FORM OF TAX RECEIVABLE AGREEMENTTax Receivable Agreement • March 28th, 2012 • Edgen Group Inc. • Wholesale-metals service centers & offices • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”) is dated as of ___________ __, 2012, by and between Edgen Group Inc., a Delaware corporation (“Edgen”), and [Edgen Murray II, L.P., a Delaware limited partnership / Bourland & Leverich Holdings LLC, a Delaware limited liability company1] (“Partnership”). Unless otherwise defined herein, capitalized terms have the meaning given to them in Article I hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2012 • Edgen Group Inc. • Wholesale-metals service centers & offices • Louisiana
THIS EMPLOYMENT AGREEMENT, dated as of the Effective Date (as defined below), is by and between Daniel J. O’Leary, an individual whose address is 17741 Brookcrest Avenue, Baton Rouge, Louisiana 70817 (the “Executive”), EDG Holdco LLC, a Delaware limited liability company (“EDGEN” or the “Company”) and Edgen Group Inc., a Delaware corporation (“Parent”).
REORGANIZATION AGREEMENTReorganization Agreement • March 28th, 2012 • Edgen Group Inc. • Wholesale-metals service centers & offices • Delaware
This is a REORGANIZATION AGREEMENT, dated as of [•], 2012 (the “Agreement”), by and among Edgen Group Inc., a Delaware corporation (“Edgen Group”), Edgen Murray II, L.P., a Delaware limited partnership (“EM II LP”), Bourland & Leverich Holdings, LLC, a Delaware limited liability company (“B&L”), EDG Holdco LLC, a Delaware limited liability company (“EDG LLC”), and EM Holdings LLC, a Delaware limited liability company (“EM Holdings”).
INVESTORS AND REGISTRATION RIGHTS AGREEMENT by and among EDGEN GROUP INC. and THE INVESTORS NAMED HEREIN Dated as of [ , 2012]Investors and Registration Rights Agreement • March 28th, 2012 • Edgen Group Inc. • Wholesale-metals service centers & offices • Delaware
THIS IS AN INVESTORS AND REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2012 (the “Agreement”), by and among Edgen Group Inc., a Delaware corporation (the “Company”), Edgen Murray II, L.P., a Delaware limited partnership (“EM II LP”), and Bourland & Leverich Holdings LLC, a Delaware limited liability company (“B&L” and, together with EM II LP, the “Investors” ). Each of the Investors are sometimes referred to herein individually as an “Investor”.
EDGEN GROUP INC. FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • March 28th, 2012 • Edgen Group Inc. • Wholesale-metals service centers & offices • Delaware
This INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______________, 2012, between Edgen Group Inc., a Delaware corporation (the “Company”) and _______________ (“Indemnitee”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 1 hereof.
FORM OF EXCHANGE AGREEMENTExchange Agreement • March 28th, 2012 • Edgen Group Inc. • Wholesale-metals service centers & offices • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of [ ], 2012, by and among Edgen Group Inc., a Delaware corporation (“Company”), EDG Holdco LLC, a Delaware limited liability company (“EDG”), and [Edgen Murray II, L.P., a Delaware limited partnership / Bourland & Leverich Holdings LLC, a Delaware limited liability company] (“Partnership”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF EDG HOLDCO LLC Dated as of [ ], 2012Limited Liability Company Operating Agreement • March 28th, 2012 • Edgen Group Inc. • Wholesale-metals service centers & offices • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of EDG Holdco LLC (the “Company”) is made as of the [ ] day of [ ], 2012, by and among Edgen Group Inc., a corporation formed under the laws of the State of Delaware (“Edgen Group”), Edgen Murray II, L.P., a limited partnership formed under the laws of the State of Delaware (“EM II LP”), and Bourland & Leverich Holdings LLC, a limited liability company formed under the laws of the State of Delaware (“B&L,” and, collectively with Edgen Group, EM II LP and other Persons who become members of the Company from time to time pursuant to this Agreement, for so long as he, she or it remains a member, the “Members”).
