AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • 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.
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.
