EXHIBIT 10.3
DATED 16 APRIL 1999
GLYNWED PROPERTY MANAGEMENT LIMITED
GLYNWED PROPERTIES LIMITED
NIAGARA LASALLE (UK) LIMITED
- and -
NIAGARA CORPORATION
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AGREEMENT
for lease
of freehold property known as
▇▇▇▇ ▇-▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ & OVERY
London
CONTENTS
CLAUSE PAGE
1. Interpretation.........................................................3
2. Grant of the Lease.....................................................5
3. Occupation.............................................................5
4. Non-assignment.........................................................6
5. Title..................................................................6
6. Court Order............................................................6
7. Lease Expenses.........................................................6
8. Standard Conditions of Sale............................................6
9. Niagara's Guarantee....................................................7
10. VAT....................................................................8
11. General................................................................8
12. Notices................................................................9
13. Governing Law.........................................................10
14. Termination...........................................................10
15. Notice of Agreement...................................................10
THIS AGREEMENT is made on 16 April 1999
BETWEEN:
(1) GLYNWED PROPERTY MANAGEMENT LIMITED (registered number 842868) whose
registered office is at ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the "LANDLORD" which expression includes its
successors in title);
(2) GLYNWED PROPERTIES LIMITED (registered number 254047) whose
registered office is also at Headland House ("GPL");
(3) NIAGARA LASALLE (UK) LIMITED (registered number 3725308) whose
registered office is at 1st Floor, Bouverie House, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ (the
"TENANT");
(4) NIAGARA CORPORATION, a corporation organised and existing under the
laws of the State of Delaware, whose principal office is at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ("NIAGARA").
IT IS AGREED as follows:
1. INTERPRETATION
(1) In this agreement
"Agreed Form" means, in relation to any document, the form of that
document which has been initialled for the purposes of identification
by the Landlord's solicitors and the Tenant's solicitors;
"holding company" means a holding company for the purposes of the
Companies ▇▇▇ ▇▇▇▇;
"Landlord's solicitors" means ▇▇▇▇▇ & Overy of ▇▇▇ ▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇;
"Lease" means the lease of the Property to be granted by the Landlord
to the Tenant in accordance with clause 2;
"Lease Completion Date" means the date of Completion (as defined in
the Sale of Business Agreement) or, if later, on the fifth working
day after the date of obtaining the court order referred to in clause
6;
"Property" means ▇▇▇▇ ▇-▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ more fully described in the Agreed Form of
Lease;
"Property Agreement" means an agreement dated 16 April, 1999 made
between the Landlord (1) GPL (2) NL (3) Niagara (4) and Glynwed
International Pic (5);
"Rent Commencement Date" means the date of the Lease;
"Sale of Business Agreement" means an agreement dated 16 April, 1999
and made between Glynwed Steels Limited (1) Glynwed International Pic
(2) NL (3) and Niagara (4);
"Side Deed" means a side deed in Agreed Form relating to the Lease;
"subsidiary" means a subsidiary for the purposes of the Companies ▇▇▇
▇▇▇▇;
"Tenant" means NL;
"Tenant's solicitors" means Paisner & Co of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇;
"Term Commencement Date" means the date of completion of the Lease
or, if earlier, the date of occupation by the Tenant;
"VAT" means value added tax; and
"VAT Act 1994" means Value Added Tax ▇▇▇ ▇▇▇▇;
"VAT group" means two or more bodies corporate registered as a group
for VAT purposes under Section 43 VAT ▇▇▇ ▇▇▇▇.
(2) In this agreement:
(a) references to a person include a body corporate and an
unincorporated association of persons;
(b) references to a natural person include his estate and personal
representatives;
(c) subject to clause 4 below, references to a party to this
agreement include references to the successors or assigns
(immediate or otherwise) of that party; and
(d) references to the Property include every part of it.
(3) Any reference, express or implied, to an enactment includes
references to:
(a) that enactment as amended, extended or applied by or under any
other enactment (before or after the siganture of this
agreement);
(b) any enactment which that enactment re-enacts (with or without
modification); and
(c) any subordinate legislation made (before or after the signature
of this agreement) under that enactment, as amended, extended
or applied as described in paragraph (a) above or under any
enactment referred to in paragraph (b) above.
(4) Sub-clauses (1) to (3) above apply unless the contrary intention
appears.
(5) The headings in this agreement do not affect its interpretation.
2. GRANT OF THE LEASE
(1) On the Lease Completion Date the Landlord shall grant and GPL shall
procure the grant of and the Tenant shall accept a lease of the
Property for a term of 5 years from the Term Commencement Date in the
Agreed Form and the parties will enter into the Side Deed.
(2) The rent payable under the Lease shall commence to be payable on and
the first instalment or a due proportion of that instalment shall be
paid on the Rent Commencement Date.
(3) The additional rents payable under the Lease shall commence to be
payable on and the first instalment or a due proportion of that
instalment shall be paid on the Rent Commencement Date.
(4) The Lease shall be completed at or before 2 pm at the Landlord's
solicitors' offices or elsewhere in England as they may reasonably
direct. The Landlord shall not be bound to complete otherwise than on
a Business Day and otherwise than between 9.30 am and 5.30 pm.
3. OCCUPATION
The Landlord will allow the Tenant into occupation of the Property on
the date of Completion (as defined in the Sale of Business Agreement)
if the Lease Completion Date has not occurred then and the Tenant
will pay a licence fee equal to all rents which would have been
payable had the Lease been granted then such licence fee to be paid
at the times when such rents would have been payable and in the
manner in which such rents would have been payable and the Tenant
will observe and perform all the covenants and obligations on the
part of the Tenant to be contained in the Lease.
4. NON-ASSIGNMENT
(1) The Tenant shall itself accept and take up the Lease and shall
execute a counterpart of it and the Landlord shall have no obligation
to grant the Lease to anyone other than the Tenant and Niagara shall
execute the Lease as guarantor.
(2) Any of the parties may assign any of its rights (but not obligations)
under this agreement to any company which is its holding company or
subsidiary, provided that if the assignee ceases to be such a holding
company or subsidiary, then the assignee party shall procure that
such assignee shall reassign back to the assigning party all such
rights as have been assigned to such assignee with effect from the
date on which such assignee ceases to be such a holding company or
subsidiary and the assignee shall no longer have the benefit of any
rights under this agreement and the assigning party shall have the
benefit of all rights under this agreement as if the assignment had
never taken place.
5. TITLE
The Landlord shall not be obliged to deduce its title to grant the
Lease.
6. COURT ORDER
Immediately after the date of this agreement the Landlord and the
Tenant shall submit a joint application in the Agreed Form for a
court order authorising the inclusion in the Lease of an agreement
excluding in relation to the tenancy to be granted by the Lease the
provisions of sections 24 to 28 of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
and the Landlord and the Tenant shall each use reasonable endeavours
to obtain that court order as soon as possible.
7. LEASE EXPENSES
The Landlord will make a contribution of (pound)261.00 towards the
stamp duty payable by the Tenant in relation to the Lease on
completion of the Lease.
8. STANDARD CONDITIONS OF SALE
(1) Subject to the variations mentioned in subclause (2), the Standard
Conditions of Sale (Third Edition) (excluding Conditions 2.3, 3.2.2,
4.2.3, 4.5.2, 4.5.5, 5.1.1, 5.1.2, 5.2.3, 7.1, 7.2, 7.3, 8.1.3 and
8.3) are incorporated in this agreement so far as they:
(a) apply to a sale by private treaty;
(b) relate to leasehold property; and
(c) are not inconsistent with the other clauses of this agreement.
(2) The Standard Conditions of Sale (Third Edition) shall be varied as
follows:
(a) in condition 3.1.2(d) replace "except those maintained by H.M.
Land Registry or its Land Charges Department or by Companies
House" by "except, first, mortgages and, secondly, any entries
on the register maintained by H.M. Land Registry not disclosed
by office copy entries supplied before the date of the contract
by the seller or his solicitors to the Purchaser or his
solicitors";
(b) at the end of condition 3.1.2 add new paragraphs (f) and (g) as
follows:
"(f) overriding interests as defined in Land Registration ▇▇▇
▇▇▇▇ Section 70(l) or (where the title to the Property is
not registered) matters which would be overriding
interests if the title were registered other than (in
respect of those parts of the property sold with vacant
possession) those referred to in Section70(l)(g) of that
Act;
(g) all matters disclosed or reasonably to be expected to be
disclosed by searches or as the result of enquiries,
formal or informal, and whether made in person, by
writing or orally by or for the Purchaser or which a
prudent Purchaser ought to make and all matters disclosed
or reasonably expected to be disclosed by inspection and
survey of the Properties".
9. NIAGARA'S GUARANTEE
(1) In consideration of the mutual covenants contained in this agreement,
Niagara guarantees to each of the Landlord and GPL and shall procure
the due and punctual performance of each obligation of the Tenant and
shall pay to the Landlord or GPL from time to time on demand, or
procure that the Tenant shall pay, any sum which the Tenant is at any
time liable to pay to the Landlord or GPL and which has not been paid
at the time the demand is made.
(2) The obligations of Niagara under subclause (1):
(a) constitute direct, primary, unconditional and irrevocable
obligations without the need for any recourse on the part of
the Landlord or GPL against the Tenant;
(b) shall not be affected or impaired by any concession, time or
indulgence granted by the Landlord or GPL or by any other
dealing or thing which would but for this subclause (2) operate
to discharge or reduce that liability; and
(c) shall not be affected or impaired by anything (including any
legal limitation, disability or incapacity on the part of the
Tenant) which causes any of the obligations of the Tenant under
this agreement to be or become invalid or unenforceable.
(3) If any of the obligations of the Tenant under this agreement is or
becomes invalid or unenforceable Niagara shall perform and discharge
all such obligations as if they were primary obligations of Niagara
or shall procure that the Tenant performs and discharges all such
obligations.
(4) The guarantee set out in this clause 9 shall extend to any costs,
charges and expenses incurred by the Landlord or GPL in enforcing or
seeking its enforcement.
(5) Niagara shall make any payments due from it under this clause 6 in
full and, without any deduction or withholding in respect of any
claim whatsoever (whether by way of set-off, counterclaim or
otherwise).
10. VAT
(1) If any VAT is chargeable on any supply under or pursuant to this
agreement, the party receiving the supply shall pay by way of
additional consideration the amount of that VAT.
(2) Without limiting sub-clause (1) above, each sum reserved or payable
under this agreement is exclusive of VAT (if any) and is accordingly
to be construed as a reference to that sum plus any VAT in respect of
it.
(3) The party making a supply shall issue the other with a proper VAT
invoice in respect of such supply.
11. GENERAL
(1) Each of the obligations undertaken by any party under this agreement
(excluding any obligation fully performed at completion) shall
continue in force after completion.
(2) Where the Tenant is more than one person:
(a) those persons shall be jointly and severally responsible in
respect of every obligation undertaken by them under this
agreement; and
(b) the Landlord may release or compromise the liability of any of
those persons under this agreement or grant any time or other
indulgence without affecting the liability of any other of
them.
(3) This agreement may be executed in any number of counterparts, all of
which, taken together, shall constitute one and the same agreement,
and any party may enter into this agreement by executing a
counterpart.
12. NOTICES
(1) Any notice or other document to be served under this agreement may be
delivered or sent by post or facsimile process to the party to be
served as follows:
(a) to the Landlord at
▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Fax: ▇▇▇▇ ▇▇▇ ▇▇▇▇
marked for the attention of
The Company Secretary
(b) to the Tenant (before Completion) at its address set out in
this agreement or (after Completion) at Victoria Steelworks,
Bull Lane, Moxley, Wednesbury, West Midlands, WS IO 8RS marked
for the attention of ▇▇▇▇▇ ▇▇▇▇▇▇ (before Completion) or ▇▇▇▇
▇▇▇▇▇▇▇ (after Completion)
or at such other address as it may have notified to the other parties
in accordance with this clause. Any notice or other document sent by
post shall be sent by prepaid first class recorded delivery post (if
within the United Kingdom) or by prepaid registered airmail (if
elsewhere).
(2) Any notice or other communication shall be deemed to have been duly
given:
(a) if delivered personally, when left at the address referred to in
subclause (1); or
(b) if sent by recorded mail other than airmail, two days after
posting it; or
(c) if sent by registered airmail, six days after posting it;
Provided always that a notice given in accordance with the above but
received on a day which is not a Business Day or after business hours
on a Business Day in the place of receipt will only be deemed to be
given on the next Business Day in that place.
13. GOVERNING LAW
This agreement is governed by and shall be construed in accordance
with English law. Niagara submits to the jurisdiction of the English
courts for all purposes relating to this agreement and appoints the
Tenant's Solicitors or such other solicitors as shall subsequently be
notified by Niagara to the Landlord as its agent for service of
process with respect thereto.
14. TERMINATION
(1) This agreement will automatically terminate if the Sale of Business
Agreement terminates under clauses 4 or 5 thereof and also if clause
2(6) of the Property Agreement applies.
(2) If this agreement terminates in accordance with sub-clause (1) above
then all the clauses under the agreement (except this clause and
clauses 11, 12 and 13) will cease to have effect and none of the
parties will have any rights or liabilities under those clauses.
15. NOTICE OF AGREEMENT
The Landlord will immediately place its land certificate for the
Property on deposit at HM Land Registry to enable a notice of this
agreement to be entered on the title but if the agreement terminates
the Tenant will forthwith apply for cancellation of all such entries
relating to this agreement.
AS WITNESS the hands of duly authorised representatives of the parties on
the date which appears first on page 1.
Signed by /s/ ▇. ▇. ▇▇▇▇▇▇▇
for and on behalf of Glynwed
Property Management Limited
Signed by /s/ ▇. ▇. ▇▇▇▇▇▇▇
for and on behalf of Glynwed
Properties Limited
Signed by /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
for and on behalf of Niagara LaSalle
(UK) Limited
Signed by /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
for and on behalf of Niagara
Corporation