EXHIBIT 10.24
THIS LEASE made the day of 2001
BETWEEN
CANADA LIFE ASSURANCE (IRELAND) LIMITED having its registered office at Canada
Life House, Temple Road, Blackrock in the County of Dublin (hereinafter called
the "Lessor" which expression shall include its successors and assigns) of the
One Part
AND
BEI ELECTRONICS IRELAND LIMITED having its registered office at 0 Xxxxxx Xxxxx,
Xx. Xxxxxxx'x Xxxxx, Xxxxxx 0 (hereinafter called "the Lessee" which expression
shall un1ess otherwise stated include its successors and permitted assigns) of
the Other Part.
A. DEFINITIONS
In this Lease and the Schedules hereto (save where the context
otherwise requires or implies) the following words and expressions
shall have the following meanings:-
"THE SUPERIOR LESSOR." means Industrial Development Agency (Ireland),
having its principal office at Wilton Park House, Wilton Place in the
City of Dublin and shall include its successors and assigns;
"THE SUPERIOR LEASE" means Indenture of Lease dated the ___ November
2000 and made between the Superior Lessor of the one part and the
Lessor of the other part.
"THE INDUSTRIAL ESTATE " means the lands and premises of Industrial
Development Agency (Ireland) situate at Snugborough, Blanchardstown in
the County of Dublin and known as Xxxxxxxxxxxxxx Xxxxxxxx Xxxx,
Xxxxxxxxxxxxxx, Xxxxxx 00.
B. INTERPRETATION
1. The several Schedules hereto shall be deemed to be
incorporated in and to form part of these presents and the
provisions thereof shall apply and operate a though the same
were set forth ad longum herein.
2. Any reference in this Indenture to any Act shall be deemed to
include any amendment, modification or re-enactment thereof
for the time being in force
3. Any covenants in this Indenture by the Lessor or the Lessee
not to do any act or thing shall extend to his not suffering
or permitting the doing of that act or thing.
4. Any reference in this Indenture to the doing or permitting of
any act or thing by the Lessor or the Lessee shall be deemed
to include the doing or permitting of that act or thing by
the agents, workmen, servants or other employees or duly
authorized agents of the lessee.
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5. The masculine gender includes the feminine and the neuter
genders and words in the singular shall include the plural.
6. The Clause headings shall not in any way affect the
interpretation of this Lease.
7. Any reference in this lease to "IR(pound)" pounds or money
shall mean Irish Pounds or any other currency or unit of
currency that may replace the Irish Pound.
WITNESSETH as follows:-
1. DEMISE
In consideration of the rents (including any increases thereof as may
arise as hereinafter provided), covenants and conditions hereinafter
reserved and contained and on the part of the Lessee to be paid, observed
and performed the Lessor HEREBY DEMISES unto the Lessee ALL THAT AND
THOSE the premises more particularly described in the Schedule hereto
TOGETHER WITH: -
1.1 the factory and other buildings erected thereon and the Lessor's
fixtures, fittings and equipment therein or thereon hereto (all of
which said land, buildings, fixtures, fittings and equipment are
hereinafter collectively called "the demised premises") and;
1.2 full and free right in common with the Lessor and all other
persons who no have or shall hereafter have the like right at all
reasonable times to go pass and xxxxxx over the roads and
entranceways constructed or to be constructed within a period of
twenty-one years from the date hereof on the adjoining premises
coloured yellow hatched yellow and crosshatched yellow on the Plan
annexed hereto for the purpose of access to and egress from the
demised premises;
EXCEPTING AND RESERVING unto the Lessor:-
(a) the free and uninterrupted passage and running of water,
soil and effluent drainage, gas, water, oil and
electricity, steam, telephone or any other service or
supply to and from the other buildings and lands the
property of the Lessor and its tenants adjoining or near to
the. demised premises through the sewers, drains,
watercourses, conduits, pipes, wire and cables which now
are or may hereafter within the period of this Lease during
the term hereby granted be in or over, under or upon the
demised premises;
(b) at any time hereafter and from time to time full right and
liberty to execute works, services and erections and
buildings upon or to alter or rebuild any of the erections,
services and buildings erected on its
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adjoining and neighbouring lands and to use the same as it
may think fit provided that the Tenant's use and occupation
of the demised premises is not materially affected;
(c) the full and free right and liberty to the Lessor, its
servants and agents to enter after at least three working
days notice (except in the case emergency) upon the demised
premises at all reasonable times for the purpose of
connecting, laying, inspecting, repairing, cleaning,
maintaining, altering, replacing or renewing any sewer,
drain, main, pipe, wire, cable, watercourse, channel,
conduit or subway including the provision of a Water meter
and to erect, construct or lay in, over, under or across
the demised premises not built upon any sewers, drains,
main, pipes, wires, cables, poles, structures, fixtures or
other works for the drainage of or for the supply of water,
gas, electricity, oil, telephone, telex, heating, steam,
radio and television signals and other services to other
premises of the Lessor causing as little inconvenience as
possible to the Lessee and the Lessor making good any
damage as soon as practicably possible to the demised
premises hereby occasioned including a Wayleave in favour
of Bord Gais Eireann over that part of the demised premises
shown coloured green on the map annexed hereto;
(d) all rights, easements and privileges now belonging to or
enjoyed by any adjoining property;
All mines, minerals, quarries and royalties whatsoever in or under
the demised premises during the term of the demise are excepted
and reserved out of the demise.
TO HOLD the same unto the Lessor for the term of twenty years from
the 1st day of December 2000 subject to the covenants, terms and
conditions hereinafter contained YIELDING AND PAYING therefor and
thereout during each of the first five years of the said term the
yearly rent of IR(pound)398,125 (Three hundred and ninety eight
thousand one hundred and twenty five pounds) and thereafter during
each of the successive periods of five years of which the first
shall begin, on the 1st day of December 2005 a rent equal to (a)
the rent payable hereunder during the preceding period or (b) such
revised rent as may from time to time be ascertained in accordance
with the provisions in that behalf contained in Clause 3 hereof
(whichever shall be the greater) such rent to be paid by way of
standing order without any deduction in advance on the 1st day of
September, 1st day of December, 1st day of March and 1st day of
June in every year the first payment to be made on the execution
hereof and to be in respect of the period from the 1st day of
December 2000 to the 28th day of February 2001 AND ALSO YIELDING
AND PAYING on demand to the Lessor yearly and so in proportion for
every part of a year by way of further or additional rent the sum
or sums payable by the Lessee to the Lessor pursuant to the
Lessee's covenant 2.2.2 hereof AND ALSO YIELDING AND PAYING on
demand to
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The lessor yearly and so in proportion for every part of a year by
way of further or additional rent the sum or sums payable by the
Lessee to the Lessor pursuant to the Lessee's covenant 2.11
hereof.
2. LESSEE'S COVENANTS
PAY RENT
2.1 to pay the said yearly rents at the times and in the manner
aforesaid clear of al deductions and by way of standing banker's
order if required.
PAY OUTGOINGS
2.2 (a) to bear, pay and discharge all rates, taxes, assessments,
duties, charges outgoings and impositions whatsoever which
now are or during the salt term shall be charged, assessed
or imposed upon the demised premises or any part thereof
or upon the owner or occupier in respect thereof;
(b) to pay to the Lessor annually a sum or sums of money equal
to the amount which the Lessor may expend or require to
expend in effecting or procuring and maintaining or
procuring the maintenance of insurance of the demised
premises against the insured risks as defined in Claus 4
hereof to their full reinstatement cost and three years
loss of rent xxx sum or sums to be paid without any
deduction in every year upon the Lessor's demand the first
payment (or a proportionate part thereof) t be made on the
execution hereof.
(c) To pay to the Lessor on demand a sum equal to one half of
the cost incurred during the term hereby granted by the
owners and occupiers or that part of the lands shown
crosshatched yellow on the Plan annexed hereto in
repairing, maintaining and renewing the said lands
PROVIDED ALWAYS that any dispute between the parties
hereto in relation to the Lessee's contribution hereunder
shall on the application of either party be determined by
a Chartered Surveyor who shall by appointed and shall act
in accordance with the manner specified in Clause 3
hereof.
PAY INTEREST
2.3 (a) If the Lessee shall fail to pay the rent hereinbefore
reserved or any other sum reserved or made payable
hereunder within 14 days of the day and in the manner
herein prescribed for the payment of same every such
unpaid rent or sum shall bear interest at the rate of 3%
per annum above the rate from time to time charged by the
Associated Banks in the Republic of Ireland at the A.A.A.
rate on overdrafts from the date on
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which the rent or other sum became due until the actual
date of payment or if there shall be no such rate the
aforesaid rent or sum shall bear interest at the rate of
12% per annum,
(b) The Lessee shall pay to the Lessor on demand all legal and
other costs charges and expenses from time to time
incurred by the Lessor in connection With the Lessee's
obligations under this Lease or the enforcement of or
discharge by the Lessee of its obligations hereunder.
COMPLY ENACTMENTS
2.4 At all times during the said term to observe and comply in all
respects with the provisions and requirements of any and every
enactment for the time being force or any orders or regulations
thereunder for the time being in force and do and execute or cause
to be done and executed all such works as under or virtue of any
such enactment or any orders or regulations thereunder for the
time being in force are or shall be properly directed or necessary
to be done or executed upon or in respect of the demised premises
or any part thereof whether by the owner, landlord, lessee, tenant
or occupier and at all times to keep the Lessor indemnified
against all claims, demands and liability in respect thereof, and
without derogating from the generality of the foregoing to comply
with the requirements of any local or other statutory authority
and the order or orders. of any Court jurisdiction and immediately
after the receipt of any notice requiring works to be carried out
by the local or Statutory Authority or by order of any Court of
competent jurisdiction, the Lessee shall send a copy thereof to
the Lessor;
COMPLY WITH FIRE REGULATIONS
2.5 At all times during the said term to comply with all the
recommendations or requirements of the appropriate authority in
relation to fire precautions whether notified or directed to the
Lessor or the Lessee and to indemnify the Lessor against any
reasonable costs or expenses in complying with any such
requirement or recommendation and not to obstruct the access to or
means of working any fire precaution or safety apparatus or
appliance for the time being installed in the demised premises;
PAINT EXTERIOR
2.6 to prime and prepare for painting and to paint with at least two
coats of good oil paint or such other paint as may be first
approved both as to quality and color by the Lessor in a proper
and workmanlike manner in every third year and in the last year of
the said term (whether determined by effluxion of time or
otherwise) all the gates, fences and outside wood, stucco and
ironwork and other outside parts of the demised premises
heretofore usually painted and any additions thereto proper to be
painted and so often as may be necessary but not
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less often than every third year and in the last year of the said
term as aforesaid in a workmanlike manner to creosote, distemper,
colour, whitewash & otherwise treat all other outside parts of the
demised premises as have usually heretofore been so treated all
such work as aforesaid to be done to the approval, of the Lessor;
PAINT INTERIOR
2.7 to prime and prepare for painting and to paint with two coats at
least of good quality paint to be first approved by the Lessor in
a workmanlike manner every fourth year and in the last year of the
said term (whether determined by effluxion of time or otherwise)
all inside wood and iron work and other inside parts of the
demised premises heretofore usually painted and any additions
thereto proper to be so painted and so often as may be necessary
but not less often than every fourth year and in the last year of
the said term as aforesaid in! a workmanlike manner to distemper,
colour, whitewash or otherwise treat such' other inside parts of
the demised premises as have usually heretofore been so treated
and on the occasion of each repainting to grain, varnish, restore
and make good all such work as aforesaid to be done to the
approval of the Lessor;
TO MAINTAIN OPEN AREAS
2.8 to keep such part of the land forming part of the demised premises
as is from time to time undeveloped and the grass, gardens and any
tress, shrubs AND xxxxxx in proper and neat order and condition
and any ditches, streams, culverts and watercourses properly
cleared and cleaned and the banks thereof in proper repair and
condition and in particular not to deposit or permit to bb
deposited any rubbish or refuse nor without the consent in writing
of the Lessor (and then only on such parts of the lands and
subject to such conditions as the Lessor may stipulate or impose)
to store, stack or lay out any material used for. the purpose of
manufacture or otherwise on any part of the said land;
TO REPAIR
2.9 at all times during the said term TO put into good and substantial
repair and working order and condition and to repair and keep (and
in the case of fixtures, heating installations, fittings and
equipment to replace or renew as may from time to time be
necessary) the exterior and interior of the demised premises and
all additions thereto constructed or placed thereon and the
Lessor's fixtures,. fittings and equipment therein and pipes,
drains, wires, cables, meters, channels, sewers, sanitary and
water apparatus, glass, pavings, walls, fences and railings vaults
and appurtenances in good and substantial repair and working order
and condition and maintained, paved, cleansed and amended in every
respect (damage by any of the insured risks excepted PROVIDED THAT
the policy or policies of insurance shall not have been vitiated
or payment of the policy monies withheld or refused in whole or in
part by reason of any act,
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neglect or default of the Lessee or the servants, agents,
licensees, or invitees of the Lessee);
TO COMPLY WITH FACTORIES ACT
2.10 Without prejudice to the generality of Clause 2.4 hereof, in all
respects to comply with all the provisions of the Factories Act,
Local Government (Planning and Development) Acts, the Building
Control Act and the Public Health Acts and of all regulations
thereunder and with any other obligations imposed by law in regard
to the demised premises and carrying on of the trade. or business
for the time being carried on upon the demised premises and to
indemnify the Lessor against all liability in respect of any
contraventions by the Lessee of any such requirements;
TO PAY SERVICE CHARGE
2.11 To pay to the Lessor annually a sum or sums of money equal to the
amount which the Lessor shall pay to the Superior Lessor pursuant
to Clause 1(4) of the Superior Lease in relation to the costs and
expenses incurred by the Superior Lessor of all necessary
maintenance, repair and upkeep (including operating security and
insurance costs where applicable) of the common areas, common
drainage and water services and public lighting in the Industrial
Estate upon which the demised premises are situated.
TO PERMIT INSPECTION
2.12 to permit the Lessor or its duly authorised agents and all proper
parties at all reasonable times to enter the demised premises and
examine the state of repair and condition thereof (and in
particular for all necessary purposes of providing, inspecting,
maintaining and repairing the drains, sewers and water mama,
electricity, gas, telephone and similar services) and to check and
take inventories of the Lessors fixtures, fittings and equipment
therein and to repair and make good all defects, decays and wants
of repair thereto of which notice in writing shall be given by the
Lessor to the Lessee and for which the Lessee may be liable
hereunder within three calender months after the giving of such
notice PROVIDED that in case of default by the Lessee the Lessor
may make good such defects, decays and wants of repair and the
cost of same shall be repayable by the Lessee to the Lessor on
demand;
TO PERMIT ENTRY
2.13 to permit the Lessor and all persons authorised by it and its
respective surveyors, agents and workmen upon prior reasonable
notice at all reasonable and convenient times in the daytime or at
any time in the case of emergency to enter on the demised premises
or any part thereof for the purpose of repairing
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building on any adjoining premises as occasion shall require and
for the purpose of making, repairing, maintaining, cleansing,
lighting and keeping in order and good condition all ways, roads,
sewers, drains, pipes, gutters, watercourses, ditches, culverts,
fences, xxxxxx or other conveniences which, shall belong to or be
used for the demised premises in common with other premises and
also for the purpose of laying down, maintaining, repairing and
testing drainage, gas and water pipes and electric wires or cables
or for other similar purposes the Lessor or such persons aforesaid
making good any damage, occasioned thereby to the demised
premises;
NOT TO MAKE ALTERATIONS
2.14 (a) not to make any alterations or additions to the demised
premises or erect any new buildings thereon without the
prior written consent of the Lessor and the approval of
the Lessor to the plans and specifications such consent
and approval not to be unreasonably withheld or delayed
thereof and if such consent and approval is given to make
such alterations or additions in conformity with such
plans and specifications and to the approval of the Lessor
and upon such terms as the Lessor (acting reasonably) may
consider appropriate;
(b) if the premises are altered (whether pursuant to a consent
given under Clause 2.14(a) hereof or otherwise) the Lessee
will, if so required by the Lessor, on the termination of
this Lease forthwith restore the, demised premises at the
Lessee's own expense to their original condition at the
date of this Lease and will make good all damage and want
repair and decoration caused by the original alteration or
restoration work;
PERMITTED USER
2.15 not to use the demised premises other than for the purpose of
manufacturing light industrial or research and development and
ancillary purposes or as centre for internationally traded
services and not to use the demised premises or suffer or permit
the same to be used for any other purpose whatsoever except with
the previous written consent of the Lessor;
NOT TO CAUSE A NUISANCE
2.16 not to do or permit to be done upon or in connection with the
demised premises or any part thereof any act, matter or thing
whatsoever which may be or grow to be a nuisance or cause damage
to any neighbouring, adjoining or adjacent property or the owners
or occupiers thereof and to pay to the Lessor all reasonable and
proper costs, charges and expenses which may be incurred by the
Lessor in abating a nuisance in respect of the demised premises
and to execute all such works as may be necessary for abating such
a nuisance in
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obedience of a notice lawfully served by a local or public
authority or pursuant to any Court Order;
NOT TO EXHIBIT SIGNS
2.17 not to exhibit on any part of the undeveloped or unbuilt upon
lands comprised in demised premises or on the outer walls or roofs
of any building or structure thereon any signboard, placard,
lettering or lighting of any kind except such as may previously
have been approved by the Lessor in writing and in default or on
the Lessor taking objection the Lessor may enter and remove the
same at the lessee's cost PROVIDED however that the Lessee shall
be entitled to erect a sign displaying the name of the Lessee in
such position and of such for4 colour and design as may be first
approved by the Lessor such approval not to be unreasonably
withheld;
CONSUME SMOKE
2.18 to ensure that every furnace employed in the working of engines by
steam other motive power and every other furnace employed in any
building or erection on the demised premises is constructed so as
substantially to consume or burn the smoke arising therefrom and
not to use or suffer to be used negligently any such furnace so
that the smoke arising therefrom is not substantially consumed or
burnt and not to cause or permit any grit or noxious or offensive
effluvia to be emitted from any engine, statutory furnace, chimney
or other apparatus on the demised premises without using the best
practicable means for preventing or counteracting such emission
and in all provisions of all relevant statutes and aspects to
comply with the regulations and with the requirements of any
notice of the local or other competent authority served
thereunder;
NOT TO DAMAGE DRAINS
2.19 to take such measures as may be necessary to ensure that any
effluent discharged into the drains or sewers which belong to or
are used for the demised premises in common with other premises
will not be corrosive or in any way harmful to the said is drains
or sewers or cause any obstruction or deposit therein;
NOT TO POLLUTE WATERCOUIRSES
2.20 not to discharge or allow to be discharged any solid matter from
the demised premises into the drains or sewers as aforesaid nor to
discharge or allow to be discharged therein any fluid of a
poisonous or noxious nature or of a kind calculated to or that
does in fact destroy, sicken or injure the fish or contaminate or
pollute the water of any stream or river and not to do or omit
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or allow or suffer to be done or omitted any act or thing whereby
any land or the waters of any stream or river may be polluted or
the composition thereof so, changed as to render the Lessor liable
to any action or proceedings by any person whomsoever;
NOT TO OVERLOAD
2.21 not to do or permit or bring in or upon the demised premises
anything the use of which would cause damage by vibration or
otherwise to the demised premises or any adjoining premises or
which might throw on the demised premises or any adjoining
premises any weight or strain in excess of that which such
premises are capable of bearing with due margin for safety and
particular not to overload the floors, the joists or the
electrical installations or the other services of, in or to the
demised premises nor to suspend anfr1 excessive weight from the
ceilings or walls, stanchions, joists or the structures thereof.
The Lessee shall seek professional advice at the Lessee's own
expense to ensure that there shall not be any infringement of this
covenant;
NOT TO ASSIGN
2.22 (a) not to assign, underlet, create any charge or mortgage
(whether legal or equitable charge or mortgage) over the
entirety of the demised premises or grant any Licence in
respect of the demised premises nor part with or share the
possession thereof without the consent of the Lessor such
consent not to be unreasonably withheld PROVIDED ALWAYS
that the Lessor shall be deemed to be acting reasonably
should it refuse to consent to the assignment or under
lease of the demised premises to any assignee or
under-lessee which shall not have given the Lessor
satisfactory proof that it can meet the obligations to pay
the rent reserved by this Lease or any reviewed rent, or
reserved by the Under Lease as the case may be and in the
case of an assignment of the Lessee's interest hereunder
shall not be able to procure execution by a surety of a
guarantee in the form of the Guarantee annexed hereto by a
surety which shall have given the Lessor satisfactory
proof of its ability to meet the obligations contained in
the said Guarantee;
(b) not to assign, sublet, part with or share possession of or
otherwise alienate part only of the demised premises;
NOTICE OF ASSIGNMENT
2.23 Within fourteen days of every assignment, assent, transfer,
under-lease, assignment of under-lease or mortgage of or relating
to the demised premises to give notice thereof in writing with
particulars thereof to the Lessor's Solicitor and produce to him
such instrument or other evidence of devolution and to pay the
Lessor's Solicitors any reasonable and proper costs incurred by
the Lessor relating thereto;
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NOT INVALIDATE INSURANCE
2.24 not to do or permit or suffer to be done anything whereby the
policy or policies of insurance on the demised premises or any
adjoining or neighbouring premises against damage by fire or other
perils may become void or voidable or whereby the rates of premium
thereon may be increased and to repay to the Lessor all sums paid
or payable by way of increased premiums and all expenses incurred
by it in or about the renewal of such policy or policies rendered
necessary by a breach of this covenant and all such payments shall
be made immediately on demand;
NOT TO STORE DANGEROUS SUBSTANCES
2.25 without prejudice to any other clause herein, not to keep or allow
to be kept on the demised premises any substance or material of a
combustible or offensive nature the keeping whereof may require a
licence of any Local or Public Authority unless the Lessee obtains
such a licence and complies with the terms and conditions thereof.
The Lessee shall inform the Lessor in writing of any application
for and of the issuing of such a licence;
PAY CONVEYANCING ACT CHARGES
2.26 to pay all reasonable and proper costs and charges and expenses
(including solicitor's costs and surveyor's fees) incurred by
the lessor for the purpose or incidental to the preparation and
service of any notice under Section 14 of the Conveyancing Act
1881 (or any statutory modification or reenactment thereof)
requiring the lessee to remedy a breach of any of the covenants
hereinbefore contained notwithstanding forfeiture for such breach
may. be avoided otherwise than by relief granted by the court;
PAY VAT
2.27 to pay any Value Added Tax lawfully imposed upon and added to any
fee, charge, cost or expense for which the Lessor may be liable
under this Lease and to pay the stamp duty and registration fees on
this Lease and counterpart and Value Added Tax payable by reason of
the granting of this Lease;
YIELD UP
2.28 at the expiration or sooner determination of the said term quietly
to yield up the demised premises together with all the Lessor's
fixtures and all other Lessor's fittings and equipment that now
are or which during the said term shall be affixed or fastened
thereto (except Lessee's or trade fixtures) in such good and
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substantial repair and condition as shall be in accordance with
the covenants on the part of the Lessee herein contained and in
case any of the said fixtures and fitting or equipment shall be
missing, broken, damaged or destroyed forthwith to replace them
with others of a similar kind and of equal value, fair wear and
tear excepted, and to make good any damage caused to the demised
premises by the removal of the Lessee's fixtures, fittings and
furniture and effects (damage by any of the insured risks excepted
if and so long only as the policy or policies of insurance shall
not have been vitiated or payment of the policy monies withheld or
refused in whole or in part by reason of any act, neglect or
default of the Lessee or the servants, agents, licensees or
invitees of the Lessee);
UNAUTHORISED USER
2.29 not at any time to use the demised premises or any part thereof or
allow same to be used for any entertainment or for any dangerous,
noisy or noxious or offensive trade, business, manufacture or
occupation whatsoever or for residence or for any illegal or
immoral purpose nor permit any sale or auction to be held on the
demised premises;
OBSERVE COVENANTS IN SUPERIOR LEASE
2.30 to comply in so far as the same are applicable with the covenants
of any condition (other than the covenant for payment of rent)
contained in Superior Lease under which the demised premises are
held by the Lessor,
INDEMNIFY LESSOR
2.31 (a) to fully and effectually indemnity the Lessor against the
breach, non-performance or non-observance by the Lessee of
any of the covenant and conditions on the Lessee's part
herein contained against any action costs, claims, expenses
and demands whatsoever or howsoever arising in respect of
or as a consequence (whether direct or indirect) of any
such breach, non-performance or non-observance as
aforesaid.
(b) to effect and keep in force during the continuance of this
Lease such Public Liability and Employees Liability or
other policies of insurance (to the extent that such
insurance cover is available) as may be necessary to cover
the Lessee against any claim arising on foot of Public
Liability or Employers Liability and to extend such
insurance cover so that the Lessor is indemnified by the
insurers in the same manner as the Lessee and whenever
required to do so by the Lessor to produce to the Lessor
said policy or policies together with satisfactory evidence
that the same is/are valid and subsisting and that all
premiums due thereon have been paid.
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3. RENT REVIEW
3.1 In this Clause the following expressions shall have the following
meanings respectively: -
(a) "Review Date" shall mean the last day of the fifth year
and the last day of each subsequent fifth year of the term
hereby granted;
(b) "Current Market Rent' shall mean the gross full market
rent without any deduction whatsoever at which the demised
premises might reasonably be expected to be let at the
nearest Review Date on the open market without fine or
premium as between a willing Lessor and a willing Lessee
and with vacant possession for the term unexpired of this
Lease and on the same terms and conditions in all other
respects as this present Lease (other than the amount of
rent hereby reserved but including the provision for five
yearly rent reviews) and upon the supposition (if not a
fact) that the demised premises includes adequate heating
to the office portion thereof and that the covenants on
the part of the Lessee herein have been fully performed
and observed there being disregarded:-
(i) any effect on rent of the fact that the Lessee has
been in occupation of the demised premises and any
goodwill attached to the demised premises by reason
of the carrying on therein 4f the business of the
Lessee;
(ii) any effect on rent of any improvement (within the
meaning Of the Landlord and Tenant Acts, 1931 to
1994 or any Acts amending or extending or
re-enacting the same) of the demised premises or any
part thereof or any works thereto carried out by the
Lessee with the licence of the Lessor at the
Lessee's own expense (otherwise than in pursuance of
any obligation to the Lessor whether pursuant to the
provisions of this Lease or otherwise) and carried
out prior to or during the currency of this Lease;
(iii) any diminution of the rental value of the demised
premises, caused by works carried out thereon by the
Lessee, its sub tenants or predecessors in title
during the term of this Lease;
3.2 The rent for the time being payable by the Lessee
hereunder shall be subject to increase in accordance with
the following provisions of this Clause;
3.3 The Lessor, its servants or agents shall be entitled by
notice in writing given to the Lessee, its servants or
agents not earlier than twelve months before and not more
than twenty four months after a Review Date to call for
review of the rent payable by the Lessee to the Lessor at
the Review Date specified in the notice and if upon any
such review it shall be ascertained or determined that the
Current Market Rent of the demised premises at the Review
Date is greater than
13
the rent payable hereunder immediately prior to such
Review Date then, as from that Review Date, the yearly
rent payable hereunder shall be increased the Current
Market Rent so ascertained PROVIDED FURTHER that in n~
circumstances shall the rent payable hereunder following
such review be less than the rent payable by the Lessee
immediately prior to the Review Date;
3.4 Every such review as aforesaid shall, in the first
instance, be made by Lessor and the Lessee or their
respective Surveyors in collaboration but if agreement as
to the amount of the Current Market Rent at the Review
Daze shall have been reached between the parties hereto or
their Surveyors within three months or such extended
period as may be agreed by the Lessor and the Lessee after
the date of the Lessor's notice calling such review then
the question of the amount of the Current Market Rent of
the demised premises at the Review Date shall be referred
to the decision of a single Chartered Surveyor at least
ten years standing experienced in the letting of
manufacturing or light industrial facilities who shall act
as Arbitrator such Chartered Surveyor to be nominated by
the Lessor by notice in writing to the Lessee and if the
Lessee shall reject such nomination or fail or neglect to
agree within one month of the1 Lessor's notice such
Chartered Surveyor shall be appointed on the application
of either party by the President or acting President for
the time being of the Society of Chartered Surveyors which
term shall include any other body established from time to
time in succession or substitution or carrying on the
function currently carried out by the same.
3.5 Any arbitration as aforesaid shall be a submission to
arbitration within the, Arbitration Acts 1954 to 1998 or
any statutory modification or re-enactment thereof for the
time being in force and to the jurisdiction of the Courts
of the State for the enforcement of any award of said
Arbitrator;
3.6 If the Chartered Surveyor shall fail to determine the new
rent within three months of his appointment or nomination
or if he shall relinquish his appointment or die or if it
shall become apparent that for any reason he will be
unable to complete his duties hereunder a new Chartered
Surveyor shall be appointed or nominated in his place in
accordance with sub-clause 3.4 above;
3.7 If upon any such review the amount of any increased rent
shall not be ascertained or determined prior to the Review
Date the Lessee shall continue to pay rent at the yearly
rate payable immediately prior to the Review Date until
the quarter day next following the ascertainment or
determination of any increased rent whereupon subject to
the first proviso to Clause 3.3 hereof theft, shall be due
as a debt payable by the Lessee to the Lessor on demand a
sum equal to the amount by which the rent for the period
since the Review Date calculated at the increased rate
exceeds the rent for that period calculated at the
previous rate and in addition the Lessee shall pay
interest on the said sum from the Review Date until the
date of actual payment at the AAA rate of interest
14
charged on overdrafts by the Associated Banks in the
Republic of Ireland at the Review Date or if there shall
be no such rate then at the rate of 12% per annum;
3.8 If upon such review as aforesaid it shall be agreed or
determined that the rend previously payable hereunder
shall be increased the Lessor and the Lessee shall (if
required by the Lessor) forthwith complete and sign a
written Memorandum or if the Lessor shall so elect execute
a Deed of Record recording the increased rent thenceforth
payable and the Lessee shall pay the stamp duty (if any
payable on such Memorandum or Deed of Record;
3.9 In the event of the Lessor being prevented or prohibited
in whole or in par from exercising its rights under this
Clause and/or obtaining an increase in the rent on any of
the Review Dates by reason of any legislation, Government
Order or Decree or Notice (increase in this context
meaning such increase as would be obtainable disregarding
the provisions of any such legislation and otherwise as
aforesaid) then the date at which the review would
otherwise haw taken effect shall be deemed to be extended
to permit and/require such review to take place on the
first date thereafter upon which such right or increase
may be exercised and/or obtained in whole or in part and
when in part on so man occasions as shall be necessary to
obtain the whole increase (meaning the whole of the
increase which the Lessor would have obtained if not
prevented or prohibited as aforesaid) and if there shall
be a partial prevention only there shall be a further
review on the first date or dates as aforesaid
notwithstanding th'1 rent may have been increased in part
on or since the date of review but in no instance shall
the increase in rent be dated back to exceed the statutory
control on increases of rent laid down by law.
SCHEDULE OF AREAS
3.10 For the purposes of rent review it is hereby agreed that
the floor area of the demised premises is 61,250 square
feet.
4. LESSORS COVENANTS
The Lessor hereby covenants with the Lessee in manner following
that is to say:
TO INSURE
4.1 Subject to insurance cover being available against the
Insured Risks and subject to the reimbursement by the
Lessee of the sum or sums pursuant to Clause 2.2(b)
hereinbefore specified the Lessor will insure or procure
the insurance of the demised premises and all Lessor's
fixtures, fittings and equipment therein and thereon and
keep the same insured to the full reinstatement costs plus
an inflationary factor (to be determined from time to time
by the Lessor or its Surveyor) against loss or damage by
fire, explosion, lightning, xxxxx, xxxxxxx,
15
impact, earthquake, aircraft, riot and civil commotion,
property owners, public, employers and other liability of
the Lessor arising out of or in relation to the demised
premises, site clearance expenses, Architects', Engineers'
and Surveyors' fees and Value Added Tax and any other duty
exigible on any building contract as may be entered into
relative to the reconstruction, reinstatement or repair of
the demised premises or any part thereof resulting from
the destruction, loss or damage thereof or thereto of from
any of the perils aforesaid and the loss of rent from time
to time payable or reasonably estimated to be payable
under this Lease (taking into account any review of the
rent which may become due under this Lease) following loss
or damage to the demised premises by the insured risks for
three years or such longer period as the Lessor may, from
time to time, reasonably deem to be necessary having
regard to the likely period required for the rebuilding
and for obtaining Planning Permission and any other
consents, certificates and approvals in connection with
the reinstatement of the demised premises and such other
perils, expenses and; losses as the Lessor in its sole
discretion shall think fit (all such risks and perils
being referred to as "the Insured Risks") PROVIDED that
the Lessor shall immediately notify the Lessee of any
inability on its part to effect xxx insurance as
aforesaid;
(a) the Lessor shall (but without being obliged) use its
best endeavours to procure that the foregoing
insurances shall be effected upon the terms that the
Insurer shall waive any rights or remedies which it
may have or may become entitled to against the
Lessee or its permitted tenants or assigns whether
by way of subrogation or otherwise and the Lessor
shall I use its best endeavours to procure that
every policy of insurance issue in respect of such
insurances shall bear an endorsement binding upon
such Insurer evidencing such waiver PROVIDED always
that Lessor shall have no liability to the Lessee
for any loss or damage suffered by it if the Lessor
is unable to procure the waiver by Insurer of any
such rights or remedies.,
SUSPENSION OF RENT
4.2 In the event of the demised premises or any part thereof
being destroyed or damaged by any of the Insured Risks so
as to render the demised premises unfit for occupation,
use or access then and in such cases (unless the insurance
of the demised premises shall have been forfeited or made
ineffective by any act, neglect or default of the Lessee,
its servants, agents, licensees or invitees or
undertenants) the rent hereby reserved or a fair and just
proportion thereof according to the nature and extent of
the damage sustained shall from and after such destruction
or damage be suspended until either the demised premises
shall have been rebuilt or reinstated and made fit for
occupation use and access or the expiration of three years
(or such longer period as the Lessor may have insured
against) from the date of destruction or damage whichever
is the earlier; any dispute with reference to this
provision shall be referred to arbitration by a
single arbitrator under the Arbitration Acts, 1954-1998
16
WAIVER OF SURRENDER
4.3 In the case the demised premises or any part thereof shall
be destroyed and become ruinous and become uninhabitable
or incapable of beneficial occupatio?t1 or enjoyment by,
for or from any of the Insured Risks the Lessee hereby
absolutely waives and abandons its rights (if any) to
surrender this Lease under the provisions of Section 40 of
the Landlord and Tenant Law Amendment Act, Ireland, 1860
or otherwise
REINSTATE
4.4 If the demised premises or any part thereof shall at any
time during the term destroyed or damaged by any of the
Insured Risks as aforesaid, then the Lessor shall apply
all monies received in respect of such insurance (other
than in respect of loss of rent) with all reasonable speed
in rebuilding, repairing and otherwise reinstating the
demised premises to a factory premises of the same square
footage and utility as the demised premises, unless the
policy or policies' of insurance shall have been vitiated
or rendered less than fully effective by any act, neglect,
default or omission of the Lessee, its servants, agents,
licensees invitees or undertenants and the Lessor shall
make up any deficiency in the insurance monies received
out of its own money PROVIDED HOWEVER the Lessor is
prevented (for any reason other than its act or default)
from compliance with the provisions of this clause and
such prevention continues for three years and the Lease is
not otherwise terminated the Lessor or Lessee may at any
time after the expiry of that period by not less than
three months written notice given to the other party
determine this Lease, but without prejudice to any claim
by either party against the other in respect of any
antecedent breach of its terms and in such event the
Lessor shall be relieved of its obligations hereunder and
shall be solely entitled to the insurance monies,
MAKE UP SHORTFALL IN INSURANCES
4.5 In the event of the demised premises or any part thereof
being destroyed or damaged by any of the risks in respect
of which the Lessor pursuant to the terms hereof shall
have effected insurance, money under any insurance against
the same effected thereon by the Lessor being wholly or
partly irrecoverable by reason solely or in part of any
act or default of the Lessee, its servants, agents,
licensees or invitees then and in every such case the
Lessee will forthwith (in addition to the said rent) pay
to the Lessor the whole (or as the case may require) a
fair proportion of the cost of completely rebuilding and
reinstating the demised premises;
17
QUIET ENJOYMENT
4.6 That the Lessee paying the rents hereby reserved and
performing and observing the several covenants and
agreements herein contained and on the Lessee's xxx to be
observed and performed shall and may peaceably and quietly
hold and enjoy the demised premises during the said term
without any interruption or disturbance from or by the
Lessor or any person or persons rightfully claiming under
or in trust for the Lessor.
5. IT IS HEREBY AGREED between the Lessor and the Lessee as follows: -
CHANGE OF USE
5.1 If the Lessee shall apply to the Lessor for consent to
change of user pursuant to the provisions of Clause 2.15
hereof the Lessor shall be entitled to withhold its
consent if, in the sole opinion of the Superior Lessor
Forfas and having regard to its statutory functions and
the relevant provisions of the industrial! Development Xxx
0000, the resultant use of the demised premises would
inconsistent with the Superior Lessor's objectives of the
creation and maintenance of fulltime employment in the
demised premises,
RENT IN ARREARS
5.2 If the said rent or any sum payable hereunder or any part
thereof shall unpaid for 28 days after any of the days
hereinbefore appointed for payment whether same shall have
been lawfully demanded or not; or
(a) If any of the covenants on the Lessee's part herein
contained shall not be observed or performed; or
(b) If the Lessee being an individual or firm shall
become bankrupt or compound or arrange with his or
its Creditors or being a Company shall go into
liquidation either compulsorily or voluntarily
except for the purpose of a reconstruction or
amalgamation previously approved in writing by the
Lessor; or
(c) If the Lessee being a body corporate has a winding
up petition presented against it or passes a
winding up resolution (other than in connection
with a Members Voluntary Winding Up for the
purposes of amalgamation reconstruction which has a
prior written approval of the Lessor) or resolve to
present its own winding up petition or is wound-up
(whether in Ireland or elsewhere) or an Examiner or
Receiver or Manager is appointed in respect of the
demised premises or if the Company enters into a
Scheme of Arrangement with its creditors;
then and in any of the said cases and at any time thereafter it shall
be lawful for the Lessor or any persons authorised by the Lessor to
enter upon the demised premises or any part thereof in the name of the
whole and to repossess the same
18
and to enjoy the same as if this Lease had not been granted but
without, prejudice to any right of action or remedy by either party in
respect of any antecedent breach of any of the covenants by the other
herein contained.
LESSEE'S FUTURES AND FITTINGS
5.3 If at such time as the Lessee has vacated the demised
premises after the determination of the term hereby
granted either by effluxion of time or otherwise any
property of the Lessee shall remain in or on the demised
premises and the Lessee shall fail to remove the same
within seven days after being requested in writing by the
Lessor so to do then and in such case the Lessor (without
being obliged so to do and in any event without prejudice
to such other rights as the Lessor may have in that
behalf) may as agent of the Lessee (and the Lessor is
hereby appointed by the Lessee to act as such agent and
in its capacity as such agent to act as the Lessor in its
absolute discretion may think fit) sell such property and
shall then hold the proceeds of sale after deducting the
costs and expenses of removal, storage (including loss of
or reduction in rent received by the Lessor on account of
such property remaining by way of storage pending sale in
the demised premises) and sale reasonably and properly
incurred or suffered by it to the order of the Lessee
PROVIDED THAT the Lessee shall indemnify the Lessor
against any liability incurred by the Lessor to any third
party whose property shall have been sold by the Lessor
in the bona fide mistaken belief (which shall be presumed
unless the contrary is proved) that such property
belonged to the Lessee and was liable to be dealt with
such pursuant to this Sub-Clause;
LESSOR/SUPERIOR LESSOR
5.4 All reservations and exceptions herein in favour of the
Lessor shall enure fin the benefit of the Superior Lessor
of the Lessor and in relation to any coven9tj or
obligation of the Lessor hereunder or any consent required
to be sought from the Lessor the term "The Lessor" shall
mean and include the Lessor and such Superior Lessor;
NOTICES
5.5 Any notices requiring to be served hereunder shall be
sufficiently served on the Lessee if left addressed to it
at the principal office of the Lessee or forwarded to it
by post or left at its fast known address in Ireland and
shall be sufficiently served on the Lessor if delivered to
it personally or forwarded to it by post or, left at its
principal office in Ireland. A notice sent by post shall
be deemed to have been given at the time when in due
course of post it would be delivered at the address to
which it is sent;
19
6. ASSENT
The Lessor hereby assents to the registration of this Lease as a Burden
on Folio 61890F of the Register County Dublin and on the Folio to be
opened in its name an to the use of the Land Certificates (if issued)
for the purpose of such registration.
7. EXCLUSION OF WARRANTY
7.1 Nothing contained in this Lease implies or warrants that
the demised premises may be used under the Planning Acts
or the Building Control Act for the purpose herein
authorised and the Lessee hereby acknowledges that the
Lessor has not given or made at any time any
representation or warranty that any such use is or will be
or will remain a permitted user under those Acts;
REPRESENTATIONS
7.2 The Lessee acknowledges that this Lease has not been entered
into in relying solely or partly on any statement or
representation made by or on behalf of the Lessor except any
such statement or representation that is expressly set out in
this Lease.
NON-WAIVER
7.3 Each of the Lessee's covenants shall remain in full force both
at law and in equity notwithstanding that the Lessor may have
appeared to have waived or released temporarily any such
covenant, or waived or released temporarily or permanently any
such covenant;
APPLICABLE LAW
7.4 This Lease and all relationships created thereby shall in all
respects be governed by and construed and interpreted in
accordance with the laws of Ireland.
8. BREAK OPTION
The Lessee may terminate this Lease on the expiration of the twelfth
year of the term thereof, that is, on the 30th day of November 2012
(hereinafter referred to as "the Termination Date") on the payment by
the Lessee to the Lessor of the amount provided for at Sub-Clause 8.4
hereof subject strictly to the following terms and conditions:-
8.1 In relation to the Termination Date, the Lessee shall serve on
the Lessor a. Notice in writing (hereinafter called the
Termination Date Notice") at least twelve months' prior to the
expiry of the Termination Date (but in any event not prior to
the expiry of the tenth year of the term hereby demised);
8.2 In relation to the Termination Date Notice, time shall be of the
essence;
8.3 In relation to the Termination Date Notice, the Lessee shall
send with same to
20
the Lessor a bank draft payable to the Lessor in an amount
equivalent to six months of the then current annual rent
payable by the Lessee to the Lessor under this Lease at
the date of the Termination Date Notice. Should the Lessee
not comply with this condition the Termination Date Notice
shall be invalid and of no effect;
8.4 Notwithstanding the payment by the Lessee to the Lessor
pursuant to Sub-Clause 8.3 hereof, the Lessee shall
continue to be responsible for the rent and all outgoings
payable on foot of this Lease in relation to the demised
premises up to the Termination Date;
8.5 The Lessee shall, on or prior to the Termination Date deliver
to the Lessor the original of this Lease, together with all
related title documentation (inc1uding a release or discharge
of all mortgages, charges and other encumbrances, whether
registered or not) and shall as beneficial owner deliver duly
executed~1 and stamped a Transfer or Surrender of this Lease and
if applicable, shah procure the cancellation of the registration
of this Lease in the Land Registry;
8.6 The Lessee shall be responsible for all Value Added Tax payable
on Surrender of the Lease and the Lessor's legal costs and
expenses in relation thereto;
8.7 Any such termination of this Lease, on the Termination Date,
shall be without prejudice to any antecedent breach by either
the Lessor or the Lessee of any their respective covenants or
conditions herein contained.
9. CERTIFICATES
9.1 IT IS HEREBY FURTHER CERTIFIED that the Lessee is a
qualified person within the meaning of Section 45 of the
Land Act, 1965, as amended by the Land Act, (Additional
Category of Qualified Persons) Regulations, 1994, in that
the property hereby demised is situate within the County
of Fingal County Council as specified in the Local
Government (Xxxxxx) Xxx, 0000.
9.2 IT IS HEREBY CERTIFIED that the transaction hereby
effected does not form part of a larger transaction or of
a series of transactions in respect of which the amount or
value or the aggregate amount or value of the
consideration (other than rent) exceeds IR(pound)5,OOO.OO.
9.3 IT IS HEREBY CERTIFIED FURTHER THAT Section 53 (Lease
combined with Building Agreement for
dwellinghouse/apartment) of the Stamp Duties Consolidation
Act, 1999, does not apply to this instrument.
9.4 IT IS HEREBY CERTIFIED that no part of the consideration
for the Lease is attributable (or deemed to be
attributable) to residential property.
21
SCHEDULE
(THE DEMISED PREMISES)
ALL THAT AND THOSE the lands and premises situate at Snugborough, Blanchardstown
in the County of Dublin being part of the lands comprised in Folio 61890F of the
Register County Dublin as more particularly described on the Plan annexed hereto
and thereon outlined with a red verge line.
IN WITNESS whereof the parties hereto have caused their respective Seals to be
hereunto affixed the day and year first herein WRITTEN.
PRESENT when the Common
Seal of CANADA LIFE ASSURANCE (IRELAND) LIMITED was affixed
hereto:
PRESENT when the Common
Seal of BEI ELECTRONICS IRELAND LIMITED was affixed
hereto:
/S/ XXXX X. XX
----------------
/S/XXXXXX XXXXXX
----------------
22
THIS INDENTURE MADE THE DAY OF 2001
BETWEEN the within named CANADA LIFE ASSURANCE (IRELAND) LIMITED (hereinafter
called "the Lessor" which expression shall include its successors and assigns)
of the one part and BENCHMARK ELECTRONICS INC. of 0000, Xxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxx, 00000, Xxxxxx Xxxxxx of America of the other part.
WITNESSETH THAT:-
GUARANTEE:
1. In consideration of the within named Lessor having agreed at our
request to accept the within named Lessee as Lessee upon the terms of
the within written Indenture we guarantee the payment by the within
named Lessee to the within named Lessor of tie rent (including any
increases thereof) payable under the within Indenture and all other
monies whatsoever payable by the within named Lessee to the within
named Lessor under the within Indenture and the performance and
observance by the within named Lessee of the covenants and conditions
stipulations and agreements on its part contained in the within
Indenture upon the following terms:
1.1 If the within named Lessee shall make any default in payment
of the re4r payable under the within Indenture (including any
increases thereof) or of any part thereof or any other monies
whatsoever payable by the within nam4k Lessee under the
within Indenture for the space of one month we shall upon a
written request by the within named Lessor pay forthwith such
sum or sums;
1.2 If the within named Lessee shall make any default in the
observance or performance of any of the covenants
conditions agreements or stipulations o~ its part contained
in the within Indenture we will pay to the within named.
Lessor all losses damages expenses charges and costs which
the within named Lessor shall be entitled to recover by
reason of such default to the extent which the within named
Lessor shall be unable to recover them from the within
named Lessee together with all costs, expenses and charges
incurred by the Lessor in any way in connection with this
Guarantee or the enforcement or discharge of our
obligations hereunder including such costs, expenses and
any charges incurred by the Lessor in the enforcement of
any Judgement either in this or any other jurisdiction.
1.3 This Guarantee shall continue for as long as the term created
by the within Indenture is vested in the within named Lessee
and shall extend to the acts and defaults of the within named
Lessee during the said term and during the said term shall
not be revocable or discharged by the liquidation of us or by
the liquidation of the within named Lessee
PROVIDED ALWAYS and it is hereby agreed and declared that any
neglect, or forbearance on the part of the within named
Lessor in endeavouring to obtain
1
payment of the said rent and any increases thereof or other
monies when the same shall become due and payable by the
within named Lessee to the within named Lessor under the
within Indenture or to enforce the performance and observance
of the said covenants and conditions stipulations agreements
to be observed and performed by the within named Lessee in
respect thereof or any licence consent or permission which may
be granted by the within named Lessor to the within named
Lessee or any compromise or arrangement made by the within
named Lessor with the within named Lessee shall not release or
exonerate or in any way affect the liability of us to the
within named Lessor or prejudice the rights or remedies of the
within named Lessor under this Guarantee.
1.4 If the within named Lessee being a Company shall go into
liquidation whether voluntary or compulsory (except for the
purpose of amalgamation or reconstruction) or being an
individual shall become bankrupt and the Liquidator or
Official Assignee or Trustee in Bankruptcy shall disclaim the
within Indenture and the within named Lessor shall serve
notice in writing on us pursuant to this Clause within three
months from the date of such disclaimer shall at our expense
forthwith accept from the within named Lessor a Lease
(hereinafter called "the New Lease") of the demised premises
and execute a Counterpart thereof for a term commencing on the
date of such disclaimer and continuing during the residue of
the term created by the within Indenture such new Lease to
contain the like Lessee's and Lessor's covenants respectively
and the like provisos and conditions in all respects
(including the proviso for re-entry) as are contained in the
within Indenture but such new Lease shall be1 without
prejudice to all liability of us under this Guarantee up to
the date of, such disclaimer.
2. APPLICABLE LAW
This Guarantee and all relationships created thereby shall in
all respects be governed by and construed and interpreted in
accordance with the laws of Ireland.
3. JURISDICTION
The Courts of Ireland shall have jurisdiction over any action
to enforce the Lessors rights under this Guarantee and in
respect of all disputes arising under this Guarantee and for
that purpose Benchmark Electronics Inc. hereby submits to the
jurisdiction of the Courts of Ireland and agrees that all
summonses, notices or processes required to be served upon it
for the purposes of such action or any other legal proceedings
shall be deemed to be properly served if addressed and
delivered to them care of Xxxxxx Xxx, Solicitors, Xxxxxx Xxx
Xxxxxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxx 0 who Benchmark
Electronics Inc. irrevocably appoint as agents for acceptance
of service of all such documents.
2
4. WAIVER
We hereby waive any right to require the Lessor to proceed
against the Lessee or to pursue any other remedy whatsoever
which may be available to the Lessor before proceeding against
us.
5. NOTICES
Any demand or notice required to be made, given to or served
on us under this Guarantee is duly and validly made, given or
served if addressed to us and delivered personally or sent by
prepaid Registered or Recorded Delivery post or sent by
telegraphic facsimile transmission addressed to our
registered office or to our last known address or place of
business in Ireland or to Xxxxxx Xxx, Solicitors of Xxxxxx
Xxx Xxxxxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxx 0. whom we
irrevocably appoint as our agent for acceptance of service of
any such Demand or Notice.
PRESENT when the Common
Seal of BENCHMARK
ELECTRONICS INC.
was affixed hereto:
/S/ XXXX XX
---------------------
/S/ XXXXXX XXXXXX
----------------------
3
LEASE MAP
[GRAPHIC OMITTED]
4
DATED THE DAY OF 2001
-------------------------------
CANADA LIFE ASSURANCE
(IRELAND) LIMITED
One Part
BEI ELECTRONICS IRELAND
LIMITED
Other Part
LEASE
RE: INDUSTRIAL PREMISES AT SNUGSBOROUGH
XXXXXXXXXXXXXX XXXXXXXX XXXX, XXXXXX 00
Xxxxxx Xxx,
Earlsfort Centre
Earlsfort Terrace,
Dublin 2
5
