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GUARANTEE

Guarantee Agreement

GUARANTEE

 | Document Parties: EDGEN MURRAY PLC | MURRAY INTERNATIONAL METALS PTE. LIMITED | STEELS (UK) QRS 16-58, INC | METALS LIMITED You are currently viewing:
This Guarantee Agreement involves

EDGEN MURRAY PLC | MURRAY INTERNATIONAL METALS PTE. LIMITED | STEELS (UK) QRS 16-58, INC | METALS LIMITED

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Title: GUARANTEE
Governing Law: Delaware     Date: 11/13/2006

GUARANTEE

, Parties: edgen murray plc , murray international metals pte. limited , steels (uk) qrs 16-58  inc , metals limited
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Exhibit 10.17

 

GUARANTEE

 

by

 

MURRAY INTERNATIONAL METALS PTE. LIMITED

 

in favour of

 

STEELS (UK) QRS 16-58, INC

 

of the obligations of

 

MURRAY INTERNATIONAL

METALS LIMITED

 

in relation to

 

Lease of Premises at Newbridge,

Midlothian, Scotland

 



 

GUARANTEE by

 

MURRAY INTERNATIONAL METALS PTE. LIMITED (Company No. 200201097M) and having its Registered Office at 31 Tuas View Close, Singapore 637469 (herein called the Guarantor)

 

in favour of

 

STEELS (UK) QRS 16-58, INC., a Company incorporated under the laws of the State of Delaware and having an address care of W P Carey & Co LLC, 50 Rockefeller Plaza, Second Floor, New York, New York 10020, USA (who, and, where the context so requires or admits, their successors as landlord under the Lease aftermentioned are herein called the Landlord)

 

of the obligations of

 

MURRAY IN1ERNATIONAL METALS LIMITED (Company No. 1241058) and having its Registered Office at 95 High Street, Edgeware, Middlesex HA8 7BD (together with its successors as tenant under the Lease aftermentioned herein called the Tenant)

 

in relation to

 

the Tenant’s obligations under the Lease of office premises and two warehouses at Newbridge Industrial Estate, Midlothian, Scotland.

 

1.              The Guarantor MURRAY INTERNATIONAL METALS PTE. LIMITED (Company No.200201097M) HEREBY UNDERTAKES to the Landlord, (STEELS (UK) QRS 16-58, INC., a Company incorporated under the laws of the State of Delaware and having an address care of W P Carey & Co LLC, 50 Rockefeller Plaza, Second Floor, New York, New York 10020, USA and its successors as landlord under the Lease aftermentioned) as guarantor, cautioner, co-obligant and principal debtor that the Tenant (MURRAY INTERNATIONAL METALS LIMITED (Company No. 1241058) having its Registered Office at 95 High Street, Edgeware, Middlesex HA8 7BD and its successors as Tenant under the said Lease) will observe and perform the obligations and conditions whatsoever (present and future) undertaken by or binding on the Tenant directly or indirectly under or by virtue of the Lease between the Landlord and the Tenant dated 16 December 2005 (which Lease, as the same may be or may hereafter be amended or supplemented by agreement between the Landlord and the Tenant is herein called the Lease) relative to office premises and two warehouses (all with associated land and rights) at Newbridge Industrial Estate, Midlothian and that if the Tenant shall make any default in observing and performing the said obligations and conditions or any of them, then and in every such case the Guarantor will pay and make good to the Landlord on demand anything whatsoever which ought to be or have been paid, observed or performed as aforesaid as well as all damages, losses, and costs properly sustained by the Landlord through the default of the Tenant or the Guarantor PROVIDED ALWAYS that any neglect, delay or forbearance of the Landlord in enforcing observance of the Tenant’s obligations against the Tenant or the Guarantor or against any other guarantors of the Tenant’s obligations or the unenforceability of the obligations of the Tenant or any other guarantor (or the Tenant or any other such guarantor acting outwith their respective powers either in the entering into of the Lease or of the relevant Guarantee) or the giving of time by the Landlord to in relation thereto or any other act, matter or thing whereby, (but for this provision) the Guarantor would be exonerated either in whole or in part from its obligations to the Landlord (other than a discharge of the Guarantor’s obligations executed by

 

1



 

the Landlord in writing) shall not release or in any way lessen or affect the liability of the Guarantor hereunder.

 

2.              This Guarantee will apply not only to the obligations of the Tenant under the Lease but also to the obligations arising under any variation of the Lease executed by the Tenant and the Guarantor agrees, if requested (but without prejudice to the Guarantor’s obligations in the event that no such request is made), to be a party to any such variation as consentor.

 

3.              The Guarantor HEREBY FURTHER UNDERTAKES with the Landlord that if:-

 

(a)            The Tenant shall go into liquidation or administration or receivership and the Liquidator or Administrator or Receiver shall disclaim the Lease either expressly or by reason of failing to provide to the Landlord the personal undertaking required by Clause 13.1.2 of the Lease within the fourteen day period referred to in that Clause; or

 

(b)            The Tenant shall be wound up or cease to exist; or

 

(c)            an event shall occur which shall entitle the Landlord to irritate the Lease following due notice;

 

then, at the option of the Landlord, the Guarantor will:-

 

(i)             procure that the Tenant renounces its right to the Lease; and

 

(ii)            accept a new lease of the property leased by the Lease for a period equal to the remainder (which if there had been no disclaimer or if the Lease had continued to have had effect as aforesaid would have remained) of the period of the Lease at the same rent and subject to the like obligations and conditions as are , provided for and contained in the Lease (subject to any variation which may then have occurred and to the provisions for further review of the rental provided for in the Lease); which new lease will take effect as from the date of the said disclaimer or entitlement to irritate; and

 

(iii)           pay all costs properly and reasonably incurred by the Landlord in connection with the grant of the new lease and the renunciation.

 

(and the Guarantor will continue, whether or not such option is exercised and notwithstanding such renunciation, to be responsible for all outstanding obligations and conditions in respect of the Lease so renounced in respect of the period up to the date of commencement of the new Lease and for all damages and others referred to in Condition 1 of this Guarantee).

 

4.              Nothing herein contained shall prevent the Landlord from exercising its rights in full under the Lease relative to any default by the Tenant and nothing herein contained will grant to the Guarantor any right of occupancy or other right to the leased subjects other than pursuant to a request by the Landlord under Condition 3 of this Guarantee.

 

5.              The Guarantor in so far as it is not or may in the future not be subject to the jurisdiction of the Scottish Courts and the English Courts hereby prorogates and binds itself to submit to the non exclusive jurisdiction of both the Scottish Courts and the English Courts in relation to all actions at the instance of the Landlord arising out of or in connection with the Lease and this Guarantee and also in relation to all lawful execution which may follow as a result of the registration of the Lease and/or this Guarantee for execution and accepts that the choice of jurisdiction (Scotland or England) in which to bring or defend any proceedings or

 

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to take any enforcement steps shall in relation to each of such proceedings (and without prejudice to the use of the other jurisdiction for other proceedings or steps) be at the discretion of the Landlord.

 

6.              The Landlord shall have the right to assign this Guarantee to its successors as landlords under the Lease.

 

7.              The Guar


 
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