Exhibit 10.10
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 INTERNATIONAL 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 land
