FIRST LIEN CREDIT AGREEMENT

Exhibit 10.12

EXECUTION COPY

 

 

$425,000,000

FIRST LIEN CREDIT AGREEMENT

among

EDGEN MURRAY II, L.P.,

EDGEN MERGER CO.,

as US Borrower,

EDGEN MURRAY CAYMAN CORPORATION,

as Cayman Borrower,

the several Lenders

from time to time parties hereto,

LEHMAN BROTHERS INC.

and

JEFFERIES FINANCE LLC,

as Joint Lead Arrangers and Joint Bookrunners

and

LEHMAN COMMERCIAL PAPER INC.,

as Syndication Agent, Administrative Agent

and UK Security Agent

Dated as of May 11, 2007

 

TABLE OF CONTENTS

 

 

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[The schedules and exhibits to this agreement have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to this agreement to the Securities and Exchange Commission upon its request.]

FIRST LIEN CREDIT AGREEMENT, dated as of May 11, 2007 (this “ Agreement ”), among EDGEN MURRAY II, L.P., a Delaware limited partnership (“ Holdings ”), EDGEN MERGER 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 Islands exempted company (the “ Cayman Borrower ”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “ Lenders ”), LEHMAN BROTHERS INC. and JEFFERIES FINANCE LLC, as joint lead arrangers and joint bookrunners (in such capacity, the “ Arrangers ”), LEHMAN COMMERCIAL PAPER INC., as syndication agent (in such capacity, the “ Syndication Agent ”), as administrative agent (and together with its permitted successors in such capacity, the “ Administrative Agent ”) and as UK security trustee and agent (and together with its permitted successors in such capacity, the “ UK Security Agent ”).

W I T N E S S E T H:

WHEREAS, pursuant to an Asset Purchase Agreement (the “ Acquisition Agreement ”), dated as of April 11, 2007, among Petro Steel International, LLC, a Pennsylvania limited liability company, Petro Steel International, L.P., a Pennsylvania limited partnership, Edgen Murray LLC, a Delaware limited liability company and a wholly-owned subsidiary of the U.S. Borrower (the “ Buyer ”), the US Borrower and the partners signatory thereto, the Buyer will acquire substantially all of the assets of Petro Steel International, LLC and Petro Steel International, L.P. (collectively, the “ Target ”) (the “ Acquisition ”);

WHEREAS, certain funds managed by Jefferies Capital Partners IV, LLC, management and one or more co-investors shall purchase equity in the US Borrower and PAL held by funds managed by FS Private Investments III LLC, certain members of management of Edgen Murray Corporation and PAL (as defined herein) and one or more co-investors in an amount not to exceed $380,000,000 (the “ Equity Investment ”);

WHEREAS, in connection with the foregoing, (a) the US Borrower and the Cayman Borrower have requested that the Lenders extend credit in the form of Term Loans hereunder, in an aggregate principal amount of $425,000,000, (b) the US Borrower has requested that the lenders under the Second Lien Credit Agreement extend credit in the form of Second Lien Term Loans, in an aggregate principal amount of $75,000,000, and (c) each of the Borrowers and the other borrowers party thereto has requested that the lenders under the Revolving Loan Agreement extend credit in the form of Revolving Loans and Letters of Credit (the “ Revolving Loans ”) pursuant to the Revolving Loan Agreement (as defined below) at any time and from time to time prior to the Maturity Date (as defined in the Revolving Loan Agreement), in an aggregate principal amount of up to $150,000,000 (plus up to an additional $25,000,000 to be available only for the issuance of letters of credit).

WHEREAS, the Lenders are willing to make such credit facilities available upon and subject to the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:

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SECTION 1. DEFINITIONS

1.1 Defined Terms . As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“ ABL Intercreditor Agreement ”: the intercreditor agreement among the US Borrower, the Cayman Borrower, Edgen Murray Canada Inc., the Guarantors party thereto, the Foreign Subsidiary Guarantors, JPMorgan Chase Bank, as US revolving collateral agent and US revolving administrative agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian revolving collateral agent and Canadian revolving administrative agent, and J.P. Morgan Europe Limited, as U.K. revolving collateral agent and U.K. revolving administrative agent, LCPI, as first lien term loan collateral agent, and LCPI, as second lien term loan collateral agent, substantially in the form of Exhibit S, as it may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time.

“ Acquisition ”: as defined in the preamble hereto.

“ Acquisition Agreement ”: as defined in the recitals hereto, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

“ Acquisition Documentation ”: collectively, the Acquisition Agreement and all schedules, exhibits, annexes and amendments thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith, in each case, as amended, supplemented, replaced or otherwise modified from time to time.

“ Administrative Agent ”: as defined in the preamble hereto.

“ Affiliate ”: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ Agents ”: the collective reference to the Syndication Agent, the UK Security Agent, the Administrative Agent, and other than for purposes of Section 9, the UAE Security Agent.

“ Aggregate Exposure ”: with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender’s Commitments at such time and (b) thereafter, the aggregate then unpaid principal amount of such Lender’s Term Loans.

“ Aggregate Exposure Percentage ”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the sum of the Aggregate Exposures of all Lenders at such time.

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“ Agreement ”: this Credit Agreement, as amended, supplemented, replaced or otherwise modified from time to time.

“ Applicable Margin ”: for each Type of Loan under each Facility, the rate per annum set forth opposite such Facility under the relevant column heading below:

 

; provided that, if the Whitewash Procedures are not completed within 45 days after the Closing Date, the Applicable Margin for each Type of Loan shall be increased by 0.50% until such time as the Whitewash Procedures are completed.

“ Arrangers ”: as defined in the preamble hereto.

“ Asset Sale ”: any Disposition of Property or series of related Dispositions of Property (excluding any issuance or sale of Capital Stock or any such Disposition permitted by clause (a), (b), (c) or (d) of Section 7.5). Notwithstanding the foregoing, the term “Asset Sale” shall not include any Disposition of Revolving Credit Primary Collateral (as defined in the ABL Intercreditor Agreement; provided that this sentence shall only apply prior to a Discharge of Revolving Credit Obligations (as defined in the ABL Intercreditor Agreement).

“ Assignee ”: as defined in Section 10.6(c).

“ Assignment and Acceptance ”: as defined in Section 10.6(c).

“ Assignor ”: as defined in Section 10.6(c).

“ Base Rate ”: for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus  ¹ / 2  of 1%. For purposes hereof: “ Prime Rate ” shall mean the prime lending rate as set forth on the British Banking Association Telerate Page 5 (or such comparable page as may, in the opinion of the Administrative Agent, replace such page for the purpose of displaying such rate), as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually available. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate, or the Federal Funds Effective Rate, respectively.

“ Base Rate Loans ”: Loans for which the applicable rate of interest is based upon the Base Rate.

“ Benefited Lender ”: as defined in Section 10.7.

“ Board ”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

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“ Borrowers ”: the US Borrower and the Cayman Borrower.

“ Borrowing Date ”: any Business Day specified by the US Borrower or the Cayman Borrower in a Borrowing Notice as a date on which the relevant Lenders are requested to make Loans hereunder.

“ Borrowing Notice ”: with respect to any request for borrowing of Loans hereunder, a notice from the US Borrower or the Cayman Borrower, as applicable, substantially in the form of, and containing the information prescribed by, Exhibit K, delivered to the Administrative Agent.

“ Business Day ”: (a) for all purposes other than as covered by clause (b) below, a day other than a Saturday, Sunday or other day on which commercial banks in New York City or London are authorized or required by law to close and (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, any day which is a Business Day described in clause (a) and which is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.

“ Canadian Benefit Plans ”: all material employee benefit plans maintained or contributed to by any Canadian Guarantor or any of its Subsidiaries that are not Canadian Pension Plans including, without limitation, all profit sharing, savings, supplemental retirement, retiring allowance, severance, pension, deferred compensation, welfare, bonus, incentive compensation, phantom stock, supplementary unemployment benefit plans or arrangements and all material life, health, dental and disability plans and arrangements in which the employees or former employees of Canadian Guarantor or any of its Subsidiaries employed in Canada participate or are eligible to participate, but excluding all stock option or stock purchase plans.

“ Canadian Guarantors ”: (a) Edgen Murray Canada Inc. and (b) each Subsidiary of Holdings that is incorporated under the laws of Canada or any province or territory thereof and that guarantees all or part of the UK Obligations or provides security for all or part of the UK Obligations after the Closing Date pursuant to Section 6.10.

“ Canadian Pension Plans ”: any plan, program or arrangement which is considered to be a pension plan for the purposes of any applicable pension benefits standards or tax statute and/or regulation in Canada established, maintained or contributed to by, or to which there is or may be an obligation to contribute by, any Canadian Guarantor or its Subsidiaries, their respective employees or former employees, other than any government sponsored plans with which any Canadian Guarantor or its Subsidiaries are required to comply, including the Canada Pension Plan or plans administered pursuant to applicable provincial health, tax, workers’, compensation and employment insurance legislation.

“ Canadian Security Agreement ”: the Canadian General Security Agreement granted by the Canadian Guarantors in favor of the UK Security Agent for the benefit of the UK Term Loan Lenders and the other UK Secured Parties named therein, substantially in the form of Exhibit N, as the same may be amended, supplemented or otherwise modified from time to time.

“ Capital Expenditures ”: for any period, with respect to any Person, the aggregate of all expenditures by such Person for the acquisition of fixed or capital assets or additions to

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equipment (including replacements, capitalized repairs and improvements during such period) which are required to be capitalized under GAAP or other applicable accounting standards on a balance sheet of such Person; provided, however, that Capital Expenditures shall not include any such expenditures which are: (a) made with the proceeds of any contribution of capital by Holdings or sale or issuance by Holdings of Capital Stock the proceeds of which have been contributed to the Borrowers; (b) Permitted Acquisitions or incurred by the Person acquired in any Permitted Acquisition prior to (but not in anticipation of) the closing of such Permitted Acquisition; (c) made with Net Proceeds reinvested in compliance with Section 2.12(c); or (d) financed with Indebtedness permitted pursuant to Section 7.2.

“ Capital Lease Obligations ”: with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP or other applicable accounting standards; and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP or other applicable accounting standards.

“ Capital Stock ”: any and all shares, interests, participations or other equivalents (however designated) of capital stock and shares of a corporation, shares in the capital of a company, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, right or options to purchase any of the foregoing; provided that Capital Stock shall not include any debt securities which are convertible into or exchangeable for any of the foregoing Capital Stock whether or not such debt securities include any right or participation with Capital Stock.

“ Cash Equivalents ”: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-2 by Standard & Poor’s Ratings Services (“ S&P ”) or P-2 by Moody’s Investors Service, Inc. (“ Moody’s ”), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the

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requirements of clause (b) of this definition; and (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

“ Cayman Mortgage Deed ”: the First Lien Cayman Share Mortgage Deed, entered into by (a) Holdings and the UK Security Agent for the benefit of the UK Term Loan Lenders and the other UK Secured Parties named therein and (b) Holdings and the Administrative Agent for the benefit of the Lenders to the US Borrower and the other US Secured Parties named therein in each case, substantially in the form of Exhibit O-1, as applicable, as the same may be amended, supplemented or otherwise modified from time to time.

“ Cayman Debenture ”: the First Lien Cayman Debenture entered into by the Cayman Borrower and the UK Security Agent for the benefit of the UK Term Loan Lenders and the other UK Secured Parties named therein, substantially in the form of Exhibit O-2, as the same may be amended, supplemented or otherwise modified from time to time.

“ Change of Control ”: the occurrence of any of the following events:

(a) prior to a Qualified IPO, (i) Edgen Murray II GP, LLC shall cease to be the sole general partner of Holdings, (ii) the JCP Entities shall cease to own, directly or indirectly, the Capital Stock of Edgen Murray II GP, LLC representing greater than 50% of the total voting power of all classes of Capital Stock of Edgen Murray II GP, LLC, (iii) the JCP Entities shall cease to own, directly or indirectly, greater than 20% of the limited partnership interests in Holdings, (iv) the Permitted Investors at any time shall fail directly or indirectly to own, or to have the power to vote or direct the voting of greater than 50.0% of the outstanding voting Capital Stock of Holdings, (v) if Holdings is converted into a corporation or a limited liability company, the Permitted Investors shall cease to own, directly or indirectly, greater than 50.1% of the outstanding voting Capital Stock of Holdings or the JCP Entities will shall cease to own, directly or indirectly, greater than 20% of the outstanding voting Capital Stock of Holdings;

(b) upon and following a Qualified IPO, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Investors, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause such person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, more than 35% of the aggregate voting power of the Capital Stock in Holdings entitled to vote (on a fully diluted basis) and such percentage owned is greater than the percentage of the aggregate voting power of the Capital Stock in Holdings entitled to vote (on a fully diluted basis) then owned by the Permitted Investors;

(c) Holdings shall cease to own and control, of record and beneficially, directly or indirectly, 100% of each class of outstanding Capital Stock of the US Borrower;

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(d) Holdings shall cease to own and control, of record and beneficially, directly or indirectly, 100% of each class of outstanding Capital Stock of the Cayman Borrower;

(e) a Specified Change of Control.

“ Closing Date ”: May 11, 2007.

“ Code ”: the Internal Revenue Code of 1986, as amended from time to time.

“ Collateral ”: all Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

“ Commitment ”: with respect to any Lender, the sum of the US Term Loan Commitment and the UK Term Loan Commitment of such Lender.

“ Commonly Controlled Entity ”: an entity, whether or not incorporated, that is under common control with the US Borrower or the Cayman Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the US Borrower or the Cayman Borrower and that is treated as a single employer under Section 414 of the Code.

“ Compliance Certificate ”: a certificate duly executed by a Responsible Officer, substantially in the form of Exhibit B.

“ Confidential Information Memorandum ”: the Confidential Information Memorandum dated April, 2007 and furnished to the initial Lenders in connection with the syndication of the Facilities.

“ Consolidated Current Assets ”: of any Person at any date, all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP or other applicable accounting standards, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of such Person and its Subsidiaries at such date.

“ Consolidated Current Liabilities ”: of any Person at any date, all amounts that would, in conformity with GAAP or other applicable accounting standards, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of such Person and its Subsidiaries at such date, but excluding, with respect to Holdings, (a) the current portion of any Funded Debt of Holdings and its Subsidiaries and (b), without duplication of clause (a) above, all Indebtedness consisting of Revolving Loans, to the extent otherwise included therein.

“ Consolidated EBITDA ”: of any Person for any period, Consolidated Net Income of such Person and its Subsidiaries for such period plus , without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) Consolidated Interest Expense of such Person and its Subsidiaries, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness, (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill) and

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organization costs and charges resulting from the impairment of intangibles, (e) any extraordinary, unusual or non-recurring expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, losses on sales of assets outside of the ordinary course of business), (f) any other non-cash charges, (g) any equity-based compensation expenses, (h) expenses associated with the application of purchase accounting, (i) costs and expenses associated with the Transactions, (j) customary and reasonable transaction expenses in connection with Permitted Investments (including Permitted Acquisitions) and any private or public offering of Capital Stock of Holdings or any direct holding company of Holdings which owns all of the issued and outstanding Capital Stock of Holdings to any Person, and minus , to the extent included in the statement of such Consolidated Net Income for such period, the sum of (a) interest income (except to the extent deducted in determining Consolidated Interest Expense), (b) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business) and (c) any other non-cash income, all as determined on a consolidated basis.

“ Consolidated Interest Expense ”: of any Person for any period, total cash interest expense (including that attributable to Capital Lease Obligations) of such Person and its Subsidiaries for such period with respect to all outstanding Indebtedness of such Person and its Subsidiaries (including, without limitation, all commissions, discounts and other fees and charges owed by such Person with respect to letters of credit and bankers’ acceptance financing and net costs of such Person under Hedge Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP or other applicable accounting standards).

“ Consolidated Leverage Ratio ”: as at the last day of any period of four consecutive fiscal quarters of Holdings, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA of Holdings and its Subsidiaries for such period; provided that for purposes of calculating Consolidated EBITDA of Holdings and its Subsidiaries for any period, (i) the Consolidated EBITDA of any Person acquired by Holdings or its Subsidiaries during such period shall be included on a pro forma basis for such period (assuming for purposes of the calculation of Consolidated EBITDA the consummation of such acquisition and the incurrence or assumption of any Indebtedness in connection therewith occurred on the first day of such period) if the consolidated balance sheet of such acquired Person and its consolidated Subsidiaries as at the end of the period preceding the acquisition of such Person and the related consolidated statements of operations and stockholders’ equity and of cash flows for the period in respect of which Consolidated EBITDA is to be calculated have been previously provided to the Administrative Agent and (ii) the Consolidated EBITDA of any Person Disposed of by Holdings or its Subsidiaries during such period shall be excluded for such period (assuming for purposes of the calculation of Consolidated EBITDA the consummation of such Disposition and the repayment of any Indebtedness in connection therewith occurred on the first day of such period).

“ Consolidated Net Income ”: of any Person for any period, the consolidated net income (or loss) of such Person and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP or other applicable accounting standards; provided ,

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that in calculating Consolidated Net Income of Holdings and its consolidated Subsidiaries for any period, there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of Holdings or is merged into or consolidated with Holdings or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary Holdings) in which Holdings or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by Holdings or such Subsidiary in the form of dividends or similar distributions, (c) the undistributed earnings of any Subsidiary of Holdings to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document, Second Lien Documentation or the Revolving Loan Agreement and related documentation) or Requirement of Law applicable to such Subsidiary and (d) unrealized capital gains and losses with respect to Hedging Agreements for such period or from the marking to market of derivative securities or securities held in deferred compensation plans.

“ Consolidated Total Debt ”: at any date, (a) the aggregate principal amount of all Indebtedness of Holdings and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP or other applicable accounting standards (net of the aggregate amount of cash and cash equivalents included in the cash accounts listed on the consolidated balance sheet of Holdings and its Subsidiaries as at such date) minus (b) to the extent included in the calculation thereof, the face amount of all issued and undrawn letters of credit.

“ Consolidated Working Capital ”: at any date, the difference of (a) Consolidated Current Assets of Holdings on such date less (b) Consolidated Current Liabilities of Holdings on such date.

“ Contractual Obligation ”: with respect to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.

“ Control Investment Affiliate ”: with respect to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ Default ”: any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Derivatives Counterparty ”: as defined in Section 7.6.

“ Disposition ”: with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof; and the terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.

“ Disqualified Stock ”: any Capital Stock (other than warrants, rights or options referenced in the definition thereof) of any Loan Party that any Loan Party is or, upon the passage of time or the occurrence of any event, becomes, at any time prior to six months after the

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final scheduled maturity of the Term Loans, obligated to redeem, purchase, retire or defease; provided that any Capital Stock that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof the right to require the issuer thereof to redeem such Capital Stock upon the occurrence of a change in control or an asset sale occurring prior to six months after the final scheduled maturity of the Term Loans shall not constitute Disqualified Capital Stock.

“ Dollars ” and “ $ ”: lawful currency of the United States of America.

“ Domestic Subsidiary ”: any Subsidiary of Holdings organized under the laws of any jurisdiction within the United States of America.

“ ECF Percentage ”: with respect to any fiscal year of Holdings, 50%; provided , that, with respect to any fiscal year of Holdings ending on or after December 31, 2008, the ECF Percentage shall be 25% if the Consolidated Leverage Ratio as of the last day of such fiscal year is not greater than 4.25 to 1.0, and 0% if the Consolidated Leverage Ratio as of the last day of such fiscal year is not greater than 3.50 to 1.0.

“ Edgen Murray Europe ”: Edgen Murray Europe Limited, a limited liability company incorporated under the laws of England and Wales with registered number 01241058.

“ Environmental Laws ”: any and all laws, rules, orders, regulations, statutes, ordinances, guidelines, codes, decrees, or other legally enforceable requirements (including, without limitation, common law) of any international authority, foreign government, the United States, Canada, or any state, provincial, territorial, local, municipal or other governmental authority, regulating, relating to or imposing liability or standards of conduct concerning protection of the environment or of human health, or employee health and safety, as has been, is now, or may at any time hereafter be, in effect.

“ Environmental Permits ”: any and all permits, licenses, approvals, registrations, notifications, exemptions and other authorizations required under any Environmental Law.

“ Equity Investment ”: as defined in the recitals hereto.

“ ERISA ”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ Eurocurrency Reserve Requirements ”: for any day, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including, without limitation, basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

“ Eurodollar Base Rate ”: with respect to each day during each Interest Period, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Page 3750

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of the Telerate screen as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on Page 3750 of the Telerate screen (or otherwise on such screen), the “ Eurodollar Base Rate ” for purposes of this definition shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent.

“ Eurodollar Loans ”: Loans for which the applicable rate of interest is based upon the Eurodollar Rate.

“ Eurodollar Rate ”: with respect to each day during each Interest Period, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):

 

“ Eurodollar Tranche ”: the collective reference to Eurodollar Loans for a Borrower the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“ Event of Default ”: any of the events specified in Section 8, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Excess Cash Flow ”: for any fiscal year of the US Borrower, the excess, if any, of (a) the sum, without duplication, of (i) Consolidated Net Income of Holdings and its Subsidiaries for such fiscal year, (ii) the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated Net Income, (iii) the amount of the decrease, if any, in Consolidated Working Capital of Holdings for such fiscal year, (iv) the aggregate net amount of non-cash loss on the Disposition of Property by Holdings and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income and (v) the net increase during such fiscal year (if any) in deferred tax accounts of Holdings minus (b) the sum, without duplication, of (i) the amount of all non-cash credits included in arriving at such Consolidated Net Income, (ii) the aggregate amount actually paid by Holdings and its Subsidiaries in cash during such fiscal year on account of Capital Expenditures, (iii) the aggregate amount of all prepayments of loans under the Revolving Loan Agreement (other than to the extent there is not an equivalent permanent reduction in the commitments thereunder) and all mandatory and optional prepayments of the Term Loans during such fiscal year, (iv) the aggregate amount of all regularly scheduled principal payments of Funded Debt (including, without limitation, the Term Loans) of Holdings and its Subsidiaries made during such fiscal year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), (v) the amount of the increase, if any, in Consolidated Working Capital of Holdings for such fiscal year, (vi) the aggregate net amount of non-cash gain on the Disposition of Property by Holdings and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income, (vii) the net decrease during such fiscal year (if any)

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in deferred tax accounts of Holdings, (viii) Restricted Payments made in cash and permitted under Section 7.6 hereof to the extent not already deducted in arriving at Consolidated Net Income, (ix) the amount paid in cash in respect of any permitted Investments (including Permitted Acquisitions) and cash earn-outs and royalty payments made to former owners of acquired businesses, and (x) fees, expenses or charges paid in cash related to any permitted Investments (including Permitted Acquisitions) and Dispositions permitted by Section 7.5 hereof.

“ Excess Cash Flow Application Date ”: as defined in Section 2.12(c).

“ Existing Indebtedness ”: (i) $130,000,000 Senior Secured Floating Rate Notes due 2010, (ii) $136,000,000 9 7/8% Senior Secured Notes due 2011, (iii) all Indebtedness outstanding in respect of the amended and restated loan and security agreement dated as of February 1, 2005, among Edgen Murray Corporation, the lenders party thereto and GMAC Commercial Finance LLC, as agent for the lenders, (iv) all Indebtedness outstanding in respect of the facility agreement dated as of December 16, 2005 between Pipe Acquisition Limited, the other borrowers and guarantors party thereto, and the Governor and Company of the Bank of Scotland, and (v) all Indebtedness outstanding in respect of the 90-day term note provided by JPMorgan Chase.

“ Facility ”: each of (a) the US Term Loan Commitments and the US Term Loans made thereunder (the “ US Term Loan Facility ”) and (b) the UK Term Loan Commitments and the UK Term Loans made thereunder (the “ UK Term Loan Facility ”).

“ FAM ”: the mechanism for the allocation and exchange of interests in the Facilities and collections thereunder established under Section 10.19.

“ FAM Exchange ”: the exchange of the Lenders’ interests provided for in Section 10.20.

“ FAM Exchange Date ”: the date on which (a) any event referred to in Section 8(f) shall occur in respect of the US Borrower, the Cayman Borrower or any other Loan Party, (b) an acceleration of the maturity of the Loans pursuant to Section 8 shall occur, (c) the Administrative Agent shall have been directed to exercise remedies on a material portion of the Collateral and to terminate any outstanding Commitments, or (d) a payment default shall occur with respect to the final maturity date of any of the Facilities.

“ FAM Percentage ”: as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate of the Specified Obligations owed to such Lender immediately prior to the FAM Exchange and (b) the denominator shall be the aggregate of the Specified Obligations owed to all the Lenders immediately prior to such FAM Exchange.

“ Federal Funds Effective Rate ”: for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

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“ Financial Assistance Documents ”: (i) in respect of Edgen Murray Europe and PAL (a) the UK Guarantee, (b) the UK Debenture, (c) the Singapore Share Charge, (d) the UAE Share Pledge Agreement, (e) the Scottish Standard Security, (f) the Second Lien Intercreditor Agreement, (g) the ABL Intercreditor Agreement, (h) the intercompany loan agreement between inter alia the Cayman Borrower and the UK Guarantors dated as of the Closing Date, (i) in respect of the provision of financial assistance by Edgen Murray Europe and PAL, certified copies of an auditor’s engagement letter, board and shareholder resolutions, statutory declarations, statutory auditor’s report, non-statutory auditor’s report in the form contained in the auditor’s engagement letter and (j) any other documents relating to the financial assistance procedures to be undertaken by Edgen Murray Europe and PAL in accordance with this Agreement, subject to such amendments thereto as the Administrative Agent may reasonably require in order that such documents may conform with best practice having regard to the circumstances prevailing at the time such documents are entered into; and

(ii) in respect of Edgen Murray Pte. Ltd. (a) the Singapore Guarantee, (b) the Singapore Debenture, (c) the Second Lien Intercreditor Agreement, (d) the ABL Intercreditor Agreement, (e) the Singaporean intercompany loan accession agreement, (f) the Second Lien Intercreditor Agreement, (g) the ABL Intercreditor Agreement, (h) in respect of the provision of financial assistance by Edgen Murray Pte. Ltd. a copy of the whitewash certificate delivered pursuant to Section 76(A)(6) of the Companies Act (Chapter 50, Statutes of Singapore) (the “ Singapore Companies Act ”) and signed by two directors of Edgen Murray Pte. Ltd., in relation to the provision of “financial assistance” within the meaning ascribed to the term in Section 76 of the Companies Act by Edgen Murray Pte. Ltd. in connection with the Singapore Debenture, the Singapore Guarantee and the Singapore intercompany loan accession agreement annexed with certified true copies of (1) the written resolutions of the Board of Directors of Edgen Murray Pte. Ltd., (2) the agreement of the sole Member to short notice of a meeting signed by the corporate representative of Edgen Murray Europe, (3) written resolutions of the sole Member of Edgen Murray Pte. Ltd., (4) directors’ statement pursuant to Section 76(10)(c) of the Companies Act, (5) newspaper notice of the special resolutions passed by the sole Member by way of written resolutions published in the Straits Times, (6) the Notice of Intention to Propose Special Resolution to give financial assistance for the Acquisition of shares or units in the Company lodged with the Accounting and Corporate Regulatory Authority of Singapore.

“ First Priority ”: with respect to any Lien purported to be created in any Collateral pursuant to any Security Document, that such Lien is the only Lien to which such Collateral is subject, other than any Permitted Lien.

“ Foreign Security Agreements ”: collectively, (a) the Canadian Security Agreement, (b) the Cayman Mortgage Deed, (c) the Cayman Debenture, (d) the Singapore Debenture, (e) the Singapore Guarantee, (f) the Singapore Share Charge, (g) the UAE Guarantee, (h) the UAE Share Pledge Agreement, (i) the UK Debenture, (j) the UK Share Charge, (k) the UK Guarantee, (l) the Scottish Standard Security, (m) any Mortgage over Mortgaged Property of a Foreign Subsidiary Guarantor, (n) any security document entered into by a Foreign Subsidiary pursuant to Section 6.10, and (o) any other guarantee or security document entered into by a Foreign Subsidiary to secure any of the UK Obligations.

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“ Foreign Subsidiary ”: any Subsidiary of Holdings that is not a Domestic Subsidiary, including the Cayman Borrower.

“ Foreign Subsidiary Guarantor ”: each of the UK Guarantors, the Canadian Guarantors, the Singapore Guarantors, the UAE Guarantors and any other Foreign Subsidiary (other than the Cayman Borrower) that becomes a Foreign Subsidiary Guarantor pursuant to Section 6.10(f).

“ FQ1 ”, “ FQ2 ”, “ FQ3 ”, and “ FQ4 ”: when used with a numerical year designation, means the first, second, third or fourth fiscal quarters, respectively, of the designated fiscal year of Holdings. (e.g., FQ4 2007 means the fourth fiscal quarter of Holdings’ 2007 fiscal year, which ends December 31, 2007).

“ Funded Debt ”: with respect to any Person, all Indebtedness of such Person of the types described in clauses (a) through (e) of the definition of “Indebtedness” in this Section.

“ Funding Office ”: the office specified from time to time by the Administrative Agent as its funding office by notice to the US Borrower, the Cayman Borrower and the Lenders.

“ GAAP ”: generally accepted accounting principles in the United States of America as in effect from time to time.

“ Governing Documents ”: as to any Person, the Certificate of Incorporation and By-Laws or other constitutional, organizational or governing documents of such Person.

“ Governmental Authority ”: any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government in any jurisdiction.

“ Guarantee and Collateral Agreement ”: the First Lien Guarantee and Collateral Agreement to be executed and delivered by Holdings, the US Borrower, Edgen Murray Canada Inc. and each Subsidiary Guarantor, substantially in the form of Exhibit A, as the same may be amended, supplemented, replaced or otherwise modified from time to time.

“ Guarantee Obligation ”: with respect to any Person (the “ guaranteeing person ”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit), if to induce the creation of which the guaranteeing person has issued a guarantee, reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation

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against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith.

“ Guarantors ”: Holdings and the Subsidiary Guarantors.

“ Hedge Agreements ”: all interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, commodity contracts or similar arrangements entered into by Holdings or its Subsidiaries providing for protection against fluctuations in interest rates, currency exchange rates, commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies.

“ ICTA ”: the UK Income and Corporation Taxes Act 1988.

“ Indebtedness ”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than trade payables incurred in the ordinary course of such Person’s business and any working capital adjustment under the Acquisition Agreement or in connection with any Permitted Acquisition), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property), (e) all Capital Lease Obligations or Synthetic Lease Obligations of such Person, (f) all reimbursement obligations of such Person, as an account party or applicant under acceptance, letter of credit or similar facilities, (g) all Disqualified Capital Stock issued by such Person, with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its liquidation preference and its maximum fixed purchase price (but excluding accrued dividends, if any), (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above; (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on Property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation and (j) for the purposes of Section 8(e) only, all net obligations of such Person in respect of Hedge Agreements.

“ Indemnified Liabilities ”: as defined in Section 10.5.

“ Indemnitee ”: as defined in Section 10.5.

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“ Insolvency ”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“ Insolvent ”: pertaining to a condition of Insolvency.

“ Intellectual Property ”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, Canada, state, provincial, territorial, multinational or foreign laws or otherwise, including, without limitation, copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, service-marks, technology, know-how and processes, recipes, formulas, trade secrets, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“ Interest Payment Date ”: (a) as to any Base Rate Loan, the last day of each March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and (d) as to any Loan, the date of any repayment or prepayment made in respect thereof.

“ Interest Period ”: as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six or (if agreed to by the Lenders under the relevant Facility, as determined by such Lenders in their sole discretion) nine or twelve months thereafter, as selected by the applicable Borrower in its Borrowing Notice or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the immediately preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six or (if agreed to by the Lenders under the relevant Facility, as determined by such Lenders in their sole discretion) nine or twelve months thereafter, as selected by the applicable Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(a) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(b) any Interest Period that would otherwise extend beyond the date final payment is due on the US Term Loans or the UK Term Loans, as the case may be, shall end on the US Term Loan Maturity Date or the UK Term Loan Maturity Date, respectively; and

(c) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period.

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“ Investments ”: as defined in Section 7.8.

“ ITA ”: the UK Income Tax Act 2007.

“ JCP Funds ”: Jefferies Capital Partners IV L.P., a Delaware limited partnership, JCP Partners IV LLC, a Delaware limited liability company, and Jefferies Employee Partners IV LLC, a Delaware limited liability company.

“ Jefferies Entities ”: (i) the JCP Funds and (ii) the general partner or managing member of any JCP Fund (a “ JCP Partner ”) and any corporation, partnership or other entity that is an Affiliate of any of the JCP Funds or any JCP Partner (including Jefferies Capital Partners IV LLC, the manager of the JCP Funds) (collectively, “ JCP Affiliates ”), but excluding any portfolio companies of any Person listed in clause (i) or (ii).

“ Lehman Entity ”: any of Lehman Commercial Paper Inc. or any of its affiliates (including Syndicated Loan Funding Trust).

“ Lender Addendum ”: with respect to any initial Lender, a Lender Addendum, substantially in the form of Exhibit J, or otherwise acceptable to the Administrative Agent, to be executed and delivered by such Lender on the Closing Date as provided in Section 10.17.

“ Lenders ”: as defined in the preamble hereto.

“ Lien ”: any mortgage, stated security, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“ Loan ”: any loan made by any Lender pursuant to this Agreement.

“ Loan Documents ”: this Agreement, the Security Documents, the ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement and the Notes.

“ Loan Parties ”: the US Borrower, the Cayman Borrower, the Guarantors, the Foreign Subsidiary Guarantors and each other Subsidiary of Holdings that is a party to a Loan Document.

“ Majority Facility Lenders ”: with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the US Term Loans or the UK Term Loans, as the case may be, outstanding under such Facility.

“ Material Adverse Effect ”: a material adverse effect on (a) the business, assets, condition (financial or otherwise) or results of operations of Holdings and its Subsidiaries taken as a whole or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Agents or the Lenders hereunder or thereunder.

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“ Materials of Environmental Concern ”: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants, radioactivity, and any other wastes, materials or substances regulated pursuant to or could give rise to liability under any Environmental Law.

“ Mortgaged Properties ”: the real properties and leasehold estates listed on Schedule 1.1(a), as to which the Administrative Agent for the benefit of the Secured Parties, or the UK Security Agent, for the benefit of the UK Secured Parties, shall be granted a Lien pursuant to the Mortgages.

“ Mortgages ”: each of the mortgages, deeds of trust, charges and debentures made by any Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the Secured Parties, or the UK Security Agent for the benefit of the UK Secured Parties, substantially in the form of Exhibit D (with such changes thereto as shall be advisable or required under the law of the jurisdiction in which such mortgage, deed of trust, charge or debenture is to be recorded), as the same may be amended, supplemented, replaced or otherwise modified from time to time.

“ Multiemployer Plan ”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Net Cash Proceeds ”: (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Asset Sale or Recovery Event, net of (i) reasonable and customary attorneys’ fees, accountants’ fees, investment banking fees, brokers’ fees or commissions, and other reasonable professional and transactional fees, in each case directly related to such Asset Sale or Recovery Event, (ii) amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset which is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other reasonable and customary fees and expenses actually incurred in connection therewith, (iii) taxes paid or reasonably estimated to be payable as a result of such Asset Sale or Recovery Event (after taking into account any available tax credits or deductions and any tax sharing arrangements), (iv) amounts provided as a reserve, in accordance with GAAP or other applicable accounting standards, against (x) any liabilities under any indemnification obligations associated with an Asset Sale or (y) any other liabilities retained by any Loan Party or any of its Subsidiaries associated with the properties sold in an Asset Sale ( provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds); (v) a Loan Party’s good faith estimate of payments required to be made with respect to unassumed liabilities relating to the properties sold within 180 days of an Asset Sale ( provided that, to the extent such cash proceeds are not used to make payments in respect of such unassumed liabilities within 180 days of an Asset Sale, such cash proceeds shall constitute Net

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Cash Proceeds, and (b) in connection with any issuance or sale of equity securities or debt securities or instruments or the incurrence of loans, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.

“ Non-Excluded Taxes ”: as defined in Section 2.20(a).

“ Non-U.S. Lender ”: as defined in Section 2.20(d).

“ Non-U.S. Plan ”: means any employee benefit plan maintained by US Borrower, UK Borrower or any Subsidiary or Foreign Subsidiary that is governed by any law, rule or regulation of any Governmental Authority other than the United States of America, any State thereof or any other political subdivision thereof.

“ Note ”: any promissory note evidencing any Loan.

“ Obligations ”: (a) the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the US Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the US Borrower to the Administrative Agent or to any Lender or any Qualified Counterparty, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, any Specified Hedge Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Arrangers, to the Agents or to any Lender that are required to be paid by the US Borrower pursuant hereto) or otherwise, and (b) the UK Obligations; provided , that (i) obligations of either Borrower or any Subsidiary under any Specified Hedge Agreement shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (ii) any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under Specified Hedge Agreements.

“ Other Taxes ”: any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“ PAL ”: Pipe Acquisition Limited, a limited liability company incorporated under the laws of England and Wales with registered number 05501083.

“ Participant ”: as defined in Section 10.6(b).

“ Pass-Through Equity Sale ”: a sale of Capital Stock of Holdings by any Person (other than Holdings) to any other Person (other than Holdings), where Holdings acts solely as a

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conduit for the sale, simultaneously purchasing and reissuing such Capital Stock without any net effect to, or additional obligations (other than customary obligations of issuers arising in connection with the issuance of securities) of Holdings (other than any increase to Holdings’ cash).

“ Payment Office ”: the office specified from time to time by the Administrative Agent as its payment office by notice to the US Borrower, the Cayman Borrower and the Lenders.

“ PBGC ”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“ Pension Act ”: the Pension Protection Act of 2006, as it presently exists or as it may be amended from time to time.

“ Permits ”: the collective reference to (i) Environmental Permits, and (ii) any and all other franchises, licenses, leases, permits, approvals, notifications, certifications, registrations, authorizations, exemptions, qualifications, easements, and rights of way.

“ Permitted Acquisitions ”: as defined in Section 7.8(h).

“ Permitted Investors ”: the collective reference to (i) the Jefferies Entities, (ii) officers, directors and employees of Holdings, the Borrowers and their Subsidiaries, (iii) the limited partners of Holdings existing on the Closing Date or (iv) any other investor otherwise reasonably acceptable to the Administrative Agent.

“ Permitted Issuance ”: (i) a Pass-Through Equity Sale, (ii) the issuance of Capital Stock received on or before the Closing Date or in connection with the consummation of a permitted Investment including a Permitted Acquisition, (iii) the issuance of Capital Stock to officers, directors or employees of any Loan Party, (iv) the issuance of Capital Stock to any Borrower or any Subsidiary that is a Guarantor, and (v) the issuance of Capital Stock by Holdings to the Jefferies Entities or other Persons holding Capital Stock of Holdings, to the extent the Administrative Agent has received at least 5 Business Days’ prior written notice of such issuance and such proceeds are contributed to any Loan Party.

“ Permitted Liens ”: the collective reference to (i) in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3 and (ii) in the case of Collateral consisting of Pledged Stock, non-consensual Liens permitted by Section 7.3 to the extent arising by operation of law.

“ Permitted Revolving Loan Refinancing Indebtedness ”: Indebtedness outstanding under one or more revolving credit facilities which renew, extend, defease, substitute, increase, refund, refinance or replace the Revolving Loan Agreement; provided that (a) the aggregate commitments in effect under such revolving credit facilities (and the Revolving Loan Agreement to the extent it remains in effect in whole or in part) shall not exceed $150,000,000 (plus up to an additional $25,000,000 to be available only for the issuance of letters of credit) and (b) the holder or holders of such Permitted Revolving Loan Refinancing Indebtedness (or the applicable agent(s)) shall have agreed in writing to be bound by the ABL

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Intercreditor Agreement or another intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent having substantially the same effect as the ABL Intercreditor Agreement.

“ Permitted Second Lien Refinancing Indebtedness ”: Indebtedness issued in exchange for, or the proceeds of which are used to extend, defease, refinance, renew, replace, substitute or refund, Indebtedness evidenced by the Second Lien Credit Facility; provided that (a) no Default or Event of Default shall be caused by the incurrence thereof (including the use of the proceeds thereof to extend, defease, refinance, renew, replace, substitute or refund the Second Lien Loans); (b) the principal amount of such Permitted Second Lien Refinancing Indebtedness shall not exceed the principal amount of Second Lien Loans so extended, defeased, refinanced, renewed, replaced, substituted or refunded, together with any accrued interest or prepayment penalties or premiums repaid in connection therewith; (c) there shall be no scheduled amortization of principal on any portion of the Permitted Second Lien Refinancing Indebtedness until after the final maturity of the Term Loans; (d) the applicable final maturity date of any tranche of the Permitted Second Lien Refinancing Indebtedness shall be no earlier than the date that is six months after the seventh anniversary of the Closing Date; and (e) the holder or holders of such Permitted Second Lien Refinancing Indebtedness shall have agreed in writing to be bound by the Second Lien Intercreditor Agreement and the ABL Intercreditor Agreement.

“ Person ”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“ Personal Property Security Legislation” : all applicable personal property security legislation as all such legislation now exists or may from time to time hereafter be amended, modified, recodified, supplemented or replaced, together with all rules and regulations thereunder or related thereto, including without limitation, the UCC and the Personal Property Security Act (Alberta), and the Companies Law (2004 Revision) of the Cayman Islands.

“ Plan ”: at a particular time, any employee benefit plan that is covered by ERISA and in respect of which the US Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA, but excluding, for greater certainty, Canadian Benefit Plans and Canadian Pension Plans.

“ Pledged Stock ”: the outstanding Capital Stock of (a) the US Borrower, the Cayman Borrower, the Subsidiary Guarantors and the Foreign Subsidiary Guarantors secured in favor of the applicable Secured Parties under the Security Documents.

“ Pro Forma Balance Sheet ”: as defined in Section 4.1(a).

“ Projections ”: as defined in Section 6.2(b).

“ Property ”: any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.

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“ Qualified Counterparty ”: with respect to any Specified Hedge Agreement, any counterparty thereto that, at the time such Specified Hedge Agreement was entered into, was a Lender, an Arranger or an Agent or an affiliate of a Lender, an Arranger or an Agent.

“ Qualified Public Offering ”: the first underwritten public offering by Holdings or any direct holding company of Holdings which owns all of the issued and outstanding Capital Stock of Holdings of its Capital Stock pursuant to an effective registration statement under the Securities Act covering the offer and sale of Capital Stock in Holdings or any direct holding company of Holdings which owns all of the issued and outstanding Capital Stock of Holdings on a firm commitment basis in which the aggregate Net Cash Proceeds received by Holdings or any direct holding company of Holdings which owns all of the issued and outstanding Capital Stock of Holdings at the public offering price is at least $100,000,000.

“ Real Estate ”: all real Property held or used by the US Borrower, the Cayman Borrower or their respective Subsidiaries, which the US Borrower, the Cayman Borrower or the relevant Subsidiary owns in fee or in which it holds a leasehold interest as a tenant, all of which is more particularly identified in Schedule 4.26.

“ Recovery Event ”: any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of Holdings, any Borrower or any of their respective Subsidiaries.

“ Refinanced Term Loans ”: as defined in Section 10.1.

“ Register ”: as defined in Section 10.6(d).

“ Regulation H ”: Regulation H of the Board as in effect from time to time.

“ Regulation U ”: Regulation U of the Board as in effect from time to time.

“ Reinvestment Deferred Amount ”: with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by Holdings, any Borrower or any of their respective Subsidiaries in connection therewith that are not applied to prepay the Term Loans pursuant to Section 2.12(b) as a result of the delivery of a Reinvestment Notice.

“ Reinvestment Event ”: any Asset Sale or Recovery Event in respect of which the US Borrower or the Cayman Borrower has delivered a Reinvestment Notice.

“ Reinvestment Notice ”: a written notice executed by a Responsible Officer of the applicable Borrower stating that no Default or Event of Default has occurred and is continuing and that the US Borrower or the Cayman Borrower, as applicable (directly or indirectly through a Wholly Owned Subsidiary), intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire assets useful in its or such Subsidiary’s business.

“ Reinvestment Prepayment Amount ”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire assets useful in the US Borrower’s or the Cayman Borrower’s business.

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“ Reinvestment Prepayment Date ”: with respect to any Reinvestment Event, the earlier of (a) the date occurring six months after such Reinvestment Event and (b) the date on which the applicable Borrower shall have determined not to, or shall have otherwise ceased to, acquire assets useful in such Borrower’s business with all or any portion of the relevant Reinvestment Deferred Amount.

“ Related Fund ”: with respect to any Lender, any fund that (x) invests in commercial loans and (y) is managed or advised by the same investment advisor as such Lender, by such Lender or an Affiliate of such Lender.

“ Reorganization ”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“ Replacement Term Loans ”: as defined in Section 10.1.

“ Reportable Event ”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

“ Required Lenders ”: at any time, the holders of more than 50% of (a) until the Closing Date, the Commitments and (b) thereafter, the sum of (i) the aggregate unpaid principal amount of the US Term Loans then outstanding and (ii) the aggregate unpaid principal amount of the UK Term Loans then outstanding.

“ Requirement of Law ”: as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case in any jurisdiction and applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“ Responsible Officer ”: as to any Person, the chief executive officer, president or chief financial officer of such Person, but in any event, with respect to financial matters, the chief financial officer, treasurer or assistant treasurer of such Person. Unless otherwise qualified, all references to a “Responsible Officer” shall refer to a Responsible Officer of the responsible Borrower.

“ Restricted Payments ”: as defined in Section 7.6.

“ Revolving Loan Agreement ”: the Credit Agreement, dated as of the Closing Date, entered into by certain of the Loan Parties and the various agents and lenders thereunder, including JP Morgan Chase Bank, N.A., as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with this Agreement.

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“ Revolving Loan Documents ”: the Revolving Loan Agreement and each other material document, instrument or agreement to which Holdings or any of its Subsidiaries is or may hereafter become a party pertaining to the Revolving Loans.

“ Revolving Loans ”: as defined in the recitals hereto.

“ Scottish Standard Security ”: the Scottish Standard Security granted by Edgen Murray Europe to the UK Security Agent for the benefit of the UK Term Loan Lenders and the other UK Secured Parties named therein, substantially in the form of Exhibit R-4, as the same may be amended, supplemented or otherwise modified from time to time.

“ Second Lien Credit Agreement ”: the Second Lien Credit Agreement, dated as of the Closing Date, entered into by certain of the Loan Parties and the various lenders and agents thereunder, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with this Agreement.

“ Second Lien Documentation ”: the Second Lien Credit Agreement (or any similar agreement evidencing Permitted Second Lien Refinancing Indebtedness) and all security and other collateral or other documents related thereto or entered into in connection therewith.

“ Second Lien Loans ”: the term loans extended to the US Borrower pursuant to the Second Lien Credit Agreement on the Closing Date.

“ SEC ”: the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).

“ Second Lien Intercreditor Agreement ”: the intercreditor agreement among the US Borrower, the Cayman Borrower, Holdings, the Guarantors, the Foreign Subsidiary Guarantors party thereto, LCPI, as first lien security agent and LCPI, as second lien security agent, substantially in the form of Exhibit T, as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“ Secured Parties ”: as defined in the Guarantee and Collateral Agreement.

“ Security Documents ”: the collective reference to the Guarantee and Collateral Agreement, the Foreign Security Agreements, the Mortgages, any Intellectual Property security agreements or control agreements required to be delivered pursuant to the Guarantee and Collateral Agreement, the Foreign Security Agreements or any other Loan Document, and all other guarantee or security documents hereafter delivered to the Administrative Agent, the UK Security Agent or the UAE Security Agent granting or perfecting a Lien on any Property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

“ Singapore Debenture ”: the Singapore Debenture entered into by the Singapore Guarantors and the UK Security Agent for the benefit of the UK Term Loan Lenders and the other UK Secured Parties named therein, substantially in the form of Exhibit P-2, as the same may be amended, supplemented or otherwise modified from time to time.

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“ Singapore Guarantee ”: the Singapore Guarantee entered into by the Singapore Guarantors and the UK Security Agent for the benefit of the UK Term Loan Lenders and the other UK Secured Parties named therein, substantially in the form of Exhibit P-3, as the same may be amended, supplemented or otherwise modified from time to time.

“ Singapore Guarantors ”: (a) Edgen Murray Pte. Ltd. and (b) each Subsidiary of Holdings that is incorporated under the laws of Singapore and that becomes a party to the Singapore Guarantee after the Closing Date pursuant to Section 6.10.

“ Singapore Share Charge ”: the Singapore Share Charge, entered into by Edgen Murray Europe (in respect of its shares in Edgen Murray Pte. Ltd.) and the UK Security Agent for the benefit of the UK Term Loan Lenders and the other UK Secured Parties named therein substantially in the form of Exhibit P-1, as the same may be amended, supplemented or otherwise modified from time to time.

“ Single Employer Plan ”: any Plan that is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

“ Solvent ”: with respect to any Person, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, (d) such Person generally will be able to pay its debts as they mature, (e) in the case of any Person incorporated in England and Wales only, a Person that is not “unable to pay its debts”, and (f) such Person is not insolvent within the meaning of any applicable Requirements of Law. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured. As regards paragraph (e), not “unable to pay its debts” means that there are no grounds on which such Person would be deemed unable to pay its debts (as defined in Section 123(1) of the Insolvency Act 1986 of England Wales (as amended by the Enterprise Act 2002 of England and Wales)) or on which a court would be satisfied that the value of such Person’s assets is less than the amount of its liabilities, taking into account its contingent and prospective liabilities (as such term would be construed for the purposes of Section 123(2) of the Insolvency Act 1986 of England and Wales (as amended by the Enterprise Act 2002 of England and Wales) but on the basis that the amount of £750 in Section 123(1)(e) of that Act is deemed to be £250,000. The amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that can be reasonably be expected to become an actual or matured liability.

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“ Specified Change of Control ”: a “Change of Control” as defined in any of the Second Lien Credit Agreement, any Permitted Second Lien Refinancing Indebtedness or the Revolving Loan Agreement, in each case as in effect on the Closing Date and to the extent any such agreement is in effect.

“ Specified Hedge Agreement ”: any Hedge Agreement entered into by the US Borrower or any Subsidiary Guarantor and any Qualified Counterparty providing for protections against fluctuations of interest rates.

“ Specified Obligations ”: the Obligations consisting of the principal of and interest on the Term Loans.

“ Subordinated Indebtedness ”: any Indebtedness permitted to be incurred pursuant to Section 7.2 (other than subordinated Indebtedness evidenced by the Subordinated Intercompany Note), no part of the principal of which is required to be paid (whether by way of mandatory sinking fund, mandatory redemption, mandatory repayment or otherwise), prior to the date that is six months after the final maturity date of the Term Loans, and the terms and conditions of which (including subordination provisions consistent with the prevailing debt capital markets of the United States) are otherwise satisfactory to the Administrative Agent.

“ Subordinated Intercompany Note ”: the Subordinated Intercompany Note, substantially in the form of Exhibit M.

“ Subsidiary ”: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of Holdings.

“ Subsidiary Guarantor ”: (a) each Subsidiary of Holdings other than the US Borrower and any Foreign Subsidiary and (b) each Subsidiary that becomes a Subsidiary Guarantor pursuant to Section 6.10(e).

“ Syndication Agent ”: as defined in the preamble hereto.

“ Syndication Date ”: the date on which the Arranger completed the syndication of the Facilities and the entities selected in such syndication process become parties to this Agreement.

“ Synthetic Lease Obligations ”: all monetary obligations of a Person under a so-called synthetic, off-balance sheet or tax retention lease.

“ Target ”: as defined in the recitals hereto.

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“ Tax Credit ” means a credit against, relief or remission for, or repayment of any tax.

“ Tax Payment ” means the increase in a payment made by the Cayman Borrower to a Lender under Section 2.20(a).

“ Term Loan Lenders ”: the collective reference to the US Term Loan Lenders and the UK Term Loan Lenders.

“ Term Loans ”: the collective reference to the US Term Loans and the UK Term Loans.

“ Title Insurance Company ”: as defined in Section 5.1(q).

“ Transactions ”: collectively, the Acquisition, the Equity Investment and the transactions contemplated by this Agreement, the Second Lien Documentation the Revolving Loan Agreement, the repayment of Existing Indebtedness and the payment of costs and expenses relating to the foregoing.

“ Transferee ”: as defined in Section 10.14.

“ Treaty Lender ” means a Lender which: (a) is treated as a resident of a Treaty State for the purposes of a Treaty; and (b) does not carry on a business in the UK through a permanent establishment in the UK with which that Lender’s participation in the relevant Loan is effectively connected.

“ Treaty State ”: a jurisdiction having a double taxation agreement (a “ Treaty ”) with the UK which makes provision for full exemption from tax imposed by the UK on interest.

“ Type ”: as to any Loan, its nature as a Base Rate Loan or a Eurodollar Loan.

“ UAE Guarantee ”: the UAE Guarantee Agreement, made by each of the UAE Guarantors in favor of the UK Security Agent for the benefit of the UK Term Loan Lenders and the other UK Secured Parties named therein, substantially in the form of Exhibit Q-2, as the same may be amended, supplemented or otherwise modified from time to time.

“ UAE Guarantors ”: (a) Edgen Murray FZE and (b) each Subsidiary of Holdings that is incorporated under the laws of the United Arab Emirates and that becomes a party to the UAE Guarantee after the Closing Date pursuant to Section 6.10.

“ UAE Security Agency Agreement ”: the agreement entered into among the UK Borrower, Edgen Murray Europe and the Administrative Agent relating to, inter alia, the appointment of the UAE Security Agent as the agent for the UK Secured Parties.

“ UAE Security Agent ”: the Person designated by the Administrative Agent in a notice delivered to the US Borrower, the UK Borrower, and each UK Term Lender as agent and trustee for itself and the UK Secured Parties appointed pursuant to the terms and conditions set forth in the UAE Security Agency Agreement.

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“ UAE Share Pledge Agreement ”: the UAE Share Pledge Agreement, entered into by Edgen Murray Europe (in respect of its shares in Edgen Murray FZE) and the UAE Security Agent for the benefit of the UK Term Loan Lenders and the other UK Secured Parties named therein substantially in the form of Exhibit Q-1, as the same may be amended, supplemented or otherwise modified from time to time.

“ UCC ”: the Uniform Commercial Code, as in effect from time to time in any jurisdiction.

“ UK Debenture ”: the Debenture entered into by the UK Guarantors and the UK Security Agent for the benefit of the UK Term Loan Lenders and the other UK Secured Parties named therein, substantially in the form of Exhibit R-2, as the same may be amended, supplemented or otherwise modified from time to time.

“ UK Guarantee ”: the UK Guarantee entered into by the UK Guarantors and the UK Security Agent for the benefit of the UK Term Loan Lenders and the other UK Secured Parties named therein, substantially in the form of Exhibit R-3, as the same may be amended, supplemented or otherwise modified from time to time.

“ UK Guarantors ”: (a) PAL and Edgen Murray Europe and (b) each Subsidiary of Holdings that is incorporated under the laws of England and Wales and that becomes a party to the UK Guarantee after the Closing Date pursuant to Section 6.10.

“ UK Non-Bank Lender ” means: (i) where a Lender becomes a party to this Agreement on the day on which this Agreement is entered into, a Lender which falls within subparagraph (i)(b) only of the definition of “UK Qualifying Lender” and is listed in Schedule 1.1(b) to this Agreement; and (ii) where a Lender becomes a party to this Agreement after the day on which this Agreement is entered into, a Lender which falls within subparagraph (i)(b) only of the definition of “UK Qualifying Lender” and gives a UK Tax Confirmation to the Cayman Borrower (with a copy to the Administrative Agent) on becoming a party to this Agreement.

“ UK Obligations ”: the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the UK Term Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Cayman Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the UK Term Loans and all other obligations and liabilities of the Cayman Borrower to the UK Secured Parties, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Arrangers, to the Agents or to any Lender that are required to be paid by the Cayman Borrower pursuant hereto) or otherwise.

“ UK Qualifying Lender ” means: (i) a Lender (other than a Lender within paragraph (ii) below) which is beneficially entitled to interest payable in respect of a Loan or any

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other advance under a Loan Document and is: (a) a Lender: (x) which is a bank (as defined for the purpose of section 879 of ITA) making an advance under a Loan Document; or (y) in respect of an advance made under a Loan Document by a person that was a bank (as defined for the purpose of section 879 of ITA) at the time that advance was made, and which is, in each case, within the charge to UK corporation tax as respects any payments of interest made in respect of that advance; or (b) a Lender which is: (x) a UK resident company; (y) a partnership each member of which is: (1) a UK resident company; or (2) a non-UK resident company that carries on a trade in the UK through a permanent establishment and that is required to bring into account, in calculating its chargeable profits (within the meaning of section 11(2) of ICTA), the whole of any share of interest payable in respect of that advance that is attributable to it because of sections 114 and 115 of ICTA; or (z) a non-UK resident company that carries on a trade in the UK through a permanent establishment and that is required to bring into account interest payable in respect of that advance in calculating the chargeable profits (within the meaning given in section 11(2) of ICTA) of that company; or (c) a Treaty Lender; or (ii) in respect of an advance made under a Loan Document by that Lender, a Lender that is a building society (as defined for the purposes of ITA).

“ UK Share Charge ”: the Share Charge, entered into by the Cayman Borrower (in respect of its shares in PAL) and the UK Security Agent for the benefit of the UK Term Loan Lenders and the other UK Secured Parties named therein substantially in the form of Exhibit R-1 as the same may be amended, supplemented or otherwise modified from time to time.

“ UK Secured Parties ”: the Administrative Agent, the UK Security Agent and the UK Term Loan Lenders.

“ UK Security Agent ”: as defined in the preamble hereto.

“ UK Tax Confirmation ”: a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of any Loan or any other advance under any Loan Document is: (i) a UK resident company; (ii) a partnership each member of which is: (a) a UK resident company; or (b) a non-UK resident company that carries on a trade in the UK through a permanent establishment and that is required to bring into account, in calculating its chargeable profits (within the meaning of section 11(2) of ICTA), the whole of any share of interest payable in respect of that advance that is attributable to it because of sections 114 and 115 of ICTA; (iii) a non-UK resident company that carries on a trade in the UK through a permanent establishment and that is required to bring into account interest payable in respect of that advance in calculating the chargeable profits (within the meaning given in section 11(2) of ICTA) of that company.

“ UK Term Loans ”: as defined in Section 2.1.

“ UK Term Loan Commitment ”: as to any Lender, the obligation of such Lender, if any, to make a UK Term Loan to the Cayman Borrower hereunder in a principal amount not to exceed the amount set forth under the heading “UK Term Loan Commitment” opposite such Lender’s name on Schedule 1 to the Lender Addendum delivered by such Lender, or, as the case may be, in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the UK Term Loan Commitments A is $145,000,000.

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“ UK Term Loan Facility ”: as defined in the definition of “Facility” in this Section 1.1.

“ UK Term Loan Lender ”: each Lender that has a UK Term Loan Commitment or is the holder of a UK Term Loan.

“ UK Term Loan Maturity Date ”: the seven-year anniversary of the Closing Date.

“ UK Term Loan Note ”: as defined in Section 2.8(e).

“ UK Term Loan Percentage ”: as to any UK Term Loan Lender at any time, the percentage which such Lender’s UK Term Loan Commitment then constitutes of the aggregate UK Term Loan Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender’s UK Term Loans then outstanding constitutes of the aggregate principal amount of the UK Term Loans then outstanding).

“ US Term Loan ”: as defined in Section 2.1.

“ US Term Loan Commitment ”: as to any Lender, the obligation of such Lender, if any, to make a US Term Loan to the US Borrower hereunder in a principal amount not to exceed the amount set forth under the heading “US Term Loan Commitment” opposite such Lender’s name on Schedule 1 to the Lender Addendum delivered by such Lender, or, as the case may be, in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the US Term Loan Commitments is $280,000,000.

“ US Term Loan Facility ”: as defined in the definition of “Facility” in this Section 1.1.

“ US Term Loan Lender ”: each Lender that has a US Term Loan Commitment or is the holder of a US Term Loan.

“ US Term Loan Maturity Date ”: the seven-year anniversary of the Closing Date.

“ US Term Loan Note ”: as defined in Section 2.8(e).

“ US Term Loan Percentage ”: as to any US Term Loan Lender at any time, the percentage which such Lender’s US Term Loan Commitment then constitutes of the aggregate US Term Loan Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender’s US Term Loans then outstanding constitutes of the aggregate principal amount of the US Term Loans then outstanding).

“ Weighted Average Life to Maturity ”: when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or

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other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.

“ Whitewash Procedures ”: as defined in Section 6.15.

“ Wholly Owned Subsidiary ”: as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

1.2 Other Definitional Provisions .

(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to Holdings, the US Borrower, the Cayman Borrower and their respective Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP or other applicable accounting standards. The words “includes” and “including”, and words of similar import, shall not be limiting and shall be deemed to be followed by the phrase “without limitation”.

(c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(e) The expressions “payment in full,” “paid in full” and any other similar terms or phrases when used herein with respect to the Obligations shall mean the payment in full, in immediately available funds, of all of the Obligations.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1 Term Loan Commitments . Subject to the terms and conditions hereof, (a) the US Term Loan Lenders severally agree to make term loans (each, a “ US Term Loan ”) to the US Borrower on the Closing Date in an amount for each US Term Loan Lender not to exceed the amount of the US Term Loan Commitment of such Lender and (b) the UK Term Loan Lenders severally agree to make term loans (each, a “ UK Term Loan ”) to the Cayman Borrower on the Closing Date in an amount for each UK Term Loan Lender not to exceed the amount of the UK Loan Commitment of such Lender. The Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the US Borrower or the Cayman Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13.

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2.2 Procedure for Term Loan Borrowing . (a) The US Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the US Term Loan Lenders make the US Term Loans on the Closing Date and specifying the amount to be borrowed. The Term Loans made on the Closing Date shall initially be Base Rate Loans, and no US Term Loan may be converted into or continued as a Eurodollar Loan prior to the earlier of 30 days after the Closing Date or the Syndication Date. Upon receipt of such Borrowing Notice the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date each US Term Loan Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the US Term Loan or US Term Loans to be made by such Lender. The Administrative Agent shall make available to the US Borrower the aggregate of the amounts made available to the Administrative Agent by the US Term Loan Lenders, in like funds as received by the Administrative Agent.

(b) The Cayman Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the UK Term Loan Lenders make the UK Term Loans on the Closing Date and specifying the respective amounts to be borrowed. The Term Loans made on the Closing Date shall initially be Base Rate Loans, and no UK Term Loan may be converted into or continued as a Eurodollar Loan prior to the earlier of 30 days after the Closing Date or the Syndication Date. Upon receipt of such Borrowing Notice the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date each UK Term Loan Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the UK Term Loans to be made by such Lender. The Administrative Agent shall make available to the Cayman Borrower the aggregate of the amounts made available to the Administrative Agent by the UK Term Loan Lenders, in like funds as received by the Administrative Agent.

2.3 Repayment of Term Loans . (a) The US Term Loan of each US Term Loan Lender shall mature in 27 consecutive quarterly installments, commencing on September 30, 2007, each of which shall be in an amount equal to such Lender’s US Term Loan Percentage multiplied by the percentage set forth below opposite such installment of the aggregate principal amount of US Term Loans made on the Closing Date:

 

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34

 

2.4 [ Reserved ].

2.5 [Reserved].

2.6 [Reserved].

2.7 [Reserved].

2.8 Repayment of Loans; Evidence of Debt .

(a) The US Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate US Term Loan Lender the principal

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amount of each US Term Loan of such US Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Cayman Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate UK Term Loan Lender the principal amount of each UK Term Loan of such UK Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). Each of the US Borrower and the Cayman Borrower hereby further agrees to pay interest on the unpaid principal amount of the respective Loans made to them from time to time outstanding from the Closing Date until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.15. For the avoidance of doubt, there shall be no obligation of the Cayman Borrower or any Foreign Subsidiary Guarantor to pay amounts due on the Obligations (other than the UK Obligations) hereunder.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the US Borrower, or the Cayman Borrower, as the case may be, to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c) The Administrative Agent, on behalf of the US Borrower and the Cayman Borrower, shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the US Borrower or the Cayman Borrower, as applicable, to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the US Borrower or the Cayman Borrower and each Lender’s share thereof.

(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.8(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the US Borrower or the Cayman Borrower therein recorded; provided , however , that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the US Borrower or the Cayman Borrower, as applicable, to repay (with applicable interest) the Loans made to the US Borrower or the Cayman Borrower by such Lender in accordance with the terms of this Agreement.

(e) Each of the US Borrower and the Cayman Borrower agrees that, upon the request to the Administrative Agent by any Lender, the US Borrower or the Cayman Borrower, as applicable, will promptly execute and deliver to such Lender a promissory note of the US Borrower or the Cayman Borrower, as applicable, evidencing any US Term Loans or UK Term Loans, as the case may be, of such Lender, substantially in the forms of Exhibit G-1 or G-2, respectively (a “ US Term Note ” or “ UK Term Note ”, respectively), with appropriate insertions as to date and principal amount; provided , that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date and the obligations of each of the US Borrower and the Cayman Borrower in respect of each Loan shall be enforceable in accordance with the Loan Documents whether or not evidenced by any Note.

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2.9 Fees, etc.

(a) The Borrowers agree to pay to the Arrangers the fees in the amounts and on the dates previously agreed to in writing by Holdings and the Arrangers.

(b) The Borrowers agree to pay to the Administrative Agent the fees in the amounts and on the dates from time to time agreed to in writing by Holdings and the Administrative Agent.

2.10 [ Reserved ].

2.11 Optional Prepayments .

(a) Each of the US Borrower and the Cayman Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent at least three Business Days prior thereto in the case of Eurodollar Loans and at least one Business Day prior thereto in the case of Base Rate Loans, which notice shall specify the date and amount of such prepayment, and whether such prepayment is of US Term Loans or UK Term Loans, and whether such prepayment is of Eurodollar Loans or Base Rate Loans; provided , that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the US Borrower or the Cayman Borrower, as applicable, shall also pay any amounts owing pursuant to Section 2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of US Term Loans and UK Term Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof.

2.12 Mandatory Prepayments and Commitment Reductions .

(a) (i) If any Capital Stock shall be issued (other than a Permitted Issuance), by Holdings or the US Borrower, then, on the date of such issuance, the US Term Loans shall be prepaid by an amount equal to 100% of the amount of the Net Cash Proceeds of such issuance, as set forth in Section 2.12(e) and (ii) if any Capital Stock shall be issued (other than a Permitted Issuance), by the Cayman Borrower , then, on the date of such issuance, the UK Term Loans shall be prepaid by an amount equal to 100% of the amount of the Net Cash Proceeds of such issuance, as set forth in Section 2.12(f). The provisions of this Section 2.12 do not constitute consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Guarantee and Collateral Agreement or any Foreign Security Agreement, as applicable.

(b) If any Indebtedness shall be incurred by Holdings, the US Borrower or any Subsidiary Guarantor (excluding any Indebtedness incurred in accordance with Section 7.2), then on the date of such issuance or incurrence, the US Term Loans shall be prepaid by an amount equal to the amount of the Net Cash Proceeds of such issuance or incurrence, as set forth

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in Section 2.12(e). If any Indebtedness shall be incurred by the Cayman Borrower or any Foreign Subsidiary Guarantor (excluding any Indebtedness incurred in accordance with Section 7.2), then on the date of such issuance or incurrence, the UK Term Loans shall be prepaid by an amount equal to the amount of the Net Cash Proceeds of such issuance or incurrence, as set forth in Section 2.12(e). The provisions of this Section 2.12 do not constitute consent to the incurrence of any Indebtedness by Holdings, the US Borrower, the Cayman Borrower or any of their respective Subsidiaries.

(c) (i) If on any date Holdings, the US Borrower or any of the Subsidiary Guarantors shall receive Net Cash Proceeds from any Asset Sale or Recovery Event which yields Net Cash Proceeds (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $5,000,000 (calculated together with the amount of any related Asset Sale or Recovery Event by the Cayman Borrower or any of the Foreign Subsidiary Guarantors and referred to herein as the “Threshold”), then, unless a Reinvestment Notice shall be delivered in respect thereof, on the date of receipt by Holdings, the US Borrower or any Subsidiary Guarantor of such Net Cash Proceeds, the US Term Loans shall be prepaid by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.12(e) and (ii) if on any date the Cayman Borrower or any of the Foreign Subsidiary Guarantors shall receive Net Cash Proceeds from any Asset Sale or Recovery Event in excess of the Threshold then, unless a Reinvestment Notice shall be delivered in respect thereof, on the date of receipt by the Cayman Borrower or any Foreign Subsidiary Guarantor of such Net Cash Proceeds, the UK Term Loans shall be prepaid by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.12(f); provided , that, notwithstanding the foregoing clauses (i) and (ii), (A) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $35,000,000 at any time and (B) on each Reinvestment Prepayment Date the US Term Loans and the UK Term Loans, as applicable, shall be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event, as set forth in Section 2.12(e) or 2.12(f). The provisions set forth in this Section do not constitute consent to the consummation of any Disposition permitted by Section 7.5.

(d) If, for any fiscal year of Holdings commencing with the fiscal year ending December 31, 2008, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans shall be prepaid by an amount equal to the ECF Percentage of such Excess Cash Flow, and applied on a pro rata basis among the Term Loans. Each such prepayment shall be made on a date (an “ Excess Cash Flow Application Date ”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered.

(e) Except as provided in Section 2.12(d), amounts to be applied in connection with prepayments made by Holdings, the US Borrower or any Subsidiary Guarantor pursuant to this Section 2.12 shall be applied, first , to the prepayment of the US Term Loans, and, second , to the prepayment of the UK Term Loans.

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(f) Except as provided in Section 2.12(d), amounts to be applied in connection with prepayments made by the Cayman Borrower or any of the Foreign Subsidiary Guarantors pursuant to this Section 2.12 shall be applied to the prepayment of the UK Term Loans.

2.13 Conversion and Continuation Options .

(a) Each of the US Borrower and the Cayman Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election, provided that any such conversion of Eurodollar Loans may be made only on the last day of an Interest Period with respect thereto. Each of the US Borrower or the Cayman Borrower may elect from time to time to convert Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election (which notice shall specify the length of the initial Interest Period therefor), provided that no Base Rate Loan under a particular Facility may be converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Facility Lenders in respect of such Facility have, determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(b) Each of the US Borrower and the Cayman Borrower may elect to continue any Eurodollar Loan as such upon the expiration of the then current Interest Period with respect thereto by giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Facility Lenders in respect of such Facility have, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility, and provided , further , that if the US Borrower or the Cayman Borrower, as applicable, shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

2.14 Minimum Amounts and Maximum Number of Eurodollar Tranches . Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions, continuations and optional prepayments of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than ten Eurodollar Tranches shall be outstanding under this Agreement at any one time.

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2.15 Interest Rates and Payment Dates .

(a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin in effect for such day.

(b) Each Base Rate Loan shall bear interest for each day on which it is outstanding at a rate per annum equal to the Base Rate in effect for such day plus the Applicable Margin in effect for such day.

(c) (i) If all or a portion of the principal amount of any Loan shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest, to the extent legally permitted, at a rate per annum that is equal to (x) in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2.0%, and (ii) if all or a portion of any interest payable on any Loan or any commitment fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to Base Rate Loans under the relevant Facility plus 2.0%, in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (after as well as before judgment) or waived.

(d) Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand.

2.16 Computation of Interest and Fees .

(a) Interest, fees and commissions payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to Base Rate Loans on which interest is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the US Borrower or the Cayman Borrower, as applicable, and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the US Borrower, the Cayman Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the US Borrower and the Cayman Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the US Borrower or the Cayman Borrower, deliver to the US Borrower and the Cayman Borrower, as applicable, a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.15(a).

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2.17 Inability to Determine Interest Rate . If prior to the first day of any Interest Period:

(a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the US Borrower and the Cayman Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or

(b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the Cayman Borrower or the US Borrower, as applicable, and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as Base Rate Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then current Interest Period with respect thereto, to Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the applicable Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans.

2.18 Pro Rata Treatment and Payments .

(a) Each borrowing by the US Borrower or the Cayman Borrower from the Lenders hereunder, and any reduction of the Commitments of the Lenders, shall be made pro rata according to the respective US Term Loan Percentages and UK Term Loan Percentages, as the case may be, of the relevant Lenders. Each payment (other than prepayments) in respect of principal or interest in respect of Term Loans under a Facility and each payment in respect of fees or expenses payable hereunder shall be applied to the amounts of such obligations owing to the Lenders under the applicable Facility pro rata according to the respective amounts then due and owing to the Lenders.

(b) Each payment (including each prepayment) of the Term Loans outstanding under any Facility shall be allocated among the Term Loan Lenders holding Term Loans under the applicable Facility pro rata based on the principal amount of such Term Loans held by such Term Loan Lenders, and shall be applied to the installments of such Term Loans pro rata based on the remaining outstanding principal amount of such installments. Amounts prepaid on account of the Term Loans may not be reborrowed.

(c) [Reserved].

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(d) The application of any payment of Loans under any Facility (including optional and mandatory prepayments) shall be made, first , to Base Rate Loans under such Facility and, second , to Eurodollar Loans under such Facility. Each payment of the Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.

(e) All payments (including prepayments) to be made by the US Borrower and the Cayman Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the relevant Lenders, at the Payment Office, in Dollars and in immediately available funds. Any payment made by the US Borrower or the Cayman Borrower, as applicable, after 2:00 p.m., New York City time, on any Business Day shall be deemed to have been on the next following Business Day. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(f) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the US Borrower or the Cayman Borrower, as applicable, a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans under the relevant Facility, on demand, from the US Borrower or the Cayman Borrower, as applicable.

(g) Unless the Administrative Agent shall have been notified in writing by the US Borrower or the Cayman Borrower, as applicable, prior to the date of any payment due to be made by such Borrower hereunder that such Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that such Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding

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amount. If such payment is not made to the Administrative Agent by such Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the US Borrower or the Cayman Borrower.

2.19 Requirements of Law .

(a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Closing Date:

(i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.20 and changes in the rate of tax on the overall net income of such Lender);

(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or

(iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the US Borrower or the Cayman Borrower, as applicable, shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender on an after-tax basis for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the applicable Borrower in a certificate providing reasonable detail (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.

(b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the Closing Date shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such

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Lender to be material, then from time to time, after submission by such Lender to the applicable Borrower (with a copy to the Administrative Agent) of a certificate providing reasonable detail of the event by reason of which it has become so entitled and a written request therefor, such Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction on an after-tax basis.

(c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to a Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The obligations of the Borrowers pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

The Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the adoption of change in any Requirement of Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor.

2.20 Taxes .

(a) All payments made by or on behalf of either Borrower under this Agreement or any other Loan Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, profits, gains, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld, deducted or assessed by any Governmental Authority, excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on any Arranger, any Agent or any Lender as a result of a present or former connection between such Arranger, such Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Arranger’s, such Agent’s or such Lender’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“ Non-Excluded Taxes ”) or any Other Taxes are required to be withheld or deducted from any amounts payable to any Arranger, any Agent or any Lender hereunder or under any other Loan Document, the amounts so payable to such Arranger, such Agent or such Lender shall be increased to the extent necessary to yield to such Arranger, such Agent or such Lender (after deduction, withholding or payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder or under any other Loan Document at the rates or in the amounts specified in this Agreement or under another Loan Document (as appropriate); provided , however , that no Borrower shall be required to increase any such amounts payable to any Arranger, any Agent or any Lender with respect to any Non-Excluded Taxes (i) that are attributable to such Arranger’s, such Agent’s or such Lender’s failure to comply with the requirements of paragraph (d) of this Section or (ii) in the case of any Lender making Loans to the US Borrower, United States withholding taxes imposed on amounts payable to such Arranger, such Agent or such Lender (solely at the time of the initial assignment, other than any Lender that becomes a Lender pursuant to section 2.24) at the time such Arranger, such Agent or such Lender becomes a party to this Agreement, except to the

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extent that such Arranger’s, such Agent’s or such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the applicable Borrower with respect to such Non-Excluded Taxes pursuant to this paragraph (a) or (iii) in the case of any Lender in respect of Loans to the Cayman Borrower, where Section 2.20(e) below provides that no increase is required under this Section 2.20(a). The applicable Borrower or Guarantor shall make any required withholding or deduction and pay the full amount withheld or deducted to the relevant tax authority or other Governmental Authority in accordance with applicable Requirements of Law.

(b) In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Whenever any Non-Excluded Taxes or Other Taxes are payable by or on behalf of a Borrower, as promptly as possible thereafter such Borrower shall send to the Administrative Agent for the account of the relevant Arranger, Agent or Lender, as the case may be, a certified copy of an original official receipt received by such Borrower showing payment thereof or other evidence of such payment reasonably satisfactory to the Administrative Agent. If a Borrower fails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, such Borrower shall indemnify the Arrangers, the Agents and the Lenders for any incremental taxes, interest or penalties that may become payable by any Arranger, any Agent or any Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(d) Each Lender (or Transferee) that is not a citizen or resident of the United States of America, a corporation, partnership or other entity created or organized in or under the laws of the United States of America (or any jurisdiction thereof), or any estate or trust that is subject to federal income taxation regardless of the source of its income (a “ Non-U.S. Lender ”) and that makes a Loan to the US Borrower shall deliver to the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest” a statement substantially in the form of Exhibit I to the effect that such Lender is eligible for a complete exemption from withholding of U.S. taxes under Section 871(h) or 881(c) of the Code and a Form W-8BEN, or any subsequent versions thereof or successors thereto properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by the US Borrower under this Agreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (and in the case of any Participant, on or before the date such Participant purchases the related participation). In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Administrative Agent (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant to this paragraph that such Non-U.S. Lender is not legally able to deliver.

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(e) The Cayman Borrower is not required to increase under Section 2.20(a) above an amount payable in respect of any withholding or deduction for or on account of UK tax on a payment of interest on a Loan made to the Cayman Borrower if, on the date on which the payment falls due: (i) the payment could have been made to the relevant Lender (which shall include payments made to the Administrative Agent as agent for such Lender) without such withholding or deduction if that Lender was a UK Qualifying Lender, but on that date that Lender is not or has ceased to be a UK Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; or (ii) the relevant Lender is a UK Qualifying Lender solely under sub-paragraph (i)(b) of the definition of “UK Qualifying Lender” and it has not, other than by reason of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law, or any published practice or concession of any relevant taxing authority, given a UK Tax Confirmation to the Cayman Borrower; or (iii) the relevant Lender is a UK Qualifying Lender solely under sub-paragraph (i)(b) of the definition of UK Qualifying Lender and an officer of HM Revenue & Customs has given (and not revoked) a direction (a “ Direction ”) under section 931 of ITA (as that provision has effect on the date on which the relevant Lender became a Lender) which relates to that payment and that Lender has received from the Cayman Borrower a certified copy of the Direction, and the payment could have been made to that Lender without any such withholding or deduction in the absence of Direction; or (iv) the relevant Lender is a Treaty Lender and the Cayman Borrower is able to demonstrate that the payment could have been made to the Lender without such withholding or deduction had the Lender complied with its obligations under Section 2.20(f) below.

(f) A Treaty Lender and the Cayman Borrower shall cooperate in completing any procedural formalities necessary for the Cayman Borrower to obtain authorization to make a payment without any withholding or deduction for or on account of UK tax.

(g) In order to prevent US backup withholding, (i) each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Administrative Agent, on or before the date such Lender becomes a part