Exhibit 10.12c
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT, dated as of September 21, 2007, made by
Equipment, Inc., a Texas Corporation (the “ Additional
Grantor ”), in favor of Lehman Commercial Paper Inc.
(“ LCPI ”), as administrative agent for
(i) the banks and other financial institutions and entities
parties to the First Lien Credit Agreement referred to below, and
(ii) the other Secured Parties (as defined in the First Lien
Guarantee and Collateral Agreement (as hereinafter defined)). All
capitalized terms not defined herein shall have the meaning
ascribed to them in such First Lien Credit Agreement.
W I T N E S S
E T H :
WHEREAS, Edgen Murray II, L.P., a Delaware limited partnership
(“ Holdings ”), Edgen Murray Co., a Nevada
corporation (which will merge with and into Edgen Murray
Corporation, a Nevada corporation, on the Closing Date) (the
“ US Borrower ”), Edgen Murray Cayman
Corporation, a Cayman exempted company, the several banks and other
financial institutions or entities from time to time parties
thereto, Lehman Brothers Inc. and Jefferies Finance LLC, as joint
lead arrangers and joint bookrunners, LCPI, as syndication agent,
the administrative agent and as UK security agent, have entered
into a First Lien Credit Agreement, dated as of May 11, 2007
(as amended, restated, supplemented, replaced or otherwise modified
from time to time, the “ First Lien Credit Agreement
”);
WHEREAS, in connection with the First Lien Credit Agreement, the US
Borrower, Edgen Murray LLC, a Delaware limited liability company,
Holdings and certain of its Subsidiaries (other than the Additional
Grantor) have entered into the First Lien Guarantee and C
