EXHIBIT 10.6 INTERCREDITOR AGREEMENT

Intercreditor Agreement

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EDGEN MURRAY PLC | Murray International Metals Limited

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Title: EXHIBIT 10.6 INTERCREDITOR AGREEMENT
Date: 11/13/2006

Exhibit 10.6

INTERCREDITOR AGREEMENT

dated 16 December, 2005

among

THE COMPANIES NAMED HEREIN

as Companies

and

THE BANK OF NEW YORK

as Trustee, Collateral Agent and Subordinated Security Trustee

and

THE GOVERNOR AND COMPANY OF THE BANK OF
SCOTLAND

as Agent and Senior Security Trustee

re:

PROJECT PIPE

5 Old Bailey, London EC4M 7JX DX 123 LONDON/CHANCERY LANE Tel 020 7002 8573 Fax 020 7002 8501

www.mms.co.uk

Ref: TMGA/SMK/BAN/1/469/jld

TABLE OF CONTENTS

Clause		Page No.

1	DEFINITIONS AND INTERPRETATION	1

2	PURPOSE AND PRIORITY OF SECURITY	8

3	CREDITORS UNDERTAKINGS	11

4	SUPREMACY OF AGREEMENT	11

5	TURNOVER	11

6	ENFORCEMENT BY CREDITORS	12

7	PERMITTED ENFORCEMENT	12

8	PROCEEDS OF ENFORCEMENT OF SECURITY	13

9	RELEASE OF SECURITY ON ENFORCEMENT	14

10	REPRESENTATIONS AND WARRANTIES	14

11	OPTION TO PURCHASE	14

12	INFORMATION BETWEEN PARTIES	16

13	SUBROGATION	17

14	PROTECTION OF SUBORDINATION	18

15	PRESERVATION OF SECURED DEBT	18

16	POWER OF ATTORNEY	18

17	EXPENSES	19

18	NOTICES	19

19	CUMULATIVE REMEDIES AND WAIVERS	20

20	AMENDMENTS AND WAIVERS	21

21	SEVERABILITY	21

22	TRANSFERS	21

23	COUNTERPARTS	22

24	SUPREMACY	22

25	EXPIRY	22

26	SUBORDINATED SECURED FINANCE PARTIES NOMINEES	22

27	PERPETUITY	22

28	SET OFF AND COUNTERCLAIM	22

29	GOVERNING LAW AND JURISDICTION	23

30	SERVICE OF PROCESS	23

31	THE SECURITY TRUSTEES	23

SCHEDULE 1 - The Companies		27

SCHEDULE 2 - Form of Deed of Accession for New Companies		28

THIS INTERCREDITOR AGREEMENT is entered into as a deed on 16 December, 2005

AMONG:

(1) THE COMPANIES named in Schedule 1 (collectively the “Companies” and each a “Company”);

(2) THE BANK OF NEW YORK as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity the “Collateral Agent”) under the Indenture (as defined below) and referred to herein as the “Subordinated Security Trustee”;

(3) THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND as Agent of the other Senior Secured Finance Parties (in such capacity, the “Agent”); and

(4) THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND as Security Trustee (in such capacity, the “Senior Security Trustee”) of the other Senior Secured Finance Parties.

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, unless the context otherwise requires:-

	“Additional Liabilities”		means in relation to a Secured Debt, any money or liability which arises or is incurred as a result of or in connection with:

			(a) any deferral, extension, novation or refinancing of that Secured Debt;

			(b) any claim for damages, restitution or otherwise made in connection with that Secured Debt;

			(c) any claim against a Company resulting from a recovery by that Company or any other person of a payment or discharge in respect of that Secured Debt on the grounds of preference or otherwise; or

			(d) any amount (including post-insolvency interest) which would be included in any of the foregoing but for any discharge, non-provability, unenforceability or non-allowability of the same in any insolvency or other proceedings;

	“Administrator”		means a person appointed under Schedule B1 of the Insolvency Act 1986 to manage a Company’s affairs, business and/or property;

	“Agreement”		means this intercreditor agreement;

	“Borrower”		means Murray International Metals Limited (Company Number 01241058) having its registered office at 95 High Street, Edgware, Middlesex HA8 7DB and each member of the Group which is or becomes a borrower under a Senior Finance Document;

	“Business Day”		means a day (other than a Saturday or Sunday) on which banks are generally open for business in Edinburgh and London;

	“Clawback”		means any payment or repayment to any of the Senior Secured Finance Parties or the Subordinated Secured Finance Parties (as the case may be) of monies received by them and applied in or towards the payment and discharge of any Secured Debt which is required by any agreement, law or regulation to be paid or repaid as the case may be to any Company or any other person;

	“Deed of Accession”		means a deed entered into pursuant to Clause 22 ( Transfers ) substantially in the form set out in Schedule 2 ( Form of Deed of Accession for New Parties );

	“Discharge of the Senior Secured Debt”		means payment or discharge in full of the Senior Secured Debt (other than any Senior Secured Debt that constitutes Excess Senior Secured Debt), whether or not as a result of enforcement;

	“Enforcement Action”		means in relation to any Secured Party, any action by such Secured Party whatsoever to:

			(a) declare prematurely due and payable (in respect of the Secured Debt held by such Secured Party which was not expressed to be on demand) all or any part of that Secured Debt;

			(b) recover or enforce all or any part of that Secured Debt (including by exercising any Security Enforcement Action) by action against any member of the Group;

			(c) petition for (or take any other procedural steps which may lead to) an Insolvency Event in relation to any member of the Group; or

			(d) commence legal proceedings (including an injunction or other process) against any Company;

	“Enforcement Date”		means the date on which a Secured Party takes any Security Enforcement Action;

	“Excess Senior Secured Debt”		means the Senior Secured Debt consisting of principal (including, the principal amount of any loan, the stated amount or reimbursement obligation of any Letter of Credit or similar amount (which for the avoidance of doubt shall not consist of interest, fees or indemnifications) in an aggregate amount exceeding the principal amount of Senior Secured Debt that could have been secured by a Permitted Lien (as defined in the Indenture as in effect on the date hereof) described in clause (16) of the definition thereof less (without duplication of any reductions effected pursuant to clause (2) of the definition of the term ‘Permitted Indebtedness (as defined in the Indenture as in effect on the date hereof)) any permanent reduction of the revolving commitments under the Senior Facility Agreement;

	“Group”		means the Companies and any Subsidiary of the Companies from time to time;

	“Indenture”		means the Indenture dated on or around the date of this Agreement among Pipe Acquisition Finance PLC, Pipe Acquisition Limited, the Guarantors (as defined therein), the Trustee and the Collateral Agent;

	“Insolvency Event”		means:

			(a) in relation to the Subordinated Secured Debt, an “Insolvency Event” as defined in the Indenture; or

			(b) in relation to the Senior Secured Debt, any of the events described in Clause 28.6 ( Insolvency ) to 28.8 ( Creditors’ Process ) of the Senior Facility Agreement or any

			analogous procedure in any jurisdiction;

	“Letter of Credit”		means any letter of credit, guarantee, performance bond, indemnity or other instrument in a form requested by the Borrower and agreed by the Agent and Issuing Bank in accordance with the terms of the Senior Facility Agreement;

	“Newbridge Lease”		means the lease dated on or around the date of this Agreement between Steels (UK) QRS 16-58, Inc. as landlord and Murray International Metals Limited as tenant in respect of the land and buildings located at Newbridge Industrial Estate, Newbridge, Midlothian;

	“Note Documents”		means the Indenture, the Notes (as defined in the Indenture), the Guarantees (as defined in the Indenture) and the Subordinated Security Documents;

	“Noteholder”		means a Holder of Notes as such terms are defined in the Indenture;

	“Party”		means a party to this Agreement;

	“Real Property”		means the property at 49 Coniscliffe Road, Darlington registered at H.M. Land Registry under title number DU41858;

	“Receiver”		means a receiver or receiver and manager or administrative receiver of the whole or any part of the assets of a Company which from time to time are, or are expressed to be, the subject of the Security created or purported to be created pursuant to the Security Documents;

	“Relevant Documents”		means in connection with the Senior Secured Debt, any of the Senior Finance Documents and in connection with the Subordinated Secured Debt, the Note Documents;

	“Responsible Officer”		has the meaning given to that term in Clause 1.7;

	“Secured Debt”		means each of the Senior Secured Debt and the Subordinated Secured Debt;

	“Secured Parties”		means each of the Senior Secured Finance Parties and the

			Subordinated Secured Finance Parties;

	“Security”		means any mortgage, charge, pledge, lien or other security interest granted over any asset securing any obligation of any person, or any other agreement or arrangement having a similar effect;

	“Security Trustee”		means each of the Senior Security Trustee and the Subordinated Security Trustee;

	“Security Documents”		means in connection with the Senior Secured Debt, the Senior Security Documents and in connection with the Subordinated Secured Debt, the Subordinated Security Documents;

	“Security Enforcement Action”		means in relation to any Secured Party, any action whatsoever by such Secured Party to exercise or enforce any Security conferred on or for the benefit of it or any other Secured Party by the Security Documents on any asset of a Company, including without limitation any such action to:

			(a) enforce such Security by disposal (by sale or otherwise) of any such asset;

			(b) appoint a Receiver for the orderly sale or liquidation of any such asset;

			(c) appoint an Administrator;

			(d) exercise any right of set-off or combination of accounts or by way of attachment by such Secured Party against any such asset;

			(e) commence legal proceedings (including an injunction or other process) against any Company for the purpose of enforcing such Security; and

			(f) crystallise any floating charge in any Security Document.

	“Senior Secured Debt”		means all present and future liabilities and obligations (whether actual or contingent) which now or hereafter may be or become due and owing by the Companies or any of them to the Senior Secured Finance Parties under or pursuant to the Senior Finance Documents

			together with all Additional Liabilities relating thereto (including any increase or reinstatement of such liabilities resulting from the operation of a Clawback);

	“Senior Security Documents”		means the “Transaction Security Documents” as defined in the Senior Facility Agreement;

	“Senior Facility Agreement”		means the facility agreement dated on or around the date of this Agreement among, inter alia , the Borrower and the Senior Secured Finance Parties in relation to multicurrency revolving credit facilities of up to £27,000,000;

	“Senior Finance Documents”		means the “Finance Documents” as defined in the Senior Facility Agreement;

	“Senior Secured Finance Parties”		means the “Finance Parties” as defined in the Senior Facility Agreement;

	“Subordinated Secured Debt”		means all present and future liabilities and obligations (whether actual or contingent and whether owed jointly or severally or in any capacity whatsoever) which now or hereafter may be or become due and owing by the Companies or any of them to the Subordinated Secured Finance Parties pursuant to the Subordinated Security Documents together with all Additional Liabilities relating thereto (including any increase or reinstatement of such liabilities resulting from the operation of a Clawback);

	“Subordinated Secured Finance Parties”		means the Trustee, the Collateral Agent and the Noteholders ;

	“Subordinated Security Documents”		means the “Collateral Agreements” as defined in the Indenture;

	“Subordinated Security Trustee Amounts”		means the fees, costs and expenses of the Subordinated Security Trustee (for the avoidance of doubt, including any amount payable to the Trustee personally by way of indemnity, remuneration or to reimburse it for expenses incurred) payable to the Subordinated Security Trustee for its own account pursuant to the Note Documents and the costs of any actual or attempted Security Enforcement Action in accordance with the provisions of this

Agreement and the Indenture (including legal and other professional advisory fees) which are recoverable pursuant to the terms of the Indenture (including guarantees of such amounts contained therein) or any other document entered into in connection with the issuance of the Notes (as defined in the Indenture), but excluding any costs and expenses incurred in respect of bringing any suit, claim, action or proceedings against the Agent or any other Senior Secured Finance Party.

1.2 In this Agreement, a reference to:-

1.2.1 any “ Company ” or any “ Secured Party ” or any other person shall include any person deriving title from them or any permitted assigns and permitted transferees and in the case of any Secured Party that is the Agent, the Trustee, the Collateral Agent, the Subordinated Security Trustee or the Senior Security Trustee, any person for the time being appointed as such under this Agreement;

1.2.2 a document is a reference to that document as amended, novated, supplemented or replaced in whole or in part (however fundamentally);

1.2.3 an enactment includes references to any amendment, enactment and/or legislation subordinate to that enactment and/or any permission of whatever kind under the enactment;

1.2.4 a “ Clause ”, “ paragraph ”, “ sub-paragraph ” or the “ Schedule ” are to a clause, paragraph, sub-paragraph of, and the schedule to, this Agreement;

1.2.5 A Company “ repaying ” or “ prepaying ” Senior Secured Debt includes:

(a) that Company providing cash cover for any Letter of Credit;

(b) the maximum amount payable under any Letter of Credit being reduced or cancelled in accordance with its terms; or

and the amount by which any Letter of Credit is repaid or prepaid under sub-paragraphs 1.2.5(a) and (b) above is the amount of the relevant cash cover or reduction.

1.3 Words in the singular shall import the plural and vice versa .

1.4 The headings in this Agreement shall not affect its interpretation.

1.5 Unless the context dictates otherwise, terms defined in the Senior Facility Agreement shall bear the same meaning in this Agreement.

1.6 All obligations and undertakings in favour of each of the Agent and the Senior Security Trustee contained in this Agreement or any actions taken by it under this Agreement are made, created and entered into in favour of it in its capacity as such for and on behalf of the Senior Secured Finance Parties from time to time on the terms set out in the Senior Facility Agreement, and all obligations and undertakings in favour of each of the Trustee and the Subordinated Security Trustee contained in this Agreement or any actions taken by it under this Agreement are made, created and entered into in favour of it in its capacity as such for and on behalf of the Noteholders from time to time on the terms set out in the Indenture.

1.7 References to actual knowledge of the Subordinated Security Trustee shall be construed to mean that the Subordinated Security Trustee shall not be charged with knowledge (actual or otherwise) of the existence of facts that would impose an obligation on it to make any payment or prohibit it from making any payment unless a Responsible Officer of the Subordinated Security Trustee has received written notice from the Agent or the Senior Security Trustee by 10 a.m. on the previous Business Day (or earlier) that such payments are required or prohibited by this Agreement. For the purposes of this Agreement, delivery of the notice will be effective only when actually received by a Responsible Officer and then only if it is expressly marked for the attention of a Responsible Officer; and a “ Responsible Officer ” in this Agreement means any person who (i) is an officer within the corporate trust and agency department of the Subordinated Security Trustee, including any vice president, assistant vice president, assistant treasurer, trust officer or any other officer of the Subordinated Security Trustee who customarily performs functions similar to those performed by these officers or (ii) is notified by the Subordinated Security Trustee as identified herein in accordance with Clause 18 ( Notices ).

2. PURPOSE AND PRIORITY OF SECURITY

2.1 The purpose of this Agreement is that, subject only as expressly provided in this Agreement to the contrary, all Security conferred on or for the benefit of the Secured Parties by the Security Documents will for all purposes and at all times:

2.1.1 in the case of the Security conferred on or for the benefit of the Senior Secured Finance Parties by the Senior Security Documents,

(a) secure the Senior Secured Debt in priority to the Security conferred on the Subordinated Secured Finance Parties by the Subordinated Security Documents; and

(b) rank as Security for the Senior Secured Debt in priority to the Security for the Subordinated Secured Debt,

in each case, to the extent that such Senior Secured Debt does not constitute Excess Senior Secured Debt; and

2.1.2 all Security conferred on or for the benefit of the Subordinated Secured Finance Parties by the Subordinated Security Documents,

(a) secure the Subordinated Secured Debt in priority to the Security conferred on the Senior Secured Finance Parties by the Senior Security Documents; and

(b) rank as Security for the Subordinated Secured Debt in priority to the Security for the Senior Secured Debt,

in each case, to the extent that such Senior Secured Debt constitutes Excess Senior Secured Debt,

and that as between the Senior Secured Finance Parties and the Subordinated Secured Finance Parties such order of priorities shall prevail irrespective of whether or not an Insolvency Event shall have occurred so that before and after the occurrence of an Insolvency Event, and unless expressly provided to the contrary in this Agreement, a Security which ranks after other Security in the foregoing order of priorities shall be subordinate to those other Security as provided herein.

2.2 Purpose

2.2.1 Each Security Trustee agrees on behalf of itself and the other Secured Parties on whose behalf it acts, to regulate its and their rights in respect of the Security conferred on such Secured Parties under their Security Documents in the manner set out in this Agreement.

2.2.2 Each Company enters into this Agreement for the purpose of acknowledging the arrangements among the Secured Parties regulating their rights in respect of the Security conferred on such Secured Parties under their Security Documents in the manner set out in this Agreement; and:

(a) expressly authorises them to enforce their Relevant Documents in such order as provided for in this Agreement or in such other order as the Secured Parties may agree between themselves; and

(b) irrevocably waives any rights which it may now or in future have to challenge or have set aside any arrangements as agreed between the Secured Parties.

2.2.3 None of the undertakings in this Agreement on the part of any Secured Party is given to any Company or any other person (other than a Secured Party) or shall be enforceable by any Company or any other person (other than a Secured Party).

2.2.4 Each Company undertakes to each Secured Party to comply with the provisions of this Agreement at all times and not in any way to prejudice or affect the enforcement of those provisions or to do or omit to do anything in breach of the terms of this Agreement.

2.2.5 Not in limitation, but in furtherance of the agreements set forth in Clause 2.2.2, each of the Security Trustees agree, on behalf of itself and the other Secured Parties on whose behalf it is acting, that neither it nor any of them shall (and hereby waives, on behalf of itself and those other Secured Parties any right to) take any action to contest or challenge (or assist or support any other person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including any proceeding arising in connection with an Insolvency Event), the validity, priority or perfection of Security conferred on the other Secured Parties under their Security Documents.

2.2.6 No Senior Secured Finance Party shall be responsible to any Subordinated Secured Finance Party for any action taken or not taken in relation to the Senior Security Documents provided in each case they acted in good faith and not in contravention of the terms hereof, and no Subordinated Secured Finance Party shall be responsible to any Senior Secured Finance Party for any action taken or not taken in relation to the Subordinated Security Documents provided in each case they acted in good faith and not in contravention of the terms hereof.

2.3 Real Property

The Security constituted by the Security Documents includes a legal charge over the Real Property and the Parties acknowledge for the purposes of complying with any registration requirements of H.M. Land Registry or otherwise that the reference to “Security” in this Agreement includes the legal charge over the Real Property and the priority of the Security as set out in Clause 2.1 applies to such Real Property.

3. CREDITORS UNDERTAKINGS

3.1 Until the Discharge of the Senior Secured Debt, except with the prior written consent of the Agent, the Subordinated Secured Finance Parties shall not:

3.1.1 amend, vary, waive or release any term of any of the Note Documents that is in the reasonable opinion of the Agent adverse in any material respect to the rights of any Senior Secured Finance Party; or

3.1.2 take or omit to take any action whereby the rights conferred upon the Senior Secured Finance Parties pursuant to and as contemplated by this Agreement may be impaired.

3.2 In the event that any term of any Note Document is amended, varied, waived or released in any respect the Subordinated Security Trustee will as soon as reasonably practicable following such amendment, variation, waiver or release, deliver to the Senior Security Trustee a copy of any such amendment, variation, waiver or release.

4. SUPREMACY OF AGREEMENT

4.1 If there is any inconsistency between the terms of this Agreement and the terms of any Note Document or any Senior Finance Document, the terms of this Agreement shall prevail; provided , however , that no term of this Agreement shall relieve any member of the Group of any of its obligations under any Note Document or any Senior Finance Document and provided further, for the avoidance of doubt, nothing in this Agreement shall prevent payment of any amounts (prior to the taking of any Enforcement Action) payable to the Trustee, each Security Trustee, the Agent or the Collateral Agent, as the case may be, at any time as and when the same are due and payable.

5. TURNOVER

5.1 Turnover Obligations

If at any time after an Enforcement Date:

5.1.1 any Secured Party receives a payment from any Security Enforcement Action made by or on behalf of such Secured Party; or

5.1.2 any Secured Party receives a payment from the trustee in bankruptcy, liquidator, other insolvency practitioner or similar officer, assignee or other person distributing the assets of any Company that are subject of any Security conferred upon such Secured

Party under its Security Documents or their proceeds following the occurrence of an Insolvency Event,

then such Secured Party shall hold the same on trust for and promptly pay to (a) u

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