GUARANTEE byGuarantee • November 13th, 2006 • Edgen Murray PLC
MURRAY INTERNATIONAL METALS PTE. LIMITED (Company No. 200201097M) and having its Registered Office at 31 Tuas View Close, Singapore 637469 (herein called the Guarantor)
PURCHASE AGREEMENTPurchase Agreement • November 13th, 2006 • Edgen Murray PLC
Pipe Acquisition Finance Plc, a company incorporated under the laws of England and Wales (the “Finance Corporation”), Pipe Acquisition Limited, a company incorporated under the laws of England and Wales (the “Successor”) and each of the Guarantors (as hereinafter defined) hereby agree with you as follows:
SERVICE AGREEMENTService Agreement • November 13th, 2006 • Edgen Murray PLC
LEASE DATED [ ] DECEMBER, 2005 STEELS (UK) QRS 16-58, INC. (as Landlord) to MURRAY INTERNATIONAL METALS LIMITED (as Tenant) Land and 3 buildings located at NEWBRIDGE INDUSTRIAL ESTATE NEWBRIDGE MIDLOTHIANLease • November 13th, 2006 • Edgen Murray PLC
DEED OF ACCESSION dated 25 January 2006 for MURRAY INTERNATIONAL METALS PTE LIMITEDDeed of Accession • November 13th, 2006 • Edgen Murray PLC • England
THIS DEED dated the 25th day of January 2006 is made by MURRAY INTERNATIONAL METALS PTE LIMITED of 31 Tuas View Close, Singapore 637469 (the New Party”).
DATED 30th NOVEMBER 2005Sale and Purchase Agreement • November 13th, 2006 • Edgen Murray PLC
Dated 25 January 2006 MURRAY INTERNATIONAL METALS PTE. LIMITED as Chargor In favour of THE BANK OF NEW YORK as Security TrusteeDebenture • November 13th, 2006 • Edgen Murray PLC
FACILITY AGREEMENT FOR MURRAY INTERNATIONAL METALS LIMITED arranged by THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND as Mandated Lead Arranger with THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND acting as Agent THE GOVERNOR AND COMPANY OF THE...Facility Agreement • November 13th, 2006 • Edgen Murray PLC • England
The Bank of New York, as Trustee and Collateral Agent Senior Secured Floating Rate Notes due 2010Indenture • November 13th, 2006 • Edgen Murray PLC • New York
INDENTURE, dated as of December 16, 2005, among PIPE ACQUISITION FINANCE PLC, a company incorporated under the laws of England and Wales (the “Finance Corporation”), PIPE ACQUISITION LIMITED, a company incorporated under the laws of England and Wales and parent of the Finance Corporation (the “Company”), the Guarantors (as herein defined) parties hereto and THE BANK OF NEW YORK, a New York banking corporation as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Collateral Agent”).
DATED 30 NOVEMBER 2005Agreement for the Sale and Purchase of Shares • November 13th, 2006 • Edgen Murray PLC • England
DEBENTURE BETWEEN THE COMPANIES NAMED IN THIS DEED AS CHARGING COMPANIES - and - THE BANK OF NEW YORK as Security Trustee re: $130,000,000 Senior Secured Floating Rate Notes to Pipe Acquisition Finance Plc This Debenture is subject to an Intercreditor...Debenture • November 13th, 2006 • Edgen Murray PLC • England
INTERCREDITOR AGREEMENT dated 16 December, 2005 among THE COMPANIES NAMED HEREIN as Companies and THE BANK OF NEW YORK as Trustee, Collateral Agent and Subordinated Security Trustee and THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND as Agent and...Intercreditor Agreement • November 13th, 2006 • Edgen Murray PLC • England
ACCESSION LETTER by way of a Deed dated 25 January 2006 from MURRAY INTERNATIONAL METALS PTE LIMITED and PIPE ACQUISITION LIMITED To 111E GOVERNOR AND COMPANY OF THE BANK OF SCOTLANDAccession Letter • November 13th, 2006 • Edgen Murray PLC
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • November 13th, 2006 • Edgen Murray PLC
B The Vendor has agreed to sell and the Purchaser has agreed to purchase, upon the terms and conditions hereinafter set out, the residue of the leasehold estate of a term of 60 years commencing 9 July 1996 in the Property (defined hereinafter), being one of building plots comprised in the industrial estate, in its vacant and undeveloped state for the purpose of constructing and building thereon by and at the Purchaser’s own cost and expense a detached factory budding in accordance with the terms and conditions set out in this Agreement.
SUPPLEMENTAL INDENTURESupplemental Indenture • November 13th, 2006 • Edgen Murray PLC • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of January 25, 2006, by and among the party identified in the signature page of this Supplemental Indenture as a Guaranteeing Subsidiary (the “Guaranteeing Subsidiary”), Pipe Acquisition Finance Plc (the “Issuer”), Pipe Acquisition Limited (the “Company”), Murray International Metals Limited (“MIM Ltd.”) and The Bank of New York, as trustee under the Indenture referred to below (the “Trustee”).
DATED Fifteenth of May, 1999 LAND LEASE made between THE GOVERNMENT OF DUBAI and Murray International Metals Limited Operating as Murray International Metals Middle EastLand Lease • November 13th, 2006 • Edgen Murray PLC • Dubai
THE GOVERNMENT OF DUBAI (hereinafter called “the Landlord”, acting through Jebel Ali Free Zone Authority of P.O. Box 17000, Jebel Ali, Dubai, United Arab Emirates (hereinafter called “the Authority”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2006 • Edgen Murray PLC • New York
Pursuant to a purchase agreement (the “Purchase Agreement”) dated December 13, 2005 by and among Pipe Acquisition Finance Plc, a company incorporated under the laws of England and Wales (the “Issuer”), Pipe Acquisition Limited, a company incorporated under the laws of England and Wales (the “Successor”), and as of the Closing Date, Murray International Metals Limited, a company incorporated under the laws of England and Wales (the “Company”), and Jefferies and Company, Inc. as initial purchaser (the “Initial Purchaser”), the Issuer issued and sold to the Initial Purchaser, on the date hereof, upon the terms set forth in the Purchase Agreement, $130,000,000 aggregate principal amount of Senior Secured Floating Rate Notes due 2010 (each, a “Note” and collectively, the “Notes”).
