ACCESSION LETTER by way of a Deed dated 25 January 2006 from MURRAY INTERNATIONAL METALS PTE LIMITED and PIPE ACQUISITION LIMITED To 111E GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND

Exhibit 10.5

 

ACCESSION LETTER
by way of a Deed
dated 25 January 2006

 

from

▇▇▇▇▇▇ INTERNATIONAL METALS PTE LIMITED

and

PIPE ACQUISITION LIMITED

To

 

111E GOVERNOR AND COMPANY OF THE BANK OF
SCOTLAND

 

re:
PROJECT PIPE

 

 

To:          The Governor and Company of the Bank of Scotland as Agent

 

From:      ▇▇▇▇▇▇ International Metals Pte Limited (“MIM PTE”)

▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; and

 

Pipe Acquisition Limited (“PAL”)

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇

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Dear Sirs

 

▇▇▇▇▇▇ International Metals Limited - £27,000,000 Revolving Credit Facility Agreement dated 16 December 2005 (the “Facility Agreement”)

 

1.             We refer to the Facility Agreement. This is an Accession Letter by way of a deed. Terms defined in the Facility Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.

 

2.             In consideration of the Lenders making available or continuing to make available the Facility, MIM PTE agrees to become an Additional Guarantor with effect from the date of this Accession Letter and as such Additional Guarantor pursuant to Clause 30.4 (Additional Guarantors) of the Facility Agreement agreed to and shall be bound by the terms of the Facility Agreement. MIM PTE is a company duly incorporated under the laws of Singapore and is a limited liability company and registered number 200201097M.

 

3.             MIM PTE^’s administrative details are as follows:

 

Address:		▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Fax No.:		▇▇▇ ▇▇▇▇ ▇▇▇▇
Attention:		▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇

 

4.             This Accession Letter is governed by English law.

 

5.             This Accession Letter is executed by way of a Deed this 25 January 2006

 

The COMMON SEAL of ▇▇▇▇▇▇ INTERNATIONAL	)
METALS PTE LIMITED was hereunto affixed in the	)
presence of :	)

 

 

Director ▇▇▇▇▇▇▇ ▇▇▇▇▇

 

 

Director / Secretary ▇ ▇ ▇▇▇▇▇▇▇▇

 

 

EXECUTED and DELIVERED as a DEED by	)
PIPE ACQUISITION LIMITED acting by:	)

 

 

Director ▇▇▇▇▇ ▇▇▇▇

 

 

Director ▇▇▇▇▇ ▇▇▇▇