REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 2nd, 2005 • Edgen Louisiana CORP • New York
Pursuant to a purchase agreement dated January 25, 2005 (the “Purchase Agreement”) by and among Edgen Acquisition Corporation, a Nevada corporation (the “Acquired Corporation”), Edgen Corporation, a Nevada corporation (the “Company”), the subsidiary guarantors named therein and Jefferies and Company, Inc. as initial purchaser (the “Initial Purchaser”) (the “Purchase Agreement”), the Acquired Corporation issued and sold to the Initial Purchaser, on the date hereof, upon the terms set forth in the Purchase Agreement, $105,000,000 aggregate principal amount of 9 7/8% Senior Secured Notes due 2011 (each, a “Note” and collectively, the “Notes”). In connection with the acquisition of the Acquired Corporation by the Company and the merger of the Acquired Corporation with and into the Company (the “Merger”), the Company has (a) assumed all obligations of the Acquired Corporation under the Purchase Agreement and (b) entered into a supplemental indenture to the Indenture (as defined below), by a
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2005 • Edgen Louisiana CORP • Louisiana
AMENDED AND RESTATED EMPLOYMENT AGREEMENT effective as of the 1st day of January 2005 (the “Effective Date”), by and between Daniel J. O’Leary, an individual whose address is 17741 Brookcrest Avenue, Baton Rouge, Louisiana 70817 (the “Executive”), Edgen Louisiana Corporation, a Louisiana corporation (“EDGEN” or the “Company”), and Edgen Corporation, a Nevada corporation (“Parent”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2005 • Edgen Louisiana CORP • 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”).
INDENTURE, dated as of February 1, 2005, among EDGEN ACQUISITION CORPORATION as Issuer, THE GUARANTORS HEREAFTER PARTIES HERETO, as GuarantorsIndenture • May 2nd, 2005 • Edgen Louisiana CORP • New York
INDENTURE, dated as of February 1, 2005, among Edgen Acquisition Corporation, a Nevada corporation (the “Company”), the Guarantors (as herein defined) hereafter parties hereto and The Bank of New York, as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Collateral Agent”).
EDGEN ACQUISITION CORPORATION to be merged with and into EDGEN CORPORATION PURCHASE AGREEMENTPurchase Agreement • May 2nd, 2005 • Edgen Louisiana CORP • New York
Edgen Acquisition Corporation, a Nevada corporation (the “Acquisition Corporation”) to be merged (the “Merger”) with and into Edgen Corporation, a Nevada corporation (the “Company”), the Company and each of the Guarantors (as hereinafter defined) hereby agree with you as follows:
OPERATING AGREEMENT AND BY-LAWS OF Edgen Alloy Products Group, L.L.C.Operating Agreement • May 2nd, 2005 • Edgen Louisiana CORP • Louisiana
This Operating Agreement and By-laws (this “Agreement”), made and entered into effective as of the date and time that the Louisiana Secretary of State issues a certificate of organization for the Company, constitutes the Operating Agreement for Edgen Alloy Products Group, L.L.C. (the “Company”). This Agreement and the Articles of Organization of the Company (the “Articles”) shall be binding on all holders of Shares (as hereinafter defined) of the Company as Members of the Company and all transferees of such Shares as substituted or additional Members of the Company (collectively, the “Members” and individually, a “Member”).
SECURITIES HOLDERS AGREEMENT by and among EDGEN ACQUISITION CORPORATION, ING FURMAN SELZ INVESTORS III L.P., ING BARINGS GLOBAL LEVERAGED EQUITY PLAN LTD., ING BARINGS U.S. LEVERAGED EQUITY PLAN LLC, and THE OTHER INVESTORS NAMED HEREIN Dated as of...Securities Holders Agreement • May 2nd, 2005 • Edgen Louisiana CORP • New York
THIS IS A SECURITIES HOLDERS AGREEMENT, dated as of February 1, 2005 (the “Agreement”), by and among Edgen Acquisition Corporation, a Nevada corporation (the “Company”), ING Furman Selz Investors III L.P., a Delaware limited partnership (“ING Furman Selz”), ING Barings Global Leveraged Equity Plan Ltd., a Bermuda corporation, (“ING Barings Global”), ING Barings U.S. Leveraged Equity Plan LLC, a Delaware limited liability company (“ING Barings U.S.” and, together with ING Furman Selz and ING Barings Global, “JCP Funds” “), and the individuals designated as Management Investors on the signature pages hereto (the “Management Investors”). Each of the JCP Funds and each of the Management Investors and any other investor in the Company who becomes a party to or agrees to be bound by this Agreement are sometimes referred to herein individually as an “Investor” and collectively as the “Investors.”
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT GMAC COMMERCIAL FINANCE LLC (AS LENDER AND AS AGENT) and THE LENDERS SIGNATORY HERETO FROM TIME TO TIME (AS LENDERS) with EDGEN CARBON PRODUCTS GROUP, L.L.C. (AS A BORROWER) EDGEN ALLOY PRODUCTS GROUP,...Loan and Security Agreement • May 2nd, 2005 • Edgen Louisiana CORP • New York
Borrowers, Guarantors, Lenders and Agent are parties to a Loan and Security Agreement dated as of February 27, 2004 (as amended, modified and supplemented prior to the date hereof, the “Existing Loan Agreement”) pursuant to which Lenders (the “Existing Lenders”) and Agent provide the Borrowers thereunder with certain financial accommodations. This Agreement is being entered into for the purpose of, among other things, amending and restating the Existing Loan Agreement on the terms and conditions herein set forth.
SECURITIES PURCHASE AGREEMENT by and among EDGEN ACQUISITION CORPORATION and THE MANAGEMENT INVESTORS NAMED HEREIN Dated as of February 1, 2005Securities Purchase Agreement • May 2nd, 2005 • Edgen Louisiana CORP • New York
THIS IS A SECURITIES PURCHASE AGREEMENT, dated as of February 1, 2005 (the “Agreement”), by and among Edgen Acquisition Corporation, a Nevada corporation (the “Company”), and the individuals designated as Management Investors on the signature pages hereto (such individuals, the “Management Investors”).
STOCK PURCHASE AGREEMENT among EDGEN ACQUISITION CORPORATION, as Purchaser, EDGEN CORPORATION, as Edgen, The Stockholders set forth on the Stockholder Signature Page attached hereto as Sellers, and THE SELLERS REPRESENTATIVE Dated as of December 31, 2004Stock Purchase Agreement • May 2nd, 2005 • Edgen Louisiana CORP • New York
This STOCK PURCHASE AGREEMENT dated as of December 31, 2004 (the “Agreement”), is by and among Edgen Acquisition Corporation, a Nevada corporation (the “Purchaser”), Edgen Corporation, a Nevada corporation (“Edgen”), the stockholders of Edgen listed on the Schedule 1.1(a) attached hereto (each a “Seller” and collectively, the “Sellers”) and Harvest Partners III, LP, a Delaware limited partnership, as the Sellers Representative. The Purchaser, Sellers and Edgen are sometimes referred to collectively herein as the “Parties.” Certain capitalized terms which are used herein are defined in Article I below.
SUPPLEMENTAL INDENTURESupplemental Indenture • May 2nd, 2005 • Edgen Louisiana CORP • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of February 1, 2005, among the Edgen Corporation, a Nevada corporation (the “Company”), the parties identified in the signature page of this Supplemental Indenture as a Guaranteeing Subsidiary (each a “Guaranteeing Subsidiary”) of the Company, and The Bank of New York, as trustee under the Indenture referred to below (the “Trustee”).
SECURITY AGREEMENTSecurity Agreement • May 2nd, 2005 • Edgen Louisiana CORP • New York
This SECURITY AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Security Agreement”), dated as of February 1, 2005, is made by EDGEN CORPORATION, a Nevada corporation (as successor by merger to Edgen Acquisition Corporation) (the “Company”), each Guarantor (as defined below) signatory hereto, and each other Guarantor which may from time to time hereafter become a party hereto pursuant to Section 7.5 (each, individually, an “Additional Grantor”, and collectively, the “Additional Grantors”, and together with the Company, each such Subsidiary, each, individually, a “Grantor”, and collectively, the “Grantors”), 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.
SECURITIES PURCHASE AGREEMENT by and among EDGEN ACQUISITION CORPORATION, ING FURMAN SELZ INVESTORS III L.P., ING BARINGS GLOBAL LEVERAGED EQUITY PLAN LTD., and ING BARINGS U.S. LEVERAGED EQUITY PLAN LLC Dated as of February 1, 2005Securities Purchase Agreement • May 2nd, 2005 • Edgen Louisiana CORP • New York
THIS IS A SECURITIES PURCHASE AGREEMENT, dated as of February 1, 2005 (the “Agreement”), by and among Edgen Acquisition Corporation, a Delaware corporation (the “Company”), ING Furman Selz Investors III L.P., a Delaware limited partnership (“ING Furman Selz”), ING Barings Global Leveraged Equity Plan Ltd., a Bermuda corporation, (“ING Barings Global”), ING Barings U.S. Leveraged Equity Plan LLC, a Delaware limited liability company (“ING Barings U.S.” and, together with ING Furman Selz and ING Barings Global, the “JCP Funds”). The JCP Funds are sometimes referred to herein individually as an “Investor” and collectively as the “Investors.”
INTERCREDITOR AGREEMENTIntercreditor Agreement • May 2nd, 2005 • Edgen Louisiana CORP • New York
THIS INTERCREDITOR AGREEMENT (“Intercreditor Agreement”) dated as of February 1, 2005, is by and between GMAC COMMERCIAL FINANCE LLC, a Delaware limited liability company (“GMAC CF”), as agent for the GMAC Facility Lenders defined below (in such capacity, along with any successors and assigns acting as agent for the GMAC Facility Debt (as defined below), the ”GMAC Facility Agent”) and THE BANK OF NEW YORK, a New York banking corporation, as trustee under the Note Agreement (as defined below) (in such capacity, the “Trustee”) and collateral agent for the Noteholders (as defined below) (in such capacity, along with any successors and assigns acting as agent for the Note Debt (as defined below), the ”Note Agent”).
