INTERCREDITOR JOINDER
Exhibit 10.15a
The undersigned, EQUIPMENT, INC., a company incorporated in Texas, hereby agrees to become party as a Subsidiary Guarantor under the Intercreditor Agreement dated as of May 11, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among (1) EDGEN MERGER CO., a Nevada corporation (the “US Company”), (2) EDGEN ▇▇▇▇▇▇ CAYMAN, a Cayman company (the “Cayman Company”, together with the US Company, collectively, the “Companies”), (3) EDGEN ▇▇▇▇▇▇ ▇▇, L.P., a Delaware limited partnership (“Holdings”), (4) certain subsidiaries of Holdings as guarantors pursuant to the First Lien Credit Agreement and the Second Lien Credit Agreement (each as defined below), (5) ▇▇▇▇▇▇ COMMERCIAL PAPER INC., in its capacity as security agent for the First Lien Term Credit Obligations (as defined below) (including its successors and assigns from time to time, the “First Lien Security Agent”), (6) ▇▇▇▇▇▇ COMMERCIAL PAPER INC., in its capacity as administrative agent for the First Lien Obligations (including its successors and assigns from time to time, the “First Lien Administrative Agent”), (7) ▇▇▇▇▇▇ COMMERCIAL PAPER INC., in its capacity as security agent for the Second Lien Term Credit Obligations (as defined below) (including its successors and assigns from time to time, the “Second Lien Security Agent”) and (8) ▇▇▇▇▇▇ COMMERCIAL PAPER INC., in its capacity as administrative agent for the Second Lien Obligations (including its successors and assigns from time to time, the “Second Lien Administrative Agent”), for all purposes thereof on the terms set forth therein, and to be bound by the terms of said Intercreditor Agreement as fully as if the undersigned had executed and delivered said Intercreditor Agreement as of the date thereof.
THIS INTERCREDITOR JOINDER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS INTERCREDITOR JOINDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has executed and delivered this Joinder as of September 21, 2007.
| EQUIPMENT, INC. | ||||
| By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III | |||
| Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III | |||
| Title: |
Vice President and Secretary | |||
ACKNOWLEDGED AND AGREED:
| ▇▇▇▇▇▇ COMMERCIAL PAPER INC., | ||
| as First Lien Security Agent | ||
| By: |
/s/ ▇▇▇▇ ▇▇▇▇▇ | |
| Name: |
▇▇▇▇ ▇▇▇▇▇ | |
| Title: |
Managing Director | |
| ▇▇▇▇▇▇ COMMERCIAL PAPER INC., as Second Lien Security Agent | ||
| By: |
/s/ ▇▇▇▇ ▇▇▇▇▇ | |
| Name: |
▇▇▇▇ ▇▇▇▇▇ | |
| Title: |
Managing Director | |