INTERCREDITOR AGREEMENT

1.1.                               “ Additional Notes ” means any Notes issued under the Indenture after the date of the Indenture, as part of the same series as the Initial Notes.

1.2.                               “ Agent ” shall mean each of the GMAC Facility Agent and the Note Agent.

1.3.                               “ Agreements ” shall mean, collectively, the GMAC Facility Loan Documents and the Note Documents.

1.4.                               “ Collateral ” shall mean all assets and properties of any kind whatsoever, real or personal, tangible or intangible and wherever located, of each Obligor, except assets and properties expressly excluded pursuant to the GMAC Facility Loan Documents or the Note Documents.

1.5.                               “ GMAC Borrowers ” shall mean Edgen Carbon Products Group, L.L.C. and Edgen Alloy Products Group, L.L.C., together with each of their permitted successors and assigns, including, without limitation, any receiver, trustee or debtor-in-possession on behalf of such Person or on behalf of any such permitted successor or assign.

1.6.                               “ GMAC Facility Debt ” shall mean any and all obligations, liabilities and indebtedness of every kind, nature and description owing by any Obligor to GMAC Facility Agent and the GMAC Facility Lenders evidenced by or arising under the GMAC Facility Loan Documents, whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, including principal, interest, charges, fees, costs, indemnities and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the GMAC Facility Loan Agreement or after the commencement of any Insolvency Proceeding with respect to any Obligor (and including, without limitation, the payment of interest which would accrue and become due but for the commencement of such Insolvency Proceeding whether or not such interest is allowed or allowable in whole or in part in any such Insolvency Proceeding).

1.7.                               “ GMAC Facility Lenders ” shall mean GMAC CF, each of the other lenders now or hereafter party to the GMAC Facility Loan Agreement, and their successors and assigns (including any other lender or group of lenders that at any time succeeds to or refinances, replaces or substitutes for all or any portion of the GMAC Facility Debt at any time and from time to time).

1.8.                               “ GMAC Facility Loan Agreement ” shall mean the Amended and Restated Loan and Security Agreement, dated as of February 1, 2005, among the GMAC Facility Agent, the GMAC Facility Lenders, the GMAC Borrowers and the GMAC Guarantors, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed or restated.

1.9.                               “ GMAC Facility Loan Documents ” shall mean the GMAC Facility Loan Agreement and all agreements, documents and instruments at any time executed and/or delivered by any Obligor or any other Person with, to or in favor of GMAC Facility Agent and the GMAC Facility Lenders in connection therewith or related thereto, as all of the foregoing now exist or may hereafter be amended, modified, supplemented, extended, renewed or restated.

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1.10.                         “ GMAC Guarantors ” shall mean any guarantor of the GMAC Facility Debt from time to time, together with each of their permitted successors and assigns, including, without limitation, any receiver, trustee or debtor-in-possession on behalf of such Person or on behalf of any such permitted successor or assign.

1.11.                         “ Initial Notes ” means the first $105.0 million aggregate principal amount of Notes issued under the Note Agreement on the date of the Note Agreement.

1.12.                         “ Insolvency Proceeding ” shall mean, as to any Person, any of the following: (i) any case or proceeding with respect to such Person under the U.S. Bankruptcy Code or any other Federal, State or foreign bankruptcy, insolvency, reorganization or other law affecting creditors’ rights or any other or similar proceedings seeking any stay, reorganization, arrangement, composition or readjustment of the obligations and indebtedness of such Person, or (ii) any proceeding seeking the appointment of any trustee, receiver, liquidator, custodian or other insolvency official with similar powers with respect to such Person or any of its assets, or (iii) any proceeding for liquidation, dissolution or other winding up of the business of such Person, or (iv) any assignment for the benefit of creditors or any marshalling of assets of such Person.

1.13.                         “ Insurance Proceeds ” shall mean proceeds or payments from insurance with respect to any loss, casualty or damage to the Collateral.

1.14.                         “ Inventory ” shall mean and include as to each Person all of such Person’s now owned or hereafter acquired goods, merchandise and other personal property, wherever located, to be furnished under any contract of service or held for sale or lease, all raw materials, work in process, finished goods and materials and supplies of any kind, nature or description which are or might be used or consumed in such Person’s business or used in selling or furnishing such goods, merchandise and other personal property, all other inventory of such Person, and all documents of title or other documents representing them.

1.15.                         “ Lenders ” shall mean, collectively, GMAC Facility Agent, GMAC Facility Lenders, Note Agent and Noteholders, and their respective successors and assigns, being sometimes referred to herein individually as a “ Lender ”.

1.16.                         “ Lien ” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance (including, but not limited to, easements, rights of way and the like), lien (statutory or other), security agreement or transfer intended as security, including without limitation, any conditional sale or other title retention agreement, the interest of a lessor under a capital lease or any financing lease having substantially the same economic effect as any of the foregoing.

1.17.                         “ Lien Enforcement Action ” means (a) any action by any Lender to foreclose on the Lien of such Person in any Collateral, (b) any action by any Lender to take possession of, sell or otherwise realize (judicially or non-judicially) upon any Collateral (including, without limitation, by setoff or notification of account debtors but excluding all remittance of collections to blocked accounts established by or for the benefit of the GMAC Facility Agent and/or the GMAC Facility Lenders), and/or (c) the commencement by any Lender

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of any legal proceedings against any Obligor or with respect to any Collateral to facilitate the actions described in (a) and (b) above.

1.18.                         “ Maximum GMAC Facility Debt ” shall mean $25,000,000.

1.19.                         “ Note Agreement ” shall mean the Indenture dated as of February 1, 2005, among the Note Agent, the Trustee, the Noteholders, Edgen and the guarantors party thereto from time to time, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed or restated.

1.20.                         “ Note Collateral ” shall mean all Collateral, excluding the Working Capital Collateral.

1.21.                         “ Note Debt ” shall mean all obligations, liabilities and indebtedness of every kind, nature and description owing by any Obligor to the Note Agent, the Trustee or any Noteholder evidenced by or arising under the Note Documents, whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, including principal, interest, charges, fees, costs, indemnities and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the Note Documents or after the commencement of any Insolvency Proceeding with respect to any Obligor (and including, without limitation, the payment of interest which would accrue and become due but for the commencement of such Insolvency Proceeding, whether or not such interest is allowed or allowable in whole or in part in any such Insolvency Proceeding).

1.22.                         “ Note Documents ” shall mean the Note Agreement and all agreements, documents and instruments at any time executed and/or delivered by any Obligor or any other Person with, to or in favor of the Note Agent, the Trustee or any Noteholder in connection therewith or related thereto, as all of the foregoing now exist or may hereafter be amended, modified, supplemented, extended, renewed or restated.

1.23.                         “ Noteholders ” shall mean each Person in whose name a Note is registered on the books of the Registrar (as defined in the Note Agreement).

1.24.                         “ Note Guarantors ” shall mean any guarantor of the Note Debt from time to time, together with each of their permitted successors and assigns, including, without limitation, any receiver, trustee or debtor-in-possession on behalf of such Person or on behalf of any such permitted successor or assign.

1.25.                         “ Notes ” means the 9 7/8% Senior Secured Notes due 2011 (including without limitation, Additional Notes).

1.26.                         “ Obligors ” shall mean, collectively, the GMAC Borrowers, GMAC Guarantors, Edgen and Note Guarantors, and shall include each of their permitted successors and assigns, including, without limitation, a receiver, trustee or debtor-in-possession on behalf of such Person or on behalf of any such permitted successor or assign (each individually, an “ Obligor ”).

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1.27.                         “ Person ” or “ person ” shall mean any individual, sole proprietorship, partnership, corporation (including without imitation, any corporation which elects subchapter S status under the Internal Revenue Code of 1986, as amended), limited liability company, limited liability partnership, business trust, unincorporated association, joint stock company, trust, joint venture, or other entity or any government or any agency or instrumentality or political subdivision thereof.

1.28.                         “ Receivables ” shall mean and include, as to any Person, all accounts (including, without limitation, all health-care insurance receivables), contract rights, instruments (including promissory notes and other instruments evidencing indebtedness owed to such Person by any Affiliate (as defined in the GMAC Facility Loan Agreement) of such Person), documents, chattel paper (whether tangible or electronic), general intangibles relating to accounts, drafts and acceptances, and all other forms of obligations owing to such Person, each of which is arising out of or in connection with the sale, lease or other disposition of Inventory or the rendition of services, and all guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether or not specifically sold or assigned to GMAC Facility Agent under the GMAC Facility Loan Documents.

1.29.                         “ Release Event ” means, individually and collectively, a Release Event (GMAC) and/or a Release Event (Note).

1.30.                         “ Release Event (GMAC) ” means (a) prior to the occurrence of an Insolvency Proceeding by or against any Obligor: the occurrence and continuance of an Event of Default (as such term is defined in the GMAC Facility Loan Agreement) or the taking of any Lien Enforcement Action with respect to the Working Capital Collateral by the GMAC Facility Agent or the GMAC Facility Lenders, provided that any Release Event (GMAC) occurring prior to an Insolvency Proceeding by or against any Obligor shall cease to constitute a Release Event (GMAC) as of the occurrence of such Insolvency Proceeding if the GMAC Facility Lenders continue making loans or providing letter of credit accommodations (whether pursuant to the GMAC Facility Loan Documents or otherwise) or consent to the use of cash collateral after the occurrence of such Insolvency Proceeding, or (b) after the occurrence of an Insolvency Proceeding by or against any Obligor: the occurrence of any of the following: (i) the entry of an order of a Bankruptcy Court pursuant to Section 363 of the U.S. Bankruptcy Code authorizing the sale of any portion of any Obligor’s assets or (ii) the taking of any Lien Enforcement Action described in clauses (a) and (b) of the definition of such term with respect to Working Capital Collateral by the GMAC Facility Agent or the GMAC Facility Lenders or the entry of an order of a Bankruptcy Court pursuant to Section 362 of the U.S. Bankruptcy Code vacating the automatic stay and authorizing the GMAC Facility Agent or the GMAC Facility Lenders to take any Lien Enforcement Action with respect to Working Capital Collateral.

1.31.                         “ Release Event (Note) ” means (a) prior to the occurrence of an Insolvency Proceeding by or against any Obligor: the occurrence and continuance of an Event of Default (as such term is defined in the Note Agreement) or the taking of any Lien Enforcement Action with respect to the Note Collateral by the Note Agent or the Noteholders, provided that any Release Event (Note) occurring prior to an Insolvency Proceeding by or against any Obligor shall cease to constitute a Release Event (Note) as of the occurrence of such Insolvency Proceeding if the Noteholders consent to the use of cash collateral after the occurrence of such Insolvency

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Proceeding, or (b) after the occurrence of an Insolvency Proceeding by or against any Obligor: the occurrence of any of the following: (i) the entry of an order of a Bankruptcy Court pursuant to Section 363 of the U.S. Bankruptcy Code authorizing the sale of any portion of any Obligor’s assets or (ii) the taking of any Lien Enforcement Action described in clauses (a) and (b) of the definition of such term with respect to Note Collateral by the Note Agent or the Noteholders or the entry of an order of a Bankruptcy Court pursuant to Section 362 of the U.S. Bankruptcy Code vacating the automatic stay and authorizing the Note Agent or the Noteholders to take any Lien Enforcement Action with respect to Note Collateral.

1.32.                         “ Stock Purchase Agreement ” shall mean the Stock Purchase Agreement, dated as of December 31, 2004, among Edgen Acquisition Corporation, as Purchaser, Edgen, the stockholders party thereto as Sellers, and the Sellers’ Representative (as defined therein).

1.33.                         “ Working Capital Collateral ” shall mean all Receivables and Inventory of the Obligors, wherever located and whether now in existence or hereafter arising, together with all of each Obligor’s right, title and interest in and to (i) all merchandise returned or rejected by Customers (as defined in the GMAC Facility Loan Agreement), relating to or securing any of the Receivables; (ii) all of each Obligor’s rights as a consignor, a consignee, an unpaid vendor, mechanic, artisan, or other lienor, including stoppage in transit, setoff, detinue, replevin, reclamation and repurchase; (iii) all supporting obligations and all additional amounts due to any Obligor from any Customer relating to the Receivables; (iv) all supply agreements and agreements with Customers with respect to Receivables and Inventory, indemnification claims under the Acquisition Documents (as defined in the GMAC Facility Loan Agreement) solely to the extent relating to Receivables and Inventory, and warranty claims relating to any Inventory; (v) if and when obtained by any Obligor, all real and personal property of third parties in which such Obligor has been granted a lien or security interest as security for the payment or enforcement of Receivables; (vi) commercial tort claims solely to the extent related to any of the foregoing; and (vii) all Term Intercompany Notes (as defined in the GMAC Facility Loan Agreement) required under the terms of Section 6.11(ii) of the GMAC Facility Loan Agreement to be secured by the security agreement described in such Section; all of each Obligor’s ledger sheets, ledger cards, files, correspondence, records, books of account, business papers, computer software (owned by any Obligor or in which it has an interest), computer programs, tapes, disks and documents relating to any of the foregoing; and all proceeds and products of all of the foregoing in whatever form, including, but not limited to: cash, deposit accounts (whether or not comprised solely of proceeds), certificates of deposit, Insurance Proceeds (including hazard, flood and credit insurance), negotiable instruments and other instruments for the payment of money, chattel paper, security agreements, documents, eminent domain proceeds, condemnation proceeds and tort claim proceeds.

1.34.                         All terms defined in the Uniform Commercial Code as in effect in the State of New York, unless otherwise defined herein shall have the meanings set forth therein.  All references to any term in the plural shall include the singular and all references to any term in the singular shall include the plural.

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2.                                        SECURITY INTERESTS; PRIORITIES; REMEDIES

2.1.                               GMAC Facility Agent hereby acknowledges that Note Agent, for the benefit of itself, the Trustee and the Noteholders, has been granted Liens upon all of the Collateral pursuant to the Note Documents to secure the Note Debt.  Note Agent hereby acknowledges that GMAC Facility Agent, for the benefit of the GMAC Facility Lenders, (a) has been granted Liens upon all of the Working Capital Collateral pursuant to the GMAC Facility Loan Documents to secure the GMAC Facility Debt and (b) may, at the option of one or more Obligors, be granted Liens upon the Note Collateral pursuant to the GMAC Facility Loan Documents to secure the GMAC Facility Debt.

2.2.                               Notwithstanding the order or time of attachment, or the order, time or manner of perfection, or the order or time of filing or recordation of any document or instrument, or other method of perfecting a Lien in favor of each Agent in any Collateral, and notwithstanding any conflicting terms or conditions which may be contained in any of the Agreements, the Liens of GMAC Facility Agent with respect to the Working Capital Collateral to the extent that such Liens secure the GMAC Facility Debt have and shall have priority over the Liens of Note Agent with respect to the Working Capital Collateral and such Liens are and shall be junior and subordinate to the Liens of GMAC Facility Agent with respect to the Working Capital Collateral to the extent that such Liens secure the GMAC Facility Debt, in each case to the extent such Liens of GMAC Facility Agent are valid, perfected and enforceable.  Notwithstanding the order or time of attachment, or the order, time or manner of perfection, or the order or time of filing or recordation of any document or instrument, or other method of perfecting a Lien in favor of each Agent in any Collateral, and notwithstanding any conflicting terms or conditions which may be contained in any of the Agreements, the Liens of Note Agent with respect to the Note Collateral to the extent that such Liens secure the Note Debt have and shall have priority over the Liens of GMAC Facility Agent with respect to the Note Collateral and such Liens are and shall be junior and subordinate to the Liens of Note Agent with respect to the Note Collateral to the extent that such Liens secure the Note Debt, in each case to the extent such Liens of Note Agent are valid, perfected and enforceable.

2.3.                               The priorities of the Liens provided in Section 2.2 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement or refinancing of the GMAC Facility Debt or the Note Debt, nor by any action or inaction which any of the Lenders may take or fail to take in respect of the Collateral.  GMAC Facility Agent agrees not to subordinate, or otherwise voluntarily relinquish the benefits of, its Lien in any Working Capital Collateral to the Lien, indebtedness or claim of any other creditor of any Obligor without the prior written consent of Note Agent.  Note Agent agrees not to subordinate, or otherwise voluntarily relinquish the benefits of, its Lien in any Note Collateral to the Lien, indebtedness or claim of any other creditor of any Obligor without the prior written consent of GMAC Facility Agent.

2.4.                               Subject to Sections 2.2 and 2.9, (w) after the occurrence and during the continuance of an Event of Default (as defined in the GMAC Facility Loan Documents) of which GMAC Facility Agent has provided written notice to the Note Agent in accordance with Section 4.7 (provided that the foregoing notice shall be deemed to have been given automatically upon Edgen’s issuance of a Change of Control Offer (as defined in Section 4.10 of the Note

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Agreement)), (x) after the occurrence and during the continuance of an Event of Default (as defined in the Note Documents) of which Note Agent has provided written notice to GMAC Facility Agent in accordance with Section 4.7, (y) after the exercise of remedies by GMAC Facility Agent and/or Note Agent and/or (z) after the acceleration by the GMAC Facility Agent of any GMAC Facility Debt or the acceleration by Note Agent or any Noteholder of any Note Debt,(A) (i) all proceeds of Working Capital Collateral and (ii) all Insurance Proceeds in connection with a casualty event with respect to Working Capital Collateral shall each be applied to the GMAC Facility Debt prior to the application of any such proceeds to the Note Debt; and (B) (i) all proceeds of Note Collateral and (ii) Insurance Proceeds in connection with a casualty event with respect to Note Collateral shall each be applied to the Note Debt prior to the application of any such proceeds to the GMAC Facility Debt; provided , however , that in all other cases such proceeds shall be applied (I) with respect to Working Capital Collateral, as set forth in the GMAC Facility Loan Agreement, and (II) with respect to Note Collateral, as set forth in the Note Agreement.  All proceeds of (x) the Working Capital Collateral received by GMAC Facility Agent or the GMAC Facility Lenders after the GMAC Facility Debt has been paid in full in cash and the GMAC Facility Loan Documents have been irrevocably terminated shall be forthwith paid over, in the funds and currency received, to the Note Agent for application to the Note Debt (unless otherwise required by law) and (y) the Note Collateral received by Note Agent after the Note Debt has been paid in full in cash shall be forthwith paid over, in the funds and currency received, to the GMAC Facility Agent for application to the GMAC Facility Debt (but only to the extent that the GMAC Facility Agent has a Lien therein and unless otherwise required by law).  For purposes of this Section 2.4, payments made by the Obligors to Note Agent and the Noteholders in respect of the Note Debt with proceeds of loans by GMAC Facility Lenders to GMAC Borrowers shall not be construed to constitute proceeds of Working Capital Collateral.

2.5.                               Neither Agent shall be responsible to the other Agent for perfecting or maintaining the perfection of any Lien in and to any item constituting the Collateral in which the other Agent has been granted a Lien.  The foregoing provisions of this Intercreditor Agreement are intended solely to govern the respective Lien priorities as between the Agents and shall not impose on either Agent any obligations in respect of the disposition of proceeds of any Collateral which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or governmental authority or any applicable law.  Subject to the terms of this Intercreditor Agreement, Note Agent agrees that it will not contest (and will not support any other Person in contesting) the validity, perfection, priority or enforceability of the Liens of GMAC Facility Agent in the Collateral and GMAC Facility Agent agrees that it will not contest (and will not support any other Person in contesting) the validity, perfection, priority or enforceability of the Liens of Note Agent in the Collateral.

2.6.                               In the event that either Agent shall, in the exercise of its rights under its Agreements or otherwise, receive possession or control of any books and records of any Obligor which contain information identifying or pertaining to any Collateral in which the other Agent has been granted a Lien, the Agent shall notify the other Agent that it has received such books and records and shall, as promptly as practicable thereafter, make available to the Agent such books and records for inspection and duplication, provided that all reasonable out-of-pocket expenses incurred by the Agent in connection with making such books and records available to the other Agent shall be paid by the recipient Agent.

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2.7.                               Subject to the terms and conditions set forth in this Intercreditor Agreement, GMAC Facility Agent shall have the exclusive right to manage, perform and enforce its rights and remedies with respect to the Working Capital Collateral, to exercise and enforce all privileges and rights with respect thereto according to its discretion and the exercise of its business judgment, including, without limitation, the exclusive right to take or retake control or possession of such Working Capital Collateral and to hold, prepare for sale, process, sell, lease, dispose of, or liquidate such Working Capital Collateral. Subject to the terms and conditions set forth in this Intercreditor Agreement, Note Agent shall have the exclusive right to manage, perform and enforce its rights and remedies with respect to the Note Collateral, to exercise and enforce all privileges and rights with respect thereto according to its discretion and the exercise of its business judgment, including, without limitation, the exclusive right to take or retake control or possession of such Note Collateral and to hold, prepare for sale, process, sell, lease, dispose of, or liquidate such Note Collateral.

2.8.                               (A)                               Notwithstanding anything to the contrary contained in any of the Agreements but subject to Sections 2.9 and 2.10, prior to the time when GMAC Facility Lenders shall have received payment in full of all GMAC Facility Debt in cash and the GMAC Facility Loan Documents shall have been irrevocably terminated, during the continuance of a Release Event (GMAC) only the GMAC Facility Agent and the GMAC Facility Lenders shall have the right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of the Working Capital Collateral. In addition, the Obligors and the Lenders agree that any Asset Sale (as such term is defined in the Note Agreement) with respect to the sale, casualty or other disposition of Working Capital Collateral requiring a mandatory redemption of the Note Debt under Section 4.11 of the Note Agreement shall also require a mandatory prepayment under Section 2.13 of the GMAC Facility Loan Agreement.

(B)                                 Notwithstanding anything to the contrary contained in any of the Agreements but subject to Sections 2.9 and 2.10, prior to the time when Noteholders shall have received payment in full of all Note Debt in cash, during the continuance of a Release Event (Note) only the Note Agent and the Noteholders shall have the right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of the Note Collateral.

2.9.                               (A) Note Agent shall, at any time during the continuance of a Release Event (GMAC):

(a)                                   upon the request of the GMAC Facility Agent with respect to the Working Capital Collateral identified in such request as set forth below (which request shall specify the proposed terms of the sale and the type and amount of consideration to be received in connection therewith), release or cause to be released, or otherwise terminate or cause to be terminated, its Liens on such Working Capital Collateral, to the extent such Working Capital Collateral is to be sold or otherwise disposed of either by (i) the GMAC Facility Agent or its agents, or (ii) any Obligor with the consent of the GMAC Facility Agent or the GMAC Facility Lenders;

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(b)                                  deliver such release documents as the GMAC Facility Agent may reasonably require (which shall be prepared by the GMAC Facility Agent at its expense) in connection therewith; provided that:

(i)                                      such release shall not extend to or otherwise affect any of the rights of the Note Agent and the Noteholders to the proceeds from any such sale or other disposition of Working Capital Collateral, except to the extent such proceeds are applied in accordance with Section 2.9(A)(b)(ii),

(ii)                                   the GMAC Facility Agent and the GMAC Facility Lenders Lender shall promptly apply such proceeds as specified in the GMAC Facility Loan Agreement,

(iii)                                if any such sale or disposition results in a surplus after application of the proceeds to the GMAC Facility Debt, such surplus shall be paid to the Note Agent, the Trustee and the Noteholders, and

(iv)                               no such release documents shall be delivered (A) to any Obligor or (B) more than two (2) business days prior to the date of the closing of the sale or disposition of such Working Capital Collateral; provided , further , that if the closing of the sale or disposition of such Working Capital Collateral i