Exhibit 10.13
EXECUTION
COPY
TRANSACTION FEE
AGREEMENT
TRANSACTION FEE AGREEMENT, dated as
of October 20, 2004, by and among Edgen Corporation, a Nevada
corporation (the “ Company ”), Jed DiPaolo
(“DiPaolo”), John B. Elstrott (“ Elstrott
”), Edgar Hotard (“ Hotard ”), Dan
O’Leary (“ O’Leary ”) and David L.
Laxton, III (“ Laxton ”).
W I T N E S S E T H
:
WHEREAS, the Company and its
subsidiaries (the “ Subsidiaries ”) are in the
business of supplying and distributing prime carbon and alloy steel
pipe to the energy, process and fabrication industries;
WHEREAS, the Company is evaluating
possible transactions pursuant to which one or more third parties
would acquire, either directly or through a subsidiary,
substantially all of the assets or alternatively, all of the issued
and outstanding capital shares of the Company and/or its
Subsidiaries (a “ Sale ”);
WHEREAS, each of DiPaolo, Elstrott
and Hotard serves as a director of the Company (collectively, the
“ Directors ”);
WHEREAS, O’Leary serves as
President and Chief Executive Officer of the Company and Edgen
Louisiana Corporation, a Louisiana corporation and a wholly-owned
subsidiary of the Company (“ Edgen Louisiana ”),
and Laxton serves as Chief Financial Officer and Senior Vice,
President of the Company and Edgen Louisiana (collectively, the
“ Executives ”);
WHEREAS, the Company desires that
each of the Directors continue his directorship arrangement with
the Company until the consummation of the Sale;
WHEREAS, the Company desires that
each of the Executives continue his employment with the Company and
Edgen Louisiana until the consummation of the Sale;
NOW, THEREFORE, in consideration of
the mutual covenants herein contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, hereto, intending to be legally bound
hereby, agree as follows:
1.
Effective Date . This Agreement shall be effective as
of the date first above written (the “ Effective Date
”),
2.
Compensation . Concurrent with the closing of (i) a
stock sale, merger, joint venture formation or other business
combination or recapitalization of the Company or its Subsidiaries
in connection with which control of the Company or its
Subsidiaries, as the case may be, is assumed by one or more
unaffiliated third parties (collectively, a “ Business
Combination ”), or (ii) a sale of all or substantially
all of the Company’s or its Subsidiaries’ assets (an
“ Asset Sale ”, and, together with a Business
Combination, a “ Transaction ”), the
