AGREEMENT AND PLAN OF MERGER among EDGEN GROUP INC. and SUMITOMO CORPORATION OF AMERICA and LOCHINVAR CORPORATION dated as of October 1, 2013Agreement and Plan of Merger • October 1st, 2013 • Edgen Group Inc. • Wholesale-metals service centers & offices • Delaware
This Agreement and Plan of Merger (this “Agreement”), is entered into as of October 1, 2013, by and among Edgen Group Inc., a Delaware corporation (the “Company”), Sumitomo Corporation of America, a New York corporation (“Parent”), and Lochinvar Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
VOTING AGREEMENTVoting Agreement • October 1st, 2013 • Edgen Group Inc. • Wholesale-metals service centers & offices • Delaware
This VOTING AGREEMENT, dated as of October 1, 2013 (this “Agreement”), is by and among Sumitomo Corporation of America, a New York corporation (“Parent”), and the stockholders of the Company listed on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”).
GUARANTEEExecution Version • October 1st, 2013 • Edgen Group Inc. • Wholesale-metals service centers & offices • Delaware
This Guarantee, dated as of October 1, 2013 (this “Guarantee”), is made by Sumitomo Corporation, a corporation organized under the laws of Japan (the “Guarantor”) in favor of 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 Holdings” and together with EM II LP, the “JCP Entities”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Sumitomo Corporation of America, a New York corporation (“Parent”), Lochinvar Corporation, a Delaware corporation (“Merger Sub”), and the Company. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. Reference is hereby further made to the Exchange and Tax Receivable Termination Agreement, dated as of the date
EXCHANGE AND TAX RECEIVABLE TERMINATION AGREEMENTExchange and Tax Receivable • October 1st, 2013 • Edgen Group Inc. • Wholesale-metals service centers & offices • Delaware
This Exchange and Tax Receivable Termination Agreement (this “Agreement”), is entered into as of October 1, 2013, by and among Edgen Group Inc., a Delaware corporation (the “Company”), Sumitomo Corporation of America, a New York corporation (“Parent”), Edgen Murray II, L.P., a Delaware limited partnership (“EM”), Bourland & Leverich Holdings LLC, a Delaware limited liability company (“B&L”), and EDG Holdco LLC, a Delaware limited liability company (“EDG Holdco”).
