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
2
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