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 


 

















Company will pay
to the Directors, Executives and certain other individuals an aggregate amount
equal to 2% of the Transaction Amount (the “Transaction Fee”).


(a)           Concurrent with, and
as a condition to, the closing of a Transaction, the Company will pay to each
Director, in consideration of such Director’s continued services as a director
of the Company until the consummation of a Transaction, a fee in an amount set
forth opposite such Director’s name on Schedule A attached hereto (the “Director
Transaction Fee”).


(b)           Concurrent with, and
as a condition to, the closing of a Transaction, the Company will pay to each
Executive, in consideration of such Executive’s continued employment with the
Company and with Edgen Louisiana until the consummation of a Transaction, a fee
in an amount equal to the percentage set forth opposite such Executive’s name
on Schedule A attached hereto of the Transaction Fee (the “Executive
Transaction Fee”).


(c)           The balance of the
Transaction Fee shall be paid to certain individuals at the discretion of, and
by the mutual agreement of, Ira Kleinman and O’Leary.


(d)           “Transaction
Amount” as used herein, is defined as the total consideration paid or
contributed for the assets, or existing and any newly issued stock of the
Company or any of its Subsidiaries, and shall include amounts paid in cash,
notes, property, stock or other evidences of indebtedness or securities.  Any securities that form part or all of the
Transaction Amount will be valued at the quoted public market price or, in the
absence of a quoted market price, the fair value thereof.  If part of the consideration paid or
contributed in a Business Combination or Asset Sale shall be payable in
installments or shall be contingent, then the amount, if any, of the
Transaction Fee shall be payable in the proportionate amounts and at the same
time as such installments or contingent payments are made.  In the event of a recapitalization,
Transaction Amount shall equal the value of cash, notes, property and
securities distributed to the Company’s stockholders. The Transaction Fee will
be payable so long as a Transaction is consummated.


3.             Term.  The term of this Agreement shall commence on
the date hereof and shall terminate upon March 31, 2005 (the “Term”).


4.             Assignment.  Neither the Executive nor the Company may
assign this Agreement or any of their respective rights or obligations
hereunder, except that either of them may assign or transfer this Agreement to
any other person who or which acquires all or substantially all of their
respective property, business and assets.


5.             Severability.  The invalidity or unenforceability of any
provision of this Agreement shall, not in any manner or way affect any other
provision hereof; and this Agreement shall be construed, if possible, as if
amended to conform to legal requirement, failing which it shall be construed as
if any such offending provision were omitted.


6.             Governing Law.  This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of New York,
without giving effect to the conflicts of law principles there of.


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7.             Entire Agreement.  This Agreement constitutes the entire
understanding of the parties hereto with respect to the subject matter hereof.


8.             Binding Nature.  Subject to the restrictions on assignability
contained herein, each and all of the covenants, terms, conditions, provisions
and agreements herein contained shall be binding upon, and inure to the benefit
of, the parties hereto and their respective successors, heirs and permitted
assigns.


9.             Amendment, etc.  The provisions of this Agreement may not be
amended, waived, modified or changed except by an instrument in writing signed
by all of the parties hereto.  No waiver
of any breach or condition of this Agreement shall be deemed to be a waiver of
any other or subsequent breach or condition, whether or like or different
nature.


10.           Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be an original and all of which, when
taken together, shall constitute one and the same instrument.


 


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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their
representatives thereinto duly authorized on the date first above written.


	
  EDGEN CORPORATION

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Ira Kleinman

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Jed DiPaolo

  
	
   

  	
   

  	
  Jed DiPaolo

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ John B. Elsrott

  
	
   

  	
   

  	
  John B. Elsrott

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Edgar Hotard

  
	
   

  	
   

  	
  Edgar Hotard

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Dan O’Leary

  
	
   

  	
   

  	
  Dan O’Leary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ David L. Laxton

  
	
   

  	
   

  	
  David L. Laxton, III

  



 


 


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SCHEDULE
A




	
  Director

  	
   

  	
  Director Transaction Fee Amount

  
	
  Jed DiPaolo

  	
   

  	
  The lesser of $50,000 and 8.33% of the Transaction
  Fee

  
	
  John B. Elsrott

  	
   

  	
  The lesser of $50,000 and 8.33% of the Transaction
  Fee

  
	
  Edgar Hotard

  	
   

  	
  The lesser of $50,000 and 8.33% of the Transaction
  Pee

  
	
   

  	
   

  	
   

  
	
  Executive

  	
   

  	
  Executive Transaction Fee Amount Multiplier

  
	
  Dan O’Leary

  	
   

  	
  50%

  
	
  David L. Laxton III

  	
   

  	
  25%

  






 


 


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