AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2010 • Edgen Murray II, L.P. • Wholesale-metals service centers & offices • 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2010 • Edgen Murray II, L.P. • Wholesale-metals service centers & offices • New York
This REGISTRATION RIGHTS AGREEMENT dated December 23, 2009 (the “Agreement”) is entered into by and among Edgen Murray Corporation, a Nevada corporation (the “Company”), Edgen Murray II, L.P., a Delaware limited partnership (the “Guarantor”), and J.P. Morgan Securities Inc. (“JPMorgan”), Jefferies & Company, Inc., Barclays Capital Inc. and HSBC Securities (USA) Inc. (the “Initial Purchasers”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2010 • Edgen Murray II, L.P. • 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”).
LOAN PARTY JOINDER AGREEMENTLoan Party Joinder Agreement • April 6th, 2010 • Edgen Murray II, L.P. • Wholesale-metals service centers & offices • New York
THIS LOAN PARTY JOINDER AGREEMENT (this “Agreement”), dated as of January 29, 2010, is entered into between EMBZ II, L.L.C., a limited liability company registered in South Dakota with identification number DL019787 (the “New Subsidiary”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”) under that certain Credit Agreement, dated as of May 11, 2007 among Edgen Murray Corporation, Edgen Murray Canada Inc., Edgen Murray Europe Limited, Edgen Murray Pte., Ltd. (the “Borrowers”), the other Loan Parties party thereto, the Lenders party thereto, JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent, 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 AND SHANGHAI BANKING CORPORATION LIMITED, as the Singapore Administrative
GUARANTEE by MURRAY INTERNATIONAL METALS PTE. LIMITED in favour of STEELS (UK) QRS 16-58, INC of the obligations of MURRAY INTERNATIONAL METALS LIMITED in relation to Lease of Premises at Newbridge, Midlothian, ScotlandEdgen Murray II, L.P. • April 6th, 2010 • Wholesale-metals service centers & offices
MURRAY INTERNATIONAL METALS PTE. LIMITED (Company No. 200201097M) and having its Registered Office at 31 Tuas View Close, Singapore 637469 (herein called the Guarantor)
INTERCREDITOR AGREEMENTIntercreditor Agreement • April 6th, 2010 • Edgen Murray II, L.P. • Wholesale-metals service centers & offices • New York
This INTERCREDITOR AGREEMENT, is dated as of December 23, 2009 (as amended, restated, renewed, extended, supplemented or otherwise modified from time to time this “Agreement”), is entered into by and among (1) EDGEN MURRAY CORPORATION, a Nevada corporation (the “US Borrower”), (2) EDGEN MURRAY II, L.P., a Delaware limited partnership (“Holdings”), (3) JPMORGAN CHASE BANK, N.A., in its capacity as collateral agent for the Revolving Credit Obligations (“U.S. Revolving Credit Collateral Agent”), (4) JPMORGAN CHASE BANK, N.A., in its capacity as U.S. administrative agent for the Revolving Credit Obligations (“U.S. Revolving Credit Administrative Agent”), and (5) THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION in its capacity as collateral agent for the Notes Obligations (as defined below) (including its successors and assigns from time to time, the “Notes Collateral Agent”). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 6th, 2010 • Edgen Murray II, L.P. • Wholesale-metals service centers & offices • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is executed as of the 8th day of August, 2007, 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”), 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.
LEASE DATED [ ] DECEMBER, 2005 STEELS (UK) QRS 16-58, INC. (as Landlord) to MURRAY INTERNATIONAL METALS LIMITED (as Tenant) Land and 3 buildings located at NEWBRIDGE INDUSTRIAL ESTATE NEWBRIDGE MIDLOTHIANLease • April 6th, 2010 • Edgen Murray II, L.P. • Wholesale-metals service centers & offices
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 6th, 2010 • Edgen Murray II, L.P. • Wholesale-metals service centers & offices • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is executed as of the 8th day of June, 2007, 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”), 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.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 6th, 2010 • Edgen Murray II, L.P. • Wholesale-metals service centers & offices • New York
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
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 6th, 2010 • Edgen Murray II, L.P. • Wholesale-metals service centers & offices • New York
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is executed as of the 17th day of September, 2008, 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 AND SHANGHAI BANKING CORPORATION LIMITED, as the Singapore Administrative Agent and the Singapore
CREDIT AGREEMENT dated as of May 11, 2007 among EDGEN MURRAY CORPORATION, as the US Borrower, EDGEN MURRAY CANADA INC., as the Canadian Borrower, and EDGEN MURRAY EUROPE LIMITED, as the UK Borrower, The Other Loan Parties Party Hereto The Lenders...Credit Agreement • April 6th, 2010 • Edgen Murray II, L.P. • Wholesale-metals service centers & offices • New York
[The schedules, exhibits and annexes to this agreement have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted schedule, exhibit or annex to this agreement to the Securities and Exchange Commission upon its request.]
CONTRACT OF EMPLOYMENT between MURRAY INTERNATIONAL METALS LIMITED and MICHAEL CRAIG Dated: 28/6/94 & 16/5/94Edgen Murray II, L.P. • April 6th, 2010 • Wholesale-metals service centers & offices • Edinburgh
WHEREAS the Company is desirous of employing the Employee and the Employee is desirous of entering employment with the Company: NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:–
LOAN PARTY JOINDER AGREEMENTLoan Party Joinder Agreement • April 6th, 2010 • Edgen Murray II, L.P. • Wholesale-metals service centers & offices • New York
THIS LOAN PARTY JOINDER AGREEMENT (this “Agreement”), dated as of January 28, 2010, is entered into between Edgen Murray do Brasil Limitada, a sociedade por quotas de responsabilidade limitada registered in Brazil with identification number 11.313.909 (the “New Subsidiary”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”) under that certain Credit Agreement, dated as of May 11, 2007 among Edgen Murray Corporation, Edgen Murray Canada Inc., Edgen Murray Europe Limited, Edgen Murray Pte., Ltd. (the “Borrowers”), the other Loan Parties party thereto, the Lenders party thereto, JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent, 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 AND SHANGHAI BANKING CORPORATION LIMIT
FIFTH AMENDMENT TO CREDIT AGREEMENTIntercreditor Agreement • April 6th, 2010 • Edgen Murray II, L.P. • Wholesale-metals service centers & offices • New York
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is executed as of the 18th day of December, 2009 (the “Amendment 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”, together with the US Borrower, the Canadian Borrower and the UK Borrower, the “Borrowers”), 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
12 1/4% Senior Secured Notes due 2015Intercreditor Agreement • April 6th, 2010 • Edgen Murray II, L.P. • Wholesale-metals service centers & offices • New York
INDENTURE dated as of December 23, 2009, among EDGEN MURRAY CORPORATION, a Nevada corporation, as issuer (the “Company”), Edgen Murray II, L.P., a Delaware limited partnership, as a guarantor (“Holdings”) and the other GUARANTORS (as defined herein) from time to time parties hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee”).
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF EDGEN MURRAY II, L.P. DATED AS OF MAY 11, 2007Limited Partnership Agreement • April 6th, 2010 • Edgen Murray II, L.P. • Wholesale-metals service centers & offices • Delaware
This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”), dated as of May 11, 2007, of EDGEN MURRAY II, L.P., a Delaware limited partnership (the “Partnership”), is by and among Edgen Murray II GP, LLC, a Delaware limited liability company, as general partner (the “General Partner”), and the individuals and entities listed on Schedule I attached hereto as amended from time to time in accordance herewith, as limited partners (the “Limited Partners”). The General Partner and the Limited Partners are sometimes referred to herein collectively as the “Partners,” or each individually as a “Partner.” Certain capitalized terms are defined in Section 1.8 hereof.
Edgen Murray Corporation Purchase AgreementRegistration Rights Agreement • April 6th, 2010 • Edgen Murray II, L.P. • Wholesale-metals service centers & offices • New York
Edgen Murray Corporation, a Nevada corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representatives”), $465,000,000 principal amount of its 12.250% Senior Secured Notes due 2015 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of the Closing Date (as defined below) (the “Indenture”) among the Company, Edgen Murray II, L.P., a Delaware limited partnership (the “Guarantor” or “Holdings”), and The Bank of New York Mellon, as trustee (the “Trustee”), and will be guaranteed on a senior secured basis by the Guarantor (the “Guarantee”).
