Third Amendment to Credit Agreement, dated as of August 12, 2008




 Exhibit 10.3c 
 THIRD AMENDMENT TO CREDIT AGREEMENT 
 THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is executed as of the 12th day of August, 2008 (the “Effective Date”), by and among EDGEN MURRAY CORPORATION, a
Nevada corporation (the “US Borrower”), EDGEN MURRAY CANADA INC., an Alberta corporation (the “Canadian Borrower”), EDGEN MURRAY EUROPE LIMITED, a limited company incorporated under the
laws of England and Wales with registered number 01241058 (the “UK Borrower”), EDGEN MURRAY PTE. LTD., an entity organized under the laws of Singapore (the “Singapore Borrower”), the other Loan
Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as the Administrative Agent, the US Collateral Agent and the Issuing Bank, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as the Canadian Administrative Agent and
the Canadian Collateral Agent, J.P. MORGAN EUROPE LIMITED, as the UK Administrative Agent and the UK Collateral Agent, and THE HONGKONG & SHANGHAI BANKING CORPORATION LIMITED, as the Singapore Administrative Agent and the
Singapore Collateral Agent. 
 W I T N E S S E T H: 
 WHEREAS, the Borrowers, certain affiliates of the Borrowers, the Lenders, the Agents and the Issuing Bank are parties to
that certain Credit Agreement dated as of May 11, 2007 (as amended, supplemented and modified from time to time, the “Credit Agreement;” unless otherwise defined herein, all capitalized terms used herein which are
defined in the Credit Agreement shall have the meaning given such terms in the Credit Agreement), pursuant to which the Lenders provide certain financing to the Borrowers in accordance with the terms and conditions set forth therein; and 

WHEREAS, the Borrowers, the Agents and the Lenders on the date hereof desire to amend the Credit Agreement as set forth
herein. 
 NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confirmed, the parties hereto hereby agree as follows: 
 SECTION 1.    Amendments to the Credit Agreement.    In reliance on the representations, warranties, covenants and agreements
contained in this Amendment, but subject to the satisfaction of each condition precedent set forth in Section 2 hereof, the Credit Agreement shall be amended effective as of the date hereof in the manner provided in this
Section 1. 
 1.1        Definition of Aggregate
Availability.    The definition of “Aggregate Availability” contained in Section 1.01 of the Credit Agreement shall be amended and restated in its entirety to read as follows:

 “Aggregate Availability” means, at any time, an amount equal to the
sum of the US Availability, the Canadian Availability and the UK Collateral Availability; provided, that for purposes of calculating Aggregate Availability,









 
UK Collateral Availability shall not be less than zero; provided, further in no event shall Aggregate Availability exceed the amount equal to (a) the aggregate amount of the US
Revolving Commitments at such time minus (b) the Commitment Reserves established at such time with respect to the US Revolving Commitments, the UK Revolving Commitments and the Canadian Revolving Commitments minus (c) the US
Credit Exposure at such time. 
 1.2        Definition of
Applicable Rate.    The definition of “Applicable Rate” contained in Section 1.01 of the Credit Agreement shall be amended and restated in its entirety to read as follows: 

“Applicable Rate” means, for any day, with respect to any ABR Loan, Eurocurrency
Loan, B/A Loan, UK Base Rate Loan or Canadian Prime Rate Loan to the US Borrower, the UK Borrower or the Canadian Borrower or with respect to the commitment fees payable hereunder, as the case may be, the applicable rate per annum set forth below
under the caption “ABR Spread”, “Eurocurrency Spread”, “UK Base Rate Spread”, “B/A Spread”, “Canadian Prime Rate Spread” or “Commitment Fee Rate”, as the case may be, based upon the Average
Availability for the three (3) month period ending on the most recent Rate Adjustment Date, provided that until the first Rate Adjustment Date, the “Applicable Rate” shall be the applicable rate per annum set forth below
in Category 2: 
  

																					
	  	  	 	  	 	  	Eurocurrency Spread	  	 	  	 	  	Commitment Fee Rate
	 Aggregate
 Average
 Availability
	  	UK Base
Rate Spread	  	ABR Spread	  	US
Loans	  	Can.
Loans	  	UK
Loans	  	B/A
Spread	  	Can.
Prime
Rate
Spread	  	US	  	Can.	  	UK
											
	 Category 1
 < $50,000,000
	  	2.50%	  	1.00%	  	2.25%	  	2.25%	  	2.50%	  	2.25%	  	1.75%	  	0.35%	  	0.35%	  	0.50%
											
	 Category 2
 > $50,000,000 but
 < $100,000,000
	  	2.25%	  	0.75%	  	2.00%	  	2.00%	  	2.25%	  	2.00%	  	1.50%	  	0.35%	  	0.35%	  	0.50%
											
	 Category 3
 > $100,000,000
	  	2.00%	  	0.50%	  	1.75%	  	1.75%	  	2.00%	  	1.75%	  	1.25%	  	0.35%	  	0.35%	  	0.50%

 Without
limitation of any other provision of this Agreement or any other remedy available to the Agents or the Lenders under any of the Loan Documents, to the extent that any borrowing base certificate delivered by any Borrower pursuant to
Section 5.01 is incorrect in any respect and as a result thereof, Average Availability is overstated for any period the Administrative Agent may recalculate Average Availability for such period and, if such recalculation results in a
higher Applicable Rate, then upon written notice thereof to the Borrower Representative, the higher Applicable Rate shall be applied retroactively from the applicable Rate Adjustment Date. 
  

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 1.3        Section 2.22
of the Credit Agreement; Increase in US Revolving Commitment; Amendment to Commitment Schedule.    Pursuant to Section 2.22 of the Credit Agreement, (a) the US Revolving Commitment shall be increased by the
amount of $25,000,000 such that the aggregate US Revolving Commitments equals $165,000,000, (b) the Commitment Schedule shall be deleted in its entirety and the Commitment Schedule attached to this Amendment shall be substituted in lieu
thereof, (c) the Commitment of each Lender shall be the amount set forth opposite its name on the Commitment Schedule attached to this Amendment, (d) no additional future increase in Commitments pursuant to Section 2.22 of the Credit
Agreement shall be permitted, and (e) the Commitment Increase Notice required to be delivered by the Borrowers pursuant to Section 2.22(a) of the Credit Agreement is hereby waived with respect to the increase in the US Revolving
Commitments being implemented concurrent with the effectiveness of this Amendment. 
 1.4        Section 6.04 of the Credit Agreement.    Clause (d) of Section 6.04 of the Credit Agreement shall be amended and restated in their
entirety to read as follows: 
 (d)        loans or
advances made by any Loan Party to any other Loan Party or Subsidiary and made by any Subsidiary to any Loan Party or any other Subsidiary, provided that (i) such loans and advances shall be evidenced by the Global Intercompany Note,
(ii) after giving effect to any loan or advance by a US Borrower or any Subsidiary of the US Borrower which is a US Loan Party to Holdings or any Loan Party which is not a US Loan Party, US Availability is not less than $15,000,000 and no Event
of Default exists, (iii) after giving effect to any loan or advance by the UK Borrower or any Subsidiary of the UK Borrower which is a UK Loan Party to any Loan Party which is not a UK Loan Party, UK Availability is not less than $15,000,000
(which amount shall be $10,000,000 during the period commencing on August 12, 2008 and ending on October 31, 2008) and no Event of Default exists, (iv) after giving effect to any loan or advance by the Canadian Borrower or any
Subsidiary of the Canadian Borrower which is a Canadian Loan Party to any Loan Party which is not a Canadian Loan Party, Canadian Availability is not less than $2,500,000 and no Event of Default exists, (v) after giving effect to any loan or
advance by any US Borrower, Canadian Borrower or UK Borrower or any of their Subsidiaries which is a Loan Party to any Subsidiary which is not a Loan Party, Aggregate Availability is not less than $40,000,000 (which amount shall be $30,000,000
during the period commencing on August 12, 2008 and ending on the earlier to occur of (A) October 31, 2008 and (B) the date Edgen Murray FZE becomes the UAE Borrower under and pursuant to the terms of this Agreement) and no Event
of Default exists, and (vi) after giving effect to any loan or advance by any Singapore Loan Party or any UAE Loan Party to any Loan Party or Subsidiary which is not a Singapore Loan Party or UAE Loan Party; aggregate Singapore Availability and
UAE Availability is not less than $2,500,000 and no Event of Default exists; 
 SECTION
2.    Conditions Precedent.    The effectiveness of the amendments contained in Section 1 hereof is subject to the satisfaction of each of the following conditions precedent: 
  

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 2.1        Documentation.    The Administrative Agent shall have received counterparts of this Amendment executed on behalf of each Loan Party, the Administrative
Agent, the Required Lenders and each of the Lenders increasing their Commitments as provided in Section 1.3 of this Amendment. 
 2.2        Payment of Fees.    The Administrative Agent shall have received payment of any and all fees owing in connection with
this Amendment, including (a) a commitment increase fee payable to each US Revolving Lender whose US Revolving Commitment is being increased pursuant to this Amendment in the amount of 100 basis points (1%) on the amount of such increase
and (b) to the extent invoiced, the reasonable fees, charges and disbursements of counsel for the Administrative Agent. 
 2.3        Absence of Defaults.    After giving effect to the amendments to the Credit Agreement set forth in this Amendment, no
Default or Event of Default shall exist. 
 2.4        Legal
Opinion.    The US Borrower shall have delivered to the Administrative Agent a favorable opinion of Dechert LLP, counsel to the US Borrower dated as of the Effective Date, addressed to the Administrative Agent and the
Lenders and covering such matters in connection with the foregoing as the Administrative Agent or the Lenders may reasonably request, in a form and substance reasonably satisfactory to the Administrative Agent and its counsel. 
 SECTION 3.    Representations and Warranties.    In order to induce
the Agents and each Lender to enter into this Amendment, the Loan Parties hereby jointly and severally represent and warrant to the Agents and each Lender that: 
 3.1        Authorization, Enforceability.    The execution, delivery and performance of this Amendment are
within each Loan Party’s organizational powers and has been duly authorized by all necessary organizational actions and, if required, actions by equity holders. This Amendment has been duly executed and delivered by each Loan Party and
constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and
subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 
 3.2        Governmental Approvals; No Conflicts.    This Amendment (a) does not require any consent or approval of, registration or filing with, or any other
action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any Requirement of Law applicable to any Loan Party or any of its Subsidiaries, (c) will not violate or
result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its
Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries, except Liens created pursuant to the Loan Documents (in the case of clauses (b) (other than as it
relates to the Certificate of Incorporation and Bylaws or other

  

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organizational documents of a Loan Party) or (c), which would not reasonably be expected to have a Material Adverse Effect). 
 3.3        Absence of Defaults.    After giving
effect to the amendments to the Credit Agreement set forth in this Amendment, either a Default nor an Event of Default has occurred which is continuing. 
 3.4        No Defense.    No Borrower has any defense to payment, counterclaim or rights of set-off with respect to the Secured
Obligations on the date hereof. 
 SECTION 4.    Miscellaneous. 
 4.1        Reaffirmation of Loan Documents; Extension of
Liens.    Any and all of the terms and provisions of the Credit Agreement and the Loan Documents shall, except as amended hereby, remain in full force and effect. The applicable Loan Parties hereby extend the Liens
securing the Secured Obligations until the Secured Obligations have been paid in full, and agree that the amendments herein contained shall in no manner affect or impair the Secured Obligations or the Liens securing payment and performance thereof,
all of which are ratified and confirmed. 
 4.2        Parties in
Interest.    All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. 
 4.3        Counterparts.    This Amendment may be
executed in counterparts, and all parties need not execute the same counterpart; however, no party shall be bound by this Amendment until this Amendment has been executed by each Loan Party, the Required Lenders and each of the Lenders increasing
their Commitments as provided in Section 1.3 of this Amendment at which time this Amendment shall be binding on, enforceable against and inure to the benefit of the Loan Parties and all Lenders. Facsimiles shall be effective as
originals. 
 4.4        COMPLETE
AGREEMENT.    THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 
 4.5        Headings.    The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience only and shall not be deemed
to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof. 
 4.6        No Implied Waivers.    No failure or delay on the part of the Lenders in exercising, and no course of dealing with respect to, any right, power or
privilege under this Amendment, the Credit Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this

  

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Amendment, the Credit Agreement or any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 
 4.7        Review and Construction of
Documents.    Each Loan Party hereby acknowledges, and represents and warrants to the Agents and the Lenders, that (a) such Loan Party has had the opportunity to consult with legal counsel of its own choice and have
been afforded an opportunity to review this Amendment with its legal counsel, (b) such Loan Party has reviewed this Amendment and fully understands the effects thereof and all terms and provisions contained herein, (c) such Loan Party has
executed this Amendment of its own free will and volition, and (d) this Amendment shall be construed as if jointly drafted by the Loan Parties and the Lenders. The recitals contained in this Amendment shall be construed to be part of the
operative terms and provisions of this Amendment. 
 4.8        Arms-Length/Good Faith.    This Amendment has been negotiated at arms-length and in good faith by the parties hereto. 
 4.9        Interpretation.    Wherever the
context hereof shall so require, the singular shall include the plural, the masculine gender shall include the feminine gender and the neuter and vice versa. 
 4.10        Severability.    In case any one or more of the provisions contained in this Amendment shall for
any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Amendment shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained herein. 
 4.11        Confirmation of Loan Guaranty, Assignments; Further Assurances.    By signing below where indicated each Loan Party in its capacity as Loan Guarantor,
hereby acknowledges and approves the Credit Agreement, as amended by this Amendment, and the Loan Documents (including, without limitation, any and all documents delivered in connection with this Amendment) and the terms thereof; and specifically
agrees to comply with all provisions which refer to or affect such Loan Guarantor, the Loan Guaranty and any matter in connection therewith. Without limiting the generality of the foregoing, each Loan Guarantor specifically consents to all of the
transactions contemplated in this Amendment and further agrees and confirms that the Loan Guaranty executed and provided to the Agents and Lenders, as applicable, by such Loan Guarantor, continue in full force and effect in favor of the Agents and
Lenders, as applicable. The payment of the Guaranteed Obligations (or applicable portion thereof) shall continue to be unconditionally guaranteed by, and Loan Guarantor hereby confirms and ratifies, the Loan Guaranty, and hereby unconditionally
guarantees the prompt and full payment of the Guaranteed Obligations to the Agents and Lenders, as applicable, in accordance with the terms of the Loan Guaranty. Each Loan Party shall make, execute or endorse, and acknowledge and deliver or file or
cause same to be done, all such documents, notices or other assurances, and take all such other action, as any Agent may, from time to time, deem reasonably necessary or proper in connection with this Amendment and the Credit Agreement, as amended
hereby. 
  

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 4.12        WAIVER OF JURY
TRIAL.    EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AMENDMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
 4.13        Governing Law.    This Amendment and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of
the State of New York, but giving effect to federal laws applicable to national banks. 
 [Signature Pages Follow] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their respective authorized officers on the date and year first above written. 
  

					
	THE BORROWERS:	 	EDGEN MURRAY CORPORATION
			
		 	By:	 	 /s/ David L. Laxton, III

		 	Name:	 	David L. Laxton, III
		 	Title:	 	Secretary
		
		 	EDGEN MURRAY CANADA INC.
			
		 	By:	 	 /s/ David L. Laxton, III

		 	Name:	 	David L. Laxton, III
		 	Title:	 	Secretary
		
		 	EDGEN MURRAY EUROPE LIMITED
			
		 	By:	 	 /s/ K.A. Cockburn

		 	Name:	 	 K.A. Cockburn

		 	Title:	 	 Director

		
		 	EDGEN MURRAY PTE. LTD.
			
		 	By:	 	 /s/ K.A. Cockburn

		 	Name:	 	 K.A. Cockburn

		 	Title:	 	 Director


  

 Signature Page to Third Amendment to Credit Agreement 










											
	OTHER LOAN PARTIES:	 	EDGEN MURRAY II, L.P.
		 	By:	 	Edgen Murray II GP, LLC, its general partner
		 		 	By:	 	 Jefferies Capital Partners IV L.P., its
 managing member

		 		 		 	By:	 	 Jefferies Capital Partners IV, LLC,
 its manager

		 		 		 		 	By:	 	 /s/ David L. Laxton, III

		 		 		 		 	Name:	 	David L. Laxton, III
		 		 		 		 	Title:	 	 Executive Vice President
 and
Chief Financial Officer

		
		 	EDGEN MURRAY LLC
			
		 	By:	 	 /s/ David L. Laxton, III

		 	Name:	 	David L. Laxton, III
		 	Title:	 	Secretary
		
		 	EDGEN MURRAY CAYMAN CORPORATION
			
		 	By:	 	 /s/ David L. Laxton, III

		 	Name:	 	David L. Laxton, III
		 	Title:	 	Executive Vice President and Treasurer
		
		 	PIPE ACQUISITION LIMITED
			
		 	By:	 	 /s/ David L. Laxton, III

		 	Name:	 	David L. Laxton, III
		 	Title:	 	Director

  

 Signature Page to Third Amendment to Credit Agreement 










					
	AGENTS/LENDERS:	 	JPMORGAN CHASE BANK, N.A., individually, as US Administrative Agent, US Collateral Agent, a US Revolving Lender, Issuing Bank and Swingline
Lender
			
		 	By:	 	 /s/ Timothy J. Whitefoot

		 	Name:	 	Timothy J. Whitefoot
		 	Title:	 	Vice President
		
		 	JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, individually, as Canadian Administrative Agent, Canadian Collateral Agent and a Canadian Revolving
Lender
			
		 	By:	 	 /s/ Steve Voigt

		 	Name:	 	 Steve Voigt

		 	Title:	 	 Senior Vice President

		
		 	J.P. MORGAN EUROPE LIMITED, individually, as UK Administrative Agent and UK Collateral Agent
			
		 	By:	 	 /s/ Tim Jacob

		 	Name:	 	 Tim Jacob

		 	Title:	 	 Senior Vice President

		
		 	JPMORGAN CHASE BANK, N.A., LONDON BRANCH, individually, as a UK Revolving Lender
			
		 	By:	 	 /s/ Tim Jacob

		 	Name:	 	 Tim Jacob

		 	Title:	 	 Senior Vice President


  

 Signature Page to Third Amendment to Credit Agreement 










			
	BANK OF SCOTLAND, as a US Revolving Lender and as a UK Revolving Lender
		
	By:	 	 /s/ Nigel Thomas Walker

	Name:	 	 Nigel Thomas Walker

	Title:	 	 Director

	
	HBOS CANADA, as a Canadian Revolving Lender
		
	By:	 	 /s/ Nigel Thomas Walker

	Name:	 	 Nigel Thomas Walker

	Title:	 	 Director



  

 Signature Page to Third Amendment to Credit Agreement 










			
	HSBC BUSINESS CREDIT (USA), INC., as a US Revolving Lender
		
	By:	 	 /s/ Jimmy Schwartz

	Name:	 	 Jimmy Schwartz

	Title:	 	 Vice President

	
	HSBC BANK PLC, as a UK Revolving Lender
		
	By:	 	 /s/ Douglas F. Baikie

	Name:	 	 Douglas F. Baikie

	Title:	 	 Senior Corporate Banking Manager

	
	HSBC BANK CANADA, as a Canadian Revolving Lender
		
	By:	 	 /s/ Craig Lynn

	Name:	 	 Craig Lynn

	Title:	 	 Assistant Vice President HSBC Bank Canada

		
	By:	 	 /s/ Lyndsay Thompson

	Name:	 	 Lyndsay Thompson

	Title:	 	 Account Manager Commercial Financial Services

	
	THE HONGKONG & SHANGHAI BANKING CORPORATION LIMITED, as a Singapore Revolving Lender, Singapore Administrative Agent and Singapore Collateral
Agent
		
	By:	 	 /s/ Sim Yong Chan

	Name:	 	 Sim Yong Chan

	Title:	 	 Vice President Commercial Banking



  

 Signature Page to Third Amendment to Credit Agreement 










			
	THE CIT GROUP/BUSINESS CREDIT, INC., as a US Revolving Lender
		
	By:	 	 /s/ Jang Kim

	Name:	 	 Jang Kim

	Title:	 	 Vice President

	
	CIT CAPITAL FINANCE UK LIMITED, as a UK Revolving Lender
		
	By:	 	 Helen Rose

	Name:	 	 Helen Rose

	Title:	 	 Senior Director

	
	CIT FINANCIAL LTD., as a Canadian Revolving Lender
		
	By:	 	 /s/ Evan C. Bennitt

	Name:	 	 Evan C. Bennitt

	Title:	 	 Director



  

 Signature Page to Third Amendment to Credit Agreement 









 COMMITMENT SCHEDULE 
  

									
	 Lender
	  	US Revolving
Commitment1	  	Canadian
Revolving
Commitment2	  	UK Revolving
Commitment3	  	Singapore
Revolving
Commitment
	 JPMorgan Chase Bank, N.A.
	  	$45,666,666.67	  	N/A	  	N/A	  	N/A
	 JPMorgan Chase Bank, N.A., London Branch
	  	N/A	  	N/A	  	$13,333,333.34	  	N/A
	 JPMorgan Chase Bank, N.A., Toronto Branch
	  	N/A	  	$2,000,000	  	N/A	  	N/A
	 HSBC Business Credit (USA), Inc.
	  	$45,666,666.67	  	N/A	  	N/A	  	N/A
	 HSBC Bank Plc
	  	N/A	  	N/A	  	$13,333,333.33	  	N/A
	 HSBC Bank Canada
	  	N/A	  	$2,000,000	  	N/A	  	N/A
	 The Hong Kong & Shanghai Banking Corporation Limited
	  	N/A	  	N/A	  	N/A	  	$10,000,000
	 Bank of Scotland
	  	$45,666,666.66	  	N/A	  	$13,333,333.33	  	N/A
	 HBOS Canada
	  	N/A	  	$2,000,000	  	N/A	  	N/A
	 The CIT Group/Business Credit, Inc.
	  	$28,000,000    	  	N/A	  	N/A	  	N/A
	 CIT Capital Finance UK Limited
	  	N/A	  	N/A	  	$10,000,000     	  	N/A
	 CIT Financial Ltd.
	  	N/A	  	$1,500,000	  	N/A	  	N/A
	 Total
	  	$165,000,000  	  	$7,500,000	  	$50,000,000    	  	$10,000,000

  
  
  
  
  
  
  
  
  
  
 1 The US Revolving Commitment will be reduced by
the Dollar Equivalent of the Canadian Credit Exposure and the UK Credit Exposure at any time. 
 2 The Canadian Revolving Commitment is a
sub-facility of the US Revolving Commitment and therefore does not increase the total Commitments of the Lenders above the total US Revolving Commitments. 
 3 The UK Revolving Commitment is a sub-facility of the US Revolving Commitment and therefore does not increase the total Commitments of the Lenders above the total US Revolving Commitments. 
  

 Commitment Schedule