EXHIBIT 10.14
GUARANTEE
THIS INDENTURE made the 10th day of September, 1998 between the within
named KILMORE DEVELOPMENTS LIMITED (hereinafter called the "Lessor" which
expression shall include its successors and assigns) of the one part, and
BENCHMARK ELECTRONICS INC. of 3000 Technology Drive, Angleton, Texas, 77515,
United States of America of the other part.
W I T N E S S E T H THAT:
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 the 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:
I. If the within named Lessee shall make any default in payment of the
rent payable under the within Indenture (including any increases
thereof) or of any part thereof or any other monies whatsoever
payable by the within named 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;
II. If the within named Lessee shall make any default in the observance
or performance of any of the covenants, conditions, agreements or
stipulations on 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 to 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 judgment either in this or any other
jurisdiction.
III. 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.
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PROVIDED ALWAYS and it is hereby agreed and declared that any neglect or
forbearance on the part of the within named Lessor in endeavoring to obtain
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 and agreements to be observed
and performed by the within named Lessee in respect thereof or any license,
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.
IV. 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 (3) months from the date of such disclaimer, we
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
be without prejudice to all liability of us under this Guarantee up
to the date of such disclaimer.
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.
JURISDICTION
The Courts of Ireland shall have jurisdiction over any action to enforce the
Lessor's 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 Arthur Cox Solicitors, Arthur
Cox Building, Earisfort Terrace, Dublin 2, who Benchmark Electronics Inc.
irrevocably appoints as agents for acceptance of service of all such documents.
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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.
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 Arthur Cox
Solicitors, Arthur Cox Building, Earlsfort Terrace, Dublin 2, 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/ DONALD E. NIGBOR
/s/ CARY FU
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