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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
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 Guarantor accept
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