said property and in particular at any time or times to appoint a new trustee or new trustees thereof in the place of ourselves or our successors in titles or any trustee or trustees appointed under this power as if he or they are dead.

9.

We hereby undertake that during the continuance or this security no person or corporation shall be ed as proprietor of the said property of any part thereof without your consent in writing.

10.

We hereby attorn tenant from year to year to you of such parts of the said property as are in my occupation at the yearly rent of K2.00 to be paid by quarterly payments on the usual quarter days but so that such rent shall be applied in or towards satisfaction of the monies hereby secured but not to be recoverable by distress PROVIDED ALSO that neither the receipt of the said rent nor the tenancy created by such attornment shall render you liable to as mortgagees in possession.

11.

We hereby undertake that during the continuance of this security we will keep all buildings on the said property insured against fire in the full value thereof and will on demand in writing produce to you the receipts for s paid in respect of such insurance.

12.

We hereby undertake at all times the continuance of this security to keep the buildings and fixtures which shall from time to time be comprised in this security in a good state of repair.

13.

We undertake to pay all costs and expenses incurred or to be incurred by you in respect of the security hereby created and the

property

hereby

charged

including

the

cost

of

investigating the title to the said property or any part thereof and of stamping this instrument. 14.

You are to be at liberty to give time or other indulgence to any person liable on any bill note or other security or for whom we are sureties without discharging or affecting this security and this security is to be a continuing security notwithstanding any settlement of or other matter whatsoever.

15.

There the context so requires or its references herein to you are to include your assigns.

IN WITNESS whereof BUS SERVICES LIMITED have hereunto caused its Common Seal to be hereunto affixed this

day

of

One Thousand Nine Hundred and Ninety THE SCHEDULE hereinbefore referred to:Certificate of Title No. 58426 relating to ALL THAT piece of land in extent 1717 square metres more or less being stand No. 15400 situate in the Lusaka Province of Zambia which piece of land is more particularly delineated and described on Diagram No. 1410 of 1984 annexed to the said certificate. THE COMMON SEAL of

)

BUS SERVICES LIMITED was

)

hereunto affixed in the

)

presence of:-

)

DISCHARGE OF MORTGAGE

Limited acknowledges to have received all moneys intended to be secured by the documents listed in the Schedule hereto in respect of Subdivision No. 3 of Subdivision “A” of Farm No. 396a Lusaka and hereby discharges the said piece of land from the said Mortgages

IN WITNESS WHEREOF the Bank has hereunto set its Common Seal to be hereunto affixed

THE SCHEDULE HEREINAFTER REFERRED TO: DATE

DOCUMENTS

2.08.85

PARTIES

DEBENTURE DEED

1. 2.

26.3.86

THIRD PARTY MORTGAGE

1. 2.

8.05.86

SUPPLEMENTAL DEBENTURE

1.

2. 11.5.86

SUPPLEMENTAL MORTGAGE 2.

THE COMMON SEAL OF

)

Limited was hereunto affixed in

)

DIRECTOR: SECRETARY:

1.

PARTIAL DISCHARGE

THIS PARTIAL DISCHARGE is made the day of One Thousand Nine Hundred and Seventy by

ed

under the Building Societies Act 1968 and having its Chief Office at Permanent House Lusaka in the Republic of Zambia (hereinafter called “the Society”)

WHEREAS By a Deed of Mortgage dated the Third day of September One Thousand Nine Hundred and Sixty-five and made between

of

the one part and the Society of the other part (hereinafter called “the Mortgage”) and by a Deed of Further Charge dated the Eighth day of July One Thousand Nine Hundred and Seventy One and made between

of the one part and the Society of the other part

(hereinafter “called the Further Charge”) Whereby ALL THAT piece of land in extent 2.052 acres or less being subdivision No. 28 of Farm No. 441a Roma situate near Lusaka in the Central Province

Zambia which

piece of land is

more particularly

delineated and described on Diagram No. 814 of 1952 annexed to

the Certificate of Title (hereinafter called “the said piece of Land”) was mortgaged to the Society by the said

AND WHEREAS the said piece of land has been subdivided into two subdivisions namely the Remaining Extent of Subdivision No. 28 of Farm No. 441a and Subdivision A of Subdivision 28 of Farm No. 441a. NOW THIS DEED WITNESSETH as follows:

The Society being satisfied with the security that shall remain after the release herein contained hereby RELEASES and DISCHARGES ALL THAT piece of land in extent Four Thousand One Hundred and Twelve (4112) square metres more or less being Subdivision ‘A’ of Subdivision No. 28 of farm 441a “Roma” situate near Lusaka in the Central Province of Zambia which piece of land is more particularly delineated and described on Diagram NO. 1278 of 1974 annexed to the Certificate of Title issued in respect of the said land from the said Mortgage and the said Further Charge

IN WITNESS whereof the Seal of the Society is hereto affixed this day of One Thousand Nine Hundred and Seventy by order of the Board of Director in the presence of:

LEASE

THIS INDENTURE made the day of Hundred and Ninety Four BETWEEN

One Thousand Nine of Lusaka in

the Republic of Zambia (hereinafter called “the Landlord”) of the one part and

a Company incorporated in and

having a place of business at Lusaka aforesaid called “the Tenant”)

WITNESSETH as follows: 1.

THE Landlord hereby demises unto the tenant ALL THAT piece of land in extent 4691 metres more or less being subdivision A of subdivision 31 of farm No. 337a “Kabulonga” situate in the Lusaka Province of Zambia which piece of land is more particularly delineated and described on Diagram No. 1606 of 1969 EXCEPT and RESERVED all mineral oils and precious stones whatsoever upon or under the said land TO HOLD unto the tenant from the 1st day of September One Thousand Nine Hundred and Ninety-four for a term of 3 years PAYING therefore the calendar monthly rent of Two

Thousand Five Hundred United States Dollars (US$2.500) payable as follows:(a)

Rental for the first Sixteen (16) moths of the term hereby created upon the execution hereof by both parties and

(b) 2.

thereafter monthly on the first day of each month

THE Tenant hereby covenants with the Landlord as follows: (a)

TO pay the rent reserved on the days and in manner

aforesaid (b)

TO pay all charges for electricity and water supplied to the demised premises

(c)

TO pay the Landlord on demand all rates payable in respect of the demised premises in excess of the rates payable or leviable thereon at the date of these presents TO THE INTENT that in the event of the rates being increased at any time or from time to time after the 1st day of November One Thousand Nine Hundred and Ninety Four the tenant shall be responsible for payment of the amount of such increase or interest.

(d)

TO keep the interior of the demised building and all additions thereto including the windows and doors and sanitary

and

water

apparatus

thereof

and

the

Landlord’s fixtures therein in tenantable repair except in respect of any injury or deterioration occasioned by ordinary wear and tear or by fire lighting tempest or any inevitable accident or by any defects of repair in the roofs main walls or structure (e)

TO paint with two coats oil paint in a workman like manner in the last six months of the term all the internal wood iron stucco and cement work of the demises premises and then to paint grain varnish

distemper wash stop whitten and colour such parts thereof as previously been or ought to be so dealt with (f)

TO permit the Landlord and its agents with all necessary workmen and appliances at all reasonable times to enter upon the demised premises for the purpose of executing repairs for which it is liable under its covenants in that behalf hereinafter contained

(g)

TO permit the landlord and its agents with or without workmen and others at all reasonable times to enter upon and examine the condition of the demised premises and thereupon the Landlord may serve upon the Tenant notice in writing specifying any repairs necessary to be done and require the tenant forthwith to execute the same and if the Tenant shall not within fourteen days after the service of such notice proceed diligently with the execution of such repairs then to permit the Landlord to enter upon the demised premises and execute such repairs and the costs thereof shall be a debt due to the landlord by the Tenant and be forthwith recoverable by action

(h)

TO permit the Landlord’s Mortgagee (if any) by its appointed officer or agent at all reasonable times to enter upon the demised premises for the purpose of inspecting the same and carrying out any works of repair which the Mortgagee may be entitled to carry out under its Mortgage.

(i)

NOT to make any alteration or additions to the demised premises without the previous written consent of the Landlord and the Mortgagee (if any) for the time being and not to cut main or injure any of the walls or timbers thereof nor to permit any of the aforesaid things to be done

(j)

NOT to or suffer or permit to be done anything whereby any policy of insurance on the premises against fire effected by the Landlord may become void or voidable or whereby the rate of thereon may be increased and to pay the Landlord forthwith all sums from time to time paid by it for or in respect of any such increase or or the renewal or any such policy so voided becoming voidable.

(k)

NOT to assign underlet or part with the possession of the demised premises or any part thereof without the previous written consent of the Landlord (such consent nor to be unreasonably withheld) and of the Landlord’s Mortgagee (if any).

(l)

TO pay all expenses (including advocates’ costs and Surveyor’s fees) incurred by the Landlord incidental to the preparation and service of a notice under section 14 of the Conveyancing and Law of Property Act 1881 notwithstanding forfeiture is avoided otherwise than by relief granted by the Court.

(m)

PROMPTLY to pay all charges of a recurrent nature (including the rent) in respect of the telephone and also for all calls made.

(n)

NOT to use the demised premises for any purpose other than that of a dwelling house.

(o)

TO pay the Landlord’s Advocates scale legal charges in connection

with

the

preparation

completion

and

stamping of this lease and counterpart thereof. (p)

TO insure and keep insured the plate glass windows in the demised premises and to produce to the Landlord on request proof of such insurance

(q)

AT the determination of the term to yield up the demised premises and all fixtures therein (except such Tenant’s fixtures as shall belong to the Tenant) in such

state of repair and condition as shall be in accordance with the covenants of the tenants in that behalf hereinbefore contained and with all locks keys and fastening complete 3.

THE Landlord hereby covenants with the Tenant as follows: (a)

To keep the exterior of the buildings of the demised premises and the roofs and main walls and the exterior drains pipes and cables thereof in good repair and to do such structural repairs as may be necessary for the convenient occupation thereof

(b)

To pay all owners rates and other taxes charges assessments outgoings and impositions which now are or may hereafter become payable in respect of the demised premises for which the Tenant is not liable under the covenants on its part herein contained and to keep the Tenant indemnified against the same

(c)

That the Tenant paying the rent hereby reserved and performing and observing the covenants on the part of the Tenant and the conditions herein contained shall quietly enjoy the demise premises during the term created without any interruption by the Landlord or any agent rightfully claiming under or in trust for it

4.

PROVIDED ALWAYS and it is hereby agreed as follows: (a)

If the rent hereby reserved or any part thereof shall be unpaid for Twenty-One days after becoming payable

(whether formally or not) of if any covenants on

the

Tenant’s part contained shall not be performed or observed or if the tenant being a Company shall go into liquidation (except for the purpose of amalgamation or re-construction) or if the Tenant being an individual shall become bankrupt or enter into composition or arrangement with his creditors or suffer any distress or execution to be levied on his goods then and in any of the said cases it shall be lawful for the Landlord at any time thereafter to enter upon the demised premises or any part thereof in the name of the whole and thereupon this demise shall absolutely determined but without prejudice to any right of action of the Landlord in respect of any breach of the tenant’s covenants hereinbefore contained (b)

If the demised premises or any part thereof shall at any time during the tenancy be destroyed or damaged by fire so as to be unfit for habitation and use and the policy or policies of insurance effected by the Landlord shall not have been vitiated or payment of the policy moneys refused in whole or part in consequence of any act or default of the tenant the rent hereby reserved or a fair proportion thereof according to the nature and extent of the damage sustained shall be suspended until the demised premises shall again be rendered fit

for habitation and use and any dispute concerning this clause shall be referred to a single arbitrator in case the parties can agree upon one and otherwise two arbitrators one to be appointed by each part and in either case in accordance with the provisions of the Arbitration Act of the Laws of Zambia or any statutory modification or re-enactment thereof for the time being in force (c)

If the Tenant shall be desirous of taking a lease of the demised premises for a further term of three years from the expiration of the term hereby created and shall not more than one year nor less than three months before the expiration of the term hereby created give to the Landlord notice in writing of such desire and if the Tenant shall have paid the rent hereby reserved and shall have performed and observed the several stipulations herein contained and on the tenant’s part to be performed and observed up to the termination of the term hereby created then the Landlord will let the demised premises to the Tenant for the said further term from the expiration of the term hereby created and subject in all respects to the same stipulations as are herein contained except that the monthly rent payable under Clause 1 shall be such amount agreed by the parties.

(d)

Any notice requiring to be served hereunder shall be in writing and shall be sufficiently served upon the Tenant if left addressed to the Tenant on the demised property or sent to the Tenant at its ed office for the term being and shall be sufficiently served upon the Landlord if delivered to the last known address in Zambia a notice sent by post being deemed to be delivered at the time when it would be delivered in due course

IN WITNESS whereof the Landlord has set her hand and seal and the Tenant has caused its common seal to be hereunto affixed the day and year first before written

SIGNED SEALED and DELIVERED ) By the Landlord in the presence of:

)

WITNESS Name: Address: Occupation THE COMMON SEAL of the Tenant

)

was hereunto affixed in the

)

presence of:

)

DIRECTOR: SECRETARY:

LEASE

Parties

THIS LEASE made the day of Hundred and Niney

One Thousand Nine BETWEEN

having a

place of business at Cairo Road, Lusaka acting through its authorised representative (hereinafter called “the Landlord”) of the one part and the person/persons or entity

named

in

the

Second

Schedule

hereto

(hereinafter called “the Tenant”) of the other part. WITNESSETH as follows Demise

1. IN consideration of the rents and Tenant’s covenants herein contained the Landlord hereby demises unto the Tenant all those offices and appurtenances thereto belonging described in the First Schedule (hereinafter

called

“the

demised

premises”)

TOGETHER with (but to the exclusion of all other liberties easements rights and advantages). (a) The right as far as necessary and as the Landlord can lawfully grant the same of ingress and egress from the demised premises in and over and long all usual entrances landings enger lifts and ageways leading thereto in common with the Landlord and all other so authorised by the Landlord and all other persons entitled thereto (but subject to such restrictions outside normal working hours and days as the Landlord may reasonably impose). (b)The right for the Tenant and others authorised by the Tenant to the use of the toilet facilities in the building but such shall be in common with

the Landlord and all other persons entitled thereto. (c) The right to free age and running of water and soil in and through the sewers drains and channels made or to be made upon through or under adjacent premises in the building and to the

free

uninterrupted

use

of

all

electric

telephone and other pipes wires and cables upon through or under such rights to be so far as necessary for the enjoyment of the demised premises and in common with the Landlord and all others so authorised by the Landlord and all other persons entitled thereto. Exceptions

EXCEPTING AND RESERVING to the Landlord and

any And

superior landlord and the tenants and occupiers of

other portions of Reservations

building of which the demised premises form part and other persons entitled thereto.

(i) the right of free age and running of water and soil in and through the sewers drains and channels made or to be made upon through or under the demised premises and the free and uninterrupted use of all gas electric telephone and other pipe wires and cables upon through or under the same. (ii)full right and liberty for the Landlord and its surveyors agents workmen and others at reasonable times and from time to time upon reasonable notice (save in case of emergency) to enter into upon the demised premises and all parts thereof for the purpose of repairing maintaining altering cleansing examining or testing the building and all parts thereof and the said sewers drains channels pipes

wires and cables serving the same and to make all connections

and

disconnections

which

may

be

necessary in relations thereto and for the purpose of carrying out any work or doing anything whatsoever comprised

within

the

Landlord’s

obligations

hereinafter contained or (whether or not comprised within the same) for which the Tenant is liable hereunder to make a contribution and for the purpose of performing any of the covenants in the superior leases or doing anything which may be necessary or desirable to prevent or avoid a forfeiture thereon PROVIDED that the Landlord shall make good and damage caused thereby to the demised premises but shall not be liable to the Tenant

for

any

inconvenience

or

otherwise

howsoever in relation to any such work carried out or thing done as aforesaid. Period

TO HOLD unto the Tenant for the term stated in the Second Schedule hereto PAYING therefore during the said term the rent stated in the Second Schedule hereto to be paid without any deductions in manner therein stated.

Tenant’s

2.

THE Tenant for the Tenant and the Tenant’s

assigns hereby Covenants

covenants with the Landlord as follows:-

Rent

(a)

To pay the said rents on the days and in

(b)

to pay interest on all rent or other moneys

manner aforesaid payable hereunder by the Tenant to the Landlord and remaining unpaid for thirty days after becoming due at the rate set out in the Second Schedule hereto.

Electricity

(c)

to pay all charges for electricity and water

at any time and Water

assessed charged or imposed upon the demised premises or thereof and when required by the Landlord so to do

Head Leases

(d)

to observe and perform all the covenants conditions and obligations contained in the Lease made between the President of the one part and the Landlord of the other part (hereinafter called “the Head Lease”) other than the covenant for the repayment of rent thereby reserved and on the Tenant’s part to be performed and observed so far as the same

relate

to

the

premises

hereby

demised. Repair

(e)

to

keep

the

interior

of

the

demised

premises including the doors plate glass (if any) windows and all fixtures in good tenantable repair and condition kept as aforesaid in all respects together with all such articles fixtures fittings and fastenings as are now or during the said term shall be affixed fitted and fastened to the demised premises or any part thereof in good repair and condition. Redecoration

(f)

to paint with two coats of paint of a suitable quality in a workmanlike manner all wood iron and other parts of the interior of the demised premises heretofore or usually painted at the times stated in the Second Schedule, hereto and after every such painting to paint with varnish or material substituted therefore and in general use all

such parts as have previously been so dealt with Common Parts

(g)

not to make untidy litter or obstruct the parts of the Building and things used in common

with

the

Landlord

and

the

Landlord’s tenants as hereinbefore set out. Landlord’s Entry (h)

to permit the Landlord and the Landlord’s duly authorised agents with or without workmen and other at all reasonable times to enter upon the demised premises and to view the condition thereof and thereupon the Landlord may serve upon the Tenant notice in writing specifying any repairs or other works necessary to be done in order to comply with the tenant’s obligations under Clause 2 (c) and (d) hereof and require the Tenant forthwith to execute the same and if the Tenant shall not within ten days

after

the

service

of

such

notice

proceed diligently with the execution of such repairs or works then to permit the Landlord

to

enter

upon

the

demised

premises and execute such repairs or works and the costs thereof shall be a debt due from the Tenant to the Landlord and the forthwith recoverable by action. Other

(i)

to permit the Landlord and the superior Landlord and all

Entries

others authorised by them at all times to

enter upon the demised premises (i) to view the condition thereof

and

take

inventories

of

the

Landlord’s fixtures and fittings therein (ii)

to do any repairs or make any alterations to any remaining portion of Building use or any ading property now or hereafter belonging to the Landlord or (iii) to do any other works acts or things required or permitted in pursuance of the provisions of the Head Leases. Use

(j)

not to use the demised premises or any part thereof other than for the uses stated in the Second Schedule hereto

Alterations

(k)

not to erect any new building on the demised premises or in the internal layout thereof without the previous consent in writing of the Landlord and if the Landlord shall consent to any alterations or additions to obtain

at the Tenant’s

expense all

necessary planning consents and other consents necessary under the provisions of any statute rule under regulation or byelaw applicable thereto and to erect such works in accordance with the conditions thereof. Blocking

(l)

not to block up darken or obstruct any of the windows or

Windows

lights belonging to the demised premises or to the Landlord.

Residence

(m)

not to reside or permit any person to reside in any part of the demised premises other than the flat comprised in the demised premises or use or permit the same to be used for sleeping purposes.

Obstruction

(n)

not to obstruct or cause or suffer to be obstructed the entrance halls staircases

and landings to the demised premises or in any way block up obstruct or leave any goods or chattels in the forecourts yards stairways ages and back entrances of the Building. Auction

(o)

not to permit any auction to take place on the demised premises.

Insurance

(p)

not to do or permit to be done anything whereby the policies or insurance on the Building or any ading building now or thereafter

belonging

to

the

Landlord

against loss or damage by fire for the time being

subsisting

may

become

void

or

voidable or whereby the rate of thereon may be increased and to repay to the Landlord all sums paid by way of any increased

s

and

all

expenses

incurred by the Landlord in or about any renewal of such policy or policies rendered necessary by a breach. Nuisance

(q)

not to do or suffer to be done anything in or upon the demised premises of any illegal or immoral nature or which may be or become annoyance or damage to the Landlord or the Tenants or occupiers of the remaining portion or the Building or any ading premises nor to do or suffer any wilful or voluntary waste or spoil.

Assignment

(r)

not to assign underlet or part with or share the possession of or mortgage charge or otherwise encumber the demised premises or any part thereof without the previous

consent in writing of the Landlord which consent shall not be unreasonably withheld. Yielding Up

(s)

to yield up the demised premises with the Landlord’s

fixtures

thereto

at

the

determination of the tenancy in good and tenantable repair in accordance with the covenants hereinbefore contained. Placards, Notices,

(t)

not to exhibit any placard bill notice

or other Etc.

ment

without

the

previous

consent

in

writing nor make or permit to be made any disturbance noise or annoyance whatsoever prejudicial

to

the

premises

or

to

the

comfort of any other occupants of any other floors of the said premises not to do or permit to be done any act or thing which may be or grow to the annoyance damage or disturbance of the Landlord or the Landlord’s tenants or occupiers of any ading premises. Heavy Loads (u)

not to permit to be brought into the demised any safe or other article weighing more than 1524.060 kilograms without the consent of the Landlord and not to permit the total aggregate superimposed load on any floor slab to exceed 1.5KN m2 at any one

time

and

indemnified

the

to

indemnify

Landlord

and

against

keep any

breach of this covenant. ment to let (v)

to

permit

the

Landlord

or

the

Landlord’s agents or workmen within three calendar months next before the expiration or sooner determination of the term hereby

created to enter the demised premises and to put and place on any part thereof a notice board or placard and to permit every person requiring to view the said premises by order in writing from the Landlord or the Landlord’s agents to enter into and view the same at all reasonable times in the day time.

Indemnity

(w)

to indemnify and keep indemnified the

Landlord from of landlord

all costs charges claims suits actions or demands

to which Tenants Breaches

the Landlord may become liable by

virtue of any breach of the covenants and conditions herein contained or by virtue of the occupation

by

the

Tenant

of

the

demised

premises whether such costs charges claims suits actions or demands arise by virtue of any statute act bye-laws regulation or otherwise. Insurance

(x) to insure and keep insured all plate glass (if any) windows in the premises.

To renew such

insurances when due for renewal and to reinstate any plate glass broken cracked or damaged. Compliance with (y)

in all respects to comply with the provisions

of the Factories Town Planning Municipal Corporation and Public Health Acts and with any other obligations imposed by Law in regard to the carrying on of the profession trade or business for the time carried on the demised premises.

Costs

(z) to pay to the Landlord all costs charges and expenses (including Advocates’ and Surveyors’ costs charges and fees) incurred by the Landlord in any proceedings in respect of this Lease under Section

14

of

the

Law

of

Property

&

Conveyancing Act 1881 or any re-enactment or modification thereof. Landlord’s

The Landlord hereby covenants with the Tenant

as follows: Covenants Repair

(i) to maintain and keep the roof outside walls and

timbers of the Building and the halls stairways and convenience intended for the common use of the occupants in good repair and in a clean proper and sanitary condition. Head

(ii)to pay the rent reserved by and to observe the

covenants Lease

contained in the Head Lease and to keep the Tenant indemnified against the same and (subject as hereinbefore mentioned) against all rates and taxes which now are or may hereafter become payable in respect of the demised premises.

Production

(iii)

at the request and cost of the Tenant to

produce to the Tenant the Head Lease and to furnish copiers thereof. Peaceful

(iv)

that the Tenant paying the rent hereby reserved and observing

Possession

and

performing

the

several

covenants

and

stipulations herein on its part contained shall peaceably hold and enjoy the demised premises during the said term without any interruption by the

Landlord or any person rightfully claiming under or in trust for it. Provision

4. PROVIDED ALWAYS AND IT IS HEREBY AGREED as follows:

non-

(i) If the rent hereby reserved or any part thereof being unpaid shall

Payment

remain unpaid for fifteen days after becoming payable

Rent

(whether formally demanded or not) or any covenant on the Tenant’s part herein contained shall not be performed or observed or if the Tenant or any persons or company in which for the time being the term hereby created shall be vested shall become bankrupt or wound up as the case may be then and in any case the said cases it shall be lawful for the Landlord at any time thereafter to enter the demised premises or any part thereof in the name of the whole and thereupon these demise shall absolutely determine but without prejudice to any other rights of the Landlord in respect of any breach of the covenants on the Tenant’s part herein contained.

Suspension (ii)In case the demised premises or any part thereof shall at any time of Rent

during the said term be so damaged or destroyed by fire or other risk against which the Landlord shall have insured as to be unfit for occupation and use then (unless the insurance money shall be wholly or partially irrecoverable by reason solely; or in part or any act or default of the tenant) the rents hereby reserved or a fair proportion thereof according to the nature and extent of the damage sustained shall be suspended until the demised shall again be

rendered fit for occupation and use any dispute with reference to this proviso shall be referred to the award of a single arbitrator in the case of the parties agreeing upon one and otherwise to two arbitrators one to be appointed by each party and in either case in accordance with the provisions of the Arbitration Act Cap 40 of the Laws of Zambia or any statutory modification thereof for the time being in force Air Conditioning (iii)

That in case the demised premises have

facilities provided thereof the Tenant may instal air conditioning units in the premises hereby agreed to be let at the Tenant’s own cost and such units shall be approved in writing by the Landlord and shall be installed and connected in such lace and in such manner as the Landlord shall approve and the Tenant will use any facilities provided in the construction of the building

for

the

installation

of

such

air

conditioning units and the Tenant shall be at liberty to remove such units at the end of the term hereby created and shall reinstate and the term hereby created and shall reinstate and make good any damage caused to the premises by such installations and removal Legal

(iv)

The Tenant shall upon the execution pay

and discharge all the Costs

Landlord’s legal costs and expenses together with stamp duty and registration fees in respect of the preparation and registration of this Lease.

Notices

(v)

Any notice under this Lease shall be in writing and any notice to the Tenant shall be sufficiently served if left addressed to the Tenant on the demised premises and any notice to the Tenant

on the demised premises and any notice to the Landlord shall be sufficiently served or sent by ed post to the ed office of the Landlord to receive or who has in face on the Landlord’s

behalf

received

the

rent

of

the

demised premises Definitions (iv)

In

these

presents

the

expression

“the

Landlord” and “the Tenant” shall where the context so its include the persons deriving title under them and where the expression “the Tenant” shall include two or more persons all covenants on the part of the Tenant shall be deemed to be made t and severally. IN WITNESS whereof the Parties have hereunto set their hands and seals the day and year first before written.

THE FIRST SCHEDULE

ALL THAT portion of the 3rd Floor of

House on Plot No.

Cairo Road Lusaka in the Lusaka Province of the Republic of Zambia which for purposes of identification is shown on sketch plan annexed hereto and thereon bordered red. THE SECOND SCHEDULE

Name, Description and Address of Tenant 1st February, 1995

Date of Commencement of Term: Duration of Commencement of Term:

1 year 3 months

Amount of rent and times and manner

US$2,000.00

month of payment

Monthly in advance

Use of demised premises

Offices

Redecoration:

At the end of the term Hereby created

SIGNED SEALED and DELIVERED by

)

the authorised representative of

)

In the presence of

)

WITNESS Name: Address: Occupation: SIGNED SEALED and DELIVERED by

)

per

the authorised representative of

)

In the presence of

)

WITNESS Name: Address: Occupation:

LEASE DESCRIPTION OF PROPERTY

1.

THE LANDLORD hereby demises unto the Tenant ALL THOSE the shop premises with the Building and the Lavatory (hereinafter called “the demised premises”) forming part of Subdivision A of Plot No. 4 Kabwe in the Central Province of Zambia as the same are for the purposes of identification more particularly delineated and described on the Sketch Plan annexed hereto and thereon bordered red TOGETHER with the right in common with the Landlord its servants and agents and any person authorised by the Landlord to have alike right to use the lavatories at the rear of demised premises TO HOLD to the Tenant from the First day of November One Thousand Nine Hundred and Sixty Six for the term of three years paying therefore during the said term the yearly rent of One

Thousand

Three

Hundred

and

Twenty

Pounds

(£1,320) by equal monthly instalments in advance of One Hundred and Ten Pounds (£110) the first such instalment payable on the first day of November One Thousand Nine Hundred and Sixty Six. 2.

THE LANDLORD hereby demised unto the Tenant ALL THAT portion of stand No. 6972 Lusaka as the same is for purpose of identification more particularly described on the

Sketch

Plan

hereto

and

thereon

bordered

red

(hereinafter called the “said premises”) TO HOLD the same unto the Tenant from the 1st day of December One Thousand Nine Hundred and Seventy Two for term of two years PAYING therefore during the term the yearly rent of

Five Thousand Four Hundred Kwacha (K5,400) payable two monthly in advance the first payment to be made on the 1st day of December One Thousand Nine Hundred and Seventy-two and subsequent payments to be made at two monthly intervals thereafter. 3.

THE LANDLORD demises unto the Tenant ALL THAT suite of rooms (hereinafter called “the Flat”) known as Flat No.1, situate in the building (hereinafter called “the building”)

erected

particularly

upon

described

in

the the

hereditaments first

schedule

more hereto

TOGETHER with the right in common with the landlord and others having the right to use for the purposes only of ingress and egress from the flat and roadways now constructed on the hereditaments described in the first schedule hereto EXCEPT and RESERVED to the Landlords and the person or persons for the time being occupying any other part or parts of the building the free interrupted use of water and other pipes electric and other wires flues and drains in through and under the flat and the right of the Landlord to enter the flat at all reasonable times for the purpose of inspecting altering adding to or repairing the same or the buildings or any part thereof TO HOLD the same unto the Tenant from the First day of June One Thousand Nine Hundred and Seventy Two for the term of three (3) years yielding and paying therefore during the term hereby granted the yearly rent of Two Thousand Two Hundred

and

Eighty

Kwacha

(K2,280)

free

of

all

deductions to be paid by equal monthly instalments in advance on the first day of each calendar month in every year the first of such payments having become due on the First day of June One Thousand Nine Hundred and Seventy-Two.

4.

THE LANDLORD hereby demises unto the TENANT ALL THOSE offices situated on the First Floor of the building erected upon Plot Number 636 Kabwe formerly occupied by

Sparrow

and

Sparrow

which

offices

are

more

particularly described on the Sketch Plan hereto annexed and thereon edged red TOGETHER with the use (in common with other persons entitled thereto) of the lavatories and conveniences on the First Floor of the said building TO HOLD unto the Tenant from the First day of October 1970 for the term of Three years PAYING THEREFORE to the Landlord free of all deductions in advance the monthly rent of K210 payable on the First day of each and every month. 5.

The Landlord lets and the Tenant takes ALL THAT the flat known as Flat Number ……………..(hereinafter called “the Flat”) situate on Subdivision

3 of Subdivision B of

Subdivision 2 of Subdivision A of Farm 396a Lusaka TOGETHER WITH the use in common with the Landlord and others authorised by it with or without vehicles to or re over such part of Subdivision 3 of Subdivision B of Subdivision 2 of Subdivision A of Farm No. 396a Lusaka as is not included in this agreement for the purpose of parking private motor cars or cycles or similar private vehicles EXCEPTING AND RESERVING to the Landlord and its other tenants and all persons authorised by the Landlord the free and uninterrupted use in common with the Tenant of all gas and water pipes electricity and other wires fuels and drains in through and under the Flat and the right to build upon or otherwise use the land ading or near to the Flat or to make additions to or alterations in any buildings or other erections thereon notwithstanding that such building additions or alterations may affect the light and air

coming to the Flat or other rights or privileges heretofore enjoyed by or in respect thereof TO HOLD the Flat UNTO the tenant for the term and at the rent stated in the Schedule hereto to be paid without and deductions in manner therein stated

RENEWAL OF LEASE

THIS LEASE is made the

day of

Nine Hundred and Seventy BETWEEN

One Thousand of

Lusaka

(hereinafter called “the Landlord”) which expression shall where the context so its include the person for the time being entitled to the reversion immediately expectant on the term hereby created of the one part and

a Company incorporated in Zambia

and having its ed office at Lusaka (hereinafter called “the Tenant” which expression shall where the context so its include its successors in title) of the other part. WHEREAS This Lease is supplemental to a Lease (hereinafter called “the Principal Lease”) dated the Four day of February One Thousand Nine Hundred and Seventy-Five and made between the Landlord of the one part and the Tenant of the other part whereby the premises comprised in the Principal Lease being part of the building situate upon Plot Number 2204 Lusaka were demised to the Tenant for a term of three years from the First day of June One Thousand Nine Hundred and Seventy Three at the rent and subject to the Lease’s covenants and conditions therein contained. AND WHEREAS The Tenant has requested the Landlord to grant a lease to it of the premises comprised in the Principal Lease for a further term of Three years from the First day of June One Thousand Nine

Hundred and Seventy-Six on the hereinafter expressed which the Landlord has agreed to do NOW THIS DEED WITNESSETH 1.

In pursuance of the premises the Landlord hereby demises unto

the

Tenant

ALL

AND

SINGULAR

the

premises

comprised in and demised by the Principal Lease with the same exceptions and reservations as are therein expressed TO HOLD the same unto the Tenant from the First day of June One Thousand Nine Hundred and Seventy-Six for the term of three years subject to the payment on the same days and in like manner of the yearly rent of the same amounts as that reserved by the Principal Lease (the first payment of rent under this demise to be made on the First day of June One Thousand Nine Hundred and Seventy-Six) and subject to and with the benefit of such and the like Tenants and Landlords covenants respectively and such and the like provisos and conditions in all respects (including the proviso for re-entry) as are contained in the principal lease 2.

The Landlord and the Tenant hereby mutually covenant that they will respectively perform and observe the covenants provisos and stipulations in the Lease expressed as fully as if the same covenants provisions and stipulations had been herein repeated in full with such modification only necessary to make them applicable to this demise.

IN WITNESS hereof the Landlord has hereunto set his hand and seal and the Tenant has hereunto caused its Common Seal to be affixed the day and year first before written SIGNED SEALED and DELIVERED by

)

the said

)

in the presence of:

)

THE COMMON SEAL OF

)

was hereunto affixed in the presence of:

)

DIRECTOR: SECRETARY:

DEED OF SURRENDER

THIS DEED OF SURRENDER is made the

day of One

Thousand Nine Hundred and Seventy BETWEEN

a

Company incorporated in the Republic of Zambia and having its ed office at Lusaka (hereinafter called “The First Tenant”) of the first part and

a

Company

incorporated

in

the

Republic of Zambia and having its ed office at Lusaka (hereinafter called “The Landlord”) of the third part WHEREAS the Landlord is entitled to the property described in the Schedule hereto for the residue of the term of years granted by a Sublease dated the Seventeenth day of September One Thousand Nine Hundred and Sixty-Nine from the City Council to the Landlord AND WHEREAS by an Indenture of Lease dated the Third day of May One Thousand Nine Hundred and Seventy-Nine made between the Landlord and First Tenant the Landlord demised unto the First Tenant the Second Floor of the Building erected on the property for a term of three years from the first day of July One Thousand Nine Hundred and Seventy-Eight (hereinafter called “The First Lease) AND WHEREAS by an Indenture of Lease dated the Third day of May One Thousand Nine Hundred and Seventy-Nine between the Landlord and the Second Tenant the Landlord demised unto the Second Tenant the Third Floor of the building erected on the property for a term of three years from First day of July One Thousand Nine Hundred and Seventy-Eight (hereinafter called “The Second Lease”).

AND WHEREAS the Landlord at the request of both the First and Second Tenants has agreed to accept a surrender of the First and Second Leases

WITNESSETH that in consideration of the sum of K1.00 each now paid by the First and Second Tenants respectively which sum the Landlord hereby acknowledges). Second

Tenants

as

beneficial

owners

(receipt of

The First and

HEREBY

respectively

SURRENDER and ASSIGN unto the Landlord ALL THOSE the properties described in the Schedule hereto TO THE INTENT that the thereby granted shall merge and be extinguished AND the Landlord HEREBY RELEASES the First and Second Tenants from all claims demands and liability in respect of the said First and Second Leases. IN WITNESS whereof the parties hereto have caused their Common Seals to be hereunto affixed the day and year first before written THE SCHEDULE hereinbefore referred to FIRSTLY (Describe premises let to First Tenant) AND SECONDLY (Describe premises let to Second Tenant) THE COMMON SEAL of

)

Was hereunto affixed in the presence of: ) DIRECTOR: SECRETARY:

THE COMMON SEAL of

)

Was hereunto affixed in the presence of: ) DIRECTOR: SECRETARY:

THE COMMON SEAL of

)

Was hereunto affixed in the presence of: ) DIRECTOR: SECRETARY:

DEED OF SURRENDER

THIS DEED OF SURRENDER is made the

day of

One Thousand Nine Hundred and Seventy BETWEEN a Company incorporated under the Companies Act and having its ed office at Lusaka in Central Province of the Republic of Zambia (hereinafter called “the Vendor”) of the one part AND THE PRESIDENT OF THE REPUBLIC OF ZAMBIA (hereinafter called “the Reversioner”) of the other part WHEREAS immediately prior to the commencement of the Land (Conversion Titles) Act 1975 (hereinafter called “the Act”) the Vendor was seized of the hereditaments described in the Schedule hereto for an estate in fee simple subject as hereinafter mentioned but otherwise free from encumbrances AND WHEREAS by virtue of Section 5 of the Act the Vendor’s legal estate in fee simple converted to as statutory Leasehold as defined in the Act for a term of One Hundred (100) from the First day of July

One

Thousand

Nine

Hundred

and

Seventy

Five

AND

WHEREAS the Vendor has agreed to sell the residue of the unexpired term of the Statutory Lease hereinafter recited AND WHEREAS the Vendor has agreed TO SURRENDER unto the Reversioner the unexpired residue of the said term. NOW THIS DEED WITNESSETH as follows: In consideration of the Vendor surrendering the Statutory Lease unto the Reversioner and in consideration of the Sum of Sixty Thousand Kwacha (K60,000) now paid by the Reversioner to the Vendor

(the

receipt

of

which

sum

the

Vendor

hereby

acknowledges). The Vendor hereby ASSIGNS AND SURRENDERS

unto the Reversioner the residue of the unexpired term of the Statutory Lease to the intent that the term of years granted by the Act shall merge and be extinguished unto the Reversioner immediately expectant thereon AND the Reversioner covenants with the Vendor that the Reversioner his hers and assigns will henceforth

at

all

times

hereafter

save

harmless

and keep

indemnified the Vendor its successors in title and assigns from and against all suits actions proceedings costs claims expenses and demand whatsoever on of any IN WITNESS whereof the Commissioner of Lands for and on behalf of the President has hereunto set his hand and seal and the Vendor has hereunto set its hand and seals the day and year first before written. The Schedule hereinbefore referred to: (Description of Property) SIGNED SEALED and DELIVERED ) by the Commissioner of Lands

)

For and on behalf of the President

)

In the presence of

)

WITNESS: Name: Address: Occupation: THE COMMON SEAL of

)

--------------------------------------

)

was hereunto affixed in the

)

presence of:

)

DIRECTOR: SECRETARY:

DEED OF POSTPONEMENT

THIS DEED is made the

day of

One Thousand Nine

Hundred and Seventy-Three BETWEEN Zambia Bank Limited a company incorporated in the Republic of Zambia and having its ed office at Lusaka (hereinafter called “the Second Mortgagee”) of first part and Zambia National Building Society ed under the Building Societies Act 1968 and having its chief office at Permanent House P O Box 420 Lusaka aforesaid (hereinafter called “the Society”) of the second part and Bo Rower Lusaka (hereinafter called “the Borrower”) of the other third part. WHEREAS 1.

By a Mortgage (hereinafter called “the First Mortgage”) dated 27th day of February, 1959 and made between the Borrower of the one part and First Permanent (1962) Building Society of the other part the property described in the Schedule hereto was demised to the First Permanent (1962) Building Society subject to the proviso for redemption therein contained on payment of the principal sum of Seventeen Thousand Kwacha (K17,000.00) with interest as thereon as therein mentioned.

2.

By a mortgage (hereinafter called “the second Mortgage”) dated the 6th day of November 1970 and made between the Borrower of the one part and Zambia Bank Limited of the other part the said property was demised to Zambia Bank Limited subject to the First Mortgage and subject to the proviso of redemption therein contained on payment of the principal sum of Ten Thousand Kwacha (K10,000.00) and all other moneys thereby secured.

3.

By a Deed of Transfer of Engagements dated the 14 th day of April 1971 and made between First Permanent (1962) Building Society of the one part and the Society of the other part all funds properties securities and assets of First Permanent (1962) Building Society were vested in the Society.

4.

By a Deed of further charge dated the

day of

1973

(hereinafter called “the Further Charge”) and made between the Borrower of the one part and the Society of the other part the said property was further charged to secure the payment of the sum of Thirteen Thousand Three Hundred Kwacha (K13,300). 5.

Prior to the execution of the Further Charge the parties hereto agreed to execute this Deed to secure the priority of the Further Charge to the second mortgage.

NOW THIS DEED WITNESSETH as follows:1.

The Second Mortgage hereby agrees that the Second Mortgage shall be postponed to the Further Charge and that the Further Charge shall have the same rights of priority thereto as the First Mortgage has.

2.

The parties hereto agree that nothing herein contained shall as between the Borrower and the Second Mortgage under the Second Mortgage which shall remain in full force subject only to the First Mortgage and the Further Charge and shall be deemed to relate only to moneys secured by the First Mortgage and Further Charge and shall not in respect of any further moneys advanced by the Society be deemed to confer on the Society any like right of priority over the Second Mortgage.

IN WITNESS whereof the Common Seals of the Second Mortgage and the Society have been hereunto affixed and the Borrower has

hereunto set his hand and seal the day and year first before written. THE COMMON SEAL of

)

Zambia Bank Limited was hereunto affixed In the presence of

)

DIRECTOR: SECRETARY: THE COMMON SEAL of

)

Zambia National Building Society

)

Was hereunto affixed in the

)

Presence of OF THE SEALING COMMITTEE SIGNED SEALED and DELIVERED by

)

the Borrower in the presence of

)

Witness: Name: Address: Occupation:

)

DEED OF RELEASE AND DISCHARGE

THIS AGREEMENT is made the

day of

One Thousand

Nine Hundred and Seventy BETWEEN

a

body

corporated ed under the Companies Act Cap. 388 and having its ed office at Lusaka (hereinafter called “the Guarantor”) of the first part and Zambia National Building Society incorporated in Zambia and having its ed office at Permanent House Lusaka (hereinafter called “the Society”) of the Second part and

a Company incorporated in Zambia and

having its ed office at Lusaka (hereinafter called the contractor) of the third part. WHEREAS 1.

This agreement is supplemental to a Deed of Guarantee (hereinafter called the Principal Agreement) dated the 9 th day of October One Thousand Nine Hundred and Seventy Five and made between the Guarantor of the one part and the Society of the other part.

2.

The said Guarantor desires to be released and discharged from the further performance of the Principal Agreement and the Society has agreed to release and discharge the Guarantor

upon

the



that

the

Contractor

shall

undertake to perform the Principal Agreement and to be bound by the thereof. NOW IT IS HEREBY AGREED as follows: 1.

The Contractor undertakes to perform the Principal Agreement (so far as it is not performed) as from the date thereof and to be bound by the thereof in all respect

as if the said Contractor had been a part to the Principal Agreement in place of the Guarantor. 2.

The Society hereby agrees to release and discharge the Guarantor

from

the

performance

of

the

Principal

Agreement and all claims and demands whatsoever in respect

thereof

and

to

accept

the

liability

of

the

Contractor to perform the Principal Agreement in lieu of the Liability of the Guarantor and Agrees to be bound by the of the Principal Agreement in every way as if the

Contractor

had

been

named

in

the

Principal

Agreement as a party thereto in place of the Guarantor. IN

WITNESS

whereof

the

Guarantor,

the

Society

and

the

Contractor have caused the Common Seals to be hereunto affixed the day year first before written. THE COMMON SEAL of

)

was hereunto affixed

)

in the presence of:

)

DIRECTOR: SECRETARY:

THE COMMON SEAL of

)

ZAMBIA NATIONAL BUILDING SOCIETY

)

was hereunto affixed

)

in the presence of:

)

AND THE SEALING COMMITTEE

THE COMMON SEAL of

)

was hereunto affixed

)

in the presence of:

)

DIRECTOR: SECRETARY:

DEED OF VARIATION

THIS DEED is made the

day of

One Thousand

Nine Hundred and Seventy BETWEEN THE PRESIDENT OF ZAMBIA (hereinafter called the “President” which expression where the context so its includes his heirs and successors) of the one part and

and

both

of

Lusaka

(hereinafter called “the Lessees which expression where the context so its incudes the Lessees successors in title) of the other part.

WHEREAS these presents are supplemental to a Lease dated the Eighth day of June One Thousand Nine Hundred and Fifty Four and made between Her Majesty of the one Part and the Lessees of the other part whereby ALL THAT piece of land in extent 0.340 of an acre more or less being plot number 1696 situate in Lusaka in the Central

Province which

piece of land is

more particularly

delineated and described on Diagram No. 447 of 1953 attached to the said Lease was demised unto the Lessees for the term of ninety nine years from the first day of October One Thousand Nine Hundred and Fifty-Two.

AND WHEREAS by clause 2(12) of the said lease the Lessees covenanted not to utilise or permit to be utilised any building or part thereof to be erected on the said piece of land or any part thereof for the prosecution of any business other than painters or sign writers.

AND WHEREAS it has been agreed by the President that clause 2(12) and Clause 6 of the said Lease should be varied as hereinafter provided. NOW THIS DEED WITNESSETH and it is hereby agreed as follows: 1.

That with effect from the date hereof the said Lease be varied by the substitution for clause 2(12) of the following new clause. “Not to use or permit to be used the premises for any purpose other than those that may be permitted from time to time under the development plan for the City of Lusaka approved under the Town and Country Planning Act or any Regulation made thereunder”.

2.

Save as aforesaid the said Lease is hereby confirmed and shall henceforth take effect as if the variation thereof hereinbefore contained had originally been contained in the Lease.

IN WITNESS whereof The Commissioner of Lands for and on behalf of the President has hereunto set his hand and seal the day and year first before written.

SIGNED SEALED and DELIVERED ) by

)

in the presence of for and

)

on behalf of the President

)

WITNESS Name: Address: Occupation:

DEED OF RELEASE

THIS RELEASE is made the

day of

Nine Hundred and Ninety BETWEEN

One Thousand of

Lusaka

in

the

Republic of Zambia (hereinafter called “the Grantor”) of the one part and

also of Lusaka aforesaid (hereinafter called “the

Donee”) of the other part.

WHEREAS 1.

By an Indenture of Lease (hereinafter called “the Lease”) dated the 1st day of May One Thousand Nine Hundred and Ninety and made between the President of the Republic of Zambia of the one part and the Grantor and the Donee of the other part ALL that property described in the Schedule hereto was demised to the Grantor and the Donee as t tenants for the term of 99 years from the 1 st day of April One Thousand Nine Hundred and Ninety SUBJECT to the payment of the yearly rent of K100-00 and the performance and observance of the covenants on the part of the Lessees and the conditions by and in the Leases reserved and contained.

2.

The Donee is the wife of the Grantor.

3.

The Grantor is desirous of releasing his estate and interest in the said property described in the Schedule hereto to the Donee.

NOW THIS INDENTURE WITNESSETH 1.

In consideration of his natural love and affection of the Donee the Grantor HEREBY RELEASES and ASSIGNS unto the Donee ALL THAT the estate and interest of the Grantor in property described in the Schedule TOGETHER WITH all buildings erected thereon TO HOLD the same unto the Donee for all the residue of the said term of years created by the Lease and subject henceforth to the payment of the said rent and to the observance and performance of the covenants on the Lessee’s part and conditions contained in the Lease.

2.

The Donee hereby covenants with the Grantor that the Donee and her assigns will at all times henceforth duly pay all such rent becoming due and observe and perform the said covenants and conditions on the part of the lessee to be observed and performed and also will at all times henceforth save harmless and keep indemnified the Grantor from and against all proceedings costs claims and expenses on

of any omission to pay the said rent or any breach of the said covenants and conditions.

IN WITNESS whereof the Grantor and Donee have set their hands and Seals the day and year first before written.

THE SCHEDULE hereinbefore referred to ALL THAT piece of land in extent more or less being situate in the Lusaka Province of Zambia which piece of land is more particularly delineated and described on Diagrams No---- of 19 annexed to the Certificate of Title relating to the said land EXCEPT and RESERVED all minerals oils and precious stones whatsoever upon or under the said land.

SIGNED SEALED AND DELIVERED by

)

)

In the presence of

)

WITNESS Name: Address: Occupation:

SIGNED SEALED AND DELIVERED by In the presence of WITNESS

)

) )

Name: Address: Occupation:

DEED OF RETIFICATION

A DEED made the

Day of

Hundred and Seventy

BETWEEN

One Thousand Nine of Lusaka in

the Republic of Zambia (hereafter called the Borrower for the one part and Zambia National Building Society ed under the Building Socieites Act 1968 and having its Chief Office at Permanent House P O Box 420 Lusaka (hereinafter called “the Society”) of the other part WHEREAS this Deed is supplemental to a Deed (hereinafter called “the Mortgage”) dated the Eleventh day of January One Thousand Nine Hundred and Seventy Seven and made between the same persons as are parties to this Deed and in the order. AND WHEREAS the parties hereto have agreed that the Mortgage does not accurately describe the property mortgaged and are desirous of rectifying the mortgage in manner herein appearing. NOW THIS DEED WITNESSETH as follows:1.

The description of the mortgage property is to read ALL THAT piece of land in extent three hundred and eight-seven (387) square metres more less being Stand Number 7570 (a subdivision of Stand number 7443) in the City of Lusaka which piece of land is more particularly delineated and described on Diagram number 469 of 1974 annexed to Certificate of Title EXCEPT AND RESERVED all minerals oils and precious stones whatsoever upon or under the said land SUBJECT to all statutory restrictions imposed or to be imposed thereof INSTEAD of all that piece of land in extent Three Hundred and Eight Seven (387) square metres

more or less being Stand Number 7507 in the City of Lusaka which piece of land is more particularly delineated and described on diagram number 469 of 1974 annexed to the Certificate of Title issued in respect of the piece of land except and deserved all minerals and oils and precious stones whatsoever upon or under the said land SUBJECT to all statutory restriction imposed or to be imposed in respect thereof. 2.

As varied as aforesaid the Mortgage and other clauses thereof shall continue to have effect and binding to the respective parties hereto.

IN WITNESS whereof the Borrower has hereunto set his hand and seal and the Society has hereunto caused its Common Seal to be affixed the day and year before written. SIGNED SEALED and DELIVERED ) By the said in the presence of

)

WITNESS: Name: Address: Occupation: THE COMMON SEAL of Zambia

)

National Building Society was

)

Hereunto affixed in the presence of

) OF THE SEALING COMMITTEE

THE LANDS AND DEEDS REGISTRY ACT SECTION 43 APPLICATION FOR A SEPARATE CERTIFICATE OF TITLE

TO:

THE REGISTRAR OF DEEDS LUSAKA

WE, HEREBY apply for a separate Certificate of Title in favour of who is tenant or lessee in respect of ALL THAT piece of land in extent 4112 square metres more or less being subdivision A of subdivision 20 of Farm 411a, Roma situate near Lusaka in the Lusaka Province of Zambia which piece of land is particularly delineated and described on Diagram No. 1278 of 1974 for the residue now unexpired of the term of 100 years from 1 st day of July 1975 created by the Land (Conversion of Title) Act 1975. The said piece of land is SUBJECT to the exceptions reservations restrictive covenants and conditions contained or referred to in and Indenture of Conveyance dated the Nineth day of June One Thousand Nine Hundred and Fifty and made between Elisabetta Bettin Marrapodi of the one part and John Tembo of the other part so far as the same are still subsisting and affect the said land AND SUBJECT

also

to

the

restrictive

covenants

and

conditions

contained in and Indenture of Conveyance dated the Twenty-Fourth day of February One Thousand Nine Hundred and Fifty-six made between Willem Steimberg Pretorious Erlank of the one part and Gerald William Devonish Beaman of the other part AND SUBJECT ALSO to the Mortgage to First Permanent (1962) Building Society to secure K2,925 and interest and dated the Third day of September One Thousand Nine Hundred and Sixty Five AND

SUBJECT ALSO to further Charge to Zambia National Building Society to secure K4,875 and interest dated the Eighth day of July One Thousand Nine Hundred and Seventy-one.

WE DECLARE that to the best of our knowledge information and belief the above statement is true. WE SEND herewith the Certificate of Title No. 13181 and Diagram No. 1278 of 1974 in duplicate. Dated at Lusaka this

day of

1975.

ED VOCATE AND PARTNERS JUSTICE CHAMBERS LUSAKA

NOTICE TO COMPLETE

WE,

as Advocates for and on behalf of SKIN

MABONZO LIMITED of Chester House, Cairo Road, Lusaka in the Republic of Zambia hereby give you notice as follows:1.

The said SKIN MABONZO LIMITED are willing and ready to complete the sale by them to you of the property known as Plot Number 6543 situate at Lusaka in the Lusaka Province of Zambia contracted to be purchased by you by an Agreement dated the 1st day of April 1976 and made between the said SKIN MABONZO LIMITED of the one part and yourself of the other part in accordance with the of the said Agreement.

2.

If you fail to comply with this notice within fourteen (14) days of the date hereof the said SKIN MABONZO LIMITED will either rescind the contract or seek specific performance in accordance with the provisions of the said agreement and will claim from you any loss occasioned by your failure to complete and all losses damages and expenses incurred by them by reason of your delay or default in performing the said Agreement.

DATED at LUSAKA the

day of

1977. ED VOCATE AND PARTNERS

WOODGATE HOUSE EXT. NAIROBI PLACE LUSAKA P O BOX 552 NDOLA ASSENT

I, JANE NJOVU of Itawa, Ndola the personal representative of JACK MKANGO late of Itawa Ndola who died on the 21 st day of February, One Thousand Nine Hundred and Eighty Two intestate and letter of istration to his estate were granted to me on the 6 th day of February, One Thousand Nine Hundred and Ninety Two out of the Probate Registry of the High Court for Zambia. Do this

Day of

1992 hereby: 1.

As personal representative assent to the vesting in JOHN MKANGO of Itawa Ndola of ALL THAT piece of land in extent Twenty Two Thousand Square fee more or less being Stand Number 3728 Ndola situate at Itawa in the City of Ndola in the Copperbelt Province of Zambia which piece of land is more particularly delineated and described on Diagram Number

449

of

1986

hereto

annexed

EXCEPT

and

RESERVED all minerals oils and precious stones whatsoever upon or under the said land for all the estate and interest of the said JACK MKANGO at the time of his death.

2.

Declare that I have not previously hereto given or made any assent or assignment in respect of any legal estate in the premises or any part thereof

IN WITNESS whereof I have hereunto set my hand and seal the day and year first before written. SIGNED SEALED and DELIVERED ) by the said JANE NJOVU

)

in the presence of:

)

WITNESS: Name: Address: Occupation: