EDGEN GROUP INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 10th, 2012 • Edgen Group Inc. • Wholesale-metals service centers & offices • Delaware
This INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of May 2, 2012, between Edgen Group Inc., a Delaware corporation (the “Company”) and Edward J. DiPaolo (“Indemnitee”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 1 hereof.
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • May 10th, 2012 • Edgen Group Inc. • Wholesale-metals service centers & offices • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”) is dated as of May 2, 2012, by and between Edgen Group Inc., a Delaware corporation (“Edgen”), and Bourland & Leverich Holdings LLC, a Delaware limited liability company (“Partnership”). Unless otherwise defined herein, capitalized terms have the meaning given to them in Article I hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 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”).
EXCHANGE AGREEMENTExchange Agreement • May 10th, 2012 • Edgen Group Inc. • Wholesale-metals service centers & offices • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of May 2, 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 (“Partnership”).
REORGANIZATION AGREEMENTReorganization Agreement • May 10th, 2012 • Edgen Group Inc. • Wholesale-metals service centers & offices • Delaware
This is a REORGANIZATION AGREEMENT, dated as of May 2, 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”).
SUPPLEMENTAL INDENTURESupplemental Indenture • May 10th, 2012 • Edgen Group Inc. • Wholesale-metals service centers & offices • New York
This Supplemental Indenture, dated as of May 2, 2012 (this “Supplemental Indenture” or “Guarantee”), is by and among EM Holdings LLC, a Delaware limited liability company (the “New Guarantor”), Edgen Murray Corporation, a Nevada corporation (the “Company”), and Edgen Murray II, L.P., a Delaware limited partnership (the “Existing Guarantor”), and The Bank of New York Mellon Trust Company, National Association, as Trustee (the “Trustee”) under the Indenture referred to below.
ContractInvestors and Registration Rights Agreement • May 10th, 2012 • Edgen Group Inc. • Wholesale-metals service centers & offices • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF EDG HOLDCO LLC Dated as of May 2, 2012Limited Liability Company Operating Agreement • May 10th, 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 2nd day of May, 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”).
