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:
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.
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”
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.
