Edgen Corporation REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2005 • Edgen Corp • Wholesale-metals service centers & offices • New York
Pursuant to a purchase agreement dated December 7, 2005 by and among Edgen Corporation, a Nevada corporation (the “Company”), the Subsidiary Guarantors (as defined below) and Jefferies and Company, Inc. as initial purchaser (the “Initial Purchaser”) (the “Purchase Agreement”), the Company issued and sold to the Initial Purchaser, on the date hereof, upon the terms set forth in the Purchase Agreement, $31,000,000 aggregate principal amount of 9 7/8% Senior Secured Notes due 2011 (each, a “Note” and collectively, the “Notes”). As consideration for the purchase of the Notes and the Guarantees by the Initial Purchaser, the Company and the Subsidiary Guarantors agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 3rd, 2006 • Edgen Corp • Wholesale-metals service centers & offices • Louisiana
This AMENDED AND RESTATED AGREEMENT made as of the 30th day of April, 2004 by and between CRAIG S. KIEFER, an individual residing at 415 Carriage Creek Lane, Friendswood, TX 77546 (the "Executive"), EDGEN CARBON PRODUCTS GROUP, L.L.C., a Louisiana limited liability company (the "Company"), and EDGEN CORPORATION, a Nevada corporation ("Parent").
31,000,000 EDGEN CORPORATION 97/8% Senior Secured Notes due 2011 PURCHASE AGREEMENTPurchase Agreement • December 9th, 2005 • Edgen Corp • Wholesale-metals service centers & offices • New York
Edgen Corporation, a Nevada corporation (the "Company"), and each of the Guarantors (as hereinafter defined) hereby agree with you as follows:
CONSENT, JOINDER AND AMENDMENT NO. 2 to AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 3rd, 2007 • Edgen Corp • Wholesale-metals service centers & offices • New York
CONSENT, JOINDER AND AMENDMENT NO. 2 (this “Amendment”) is entered into as of December 28, 2006, by and among EDGEN CARBON PRODUCTS GROUP, L.L.C., a limited liability company organized under the laws of the State of Louisiana (“Edgen Carbon”), EDGEN ALLOY PRODUCTS GROUP, L.L.C., a limited liability company organized under the laws of the State of Louisiana (“Edgen Alloy” and together with Edgen Carbon, each individually an “Existing Borrower” and collectively, the “Existing Borrowers”), EDGEN CORPORATION, a corporation organized under the laws of the State of Nevada (“Holdings”), and EDGEN LOUISIANA CORPORATION, a corporation organized under the laws of the State of Louisiana (“Sub-Holdings” and together with Holdings, each an “Existing Guarantor” and collectively, the “Existing Guarantors”), the financial institutions which are now or which hereafter become a party to the Loan Agreement (as hereinafter defined) (each a “Lender” and collectively, the “Lenders”) and GMAC COMMERCIAL FINA
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • November 20th, 2006 • Edgen Corp • Wholesale-metals service centers & offices • New York
This Third Supplemental Indenture (this “Third Supplemental Indenture”), dated as of October 5, 2006, is made by and among Edgen Corporation, a Nevada corporation (the “Company”), Edgen Alloy Products Group, L.L.C., a Louisiana limited liability company (“Edgen Alloy”), Edgen Carbon Products Group, L.L.C., a Louisiana limited liability company (“Edgen Carbon”), Edgen Louisiana Corporation, a Louisiana corporation (“Edgen Louisiana” and, together with Edgen Alloy and Edgen Carbon, the “Guarantors”), and The Bank of New York, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”) under the Indenture referred to below.
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 30th, 2007 • Edgen Murray Corp • Wholesale-metals service centers & offices • Nevada
This Agreement and Plan of Merger (“Agreement”) is made and dated as of December 27, 2006, by and among Edgen Corporation, a Nevada corporation (“Edgen” or the “Surviving Constituent Entity”), and each of Edgen Louisiana Corporation, a Louisiana corporation (“ELC”), Edgen Carbon Products Group, L.L.C., a Louisiana limited liability company (“ECPG”), and Edgen Alloy Products Group, L.L.C., a Louisiana limited liability company (“EAPG” and, together with ELC and ECPG, the “Merging Constituent Entities”) pursuant to the provisions of Nevada Revised Statutes (“NRS”) 92A.005 et seq. and Louisiana Revised Statutes (“LRS”), La.R.S. 12:111 et seq. of the Louisiana Business Corporation Law and La.R.S. 12:1357 et seq. of the Louisiana Limited Liability Company Act.
MANAGEMENT AGREEMENTManagement Agreement • June 14th, 2005 • Edgen Corp • Wholesale-metals service centers & offices • New York
MANAGEMENT AGREEMENT (this “Agreement”) made as of this 1st day of February, 2005 by and among FS Private Investments III LLC (“JCP”) and Edgen Corporation, a Nevada corporation (the “Company”).
TRANSACTION FEE AGREEMENTTransaction Fee Agreement • April 3rd, 2006 • Edgen Corp • Wholesale-metals service centers & offices • New York
TRANSACTION FEE AGREEMENT, dated as of October 20, 2004, by and among Edgen Corporation, a Nevada corporation (the “Company”), Jed DiPaolo (“DiPaolo”), John B. Elstrott (“Elstrott”), Edgar Hotard (“Hotard”), Dan O’Leary (“O’Leary”) and David L. Laxton, III (“Laxton”).
SUPPLEMENT TO SECURITY AGREEMENTSecurity Agreement • December 21st, 2005 • Edgen Corp • Wholesale-metals service centers & offices
This SUPPLEMENT NO. 1, dated as of December 16, 2005 (this “Supplement”), to the Security Agreement, dated as of February 1, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Security Agreement”), initially among Edgen Corporation (the “Company”) and various affiliates thereof in favor of THE BANK OF NEW YORK, as collateral agent (together with its successor(s) thereto, in such capacity the “Collateral Agent”) for each of the Secured Parties (such and other capitalized terms being used herein with the meanings provided, or incorporated by reference, in the Security Agreement), is made by the undersigned.
AGREEMENT FOR THE SALE AND PURCHASE OF STOCK IN MURRAY INTERNATIONAL METALS INC.Agreement for the Sale and Purchase of Stock • December 1st, 2005 • Edgen Corp • Wholesale-metals service centers & offices
JOINDER AND AMENDMENT NO. 1 to AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 21st, 2005 • Edgen Corp • Wholesale-metals service centers & offices • New York
JOINDER AND AMENDMENT NO. 1 (this “Amendment”) is entered into as of December 16, 2005, by and among EDGEN CARBON PRODUCTS GROUP, L.L.C., a limited liability company organized under the laws of the State of Louisiana (“Edgen Carbon”), EDGEN ALLOY PRODUCTS GROUP, L.L.C., a limited liability company organized under the laws of the State of Louisiana (“Edgen Alloy”) (Edgen Carbon and Edgen Alloy, each individually a “Borrower” and collectively, the “Borrowers”), EDGEN CORPORATION, a corporation organized under the laws of the State of Nevada (“Holdings”), EDGEN LOUISIANA CORPORATION, a corporation organized under the laws of the State of Louisiana (“Sub-Holdings” and, together with Holdings and each other Person designated as such on the signature pages hereto, each an “Existing Guarantor” and collectively, the “Existing Guarantors”), MURRAY INTERNATIONAL METALS, INC., a corporation organized under the laws of Texas (“Murray”, and together with the Existing Guarantors, each a “Guarantor”
GMAC COMMERCIAL FINANCE LLC 1290 Avenue of the Americas, 3rd Floor New York, New York 10104 November 30, 2005Loan and Security Agreement • December 1st, 2005 • Edgen Corp • Wholesale-metals service centers & offices • New York
Reference is hereby made to the Amended and Restated Loan and Security Agreement dated as of February 1, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement") by and among GMAC COMMERCIAL FINANCE LLC, as agent for the Lenders party thereto ("Agent"), the Lenders party thereto, EDGEN CARBON PRODUCTS GROUP, L.L.C., EDGEN ALLOY PRODUCTS GROUP, L.L.C., as Borrowers and certain other Loan Parties. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Loan Agreement.
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • March 30th, 2007 • Edgen Murray Corp • Wholesale-metals service centers & offices • New York
This Fourth Supplemental Indenture (this “Fourth Supplemental Indenture”), dated as of December 31, 2006, is made by and among EDGEN MURRAY CORPORATION, a Nevada corporation formerly known as Edgen Corporation (the “Company”) and The Bank of New York, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”) under the Indenture referred to below.
EMPLOYMENT AGREEMENTEmployment Agreement • April 3rd, 2006 • Edgen Corp • Wholesale-metals service centers & offices • Louisiana
This AGREEMENT made as of the 1st day of January, 2004 by and between ROBERT L. GILLELAND, an individual residing at 61 James Towne Court, Baton Rouge, LA 70809 (the "Executive"), EDGEN ALLOY PRODUCTS GROUP, L.L.C., a Louisiana limited liability company (the "Company"), and EDGEN CORPORATION, a Nevada corporation ("Parent").
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • December 21st, 2005 • Edgen Corp • Wholesale-metals service centers & offices • New York
This Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of December 16, 2005, is made by and among Edgen Corporation, a Nevada corporation (the “Company”), Edgen Alloy Products Group, L.L.C., a Louisiana limited liability company (“Edgen Alloy”), Edgen Carbon Products Group, L.L.C., a Louisiana limited liability company (“Edgen Carbon”), Edgen Louisiana Corporation, a Louisiana corporation (“Edgen Louisiana” and, together with Edgen Alloy and Edgen Carbon, the “Existing Guarantors”), Murray International Metals, Inc., a Texas corporation (the “Guaranteeing Subsidiary” and, together with the Existing Guarantors, the “Guarantors”), and The Bank of New York, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”) under the Indenture referred to below.
