10-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-K

ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR

THE FISCAL YEAR ENDED DECEMBER 31, 2005

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR

THE TRANSITION PERIOD FROM            TO              

COMMISSION FILE NUMBER 333-124543

EDGEN CORPORATION
(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	13-3908690 (I.R.S. Employer Identification No.)
18444 Highland Road Baton Rouge, Louisiana (Address of principal executive offices)	70809 (Zip Code)

225-756-9868
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes o        No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes ý        No o

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes o        No ý

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Check one:    Large accelerated filer o        Accelerated filer o        Non-accelerated filer ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes o        No ý

        The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant is not applicable as no public market for the voting stock of the registrant exists.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date:

        As of March 30, 2006, there were 2,681,564 shares of Common Stock, par value $0.01 per share, of the registrant outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:
None

EDGEN CORPORATION

TABLE OF CONTENTS

PART I
Item 1.	Business	1
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	19
Item 2.	Properties	19
Item 3.	Legal Proceedings	20
Item 4.	Submission of Matters to a Vote of Security Holders	21
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
Item 6.	Selected Financial Data	21
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 8.	Financial Statements and Supplementary Data	43
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	76
Item 9A.	Controls and Procedures	76
Item 9B.	Other Information	76
PART III
Item 10.	Directors and Executive Officers of the Registrant	77
Item 11.	Executive Compensation	79
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	83
Item 13.	Certain Relationships and Related Transactions	85
Item 14.	Principal Accountant Fees and Services	87
PART IV
Item 15.	Exhibits, Financial Statement Schedules	89
SIGNATURES		93
EXHIBIT INDEX		94

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FORWARD-LOOKING STATEMENTS

This report includes "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). Forward looking statements are those that do not relate solely to historical fact. They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. They may contain words such as "believe," "anticipate," "expect," "estimate," "intend," "project," "plan," "should," "may," or "could" or words or phrases of similar meaning. They may relate to, among other things: our expected business outlook, anticipated financial and operating results, our business strategy and means to implement the strategy, our objectives, the amount and timing of capital expenditures, the likelihood of our success in expanding our business, financing plans, budgets, working capital needs and sources of liquidity.

Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on our management's beliefs and assumptions, which in turn are based on currently available information. Important assumptions relating to the forward looking statements include, among others, assumptions regarding demand for our products, the expansion of product offerings geographically or through new applications, the timing and cost of planned capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Forward-looking statements also involve known and unknown risks and uncertainties, which could cause actual results that differ materially from those contained in any forward looking statement. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to, the following:

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our substantial leverage;



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volatility in the oil and gas, processing and power generation industries that we serve;



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oil and gas drilling activities in North and South America;



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steel price volatility;



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general economic conditions and construction activity in North and South America;



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the risks associated with the expansion of our business;



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our possible inability to integrate any businesses we acquire;



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domestic and foreign competitive pressures;



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fluctuations in industry-wide inventory levels;



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fluctuations in currency exchange rates;



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asserted and unasserted claims against us;



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compliance with laws and regulations, including those relating to environmental matters;



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technological changes; and



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other factors discussed under "Item 1A. Risk Factors" or elsewhere in this report

Given these risks and uncertainties, we urge you to read this report completely and with the understanding that actual future results may be materially different from what we plan or expect. In addition, these forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing obligation to disclose material information as required by federal securities laws, we do not intend to update you concerning any future revisions to any forward looking statements to reflect events or circumstances occurring after the date of this report.

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PART I

ITEM 1. BUSINESS

General

Unless otherwise provided in this report, references to "we," "us," and "our Company" refer to Edgen Corporation and its consolidated subsidiaries.

        We are a leading global distributor of specialty steel pipe, pipe components, and high grade structural sections and plates for use in niche applications, primarily in the oil and gas, processing and power generation industries. The products we distribute are highly specialized and are used in environments that require high performance characteristics, such as the ability to withstand highly corrosive or abrasive materials, extremely high or low temperatures, or high-pressure. These products are principally used in maintenance and repair projects, expansions of infrastructure and development projects.

        We have two operating segments—our alloy products group and our carbon products group. Our alloy products group primarily distributes alloy-based specialty pipes, fittings and flanges that are principally used in high-pressure, extreme temperature and high-corrosion applications such as in heating, desulphurization, refrigeration and liquefied natural gas units in the processing and refining industries, and in heat recovery steam generation units in the power generation industry. Our carbon products group primarily distributes prime carbon-based specialty pipes, fittings and flanges that are principally used in high-yield, high-tensile, abrasive applications such as the gathering and transmission of oil, natural gas and phosphates, and conductor casing. With the acquisition of Murray International Metals, Inc. ("MIM US"), the U.S. subsidiary of Murray International Metals, Ltd. ("MIM UK"), in December 2005, our carbon products group expanded its products to include high yield and special grade structural steel, primarily high grade steel tubes, plates and sections, used in the construction of offshore drilling oil and gas infrastructure, drilling and production platforms and well heads used in oil and gas projects.

        We purchase specialty steel pipe, fittings and pipe components from manufacturers and sell these products in smaller quantities to a diverse base of end-users and certain maintenance, repair and operations (MRO) distributors for use in high performance niche applications. As an intermediary between these manufacturers and end-users, we provide manufacturers, or our vendors, with the inventory stocking and distribution capabilities necessary to effectively service the product and delivery needs of end-users. Also, for our vendors we are a volume purchaser that performs sales, marketing, inventory and credit functions with respect to the products we distribute for them. These are functions that manufacturers generally are not as well-equipped as we are to perform, given the specialized nature of the markets we serve.

        We are a one-stop supply source for many end-users and certain MRO distributors for a broad range of these highly specialized products. We serve our customers by providing them with products, service, inventory management, technical product knowledge and just-in-time product delivery. Our significant distribution capabilities include field locations that stock and distribute inventory and that are in close proximity to our customers. This enables us to provide our customers with rapid execution on their product orders, often within 24 hours of their order. We also provide ancillary services and support to customer specifications for many of the products we sell, including cutting, welding, threading, coating, cleaning and painting.

        We are headquartered in Baton Rouge, Louisiana and we currently operate in 17 locations, including 15 in the United States and two in Canada. Fourteen of our locations currently stock inventory for distribution. For the combined twelve months ended December 31, 2005, our total sales were $281.7 million, and our sales for our alloy products group and our carbon products group were $76.6 million and $205.1 million, respectively. For the year ended December 31, 2004, our total sales

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were $207.8 million, and our sales for our alloy products group and our carbon products group were $52.2 million and $155.6 million, respectively. For an explanation of combined results, see "Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations—Predecessor and Successor." For additional financial information concerning the Company's operating segments and within geographical areas, see note 12 to our audited consolidated financial statements included elsewhere in this report.

        We are a Nevada corporation and our principal offices are located at 18444 Highland Road, Baton Rouge, Louisiana 70809. Our telephone number is (225) 756-9868. Our annual report on From 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are available free of charge at the Securities and Exchange Commission's ("SEC") website at www.sec.gov.

Industry Overview

        We operate within the steel pipe, pipe components, and high grade structural sections and plates industry which is comprised of manufacturers and distributors of welded or seamless pipe, pipe components, sections and plates made from carbon steel and various alloy steels. This industry consists of a large number of small companies, which are limited with respect to product line, inventory size, and customers who are generally located within a specific geographic area, and a few relatively large distribution and manufacturing companies.

        Full service distributors like us fulfill an important function for many end-users. Manufacturers sell pipe, tube and components generally in large volumes only to distributors or end-users that can order in large quantities and tolerate relatively long lead times. By providing storage, distribution and services in accordance with customer specifications, distributors act as an effective intermediary between manufacturers and end-users. The inventory management and just-in-time delivery services provided by full service distributors reduce the need, and associated costs and capital requirements, for an end-user to perform its own inventory functions. During 2005, we believe the specialty pipe and components and structural steel product markets have experienced increased distribution activity driven by customers' maintenance and capital expenditure levels. We believe the increase in capital and maintenance expenditure levels is primarily attributable to customers' confidence in oil and gas prices and continuing consumer demand.

Business Strengths

        We offer a broad range of specialized products.    We are an effective intermediary between vendors and buyers of highly specialized steel pipe, fittings and pipe components and high grade structural sections and plates for use in high performance niche applications. We offer and deliver a broad range of products that are difficult for our customers to purchase directly from manufacturers because of the large order size and lengthy lead times typically required by manufacturers. Our diverse inventory of specialized products includes over 14,000 stock-keeping units (SKUs) for specialty pipes, fittings and pipe components and structural sections and plates. For many of our customers, we can function as a single inventory source for all of their specialty product requirements.

        We have significant distribution capabilities.    We currently operate in 17 locations, including 15 in the United States and two in Canada. Fourteen of our locations currently stock inventory for quick turnaround to our customers. As of December 31, 2005, we had an approximately 92-member sales force consisting of field sales representatives as well as on-site sales and service representatives who provide 24-hour customer support. Our distribution locations are primarily located throughout the United States and are in close proximity to our U.S. customers so that we can ship the majority of our products in an expedited manner. In addition, we have developed strong relationships with logistics providers and other shippers to provide access to reliable transportation. These distribution capabilities enable us to provide our customers with rapid execution of their specialized orders.

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        Our vendor network is extensive.    We have mutually beneficial, longstanding relationships with an established network of vendors. We believe our vendor relationships are difficult for others to replicate. There are a limited number of manufacturers with the capabilities to produce high grade specialty pipe, component products, and high yield structural steel plates and sections, and we are a volume purchaser of their products. Our global network enables us to stock and distribute a considerable breadth of products for use in niche markets. Although we concentrate our purchasing power on a select group of highly valued vendors, we currently have multiple sources for the products we distribute and are not dependent on any single manufacturer.

        We have a broad customer base.    We distribute to a diverse base of over 2,000 customers in a variety of geographic locations and industries. Our customers include, among others, oil and gas companies, processing and fabrication companies, power generation companies, and MRO distributors. They are generally large companies with recognized names in their respective industries. For the combined twelve months ended December 31, 2005, our top ten customers represented approximately 28% of our total sales and one customer represented approximately 9.6% of total sales. For the year ended December 31, 2004, our top ten customers represented less than 23% of our total sales and no single customer represented more than 6% of total sales. Due to the nature of our business, customer sales concentrations may materially fluctuate from quarter to quarter based on customer needs.

        We focus on high margin specialty products.    We focus on high margin specialty steel pipe, pipe components and high grade structural steel products that are designed for their high performance characteristics and are frequently used in harsh or extreme environments. Concentrating our sales and marketing resources on higher margin products has contributed to our higher gross profit margins and sales per employee.

        We have a streamlined operating structure.    In 2003, we focused efforts on capturing the synergies, efficiencies and business development opportunities from integrating the businesses we had acquired since 1997. Since that time, we continue to focus on identifying and implementing operating efficiencies within the Company including the integration of facilities and use of technology to provide quality service to customers and enhance inventory management. We believe these efforts result in streamlined operations and provide us the opportunity to enhance our position as a single source specialty pipe and components and structural steel distributor to our customers and vendors. For the combined twelve months ended December 31, 2005, compared to the years ended December 31, 2004 and 2003, we increased inventory turns to 3.2 times from 2.8 times and 2.1 times, respectively.

        We have an experienced management team.    We have an experienced executive management team, averaging nearly 25 years of experience in the steel pipe distribution industry. Daniel J. O'Leary, our President and Chief Executive Officer, has 28 years of experience in the pipe and tube industry and has held executive management positions at Stupp Corporation, Maverick Tube Corporation, Lone Star Steel Company and Red Man Pipe & Supply Company. Our management team also has substantial experience operating under a leveraged capital structure, as well as significant acquisition experience gained from our acquisition of eight companies since 1997. In connection with the closing of the Buy-out Transaction and the creation of our parent holding company, discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations," our management made equity investments of approximately $2.4 million and $0.9 million, respectively, and now owns approximately 11% and of the common interests and approximately 6% of the preferred interests in our parent holding company, Edgen/Murray, L.P.

Business Strategy

        Maximize Business Development Opportunities.    Consistent with our efforts to integrate our acquisitions and streamline our operating structure, we have focused on maximizing opportunities for business development. We have repositioned our field sales and business development team to work

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together with our regional sales offices, with a focus on increasing sales to our current customers and developing new customers across our entire portfolio of specialty products. As part of this effort, we intend to continue to:

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leverage our broad product portfolio by developing relationships with end-users with purchasing needs ranging across all areas of our product portfolio;



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focus our business development efforts on identifying opportunities to offer our full portfolio of carbon and alloy based products to end-users, fabricators and engineering and construction firms;



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penetrate the MRO distribution market to increase opportunities for us to provide products to these MRO suppliers for distribution to their end-users;



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use customer feedback to enable us to provide meaningful product and service solutions through our inventory depth and breadth, our vendor relationships and our distribution capabilities; and



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expand customer development opportunities with engineering and construction companies to capitalize on the broad range of products that we can provide to large capital projects.

        Expand Our International Presence.    The international specialty pipe and component market is substantially larger than the domestic market and provides significant potential growth opportunity for our business. Many of our domestic customers have international operations and may provide a built-in market for our products as we expand into select international markets. We have five field sales representatives dedicated to international business development, two outside international sales agents with whom we contract on an agency basis and seven multilingual on-site sales and service representatives focused solely on the international effort. For the combined twelve months ended December 31, 2005, our sales to international customers increased over 100% to $38.6 million, compared to $16.5 million for the year ended December 31, 2004. The majority of these sales were to customers in Asia, Canada, Middle East, Mexico, Western Europe, and South America. As of December 31, 2005, our international order backlog was approximately $14.6 million.

        Optimize Purchasing and Inventory Levels.    Our vendors often consider us to be a preferred customer, and in some instances, a single distribution channel for their specialty products. We aim to continue to build strong relationships with our vendors. While we have established favorable relationships with certain vendors, we continue to maintain secondary suppliers for all key products. During 2004 and 2005, we consolidated our purchasing power significantly. For the combined twelve months ended December 31, 2005, approximately 58% of our purchases were from our top ten vendors, compared to 55% and 43% in 2004 and 2003, respectively. By consolidating our purchasing power we have gained favored status with certain vendors in regard to lead times, discounts and payment terms. As we continue to strengthen our vendor relationships, we are able to devote increased resources to providing our customers with products that are of greater importance to their business and have fewer substitutes.

        Pursue Accretive Strategic Acquisitions.    Since 1997, we have grown through a series of eight acquisitions including the acquisition of Western Flow Products, Inc. ("Western Flow") in July 2005, and MIM US in December 2005. We continue to evaluate strategic acquisition opportunities in our core business as they become available, with a view to expanding our geographical reach to attract new customers and more effectively service existing customers.

History

        We were founded in 1983 as Thomas Pipe and Steel, Inc. and were acquired in 1996 by an investor group. Since 1996, we have grown from a one location domestic distribution business in Baton Rouge, Louisiana with a limited product line to a leading global distributor with a diverse product offering and

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17 locations—15 in the United States and two in Canada. We have achieved this growth through eight add-on acquisitions and two greenfield start-up locations.

        Our acquisitions have served to expand our geographic presence, addressable market and customer base, as well as to significantly broaden our product offering. We have extended our geographical reach from locations in Louisiana, Missouri and Texas in 1996 to Colorado, Florida, Pennsylvania, Illinois, North Carolina, California and Canada today. Likewise, our product offering has grown from specialty carbon steel pipe to include alloy pipe and carbon and alloy fittings and flanges, and high grade, structural steel products including sections, plates and tubulars. This broadened product offering makes us one of the few distributors to offer a complete line of specialty steel pipe, components and high grade structural steel products. Through our acquisitions, we have also been able to broaden our target markets, substantially reducing the volatility associated with single end-use industry concentrations.

        The table below identifies some of the significant events in our history:

Year	Significant Event
1983	Thomas Pipe and Steel, Inc. founded in Baton Rouge, Louisiana
1996	Thomas Pipe and Steel, Inc. acquired by an investor group
1997	Acquisition of Arrow Tubular Corporation, which became the St. Louis, Missouri location of Thomas Pipe and Steel
1998	Acquisition of Bartow Steel
1999	Acquisition of Radnor Alloys, Inc.
1999	Moved into newly acquired headquarters building in Baton Rouge, Louisiana
2000	Acquisition of Resource Pipe Company
2000	Changed our name to Edgen Corporation
2001	Acquisition of Pro Metals, Inc.
2002	Acquisition of Service Industrial Supply Co. (SISCO)
2002	Discontinued operations of Bartow Steel International and sold off its assets
2002	Formed Edgen Canada Inc. as the marketing arm for all Edgen products in Canada
2003	Hired Daniel J. O'Leary as Chief Operating Officer to address operating synergies and growth opportunities; promoted Mr. O'Leary to President and Chief Executive Officer
2003	Implemented operational initiatives, integrating prior acquisitions and organizing operations under our alloy products group and our carbon products group
2003	Divested steel service center operations of Thomas Pipe and Steel, Inc.
2003	Implemented international sales effort
2005	Buy-out Transaction: sale to Edgen Acquisition Corporation (formed by Jefferies Capital Partners and certain members of management) and merger, with Edgen Corporation surviving the merger; related financing including issuance of senior secured notes
2005	Acquisition of Western Flow Products, Inc.
2005	Acquisition of Murray International Metals, Inc. and related issuance of senior secured notes

Products

        We distribute specialty steel pipe, pipe components and high grade structural steel products that are used in environments that require high performance characteristics. Our products are used in refining, petrochemical, power generation, mechanical construction, offshore production, platform construction and certain specific oil and gas applications. They are used for maintenance and repair projects, expansions of infrastructure and development projects. These products are generally highly engineered prime carbon or alloy steel and possess unique performance characteristics for extreme

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environments, such as the ability to withstand highly corrosive or abrasive materials, extremely high or low temperatures, and high pressure. We offer our customers a broad product offering, which includes over 14,000 SKUs, and a large inventory of currently over 50,000 tons of pipes and components in more than 5,000 sizes and grades, to consistently provide products that are not generally otherwise available on a quick-response basis in quantities that are usable by customers.

        In addition to our diverse inventory and technical product knowledge, we offer a wide range of cutting and finishing services to ensure that the materials are ready upon receipt by our customers. Our principal services include: cutting, welding, threading, coating, cleaning and painting to customer specifications.

        We principally distribute two categories of products: alloy products and carbon products.

        Alloy Products.    Alloy steel is composed of iron, carbon and one or more other elements (such as chromium, cobalt, nickel, molybdenum) that undergo a special heat treatment to achieve specific physical properties. The alloy products we sell are principally used in high-pressure, extreme temperature and high-corrosion applications, such as in heating, desulphurization, refrigeration and liquefied natural gas units in the processing and refining industries, and in heat recovery steam generation units in the power generation industry. Substantially all of our alloy products are imported from Germany, Italy, South Korea or Japan.

        Carbon Products.    Our carbon products group primarily distributes prime carbon-based specialty pipe, fittings and flanges that are principally used in high-yield, high-tensile, abrasive applications such as the gathering and transmission of oil, natural gas and phosphates, conductor casing and structural supports for the offshore drilling and production segment of the oil and gas industry. With the acquisition of MIM US, we have expanded our products to include high yield, high grade and quality structural steel products used primarily in the offshore oil and gas industry. We purchase our carbon products from both domestic and international manufacturers.

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        The following table summarizes our primary product offerings:

Summary of Primary Distributed Products

Product	Characteristics	Material	Qualities	Primary Applications
Alloy Products
Stainless	Seamless	12-16% chromium, 8-12% nickel	Corrosion resistance	Refining, petrochemical and power
Duplex	Seamless	20% chromium	Higher corrosion resistance	Refining, petrochemical and power
ChromeMoly	Seamless	Chromium and molybdenum	High temperature and pressure tolerance	Refining, petrochemical and power
Nickel Alloys	Seamless	High nickel	High temperature and highest corrosion resistance	Refining, petrochemical and power
Carbon Products
Carbon	Welded and seamless	< 1% carbon	High and low pressure tolerance	Mechanical construction, certain processing
Large Diameter Carbon	Welded, thicker walled	< 1% carbon	High structural strength	Offshore jacket and topside and onshore structural, marine riser and conductor, booster line and annulus pipe
High Yield Carbon	Welded or seamless, thinner walled	Carbon and alloys	Lighter weight, high bursting strength	Gathering and transmission pipelines
Section	Seamless and welded	Carbon	High yield and various thickness, lengths and widths	Offshore topside and onshore structural
Plate	Hot-rolled	Carbon	High yield and various thickness, lengths and widths	Offshore jacket and topside and onshore structural

Vendors

        We have mutually beneficial, longstanding relationships with an established network of vendors. This extensive network of vendor relationships enables us to stock and distribute a considerable breadth of products. Although we concentrate our purchasing power on a select group of highly valued vendors, we have multiple sources for the products we distribute and are not dependent on any single manufacturer. Since 2003, we consolidated our purchasing power significantly. For the combined twelve months ended December 31, 2005, 58% of our purchases were with our top ten vendors compared to 55% and 37% in 2004 and 2003, respectively. Consolidating our purchasing power has resulted in favored status with certain of our vendors in regard to lead times, discounts and payment terms. As we

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continue to strengthen our vendor relationships, we are able to devote increased resources to providing our customers with products that are of greater importance to their business and have fewer substitutes.

        Our two product groups each have employees who are responsible for making the inventory purchases for their respective groups. These employees are specialists in their product lines and are in continuous contact with our regional managers, sales personnel and customers in our various markets in order to anticipate demand. This enables them to place vendor orders, which often require six to nine months lead time to fill, in a timely manner. Our purchasing staff develops and evaluates our working relationships with vendors to ensure availability, quality and timely delivery of products. We use general economic indicators, inquiries, orders and continuous interaction with our customers to help us determine customer usage patterns, expected delivery dates and the nature of active projects in the market. Our company-wide management information system assists in evaluating historical usage, the inventory at each of our locations, and other purchasing data.

Customers

        We have a diverse base of over 2,000 customers from a variety of geographic locations and industries. They are generally large companies with recognized names in their respective industries. Our customers include, among others, oil and gas companies, processing and fabrication companies, power generation companies, and MRO distributors.

Sales and Marketing

        As of December 31, 2005, we maintained a staff of approximately 78 on-site sales representatives who are responsible for any task typically related to the filling of an order, 14 field sales representatives who are tasked with generating new business and maintaining customer relationships, and two full-time customer service specialists who support the on-site and field sales representatives by identifying and resolving any potential customer issues. We believe that we maintain excellent relationships with our sales representatives.

        Our sales and marketing efforts are focused on international as well as domestic markets, and in early 2004 we developed an international sales team. Of our total sales force as of December 31, 2005, five field representatives were dedicated to international business development and seven multilingual on-site sales and service representatives were focused solely on international orders. To supplement these efforts, we also currently have two outside international sales agents with whom we contract on an agency basis.

        Our on-site sales force operates under a regional branch model. Field representatives are located at various branch locations and ultimately report to our vice president of business development, who is responsible for the business development efforts at both our alloy products group and our carbon products group. All but one of our inventory stocking facilities has a regional manager that is responsible for pricing, order placement, customer service and marketing strategy. The regional managers report directly to the presidents of their respective operating segments, who have final authority on sales and marketing issues. The regional branch model allows the presidents of the operating segments to have direct control over the management and implementation of our sales and marketing strategy.

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Intellectual Property

        We have common law trademark rights to a number of names and marks important to our business, including Edgen™, Bartow Steel™, Resource Pipe Co.™, SISCO™, Thomas Pipe™, Pro Metals™, and Radnor Alloys™, although we have not obtained federal registrations for them.

Employees

        As of December 31, 2005, our workforce consisted of 238 full time employees, of which 73 were warehouse personnel, 92 were sales personnel and 73 were administrative personnel. We have a non-unionized workforce and none of our full-time employees are covered by a collective bargaining agreement. In general, we consider our employee relations to be good.

Competition

        Our products are sold in highly competitive markets. Companies in the steel pipe, pipe components, and high grade structural steel industry compete primarily on price and ability to deliver products in a timely manner. Purchase decisions are also influenced by previous experience with a particular distributor and a distributor's ability to supply the full range of pipes, pipe components, plates and sections. We have numerous competitors who compete with us for customers as well as approved vendor sources in the distribution of alloy and carbon specialty products. We believe none of our competitors individually possesses a significant market share in the specialty products we distribute, as most do not offer the depth and breadth of products that we offer.

Environmental Matters

        Our operations are subject to various state and federal laws and regulations relating to environmental concerns. As with other companies engaged in like businesses, the nature of our operations expose us to the risk of liabilities or claims with respect to environmental matters, including those relating to the disposal and release of hazardous substances. In addition, our operations are also governed by laws and regulations relating to workplace safety and worker health which, among other things, regulate employee exposure to hazardous chemicals in the workplace. Management believes that our operations are in substantial compliance with such laws and regulations.

        We have not made any material expenditures during the last three fiscal years in order to comply with environmental laws or regulations. Based on our experience to date, we believe that the future cost of compliance with existing environmental laws and regulations (and liability for known environmental conditions) will not have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity. However, we cannot predict what environmental or health and safety legislation or regulations will be enacted in the future or how existing or future laws or regulations will be enforced, administered or interpreted, nor can we predict the amount of future expenditures that may be required in order to comply with such environmental or health and safety laws or regulations or to respond to such environmental claims.

Seasonality

        Some of our customers may be in seasonal businesses, especially those customers who purchase our products for use in new capital expenditure projects at refineries, oil and gas infrastructures and processing and power generation plants. As a consequence, our results of operations and working capital, including our accounts receivable, inventory and accounts payable, fluctuate during the year. However, because of our geographic, product and customer diversity, our operations have not shown any material seasonal trends. We believe that our significant operations in more mild southern climates moderate our seasonality. In addition, our sales to MRO distributors, who tend not to be seasonal purchasers, mitigate the overall effects of seasonality on our business. Sales in the months of November and December traditionally have been lower than in other months because of a reduced number of

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working days for shipments of our products and holiday closures for some of our customers. We cannot assure you that period-to-period fluctuations will not occur in the future. Results of any one or more quarters are, therefore, not necessarily indicative of annual results.

Working Capital Practices

        Volatility in the specialty pipe, pipe components, and high grade structural steel industry, from time to time, can result in significant fluctuations in cash flow supporting our working capital levels. Inventory and accounts receivable comprise a large percentage of our total assets and can vary significantly from quarter to quarter. At December 31, 2005 and 2004, inventory and accounts receivable represented 59.6% and 75.6%, respectively, of total assets excluding cash. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

ITEM 1A. RISK FACTORS

Our results of operations and financial condition can be adversely affected by numerous risks. You should carefully consider the risk factors detailed below in conjunction with the other information contained in this report. If any of the following risks actually occur, our business, financial condition, operating results, cash flows and/or future prospects could be materially adversely affected.

Volatility in oil and gas prices and refining margins could reduce demand for our specialty pipe, plates, sections and pipe components, which could cause our sales to decrease.

        Proceeds from the sale of specialty steel pipe, fittings and flanges, and structural steel plates and sections to the oil and gas industry constitute a significant portion of our sales. As a result, we depend upon the oil and gas industry and its ability and willingness to make capital expenditures to explore for, develop and produce oil and gas and produce refined products. If these expenditures decline, our business will suffer. The industry's willingness to explore, develop, produce, and refine depends largely upon the availability of attractive drilling prospects and the prevailing view of future oil and gas prices. Many factors affect the supply and demand for oil and gas and therefore influence our product prices, including:

•

level of domestic and worldwide oil and natural gas production;



•

level of domestic and worldwide supplies of, and demand for, oil and natural gas;



•

expected cost of delivery of new reserves;



•

availability of attractive oil and gas fields for production, which may be affected by governmental action, or environmental activists which may restrict drilling prospects;



•

changes in the cost or availability of transportation infrastructure;



•

level of drilling activity;



•

national, governmental and other political requirements, including the ability of the Organization of Petroleum Exporting Countries (OPEC) to set and maintain production levels and pricing;



•

impact of political instability or armed hostilities involving one or more oil and gas producing nations;



•

domestic and worldwide refinery overcapacity or undercapacity and utilization rates;



•

pricing and other actions taken by competitors that impact the market;



•

failure to successfully implement planned capital projects or to realize the benefits expected for those projects;



•

changes in fuel specifications required by environmental and other laws, particularly with respect to oxygenates and sulfur content;

10

•

aggregate refinery capacity to convert heavy sour crude oil into refined products;



•

cost of developing alternate energy sources;



•

domestic and foreign governmental regulations, especially environmental regulations, trade laws and tax policies; and



•

the overall domestic and foreign economic environment.

        Volatility in the oil and gas markets and general economic conditions could cause demand for our principal products to decrease, which would adversely affect our business, consolidated financial condition, results of operations and liquidity.

        Oil and gas, power and refined products prices have been and are expected to remain volatile. This volatility causes oil and gas companies, drilling contractors, power generators and utilities, MROs and refiners to change their strategies and expenditure levels. We have experienced in the past, and we may experience in the future, significant fluctuations in operating results based on these changes.

Supply of steel and the price we pay for steel pipe and components and high grade structural steel products may fluctuate due to a number of factors beyond our control, which could adversely affect our operating results.

        We purchase large quantities of carbon and alloy steel pipe, pipe components and high grade structural steel products, which we sell to a variety of end-users and certain MRO distributors. The prices we pay for these products and the prices we charge for our products may change depending on many factors outside of our control, including general economic conditions (both domestic and international), competition, production levels, import duties and other trade restrictions, currency fluctuations and surcharges imposed by our suppliers. Prices for raw materials used in the production of steel have increased significantly in recent years due primarily to international demand. We seek to maintain our profit margin by attempting to increase the price of our products in response to increases in the prices we pay for our inventories. If, however, we are unable to pass on higher costs to our customers, there is a delay in our ability to pass on higher costs to our customers or our supply of products is delayed or curtailed, this could have a material adverse effect on our business, financial condition, results of operations and liquidity. Alternatively, significant steel price decreases can have a material adverse effect on our business, financial condition, results of operation and liquidity if decreases in steel prices necessitate us to reduce product pricing, especially to the extent inventory has been purchased by us prior to the steel price decreases.

Our business is sensitive to economic downturns, which could cause our revenues to decrease.

        The demand for our products is dependent on the general economy, the oil and gas, processing and power generation industries and other factors. Downturns in the general economy or in the oil and gas, processing or power generation industries can cause demand for our products to materially decrease. In 2003, the specialty pipe, sections, plates and pipe components industry experienced softness principally due to weak economic conditions in general and reduced spending on expansion and development projects by end-users. During 2003, we experienced a significant decline in sales and profitability, primarily as a result of a severely depressed power generation market and reduced spending in the processing and oil and gas industries, and an internal decision to liquidate inventory of certain low-margin products. In addition, if we are not adequately able to predict demand and if our inventories (or the inventories of manufacturers, other distributors or our customers) become excessive, there could be a material adverse effect on price levels for our products, the quantity of products sold by us and our revenues.

11

Significant competition from a number of companies could reduce our market share and have an adverse effect on our selling prices and sales volumes.

        We operate in a highly competitive industry and compete against a number of companies, some of which have significantly greater financial, technological and marketing resources than we do. We believe that our ability to compete depends on high product performance, short lead-time and timely delivery, competitive pricing and superior customer service and support. We might be unable to compete successfully with respect to these or other factors. If we are unsuccessful, we could lose market share to our competitors. Moreover, actions by our competitors could have an adverse effect on our selling prices and sales volumes.

The development of alternatives to specialty pipe and components and high grade structural steel product distributors in the supply chain could cause a decrease in our sales and operating results and limit our ability to grow our business.

        Our customers could begin satisfying more of their product needs by purchasing directly from manufacturers, which could result in decreases in our sales and earnings. Our suppliers could invest in infrastructure to expand their own local sales force and inventory stocking capabilities and sell more products directly to our customers. These or other actions that remove us from, or limit our role in, the distribution chain, may harm our competitive position in the marketplace and reduce our sales and earnings.

Increases in customer, manufacturer and distributor inventory levels could reduce our sales and profit.

        Customer, manufacturer and distributor inventory levels of specialty pipe, plate, sections and pipe component products can change significantly from period to period. Increases in our customers' inventory levels can have a direct adverse effect on the demand for these products when customers draw from inventory rather than purchase new products. Reduced demand, in turn, would likely result in reduced sales volume and overall profitability.

        Increased inventory levels by manufacturers or other distributors can cause an oversupply of specialty products in our markets and reduce the prices that we are able to charge for our products. Reduced prices, in turn, would likely reduce our margins and overall profitability.

We rely on our information technology systems to manage numerous aspects of our business and customer and supplier relationships and a disruption of these systems could adversely affect our business.

        Our information technology (IT) system is an integral part of our business and growth strategies, and a serious disruption to our IT system could significantly limit our ability to manage and operate our business efficiently, which in turn could cause our business and competitive position to suffer and cause our results of operations to be reduced. We depend on our IT system to process orders, track credit risk and manage inventory and accounts receivable collections. Our IT system also allows us to efficiently purchase products from our suppliers and ship products to our customers on a timely basis, maintain cost-effective operations and provide superior service to our customers. While we have contingency plans in place in case of an emergency, we cannot assure you that the plans will allow us to continue to operate at our current level of efficiency.

Loss of third-party transportation providers upon whom we depend or conditions negatively affecting the transportation industry could increase our costs or cause a disruption in our operations.

        We depend upon third-party transportation providers for delivery of products to our customers. Strikes, slowdowns, transportation disruptions or other conditions in the transportation industry, including, but not limited to, shortages of truck drivers, disruptions in rail service, increases in fuel prices and weather conditions, could increase our costs and disrupt our operations and our ability to service our customers on a timely basis. We cannot predict whether or to what extent recent increases

12

or anticipated increases in fuel prices may impact our costs or cause a disruption in our operations going forward.

Loss of key suppliers or reduced product availability could decrease our sales and earnings.

        For the combined twelve months ended December 31, 2005, our ten largest suppliers accounted for approximately 58% of our purchases and our single largest supplier accounted for approximately 15% of our purchases. The loss of any of these suppliers—or a reduction in purchases by us from these suppliers that results in the loss of volume discounts—could result in a decrease in our sales, operating results and earnings by decreasing the availability, or increasing the prices, of products we distribute, which could limit our ability to satisfy our customers' product needs. Such reduced product availability could put us at a competitive disadvantage.

        In addition, particular products or product lines may not be available to us, or available in quantities sufficient to meet our customer demand. A substantial decrease in the availability of these products or product lines could result in a decrease in our sales, operating results and earnings as we might not be able to satisfy our customer's product needs. Such reduced product availability could put us at a competitive disadvantage.

Our ten largest customers account for a substantial portion of our sales and profits, and the loss of these customers could result in materially decreased sales and profits.

        Our top ten customers accounted for approximately 28% of our overall sales for the combined twelve months ended December 31, 2005, and one customer represented approximately 9.6% of total sales. While we generally have contracts with our major customers, these contracts generally may be discontinued with 30 days' notice by either party, are not exclusive and do not require minimum levels of purchases. We may lose a customer for any number of reasons, including as a result of a merger or acquisition, contract expiration, the selection of another provider of our products, business failure or bankruptcy, or our performance. We may not retain long-term relationships or secure renewals of short-term relationships with our major customers in the future. If we were to lose major customers, our revenues and profits would materially decrease.

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under our senior secured notes.

        Our indebtedness is substantial. As of December 31, 2005, we had approximately $135.0 million of total indebtedness outstanding. We had no borrowings under our revolving credit facility as of December 31, 2005. We also have the ability to borrow up to an additional approximately $20.0 million under our revolving credit facility. As a result, we are a highly leveraged company. This level of leverage could have important consequences including the following:

•

it may be more difficult for us to satisfy our obligations under the senior secured notes and our other indebtedness (for example, we may not be able to pay interest or repurchase the senior secured notes when and if we are required to do so);



•

a substantial portion of our cash flow from operations will be dedicated to the repayment of our indebtedness, which would reduce the funds available for operations, future business opportunities or other purposes;



•

our ability to obtain additional debt or equity financing in the future to fund working capital, capital expenditures, acquisitions, general corporate or other purposes will be limited;



•

our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate will be limited;



•

we may be placed at a competitive disadvantage compared to those of our competitors who operate on a less leveraged basis; and

13

•

we will be more vulnerable to adverse changes in economic and industry conditions.

        In addition, the indenture governing the senior secured notes and our revolving credit facility contain restrictive covenants that may limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our indebtedness.

Despite existing debt levels, we may still be able to incur substantially more debt, which would increase the risks associated with our leverage.

        We and our subsidiaries may be able to incur substantial amounts of additional debt in the future, including debt resulting from the issuance of additional senior secured notes and borrowings under our revolving credit facility. The terms of the indenture governing the senior secured notes limits our ability to incur additional debt but does not prohibit us from incurring substantial amounts of additional debt for specific purposes or under certain circumstances. As of December 31, 2005, we had the ability to borrow an additional approximately $20.0 million under our revolving credit facility, subject to the restrictions contained therein.

        In addition, if we are able to designate some of our restricted subsidiaries under the indenture governing the senior secured notes as unrestricted subsidiaries, those unrestricted subsidiaries would be permitted to borrow beyond the limitations specified in the indenture and engage in other activities in which restricted subsidiaries may not engage. Adding new debt to current debt levels could intensify the leverage-related risks that we and our subsidiaries now face.

The indenture governing the senior secured notes, and the instruments governing our other indebtedness, including our revolving credit facility, impose significant operating and financial restrictions on us that may prevent us from pursuing certain business opportunities and restrict our ability to operate our business.

        The indenture governing the senior secured notes, and our revolving credit facility contain covenants that restrict our ability and the ability of our subsidiaries to take various actions, such as the ability to:

•

incur or guarantee additional indebtedness or issue certain preferred stock;



•

make capital expenditures, investments or acquisitions;



•

pay dividends, redeem subordinated indebtedness or make other specified restricted payments;



•

issue capital stock of our restricted subsidiaries;



•

create or incur liens;



•

transfer or sell assets, including capital stock of our restricted subsidiaries;



•

enter into certain transactions with our affiliates;



•

incur dividend or other payment restrictions affecting our restricted subsidiaries; and



•

consummate a merger, consolidate or sell all or substantially all of our assets.

        Our ability to comply with these covenants can be affected by events beyond our control, including prevailing economic, financial and industry conditions, and we cannot assure you that we will satisfy those requirements. A breach of any of these covenants, or failure to meet or maintain ratios or tests could result in a default under the revolving credit facility and /or the indenture governing the senior secured notes. We cannot assure you that our assets would be sufficient to repay such amounts (including amounts due under the senior secured notes) in full. We may also be prevented from taking advantage of business opportunities that arise if we fail to meet certain financial ratios or because of the limitations imposed on us by the restrictive covenants under these instruments. In addition, upon the occurrence of an event of default under the revolving credit facility or the indenture governing the senior secured notes, the lenders could elect to declare all amounts outstanding under the revolving

14

credit facility, together with accrued interest, to be immediately due and payable. If we were unable to repay those amounts, the lenders could proceed against the security granted to them to secure that indebtedness. If the lenders accelerate the payment of the indebtedness, our assets may not be sufficient to repay in full the indebtedness under our revolving credit facility and the senior secured notes.

The credit ratings assigned to our senior secured notes may be downgraded.

        The credit ratings assigned by Standard & Poor's Ratings Group and/or Moody's Investor Service, Inc. (the "Rating Agencies") to our senior secured notes represent the opinion and assessment of the Rating Agencies of the credit quality of the senior secured notes and are not a guaranty of quality or a recommendation to buy, sell or hold the senior secured notes. Any ratings assigned by each Rating Agency to the senior secured notes reflect such Rating Agency's assessment of the likelihood that holders of the senior secured notes will receive timely payments of interest and principal to which they are entitled. Such ratings do not constitute an assessment of the likelihood that principal prepayments (including those caused by defaults) on the senior secured notes will be made, the degree to which the rate of such prepayments might differ from that originally anticipated or the likelihood of early optional termination of the senior secured notes. Such ratings do not address the possibility that prepayment at higher or lower rates than anticipated by a holder of the senior secured notes may cause such holder to experience a lower than anticipated yield or that such holder might fail to recoup its initial investment under certain prepayment scenarios. Such ratings may be downgraded, qualified and/or withdrawn by the Rating Agencies from time to time if, in their judgment, circumstances in the future warrant such action. Any such downgrade, or any qualification or withdrawal, by one or both Rating Agencies may adversely effect the value of the senior secured notes and/or the ability of the holders of the senior secured notes to transfer the senior secured notes to certain investors.

        In December 2005, we were notified by Standard & Poor's of a change in their methodology used to assess the credit rating of bonds and, as a result, the credit rating assigned to our senior secured notes was downgraded by Standard and Poor's from B-1 to CCC+ in December 2005. There was no change in Moody's bond credit rating of B3 in 2005. Holders of the senior secured notes are advised to consult with their advisors regarding the effect that a downgrade, qualification or withdrawal of the credit ratings on the senior secured notes may have on the holder's ability to continue to hold or invest in such senior secured notes.

We may need additional capital in the future and it may not be available on acceptable terms.

        We may require more capital in the future to:

•

fund our operations;



•

finance investments in equipment and infrastructure needed to maintain and expand our distribution capabilities;



•

enhance and expand the range of products we offer; and



•

respond to competitive pressures and potential strategic opportunities, such as investments, acquisitions and international expansion.

        We cannot assure you that additional financing will be available on terms favorable to us, or at all. The terms of available financing may place limits on our financial and operating flexibility. If adequate funds are not available on acceptable terms, we may be forced to reduce our operations or delay, limit or abandon expansion opportunities. Moreover, even if we are able to continue our operations, the failure to obtain additional financing could reduce our competitiveness as our competitors may provide better maintained networks or offer an expanded range of services.

15

Risks generally associated with acquisitions, including identifying and integrating future acquisitions.

        An important element of our growth strategy has been and is expected to continue to be the pursuit of acquisitions of other businesses that either expand or complement our existing product lines. We cannot assure you, however, that we will be able to identify additional acquisitions or that we would realize any anticipated benefits from such acquisitions. Integrating businesses involves a number of special risks, including the possibility that management may be distracted from regular business concerns by the need to integrate operations, unforeseen difficulties in integrating operations and systems, problems concerning assimilating and retaining the employees of the acquired business, accounting issues that arise in connection with the acquisition, challenges in retaining customers and potential adverse short-term effects on operating results. Acquired businesses may require a greater amount of capital, infrastructure or other spending than we anticipate. In addition, we may incur debt or issue securities to finance future acquisitions, which could adversely affect our ability to fulfill our obligations under our senior secured notes. We cannot assure you that we will be successful in consummating future acquisitions on favorable terms or at all. If we are unable to successfully complete and integrate strategic acquisitions in a timely manner, our growth strategy could be adversely impacted.

Disruptions in the political and economic conditions of the foreign countries in which we purchase and/or distribute our products could adversely affect our business.

        We distribute our products internationally, including to Asia, Canada, Mexico, Middle East, South America, and Western Europe, and expect to expand our distribution into new regions. In addition, substantially all of our alloy products are imported from international markets such as Germany, Italy, Japan and South Korea, and we also purchase a portion of our carbon products from abroad. International distribution increases our exposure to risks of war, terrorist attacks, local economic conditions, political disruption, civil disturbance and governmental policies that may:

•

disrupt our purchasing and/or distribution capabilities;



•

restrict the movement of funds or limit repatriation of profits;



•

lead to U.S. government or international sanctions; and



•

limit access to markets for periods of time.

Hurricanes or other adverse weather events could negatively affect our local economies or disrupt our operations, which could have an adverse effect on our business or results of operations.

        Our market areas in the southeastern United States are susceptible to hurricanes. Such weather events can disrupt our operations, result in damage to our properties and negatively affect the local economies in which we operate. Additionally, we may experience communication disruptions with our customers, suppliers and employees. In late August 2005 and September 2005, Hurricanes Katrina and Rita struck the gulf coast of Louisiana, Mississippi, Alabama and Texas and caused extensive and catastrophic physical damage to those market areas. As a result of Hurricanes Katrina and Rita, our Louisiana and Texas locations sustained minor physical damage and were closed for a minimal number of days to secure our employees. Additionally, our sales order backlog and shipments experienced a temporary decline immediately following the hurricanes. We cannot predict whether or to what extent damage caused by future hurricanes will affect our operations or the economies in those market areas. Such weather events could result in disruption of our purchasing and/or distribution capabilities, interruption of our business that exceeds our insurance coverage, our inability to collect from customers and increased operating costs. Our business or results of operations may be adversely affected by these and other negative effects of hurricanes or other adverse weather events.

16

If we are unable to retain our key management personnel, our growth and future success may be impaired and our financial condition could suffer as a result.

        Our success depends to a significant degree upon the continued contributions of senior management, certain of whom would be difficult to replace. The departure of our executive officers could have a material adverse effect on our business, financial condition or results of operations. We do not maintain key-man life insurance on any of our executive officers. We cannot assure you that the services of such personnel will continue to be available to us. See "Item 10. Directors and Executive Officers of the Registrant."

We might be unable to employ and retain a sufficient number of sales and customer service personnel.

        Many of our customers require products that are complex, highly engineered and often must be able to perform in harsh conditions. We believe that our success depends upon our ability to employ and retain qualified sales and service personnel with the ability to understand our products and provide tailored product solutions to our customer base. A significant increase in the wages paid by competing employers could result in a reduction of our skilled labor force, increases in the wage rates that we must pay or both. If either of these events were to occur, our cost structure could increase and our growth potential could be impaired.

We are subject to environmental laws and regulations relating to hazardous materials, substances and waste used in or resulting from our operations. Liabilities or claims with respect to environmental matters could have a significant negative impact on our business.

        Our operations are also governed by laws and regulations relating to workplace safety and worker health which, among other things, regulate employee exposure to hazardous chemicals in the workplace. As with other companies engaged in like businesses, the nature of our operations expose us to the risk of liabilities or claims with respect to environmental matters, including those relating to the disposal and release of hazardous substances. We cannot assure you that material costs will not be incurred in connection with such liabilities or claims.

        Based on our company's experience to date, we believe that the future cost of compliance with existing environmental laws and regulations (and liability for known environmental conditions) will not have a material adverse effect on our business, financial condition or results of operations. We cannot predict, however, what environmental or health and safety legislation or regulations will be enacted in the future or how existing or future laws or regulations will be enforced, administered or interpreted. Nor can we predict the amount of future expenditures that may be required in order to comply with such environmental or health and safety laws or regulations or to respond to such environmental claims.

We may not have adequate insurance for potential liabilities.

        Our products are sold primarily for use in the oil and gas, processing and power generation industries, which are subject to inherent risks that could result in death, personal injury, property damage, pollution or loss of production. In addition, defects in our products could result in death, personal injury, property damage, pollution or damage to equipment and facilities. Actual or claimed defects in the products we distribute may give rise to claims against us for losses and expose us to claims for damages. Our insurance may be inadequate or unavailable to protect us in the event of a claim or our insurance coverage may be canceled or otherwise terminated. We face the following additional risks under our insurance coverage:

•

we may not be able to continue to obtain insurance on commercially reasonable terms or at all;

17

•

we may be faced with types of liabilities that will not be covered by our insurance, such as damages from environmental contamination or terrorist attacks;



•

the dollar amount of any liabilities may exceed our policy limits; and



•

we may incur losses from interruption of our business that exceed our insurance coverage.

        Even a partially uninsured claim, if successful and of significant size, could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.

We are subject to litigation risks that may not be covered by insurance.

        In the ordinary course of business, we become the subject of various claims, lawsuits and administrative proceedings seeking damages or other remedies concerning our commercial operations, products, employees and other matters, including occasional claims by individuals alleging exposure to hazardous materials as a result of our products or operations. Some of these claims relate to the activities of businesses that we have sold, and some relate to the activities of businesses that we have acquired, even though these activities may have occurred prior to our acquisition of such businesses. We maintain insurance to cover many of our potential losses, and we are subject to various self-retentions and deductibles under our insurance. It is possible, however, that a judgment could be rendered against us in cases in which we could be uninsured and beyond the amounts that we currently have reserved or anticipate incurring for such matters.

The ownership and control of our company and MIM UK by a single holding company may result in conflicts of interest between our company and MIM UK.

        In connection with the acquisition of MIM US and the acquisition of MIM UK by Pipe Acquisition Limited ("PAL"), we became a wholly owned subsidiary of Edgen/Murray, L.P., an entity organized by Jefferies Capital Partners ("JCP") and our other then existing stockholders. The ownership of our company and MIM UK by a single holding company may result in conflicts of interest between MIM UK and our company. For example, Edgen/Murray, L.P. may cause MIM UK to pursue opportunities that would be attractive to us. If such potential opportunities were diverted from our company to MIM UK, our business, financial condition and results of operations could be adversely effected. Additionally, our CEO and CFO are officers of Edgen/Murray, L.P. As officers of Edgen/Murray, L.P., our CEO and CFO have substantial responsibilities in connection with the management of the business and operations of Edgen/Murray, L.P., which may lead to the diversion of their time and resources from the day-to-day business and operations of our company. If our CEO or CFO is unable to devote sufficient time and resources to our company, our business, financial condition or results of operations could be adversely effected.

We are controlled by parties whose interests may not be aligned with yours.

        Funds managed by JCP currently control Edgen/Murray, L.P., our parent holding company. Accordingly, JCP has and will continue to have, by virtue of the ownership interests of these funds and the terms of the limited partnership agreement of Edgen/Murray, L.P., significant influence over our management, and the ability to elect our board of directors and to determine the outcome of any other matter submitted for shareholder approval, including the power to determine the outcome of all corporate transactions, such as mergers, consolidations and the sale of all or substantially all of our assets. The interests of JCP may differ from the interests of our noteholders, and as such JCP may take actions that may not be in their interest. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of JCP might conflict with the interests of our noteholders. In addition, JCP may have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance its equity investment, even though such transactions might involve risks to the holders of our senior secured notes.

18

Compliance with regulation of corporate governance and public disclosure will result in additional expenses.

        Keeping abreast of, and in compliance with, laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and new SEC regulations will require a significant amount of management attention and external resources. We intend to invest all reasonably necessary resources to comply with evolving standards, and this investment will result in increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

Our internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

        We are evaluating our internal controls over financial reporting in order to allow management to report on, and our independent registered public accounting firm to attest to, our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and rules and regulations of the SEC thereunder, which we refer to as "Section 404." We are in the process of documenting and testing our internal control procedures in order to satisfy the requirements of Section 404, which requires annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent registered public accountants addressing these assessments. During the course of our testing, we may identify deficiencies which we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. We expect that we will be required to comply with the requirements of Section 404 for our fiscal year ending December 31, 2007. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404. We cannot be certain as to the timing of completion of our evaluation, testing and any remediation actions or the impact of the same on our operations. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, our independent registered public accounting firm may not be able to certify as to the effectiveness of our internal control over financial reporting and we may be subject to sanctions or investigation by regulatory authorities, such as the SEC. As a result, there could be a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. In addition, we may be required to incur costs in improving our internal control system and the hiring of additional personnel. Any such action could negatively affect our results of operations.

ITEM IB. UNRESOLVED STAFF COMMENTS

        None.

ITEM 2. PROPERTIES

        As of March 30, 2006, we currently operate in 17 locations: 15 in the United States and two in Canada. Fourteen of our locations are inventory stocking facilities. We own facilities in Port Allen, Louisiana and Mulberry, Florida and the rest of the locations are leased. Our corporate headquarters is located in an approximately 14,500 square-foot facility in Baton Rouge, Louisiana. The following table provides a summary of our facilities.

19

Summary of Leased and Owned Facilities

Location	Building (Sq. ft.)	Lease/Own	Facility Description
Corporate
Baton Rouge, LA	14,497	Lease	Corporate headquarters
Carbon and Alloy Products Group
Baton Rouge, LA	7,560	Lease	Office/warehouse
Charlotte, NC	12,550	Lease	Office/warehouse
Houston, TX	26,600	Lease	Office/warehouse
Calgary, Alberta	425	Lease	Office
Edmonton, Alberta	16,078	Lease	Office/warehouse
Edmonton, Alberta(1)	7,840	Lease	Office/warehouse
Carbon Products Group
Port Allen, LA (2)	9,500	Own	Office/warehouse
St. Louis, MO	2,800	Lease	Office/yard
Houston, TX	2,010	Lease	Office/warehouse
Mulberry, FL (2)	46,816	Own	Office/warehouse
Mulberry, FL	NA	Lease	Yard
Henderson, CO	2,500	Lease	Office/yard
Odessa, TX	5,000	Lease	Office/yard
Houston, TX	17,750	Lease	Office/warehouse
Alloy Products Group
Houston, TX	51,000	Lease	Office/warehouse
Irwindale, CA	8,692	Lease	Office/warehouse
St. Charles, IL	22,000	Lease	Office/warehouse
Westchester, PA	16,000	Lease	Office/warehouse

(1)

We no longer occupy this facility but currently sublease a portion thereof.

(2)

Our owned real property is pledged to secure indebtedness outstanding under our senior credit facility and our senior secured notes.

        All of our facilities have been continually maintained and we consider them to be in good repair. We currently do not expect to have any significant capital expenditures or upgrades in the near future. Our maintenance capital expenditures have averaged approximately $1.3 million over the past five years, and management expects annual capital expenditures to be consistent with historical capital expenditures in 2006 and 2007. None of our inventory stocking facilities is currently operating at or near capacity.

ITEM 3. LEGAL PROCEEDINGS

        We are from time to time a party to various claims and legal proceedings related to our business. There are no current material claims or legal proceedings pending against us that, in the opinion of our management, individually or in the aggregate, if determined adversely to us, would have a material adverse effect on our business, financial condition, results of operations or liquidity. Additionally, management is not aware of any legal issues that may have an adverse effect on us in the foreseeable future.

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        During the fourth quarter of fiscal 2005, no matters were submitted to a vote of stockholders through solicitation of proxies or otherwise.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

        We are wholly-owned by Edgen/Murray, L.P., a limited partnership. There is currently no established public trading market for our common equity interests or for those of Edgen/Murray, L.P.

Holders

        As of March 30, 2006, Edgen/Murray, L.P. was the sole record holder of our Common Stock and there were 16 record holders of the common equity interests of Edgen/Murray, L.P.

Dividends

        During 2005 and 2004, we did not pay any dividends on our common stock. Our ability to pay dividends is restricted by certain covenants contained in our senior credit facility, as well as certain restrictions contained in the indenture relating to the senior secured notes.

Securities Authorized For Issuance under Equity Compensation Plans

        For information on securities authorized for issuance under equity compensation plans, see "Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholders Matters."

ITEM 6. SELECTED FINANCIAL DATA

        In connection and simultaneously with the purchase of all of our capital stock by Edgen Acquisition Corporation and related financing transactions, on February 1, 2005, Edgen Corporation merged with Edgen Acquisition Corporation, with Edgen Corporation surviving the merger. In the table below, "Successor" refers to Edgen Corporation following the merger, and "Predecessor" refers to Edgen Corporation prior to the merger. The Successor conducted no operations from the date of formation of Edgen Acquisition Corporation until the merger on February 1, 2005.

        Our selected statement of operations and balance sheet data for the fiscal years ended December 31, 2005, 2004, 2003, 2002, and 2001 have been derived from our audited consolidated financial statements.

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        Historical results presented below are not necessarily indicative of results of future operations, and the results for any interim period are not necessarily indicative of the results that may be expected for a full year. The selected financial data presented below should be read in conjunction with, and is qualified in its entirety by reference to, "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and with our audited consolidated financial statements and the related notes thereto contained elsewhere in this report.

		Successor Period			Predecessor Period(1)
		February 1, 2005 to December 31, 2005			January 1, 2005 to January 31, 2005			Fiscal Year Ended December 31,
								2004			2003			2002			2001
		(dollars in thousands)
Statement of Operations Data:
Sales		$	262,746		$	18,945		$	207,821		$	147,025		$	212,312		$	173,044
Cost of sales			209,463			14,153			155,357			121,146			168,368			133,099
Gross profit			53,283			4,792			52,464			25,879			43,944			39,945
Income (loss) from operations			19,520			(9,773	)		18,055			(5,717	)		14,621			13,161
Income (loss) from continuing operations before taxes			7,878			(10,156	)		12,998			(8,665	)		11,573			8,081
Income tax expense (benefit) from continuing operations			2,849			(1,916	)		(3,211	)		(4,195	)		1,385			3,254
Income (loss) from continuing operations			5,029			(8,240	)		16,209			(4,470	)		10,188			4,827
Loss from discontinued operations before taxes			—			—			—			(348	)		(4,469	)		(3,807	)
Income tax benefit from discontinued operations			—			—			—			159			1,760			1,523
Income (loss) before cumulative effect of change in accounting principle			5,029			(8,240	)		16,209			(4,659	)		7,479			2,543
Cumulative effect of change in accounting principle (2)			—			—			—			—			(39,414	)		—
Net income (loss)			5,029			(8,240	)		16,209			(4,659	)		(31,935	)		2,543
Preferred dividend requirement			(1,703	)		(190	)		(2,206	)		(2,212	)		(2,236	)		(2,236	)
Net income (loss) applicable to common shareholders		$	3,326		$	(8,430	)	$	14,003		$	(6,871	)	$	(34,171	)	$	307
Other Financial Data:
Depreciation and amortization			5,466			201			2,400			2,001			1,672			2,760
Capital expenditures			1,315			4			1,112			2,499			2,369			2,070
Net cash provided by (used in):
	Cash flows—operating activities		9,527			4,249			5,849			24,738			(1,770	)		23,325
	Cash flows—investing activities		(135,943	)		(1	)		(1,036	)		(3,115	)		(10,214	)		(2,901	)
	Cash flows—financing activities		144,429			(1,477	)		(7,803	)		(18,499	)		11,401			(21,389	)

	Successor		Predecessor
	As of December 31,
	2005		2004			2003			2002			2001
	(dollars in thousands)
Balance Sheet Data:
Cash	$	18,014	$	134		$	3,125		$	—		$	583
Net property, plant, and equipment		11,259		10,423			11,668			11,065			10,417
Total assets		224,035		118,862			105,560			121,650			148,718
Long-term debt		134,968		47,883			50,973			65,206			57,170
Redeemable preferred stock(3)		23,303		—			—			—			—
Mandatorily redeemable preferred stock		—		55,979			53,918			52,253			46,017
Total shareholder's equity (deficit)		6,085		(11,754	)		(25,533	)		(18,523	)		15,648

(1)

Periods prior to February 1, 2005 represent the Predecessor prior to the consummation of the Buy-out Transaction, and our historical consolidated financial data for such periods do not give effect to the Buy-out Transaction. See "Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations—Predecessor and Successor."

(2)

The cumulative effect of change in accounting principle for the year ended December 31, 2002 relates to the Company's adoption of the provisions of the Financial Accounting Standards Board's Statement of Accountant

22

Standards No. 142, Goodwill and Other Intangible Assets, which resulted in a reduction in the carrying value of goodwill.

(3)

In connection with the preparation of our consolidated financial statements for the year ended December 31, 2005, our management determined that our preferred stock issued in 2005 should be shown outside of shareholder's equity (deficit) in accordance with Emerging Issues Task Force Topic No. D-98, "Classification and Measurement of Redeemable Securities," because of a redemption feature and the holder of the preferred stock through its ownership of common stock has voting control of the Company. See note 7 to our audited consolidated financial statements included elsewhere in this report.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward looking statements as a result of certain factors, including those set forth under the heading "Forward-Looking Statements" above and "Item 1A. Risk Factors." Unless otherwise provided below, references to "we," "us," and "our Company" refer to Edgen Corporation and its consolidated subsidiaries. The following discussion should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this report.

General

Background

        We are a leading global distributor of specialty steel pipe, pipe components and high grade structural sections and plates for use in niche applications, primarily in the oil and gas, processing and power generation industries. The products we distribute are highly specialized and are used in environments that require high performance characteristics, such as the ability to withstand highly corrosive or abrasive materials, extremely high or low temperatures, or high-pressure. These products are principally used in maintenance and repair projects, expansions of infrastructure and development projects. With the acquisition of MIM US, our carbon products group expanded its products to include high yield and special grade structural steel, primarily high grade steel tubes, plates and sections, used in the construction of offshore drilling oil and gas infrastructures, drilling and production platforms and well heads used in oil and gas projects.

        As of March 30, 2006, we operate in 17 locations, including 15 in the United States, and two in Canada. Fourteen of our locations currently stock inventory for quick turnaround to our customers. Our inventory generally consists of specialty products that we distribute to over 2,000 customers worldwide. We offer our customers significant breadth in our product offering and consistently provide products that may not otherwise be available on a quick response basis in quantities that are usable by customers.

Predecessor and Successor

        On December 31, 2004, Edgen Acquisition Corporation, a corporation newly formed by JCP, entered into a stock purchase agreement with Edgen Corporation and the stockholders of Edgen Corporation to purchase all of the outstanding capital stock of Edgen Corporation from its then existing stockholders for an aggregate purchase price of approximately $124.0 million, which included the assumption or repayment of indebtedness of Edgen Corporation but excluded payment of fees and expenses. The acquisition closed on February 1, 2005 and was funded with proceeds to Edgen Acquisition Corporation from the issuance and sale of $105.0 million 9⁷/8% Senior Secured Notes 2011, which we refer to as the senior secured notes, as well as an equity investment from funds managed by Jefferies Capital Partners and certain members of management of Edgen Corporation. We refer to these transactions collectively as the "Buy-out Transaction." A discussion of our senior secured notes is included below under "—Liquidity and Capital Resources."

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        Concurrently with the acquisition and the offering and issuance of the Notes, Edgen Corporation also entered into a new $20.0 million senior secured revolving credit facility, which we refer to as the revolving credit facility, and borrowed $2.7 million thereunder.

        Simultaneously with the acquisition and the related financing transactions, Edgen Acquisition Corporation was merged with and into Edgen Corporation, which survived the merger and became liable for all obligations under the Notes and borrowings under the revolving credit facility. Edgen Corporation following the merger is referred to as the "Successor." Edgen Corporation prior to the merger is referred to as the "Predecessor."

        In accordance with accounting principles generally accepted in the United States of America ("GAAP"), we have separated our historical financial results for the Predecessor and the Successor. The separate presentation is required under GAAP in situations when there is a change in accounting basis, which occurred when purchase accounting was applied to the acquisition of the Predecessor. Purchase accounting requires that the historical carrying value of assets acquired and liabilities assumed be adjusted to fair value, which may yield results that are not comparable on a period-to-period basis due to the different, and sometimes higher, cost basis associated with the allocation of the purchase price. In addition, at the time of the acquisition of the Predecessor, we experienced changes in our business as a result of the Buy-out Transaction, which was consummated simultaneously with the acquisition of the Predecessor. There have been no material changes to the operations or customer relationships of our business as a result of the acquisition of the Predecessor.

        In evaluating our results of operations and financial performance, our management has used combined results for the twelve months ended December 31, 2005 as a single measurement period. Due to the Buy-out Transaction, we believe that comparisons between the fiscal year ended December 31, 2004 and either the Predecessor's results for the period from January 1, 2005 to January 31, 2005 or the Successor's results for the period from February 1, 2005 to December 31, 2005 may impede the ability of users of our financial information to understand our operating and cash flow performance.

        Consequently, to enhance an analysis of our operating results and cash flows, we have presented our operating results and cash flows on a combined basis for the twelve month period ended December 31, 2005. This combined presentation for the twelve month period ended December 31, 2005 simply represents the mathematical addition of the pre-merger results of operations of the Predecessor for the period from January 1, 2005 to January 31, 2005 and the results of operations of the Successor for the period from February 1, 2005 to December 31, 2005. The Successor conducted no operations from the date of formation of Edgen Acquisition Corporation until the merger on February 1, 2005. We believe the combined presentation provides relevant information for investors. These combined results, however, are not intended to represent what our operating results would have been had the Buy-out Transaction occurred at the beginning of the period. A reconciliation showing the mathematical combination of our operating results for such periods is included below under "—Results of Operations."

Formation of a Holding Company

        On December 16, 2005, our stockholders organized a new holding company, Edgen/Murray, L.P., to hold all of the outstanding equity interests of Edgen and a newly created company, Pipe Acquisition Limited ("PAL"), which acquired Murray International Metals Ltd. ("MIM UK") on December 16, 2005. Edgen/Murray, L.P. is a Delaware limited partnership and is controlled by funds managed by JCP. Additionally, certain members of Edgen Corporation's management are officers of Edgen/Murray, L.P. In connection with the acquisition of MIM UK, Edgen/Murray, L.P. also issued additional partnership interests to the funds managed by JCP, certain members of management of Edgen Corporation and MIM UK, and the sellers of MIM UK.

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Operating Segments

        We have two operating segments—our alloy products group and our carbon products group. Our alloy products group primarily distributes alloy based specialty pipes, fittings and flanges that are principally used in high-pressure, extreme temperature and high-corrosion applications in the process and power generation industries. Our carbon products group primarily distributes prime carbon specialty pipes, fittings and flanges that are principally used in high-yield, high-tensile applications in the oil and gas production and transmission, the process and the power generation industries. With the acquisition of MIM US, we have expanded our carbon products to include high grade structural steel products, including steel tubes, plates and sections, used in the construction of offshore drilling rigs, drilling and production platforms and well heads.

Revenue Sources

        Total Sales.    We generate substantially all of our total revenues from the sale of our products. Our carbon products group accounts for the most significant portion of our total sales and our alloy products group accounts for the remainder. For the combined twelve months ended December 31, 2005 and the years ended December 31, 2004 and 2003, approximately 27.2%, 25.1% and 27.9%, respectively, of our total sales were attributable to the alloy products group and approximately 72.8%, 74.9% and 72.1%, respectively, of our total sales were attributable to the carbon products group. We recognize revenue on products sales when products are shipped and the customer takes title and assumes risk of loss. Shipping and handling costs incurred are included as a component of cost of goods sold.

        The products we sell are used principally in maintenance and repair projects, expansions of infrastructure and development projects. Over the last two years most of the products sold by us have been used in maintenance and repair applications because there have been relatively few new installations in our end-use markets. We fill large orders for new installations or expansions of infrastructure that sometimes exceed $1.0 million in value but the majority of our product sales orders are smaller, maintenance related orders. In the processing and power generation markets, and in smaller oil and gas projects, the variety and non-standard nature of the products necessitate procurement from distributors like us. New pipeline construction projects, however, usually require large quantities of custom specialty steel pipe and are typically obtained directly from the manufacturer due to long lead times and large order quantities. For the combined twelve months ended December 31, 2005, our product orders were as follows:

•

approximately 86% of our product orders were for less than $10,000 per order, which in the aggregate represented approximately 18% of our consolidated sales;



•

approximately 14% of our product orders ranged from $10,000 to $500,000 per order, which in the aggregate represented approximately 66% of our consolidated sales; and



•

approximately one-tenth of one percent of our product orders were for more than $500,000 per order, which in the aggregate represented approximately 16% of our consolidated sales.

        For a discussion of the impact of seasonality on our product sales, see "Seasonality" below.

        Alloy Products Group Segment.    The alloy products we sell are principally used in high-pressure, extreme temperature and high-corrosion applications, such as in heating, desulphurization, refrigeration and liquefied natural gas units in the processing and refining industries, and in heat recovery steam generation units in the power generation industry. Substantially all of our alloy products are imported from international markets such as Germany, Italy, South Korea or Japan. Alloy pipe and components are more expensive and generally have higher margins than carbon pipe and components.

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        Carbon Products Group Segment.    The carbon products we sell are principally used in high-yield, high-tensile, abrasive applications such as the gathering and transmission of oil, natural gas and phosphates, conductor casing and high yield and high grade structural steel products including tubes, plates and sections used in the construction of offshore drilling oil and gas infrastructures, drilling and production platforms and well heads. We purchase our carbon products from both domestic and international manufacturers.

        Sales in our alloy product groups segment and our carbon products group segment are primarily driven by the following factors:

•

changes in oil and natural gas markets;



•

refining industry margins;



•

demand for electrical power and the use of fuel for power generation;



•

worldwide demand for chemicals and refined products in the processing industry; and



•

the level of spending for construction projects in the oil and gas, processing and power generation industries.

Principal Costs and Expenses

        Our largest expense is the cost to purchase the products we distribute, which is included in cost of goods sold. We buy and pay for most of our products on standard commercial terms (e.g., payment typically due within 30 to 60 days). For the combined twelve months ended December 31, 2005 and the years ended December 31, 2004 and 2003, cost of goods sold was $223.6 million, $155.4 million and $121.1 million, respectively. Costs of sales for the period February 1, 2005 to December 31, 2005 includes $1.7 million in additional expense related to a fair value purchase price allocation adjustment which increased the cost of our alloy inventory as of February 1, 2005. Our operating expenses consist principally of selling, general and administrative expense, depreciation and amortization, and yard and shop expense. For the combined twelve months ended December 31, 2005 and the years ended December 31, 2004 and 2003, our operating expenses were approximately $48.3 million (including approximately $12.0 million of Buy-out Transaction- related fees), $34.4 million and $31.6 million, respectively.

Principal Cash Flows

        We generate cash primarily from our operating activities, and historically we have used cash flows from operating activities, if positive, and our revolving credit facility as the primary sources of funds to purchase our inventory, fund working capital and capital expenditures, and make acquisitions.

Principal External Factors that Affect our Business

        We are subject to a number of external factors that may adversely affect our businesses. These factors, which are discussed below and under the headings "Forward Looking Statements," "Item 1. Business" and "Item 1A. Risk Factors" and elsewhere in this report, include:

•

Oil and gas price volatility. Proceeds from the sale of specialty steel pipe, fittings and flanges and structural sections and plates to the oil and gas industry constitute a significant portion of our sales. As a result, we depend upon the oil and gas industry and its ability and willingness to make capital expenditures to explore for, develop and produce oil and gas and refined products. If these expenditures decline, our business will suffer.

26

•

Fluctuations in steel prices. Fluctuations in steel prices can lead to volatility in the pricing of our products, which can influence the buying patterns of our customers and have a negative impact on our results of operations.



•

Economic downturns. The demand for our products is dependent on the general economy, the oil and gas, processing and power generation industries and other factors. Downturns in the general economy or in the oil and gas, processing or power generation industries can cause demand for our products to materially decrease. During 2003, we experienced a significant decline in sales and profitability, primarily as a result of a severely depressed power generation market and reduced spending in the processing and oil and gas industries, and an internal decision to liquidate inventory of certain low-margin products.



•

Decreases in demand for energy and electrical power. Reduced demand for energy and electrical power would reduce demand for our products, which depending on the level of reduced demand, could have a material adverse effect on our results of operations.



•

Increases in customer, manufacturer and distributor inventory levels of specialty pipe and component products and structural sections and plates. Customer, manufacturer and distributor inventory levels of specialty pipe and component products and structural sections and plates can change significantly from period to period. Increases in our customers' inventory levels can have a direct adverse effect on the demand for our products when customers draw from inventory rather than purchase new products. Reduced demand, in turn, would likely result in reduced sales volume and overall profitability. Increased inventory levels by manufacturers or other distributors can cause an oversupply of specialty products in our markets and reduce the prices that we are able to charge for our products. Reduced prices, in turn, would likely reduce our margins and overall profitability.

        We believe that our focus on the maintenance and repair market and the diversity of our product offerings, customer base and geographic markets helps temper the effects to us of downturns in a particular market. We continue to:

•

implement business development initiatives;



•

seek expansion of our international presence;



•

strive to optimize our purchasing and inventory levels; and



•

pursue accretive strategic acquisitions.

Critical Accounting Policies; Use of Estimates

        The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses in our consolidated financial statements. We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different circumstances or conditions. If actual amounts are ultimately different from these estimates, the revisions are included in our results of operations for the period in which the actual amounts become known.

        We believe the following critical accounting policies and estimates affect our more significant judgments and estimates used in preparing our consolidated financial statements. (See note 1 of the notes to our audited consolidated financial statements included elsewhere in this report for a summary of our significant accounting policies.) There have been no material changes made to our critical accounting policies and estimates during the periods presented in our consolidated financial statements,

27

except as noted below under "—Redeemable Preferred Stock" and "—Income Tax Expense Estimates and Policies."

Accounts Receivable

        We maintain an allowance for doubtful accounts to reflect our estimate of the uncollectibility of accounts receivable. Concentration of credit risk with respect to trade accounts is within several industries and is limited because of our broad customer base. We perform ongoing credit evaluations of customers and set credit limits based upon reviews of customers' current credit information and payment histories. We monitor customer payments and maintain a provision for estimated uncollectible accounts based on historical experience and specific customer collection issues that we have identified. Estimation of such losses requires adjusting historical loss experience for current economic conditions and judgments about the probable effects of economic conditions on certain customers. The rate of future credit losses may not be similar to past experience.

        We record the effect of any necessary adjustments prior to the publication of our consolidated financial statements. We consider all available information when assessing the adequacy of the provision for allowances, claims and doubtful accounts. Adjustments made with respect to the allowance for doubtful accounts often relate to improved information not previously available. Uncertainties with respect to the allowance for doubtful accounts are inherent in the preparation of financial statements.

Inventories

        We state our inventories at the lower of cost or market. We account for our inventories using the weighted average cost method of accounting. We maintain allowances for damaged, slow-moving and unmarketable inventory to reflect the difference between the cost of the inventory and the estimated market value. We regularly review our inventory on hand and update our allowances based on historical and current sales trends. Changes in product demand and our customer base may affect the value of inventory on hand and may require higher inventory allowances. Uncertainties with respect to the inventory valuation are inherent in the preparation of financial statements.

Goodwill

        Goodwill represents the excess of the amount we paid to acquire a company over the estimated fair value of tangible assets and identifiable assets acquired, less liabilities assumed. As of December 31, 2005, our goodwill balance was $37.1 million, representing 16.6% of total assets.

        We account for goodwill under the provisions of the Financial Accounting Standards Board's ("FASB") Statement of Financial Accounting Standards ("SFAS No.") 142, Goodwill and Other Intangible Assets. Under these rules we test for goodwill for impairment annually or at any other time when impairment indicators exist. As of January 1, 2006, we performed our annual goodwill impairment test, which requires comparison of our estimated fair value to our book value including goodwill. As a result of the test, we believe the goodwill on our balance sheet is not impaired. In assessing the recoverability of our goodwill and other intangibles, we must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets. We estimate future cash flows at the reporting unit level. A key assumption that we make is that our business will grow at approximately 10% per year, adjusted for the current economic outlook. If these estimates or their related assumptions change in the future, we may be required to record impairment charges not previously recorded for these assets.

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Long-Lived Assets

        We assess the impairment of long-lived assets, including customer relationships and tradenames, when events or changes in circumstances indicate that the carrying value of the assets or the asset group may not be recoverable. The asset impairment review assesses the fair value of the assets based on the future cash flows the assets are expected to generate. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from the disposition of the asset (if any) are less than the related asset's carrying amount. Impairment losses are measured as the amount by which the carrying amounts of the assets exceed their fair values. Estimates of future cash flows are judgments based on our experience and knowledge of our operations and the industries in which we operate. These estimates can be significantly affected by future changes in market conditions, the economic environment, and capital spending decisions of our customers and inflation.

Redeemable Preferred Stock

        In connection with the preparation of our consolidated financial statements for the year ended December 31, 2005, our management determined that the Series A Preferred Stock issued in February 2005 should be shown outside of shareholder's equity (deficit) in accordance with Emerging Issues task Force Topic No. D-98, "Classification and Measurement of Redeemable Securities," because of a redemption feature and the holder of the Series A Preferred Stock through its ownership of common stock has voting control of the Company. See note 7 to our audited consolidated financial statements included elsewhere in this report.

Income Tax Expense Estimates and Policies

        As part of the income tax provision process of preparing our consolidated financial statements, we are required to estimate our income taxes. This process involves estimating our current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income, and to the extent we believe the recovery is not likely, we must establish a valuation allowance. Further, to the extent that we establish a valuation allowance or increase this allowance in a financial accounting period, we must include a tax provision, or reduce our tax benefit in our consolidated statement of operations. We use our judgment to determine our provision or benefit for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets.

        We recorded a valuation allowance in 2002 against a portion of deferred tax assets because management believed that the deferred tax assets related to goodwill impairment (see note 9 to our audited consolidated financial statements included elsewhere in this report) would not more than likely be realized in full through future operating results and the reversal of taxable timing differences. Based on operating results for fiscal 2004 and projected operating results for fiscal 2005 and 2006, management believed this was no longer to be the case and the valuation allowance was reversed as of December 31, 2004. This resulted in an increase in the deferred tax asset and a related decrease in income tax expense of $7.1 million.

        There are various factors that may cause our tax assumptions to change in the near term, and we may have to record a valuation allowance against our deferred tax assets. We cannot predict whether future U.S. federal and state income tax laws and regulations might be passed that could have a material effect on our results of operations. We assess the impact of significant changes to the U.S. federal and state income tax laws and regulations on a regular basis and update the assumptions and estimates used to prepare our financial statements when new legislation and regulations are enacted.

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Results of Operations

        The following table provides our statements of operations, our sales to international customers and our sales, operating profits and gross margins as a percentage of sales for our operating segments. The table shows the segments as they are reported to management, and they are consistent with the segmented reporting in note 12 to our audited consolidated financial statements included elsewhere in this report. The period-to-period comparisons of financial results are not necessarily indicative of future results, or in the case of the interim periods, results for a full year.

	Successor			Predecessor			Non-GAAP Combined			Predecessor
	Period February 1, 2005 to December 31, 2005									Fiscal Year Ended December 31,
				Period January 1, 2005 to January 31, 2005			Twelve Months Ended December 31, 2005
										2004			2003
	(in thousands, except percentages)
SALES	$	262,746		$	18,945		$	281,691		$	207,821		$	147,025
COST OF SALES		209,463			14,153			223,616			155,357			121,146
Gross Profit		53,283			4,792			58,075			52,464			25,879
OPERATING EXPENSES:
Yard and shop expense		4,534			390			4,924			4,592			4,013
Selling, general, and administrative expense		23,763			13,974			37,737			27,417			25,582
Depreciation and amortization expense		5,466			201			5,667			2,400			2,001
Total operating expenses		33,763			14,565			48,328			34,408			31,596
INCOME (LOSS) FROM OPERATIONS		19,520			(9,773	)		9,747			18,055			(5,717	)
OTHER INCOME (EXPENSE)
Other income (expense)		(308	)		(50	)		(358	)		106			174
Interest expense		(11,334	)		(333	)		(11,667	)		(5,163	)		(3,122	)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE		7,878			(10,156	)		(2,278	)		12,998			(8,665	)
INCOME TAX EXPENSE (BENEFIT)		2,849			(1,916	)		933			(3,211	)		(4,195	)
INCOME (LOSS) FROM CONTINUING OPERATIONS		5,029			(8,240	)		(3,211	)		16,209			(4,470	)
DISCONTINUED OPERATIONS, NET OF TAX		—			—			—			—			(189	)
NET INCOME (LOSS)		5,029			(8,240	)		(3,211	)		16,209			(4,659	)
PREFERRED DIVIDEND REQUIREMENT		(1,703	)		(190	)		(1,893	)		(2,206	)		(2,212	)
NET INCOME (LOSS) APPLICABLE TO COMMON SHAREHOLDERS	$	3,326		$	(8,430	)	$	(5,104	)	$	14,003		$	(6,871	)
Sales to International Customers	$	36,355		$	2,253		$	38,608		$	16,525		$	3,963
Segment Sales
Alloy Products	$	72,380		$	4,214		$	76,594		$	52,252		$	41,011
Carbon Products		190,366			14,731			205,097			155,569			106,014
Total	$	262,746		$	18,945		$	281,691		$	207,821		$	147,025
Segment Operating Profits (Losses)
Alloy Products	$	9,786		$	960		$	10,746		$	5,309		$	1,435
Carbon Products		17,439			1,980			19,419			21,844			1,627
General Corporate		(7,705	)		(12,713	)		(20,418	)		(9,098	)		(8,779	)
Operating profits (Losses)	$	19,520		$	(9,773	)	$	9,747		$	18,055		$	(5,717	)
Segment Gross Margins as a Percentage of Segment Sales
Alloy Products		29.1	%		41.3	%		29.8	%		30.6	%		25.1	%
Carbon Products		16.9	%		20.7	%		17.2	%		23.5	%		14.7	%
Total operations		20.3	%		25.3	%		20.6	%		25.2	%		17.6	%
Segment Operating Profits (Losses) as a Percentage of Segment Sales
Alloy Products		13.5	%		22.8	%		14.0	%		10.2	%		3.5	%
Carbon Products		9.2	%		13.4	%		9.5	%		14.0	%		1.5	%
Total operations		7.4	%		(51.6	)%		3.5	%		8.7	%		(3.9	)%
Net cash provided by (used in):
Cash flows—operating activities	$	9,527		$	4,249		$	13,776		$	5,849		$	24,738
Cash flows—investing activities		(135,943	)		(1	)		(135,944	)		(1,036	)		(3,115	)
Cash flows—financing activities		144,429			(1,477	)		142,952			(7,803	)		(18,499	)

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        As used under this "Results of Operations" section the terms listed below have the following meanings:

        Sales.    Our sales represent revenues from product sales to third parties net of returns and allowances.

        Segment Operating Profits.    Our segment operating profits are our revenues minus cost of sales and operating expenses (such as yard and shop expenses) and depreciation and amortization, excluding general corporate expenses and interest expense.

        Selling, General and Administrative Expenses.    Our selling, general and administrative expenses include sales and administrative employee compensation and benefit costs, as well as travel expenses for sales representatives, information technology infrastructure and communication costs, office rent and supplies, professional services, management fees and other general corporate expenses.

        Yard and Shop Expenses.    Our yard and shop expenses include costs for warehouse personnel and benefits, supplies, equipment maintenance and rental and contract storage.

        Gross Profit Margin.    Our gross profit margin is equal to our sales minus cost of sales expressed as a percentage of sales. The primary components of our cost of sales are product costs, freight in and freight out and outsourced services to prepare the product for sale.

2005 Financial Overview

        Significant events in 2005 include:

•

The acquisition of the Company by JCP and certain members of management on February 1, 2005;



•

The issuance of $105.0 million in 9⁷/8% Senior Secured Notes due 2011 on February 1, 2005 and the subsequent registration of the senior secured notes with the Securities and Exchange Commission;



•

The acquisition of Western Flow, a Canadian distributor of specialty alloy pipe and pipe components;



•

The acquisition of MIM US which is the U.S. subsidiary of MIM UK, and a distributor of high grade structural steel products; and



•

The issuance of an additional $31.0 million in 9⁷/8% Senior Secured Notes due 2011 to finance the acquisition of MIM US and to repay borrowings under our revolving credit facility.

        Subsequent to the Buy-out Transaction, we focused on the successful execution of the Company's business strategies including maximizing business development opportunities, expanding our international presence, optimizing purchasing models, and seeking potential growth opportunities which culminated with the acquisitions of Western Flow and MIM US.

        We grew sales 35.5% to $281.7 million in 2005 from $207.8 million in 2004. This increase was primarily the result of strong demand driven by the energy markets, changes in sales product mix, increased sales prices, and $5.7 million in sales from acquisitions. Our revenues also reflect growth in our international sales which grew to 13.7% of our total sales in 2005 compared to 7.9% in 2004.

        Although gross profit on sales increased from $52.5 million in 2004 to $58.1 million in 2005, our gross profit margin as a percentage of sales (gross profit margin) decreased from 25.2% in 2004 to 20.6% in 2005. The decrease in gross profit margins was primarily the result of reduced gross profit margins on sales of carbon pipe and fittings as lower cost inventories were replaced at higher costs and

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these higher costs could not be fully realized in increased prices to customers, and from a change in the sales product mix with sales of lower margin pipe used in oil and gas well hook-up installations in 2005 compared to sales of higher margin large diameter pipe used in gas transmission in 2004. Our gross profit margins were also reduced by higher freight costs driven by increased fuel and shipping costs. Additionally, alloy pipe gross profit was reduced by $1.7 million in 2005 to reflect the impact of a purchase price allocation adjustment that increased the value of our alloy inventory as of February 1, 2005, the date of the Buy-out Transaction.

        Operating income decreased from $18.1 million in 2004 to $9.7 million in 2005. Operating income in 2005 includes $12.0 million in Buy-out Transaction-related expenses, $5.7 million in depreciation and amortization, and a $1.7 million purchase price adjustment as described above. The decrease in operating income was partially offset by a decrease in selling, general and administrative expenses exclusive of the Buy-out Transaction-related expenses.

        During 2005, our operations provided sufficient cash to make the scheduled $5.4 million interest payment on our senior secured notes, to eliminate borrowings under our credit facility, to meet working capital needs, and to increase our cash on hand at year end. As of December 31, 2005, our cash balance was $18.0 million compared to $0.1 million at December 31, 2004.

Combined Twelve Months Ended December 31, 2005 Compared to Fiscal 2004

Sales

Reporting Segment		Non-GAAP Combined Twelve Months Ended December 31, 2005 Sales		Fiscal 2004 Sales		% Increase
		(dollars in thousands)
Alloy Products		$	76,594	$	52,252	46.6	%
Carbon Products			205,097		155,569	31.8	%
	Total	$	281,691	$	207,821	35.5	%

        Overall.    For the combined twelve months ended December 31, 2005, our consolidated sales increased $73.9 million, or 35.5%, to $281.7 million compared to the year ended December 31, 2004. Sales volumes were positively impacted by the worldwide demand for oil and gas, and refined products, particularly in energy markets. Sales prices were positively impacted by a favorable change in the mix of products sold and by continued demand for iron ore, nickel, chrome and copper which are the raw materials of our specialty products. Of the $73.9 million increase, $5.7 million related to revenue from the acquisitions of Western Flow and MIM US. Our sales order backlog significantly increased from $36.7 million at December 31, 2004 to $88.6 million at December 31, 2005 primarily due to large project orders for three customers totaling $43.8 million or 49% of the sales backlog at December 31, 2005 and from the acquisition of MIM US which had backlog of $17.6 million as of December 31, 2005. We anticipate substantially all of our backlog will be shipped in 2006.

        Alloy Products.    For the combined twelve months ended December 31, 2005, our alloy products sales increased $24.3 million, or 46.6%, to $76.6 million compared to the year ended December 31, 2004. The increase in sales was the result of increased alloy pipe sales volumes, increased foreign sales and improved pricing, partially offset by a decrease in stainless and low temperature pipe sales volume. For the combined twelve months ended December 31, 2005, our alloy products sales order backlog increased from $18.5 million at December 31, 2004 to $21.8 million at December 31, 2005. The increase in alloy products sales order backlog reflects a large customer project order for $11.7 million.

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        Carbon Products.    For the combined twelve months ended December 31, 2005, our carbon products sales increased $49.5 million, or 31.8%, to $205.1 million as compared to the year ended December 31, 2004. The increase was driven by a change in product mix as a result of demand for high priced seamless products primarily from the oil and gas industry. General economic demand for both welded and seamless pipe and for high yield carbon fittings and components provided the basis for continued sales price increases. Carbon products sales order backlog increased from $18.2 million at December 31, 2004 to $66.8 million at December 31, 2005. The increase in carbon products sales order backlog is due primarily to several new large project orders totaling $32.1 million and approximately $17.6 million from the acquisition of MIM US.

Gross Profit

Reporting Segment		Non-GAAP Combined Twelve Months Ended December 31, 2005 Gross Profit		Fiscal 2004 Gross Profit		% Increase
		(dollars in thousands)
Alloy Products		$	22,797	$	15,967	42.8	%
Carbon Products			35,278		36,497	(3.3	%)
	Total	$	58,075	$	52,464	10.7	%

Reporting Segment		Non-GAAP Combined Twelve Months Ended December 31, 2005 Gross Profit Margin		Fiscal 2004 Gross Profit Margin
Alloy Products		29.8	%	30.6	%
Carbon Products		17.2	%	23.5	%
	Total	20.6	%	25.2	%

        Overall.    Our consolidated gross profit for the combined twelve months ended December 31, 2005 was $58.1 million, an increase of $5.6 million, or 10.7%, compared to the year ended December 31, 2004. The increase in gross profit is due primarily to the increase in alloy product sales when compared to 2004 and reflects our sales strategy to focus on higher margin specialty pipe and component products. Our gross profit margin (gross profit as a percentage of sales) for the combined twelve months ended December 31, 2005 decreased to 20.6% compared to 25.2% for the year ended December 31, 2004. The decrease in gross profit margin is due primarily to an increase in inventory costs associated with our carbon products, the impact of several large, lower margin shipments to customers, and a change in our carbon product mix from higher margin specialty grade pipe and pipe components to lower margin pipe and pipe components used in oil and gas well hook-up installations in 2005 compared to sales of higher margin large diameter pipe used in gas transmission in 2004. Our gross profit margins were also reduced by higher freight costs driven by increased fuel and shipping costs. The decrease in gross profit margin was partially offset by an increase in sales prices for both our alloy and carbon products.

        The gross profit and gross profit margin for the combined twelve months ended December 31, 2005 were also negatively impacted by additional cost of sales of $1.7 million related to a purchase price allocation adjustment that increased the value of our alloy inventory as of February 1, 2005. The remaining purchase price allocation adjustment to be recognized in future periods is $0.2 million as of December 31, 2005.

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        Alloy Products.    Gross profit for our alloy products for the combined twelve months ended December 31, 2005 was $22.8 million, an increase of $6.8 million, or 42.8%, compared to the year ended December 31, 2004. The increase in gross profit is attributable to an increase in alloy product sales compared to the year ended December 31, 2004. Gross profit margin increased for the combined twelve months ended December 31, 2005 compared to 2004 but was reduced by the impact of the $1.7 million purchase price adjustment previously discussed and by a large low-margin direct shipment to a foreign construction project. The acquisition of Western Flow had a modest positive impact on gross profit and gross profit margin for the combined twelve months ended December 31, 2005.

        Carbon Products.    Gross profit for our carbon products for the combined twelve months ended December 31, 2005 was $35.3 million, a decrease of $1.2 million, or 3.3%, compared to the year ended December 31, 2004. The decrease in gross profit and gross profit margin is attributable to higher inventory costs as a result of the current market price of steel when compared to 2004, several large, lower margin shipments to customers during the combined twelve months ended December 31, 2005, and a change in our product mix from higher margin specialty grade pipe and pipe components to lower margin commodity pipe and pipe components. The decrease in gross profit margin for our carbon products was partially offset by our ability to pass a portion of the higher inventory costs to our customers. The acquisition of MIM US had a modest positive impact on gross profit and gross profit margin for the combined twelve months ended December 31, 2005.

Operating Income (Loss)

Reporting Segment	Non-GAAP Combined Twelve Months Ended December 31, 2005 Operating Income (Loss)			Fiscal 2004 Operating Income (Loss)
	(dollars in thousands)
Alloy Products	$	10,746		$	5,309
Carbon Products		19,419			21,844
General Corporate		(20,418	)		(9,098	)
Total	$	9,747		$	18,055

        Overall.    Our consolidated operating income of $9.7 million for the combined twelve months ended December 31, 2005 decreased $8.4 million from operating income of $18.1 million for the year ended December 31, 2004. The consolidated operating income for the combined twelve months ended December 31, 2005 includes Buy-out Transaction-related expenses of approximately $12.0 million, an increase in depreciation and amortization expense to $5.7 million related to acquired customer relationships, and as discussed above, a purchase price allocation adjustment in cost of sales of $1.7 million. Consolidated operating income as a percentage of consolidated sales for the combined twelve months ended December 31, 2005 and the year ended December 31, 2004 was 3.5%, and 8.7%, respectively. The decrease as a percentage of consolidated sales reflects the $12.0 million in Buy-out Transaction-related expenses and the $1.7 million purchase price allocation adjustment, offset by a reduction of selling, general and administrative expenses which included a reduction in the employee bonus pool accrual and related payroll taxes.

        Alloy Products.    Our alloy products operating income for the combined twelve months ended December 31, 2005 was $10.7 million, an increase of $5.4 million compared to the year ended December 31, 2004. The majority of the increase was the result of sales and gross margin increases as previously discussed partially offset by an increase in salaries and related benefits and payroll taxes, and travel and selling expenses associated with increased business development efforts. The acquisition of

34

Western Flow had a modest positive impact on operating income for the combined twelve months ended December 31, 2005.

        Carbon Products.    Our carbon products operating income for the combined twelve months ended December 31, 2005 was $19.4 million, a decrease of $2.4 million compared to the year ended December 31, 2004. The decrease in operating income was driven by a decrease in gross profit and gross profit margins as previously discussed which was partially offset by a reduction in the employee bonus pool accrual and related payroll taxes within selling, general and administrative expenses. The acquisition of MIM US had a modest positive impact on operating income for the combined twelve months ended December 31, 2005.

Yard and Shop Expenses

        Yard and shop expenses remained relatively consistent at $4.9 million for the combined twelve months ended December 31, 2005 compared to $4.6 million for the year ended December 31, 2004 while as a percentage of sales, yard and shop expenses decreased 0.5% primarily as a result of increased sales.

Selling, General and Administrative Expenses

        Selling, general and administrative expenses for the combined twelve months ended December 31, 2005 increased approximately $10.3 million, or 37.6%, compared to the year ended December 31, 2004. The increase in selling, general and administrative expenses is related to approximately $12.0 million in Buy-out Transaction-related expenses previously discussed above. The increase in selling, general and administrative expense reflects the $12.0 million in Buy-out expenses which was offset by a $3.2 reduction in the employee bonus pool accrual and related payroll taxes, a reduction in management and director fees paid to our previous owners before February 1, 2005, and a decrease in property taxes for the combined twelve months ended December 31, 2005 compared to 2004. The decrease in selling, general and administrative expenses was partially offset by increases in employee salaries and related benefits and payroll taxes, increases in travel and selling expenses associated with increased business development efforts, and expenses related to the acquisitions of Western Flow and MIM US.

Depreciation and Amortization Expense

        Depreciation and amortization expense for the combined twelve months ended December 31, 2005 increased approximately $3.3 million, or 136.2%, compared to the year ended December 31, 2004. The increase in depreciation and amortization reflects amortization of customer relationships acquired in the Buy-out Transaction. In applying purchase accounting, the Company performed valuation procedures to determine the fair value of tangible and intangible assets acquired. The valuation resulted in the allocation of a portion of the purchase price to customer relationships. These customer relationships are being amortized over seven years from the date of the Buy-out Transaction.

Interest Expense

        Interest expense, net, for the combined twelve months ended December 31, 2005 increased $6.5 million, or 125%, to $11.7 million. Interest expense, net for the year ended December 31, 2004 was $5.2 million. The increase in interest expense was the result of the issuance of the senior secured notes on February 1, 2005 and borrowings under the Company's new revolving line of credit, partially offset by the retirement of $47.7 million of revolving line of credit and term loan debt as of February 1, 2005. Interest expense for the combined twelve months ended December 31, 2005 included $1.1 million of deferred financing costs amortization compared to $1.5 million for the year ended December 31, 2004.

35

Income Tax Expense

        Income tax expense was $2.8 million for the period February 1, 2005 to December 31, 2005 compared to an income tax benefit of $(1.9 million) for the period January 1, 2005 to January 31, 2005 and income tax benefit of $(3.2 million) for the year ended December 31, 2004. The effective tax rate was approximately 41% for the combined twelve months ended December 31, 2005 and approximately 25% for the year ended December 31, 2004. The income tax benefit and effective tax rate for the combined twelve months ended December 31, 2005 reflects the impact of Buy-out Transaction-related expenses, which may not be fully deductible for income tax purposes. For the year ended December 31, 2004, reflects the reversal of the valuation allowance recorded against the deferred tax asset related to goodwill impairment in 2002. Additionally, deferred tax liabilities recorded in connection with the Buy-out Transaction include temporary differences consisting of customer relationships being amortized for book purposes but non-deductible for tax purposes, non-deductible tradename intangibles with indefinite lives, and a fair value adjustment to inventory which is reduced in the period the inventory is sold.

Preferred Stock Dividends and Related Charges

        Preferred stock dividends and related charges were $1.9 million for the combined twelve months ended December 31, 2005 as compared to $2.2 million for the year ended December 31, 2004. The decrease resulted from our repurchase of all outstanding shares of our mandatorily redeemable preferred stock, partially offset by the issuance of our Series A cumulative compounding preferred stock in connection with the Buy-out Transaction.

Fiscal 2004 Compared to Fiscal 2003

Sales

		Fiscal Year Ended December 31,
Reporting Segment		2004 Sales		2003 Sales		% Increase (Decrease)
		(dollars in thousands)
Alloy Products		$	52,252	$	41,011	27.4	%
Carbon Products			155,569		106,014	46.7	%
	Total	$	207,821	$	147,025	41.4	%

        Overall.    For fiscal 2004, our consolidated sales increased $60.8 million, or 41.4%, to $207.8 million as compared to fiscal 2003. This increase in overall sales was primarily the result of commodity price increases, increased sales volume, strong organic growth (which includes the establishment of a sales offices in Canada, an international sales office in Houston, Texas and the appointment of sales agents in Scotland, China and Asia, all of which increased our international sales), and of changes in customer and product mix. The worldwide demand for iron ore, nickel, chrome and copper positively impacted pipe and component prices during 2004, which in turn positively impacted our overall sales. Overall sales order backlog grew from $13.4 million at January 1, 2004 to $36.7 million at December 31, 2004.

        Alloy Products.    For fiscal 2004, our alloy products sales increased $11.2 million or 27.4% to $41.0 million. This increase was primarily the result of increased sales of our products for use in processing and petrochemical maintenance and construction projects as well as our international business development efforts. Alloy products sales order backlog grew from $3.9 million at January 1, 2004 to $18.5 million at December 31, 2004.

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        Carbon Products.    For fiscal 2004, our carbon products sales increased $49.6 million or 46.7% to $155.6 million. This increase was primarily the result of increased sales to the oil and gas industry and our international business development efforts. Carbon products sales order backlog grew from $9.5 million at January 1, 2004 to $18.2 million at December 31, 2004.

        Customers.    For fiscal 2004, our top ten customers represented less than 23% of our consolidated sales for that period and no single customer represented more than 6% of consolidated sales. For fiscal 2004, there was not a material difference between our overall customer concentration levels as compared to our customer concentration levels on a segment basis.

Gross Profit

		Fiscal Year Ended December 31,
Reporting Segment		2004 Gross Profit		2003 Gross Profit		% Increase (Decrease)
		(dollars in thousands)
Alloy Products		$	15,967	$	10,305	55.0	%
Carbon Products			36,497		15,574	134.3	%
	Total	$	52,464	$	25,879	102.7	%

		Fiscal Year Ended December 31,
Reporting Segment		2004 Gross Profit Margin		2003 Gross Profit Margin
		(dollars in thousands)
Alloy Products		30.6	%	25.1	%
Carbon Products		23.5	%	14.7	%
	Total	25.2	%	17.6	%

        Overall.    Our consolidated gross profit for fiscal 2004 was $52.5 million, an increase of $26.6 million, or 102.7%, from fiscal 2003. Our overall gross profit margin (gross profit as a percentage of sales) for fiscal 2004 increased to 25.2% as compared to 17.6% in fiscal 2003. The improvement in gross profit margin is due to an increase in selling prices for our products, improved controls over product sales margins as a result of the implementation of a new company-wide ERP platform, increased sales of higher margin products and improved purchasing arrangements with key suppliers.

        Alloy Products.    Our alloy products gross profit for fiscal 2004 was $16.0 million, an increase of $5.7 million, or 55.0%, from fiscal 2003. The increase in gross profit is attributable to improved pricing controls, to increased shipments and to the impact of inventory profits in a rapidly rising sales price environment.

        Carbon Products.    Our carbon products gross profit for fiscal 2004 was $36.5 million, an increase of $20.9 million, or 134.3%, from fiscal 2003. The increase in gross profit is the result of increased shipments and improved pricing controls.

37

Operating Income

	Fiscal Year Ended December 31,
Reporting Segment	2004 Operating Income (Loss)			2003 Operating Income (Loss)
	(dollars in thousands)
Alloy Products	$	5,309		$	1,435
Carbon Products		21,844			1,627
General Corporate		(9,098	)		(8,779	)
Total	$	18,055		$	(5,717	)

        Overall.    Our consolidated operating income for fiscal 2004 increased $23.8 million to $18.1 million for fiscal 2004 from an operating loss of $5.7 million for fiscal 2003. Our consolidated operating income as a percentage of consolidated sales increased to 8.7% in fiscal 2004 from a consolidated operating loss of 3.9% as a percentage of consolidated sales in fiscal 2003. The increase in consolidated operating income was the result of increased sales and gross profit margins as previously discussed, improved controls over operating expenses and staff reductions, partially offset by increases in employee performance bonuses.

        Alloy Products.    Our alloy products operating income for fiscal 2004 was $5.3 million, an increase of $3.9 million from fiscal 2003. The majority of the increase was the result of sales and gross margin increases as described above and also by reduced staff expenses.

        Carbon Products.    Our carbon products operating income for fiscal 2004 was $21.8 million, an increase of $20.2 million from fiscal 2003. Similar to the alloy product group results, the increase in operating income was driven primarily by sales and gross margin increases and also by reduced staff expenses.

Yard and Shop Expenses

        Yard and shop expenses (excluding employee bonus pool accruals) decreased approximately $0.3 million, or 6.6% for fiscal 2004 compared to fiscal 2003. The majority of the decrease was the result of low equipment repair and rental costs in 2004.

Selling, General and Administrative Expenses

        Selling, general and administrative expenses (excluding employee bonus pool accruals) decreased approximately $1.2 million, or 5.2% for fiscal 2004 compared to fiscal 2003. The majority of the cost savings were the result of reduced staffing levels and reduced expenses for consultants in 2004 as compared to 2003.

        Expenses related to the employee bonus pool were significantly higher during fiscal 2004 compared to fiscal 2003. For fiscal 2004 and 2003, the bonus accruals were $6.1 million and $0.6 million, respectively. The bonus pool is based on achieving a target EBITDA that excludes bonus expense. The bonus pool achieved in 2004 was higher than expected due to strong business performance relative to our business plan. Management believes that the normalized bonus pool for our current size and number of full-time-equivalents is approximately $3.0 million.

Interest Expense

        Interest expense, net increased $2.1 million, or 65.4%, to $5.2 million for fiscal 2004 from $3.1 million for fiscal 2003. The increase in interest expense was the result of the amortization of deferred financing costs incurred in connection with obtaining the revolving credit facility in February 2004 and slightly higher interest rates during 2004 on our variable rate debt.

38

Income Tax Expense

        Income tax benefit decreased to $3.2 million for fiscal 2004 from an income tax benefit of $4.2 million for fiscal 2003. The income tax benefit of $3.2 million in fiscal 2004 is primarily the result of the reversal of the valuation allowance recorded against the deferred tax asset related to goodwill impairment (see notes 5 and 9 to our audited consolidated financial statements included elsewhere herein). This reversal created an increase in the deferred tax asset and corresponding decrease in income tax expense of $7.1 million for fiscal 2004. Net of this adjustment, income tax expense would have been $3.9 million for an effective tax rate of 30.1%.

Preferred Stock Dividends Accumulated and Related Charges

        Preferred stock dividends and related charges decreased $6,000 for fiscal 2004 from $2.2 million for fiscal 2003. The decrease was caused by a reduction in the number of outstanding shares of Series A preferred stock.

Liquidity and Capital Resources

Combined Twelve Months Ended December 31, 2005 Compared to Fiscal 2004

        Operating Activities.    Net cash provided by operating activities was $13.8 million for the combined twelve months ended December 31, 2005, compared with net cash provided by operating activities of $5.8 million for the year ended December 31, 2004. The $8.0 million increase in cash provided by operating activities was offset by approximately $12.0 million in Buy-out Transaction-related expenses paid during the combined twelve months ended December 31, 2005 as previously discussed. Cash outflows from operating activities for the combined twelve months ended December 31, 2005 was reduced by $12.0 million in Buy-out Transaction-related expenses and would have significantly increased compared to the year ended December 31, 2004 without these expenses. Cash outflows from operating activities for the combined twelve months ended December 31, 2005 included a scheduled $5.2 million interest payment on our senior secured notes, an increase in inventory purchases, an increase in accounts receivable from customers and an increase in accounts payable of $11.9 million. Cash inflows from operating activities included the receipt of approximately $4.7 million in income tax refunds.

        Investing Activities.    Net cash outflows from investing activities were $(135.9 million) for the combined twelve months ended December 31, 2005, compared with net cash outflows from investing activities of $(1.0 million) for the year ended December 31, 2004. The increase in cash outflows is due primarily to the Buy-out Transaction and the acquisitions of Western Flow and MIM US for a combined cash purchase price of approximately $134.6 million. Capital expenditures increased to $1.3 million for the combined twelve months ended December 31, 2005 compared to $1.1 million for the year ended December 31, 2004. The $0.2 million increase in capital expenditures reflects the increase in leasehold improvements, office equipment and machinery and equipment related to our expanded Canadian operations.

        Financing Activities.    Net cash inflows from financing activities were $143.0 million for the combined twelve months ended December 31, 2005 compared with net cash outflows of $(7.8 million) from financing activities in the year ended December 31, 2004. The increase in cash flows from financing activities of $150.8 million is due primarily to the issuance of the senior secured notes for $134.6 million, net of discount, and the issuance of common and preferred stock with proceeds of $24.0 million in connection with the Buy-out Transaction. Cash outflows from financing activities included the payment of deferred financing fees related to the issuance of the senior secured notes and our revolving credit facility, and a $5.1 million payment to extinguish debt assumed in the MIM US acquisition.

Debt

        Senior Secured Notes.    We have outstanding $136.0 million aggregate principal amount of 9⁷/8% Secured Senior Notes due 2011. The $136.0 million includes $105.0 million aggregate principal amount

39

issued in connection with the Buy-out Transaction in February 2005 and $31.0 million aggregate principal amount issued to fund the MIM US acquisition in December 2005 (see note 2 to our audited consolidated financial statements included elsewhere in this report). Total cash interest payments required under the senior secured notes are in excess of $13.4 million on an annual basis. The indenture governing the senior secured notes contains various covenants that limit our discretion in the operation of our business. It, among other things: (i) limits our ability and the ability of our subsidiaries to incur additional indebtedness, issue shares of preferred stock, incur liens and enter into certain transactions with affiliates; (ii) places restrictions on our ability to pay dividends or make certain other restricted payments; and (iii) places restrictions on our ability and the ability of our subsidiaries to merge or consolidate with any other person or sell, assign, transfer, convey or otherwise dispose of all or substantially all of our assets. The indenture provides for a restricted payment pool out of which we are permitted to make certain restricted payments, including cash dividends, provided that no event of default has occurred and we would be able to incur additional indebtedness under the applicable restrictive covenant. The restricted payment pool is generally an amount calculated based on 50% of our consolidated net income, as defined in the indenture, and earned during the period beginning on February 1, 2005 and ending on the last day of the most recent fiscal quarter prior to the restricted payment, as adjusted and subject to certain exceptions as provided in the indenture. All of our domestic subsidiaries fully and unconditionally guarantee the senior secured notes on a joint and several basis. Neither Edgen/Murray, L.P. nor MIM UK guarantees the senior secured notes. The senior secured notes and the related guarantees are secured by liens on substantially all of our assets and the assets of our existing and future domestic restricted subsidiaries (other than certain excluded assets such as our leasehold interests and the capital stock of our existing and future subsidiaries). These liens, in the case of assets consisting of inventory, accounts receivable and certain related assets, are contractually subordinated to liens thereon that secure our revolving credit facility.

        Senior Credit Facility.    On February 1, 2005, we entered into a five-year $20.0 million senior secured revolving credit facility, with a $5.0 million sublimit for letters of credit. Interest is determined based on several alternative rates as stipulated in the revolving credit facility, including the base lending rate per annum plus an applicable margin, or LIBOR plus an applicable margin. The revolving credit facility contains covenants that restrict, among other things, our ability to incur additional indebtedness, pay dividends and create certain liens. We borrowed approximately $2.7 million under the revolving credit facility in connection with the consummation of the Buy-out Transaction. As of December 31, 2005, we had no amounts outstanding under the revolving credit facility. The revolving credit facility is secured by a first priority security interest in all of our and our domestic subsidiaries' working capital assets, which is contractually senior to the liens on such assets securing the senior secured notes, and by a second priority security interest in substantially all of our and our domestic subsidiaries' other assets (other than certain excluded assets such as our leasehold interests and the capital stock of our existing and future subsidiaries), which is contractually subordinated to the liens on such assets securing the senior secured notes.

Future Capital Needs

        Our principal source of liquidity is cash flow generated from operations and borrowings under our revolving credit facility. Our principal liquidity requirements are to meet debt service requirements, finance our capital expenditures and provide working capital. Our ability to make payments on and to refinance our indebtedness, and to fund planned capital expenditures will depend on our ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. As of December 31, 2005, we had $18.0 million in cash in anticipation of a scheduled $6.7 million interest payment related to our senior secured notes. Our total indebtedness, net of discount, was $135.0 million as of December 31, 2005 and we had no borrowings under our revolving credit facility at that time.

40

        Based on our current level of operations, we believe our cash flow from operations, available cash and available borrowings under our revolving credit facility will be adequate to meet our liquidity needs for at least the next twelve months. Additionally, we continue to evaluate appropriate growth strategies for the Company including possible acquisition opportunities. These growth strategies may require us to use cash on hand, make additional borrowings under our revolving credit facility, or enter into other financing arrangements in order to support these growth strategies. We cannot assure you, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our revolving credit facility in an amount sufficient to enable us to service our indebtedness or to fund our other liquidity needs.

Commitments and Contractual Obligations

        Our contractual obligations and commitments principally include obligations associated with our outstanding indebtedness and future minimum operating lease obligations as set forth in the following tables as of December 31, 2005:

				Actual Payments Due by Period
Contractual Obligations		Fiscal 2006		Fiscal 2007 and 2008		Fiscal 2009 and 2010		Fiscal 2011 and Thereafter		TOTAL
				(dollars in thousands)
Long term debt(1)		$	13,591	$	27,024	$	26,890	$	136,000	$	203,505
Operating lease obligations			1,640		2,175		1,177		892		5,884
Purchase commitments(2)			117,118		—		—		—		117,118
	Total	$	132,349	$	29,199	$	28,067	$	136,892	$	326,507

(1)

Includes interest obligations on the senior secured notes at an interest rate of 9.875% per annum and assumes no borrowings under our revolving credit facility.

(2)

Includes purchase commitments for inventory. As of December 31, 2005, our sales order backlog was approximately $88.6 million. Both our purchase commitments and sales order backlog have been impacted by several outstanding large customer orders as of December 31, 2005.

Recent Accounting Pronouncements

        From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") which are adopted by us as of the specified effective date. Unless otherwise discussed, our management believes the impact of recently issued standards which are not yet effective will not have a material impact on our consolidated financial statements upon adoption.

Related Party Transactions

        See "Item 13. Certain Relationships and Related Transactions."

Off-balance Sheet Arrangements

        In our business, we may enter into purchase and sales commitments that are denominated in a foreign currency (primarily the Euro). Our practices include entering into foreign currency forward exchange contracts to minimize foreign currency exposure related to forecasted purchases and sales of certain inventories. As of December 31, 2005, we had 13 contracts related to purchases of inventory, that mature in varying increments through August 2006, to purchase an aggregate notional amount of $20.8 million of foreign currency. We also had 3 contracts related to the sale of inventory that mature in varying increments through August 2006, to receive an aggregate notional amount of $2.1 million of foreign currency. For the combined twelve months ended December 31, 2005, we recognized $(0.4 million) in realized losses on foreign currency forward exchange contracts reflected in other

41

income (expense) on the statement of operations. We did not have any off-balance sheet arrangements as of December 31, 2004.

Inflation

        Inflation has not had a material impact on our results of operations or financial condition during the preceding three years. In the past, we have generally been successful in adjusting prices to our customers to reflect changes in metal prices. For example, in 2004 we were able to increase the prices of our products in response to higher inventory costs resulting from higher steel prices. We can provide no assurance that our operating results will not be affected by inflation in the future.

Seasonality

        Some of our customers may be in seasonal businesses, especially those customers who purchase our products for use in new capital expenditure projects at refineries, oil and gas infrastructure, and processing and power generation plants. As a consequence, our results of operations and working capital, including our accounts receivable, inventory and accounts payable, fluctuate during the year. However, because of our geographic, product and customer diversity, our operations have not shown any material seasonal trends. We believe that our significant operations in more mild southern climates moderate our seasonality. In addition, our sales to MRO distributors, who tend not to be seasonal purchasers, mitigate the overall effects of seasonality on our business. Sales in the months of November and December traditionally have been lower than in other months because of a reduced number of working days for shipments of our products and holiday closures for some of our customers. We cannot assure you that period-to-period fluctuations will not occur in the future. Results of any one or more quarters are, therefore, not necessarily indicative of annual results.

Capital Expenditures

        We currently do not expect to have any significant capital expenditures or upgrades in the near future. Our maintenance capital expenditures have averaged approximately $1.3 million over the past five years, and management expects annual capital expenditures to remain consistent with prior year amounts in 2006 and 2007.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

        In the normal course of operations, we are exposed to market risks arising from adverse changes in interest rates and foreign exchange rates. Market risk is defined for these purposes as the potential change in the fair value of financial assets or liabilities resulting from an adverse movement in interest rates or foreign exchange rates.

        Interest Rate Risk.    As of December 31, 2005, we have no borrowings under our revolving credit facility, which bears interest at several alternative variable rates as stipulated in the revolving credit facility.

        Foreign Currency Risk.    Substantially all of our net sales and expenses are denominated in U.S. dollars. From time to time, we seek to mitigate our exposure to exchange rate movements on transactions denominated in foreign currencies by entering into foreign currency forward exchange contracts. As of December 31, 2005, we had 13 contracts related to purchases of inventory, that mature in varying increments through August 2006, to purchase an aggregate notional amount of $20.8 million of foreign currency. We also had 3 contracts related to the sale of inventory that mature in varying increments through August 2006, to receive an aggregate notional amount of $2.1 million of foreign currency. We do not monitor our foreign currency forward exchange contracts for hedge effectiveness. For the combined twelve months ended December 31, 2005, we recognized $(0.4 million) in realized losses on foreign currency forward exchange contracts reflected in other income (expense) on the statement of operations.

42

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Edgen Corporation—Audited Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm	44
Consolidated Balance Sheets at December 31, 2005 and 2004	45
Consolidated Statements of Operations for the period February 1, 2005 to December 31, 2005, the period January 1, 2005 to January 31, 2005, and the years ended December 31, 2004 and 2003	46
Consolidated Statements of Shareholder's Equity (Deficit) for the period February 1, 2005 to December 31, 2005, the period January 1, 2005 to January 31, 2005, and the years ended December 31, 2004 and 2003	47
Consolidated Statements of Cash Flows for the period February 1, 2005 to December 31, 2005, the period January 1, 2005 to January 31, 2005, and the years ended December 31, 2004 and 2003	48
Notes to Consolidated Financial Statements	50

43

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of
Edgen Corporation
Baton Rouge, Louisiana

        We have audited the accompanying consolidated balance sheets of Edgen Corporation and subsidiaries as of December 31, 2005 and 2004 and the related consolidated statements of operations, shareholder's equity (deficit), and cash flows for the period February 1, 2005 to December 31, 2005, the period January 1, 2005 to January 31, 2005 and each of the two years in the period ended December 31, 2004 and 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Edgen Corporation and subsidiaries at December 31, 2005 and 2004, and the results of its operations and its cash flows for the period February 1, 2005 to December 31, 2005, the period January 1, 2005 to January 31, 2005 and each of the two years in the periods ended December 31, 2004 and 2003 in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

New Orleans, Louisiana
March 30, 2006

44

EDGEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2005 and 2004

			Successor 2005		Predecessor 2004
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	18,013,533	$	134,299
	Accounts receivable—net of allowance for doubtful accounts of $128,573 and $658,675			41,862,061		31,750,990
	Accounts receivable—affiliated			19,483		—
	Inventory			81,003,469		57,960,261
	Income tax receivable			21,551		2,601,312
	Prepaid expenses and other current assets			1,112,337		934,647
	Deferred tax asset			1,670,166		1,471,557
		Total current assets		143,702,600		94,853,066
PROPERTY, PLANT AND EQUIPMENT — net				11,258,703		10,422,777
GOODWILL				37,126,769		6,459,345
OTHER INTANGIBLES				23,424,188		58,748
OTHER ASSETS				177,581		114,627
DEFERRED TAX ASSET				—		6,918,313
DEFERRED FINANCING COSTS				8,345,417		35,272
TOTAL			$	224,035,258	$	118,862,148
LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDER'S EQUITY (DEFICIT)
CURRENT LIABILITIES:
	Managed cash overdrafts		$	488,748	$	1,361,404
	Accounts payable			41,213,411		19,017,837
	Accounts payable—affiliated			218,094		—
	Accrued expenses and other current liabilities			9,382,103		5,440,586
	Accrued interest payable			5,600,278		935,011
	Current portion of long-term debt			160,984		7,229,553
		Total current liabilities		57,063,618		33,984,391
DEFERRED TAX LIABILITY				2,775,879		—
LONG-TERM DEBT				134,807,164		40,653,230
Total liabilities				194,646,661		74,637,621
Redeemable preferred stock—Series A Cumulative Compounding, $.01 par value, 40,000 shares authorized and designated, 21,600 shares issued and outstanding as of December 31, 2005				23,303,400		—
Mandatorily redeemable preferred stock, $.01 par value, 372,644 shares authorized and designated; 367,644 shares plus accrued dividends issued and outstanding, Series A				—		51,978,809
Mandatorily redeemable preferred stock, $.01 par value, 10,000 shares authorized, issued, and outstanding, Series B				—		4,000,000
		Total redeemable preferred stock		23,303,400		55,978,809
COMMITMENTS AND CONTINGENCIES				—		—
SHAREHOLDER'S EQUITY (DEFICIT):
Common stock—Class A, $.01 par value, 5,000,000 and 6,000,000 shares authorized; 2,681,564 and 4,307,880 shares issued and outstanding as of December 31, 2005 and 2004, respectively				26,816		43,079
Common stock—Class B, $.01 par value, 505,512 shares authorized, issued, and outstanding at December 31, 2004				—		5,055
Paid-in capital				2,654,749		22,578,191
Accumulated comprehensive income				77,971		—
Retained earnings (deficit)				3,325,661		(31,742,997	)
Less treasury stock 570,300 shares — at cost at December 31, 2004				—		(2,637,610	)
		Total shareholder's equity (deficit)		6,085,197		(11,754,282	)
TOTAL			$	224,035,258	$	118,862,148

See accompanying notes to consolidated financial statements.

45

EDGEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

Period February 1, 2005 to December 31, 2005, Period January 1, 2005 to January 31, 2005,
Year Ended December 31, 2004 and Year Ended December 31, 2003

			Successor			Predecessor
			Period February 1, 2005 to December 31, 2005			Period January 1, 2005 to January 31, 2005			2004			2003
SALES			$	262,745,937		$	18,944,787		$	207,820,561		$	147,025,113
COST OF SALES				209,462,849			14,153,065			155,357,167			121,145,944
	Gross profit			53,283,088			4,791,722			52,463,394			25,879,169
OPERATING EXPENSES:
	Yard and shop expense			4,533,611			389,928			4,592,408			4,013,223
	Selling, general, and administrative expense			23,763,703			13,974,331			27,416,048			25,581,987
	Depreciation and amortization expense			5,466,123			200,644			2,399,569			2,000,512
		Total operating expenses		33,763,437			14,564,903			34,408,025			31,595,722
INCOME (LOSS) FROM OPERATIONS				19,519,651			(9,773,181	)		18,055,369			(5,716,553	)
OTHER INCOME (EXPENSE):
Other income (expense)				(307,644	)		(49,886	)		105,752			173,397
Interest expense				(11,334,155	)		(333,288	)		(5,162,981	)		(3,122,067	)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE				7,877,852			(10,156,355	)		12,998,140			(8,665,223	)
INCOME TAX EXPENSE (BENEFIT)				2,848,791			(1,916,508	)		(3,210,865	)		(4,194,627	)
INCOME (LOSS) FROM CONTINUING OPERATIONS				5,029,061			(8,239,847	)		16,209,005			(4,470,596	)
DISCONTINUED OPERATIONS:
	Loss from discontinued operations before income taxes			—			—			—			(347,866	)
	Income tax benefit			—			—			—			159,124
NET INCOME (LOSS)				5,029,061			(8,239,847	)		16,209,005			(4,659,338	)
PREFERRED DIVIDEND REQUIREMENT				(1,703,400	)		(189,949	)		(2,205,864	)		(2,211,864	)
NET INCOME (LOSS) APPLICABLE TO COMMON SHAREHOLDERS			$	3,325,661		$	(8,429,796	)	$	14,003,141		$	(6,871,202	)

See accompanying notes to consolidated financial statements.

46

EDGEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY (DEFICIT)

Period February 1, 2005 to December 31, 2005, Period January 1, 2005 to January 31, 2005,
Year Ended December 31, 2004 and Year Ended December 31, 2003

		Class A Common Stock		Class B Common Stock		Paid-In Capital		Unearned Stock-based Compensation			Notes Receivable from Shareholders			Accumulated Other Comprehensive Income		Retained Earnings (Deficit)			Treasury Stock			Total
PREDECESSOR
BALANCE—January 1, 2003		$	43,079	$	5,055	$	22,578,191	$	—		$	(2,117,735	)	$	—	$	(38,874,936	)	$	(156,300	)	$	(18,522,646	)
Payment of Shareholder Notes			—		—		—		—			1,028,653			—		—			—			1,028,653
Net income			—		—		—		—			—			—		(4,659,338	)		—			(4,659,338	)
Repurchase of Class A Common Stock			—		—		—		—			—			—		—			(1,167,749	)		(1,167,749	)
Preferred dividend requirement			—		—		—		—			—			—		(2,211,864	)		—			(2,211,864	)
BALANCE—December 31, 2004			43,079		5,055		22,578,191		—			(1,089,082	)		—		(45,746,138	)		(1,324,049	)		(25,532,944	)
Payment of Shareholder Notes			—		—		—		—			1,089,082			—		—			—			1,089,082
Net income			—		—		—		—			—			—		16,209,005			—			16,209,005
Repurchase of Class A Common Stock			—		—		—		—			—			—		—			(1,313,561	)		(1,313,561	)
Preferred dividend requirement			—		—		—		—			—			—		(2,205,864	)		—			(2,205,864	)
Balance—December 31, 2004			43,079		5,055		22,578,191		—			—			—		(31,742,997	)		(2,637,610	)		(11,754,282	)
Preferred dividend requirement			—		—		—		—			—			—		(189,949	)		—			(189,949	)
Net loss			—		—		—		—			—			—		(8,239,847	)		—			(8,239,847	)
Balance—January 31, 2005		$	43,079	$	5,055	$	22,578,191	$	—		$	—		$	—	$	(40,172,793	)	$	(2,637,610	)	$	(20,184,078	)
SUCCESSOR
Balance—February 1, 2005		$	—	$	—	$	—	$	—		$	—		$	—	$	—		$	—		$	—
Net income			—		—		—		—			—			—		5,029,061			—			5,029,061
Other comprehensive income:
	Foreign translation adjustments, net of tax of $19,494		—		—		—		—			—			77,971		—			—			77,971
Comprehensive income			—		—		—		—			—			—		—			—			5,107,032
Issuance of Class A common stock			24,000		—		2,376,000		—			—			—		—			—			2,400,000
Issuance of stock based compensation			2,816		—		278,749		(281,565	)		—			—		—			—			—
Amortization of stock-based compensation			—		—		—		281,565			—			—		—			—			281,565
Preferred dividend requirement			—		—		—		—			—			—		(1,703,400	)		—			(1,703,400	)
Balance—December 31, 2005		$	26,816	$	—	$	2,654,749	$	—		$	—		$	77,971	$	3,325,661		$	—		$	6,085,197

See accompanying notes to consolidated financial statements

47

EDGEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Period February 1, 2005 to December 31, 2005, Period January 1, 2005 to January 31, 2005,
Year Ended December 31, 2004 and Year Ended December 31, 2003

				Successor			Predecessor
				Period February 1, 2005 to December 31, 2005			Period January 1, 2005 to January 31, 2005			2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) from continuing operations				$	5,029,061		$	(8,239,847	)	$	16,209,005		$	(4,470,596	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Depreciation and amortization				5,466,123			200,644			2,399,569			2,000,512
	Amortization of deferred financing costs				1,131,496			35,272			1,519,002			160,226
	Accretion of discount on long-term debt				8,914			—			—			—
	Stock-based compensation expense				281,565			—			—			—
	Provision for doubtful accounts				192,299			26,700			352,701			868,787
	Inventory purchase price allocation adjustment				1,687,557			—			—			—
	Deferred income tax benefit				(895,278	)		—			(4,374,297	)		(1,561,885	)
	Gain on redemption of Preferred and Common Stock				—			—			—			(81,973	)
	Gain on foreign currency transactions				130,914			—			—			—
	Gain (loss) on sale of property, plant and equipment				104,150			—			(333	)		(32,675	)
	Changes in assets and liabilities:
		(Increase) decrease in accounts receivable			(5,898,360	)		1,990,700			(10,926,726	)		7,864,754
		(Increase) decrease in inventories			(11,248,142	)		(3,183,716	)		(4,486,412	)		10,210,604
		Decrease (increase) in prepaid expenses and other current assets			2,733,628			(2,951,174	)		951,480			(16,405	)
		Increase (decrease) increase in accounts payable			5,576,961			6,317,806			(97,290	)		11,543,201
		(Decrease) increase in accrued liabilities and other expenses			(351,259	)		11,695,123			4,216,373			(1,965,637	)
		Increase (decrease) in income tax payable			897,987			775,482			—			(1,631,080	)
		Decrease (increase) in income tax receivable			4,659,435			(2,418,165	)		185,502			—
		Decrease (increase) in other			20,418			—			(100,000	)		(44,189	)
			Net cash provided by operating activities from continuing operations		9,527,469			4,248,825			5,848,574			22,843,644
			Net cash provided by operating activities from discontinued operations		—			—			—			1,894,655
			Net cash provided by operating activities		9,527,469			4,248,825			5,848,574			24,738,299
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Edgen Corporation—net of cash acquired					(121,836,030	)		—			—			—
Purchase of Western Flow Products, Inc.—net of cash acquired					(1,746,201	)		—			—			—
Purchase of Murray International Metals, Inc.—net of cash acquired					(11,049,097	)		—			—			—
Purchase of SISCO—net of cash acquired					—			—			—			(500,000	)
Purchase of ProMetals, Inc.—net of cash acquired					—			—			—			(400,000	)
Purchase of property, plant and equipment					(1,315,012	)		(4,079	)		(1,111,757	)		(2,498,838	)
Proceeds from the sale of capital assets					3,422			3,000			75,800			—
	Net cash used in investing activities from continuing operations				(135,942,918	)		(1,079	)		(1,035,957	)		(3,398,838	)
	Net cash provided by investing activities from discontinued operations				—			—			—			283,772
Net cash used in investing activities					(135,942,918	)		(1,079	)		(1,035,957	)		(3,115,066	)

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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt, net of discount			134,605,000			—			1,500,000			6,065,705
Proceeds from issuance of common stock			2,400,000			—			—			—
Proceeds from issuance of preferred stock			21,600,000			—			—			—
Proceeds from debt issuance—net of payments under revolving credit agreement			—			116,438			1,635,175			(19,722,267	)
Deferred financing costs			(9,476,913	)		—			(1,431,623	)		—
Principal payments on notes payable and long-term debt			(5,179,749	)		(232,072	)		(6,225,056	)		(577,072	)
Purchase of common stock for treasury			—			—			(1,313,561	)		(1,167,749	)
Proceeds from repayment of shareholder notes			—			—			1,089,083			1,028,653
Redemption of preferred stock			—			—			(145,141	)		(464,627	)
Increase (decrease) in managed cash overdraft			480,644			(1,361,404	)		(2,911,801	)		(3,661,270	)
	Net cash provided by (used in) financing activities from continuing operations		144,428,982			(1,477,038	)		(7,802,924	)		(18,498,627	)
	Net cash provided by financing activities from discontinued operations		—			—			—			—
	Net cash provided by (used in) financing activities		144,428,982			(1,477,038	)		(7,802,924	)		(18,498,627	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			18,013,533			2,770,708			(2,990,307	)		3,124,606
CASH AND CASH EQUIVALENTS (Beginning of year)			—			134,299			3,124,606			—
CASH AND CASH EQUIVALENTS (End of year)		$	18,013,533		$	2,905,007		$	134,299		$	3,124,606
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest		$	5,709,887		$	280,629		$	2,553,693		$	3,090,045
Income taxes		$	211,929			—		$	1,327,110		$	338,082
NON-CASH INVESTING AND FINANCING ACTIVITES:
Equipment acquired through capital leases		$	87,538			—			—			—
Issuance of note payable in connection with acquisition of Western Flow Products, Inc.			246,407			—			—			—
Issuance of restricted stock			281,565			—			—			—
Dividends on preferred stock			1,703,400			189,949			2,205,864			2,211,864

See accompanying notes to consolidated financial statements.

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EDGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2005, 2004 and 2003

1.     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business—Edgen Corporation ("Edgen" or the "Company"), a Nevada corporation, was formed on November 30, 2000. Through its wholly owned subsidiaries, Edgen Alloy Products Group, L.L.C. ("Edgen Alloy"), Edgen Carbon Products Group, L.L.C. ("Edgen Carbon"), and Edgen Canada Inc. ("Edgen Canada"), Edgen distributes and sells prime carbon steel pipe, alloy grade pipe, fittings and flanges, high grade structural tubes, sections and plates, and provides services for the applications of such pipe and steel products. The Company has no assets or operations independent of its wholly owned subsidiaries. During 2005, the Company acquired Western Flow Products, Inc. in July 2005 and Murray International Metals, Inc. in December 2005 (see note 2).

        On February 1, 2005, Edgen Acquisition Corporation, a corporation newly formed by Jefferies Capital Partners ("JCP") and certain members of Edgen management, purchased all of the outstanding capital stock of Edgen from its existing stockholders for an aggregate purchase price of approximately $124.0 million, which included the assumption or repayment of indebtedness of Edgen but excluded the payment of fees and expenses. The acquisition was funded with proceeds to Edgen Acquisition Corporation from the issuance and sale of $105.0 million aggregate principal amount of 9⁷/8% Senior Secured Notes ("Notes") due 2011 and from an equity investment from funds managed by JCP and certain members of Edgen management. Concurrently with the purchase, Edgen entered into a new $20 million senior secured revolving credit facility.

        Simultaneously with the acquisition and the related financing transactions, Edgen Acquisition Corporation was merged with and into Edgen Corporation, which survived the merger and became liable for all obligations under the Notes and borrowings under the new revolving credit facility. We refer to the acquisition of Edgen Corporation, the offering and issuance of the old notes, the equity investment, the related financing transactions and the merger collectively as the "Buy-out Transaction." Edgen Corporation following the merger is referred to as the "Successor." Edgen Corporation prior to the merger is referred to as the "Predecessor."

        On December 16, 2005, our stockholders organized a new holding company, Edgen/Murray L.P., to hold all of the outstanding equity interests of Edgen and a newly created company, Pipe Acquisition Limited ("PAL") which acquired Murray International Metals Ltd. ("MIM UK") on December 16, 2005. In a separate but related transaction, Edgen acquired Murray International Metals, Inc. ("MIM US"), the U.S. subsidiary of MIM UK. Edgen/Murray L.P. is a Delaware limited partnership and is controlled by funds managed by JCP. Additionally, certain members of Edgen's management are officers of Edgen/Murray, L.P. In connection with the MIM UK acquisition, Edgen/Murray, L.P. also issued additional partnership interests to the funds managed by JCP, to certain members of management of our company and MIM UK and the sellers of MIM UK.

Basis of Presentation—The consolidated financial statements and notes are presented in accordance with accounting principles generally accepted in the United States of America ("generally accepted accounting principles" or "GAAP"). The consolidated financial statements include the accounts of Edgen and its wholly owned subsidiaries. All intercompany transactions are eliminated in consolidation.

        Our foreign subsidiary, Edgen Canada, maintains its accounting records in its local currency, the Canadian dollar ("CAD"). All of the assets and liabilities of this subsidiary (including long-term assets, such as goodwill) are converted to U.S. dollars with the effect of the foreign currency translation reflected in accumulated other comprehensive income, a component of shareholder's equity (deficit), in accordance with the Financial Accounting Standards Board's ("FASB") Statement of Financial

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Accounting Standards ("SFAS") No. 52, "Foreign Currency Translation," and SFAS No. 130, "Reporting Comprehensive Income." Foreign transaction gains or losses are charged to income in the period the transactions are settled.

        In accordance with GAAP, we have separated our historical financial results for the Predecessor and the Successor. The separate presentation is required under GAAP in situations when there is a change in accounting basis, which occurred when purchase accounting was applied to the acquisition of the Predecessor. Purchase accounting requires that the historical carrying value of assets acquired and liabilities assumed be adjusted to fair value, which may yield results that are not comparable on a period-to-period basis due to the different, and sometimes higher, cost basis associated with the allocation of the purchase price. In addition, at the time of the acquisition of the Predecessor, we experienced changes in our business as a result of the other transactions that were consummated in connection with the acquisition of the Predecessor. There were no material changes to the operations or customer relationships of the business as a result of the acquisition of the Predecessor.

Use of Estimates—The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash Equivalents—The Company considers all highly-liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents.

Inventory—Inventory consists primarily of prime carbon steel pipe and plate, alloy grade pipe, fittings and flanges and structural sections and plates. Inventory is stated at the lower of cost or market. Cost is determined by the average cost method.

Property, Plant and Equipment—Property, plant and equipment are recorded at cost. Depreciation of property, plant and equipment is provided for financial reporting purposes on the straight-line method over the estimated useful lives of the individual assets, which range from 2 to 39 years. For income tax purposes, accelerated methods of depreciation are used. Ordinary maintenance and repairs which do not extend the physical or economic lives of the plant or equipment, are charged to expense as incurred.

Goodwill and Other Intangible Assets—Goodwill represents the excess of the amount we paid to acquire a company over the estimated fair value of tangible assets and identifiable assets acquired, less liabilities assumed. Other identifiable intangible assets include customer relationships, tradenames, non-competition agreements and trademarks. Other identifiable intangibles with finite useful lives are amortized to expense over the estimated useful life of the asset. Customer relationships and non-competition agreements are amortized on a straight-line basis over their estimated useful life, 7 years for customer relationships and 1 to 5 years for non-competition agreements. Identifiable intangible assets with an indefinite useful life, including goodwill, tradenames and trademarks, are evaluated annually in the first quarter or more frequently if circumstances dictate, for impairment by comparison with their carrying amounts with the fair value of the individual assets. No goodwill impairment was identified in 2005, 2004 and 2003.

Impairment of Long-lived Assets—We assess the impairment of long-lived assets, including property, plant and equipment and customer relationships, when events or changes in circumstances indicate that the carrying value of the assets or the asset group may not be recoverable. The asset impairment review

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assesses the fair value of the assets based on the future cash flows the assets are expected to generate. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from the disposition of the asset (if any) are less than the related asset's carrying amount. Impairment losses are measured as the amount by which the carrying amounts of the assets exceed their fair values.

Deferred Financing Costs—Deferred financing costs are charged to operations as additional interest expense over the life of the underlying indebtedness using the interest method. Deferred financing costs charged to operations as interest during the period February 1, 2005 to December 31, 2005, the period January 1, 2005 to January 31, 2005, and the years ended December 31, 2004 and 2003 were $1,131,491, $35,272, $1,519,002, and $160,226, respectively.

Income Taxes—Income taxes are provided using the liability method in accordance with SFAS No. 109, Accounting for Income Taxes. Under this method, deferred income taxes are recorded based upon differences between the financial reporting and income tax basis of assets and liabilities and are measured using the enacted income tax rates and laws that will be in effect when the differences are expected to reverse.

Revenue Recognition—Revenue is recognized on products sales when products are shipped and the customer takes title and assumes risk of loss. Shipping and handling costs incurred are included as a component of cost of goods sold.

Stock-Based Compensation—The Company accounts for its stock-based employee compensation plan which allows for the granting of stock options and restricted stock using the intrinsic value-based method of accounting, as permitted, and discloses, if material, pro forma information as if accounted for using the fair value-based method as prescribed by accounting principles. Because the exercise price of the Company's employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized on options granted.

        If compensation cost for the Company's cost based compensation plan had been determined on the fair value method at the grant dates for awards, there would have been no material impact on the Company's reported net income or earnings per share. The fair value of options was estimated using a Black-Scholes option pricing model. Because employee stock options have differing characteristics and changes in the subjective input assumptions can materially affect the fair value estimate, the Black- Scholes valuation model does not necessarily provide a reliable measure of the fair value of employee options.

        The FASB has issued FASB Statement No. 123(R), Share-Based Payment (the "Statement"), that addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise's equity instruments or that may be settled by the issuance of such equity instruments. The Statement eliminates the ability to account for share-based compensation transactions using the intrinsic value-based method of accounting, and generally requires instead that such transactions be accounted for using a fair-value based method. The Statement permits use of option pricing models other than the Black-Scholes option pricing model. There was no impact on the Company's consolidated financial statements as a result of the adoption of this Statement.

Derivative Financial Instruments—The Company enters into foreign currency forward exchange contracts to minimize our foreign exchange risks associated with certain inventory purchase transactions that are denominated in a foreign currency (primarily the Euro). We do not monitor these foreign

52

currency forward exchange contracts for hedge effectiveness. Gains and losses associated with these contracts are accounted for as other income (loss) on the statement of operations.

Fair Values of Financial Instruments—The carrying value of cash and cash equivalents, receivables, accounts payable and accrued liabilities approximate their fair value due to the short maturity of those instruments. The fair value of long-term debt was approximately $132.0 million based on recent trades by investors.

Other Comprehensive Income—Comprehensive income includes all changes in equity during the period presented that result from transactions and other economic events other than transactions with shareholders.

Recent Accounting Pronouncements—From time to time, new accounting pronouncements are issued by the FASB which are adopted by the Company as of the specified effective date. Unless otherwise discussed, management believes the impact of recently issued standards which are not yet effective will not have a material impact on the company's consolidated financial statements upon adoption.

Reclassifications—Certain reclassifications have been made to prior year amounts to conform to current period presentation. All reclassifications have been applied consistently for the periods presented.

2.     ACQUISITIONS

Edgen Corporation

        As described in note 1, on February 1, 2005, Edgen Acquisition Corporation purchased all of the outstanding capital stock of Edgen from its existing stockholders for an aggregate purchase price of approximately $124.0 million, which included the assumption or repayment of indebtedness of Edgen but excluded the payment of certain fees and expenses. The acquisition was funded with (i) proceeds to Edgen Acquisition Corporation from the issuance and sale of $105.0 million aggregate principal amount of Notes, (ii) from an equity investment from funds managed by JCP and certain members of Edgen management and (iii) a payable to the sellers of approximately $2,975,164 based upon receipt of certain income tax refunds for the remainder of the purchase price.

        The estimated fair value of the assets acquired and liabilities assumed relating to the acquisition is summarized below:

Accounts receivable	$	29,733,590
Inventory		63,097,410
Other current assets		17,982,343
Property, plant and equipment		12,110,055
Goodwill		22,047,680
Customer relationships, tradenames and other intangibles assets		26,624,916
Accounts payable		(25,335,643	)
Accrued expenses and other current liabilities		(12,959,496	)
Deferred tax liability		(11,441,997	)
Long-term debt		(22,828	)
Purchase price (net of cash received of $3,582,737)	$	121,836,030

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Western Flow Products, Inc.

        On July 15, 2005, our subsidiary, Edgen Canada, Inc., acquired the common stock of Western Flow Products, Inc. ("Western Flow") for a purchase price of approximately $1,971,000 (2,400,000 CAD) consisting of a cash payment of approximately $1,725,000 (2,100,000 CAD) and the issuance of a note payable to the sellers for approximately $246,000 (300,000 CAD). Under the purchase agreement, an additional 500,000 CAD of purchase price is contingent upon the achievement of a specified earnings threshold subsequent to the acquisition. As of January 31, 2006, the earnings threshold was met and the amount became payable to the sellers. Western Flow is located in Edmonton, Alberta and is a specialty alloy pipe and components distributor primarily to the oil and gas, processing and power generation industries. The operations of this acquisition will be merged into the Company's subsidiary, Edgen Canada and are included in our operating results from the date of the acquisition.

        The estimated fair value of the assets acquired and liabilities assumed relating to the acquisition is summarized below:

Accounts receivable	$	1,214,760
Inventory		877,727
Other current assets		6,065
Property, plant and equipment		31,647
Goodwill		686,438
Accounts payable		(680,759	)
Note payable to sellers		(258,642	)
Accrued expenses and other current liabilities		(131,035	)
Purchase price (net of cash received of $83)	$	1,746,201

Murray International Metals, Inc.

        On November 29, 2005, our subsidiary, Edgen Carbon Products Group, L.L.C., entered into a purchase agreement with MIM UK to acquire all of the equity interests of MIM UK's U.S. subsidiary, MIM US, for an aggregate purchase price, including assumption of debt, of approximately $20,600,000. The assumption of debt included a 2,900,000 GBP (approximately 5,000,000 USD) note payable to MIM UK which was funded and paid by Edgen upon closing. In a separate transaction, PAL entered into a purchase agreement with Murray International Holdings Limited and the shareholders of MIM UK and acquired all of the equity interests of MIM UK.

        MIM US is a leading supplier of high yield and special grade structural steel to oil and gas projects being engineered and managed by leading operators, engineering houses and offshore fabricators in the oil and gas industry primarily in North and South America. MIM US offers a complete range of high yield steel plate, sections, and tubulars. MIM US is based in Houston, Texas, and is presently a wholly owned subsidiary of Edgen Carbon Products Group, L.L.C.

        As of December 31, 2005, the purchase price allocation is preliminary as we have not completed our review and valuation procedures of the assets acquired and the liabilities assumed on December 16,

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2005 including identified other intangible assets, if any. The preliminary purchase price allocation as of December 31, 2005 includes the following:

Accounts receivable	$	5,180,054
Inventory		7,413,860
Other current assets		1,319
Property, plant and equipment		77,469
Goodwill		14,363,647
Other assets		33,318
Deferred tax asset		171,620
Accounts payable		(9,689,915	)
Accrued expenses and other current liabilities		(1,327,375	)
Current portion of long-term debt		(16,806	)
Deferred tax liability		(11,464	)
Note payable due to Murray International Holdings Ltd.		(5,146,630	)
Purchase price (net of cash received of $10,847,763)	$	11,049,097

        The following table reflects the pro forma revenue and net income for the periods presented as though these acquisitions and related transactions had taken place at the beginning of each period:

	(Unaudited)
	Successor		Predecessor
	Period February 1, 2005 to December 31, 2005		Period January 1, 2005 to January 31, 2005			2004
Revenue	$	293,601,000	$	24,403,000		$	240,047,000
Net income (loss)		5,510,000		(8,162,000	)		12,925,000

3.     PROPERTY, PLANT AND EQUIPMENT

        Property, plant and equipment at December 31, 2005 and 2004 consisted of the following:

	Successor 2005			Predecessor 2004
Land and land improvements	$	8,462,322		$	5,903,748
Building		1,024,413			908,148
Equipment and computers		15,083,453			16,250,332
Leasehold improvements		798,974			2,255,968
		25,369,162			25,318,196
Less accumulated depreciation		(14,110,459	)		(14,895,419	)
Property, plant and equipment—net	$	11,258,703		$	10,422,777

        Substantially all of the Company's property, plant and equipment serves as collateral for the Company's credit arrangements and long-term debt (see note 6). Depreciation expense for the period

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February 1, 2005 to December 31, 2005, the period January 1, 2005 to January 31, 2005 and the years ended December 31, 2004 and 2003 was $2,265,398, $189,812, $2,281,652 and $1,896,045, respectively.

4.     INTANGIBLE ASSETS

        Intangible assets consist of the following:

	Successor 2005		Predecessor 2004
Customer relationships	$	21,014,440	$	—
Tradenames		2,396,000		—
Non-compete agreements		—	$	45,000
Trademarks		13,748		13,748
	$	23,424,188	$	58,748

        In connection with the Buy-out Transaction on February 1, 2005, customer relationships and tradename intangible assets were identified and recorded in the purchase price allocation (see note 2).

        Amortization expense was $3,200,725, $10,832, $117,917, and $154,167, for the period February 1, 2005 to December 31, 2005, the period January 1, 2005 to January 31, 2005, the years ended December 31, 2004 and 2003, respectively. Accumulated amortization of intangible assets at December 31, 2005 and 2004 was $3,416,560 and $205,000, respectively.

        The following table presents scheduled amortization expense for the next five years:

2006	$	3,454,429
2007		3,454,429
2008		3,454,429
2009		3,454,429
2010		3,454,429

5.     GOODWILL

        Under SFAS No. 142, an impairment test is required to be performed upon adoption and at least annually thereafter. The impairment test is the result of adopting a fair value approach to testing goodwill as compared to the previous method utilized in which evaluations of goodwill impairment were made using the estimated future undiscounted cash flows compared to the carrying amount. Material amounts of recorded goodwill attributable to each of the Company's reporting units were tested on January 1, 2005, 2004, and 2003 for impairment by comparing the fair value of each reporting unit with its carrying value. Fair value was determined using discounted cash flows, and guideline company multiples. Significant estimates used in the methodologies include estimates of future cash flows, future short-term and long-term growth rates, weighted average cost of capital and guideline company multiples for each of the reportable units. On an annual basis (absent any impairment indicators), the Company expects to perform its impairment tests during the first quarter.

        Based on the impairment test, the Company recognized no impairment charge in 2005, 2004 and 2003.

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        The following table reflects changes to goodwill by reportable segment and changes to goodwill during the period February 1, 2005 to December 31, 2005, the period January 1, 2005 to January 31, 2005, and the years ended December 31, 2004 and 2003:

		Edgen Alloy		Edgen Carbon		Consolidated
Successor
Balance at February 1, 2005		$	—	$	—	$	—
	Buy-out Transaction		4,319,500		17,728,180		22,047,680
	Acquisition of Western Flow Products, Inc.		686,438		—		686,438
	Acquisition of Murray International Metals, Inc.		—		14,363,647		14,363,647
	Foreign currency translation adjustment		29,004		—		29,004
Balance at December 31, 2005		$	5,034,942	$	32,091,827	$	37,126,769

        In connection with the Buy-out Transaction, the carrying value of goodwill as of February 1, 2005 of $6,459,345 was replaced with goodwill derived in the Buy-out Transaction purchase price allocation (see note 2). There were no other changes in the carrying amount of goodwill from January 1, 2004 to January 31, 2005.

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6.     CREDIT ARRANGEMENTS AND LONG-TERM DEBT

        Credit arrangement and long-term debt consisted of the following at December 31, 2005 and 2004:

		Successor 2005			Predecessor 2004
97/8% Senior Secured Notes due 2011, net of discount of $1,386,086		$	134,613,914		$	—
Revolving credit facility, interest due monthly at a base rate of the lender's stated prime (7.25% at December 31, 2005) or LIBOR plus 200 basis points (6.16% at December 31, 2005), through maturity in February 2010; secured by a lien on the assets of Edgen Alloy and Edgen Carbon			—			—
Revolving credit loans; interest due monthly at a base rate of LIBOR plus 300 basis points (5.4% at December 31, 2004), through maturity in February 2008; secured by a lien on the assets of Edgen Alloy and Edgen Carbon			—		$	39,608,998
Term loan, quarterly principal payments beginning June 30, 2004, including interest at the base rate of LIBOR plus 300 basis points (5.4% at December 31, 2004) through maturity in February 2008; secured by a lien on the assets of Edgen Alloy and Edgen Carbon			—			1,275,000
Demand note; monthly interest payments at LIBOR plus 10 basis points per annum (2.43% at December 31, 2004), commencing October 1, 2002 through maturity to September 2005, payable to Amsouth Bank			—			4,490,000
Convertible term notes; interest due at maturity at 12% per annum, commencing October 25, 2000 through maturity in October 2005			—			2,041,644
Note payable to sellers of Western Flow Products, Inc., interest accrues at 6%, due with semi-annual payments scheduled in July 2006 and 2007			257,290			—
Various capital leases to a corporation; monthly payments range from $356 to $1,388; at an interest rate of 7.5% per annum, commencing July 2005 through maturity in June 2010; secured by equipment			96,944			317,141
Unsecured subordinated promissory note to a corporation; annual payments of $150,000, including interest at 5.0% per annum, commencing March 31, 2004 through maturity in March 31, 2005			—			150,000
Total			134,968,148			47,882,783
	Less current portion		(160,984	)		(7,229,553	)
Long-term debt		$	134,807,164		$	40,653,230

Senior Secured Notes

        On February 1, 2005, the Company issued $105.0 million aggregate principal amount of 9⁷/8% Senior Secured Notes due 2011. The proceeds from the issuance of the Notes were used to retire substantially all of the Company's long-term debt under its existing revolving credit facility and certain other notes and loans on February 1, 2005. Then on December 16, 2005, the Company issued an additional $31.0 million aggregate principal amount of 9⁷/8% Senior Secured Notes due 2011 with the proceeds funding the acquisition of MIM US (see note 2).

        Interest accrues on the Notes at the stated rate semi-annually and is payable in arrears on each February 1 and August 1, beginning on August 1, 2005.

        The Company may redeem some or all of the Notes at any time prior to February 1, 2008 at a make-whole redemption price set forth in the terms of the Notes. On or after February 1, 2008, the

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Company may at its option, redeem some or all of the Notes at the following redemption prices, plus accrued and unpaid interest to the date of redemption:

On or after:
	February 1, 2008	104.938%
	February 1, 2009	102.469%
	February 1, 2010	100.000%

        In addition, at any time prior to February 1, 2007, the Company may redeem up to 35% of the aggregate principal amounts of the Notes issued under the indenture at a price equal to 109.875% of their principal amount, plus accrued and unpaid interest, to the date of redemption with the net cash proceeds of certain equity offerings. The terms of the Notes also contain certain change in control and sale of asset provisions where the holders of the Notes have the right to require the Company to repurchase all or any part of the Notes at an offer price in cash equal to 101% and 100%, respectively, of their principal amount, plus accrued and unpaid interest, to the date of the repurchase.

        The indenture governing the Notes contains various covenants that limit our discretion in the operation of our business. It, among other things: (i) limits our ability and the ability of our subsidiaries to incur additional indebtedness, issue shares of preferred stock, incur liens and enter into certain transactions with affiliates; (ii) places restrictions on our ability to pay dividends or make certain other restricted payments; and (iii) places restrictions on our ability and the ability of our subsidiaries to merge or consolidate with any other person or sell, assign, transfer, convey or otherwise dispose of all or substantially all of our assets. The indenture provides for a restricted payment pool out of which we are permitted to make certain restricted payments, including cash dividends, provided that no event of default has occurred and we would be able to incur additional indebtedness under the applicable restrictive covenant. The restricted payment pool is generally an amount calculated based on 50% of our consolidated net income, as defined in the indenture, and earned during the period beginning on February 1, 2005 and ending on the last day of the most recent fiscal quarter prior to the restricted payment, as adjusted and subject to certain exceptions as provided in the indenture.

        All of the Company's domestic subsidiaries fully and unconditionally guarantee the Notes on a joint and several basis. Neither Edgen/Murray, L.P. nor MIM UK guarantees the Notes. The Notes and the related guarantees are secured by a lien on substantially all of the Company's assets and the assets of our existing and future domestic restricted subsidiaries (other than certain excluded assets such as our and our existing and future subsidiaries' leasehold interests and the capital stock of our existing and future subsidiaries), subject to certain permitted liens and other limitations. Under an intercreditor agreement, the security interest in those assets consisting of inventory, accounts receivable, lockboxes, deposit accounts, securities accounts and financial assets credited thereto, and certain related assets that secure the Notes and the related guarantees, are subordinated to a lien thereon that secures our revolving credit facility. As a result of such lien subordination, the Notes are effectively subordinated to our revolving credit facility to the extent of the value of such assets.

        There are no significant restrictions on the Company's ability and the ability of the subsidiary guarantors to obtain funds from the Company's and the subsidiary guarantors' respective subsidiaries by dividend or loan.

Revolving Credit Facility

        In connection with the Buy-out Transaction, Edgen entered into a new $20 million senior secured revolving credit facility (the "Credit Agreement") with GMAC Commercial Finance LLC ("GMAC CF"), replacing its $55.5 million revolving credit agreement. The Credit Agreement is subject to certain borrowing limitations and matures on February 1, 2010. Under the Credit Agreement, interest accrues on borrowings (at the option of the Company) at either (i) the prime rate of interest announced by

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GMAC CF (7.25% at December 31, 2005), or (ii) a Eurodollar rate based on LIBOR plus 2.00% per annum (6.16% at December 31, 2005). The Company must also pay a monthly facility fee of 0.50% per annum on the unused portion of the maximum revolving amount. There were no borrowings under the Credit Agreement as of December 31, 2005.

        The Credit Agreement is guaranteed by all of our domestic subsidiaries and is secured by a first priority security interest in all of the Company's and its domestic subsidiaries' working capital assets and a second priority security interest in all of the Company's and its domestic subsidiaries' other assets (other than certain excluded assets such as the Company's leasehold interests and the capital stock of its subsidiaries). Pursuant to the terms of the intercreditor agreement described above, the security interest on the collateral consisting of working capital assets that secures the Notes and related guarantees is contractually subordinated to the liens thereon securing the Credit Agreement, and the security interest, if any, on substantially all of the Company's and its domestic subsidiaries' other assets (other than certain excluded assets such as the Company's leasehold interests and the capital stock of its subsidiaries) that secure the Credit Agreement are contractually subordinated to the liens thereon securing the Notes and related guarantees.

        In addition, the Credit Agreement contains various affirmative and negative covenants, including limitations on additional indebtedness, the making of distributions, loans and advances, transactions with affiliates, dispositions or mergers, and the sale of assets.

        Scheduled annual maturities for all outstanding credit arrangements and long-term debt for the years after December 31, 2005 are as follows:

2006		$	160,984
2007			145,538
2008			18,057
2009			19,411
2010			10,244
Thereafter			136,000,000
	Subtotal		136,354,234
Less: Discount on 97/8% Senior Secured Notes due 2011			(1,386,086	)
Total		$	134,968,148

7.     REDEEMABLE AND MANDATORILY REDEEMABLE PREFERRED STOCK

Redeemable Preferred Stock

        On February 1, 2005, the Company issued Series A 8¹/2% Cumulative Compounding Preferred Stock, $0.1 par value ("Series A Preferred Stock"), in connection with the Buy-out Transaction. The holders of Series A Preferred Stock are entitled to receive annual dividends when, as and if, declared. The dividends are cumulative, whether or not earned or declared, and accrue at a rate of 8.5%, compounding annually, and are payable in cash or shares of Series A Preferred Stock, at the discretion of the board of directors. Upon the occurrence of certain events, including a public offering, the sale of substantially all the assets of the Company or a change in control, and the approval of the board of directors, which is controlled by JCP, the Series A Preferred Stock can be redeemed by the Company at a price of $1,000 per share, plus accrued and unpaid dividends. For the period February 1, 2005 to December 31, 2005, the Company accrued dividends of $1,703,400 on the shares of outstanding Series A Preferred Stock. As of December 31, 2005, all of the outstanding shares of the Series A Preferred Stock are held by Edgen/Murray, L.P., which is controlled by JCP.

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        The Notes indenture restricts the payment of dividends to preferred stock holders as well as the redemption of the Series A Preferred Stock, subject to an incurrence test based on a consolidated net income threshold, and subject to certain baskets.

        In connection with the preparation of these consolidated financial statements, management determined that, based on Emerging Issues Task Force Topic No. D-98 "Classification and Measurement of Redeemable Securities," the Series A Preferred Stock should be presented on the balance sheet and statement of shareholder's equity (deficit) outside of shareholder's equity (deficit) because of a redemption feature and the holder of the preferred stock through its ownership of common stock has voting control of the Company. If the Series A Preferred Stock had been presented this way, instead of included within shareholder's equity (deficit), our balance sheet and statement of shareholder's equity (deficit) as of June 30, 2005 and September 30, 2005 included in our previously filed Quarterly Reports on Form 10-Q would have been as follows:

		June 30, 2005						September 30, 2005
		As Reported			Restated			As Reported			Restated
Redeemable preferred stock		$	—		$	21,765,000		$	—		$	22,834,200
SHAREHOLDER'S EQUITY (DEFICIT):
	Preferred stock		765,216			—			1,234,416			—
	Common stock—Class A		26,816			26,816			26,816			26,816
	Unearned stock-based compensation		(269,833	)		(269,833	)		(262,793	)		(262,793	)
	Paid-in capital		24,254,533			2,654,749			24,254,533			2,654,749
	Accumulated comprehensive income		—			—			83,402			83,402
	Retained earnings (deficit)		4,143,069			4,143,069			5,314,141			5,314,141
	Less treasury stock		—			—			—			—
	Total shareholder's equity (deficit)	$	28,819,801		$	7,154,801		$	30,650,515		$	7,816,315

        There was no impact to the statements of operations or statements of cash flows for each of the periods presented above.

Mandatorily Redeemable Preferred Stock

        In connection with the Buy-out Transaction on February 1, 2005, all mandatorily redeemable preferred stock was redeemed. Prior to February 1, 2005, the Holders of the Series A Cumulative Redeemable, $0.01 par value, Preferred Stock are entitled to receive cash dividends at the rate of $6.00 per annum per share. Outstanding shares of Preferred Stock are mandatorily redeemable by the Company upon the occurrence of certain events including a public offering, the sale of substantially all the assets of the company or a change in control, at a price of $100.00 per share, plus accrued and unpaid dividends. The Preferred Stock is also subject to optional redemption at the discretion of the Board of Directors at a price of $100.00 per share, plus accrued and unpaid dividends.

        Holders of the Series B Redeemable, $0.01 par value, Preferred Stock, with respect to rights of liquidation, winding up and dissolution, rank junior to the Series A Cumulative Redeemable Preferred Stock, but senior to all other Edgen equity securities. The holders of the Series B Redeemable Preferred Stock are not entitled to receive cash dividends. The outstanding shares of Series B Redeemable Preferred Stock are mandatorily redeemable similarly to the Series A Preferred Stock except that the redemption price is $400 per share plus a "return" amount up to an additional $400 per share.

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8.     SHAREHOLDER'S EQUITY

Common Stock—The holders of Common Stock are entitled to vote and all outstanding shares are held by Edgen/Murray, L.P. In connection with the Buy-out Transaction, the Class B Common Stock, which was exchangeable at the option of the holder into Class A Common Stock on a one-to-one basis, was cancelled. We now have a single class of common stock, $0.1 par value.

Shareholder Loans—Through December 31, 2003 and pursuant to a Management Stock Purchase Agreement, certain officers, directors and managers of Edgen purchased 556,033 shares of Class A Common Stock and 7,570 shares of Preferred Stock in exchange for cash and promissory notes. All of the outstanding notes were paid in 2004 in conjunction with the buy back of the related outstanding shares by the Company.

Stock Options and Restricted Stock—In December 1998, the stockholders of the Company approved a stock option plan to provide stock options as incentives and rewards for employees of the Company. Under the stock option plan, a maximum of 550,000 shares of the Company's Class A Common Stock could be granted. In connection with the Buy-out Transaction on February 1, 2005, the Company's stock option plan and all outstanding stock options were cancelled and restricted stock was granted under a new incentive compensation plan.

        Prior to cancellation, the terms of the stock options included an exercise price at the fair market value of the shares at the date of grant and the options vested ratably over a five year period. At December 31, 2004 and 2003, 113,283 and 113,283 options were outstanding and unexercised.

        A summary of changes in options is as follows:

	Predecessor December 31,
	2004			2003
	Shares	Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Shares under option—beginning of year	113,283	$	6.53	204,769		$	7.50
Shares granted	—			20,000		$	2.00
Shares forfeited	—			(111,486	)	$	7.50
Shares exercised	—			—
Shares under option—end of period	113,283	$	6.53	113,283		$	6.53
Shares exercisable—end of period	68,627			68,627
Remaining authorized shares under approved plan—end of year	386,717			386,717

        The following table presents information relating to the Company's stock options outstanding at December 31, 2004 (share data in thousands):

		Options Outstanding			Options Exercisable
Range of Exercise Prices	Number Outstanding	Weighted- Average Exercise Price		Weighted- Average Remaining Years	Number Exercisable	Weighted- Average Exercise Price
$2.00—$7.50	113,283	$	6.53	4.95	68,627	$	7.50

        On February 1, 2005, 281,565 shares of restricted stock were granted to certain employees of the Company, including the Chief Executive Officer, the Chief Financial Officer and the two Operating Segment Presidents under a new incentive compensation plan. Vesting of the restricted stock was based on either time or a combination of performance and time. The time-based vesting schedule was generally 20% per year over a five year period subject to the holder's continued employment with the

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Company. Restricted stock grants that used a vesting schedule that combined performance and time generally vested 10% per year over five years subject to continued employment with the Company plus an additional 10% or more per year for each year that the Company achieved certain performance goals as determined by the board of directors. Performance based restricted stock was cumulative so if the performance goals were achieved in any year of the five year period, all restricted stock subject to the performance criteria for that year and prior years would vest. If the performance goals were not achieved within five years of the grant date, the restricted stock subject to the performance goals would be forfeited. Upon a change in control, all restricted stock subject to time based vesting would fully and immediately vest.

        Effective December 15, 2005, the Company's equity incentive plan was cancelled; however, the Company's new parent company, Edgen/Murray, L.P., exchanged all outstanding awards for awards issued under its equity incentive plan with substantially equivalent terms. The Edgen/Murray, L.P. incentive plan authorizes the granting of awards to Edgen employees of up to 550,000 common units of Edgen/Murray, L.P. that are subject to restrictions on transfer until such time as they are vested. Vesting is based on either time or a combination of performance and time. For the period February 1, 2005 to December 31, 2005, the statement of operations includes $281,565 of stock-based compensation expense related to the outstanding restricted stock shares which were exchanged on December 15, 2005.

        Stock-based compensation expense related to the granting of the Edgen/Murray, L.P. restricted common units to Edgen employees will be allocated to Edgen and expensed within its statement of operations. For the period February 1, 2005 to December 31, 2005, the statement of operations reflects $9,608 of stock-based compensation expense related to the new Edgen/Murray L.P., restricted common units issued on December 16, 2005.

9.     INCOME TAXES

        Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for income tax

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purposes. Significant components of the Company's deferred tax assets and liabilities at December 31, 2005 and 2004 are as follows:

			Successor			Predecessor
			December 31,
			2005			2004
DEFERRED TAX ASSETS
Current deferred tax assets:
	Deferred compensation		$	124,701		$	208,066
	Inventory			1,239,316			750,647
	Bad debt allowance			296,000			235,397
	Net operating loss carryforwards			216,005			368,722
	Accrued bonuses and professional fees			58,905			—
	Other			98,674			16,228
		Total current deferred tax assets		2,033,601			1,579,060
Non-current deferred tax assets:
	Goodwill impairment			6,231,553			7,118,731
	Net operating loss carryforwards			207,161			423,167
	Other			147,398			159,892
		Total non-current deferred tax assets		6,586,112			7,701,790
	Total deferred tax assets			8,619,713			9,280,850
DEFERRED TAX LIABILITIES
Current deferred tax liabilities:
	Inventory—Fair Value Purchase Price Adjustment			98,374			—
	Cash discounts earned			69,393			1,329
	Other			195,668			106,174
		Total current deferred tax liabilities		363,435			107,503
Non-current deferred tax liabilities:
	Acquired customer relationships and tradenames			8,661,863			—
	Depreciation			697,433			782,000
	Other			2,695			1,477
		Total non-current deferred tax liabilities		9,361,991			783,477
	Total deferred tax liabilities			9,725,426			890,980
Net deferred tax (liability) asset			$	(1,105,713	)	$	8,389,870

        As of December 31, 2005, deferred tax liabilities include the difference in book and tax basis related to other identifiable intangibles, customer relationships and tradenames, identified in the Buy-out Transaction (see note 2).

        As presented in the consolidated statement of cash flows, the change in deferred income taxes includes, among other items, the change in deferred income taxes related to the deferred income tax provision and the change between the deferred income taxes estimated for 2004 and actual deferred income taxes for 2004. The Company also acquired $171,620 in deferred tax assets and $10,567,724 in deferred tax liabilities in connection with the Buy-out Transaction and the acquisition of MIM US.

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        Income (loss) from continuing operations for each jurisdiction follows for the respective period:

			Predecessor
	Successor
						Year Ended December 31,
	Period February 1, 2005 to December 31, 2005		Period January 1, 2005 to January 31, 2005
						2004		2003
United States	$	7,735,711	$	(10,156,355	)	$	12,998,140	$	(8,665,223	)
Foreign		142,141		—			—		—
	$	7,877,852	$	(10,156,355	)	$	12,998,140	$	(8,665,223	)

        Components of income tax expense (benefit) are as follows:

					Predecessor
		Successor
								Year Ended December 31,
		Period February 1, 2005 to December 31, 2005			Period January 1, 2005 to January 31, 2005
								2004			2003
Current
	Federal	$	3,205,516		$	(1,707,503	)		967,718		$	(2,791,866	)
	State		601,402			(306,641	)		195,714			—
	Foreign		40,031			—			—			—
			3,846,949			(2,014,144	)		1,163,432			(2,791,866	)
Deferred—principally Federal			(998,158	)		97,636			(4,374,297	)		(1,561,885	)
Total		$	2,848,791		$	(1,916,508	)	$	(3,210,865	)	$	(4,353,751	)

        For the period February 1, 2005 to December 31, 2005, we recorded $19,494 of income tax expense related to foreign currency translation included in other comprehensive income which is not reflected in the table above. For the year ended December 31, 2003, income tax expense (benefit) includes an income tax benefit of $(159,124) related to discontinued operations on the statement of operations.

        For the period February 1, 2005 to December 31, 2005 and the year ended December 31, 2004, we made payments related to income taxes totaling $211,929 and $1,327,110, respectively. No tax payments were made for the period January 1, 2005 to January 31, 2005. In 2005, the Company deferred its third and fourth quarter 2005 estimated federal tax payments as allowed by the Katrina Emergency Tax Relief Act of 2005. These estimated 2005 tax payments were paid on February 28, 2006.

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        The total provision for income taxes varied from the U.S. federal statutory rate due to the following:

				Predecessor
	Successor
								Year Ended December 31,
	Period February 1, 2005 to December 31, 2005			Period January 1, 2005 to January 31, 2005
								2004				2003
Federal income tax expense (benefit) at statutory rate	$	2,678,470	34%	$	(3,453,161	)	(34)%	$	4,419,368		34%	$	(3,064,450	)	(35)%
State income taxes net of federal income tax benefit		78,857	1%		53,160		1%		389,944		3%		(270,393	)	(3)%
Decrease in valuation allowance		—	—		—		—		(8,014,009	)	(62)%		(872,771	)	(10)%
Non-deductible Buy-out Transaction expenses		—	—		1,475,178		14%		—		—		—		—
Non-deductible expenses and other		91,464	1%		8,315		—		(6,168	)	—		(146,137	)	(2)%
Total provision for income taxes	$	2,848,791	36%	$	(1,916,508	)	(19)%	$	(3,210,865	)	(25)%	$	(4,353,751	)	(50)%

        As of December 31, 2005, United States taxes were not provided on earnings of our foreign subsidiaries, as we have invested or expect to invest the undistributed earnings indefinitely. If in the future these earnings are repatriated to the United States, or if we determine that the earnings will be remitted in the foreseeable future, additional tax provisions may be required.

        As of December 31, 2002, a valuation allowance was recorded against the deferred tax asset because management believed that the deferred tax assets related to the goodwill impairment would not more than likely be realized in full through future operating results and the reversal of taxable timing differences. Based on operating results for fiscal 2004 and projected operating results for fiscal 2005 and 2006, management believed that a valuation allowance was no longer required and the valuation allowance was reversed as of December 31, 2004. This resulted in an increase in the deferred tax asset as of December 31, 2004 and a corresponding decrease in income tax expense for the year then ended of $7.1 million.

        For state income tax purposes, the Company has net operating loss carryforwards ("NOLs") of approximately $14,100,000 available to reduce future state taxable income. These NOLs expire in varying amounts beginning in 2008 through 2023.

10.   COMMITMENTS AND CONTINGENCIES

        Through its subsidiaries, Edgen leases various properties, warehouses, equipment and office space under operating leases with remaining terms ranging from two to twelve years with various renewal options. Substantially all leases require payment of taxes, insurance and maintenance costs in addition to rental payments. Total rental expense for all operating leases was $1,384,595, $100,252, $1,251,180, and $1,355,500 for the period February 1, 2005 to December 31, 2005, the period January 1, 2005 to January 31, 2005, the year ended December 31, 2004, and the year ended December 31, 2003, respectively.

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        Future minimum payments under noncancelable leases with initial or remaining terms in excess of one year for fiscal years beginning after December 31, 2005 are:

2006	$	1,640,025
2007		1,203,094
2008		971,596
2009		627,190
2010		549,717
Thereafter		892,036
Total	$	5,883,658

        In our business, we may enter into purchase and sales commitments that are denominated in a foreign currency (primarily the Euro). Our practices include entering into foreign currency forward exchange contracts to minimize foreign currency exposure related to forecasted purchases and sales of certain inventories. As of December 31, 2005, we had 13 contracts related to purchases of inventory that mature in varying increments through August 2006, to purchase an aggregate notional amount of $20.8 million of foreign currency, and 3 contracts related to the sale of inventory that mature in varying increments through August 2006, to receive an aggregate notional amount of $2.1 million of foreign currency. We did not have any off-balance sheet arrangements as of December 31, 2004.

        In the ordinary course of business, the Company has entered into employment contracts with certain executives and former owners; these contracts provide for minimum salary levels and incentive bonuses.

        The Company is involved in various claims, lawsuits and proceedings arising in the ordinary course of business. While there are uncertainties inherent in the ultimate outcome of such matters and it is impossible to presently determine the ultimate costs that may be incurred, management believes the resolution of such uncertainties and the incurrence of such costs will not have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows.

11.   CONCENTRATION OF CREDIT RISK

        Financial instruments which would potentially subject Edgen to a significant concentration of credit risk consist primarily of trade accounts receivable. However, concentration of credit risk with respect to the trade accounts receivable is limited due to a large number of entities comprising the customer base. No one customer typically accounts for 5% or more of the trade accounts receivable of the Company. An allowance for losses is maintained based on the expected collectibility of accounts receivable.

12.   SEGMENT AND GEOGRAPHIC AREA INFORMATION

        Edgen markets and distributes specialty steel pipe, pipe components, and structural plates and sections made of highly engineered prime carbon and alloy steel. Edgen distributes its products primarily to companies operating within the oil and gas production and transmission, the process/petrochemical and the power generation industries. Edgen aggregates its operations into two reportable segments: alloy products and carbon products.

        The alloy products segment distributes specialty steel pipe and components for use in environments that are highly corrosive, extremely high or low temperature and/or involve high pressures. These products are sold primarily to the process/petrochemical and power generation industries.

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        The carbon products segment distributes specialty carbon steel pipe, pipe components and high grade structural sections and plates primarily for use in high pressure and/or abrasive environments. The primary industries served are the oil and gas production and transmission, the process and the power generation industries.

        The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Edgen evaluates performance based on profit or losses from operations before income taxes not including nonrecurring gains or losses and discontinued operations.

        The following table presents the financial information for each reportable segment and selected geographic areas:

		Successor			Predecessor			Predecessor
		February 1, 2005 to December 31, 2005			January 1, 2005 to January 31, 2005			December 31, 2004			December 31, 2003
Sales:
	Alloy Products	$	72,380,264		$	4,214,009		$	52,251,466		$	41,011,052
	Carbon Products		190,365,673			14,730,778			155,569,095			106,014,061
		$	262,745,937		$	18,944,787		$	207,820,561		$	147,025,113
Operating Income (Loss):
	Alloy Products	$	9,785,998		$	959,632		$	5,309,092		$	1,435,622
	Carbon Products		17,438,588			1,980,553			21,843,928			1,626,731
	General Corporate		(7,704,935	)		(12,713,366	)		(9,097,651	)		(8,778,906	)
		$	19,519,651		$	(9,773,181	)	$	18,055,369		$	(5,716,553	)
Capital Expenditures:
	Alloy Products	$	669,583		$	—		$	213,040		$	171,666
	Carbon Products		260,441			4,079			456,360			357,151
	General Corporate		384,988			—			442,357			1,970,021
		$	1,315,012		$	4,079		$	1,111,757		$	2,498,838
Depreciation and Amortization:
	Alloy Products	$	1,360,440		$	14,935		$	177,347		$	177,298
	Carbon Products		3,017,197			80,338			959,832			1,028,415
	General Corporate		1,088,487			105,371			1,262,390			794,799
		$	5,466,124		$	200,644		$	2,399,569		$	2,000,512
Sales:
	United States	$	226,393,141		$	16,691,787		$	191,295,561		$	143,062,113
	Foreign		36,352,796			2,253,000			16,525,000			3,963,000
		$	262,745,937		$	18,944,787		$	207,820,561		$	147,025,113

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		Successor			Predecessor		Predecessor
		As of
		December 31, 2005			December 31, 2004		December 31, 2003
Total Assets:
	Alloy Products	$	50,020,283		$	26,324,510	$	30,232,536
	Carbon Products		221,285,996			79,177,069		61,526,201
	General Corporate		(47,271,021	)		13,360,569		13,801,220
		$	224,035,258		$	118,862,148	$	105,559,957
Property, Plant and Equipment:
	Alloy Products	$	1,154,304		$	745,826	$	710,518
	Carbon Products		8,120,812			6,975,430		7,436,066
	General Corporate		1,983,587			2,701,521		3,521,555
		$	11,258,703		$	10,422,777	$	11,668,139
Goodwill and Other Intangibles:
	Alloy Products	$	12,427,680		$	400,000	$	400,000
	Carbon Products		48,109,529			6,104,345		6,122,260
	General Corporate		13,748			13,748		13,748
		$	60,550,957		$	6,518,093	$	6,536,008

13.   EMPLOYEE BENEFIT PLAN

        The Company maintains a 401(k) plan for all employees who have met the eligibility requirements to participate. Under the plan, employees may contribute up to 15% of compensation, subject to an annual maximum as determined under the Internal Revenue Code. The Company matches 50% of up to 6% of the employees' contributions. The plan provides that employees' contributions will be 100% vested at all times and that the Company's contributions vest over a five year period. Effective December 16, 2005, the Company began sponsoring a 401(k) profit-sharing plan for its subsidiary, MIM US, which covers eligible employees at least 21 years of age who have completed at least three months of service. The plan allows for employee contributions through salary deductions up to 19% of total compensation, subject to the statutory limits. Employer matching contributions can be made at the discretion of the Company. The Company contributed $251,629, $16,694, $250,937 and $272,440 to these plans for the period February 1, 2005 to December 31, 2005, the period January 1, 2005 to January 31, 2005, and the years ended December 31, 2004 and 2003, respectively.

14.   EFFECTS OF HURRICANES KATRINA AND RITA

        In August 2005 and September 2005, Hurricanes Katrina and Rita struck the gulf coast of Louisiana, Mississippi, Alabama and Texas and caused extensive and catastrophic physical damage to those market areas. As a result of Hurricanes Katrina and Rita, our Louisiana and Texas locations sustained minor physical damage and were closed for a minimal number of days to secure our employees. Additionally, our sales order backlog and shipments experienced a temporary decline immediately following the hurricanes; however, we believe our sales orders have returned to a more normal level as of December 31, 2005. In the future, we cannot predict whether, for how long, or to what extent these hurricanes will affect our operations or the operations of our customers and suppliers in those market areas affected by the storms.

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15.   RELATED PARTY TRANSACTIONS

        In connection with the Buy-out Transaction and pursuant to a transaction fee agreement with the Company's board of directors and certain members of management including Edward J. DiPaolo, John B. Elstrott, Edgar Hotard, Daniel J. O'Leary, and David L. Laxton, the Company paid a transaction fee in an amount equal to 2% of the aggregate purchase price of approximately $124.0 million, or $2,480,000, which was allocated among Messrs. DiPaolo, Elstrott, Hotard, O'Leary and Laxton. At the same time, pursuant to value bonus compensation awards approved by our board of directors, certain members of management became eligible for value bonuses in an aggregate amount of $3,000,000, which bonuses were distributed to our named executive officers and other members of management. Furthermore, our board of directors approved an additional senior management bonus equal to 20% of the net proceeds from the sale of Edgen Corporation in excess of $64.0 million. The amount of this bonus was approximately $1.5 million in the aggregate, and was distributed among the senior management by the mutual agreement of Mr. Kleinman, a Harvest Partners' board member, and Mr. O'Leary.

        Prior to the consummation of the Buy-out Transaction, Harvest Partners and its affiliates owned approximately 63% of our outstanding preferred stock and approximately 70% of our outstanding Class A common stock. In addition, Harvest Partners and its affiliates held $5.0 million principal amount of our then existing subordinated notes. Pursuant to an amended and restated management agreement between Harvest Partners and us, the Company paid Harvest Partners a quarterly management fee and reimbursed Harvest Partners for reasonable expenses. Management fees paid for the period January 1, 2005 to January 31, 2005 and the years ended December 31, 2004 and 2003 were $123,900, $495,000 and $495,600, respectively. Upon the consummation of the Buy-out Transaction, we paid Harvest Partners a transaction fee in an amount equal to 0.826 times 2% of the aggregate purchase price of $124.0 million, or $2,048,480, at which time the management agreement was terminated. Effective February 1, 2005, Harvest Partners no longer holds any of the Company's equity or debt securities.

        Prior to the consummation of the Buy-out Transaction, Stonehenge Capital owned approximately 17% of our outstanding preferred stock and approximately 20% of our Class A common stock. Pursuant to an amended and restated management agreement between Stonehenge Capital and us, the Company paid Stonehenge Capital a quarterly management fee and reimbursed Stonehenge Capital for reasonable expenses. Management fees paid to Stonehenge for the period January 1, 2005 to January 31, 2005 and the years ended December 31, 2004 and 2003, were $26,100, $104,000 and $104,400, respectively. Upon the consummation of the Buy-out Transaction, the Company paid Stonehenge Capital a transaction fee in an amount equal to 0.174 times 2% of the aggregate purchase price of approximately $124.0 million, or $431,520, at which time the management agreement was terminated. Effective February 1, 2005, Stonehenge Capital no longer holds any of the Company's equity or debt securities.

        On October 25, 2000, we issued four convertible term notes, in an aggregate principal amount of $15.0 million, to certain stockholders of our company. Three convertible term notes were issued to affiliates of Harvest Partners: two notes to Harvest Partners III, L.P. in the initial principal amounts of approximately $8.7 million and approximately $2.5 million and one note to Harvest Partners III, Beteiligungsgesellschaft buergerlichen Rechts mit Haftungsbeschraenkung in the initial principal amount of approximately $1.5 million. The fourth convertible term note was issued to Bank One Equity Investors Inc. in the initial principal amount of approximately $2.2 million. In connection with the consummation of the Buy-out Transaction, the Company repaid the remaining principal and interest obligations of approximately $2.8 million in the aggregate (as of December 31, 2004) and these convertible term notes were terminated.

70

16.   SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

        The table below sets forth unaudited financial information for each of the quarters in fiscal 2005, including the periods February 1, 2005 to March 31, 2005 and January 1, 2005 to January 31, 2005, and for each of the quarters in fiscal 2004 (in thousands):

	Successor															Predecessor
	2005									Period February 1, 2005 to March 31, 2005			Period January 1, 2005 to January 31, 2005			2004
	Fourth Quarter			Third Quarter			Second Quarter									Fourth Quarter			Third Quarter			Second Quarter			First Quarter
Sales	$	66,745		$	75,712		$	74,394		$	45,895		$	18,945		$	57,894		$	53,054		$	54,041		$	42,831
Cost of sales		54,070			61,766			57,828			35,799			14,153			43,333			38,188			40,294			33,543
Gross profit		12,675			13,946			16,566			10,096			4,792			14,561			14,866			13,747			9,288
Yard expenses		1,231			1,299			1,234			769			390			1,163			1,255			1,204			970
Selling, general and administrative expenses		6,485			6,247			6,841			4,191			13,974			9,200			7,003			6,163			5,051
Depreciation and amortization		3,777			603			609			477			201			604			592			607			597
Operating expenses		11,493			8,149			8,684			5,437			14,565			10,965			8,850			7,974			6,618
Income (loss) from Operations		1,182			5,797			7,882			4,659			(9,773	)		3,596			6,016			5,773			2,670
Other income (expense)		(454	)		70			68			7			(49	)		143			(72	)		15			20
Interest expense		(3,212	)		(3,164	)		(3,023	)		(1,935	)		(333	)		(1,984	)		(1,551	)		(905	)		(723	)
Income (loss) from operations before income tax expense		(2,484	)		2,703			4,927			2,731			(10,156	)		1,755			4,393			4,883			1,967
Income tax expense (benefit)		(963	)		1,063			1,738			1,010			(1,916	)		(6,583	)		632			1,951			789
Net income (loss)	$	(1,521	)	$	1,640		$	3,189		$	1,721		$	(8,240	)	$	8,338		$	3,761		$	2,932		$	1,178

        See note 7 for a discussion of redeemable preferred stock and a change in presentation on the balance sheets and statements of shareholder's equity (deficit) included in our previously filed Quarterly Reports on Form 10-Q.

17.   CONDENSED CONSOLIDATING FINANCIAL INFORMATION

        In connection with the issuance of our Notes, our domestic subsidiaries issued joint and several guarantees of the Notes. These subsidiaries are referred to as the Guarantor Subsidiaries in the condensed consolidating financial information which is presented below. Our subsidiaries which have not issued guarantees for the Notes (our Canadian foreign subsidiaries including Edgen Canada and its subsidiary Western Flow) are referred to as the Non-Guarantor Subsidiaries. Prior to the acquisition of Western Flow on July 15, 2005, the Non-Guarantor Subsidiaries were considered to be "minor" as that term is defined in Rule 3-10 of Regulation S-X promulgated by the Securities and Exchange Commission.

        The following presents the condensed consolidating financial information with respect to our financial position as of December 31, 2005, the results of our operations for the period January 1, 2005 to January 31, 2005, and the period February 1, 2005 to December 31, 2005 and our cash flows for the period January 1, 2005 to January 31, 2005, and the period February 1, 2005 to December 31, 2005. The principal eliminating entries eliminate investment in subsidiaries, intercompany balances and intercompany revenues and expenses.

71

EDGEN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET

		As of December 31, 2005
		Parent Only		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Elimination and Consolidation Entries			Consolidated
Current assets		$	2,244,836	$	139,052,795	$	2,943,532	$	(538,563	)	$	143,702,600
Intercompany long-term receivables			38,826,722		—		—		(38,826,722	)		—
Investments in subsidiaries			182,301,610		—		0		(182,301,610	)		0
Property, plant and equipment, net			—		10,803,987		454,716		—			11,258,703
Goodwill and other intangibles			—		59,835,515		715,442		—			60,550,957
Other assets			8,345,417		177,581		—		—			8,522,998
	Total Assets	$	231,718,585	$	209,869,878	$	4,113,690	$	(221,666,895	)	$	224,035,258
Current liabilities		$	8,902,638	$	47,518,222	$	1,162,889	$	(520,131	)	$	57,063,618
Intercompany long-term debt			54,354,979		67,933,640		555,743		(122,844,362	)		—
Long-term debt and capital leases			134,613,915		48,055,722		1,193,250		(49,055,723	)		134,807,164
Other non-current liabilities			2,764,415		11,464		—		—			2,775,879
Redeemable preferred stock			23,303,400		—		—		—			23,303,400
Shareholder's equity			7,779,238		46,350,830		1,201,808		(49,246,679	)		6,085,197
	Total Liabilities and Shareholder's Equity	$	231,718,585	$	209,869,878	$	4,113,690	$	(221,666,895	)	$	224,035,258

72

EDGEN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Successor
	For the Period February 1, 2005 to December 31, 2005
	Parent Only			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Elimination and Consolidation Entries			Consolidated
Sales	$	—		$	260,297,708		$	2,448,229	$	—		$	262,745,937
Cost of sales		—			207,940,929			1,557,601		(35,681	)		209,462,849
Gross profit		—			52,356,779			890,628		35,681			53,283,088
Operating expenses		729,805			32,177,240			856,392		—			33,763,437
Income (loss) from continuing operations		(729,805	)		20,179,539			34,236		35,681			19,519,651
Interest expense and other income (expense)		(5,671,151	)		(6,055,431	)		120,464		(35,681	)		(11,641,799	)
Equity in earnings of subsidiaries		9,036,976			—			—		(9,036,976	)		—
Income (loss) from continuing operations before income tax expense (benefit)		2,636,020			14,124,108			154,700		(9,036,976	)		7,877,852
Income tax expense (benefit)		(2,393,041	)		5,201,801			40,031		—			2,848,791
Income (loss) from continuing operations		5,029,061			8,922,307			114,669		(9,036,976	)		5,029,061
Preferred dividend requirement		1,703,400			—			—		—			1,703,400
Net income (loss) applicable to common shareholders	$	3,325,661		$	8,922,307		$	114,669	$	(9,036,976	)	$	3,325,661

73

EDGEN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Predecessor
	For the Period January 1, 2005 to January 31, 2005
	Parent Only			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination and Consolidation Entries			Consolidated
Sales	$	—		$	18,944,787		$	—		$	—		$	18,944,787
Cost of sales		—			14,153,729			—			(664	)		14,153,065
Gross profit		—			4,791,058			—			664			4,791,722
Operating expenses		11,998,000			2,543,400			23,503			—			14,564,903
Income (loss) from continuing operations		(11,998,000	)		2,247,658			(23,503	)		664			(9,773,181	)
Interest expense and other income (loss)		69,632			(452,142	)		—			(664	)		(383,174	)
Equity in earnings of subsidiaries		1,116,838			—			—			(1,116,838	)		—
Income (loss) from continuing operations before income tax expense (benefit)		(10,811,530	)		1,795,516			(23,503	)		(1,116,838	)		(10,156,355	)
Income tax expense (benefit)		(2,571,683	)		664,341			(9,166	)		—			(1,916,508	)
Income (loss) from continuing operations		(8,239,847	)		1,131,175			(14,337	)		(1,116,838	)		(8,239,847	)
Preferred dividend requirement		189,949			—			—			—			189,949
Net income (loss) applicable to common shareholders	$	(8,429,796	)	$	1,131,175		$	(14,337	)	$	(1,116,838	)	$	(8,429,796	)

74

EDGEN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	Successor
	For the Period February 1, 2005 to December 31, 2005
	Parent Only			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination and Consolidation Entries		Consolidated
Net cash provided by (used in) operating activities	$	(5,944,514	)	$	16,320,933		$	(848,950	)	$	—	$	9,527,469
Net cash provided by (used in) investing activities		(121,836,030	)		(12,011,264	)		(2,095,624	)		—		(135,942,918	)
Net cash provided by financing activities		116,116,589			25,208,151			3,104,242			—		144,428,982
Net increase in cash and cash equivalents		(11,663,955	)		29,517,820			159,668			—		18,013,533
Cash and cash equivalents—(Beginning of period)		—			—			—			—		—
Cash and cash equivalents—(End of period)	$	(11,663,955	)	$	29,517,820		$	159,668		$	—	$	18,013,533

	Predecessor
	For the Period January 1, 2005 to January 31, 2005
	Parent Only			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination and Consolidation Entries		Consolidated
Net cash provided by (used in) operating activities	$	1,018,316		$	3,284,955		$	(54,446	)	$	—	$	4,248,825
Net cash used in investing activities		—			(1,079	)		—			—		(1,079	)
Net cash provided by (used in) financing activities		(1,018,316	)		(513,168	)		54,446			—		(1,477,038	)
Net increase in cash and cash equivalents		—			2,770,708			—			—		2,770,708
Cash and cash equivalents—(Beginning of period)		62,476			68,815			3,008			—		134,299
Cash and cash equivalents—(End of period)	$	62,476		$	2,839,523		$	3,008		$	—	$	2,905,007

75

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        None.

ITEM 9A. CONTROLS AND PROCEDURES

        As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of the principal executive officer ("CEO") and principal financial officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.) Based on this evaluation, the CEO and CFO concluded that, as of the end of the period ended December 31, 2005, our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

        As of January 1, 2005, the Company was not an "accelerated filer" as defined in Rule 12b-2 under the Exchange Act. Accordingly, pursuant to SEC rules and regulations, the Company is not required to provide, and we have not provided, Management's Annual Report on Internal Control Over Financial Reporting or the associated report of our independent registered public accounting firm in this Annual Report on Form 10-K. Management and our Audit Committee are continuing to review our internal control over financial reporting as part of our preparation for the need to provide Management's Annual Report on Internal Control Over Financial Reporting and the associated report of our independent registered public accounting firm, and complete phase-in of compliance standards under Section 404 of the Sarbanes-Oxley Act of 2002. Any deficiencies identified by this review will be reported to the Audit Committee and we will take appropriate action to correct any deficiencies.

ITEM 9B. OTHER INFORMATION

        None.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

MANAGEMENT

Executive Officers and Directors

        Our executive officers and directors are as follows:

Name	Age	Title
Daniel J. O'Leary	50	President, Chief Executive Officer and Director
David L. Laxton, III	56	Executive Vice President, Chief Financial Officer and Director
Robert L. Gilleland	65	President—Alloy Products Group
Craig S. Kiefer	51	President—Carbon Products Group
Nicholas Daraviras	32	Director
James L. Luikart	60	Director
Edward J. DiPaolo	53	Director

Daniel J. O'Leary, 50, President, Chief Executive Officer and Director, has been involved in the steel pipe and distribution industries for 28 years. Mr. O'Leary joined us in January 2003 as our Chief Operating Officer and was promoted to President and Chief Executive Officer in August 2003. Mr. O'Leary was appointed to our board of directors upon consummation of the Buy-out Transaction in February 2005. Before joining our company, Mr. O'Leary served as President and Chief Operating Officer of Stupp Corporation, an independent manufacturer of electric-resistance welded custom steel line pipe, from 1995 to 2002. Prior to joining Stupp Corporation, he was Executive Vice-President and Chief Operating Officer of Maverick Tube Corporation from 1989 to 1995. He has also held management and executive positions with Red Man Pipe & Supply Company and Lone Star Steel Company. Mr. O'Leary is a former Vice-Chairman of the Committee on Pipe and Tube Imports and a member of the National Association of Steel Pipe Distributors. Mr. O'Leary is a graduate of the University of Tulsa with a B.S. in Education.

David L. Laxton, III, 56, Executive Vice President, Chief Financial Officer and Director, has over 20 years experience in industrial distribution. Mr. Laxton joined us in December 1996 as Senior Vice President and Chief Financial Officer. Mr. Laxton became Executive Vice President and Chief Financial Officer in February 2005. Mr. Laxton was appointed as a director on August 25, 2005. Prior to joining Edgen, Mr. Laxton served as Chief Financial Officer of a distributor of tube fittings, controls and filtration products. Mr. Laxton has also held consulting positions with a big four accounting firm and with an investment banking firm. Mr. Laxton is currently Vice Chairman of American Gateway Bank and is the former president of the Baton Rouge Chapter of the National Association of Purchasing Management. Mr. Laxton has recently been named to the Advisory Committee to the School of Accounting at Louisiana State University, where he received a B.A. in History and an M.S. in Accounting.

Robert L. Gilleland, 65, President of Alloy Products Group, has over 30 years of experience in the pipe and steel industry. Mr. Gilleland joined Edgen in 1998 as our Senior Vice President and General Manager. He was promoted to his current position in September 2003. Prior to joining Edgen, Mr. Gilleland was employed with LaBarge Pipe & Steel Company for 16 years. He was Executive Vice President and part owner in a leveraged buy-out of LaBarge Pipe & Steel Company in 1982. At LaBarge Pipe & Steel Company, Mr. Gilleland was responsible for inventory, purchasing and sales activities. Prior to joining LaBarge Pipe & Steel Company, Mr. Gilleland was employed with Edgcomb Metals Company, a subsidiary of Williams Companies, for 18 years. He holds a B.S. in Business Administration from Western Kentucky University.

77

Craig S. Kiefer, 51, President of Carbon Products Group, has more than 30 years of experience in the industrial distribution market. Mr. Kiefer joined our company in April 2002 as the President of Service Industrial Supply Co. (SISCO). He was promoted to his current position in March 2003. Prior to joining Edgen, Mr. Kiefer was President and Chief Executive Officer of SISCO, which he formed in 1979 and which was acquired by Edgen in 2002.

        Nicholas Daraviras, 32, Director.    Mr. Daraviras was appointed to our board of directors upon consummation of the Buy-out Transaction in February 2005. Mr. Daraviras is a Managing Director of JCP. He joined JCP in 1996. Mr. Daraviras also serves as a director of The Sheridan Group and various private companies in which JCP also has an interest. Mr. Daraviras graduated as a Wharton Scholar and received his B.S. and an M.B.A. from The Wharton School of the University of Pennsylvania.

        James L. Luikart, 60, Director.    Mr. Luikart was appointed to our board of directors upon consummation of the Buy-out Transaction in February 2005. Mr. Luikart is Executive Vice President of JCP. Mr. Luikart joined JCP in 1995 after spending over twenty years with Citicorp, the last seven years of which were as Vice President of Citicorp Venture Capital, Ltd. Mr. Luikart also serves as a director of The Sheridan Group, W&T Offshore, Inc., and various private companies in which JCP also has an interest. Mr. Luikart received a B.A. in History magna cum laude from Yale University and an M.I.A. from Columbia University.

        Edward J. DiPaolo, 53, Director.    Mr. DiPaolo was appointed to our board of directors on August 25, 2005, and had previously served on our board of directors from 2001 until the consummation of the Buy-out Transaction on February 1, 2005. Mr. DiPaolo has over 26 years in energy services through his employment with Halliburton Energy Services where he held several positions including Group Senior Vice President Global Business Development and Senior Vice President Global Business Development. In 2002, Mr. DiPaolo retired from Halliburton Energy Services. Mr. DiPaolo currently serves as a director of Natural Gas Systems, Inc., Boots & Coots International Well Control, Inc. and Innicor Subsurface Technologies Inc. and has served as director for privately held companies. Mr. DiPaolo received a B.S. in Agricultural Engineering from West Virginia University.

Audit Committee

        Our Audit Committee consists of Messrs. Daraviras, Luikart and DiPaolo. Neither Mr. Daraviras nor Mr. Luikart is independent as that term is used in Section 10A(m)(3) of the Exchange Act, and none of Messrs. Daraviras, Luikaut or DiPaolo qualifies as an audit committee financial expert as that term is defined by applicable SEC regulations.

        However, the board of directors believes that each of the members of the Audit Committee has demonstrated that he is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. As the board of directors believes that the current members of the Audit Committee are qualified to carry out all of the duties and responsibilities of the Audit Committee, the board of directors does not believe that it is necessary at this time to actively search for an outside person to serve on the board of directors who would qualify as an audit committee financial expert.

        The principal duties and responsibilities of our Audit Committee are as follows:

•

to monitor our financial reporting process and internal control systems;



•

to review and appraise the audit efforts of our independent registered public accounting firm and exercise ultimate authority over the relationship between us and our independent registered public accounting firm; and

78

•

to provide an open avenue of communication among the independent registered public accounting firm, financial and senior management and the board of directors.

        The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties. It also has the authority to retain counsel and advisors to fulfill its responsibilities and duties.

Compensation Committee, Interlocks and Insider Participation

        Messrs. Daraviras, Luikart and DiPaolo currently perform the functions of a compensation committee in addressing salaries and incentive compensation for our executive officers and none of our officers or employees or former officers participated in such deliberations during 2005. See "Item 13. Certain Relationships and Related Transactions."

Code of Ethics

        We do not have a code of ethics within the meaning of Item 406 of Regulation S-K because we are in the process of adapting our existing code of business ethics and conduct for this purpose.

Director Compensation and Arrangements

        Currently, only one of our directors, Mr. DiPaolo, is entitled to receive any fees for serving as a director. We have agreed to pay to Mr. DiPaolo $20,000 in director fees annually. For the period February 1, 2005 to December 31, 2005, we paid Mr. DiPaolo $10,000 in director fees and on December 16, 2005, Edgen/Murray, L.P. granted restricted common units to Mr. DiPaolo with a fair value of approximately $51,400 for services rendered as a board member and audit committee member of the Company. See "Item 13. Certain Relationships and Related Transactions."

        All of our directors are entitled to reimbursement of their reasonable out-of-pocket expenses in connection with their travel to and attendance at meetings of the board of directors or committees thereof.

ITEM 11.    EXECUTIVE COMPENSATION

Executive Compensation

        The following table sets forth certain information with respect to annual compensation for services in all capacities for fiscal years 2005, 2004 and 2003 paid to each of our executive officers during 2005.

79

Summary Compensation Table

						Long-term Compensation
		Annual Compensation
Name and Principal Position						Restricted Common Units Awards(3)		All Other Compensation(4)
	Year	Salary		Bonus(2)
Daniel J. O'Leary(1)     President and Chief     Executive Officer	2005 2004 2003	$	290,800 278,763 210,961	$	2,541,981 459,602 27,917	$	482,415 — —	$	2,665 2,665 —
David L. Laxton, III     Executive Vice President and     Chief Financial Officer	2005 2004 2003	$	237,901 230,870 223,161		1,316,000 376,038 —	$	206,746 — —	$	1,460 2,121 —
Robert L. Gilleland     President—Alloy Products     Group	2005 2004 2003	$	227,563 215,890 215,895	$	636,000 350,997 —	$	137,834 — —	$	3,050 2,543 —
Craig S. Kiefer     President—Carbon Products     Group	2005 2004 2003		196,806 183,962 153,635		562,000 300,830 —	$	137,834 — —	$	3,485 — —

(1)

Mr. O'Leary joined our company on January 13, 2003.

(2)

Includes bonuses under the employee bonus plan, employment agreement, and an additional bonus award for Mr. O'Leary in 2005, as well as bonuses under the transaction fee agreement and the value bonus compensation and senior management bonuses paid in connection with the Buy-out Transaction. See "—Employee Bonus Plan," "—Employment Agreements," "Item 13. Certain Relationships and Related Transactions—Other Relationships and Related Transactions—Transaction Fee Agreement," "Item 13. Certain Relationships and Related Transactions—Other Relationships and Related Transactions—Value Bonus Compensation" below.

(3)

In 2005, the Company awarded 93,855, 40,223, 26,816 and 26,816 shares of the Company's restricted common stock to Messrs. O'Leary, Laxton, Gilleland and Kiefer, respectively, pursuant to the Company's equity incentive plan. On December 15, 2005 our parent company, Edgen/Murray, L.P., exchanged all outstanding awards for awards of restricted common units issued under the Edgen/Murray, L.P. equity incentive plan with substantially equivalent terms. These restricted common units will vest 10% per year over five years, subject to continued employment with the Company, plus an additional 10% or more per year for each year that the Company achieves certain performance goals as determined by the board of directors. If the performance goals are achieved in any year of the five year period, all restricted common units subject to the performance criteria for that year and prior years will vest. As of December 31, 2005, the aggregate number and value of the restricted common units of Edgen/Murray, L.P. held was: Mr. O'Leary 93,855 units/$482,415; Mr. Laxton 40,223 units/$206,746; Mr. Gilleland 26,816 units/$137,834; and Mr. Kiefer 26,816 units/$137,834. Holders of restricted common units have the right to receive their allocable share of any distributions made by Edgen/Murray, L.P. on its common units.

(4)

Represents the dollar value of any premiums paid by, or on behalf of, the Company during the covered fiscal year with respect to term life insurance for the benefit of the named executive officer and club membership allowances.

Employment Agreements

        We have employment agreements with each of our executive officers, Mr. O'Leary, Mr. Laxton, Mr. Gilleland and Mr. Kiefer. The agreements with Mr. O'Leary and Mr. Laxton were amended and restated effective as of the consummation of the Buy-out Transaction. The agreements with

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Mr. Gilleland and Mr. Kiefer were modified in 2005 to provide for a supplemental annual payment of $7,500.

        The amended and restated agreement with Mr. O'Leary provides that he will be employed as our President and Chief Executive Officer. The amended and restated agreement with Mr. Laxton provides that he will be employed as our Executive Vice President and Chief Financial Officer. The agreement with Mr. Gilleland provides that he will be employed as the President of Edgen Alloy. The agreement with Mr. Kiefer provides that he will be employed as the President of Edgen Carbon Products Group LLC.

        Each of these agreements provides that the compensation for the executive officer may be increased by recommendation of our chief executive officer to our board of directors. The base salaries of Mr. Gilleland and Mr. Kiefer were increased effective October 1, 2005. The current base salaries of Mr. O'Leary, Mr. Laxton, Mr. Gilleland and Mr. Kiefer are $275,000, $225,000, $225,000 and $200,000, respectively. Each employment agreement also provides for an annual bonus based on a targeted EBITDA amount, as determined by our board of directors, which is subject to a downward working capital adjustment. The target bonus for each of the executive officers for 2005 was up to 100% of his base salary. Each agreement generally provides for a supplemental annual payment of $9,500 or $7,500, four weeks of vacation and an automobile allowance, which varies by executive officer. Additionally, the employment agreements provide that we will pay premiums for term life insurance for Mr. O'Leary, Mr. Laxton and Mr. Kiefer.

        The agreements for Mr. O'Leary and Mr. Laxton are for a three year term commencing February 1, 2005, with automatic one-year extensions. The agreements with Mr. Gilleland and Mr. Kiefer are for a one-year term with automatic daily one year renewals, such that the employment agreements are always one full year from termination. The agreements may be terminated by us for the employee's disability, for cause (as defined in the agreements), or for any reason other than cause (with severance, payable upon termination other than for cause, generally ranging from an amount equal to the employee's annual base salary for one year to an amount equal to the employee's annual base salary for the remaining term under the agreement, plus the executive's full or pro-rata share of the annual bonus, if any).

Employee Bonus Plan

        With approval from our board of directors, we annually adopt an employee bonus plan based on a targeted pre-bonus EBITDA and minimum pre-bonus EBITDA. These targets are recommended by senior management and determined and approved by our board of directors. Every employee of ours has a target bonus associated with his or her position with our company and the target bonuses range from 10% to 100% of base salary. If EBITDA is less than or equal to the minimum EBITDA, then the employee is not entitled to any bonus. If, however, the EBITDA is greater than the minimum EBITDA, then the employee is entitled to receive a bonus in an amount equal to 2% of the employee's annual target bonus for each 1% of EBITDA in excess of the minimum EBITDA. Employees continue to earn an additional 2% of the target bonus for each 1% that EBITDA exceeds the target EBITDA. All bonuses under this plan are paid on or before March 15 of the year following the year in which the bonus is earned.

Equity Incentive Plan

        Upon consummation of the Buy-out Transaction, we issued restricted stock grants for 281,565 shares of common stock to certain members of our management, including the following to our named executive officers: Mr. O'Leary, 93,855; Mr. Laxton, 40,223; Mr. Gilleland, 26,816; and Mr. Kiefer, 26,816.

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        Effective December 15, 2006, the Company's incentive compensation plan was cancelled; however, the Company's holding company, Edgen/Murray, L.P., exchanged all outstanding awards for awards issued under its equity incentive plan with substantially equivalent terms on December 16, 2005. The Edgen/Murray L.P., incentive plan authorizes the granting of awards to employees of up to 550,000 common units of Edgen/Murray L.P., that are subject to restrictions on transfer until such time as they are vested. Vesting is based on either time or a combination of performance and time.

401(k) Plans

        We sponsor a defined contribution plan, or 401(k) plan, intended to qualify under section 401 of the Internal Revenue Code. Substantially all of our U.S. employees are eligible to participate in the 401(k) plan on the first day of the month in which the employee has attained 18 years of age and 90 days of employment. Employees may make pre-tax contributions of their eligible compensation, not to exceed the limits under the Internal Revenue Code. We match 50% of the employee's contributions, up to a maximum of 6% of the employee's eligible compensation. Any profit sharing contributions are discretionary in amount and occurrence (and are not limited to current or accumulated net profits). Employees may direct their investments among various pre-selected investment alternatives. Employer contributions to the 401(k) plan, including profit sharing contributions, fixed contributions and employer matching contributions, vest 25% after the second year of employment, 50% after the third year of employment, 75% after the fourth year of employment and 100% after the fifth year of employment.

        Effective December 16, 2005, we began sponsoring a 401(k) profit-sharing plan for our subsidiary, MIM US, which covers eligible employees at least 21 years of age who have completed at least three months of service. The plan allows for employee contributions through salary deductions up to 19% of total compensation, subject to the statutory limits. Employer matching contributions can be made at our discretion.

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ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS

        Our outstanding securities consist of approximately 2,681,564 shares of common stock and 21,600 shares of Series A preferred stock.

        Effective December 15, 2006, our stockholders transferred all of their equity interests in our Company to Edgen/Murray, L.P. in exchange for common and preferred partnership interests of Edgen/Murray, L.P. As a result, 100% of our outstanding common stock and preferred stock is now owned by Edgen/Murray, L.P.

        The general partner of Edgen/Murray, L.P. is Edgen/Murray GP, LLC, a company wholly owned by funds managed by JCP. The limited partnership interests of Edgen/Murray, L.P. are divided into common units and preferred units. The following table sets forth certain information regarding the ownership of Edgen/Murray, L.P.'s common and preferred units as of March 30, 2006 by (i) each person or entity known to us to own more than 5% of any class of Edgen/Murray, L.P.'s partnership interests, (ii) each member of our board of directors and each of our named executive officers and (iii) all of the members of the board of directors and executive officers as a group. To our knowledge, each of the security holders listed below has sole voting and investment power as to the partnership interests shown unless otherwise noted and subject to community property laws where applicable.

        Beneficial ownership of the securities listed in the table has been determined in accordance with the applicable rules and regulations promulgated under the Exchange Act.

						Preferred Units(1)
			Common Units(1)
						Number of Units
			Number of Units	Percent			Percent
Principal Stockholders:
	Funds managed by Jefferies Capital Partners(2)		4,207,067.82	77.0	%	38,382.23	75.9	%
	Murray Metals Group Limited(3)		282,795.80	5.2	%	6,285.02	12.4	%
	Named Executive Officers and Directors:
		Daniel J. O'Leary(4)	197,308.57	3.6	%	819.28	1.6	%
		David L. Laxton(4)	94,192.68	1.7	%	401.05	0.8	%
		Robert L. Gilleland(4)	64,123.03	1.2	%	352.68	0.7	%
		Craig S. Kiefer(4)	64,123.03	1.2	%	352.68	0.7	%
		Nicholas Daraviras(5)	—	—		—	—
		James L. Luikart(5)(6)	—	—		—	—
		Edward J. DiPaolo(7)	13,653.69	0.3	%	31.20	0.1	%
		All executive officers and directors as a group (7 persons)(8)	433,401.00	7.9	%	1,956.89	3.9	%

(1)

Pursuant to Rule 13d-3 under the Exchange Act, a person has beneficial ownership of any securities as to which such person, directly or indirectly, through any contract, arrangement, undertaking, relationship or otherwise has or shares voting power and/or investment power and as to which such person has the right to acquire such voting and/or investment power within 60 days. Percentage of beneficial ownership as to any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting and/or investment power within 60 days.

(2)

Consists of (a) 2,931,463.82 common units held by ING Furman Selz Investors III L.P., 1,037,894.15 common units held by ING Barings U.S. Leveraged Equity Plan LLC and 237,709.85 common units held by ING Barings Global Leveraged Equity Plan Ltd. and (b) 26,744.58 preferred units held by ING Furman Selz Investors III L.P., 9,468.87 preferred units held by

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ING Barings U.S. Leveraged Equity Plan LLC and 2,168.78 preferred units held by ING Barings Global Leveraged Equity Plan Ltd. ING Furman Selz Investors III L.P., ING Barings U.S. Leveraged Equity Plan LLC and ING Barings Global Leveraged Equity Plan Ltd. are private equity investment funds managed by JCP. Brian P. Friedman and Mr. Luikart are the managing members of the managers of these funds and may be considered the beneficial owners of the shares owned by ING Furman Selz Investors III L.P., ING Barings U.S. Leveraged Equity Plan LLC and ING Barings Global Leveraged Equity Plan Ltd., but each of Messrs. Friedman and Luikart expressly disclaim beneficial ownership of such shares, except to the extent of each of their pecuniary interests therein. The address for each of the funds managed by Jefferies Capital Partners is 520 Madison Avenue, 12th Floor, New York, New York 10022.

(3)

The address of Murray Metals Group Limited is 9 Charlotte Square, Edinburg EH2 4DR, United Kingdom.

(4)

The address of such person is c/o Edgen Corporation, 18444 Highland Road, Baton Rouge, Louisiana 70809. The number of common units includes 419,747.31 restricted units including 197,308.57 for Mr. O'Leary, 94,192.68 for Mr. Laxton, 64,123.03 for Mr. Gilleland and 64,123.03 for Mr. Kiefer.

(5)

The address of each of Mr. Daraviras and Mr. Luikart is c /o Jefferies Capital Partners, 520 Madison Avenue, 12th Floor, New York, New York 10022.

(6)

Does not include 2,931,463.82 common units and 36,922 preferred units owned by ING Furman Selz Investors III L.P., ING Barings U.S. Leveraged Equity Plan LLC and ING Barings Global Leveraged Equity Plan Ltd. Mr. Luikart is a managing member of the manager of these funds and may be considered the beneficial owner of such shares, but he expressly disclaims such beneficial ownership of the shares owned by ING Furman Selz Investors III L.P., ING Barings U.S. Leveraged Equity Plan LLC and ING Barings Global Leveraged Equity Plan Ltd., except to the extent of his pecuniary interest therein.

(7)

The address of Mr. DiPaolo is 363 N. Sam Houston Parkway East, Suite 550, Houston, Texas 77060. 3,654 of the common units and 31.20 of the preferred units listed for Mr. DiPaolo are owned by Hickory Hills Investments, LTD, a family limited partnership of which Mr. DiPaolo is a limited partner. The number of common units includes 10,000 restricted common units.

(8)

The number of common units includes 419,747.31 restricted units including 197,308.57 for Mr. O'Leary, 94,192.68 for Mr. Laxton, 64,123.03 for Mr. Gilleland, 64,123.03 for Mr. Kiefer and 10,000 for Mr. DiPaolo.

Edgen/Murray Partnership Interests

        In general, under the limited partnership agreement of Edgen/Murray, L.P., the general partner of Edgen/Murray, L.P. has control over its business and affairs and the limited partners do not participate, as limited partners, in the business and affairs of Edgen/Murray, L.P. Distributions of cash or property of Edgen/Murray, L.P. may be made only when and if, and in the amounts, determined by the general partner. Any such distributions must be made first to the holders of preferred units until each holder of preferred units has received cumulative aggregate distributions in an amount equal to, but not in excess of, the specified preferred return attributable to his, her or its preferred units. Then any remaining or subsequent distributions may be made to the holders of the common units.

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Equity Compensation Plan Information

Equity Compensation Plan Information
As of December 31, 2005

Plan Category		(a) Number of securities to be issued upon exercise of outstanding options, warranties and rights	(b) Weighted-average exercise price of outstanding options, warrants and rights		(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders(1)		—	$	—	268,454
Equity compensation plans not approved by security holders(2)		—		—	—
	Total	—			268,454

(1)

Includes restricted common units available for grant under the Edgen/Murray, L.P. Incentive Plan.

(2)

Not applicable.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Buy-Out Transaction

        At the closing of the Buy-out Transaction, Edgen Acquisition Corporation entered into agreements with funds managed by JCP and certain members of our management pursuant to which they acquired shares of Edgen Acquisition Corporation. Pursuant to these agreements, these funds and the management investors purchased shares of common stock and preferred stock of Edgen Acquisition Corporation having a combined aggregate value of approximately $24.0 million. Following the acquisition of Edgen and the merger of Edgen Acquisition Corporation with and into Edgen Corporation, the funds managed by JCP and the management investors owned all of the outstanding common stock and preferred stock of Edgen Corporation. At the closing of the Buy-out Transaction, we also entered into a securities holders agreement and a registration rights agreement with funds managed by JCP and the management investors governing rights with respect to the ownership of our stock.

Formation of New Holding Company

        Effective December 16, 2005, our stockholders transferred all of their equity interests in our Company to Edgen/Murray, L.P. in exchange for common and preferred partnership interests of Edgen/Murray, L.P. and we became a wholly owned subsidiary of Edgen/Murray, L.P. Concurrently, the securities holders agreement entered into in connection with the Buy-out Transaction was terminated and the investors in Edgen/Murray, L.P., including our former stockholders, entered into a limited partnership agreement governing their partnership interests in Edgen/Murray, L.P. The Edgen/Murray, L.P. limited partnership agreement generally restricts the transfer of the partnership interests of Edgen/Murray, L.P. without the consent of the general partner, subject to certain exceptions. Under certain circumstances, the partners have "tag-along" rights to sell their partnership interests on a pro rata basis with the selling partner in certain sales to third parties. If the general partner approves a sale of Edgen/Murray, L.P., the general partner has the right to require the other partners to sell their partnership interests on the same terms. The limited partnership agreement also contains a provision that gives Edgen/Murray, L.P. the right to repurchase a management investor's shares upon termination of that management investor's employment or removal or resignation from the board of directors.

        In connection with the acquisition of MIM UK, (i) the funds managed by JCP that controlled our company invested additional cash in Edgen/Murray, L.P. in exchange for additional common and preferred partnership interests of Edgen/Murray, L.P., (ii) the seller of MIM UK received the

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equivalent of an approximately UK£4.0 million preferred partnership interest and approximately UK£1.0 million common partnership interest in Edgen/Murray, L.P., (iii) certain members of management of our company and MIM UK acquired additional common and preferred partnership interests of Edgen/Murray, L.P., and (iv) Edgen/Murray, L.P. invested these additional cash investments in PAL to enable it to acquire MIM UK. The issuance of these additional partnership interests of Edgen/Murray, L.P. altered the relative ownership of the partners of Edgen/Murray, L.P. However, following these transactions, the funds managed by JCP continue to own a majority of the common and preferred interests of Edgen/Murray, L.P. and continue to control Edgen/Murray, L.P. Our management currently owns approximately 11% of the common interests and 6% of the preferred interests of Edgen/Murray, L.P.

        On February 27, 2006, Edgen/Murray, L.P. granted a cash bonus and restricted common units to Messrs. O'Leary and Laxton of $60,000 and 17,492.75 units with an approximate fair value of $90,000, and $40,000 and 11,661.83 units with an approximate fair value of $60,000, respectively. These bonuses and additional awards were issued in recognition of the services provided to PAL and its subsidiaries during the acquisition of MIM UK and their future employment as the Chief Executive Officer and Chief Financial Officer, respectively, of Edgen/Murray, L.P.

Management Agreement

        In connection with the Buy-out Transaction, we entered into a management agreement with JCP. Pursuant to this management agreement, JCP may provide management, business and organizational strategy and merchant and investment banking services to us, which services include, but are not limited to, advice on corporate and financial planning, oversight of operations, including the marketing, sales and distribution of our products, development of business plans, the structure of our debt and equity capitalization and the identification and development of business opportunities. In exchange for these services, we may pay JCP an annual management fee in an amount agreed to between JCP and us from time to time, plus reasonable out-of-pocket expenses. It is not currently contemplated that we will pay a management fee to JCP. In addition, JCP may negotiate with us to provide additional management, financial or other corporate advisory services in connection with any transaction, including any acquisition, divestiture or financing, in which we may be, or may consider becoming, involved. The management agreement provides that JCP will be paid a transaction fee for such services rendered by JCP in an amount mutually agreed upon by JCP and us, plus reasonable out-of-pocket expenses. We did not pay JCP a transaction fee in connection with the consummation of the Buy-out Transaction. The management agreement has an initial term of ten years. The agreement will automatically renew for additional one year terms unless either we or JCP give written notice of termination within 90 days prior to the expiration of the initial term or any extension. There are no minimum levels of service required to be provided pursuant to the management agreement. The management agreement includes customary indemnification provisions in favor of JCP.

Other Relationships and Related Transactions

        Management Agreement with Harvest Partners, Inc.    Prior to the consummation of the Buy-out Transaction, Harvest Partners and its affiliates owned approximately 63% of our outstanding preferred stock and approximately 70% of our outstanding Class A common stock. In addition, Harvest Partners and its affiliates held $5.0 million principal amount of our then existing subordinated notes. Pursuant to an amended and restated management agreement between Harvest Partners and us, we paid Harvest Partners a quarterly management fee and reimbursed Harvest Partners for reasonable expenses. On an annual basis, the management fee in each of 2003 and 2004 was $495,600. Upon the consummation of the Buy-out Transaction, we paid Harvest a transaction fee in an amount equal to 0.826 times 2% of the aggregate purchase price of $124.0 million, or $2,048,480, at which time the management agreement was terminated. Harvest Partners no longer holds any of our equity or debt securities.

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        Management Agreement with Stonehenge Capital Company, LLC.    Prior to the consummation of the Buy-out Transaction, Stonehenge Capital owned approximately 17% of our outstanding preferred stock and approximately 20% of our Class A common stock. Pursuant to an amended and restated management agreement between Stonehenge Capital and us, we pay Stonehenge Capital a quarterly management fee and reimburse Stonehenge Capital for reasonable expenses. On an annual basis, the management fee in each of 2003 and 2004 was $104,400. Upon the consummation of the Buy-out Transaction, we paid Stonehenge Capital a transaction fee in an amount equal to 0.174 times 2% of the aggregate purchase price of approximately $124.0 million, or $431,520, at which time the management agreement was terminated. Stonehenge Capital no longer holds any of our equity or debt securities.

        Transaction Fee Agreement.    Pursuant to a transaction fee agreement by and among Edward J. DiPaolo, John B. Elstrott, Edgar Hotard, Daniel J. O'Leary, David L. Laxton and us, upon the consummation of the Buy-out Transaction, we paid a transaction fee in an amount equal to 2% of the aggregate purchase price of approximately $124.0 million, or $2,480,000, which was allocated among Messrs. DiPaolo, Elstrott, Hotard, O'Leary and Laxton. Messrs. DiPaolo, O'Leary and Laxton received $50,000, $1,240,000, and $620,000 of this amount, respectively, as dictated by the transaction fee agreement.

        Value Bonus Compensation.    Upon the consummation of the Buy-out Transaction, pursuant to value bonus compensation awards approved by our board of directors, certain members of management became eligible for value bonuses in an aggregate amount of $3,000,000, which bonuses were distributed to our named executive officers and other members of management as indicated below:

Name of Employee	Bonus
Daniel J. O'Leary	$	970,000
David L. Laxton, III	$	480,000
Robert L. Gilleland	$	420,000
Craig S. Kiefer	$	370,000
Other members of management collectively (5 persons)	$	760,000

        Furthermore, our board of directors approved an additional senior management bonus equal to 20% of the net proceeds from the sale of Edgen Corporation in excess of $64 million. The amount of this bonus was approximately $1.5 million in the aggregate, and was distributed among the senior management by the mutual agreement of Mr. Kleinman, a Harvest Partners board member, and Mr. O'Leary.

        Convertible Term Notes.    On October 25, 2000, we issued four convertible term notes, in an aggregate principal amount of $15.0 million, to certain stockholders of our company. Three convertible term notes were issued to affiliates of Harvest Partners: two notes to Harvest Partners III, L.P. in the initial principal amounts of approximately $8.7 million and approximately $2.5 million and one note to Harvest Partners III, Beteiligungsgesellschaft buergerlichen Rechts mit Haftungsbeschraenkung in the initial principal amount of approximately $1.5 million. The fourth convertible term note was issued to Bank One Equity Investors Inc. in the initial principal amount of approximately $2.2 million. In connection with the consummation of the Buy-out Transaction, we repaid the remaining principal and interest obligations of approximately $2.8 million in the aggregate (as of December 31, 2004) and these convertible term notes were terminated.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

Independent Auditors

        Our Audit Committee appointed Deloitte and Touche LLP ("D&T") as our Company's independent auditors to conduct the audit of our Company's books and records for the fiscal year ending December 31, 2005. D&T has served as our independent auditors since 1996.

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Principal Accounting Fees and Services

        The following table sets forth the aggregate fees incurred by the Company for services performed by D&T:

		Fiscal 2005		Fiscal 2004
Audit Fees		$	286,990	$	168,732
Audit Related Fees			457,935		—
Tax Fees			67,968		78,440
All Other Fees			—		—
	Total Fees	$	812,893	$	247,172

Audit Fees represent the aggregate fees billed or estimated to be billed to us for professional services rendered for the audit of our annual financial statements, review of financial statements included in our Form 10-Qs and services normally provided by our accountants in connection with statutory and regulatory filings or engagements.

Audit-Related Fees represent the aggregate fees billed to us or estimated to be billed to us for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit Fees" above. The nature of the services consisted principally of fees for the examination of offering circulars and a registration statement on Form S-4 in connection with the offering of our senior secured notes, and for the preparation of comfort letters issued to the initial purchaser of our senior secured notes. These services also included a closing balance sheet audit in connection with the acquisition of Western Flow and an annual audit of MIM US included in an offering circular.

Tax Fees represent the aggregate fees billed to us or estimated to be billed to us for professional services rendered for tax compliance, tax advice and tax planning. In fiscal year 2005, the services included tax advice and planning related to our operations in Canada.

All Other Fees represent the aggregate fees billed to us or estimated to be billed to us for products or services provided to us by D&T, other than the services reported in the above categories.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditor

        Our Audit Committee is responsible for appointing, setting compensation for and overseeing the work of the independent auditor. The Audit Committee has established a policy requiring its pre-approval of all audit and permissible non-audit services provided by the independent auditor. The Audit Committee considers whether such services are consistent with the rules of the SEC on auditor independence as well as whether the independent auditor is best positioned to provide the most effective and efficient service, for reasons such as familiarity with our Company's business, people, culture, accounting systems, risk profile and other factors and input from our management. The Audit Committee may delegate to one or more of its members the pre-approval of audit and permissible non-audit services provided that those members report any pre-approvals to the full committee. Pursuant to this authority, the Audit Committee has delegated to its Chair the authority to address any requests for pre-approval of services between Audit Committee meetings provided that the amount of fees for any particular services requested does not exceed $10,000, and the Chair must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The policy prohibits the Audit Committee from delegating to management the Audit Committee's responsibility to pre-approve permitted services of the independent auditor. All services performed by D&T have been or will be approved by the Audit Committee prior to performance in accordance with legal requirements.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

        (a) The following documents are filed as part of this report:

(1)

All Financial Statements.

        The financial statements listed in the Index to Consolidated Financial Statements under "Item 8. Financial Statements and Supplementary Data" are filed as part of this report.

(2)

Financial Statement Schedules.

        The financial statement schedules are not required under the related instructions or are inapplicable and therefore have been omitted.

(3)

Exhibits.

        The following is a list of exhibits filed as part of this report. Where so indicated, exhibits which were previously filed are incorporated by reference.

Exhibit No.	Description
2.1	Stock Purchase Agreement, dated as of December 31, 2004, by and among Edgen Acquisition Corporation, Edgen Corporation, the stockholders of Edgen Corporation parties thereto, and Harvest Partners III, LP. (incorporated by reference to Exhibit 2.1 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))
3.1	Amended and Restated Articles of Incorporation of Edgen Corporation. (incorporated by reference to Exhibit 3.1 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))
3.2	Amended and Restated Bylaws of Edgen Corporation
3.3	Articles of Incorporation of Edgen Louisiana Corporation. (incorporated by reference to Exhibit 3.3 of Edgen Corporation's Form S-4 dated June 14, 2005 filed with the SEC on June 14, 2005 (File No. 333-124543))
3.4	Bylaws of Edgen Louisiana Corporation. (incorporated by reference to Exhibit 3.4 of Edgen Corporation's Form S-4 dated June 14, 2005 filed with the SEC on June 14, 2005 (File No. 333-124543))
3.5	Articles of Organization of Edgen Alloy Products Group, L.L.C. (incorporated by reference to Exhibit 3.5 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))
3.6	Operating Agreement and Bylaws of Edgen Alloy Products Group, L.L.C. (incorporated by reference to Exhibit 3.6 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))
3.7	Articles of Organization of Edgen Carbon Products Group, L.L.C. (incorporated by reference to Exhibit 3.7 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))
3.8	Operating Agreement and Bylaws of Edgen Carbon Products Group, L.L.C. (incorporated by reference to Exhibit 3.8 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))

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3.9	Articles of Incorporation of Murray International Metals, Inc.
3.10	Bylaws of Murray International Metals, Inc.
4.1	Indenture, dated as of February 1, 2005, by and between Edgen Corporation (as successor in interest to Edgen Acquisition Corporation) and The Bank of New York, as trustee and collateral agent. (incorporated by reference to Exhibit 4.1 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))
4.2	Supplemental Indenture, dated as of February 1, 2005, by and among Edgen Corporation, Edgen Louisiana Corporation, Edgen Alloy Products Group, L.L.C., Edgen Carbon Products Group, L.L.C. and The Bank of New York, as trustee and collateral agent. (incorporated by reference to Exhibit 4.2 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))
4.3	Second Supplemental Indenture, dated as of December 16, 2005, by and among Edgen Corporation, Edgen Louisiana Corporation, Edgen Alloy Products Group, L.L.C., Edgen Carbon Products Group, L.L.C., Murrary International Metals, Inc. and The Bank of New York, as trustee and collateral agent. (incorporated by reference to Exhibit 99.2 of Edgen Corporation's Form 8-K dated December 21, 2005 filed with the SEC on December 21, 2005 (File No. 000-1318246))
4.4	Security Agreement, dated as of February 1, 2005, by and among Edgen Corporation, Edgen Louisiana Corporation, Edgen Alloy Products Group, L.L.C., Edgen Carbon Products Group, L.L.C. and The Bank of New York, as collateral agent. (incorporated by reference to Exhibit 4.3 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))
4.5	Supplement to Security Agreement, dated as of December 16, 2005, by Murray International Metals, Inc. and acknowledged and accepted by The Bank of New York, as collateral agent. (incorporated by reference to Exhibit 99.3 of Edgen Corporation's Form 8-K dated December 21, 2005 filed with the SEC on December 21, 2005 (File No. 333-124543))
4.4	Form of 97/8% Senior Secured Notes due 2011. (Included in Exhibit 4.1)
10.1	Purchase Agreement, dated December 7, 2005, by and between Edgen Corporation, Edgen Louisiana Corporation, Edgen Alloy Products Group, L.L.C., Edgen Carbon Products Group, L.L.C., Murray International Metals, Inc. and Jefferies & Company, Inc., as initial purchaser. (incorporated by reference to Exhibit 99.1 of Edgen Corporation's Form 8-K dated December 1, 2005 filed with the SEC on December 1, 2005 (File No. 333-124543))
10.2	Registration Rights Agreement, dated as of December 16, 2005, by and among Jefferies & Company, Inc., Edgen Corporation, Edgen Louisiana Corporation, Edgen Alloy Products Group, L.L.C., Edgen Carbon Products Group and Murray International Metals, Inc. (incorporated by reference to Exhibit 99.1 of Edgen Corporation's Form 8-K dated December 21, 2005 filed with the SEC on December 21, 2005 (File No. 333-124543))
10.3	Intercreditor Agreement, dated as of February 1, 2005, by and between GMAC Commercial Finance LLC, as agent, and The Bank of New York, as trustee, as acknowledged and agreed to by Edgen Corporation, Edgen Louisiana Corporation, Edgen Alloy Products Group, L.L.C. and Edgen Carbon Products Group. (incorporated by reference to Exhibit 10.3 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))

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10.4	Amended and Restated Loan and Security Agreement, dated February 1, 2005, among Edgen Carbon Products Group and L.L.C., Edgen Alloy Products Group, L.L.C., as borrowers, Edgen Corporation and Edgen Louisiana Corporation, as guarantors, the financial institutions party thereto, as lenders, and GMAC Commercial Finance LLC, as agent for the lenders. (incorporated by reference to Exhibit 10.4 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))
10.5	Credit facility consent letter, dated November 30, 2005, from GMAC Commercial Finance LLC, accepted and agreed by Edgen Carbon Products Group, L.L.C. and Edgen Alloy Products Group, L.L.C. and acknowledged and confirmed by Edgen Corporation and Edgen Louisiana Corporation. (incorporated by reference to Exhibit 99.2 of Edgen Corporation's Form 8-K dated December 1, 2005 filed with the SEC on December 1, 2005 (File No. 333-124543))
10.6	Joinder and Amendment No. 1, dated December 16, 2005, by and among Edgen Corporation, Murray International Metals, Inc. and the other Guarantors named therein and GMAC Commercial Finance LLC. (incorporated by reference to Exhibit 99.4 of Edgen Corporation's Form 8-K dated December 21, 2005 filed with the SEC on December 21, 2005 (File No. 333-124543))
10.7	Amended and Restated Employment Agreement, dated as of January 1, 2005, by and between Daniel J. O'Leary, Edgen Louisiana Corporation and Edgen Corporation. (incorporated by reference to Exhibit 10.5 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))
10.8	Amended and Restated Employment Agreement, dated as of January 1, 2005, by and between David L. Laxton, III, Edgen Louisiana Corporation and Edgen Corporation. (incorporated by reference to Exhibit 10.6 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))
10.9	Management Agreement, dated as of February 1, 2005, by and among FS Private Investments III LLC and Edgen Corporation. (incorporated by reference to Exhibit 10.9 of Edgen Corporation's Form S-4 dated June 14, 2005 filed with the SEC on June 14, 2005 (File No. 333-124543))
10.10	Edgen/Murray, L.P. Incentive Plan
10.11	Employment Agreement, dated as of January 1, 2004, by and among Robert L. Gilleland, Edgen Alloy Products Group, L.L.C., and Edgen Corporation
10.12	Amended and Restated Employment Agreement, dated as of April 30, 2004, by and between Craig S. Kiefer, Edgen Carbon Products Group, L.L.C., and Edgen Corporation
10.13	Transaction Fee Agreement, dated as of October 20, 2004, by and among Edgen Corporation, Jed DiPaolo, John B. Elstrott, Edgar Hotard, Dan O'Leary, and David L. Laxton III
21.1	Subsidiaries of Edgen Corporation
31.1	Certification of Chief Executive Officer pursuant to Rule 13a – 14(a) or 15d – 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Rule 13a – 14(a) or 15d – 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Daniel J. O'Leary, President and Chief Executive Officer of Edgen Corporation
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by David L. Laxton, III, Chief Financial Officer of Edgen Corporation

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SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	EDGEN CORPORATION
Date: March 31, 2006	By:	/s/  DANIEL J. O'LEARY Daniel J. O'Leary President and Chief Executive Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  DANIEL J. O'LEARY Daniel J. O'Leary	President and Chief Executive Officer and Director (Principal Executive Officer)	March 31, 2006
/s/  DAVID L. LAXTON, III David L. Laxton, III	Executive Vice-President, Chief Financial Officer and Director (Principal Financial Officer and Accounting Officer)	March 31, 2006
/s/  NICHOLAS DARAVIRAS Nicholas Daraviras	Director	March 31, 2006
/s/  JAMES L. LUIKART James L. Luikart	Director	March 31, 2006
/s/  EDWARD J. DIPAOLO Edward J. DiPaolo	Director	March 31, 2006

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INDEX TO EXHIBITS

Exhibit No.	Description
2.1	Stock Purchase Agreement, dated as of December 31, 2004, by and among Edgen Acquisition Corporation, Edgen Corporation, the stockholders of Edgen Corporation parties thereto, and Harvest Partners III, LP. (incorporated by reference to Exhibit 2.1 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))
3.1	Amended and Restated Articles of Incorporation of Edgen Corporation. (incorporated by reference to Exhibit 3.1 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))
3.2	Amended and Restated Bylaws of Edgen Corporation
3.3	Articles of Incorporation of Edgen Louisiana Corporation. (incorporated by reference to Exhibit 3.3 of Edgen Corporation's Form S-4 dated June 14, 2005 filed with the SEC on June 14, 2005 (File No. 333-124543))
3.4	Bylaws of Edgen Louisiana Corporation. (incorporated by reference to Exhibit 3.4 of Edgen Corporation's Form S-4 dated June 14, 2005 filed with the SEC on June 14, 2005 (File No. 333-124543))
3.5	Articles of Organization of Edgen Alloy Products Group, L.L.C. (incorporated by reference to Exhibit 3.5 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))
3.6	Operating Agreement and Bylaws of Edgen Alloy Products Group, L.L.C. (incorporated by reference to Exhibit 3.6 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))
3.7	Articles of Organization of Edgen Carbon Products Group, L.L.C. (incorporated by reference to Exhibit 3.7 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))
3.8	Operating Agreement and Bylaws of Edgen Carbon Products Group, L.L.C. (incorporated by reference to Exhibit 3.8 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))
3.9	Articles of Incorporation of Murray International Metals, Inc.
3.10	Bylaws of Murray International Metals, Inc.
4.1	Indenture, dated as of February 1, 2005, by and between Edgen Corporation (as successor in interest to Edgen Acquisition Corporation) and The Bank of New York, as trustee and collateral agent. (incorporated by reference to Exhibit 4.1 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))
4.2	Supplemental Indenture, dated as of February 1, 2005, by and among Edgen Corporation, Edgen Louisiana Corporation, Edgen Alloy Products Group, L.L.C., Edgen Carbon Products Group, L.L.C. and The Bank of New York, as trustee and collateral agent. (incorporated by reference to Exhibit 4.2 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))

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4.3	Second Supplemental Indenture, dated as of December 16, 2005, by and among Edgen Corporation, Edgen Louisiana Corporation, Edgen Alloy Products Group, L.L.C., Edgen Carbon Products Group, L.L.C., Murrary International Metals, Inc. and The Bank of New York, as trustee and collateral agent. (incorporated by reference to Exhibit 99.2 of Edgen Corporation's Form 8-K dated December 21, 2005 filed with the SEC on December 21, 2005 (File No. 000-1318246))
4.4	Security Agreement, dated as of February 1, 2005, by and among Edgen Corporation, Edgen Louisiana Corporation, Edgen Alloy Products Group, L.L.C., Edgen Carbon Products Group, L.L.C. and The Bank of New York, as collateral agent. (incorporated by reference to Exhibit 4.3 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))
4.5	Supplement to Security Agreement, dated as of December 16, 2005, by Murray International Metals, Inc. and acknowledged and accepted by The Bank of New York, as collateral agent. (incorporated by reference to Exhibit 99.3 of Edgen Corporation's Form 8-K dated December 21, 2005 filed with the SEC on December 21, 2005 (File No. 333-124543))
4.4	Form of 97/8% Senior Secured Notes due 2011. (Included in Exhibit 4.1)
10.1	Purchase Agreement, dated December 7, 2005, by and between Edgen Corporation, Edgen Louisiana Corporation, Edgen Alloy Products Group, L.L.C., Edgen Carbon Products Group, L.L.C., Murray International Metals, Inc. and Jefferies & Company, Inc., as initial purchaser. (incorporated by reference to Exhibit 99.1 of Edgen Corporation's Form 8-K dated December 1, 2005 filed with the SEC on December 1, 2005 (File No. 333-124543))
10.2	Registration Rights Agreement, dated as of December 16, 2005, by and among Jefferies & Company, Inc., Edgen Corporation, Edgen Louisiana Corporation, Edgen Alloy Products Group, L.L.C., Edgen Carbon Products Group and Murray International Metals, Inc. (incorporated by reference to Exhibit 99.1 of Edgen Corporation's Form 8-K dated December 21, 2005 filed with the SEC on December 21, 2005 (File No. 333-124543))
10.3	Intercreditor Agreement, dated as of February 1, 2005, by and between GMAC Commercial Finance LLC, as agent, and The Bank of New York, as trustee, as acknowledged and agreed to by Edgen Corporation, Edgen Louisiana Corporation, Edgen Alloy Products Group, L.L.C. and Edgen Carbon Products Group. (incorporated by reference to Exhibit 10.3 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))
10.4	Amended and Restated Loan and Security Agreement, dated February 1, 2005, among Edgen Carbon Products Group and L.L.C., Edgen Alloy Products Group, L.L.C., as borrowers, Edgen Corporation and Edgen Louisiana Corporation, as guarantors, the financial institutions party thereto, as lenders, and GMAC Commercial Finance LLC, as agent for the lenders. (incorporated by reference to Exhibit 10.4 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))
10.5	Credit facility consent letter, dated November 30, 2005, from GMAC Commercial Finance LLC, accepted and agreed by Edgen Carbon Products Group, L.L.C. and Edgen Alloy Products Group, L.L.C. and acknowledged and confirmed by Edgen Corporation and Edgen Louisiana Corporation. (incorporated by reference to Exhibit 99.2 of Edgen Corporation's Form 8-K dated December 1, 2005 filed with the SEC on December 1, 2005 (File No. 333-124543))

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10.6	Joinder and Amendment No. 1, dated December 16, 2005, by and among Edgen Corporation, Murray International Metals, Inc. and the other Guarantors named therein and GMAC Commercial Finance LLC. (incorporated by reference to Exhibit 99.4 of Edgen Corporation's Form 8-K dated December 21, 2005 filed with the SEC on December 21, 2005 (File No. 333-124543))
10.7	Amended and Restated Employment Agreement, dated as of January 1, 2005, by and between Daniel J. O'Leary, Edgen Louisiana Corporation and Edgen Corporation. (incorporated by reference to Exhibit 10.5 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))
10.8	Amended and Restated Employment Agreement, dated as of January 1, 2005, by and between David L. Laxton, III, Edgen Louisiana Corporation and Edgen Corporation. (incorporated by reference to Exhibit 10.6 of Edgen Corporation's Form S-4 dated May 2, 2005 filed with the SEC on May 2, 2005 (File No. 333-124543))
10.9	Management Agreement, dated as of February 1, 2005, by and among FS Private Investments III LLC and Edgen Corporation. (incorporated by reference to Exhibit 10.9 of Edgen Corporation's Form S-4 dated June 14, 2005 filed with the SEC on June 14, 2005 (File No. 333-124543))
10.10	Edgen/Murray L.P., Incentive Plan
10.11	Employment Agreement, dated as of January 1, 2004, by and among Robert L. Gilleland, Edgen Alloy Products Group, L.L.C., and Edgen Corporation
10.12	Amended and Restated Employment Agreement, dated as of April 30, 2004, by and between Craig S. Kiefer, Edgen Carbon Products Group, L.L.C., and Edgen Corporation
10.13	Transaction Fee Agreement, dated as of October 20, 2004, by and among Edgen Corporation, Jed DiPaolo, John B. Elstrott, Edgar Hotard, Dan O'Leary, and David L. Laxton III
21.1	Subsidiaries of Edgen Corporation
31.1	Certification of Chief Executive Officer pursuant to Rule 13a – 14(a) or 15d – 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Rule 13a – 14(a) or 15d – 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Daniel J. O'Leary, President and Chief Executive Officer of Edgen Corporation
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by David L. Laxton, III, Chief Financial Officer of Edgen Corporation

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QuickLinks

EDGEN CORPORATION
FORWARD-LOOKING STATEMENTS
PART I

ITEM 1. BUSINESS

Summary of Primary Distributed Products

ITEM 1A. RISK FACTORS

ITEM IB. UNRESOLVED STAFF COMMENTS
ITEM 2. PROPERTIES

Summary of Leased and Owned Facilities

ITEM 3. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 6. SELECTED FINANCIAL DATA

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EDGEN CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2005 and 2004
EDGEN CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET
EDGEN CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

SIGNATURES
INDEX TO EXHIBITS

EX-3.2

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Exhibit 3.2

AMENDED AND RESTATED
  
BY-LAWS
  
OF
  
EDGEN CORPORATION

Effective Date: August 25, 2005
   
ARTICLE I
   
Shareholders' Meetings; Voting

        Section 1.1.    Annual Meetings.    An annual meeting of shareholders shall be held for the election of directors at such time and place either within or without the State of Nevada as may be designated by the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.

        Section 1.2.    Special Meetings.    Special meetings of shareholders may be called at any time by the Chairman of the Board, the President, the Board of Directors, or as provided in Section 2.2, to be held at such date, time and place either within or without the State of Nevada as may be stated in the notice of the meeting. A special meeting of shareholders shall be called by the Secretary upon the written request, stating the purpose of the meeting, of shareholders who together own of record at least ten percent (10%) of the outstanding shares of stock entitled to vote at such meeting.

        Section 1.3.    Notice of Meetings.    Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting. and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the records of the Corporation. The Corporation shall, at the written request of any shareholder, cause such notice to such shareholder to be confirmed to such other address and/or by such other means as such shareholder may reasonably request, provided that if such written request is received after the date any such notice is mailed, such request shall be effective for subsequent notices only.

        Section 1.4.    Adjournments.    Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

        Section 1.5.    Quorum.    At each meeting of shareholders, except where otherwise provided by law or the articles of incorporation or these by-laws, the holders of a majority of the outstanding shares of each class of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. With respect to any matter on which shareholders vote separately as a class, the holders of a majority of the outstanding shares of such class shall constitute a quorum for a meeting with respect to such matter. Two or more classes or series of stock shall be considered a single class for purposes of determining existence of a quorum for any matter to be acted on if the holders thereof are entitled or required to vote together as a single class at the meeting on such matter. In the absence of

a quorum the shareholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided by Section 1.4 of these by-laws until a quorum shall attend.

        Section 1.6.    Organization.    Meetings of shareholders shall be presided over by the Chairman of the Board, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

        Section 1.7.    Voting Proxies.    Unless otherwise provided in the articles of incorporation, each shareholder entitled to vote at any meeting of shareholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after six months from its date, unless the proxy provides for a longer period, not to exceed seven years. Any proxy properly created is not revoked and continues in full force and effect until another instrument or transmission revoking it or a properly created proxy bearing a later date is filed with or transmitted to the secretary of the Corporation or another person or persons appointed by the corporation to count the votes of stockholders and determine the validity of proxies and ballots. Voting at meetings of shareholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding shares of any class of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. At all meetings of shareholders for the election of directors, such election and all other elections and questions shall, unless otherwise provided by law or by the articles of incorporation or these by-laws, be decided by the vote of the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at the meeting, voting as a single class.

        Section 1.8.    Fixing Date for Determination of Shareholders of Record.    In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

        Section 1.9.    List of Shareholders Entitled to Vote.    The Secretary shall prepare and make, at least ten days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting. either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any shareholder who is present.

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        Section 1.10.    Consent of Shareholders in Lieu of Meeting.    To the extent provided by any statute at the time in force, whenever the vote of shareholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by any statute, by the articles of incorporation or by these by-laws, the meeting and prior notice thereof and vote of shareholders may be dispensed with if the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to such corporate action without a meeting by less than unanimous written consent and notice thereof shall be given to those shareholders who have not consented in writing.

ARTICLE II
   
Board of Directors

        Section 2.1.    Powers; Number; Qualifications.    The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the articles of incorporation. The number of Directors which shall constitute the whole Board of Directors shall not be less than one (1) nor more than nine (9). Within such limits, the number of directors may be fixed from time to time by vote of the shareholders or of the Board of Directors, at any regular or special meeting, subject to the provisions of the articles of incorporation.

        Section 2.2.    Election; Term of Office; Resignation; Removal; Vacancies; Special Elections.    Except as otherwise provided in this Section 2.2, the directors shall be elected annually at the annual meeting of the shareholders by a plurality of the votes cast. Each director (whenever elected) shall hold office until the annual meeting of shareholders or any special meeting of shareholders called to elect directors next succeeding his election and until his successor is elected and qualified or until his earlier resignation or removal, except as provided in the articles of incorporation. Any director may resign at any time upon written notice to the Board of Directors or to the Chairman of the Board or to the President of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Any director may be removed with or without cause at any time upon the affirmative vote of the holders of two-thirds of the outstanding shares of stock of the Corporation entitled to vote for the election of such director, given at a special meeting of such shareholders called for the purpose. If any vacancies shall occur in the Board of Directors, by reason of death, resignation, removal or otherwise, or if the authorized number of directors shall be increased, the directors then in office shall continue to act, and such vacancies may be filled by a majority of the directors then in office, though less than a quorum; provided, however, that whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the articles of incorporation, vacancies and newly created directorships of such class or classes or series shall be filled by a majority of the directors elected by such class or classes or series thereof then in office though less than a quorum or by a sole remaining director so elected. Any such vacancies or newly created directorships may also be filled upon the affirmative vote of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote for the election of directors, given at a special meeting of the shareholders called for the purpose.

        Section 2.3.    Regular Meetings.    Regular meetings of the Board of Directors may be held at such places within or without the State of Nevada and at such times as the Board may from time to time determine, and if so determined notice thereof need not be given.

        Section 2.4.    Special Meetings.    Special meetings of the Board of Directors may be held at any time or place within or without the State of Nevada whenever called by the Chairman of the Board, by the President or by any two directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

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        Section 2.5.    Telephonic Meetings Permitted.    Unless otherwise restricted by the articles of incorporation or these by-laws, any member of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

        Section 2.6.    Quorum: Vote Required for Action.    At all meetings of the Board of Directors the presence of a majority of the total number of directors, including at least one of the Jefferies Directors (as defined below), shall constitute a quorum for the transaction of business. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall attend.

        Unless otherwise provided in the articles of incorporation, approval of any action by the Board, including an amendment to these by-laws, shall require the affirmative vote of at least a majority of the directors present at any meeting at which a quorum is present, provided that, unless all Jefferies Directors present at such meeting abstain on such vote, such majority must include at least one Jefferies Director. For the purposes of this Section 2.6, "Jefferies Director" shall mean James L. Luikart or Nicholas Daraviras (so long as either is a director of the Company) or any other different or additional directors of the Company designated as a "Jefferies Director" in a written notice to the Company from ING Furman Selz Investors III L.P., a Delaware limited partnership.

        Section 2.7.    Organization.    Meetings of the Board of Directors shall be presided over by the Chairman of the Board, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

        Section 2.8.    Action by Directors Without a Meeting.    Unless otherwise restricted by the articles of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consents thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE III
   
Committees

        Section 3.1.    Committees.    The Board of Directors may, by resolution passed by a majority of the total number of directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent provided in the resolution of the Board, and unless otherwise restricted by the articles of incorporation or these by-laws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, to the full extent permitted by law.

        Section 3.2.    Committee Rules.    Unless the Board of Directors otherwise provides, each committee designated by the Board may adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by the Board or a provision in the rules of such committee to the contrary, the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of all such member present at a meeting shall be the act of such committee, and in other respects each committee shall conduct its business pursuant to Article II of these by-laws.

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ARTICLE IV
   
Officers

        Section 4.1.    Officers: Election.    As soon as practicable after the annual meeting of shareholders in each year, the Board shall elect a President, Secretary, and a Treasurer. The Board may also elect a Chairman of the Board, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers and may give any of them such further designations or alternate titles as it considers desirable. Any number of offices may be held by the same person.

        Section 4.2.    Term of Office; Resignation; Removal; Vacancies.    Except as otherwise provided in the resolution of the Board of Directors electing any officer, each officer shall hold office until the first meeting of the Board after the annual meeting of shareholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Board or to the President of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board may remove any officer with or without cause at any time, provided that such action by the Board shall require the vote of a majority of the whole Board. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election of an officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall or may be filled for the unexpired portion of the term by the Board at any regular or special meeting in the manner provided in Section 4. 1 for election of officers following the annual meeting of shareholders.

        Section 4.3.    President.    The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the board of directors are carried into effect. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

        Section 4.4.    Vice Presidents.    The Vice President or Vice Presidents, at the request of the President or in his absence or during his inability to act, shall perform the duties of the President, and when so acting shall have the powers of the President. If there be more than one Vice President, the Board of Directors may determine which one or more of the Vice Presidents shall perform any of such duties; or if such determination is not made by the Board, the President may make such determination; otherwise any of the Vice Presidents may perform any of such duties. The Vice President or Vice Presidents shall have such other powers and perform such other duties as may be assigned to him or them by the Board or the President or as may be provided by law.

        Section 4.5.    Secretary.    The Secretary shall have the duty to record the proceedings of the meetings of the shareholders, the Board of Directors and any committees in a book to be kept for that purpose; he shall see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; he shall be custodian of the records of the Corporation; he may affix the corporate seal to any document the execution of which, on behalf of the Corporation, is duly authorized, and when so affixed may attest the same; and, in general, he shall perform all duties incident to the office of secretary of a corporation, and such other duties as, from time to time, may be assigned to him by the Board or the President or as may be provided by law.

        Section 4.6.    Treasurer.    The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit or cause to be deposited, in

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the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by or under authority of the Board of Directors; if required by the Board, he shall give a bond for the faithful discharge of his duties, with such surety or sureties as the Board may determine; he shall keep or cause to be kept full and accurate records of all receipts and disbursements in books of the Corporation and shall render to the President and to the Board, whenever requested, an account of the financial condition of the Corporation; and, in general, he shall perform all the duties incident to the office of treasurer of a corporation, and such other duties as may be assigned to him by the Board or the President or as may be provided by law.

        Section 4.7.    Other Officers.    The other officers, if any, of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in a resolution adopted by the Board of Directors which is not inconsistent with these by-laws and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent or employee to give security for the faithful performance of his duties.

ARTICLE V
  
Stock

        Section 5.1.    Certificates.    Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board of Directors, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by him in the Corporation. If such certificate is manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

        Section 5.2.    Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates.    The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VI
   
Miscellaneous

        Section 6.1.    Seal.    The Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

        Section 6.2.    Waiver of Notice of Meetings of Shareholders, Directors and Committees.    Whenever notice is required to be given by law or under any provision of the articles of incorporation or these by-laws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of,

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any regular or special meeting of the shareholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the articles of incorporation or these by-laws.

        Section 6.3.    Form of Records.    Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

        Section 6.4.    Dividends.    Dividends upon the stock of the Corporation, subject to the provisions of the articles of incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, bonds, in property, or in shares of stock, subject to the provisions of the articles of incorporation.

        Section 6.5.    Reserves.    Before the payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purposes as the directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve.

        Section 6.6.    Checks.    All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

        Section 6.7.    Fiscal Year.    The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

        Section 6.8.    Offices.    The registered office of the Corporation shall be in the City of Carson City, County of Carson City, State of Nevada. The Corporation may also have offices at such other places within or outside the State of Nevada as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE VII
  
Amendments

        Section 7.1.    Amendments.    These by-laws may be altered, amended or repealed at any regular meeting of the shareholders or of the Board of Directors or at any special meeting of the shareholders or of the Board of Directors if notice of such alteration, amendment or repeal be contained in the notice of such special meeting.

ARTICLE VIII
   
Indemnification

        Section 8.1.    Indemnification.    The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person, or a person of whom he or she is the legal representative, is or was a director, officer, employee or agent of the Corporation or any predecessor of the Corporation, or serves or served any other enterprise as a director, officer, employee or agent at the request of the Corporation or any predecessor of the Corporation.

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        The Corporation shall pay any expenses reasonably incurred by a director or officer in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation under this Article or otherwise. The Corporation may, by action of its Board of Directors, provide for the payment of such expenses incurred by employees and agents of the Corporation as it deems appropriate.

        The rights conferred on any person under this Article shall not be deemed exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the Corporation's articles of incorporation, by-laws, agreement, vote of shareholders or disinterested directors or otherwise. All rights to indemnification and to the advancement of expenses under this Article shall be deemed to be provided by a contract between the Corporation and the director, officer, employee or agent who serves in such capacity at any time while these By-Laws and any other relevant provisions of the General Corporation Law of the State of Nevada and any other applicable law, if any, are in effect. Any repeal or modification thereof shall not affect any rights or obligations then existing. For purposes of this Article, references to the Corporation' shall be deemed to include any subsidiary of the Corporation now or hereafter organized under the laws of the State of Nevada.

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QuickLinks

AMENDED AND RESTATED BY-LAWS OF EDGEN CORPORATION
Effective Date: August 25, 2005 ARTICLE I Shareholders' Meetings; Voting
ARTICLE II Board of Directors
ARTICLE III Committees
ARTICLE IV Officers
ARTICLE V Stock
ARTICLE VI Miscellaneous
ARTICLE VII Amendments
ARTICLE VIII Indemnification

EX-3.9

Exhibit 3.9

ARTICLES OF INCORPORATION
of
MURRAY INTERNATIONAL METALS, INC.

ARTICLE ONE

The name of the corporation is Murray International Metals, Inc.

ARTICLE TWO

The period of duration is perpetual.

ARTICLE THREE

The purpose for which the corporation is organized is the transaction of any and all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is Ten Thousand (10,000), with no par value.

ARTICLE FIVE

The corporation will not commence business until it has received for the issuance of shares consideration of the value of One Thousand Dollars ($1,000) consisting of money, labor done or property received.

ARTICLE SIX

The corporation shall indemnify its officers, directors, employees and agents of the corporation to the full extent permitted by the Texas Business Corporation Act, as amended, with no restrictions to such indemnification intended hereby.

ARTICLE SEVEN

The street address of the initial registered office is 811 Dallas Avenue, Houston, Texas 77002 and the name of its initial registered agent at such address is C T Corporation System.

ARTICLE EIGHT

The number of directors constituting the initial board of directors is five (5), and the names and addresses of the persons who are to serve as the initial directors until the first annual meeting of the shareholders or until their successors are elected and qualified are:

David Edward Murray	Edinburgh, Scotland
James MacDonald	Edinburgh, Scotland
Kenneth Andrew Cockburn	Edinburgh, Scotland
Patrick Joseph Boyle	Edinburgh, Scotland
William Hamilton	Dunblane, Scotland

ARTICLE NINE

The name and address of the incorporator is:

Kim M. O’Brien

Griggs & Harrison, P.C.

1301 McKinney, Suite 3200

Houston, Texas  77101

IN WITNESS WHEREOF, I have hereunto set my hand this 16^th day of April, 1997.

/s/ Kim M. O’Brien

Kim M. O’Brien

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EX-3.10

Exhibit 3.10

BYLAWS
OF
MURRAY INTERNATIONAL METALS, INC.

ARTICLE I.

Section 1.1.Registered Office and Agent.  The registered office of the corporation is located at 311 Dallas Ave., Houston, Texas 77002.  The name of its registered agent is C T Corporation System.

Section 1.2.Other Offices.  The corporation may have, in addition to its registered office, offices and places of business at such places, both within and without the State of Texas, as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II.

MEETINGS OF SHAREHOLDERS

Section 2.1.Place of Meetings.  All meetings of shareholders shall be held at the principal place of business of the corporation or at such other place within or without the State of Texas as may be designated by the Board of Directors or officer calling the meeting.

Section 2.2.Annual Meeting.  The annual meeting of the shareholders of the corporation for the election of directors and for the transaction of such other business as may come before the meeting shall be held on such date and at such place and time as the Board of Directors may determine.  Failure to hold the annual meeting at the designated time shall not work a dissolution of the corporation and any business transacted at said meeting shall have the same validity as if transacted on the date designated herein.

Section 2.3.Special Meetings.  Special meetings of the shareholders may be called by the Chairman of the Board of Directors or the Board of Directors.  Special meetings of shareholders may also be called by the Secretary upon the written request of the holders of shares entitled to not less than ten percent of all the votes entitled to be cast at such meeting.  Such request shall state the purpose or purposes of such meeting and the matters proposed to be acted on at the meeting.  It shall be the duty of the Secretary to fix the date of the meeting to be held not less than ten nor more than sixty days after the receipt of the request and to give due notice thereof.  If the Secretary shall neglect or refuse to fix the date for the meeting and give notice thereof, the person or persons calling the meeting may do so.

Section 2.4.Notice of Meeting.  Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the meeting to the shareholders of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at

his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 2.5.Closing of Transfer Books and Fixing Record Date.  The Board of Directors may fix, in advance, a date as the record date for the purpose of determining shareholders entitled to notice of, or to vote at, any meeting of shareholders, or shareholders entitled to receive payment of any dividend or the allotment of any rights, or in order to make a determination of shareholders for any other proper purpose.  Such date, in any case, shall be not more than sixty days, and in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken.  In lieu of fixing a record date, the Board of Directors may provide that the stock transfer books shall be closed for a stated period not to exceed, in any case, sixty days.  If the stock transfer books are closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting.

Section 2.6.Voting List.  The officer or agent having charge of the stock transfer books of the corporation shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder throughout the entire meeting.  The original stock transfer books shall be prima facie evidence of the identity of the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.  Failure to comply with any requirements of this Section shall not affect the validity of any action taken at such meeting.

Section 2.7.Voting at Meetings.  Any holder of shares of the corporation entitled to vote shall be entitled to one vote for each share held.

Section 2.8.Proxies.  A shareholder may vote either in person or by proxy executed in writing by him or by his duly authorized attorney in fact.  No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.  Each proxy shall be revocable unless expressly provided therein to be irrevocable or unless otherwise made irrevocable by law.  Each proxy shall be filed with the Secretary of the corporation prior to or at the time of the meeting.  Any vote may be taken viva voce or by show of hands unless someone entitled to vote objects, in which case written ballots shall be used.

Section 2.9.Quorum of Shareholders.  Except as provided in the immediately following sentence or as otherwise required by applicable law, the presence in person or by proxy of the holders of a majority of the shares entitled to vote, shall constitute a quorum for the transaction of business.  In the case of special shareholders’ meetings called exclusively for the filling of vacancies on the Board of Directors, the quorum required for such special meeting shall be such percentage as is provided for in Section 3.4 of these bylaws, as same may be amended from time to time.  If a quorum is not represented, a majority in interest of those represented may

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adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.  The vote of the holders of a majority of the shares entitled to vote and represented at a meeting at which a quorum is present shall be the act of the shareholders’ meeting, unless the vote of a greater number is required by law, the Articles of Incorporation or these bylaws.

Section 2.10.Conduct of Meetings.  The Chairman of the Board of Directors, if any, or the President shall preside at, and the Secretary shall keep the records of, each meeting of shareholders.  In the absence of either such officer, his duties shall be performed by another officer of the corporation appointed at the meeting.

Section 2.11.Action Without Meeting.  Any action which may be taken at a meeting of shareholders, directors, or any committee may be taken without a meeting if authorized by a writing signed by all of the persons who would be entitled to vote on such action at a meeting, and filed with the Secretary of the corporation.

ARTICLE III.

BOARD OF DIRECTORS

Section 3.1.Management of the Corporation.  The business and affairs of the corporation shall be managed by its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts or things not directed or required by statute, by the Articles of Incorporation or by these bylaws to be done by the shareholders.

Section 3.2.Number and Tenure.  The number of directors shall not be less than one (1) nor more than five (5).  The number of directors may be increased or decreased from time to time by amendment to these bylaws but no decrease shall have the effect of shortening the term of any incumbent director.  The directors shall be elected by the shareholders annually in accordance with the provisions of these bylaws.

Unless soon removed in accordance with these bylaws, members of the Board of Directors shall hold office until the next annual meeting of the shareholders and until their successors shall have been elected and qualified.

Section 3.3.Qualifications.  Directors need not be shareholders or residents of the State of Texas.

Section 3.4.Vacancies.  Any vacancy occurring in the Board of Directors (by death, resignation, removal, or otherwise) may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors.  A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 3.5.Place of Meeting.  Meetings of the Board of Directors may be held either within or without the State of Texas, at whatever place has been designated from time to

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time by resolution of the Board or by written consent of all members of the Board.  In the absence of specific designation, the meetings shall be held at the principal place of business of the corporation.

Section 3.6.Regular Meetings.  The Board of Directors shall meet each year immediately following the annual meeting of the shareholders, at the place of such meeting, for the transaction of such business as may properly be brought before it.  No notice of annual meetings need be given to either old or new members of the Board of Directors.  Regular meetings may be held at such other times as shall be designated by the Board of Directors.

Section 3.7.Special Meetings.  Special meetings of the Board of Directors may be held at any time upon the call of the Chairman of the Board of Directors or, if he is absent or unable or refuses to act, by any two directors of the corporation.  Written notice of the time, place, and purpose of the special meeting shall be delivered personally to each director, sent by mail or telefax to the last known address of such director not later than four days before the day appointed for the meeting.  Oral notice may be substituted for such written notice if given not later than one day before the meeting.  Notice of the time, place and purpose of such meeting may be waived in writing before or after such meeting, and shall be equivalent to the giving of notice.  Attendance of a director at such meeting shall also constitute a waiver of notice thereof, except where he attends for the announced purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.  Except as otherwise herein provided, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 3.8.Quorum.  A majority of directors at the time in office shall constitute a quorum for the transaction of business at any regular or special meeting of the Board of Directors, but a smaller number may adjourn from time to time until they can secure the attendance of a quorum.  The act of a majority of the directors present at any meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation or elsewhere in these bylaws.

Section 3.9.Compensation.  Directors as such shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, that nothing contained herein shall be considered to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 3.10.Removal.  Subject to the provisions of the Texas Business Corporation Act, the entire Board of Directors or any individual director may be removed from office, either with or without cause, at any meeting of shareholders called for that purpose by the affirmative vote of the number and class(es) of shares required to initially elect such director.  The notice calling such meeting shall give notice of intention to act upon such matter.  Any vacancy in the Board of Directors caused by removal of any or all directors may be filled at the same meeting in the manner provided in Section 3.4 of these bylaws.

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Section 3.11.Conduct of Meetings.  The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors.  In the absence of the Chairman, the directors present at the meeting shall select one of their number to preside as chairman at that meeting.  The Secretary of the corporation, or in his absence, any person appointed by the presiding officer, shall act as Secretary of the meeting.

Section 3.12.Board Committees.  The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more other committees to conduct such business and affairs of the corporation as the Board, by resolution, may provide.  The Board of Directors, by a majority vote, shall have the power at any time to change the powers and members of any committees, to fill vacancies, and to dispose of any committee.  Members of any committee shall receive such compensation as the Board of Directors may from time to time provide.  The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

Section 3.13.Action Without Meeting.  Any action which may be taken at a meeting of shareholders, directors, or any committee may be taken without a meeting if authorized by a writing signed by all of the persons who would be entitled to vote on such action at a meeting, and filed with the Secretary of the corporation.

ARTICLE IV.

OFFICERS

Section 4.1.Officers.  The officers of the corporation shall be elected by the Board of Directors, and shall consist of a President and a Secretary and may consist of a Vice President or Vice Presidents, a Treasurer and such Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time designate, all of whom shall hold office until their successors are elected and qualified.  Two or more offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required by law, the Articles of Incorporation or these bylaws to be executed, acknowledged or verified by two or more officers.

Section 4.2.Salaries.  The salaries of the officers shall be determined by the Board of Directors, and may be altered by the Board from time to time except as otherwise provided by contract.  No officer shall be prevented from receiving such salary by reason of fact that he is also a director of the corporation.  All officers shall be entitled to be paid or reimbursed for all costs and expenditures incurred in the corporation’s business.

Section 4.3.Vacancies.  Whenever any vacancies shall occur in any office by death, resignation, removal, increase in the number of officers of the corporation, or otherwise, the same shall be filled by the Board of Directors, and the officer so elected shall hold office for the unexpired term and until his successor is chosen and qualified.

Section 4.4.Removal.  Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best

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interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.5.President.  The corporation shall appoint a President.  The President shall be the principal executive officer of the corporation, and, subject to the control of the Board of Directors, shall in general direct, supervise and control all of the business and officers of the corporation.  He may sign, with the Secretary or any other proper officer of the corporation, thereunto, authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly reserved to the Board of Directors by these bylaws or delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed and executed, and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.  The President may exercise the powers given by applicable law to the President of a corporation.

Section 4.6.Vice Presidents.  Any Vice President shall, under the direction and subject to the control of the Board of Directors, perform such duties as may be assigned to such Vice President.

Section 4.7.Secretary.  It shall be the duty of the Secretary to attend all meetings of the shareholders and Board of Directors and record correctly the proceedings at such meetings in a book suitable for that purpose.  It shall also be the duty of the Secretary to attest with his signature and the seal of the corporation all stock certificates issued by the corporation and to keep at the corporation’s principal place of business a stock ledger in which shall be correctly recorded all transactions pertaining to the capital stock of the corporation.  He shall also attest with his signature and the seal of the corporation all deeds, conveyances or other instruments requiring the seal of the corporation.  The Secretary shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law.  The person holding the office of Secretary shall also perform, under the direction and subject to the control of the Board of Directors, such other duties as may be assigned to him.  The duties of the Secretary may also be performed by any Assistant Secretary, or if there be none, by the Treasurer.  In the absence or inability to act, or the refusal or neglect to act, of the Secretary, Assistant Secretary, and Treasurer, any person authorized by the President, any Vice President, or Board of Directors, may perform the functions of the Secretary.

Section 4.8.Treasurer.  The Treasurer, if one shall be elected, shall have charge and custody of all moneys of the corporation as may be committed to his keeping and account for the same.  He shall be prepared at all times to give information as to the condition of the corporation and shall make a detailed annual report of the entire business and financial condition of the corporation.  The person holding the office of Treasurer shall also perform, under the direction and subject to the control of the Board of Directors, such other duties as may be assigned to him.  The duties of the Treasurer may also be performed by any Assistant Treasurer, or if there be none, by the Secretary.  In the absence or inability to act, or the refusal or neglect to

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act, of the Treasurer, Assistant Treasurer, and Secretary, any person authorized by the President, any Vice President, or Board of Directors may perform the functions of Treasurer.

Section 4.9.Delegation of Authority.  In the case of any absence of any officer of the corporation or for any other reason that the Board may deem sufficient, the Board of Directors may delegate some or all of the powers or duties of such officer to any other officer or to any director, employee, shareholder or agent for whatever period of time seems desirable, providing that a majority of the entire Board concurs therein.

Section 4.10.Board of Directors’ Approval.  The following activities and transactions by the corporation and any of its subsidiaries require the affirmative approval of the Board of Directors and cannot be performed by the officers of the corporation without such board approval:

(a)All financing and refinancing arrangements, capital leases and loan agreements.

(b)The hiring of outside consultants, including, but not limited to, legal advisors and accountants.

(c)All acquisitions of assets or stock.

(d)All disposition of assets or stock.

(e)The purchase of stock from shareholders.

(f)Annual budgets.

(g)Lawsuits and settlements.

(h)The appointment or reappointment of the President or the Chief Executive Officer or any other officer.

(i)The appointment of any committee or any executive to any committee.

(j)Remuneration payable to the President and all officers and senior executives.

(k)Any increase in the capital of the corporation.

(l)All other matters and contracts which by these bylaws or the laws of the State of Texas or other applicable law are required to be carried out by the Board of Directors.

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ARTICLE V.

NOTICES

Section 5.1.Manner of Giving Notice.  Whenever, under the provisions of the statutes or of the Articles of Incorporation or of these bylaws, notice is required to be given to any committee member, director or shareholder and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given in writing by mail, postage prepaid, addressed to such member, director or shareholder at his address as it appears on the records or, in the case of a shareholder, the stock transfer books of the corporation.  Any notice required or permitted to be given by mail shall be deemed to be delivered at the time when the same shall be deposited in the United States mail as aforesaid.

Section 5.2.Waiver of Notice.  Whenever any notice is required to be given to any committee member, director or shareholder of the corporation under the provisions of any statute, the Articles of Incorporation or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE VI.

CAPITAL STOCK

Section 6.1.Certificates Representing Shares.  Shares may not be issued until the full amount of consideration, fixed as provided by law, has been paid or partial payment has been made pursuant to the discretion of the Board of Directors.  When such consideration has been paid to the corporation, the shares shall be deemed to have been issued and the corporation shall deliver certificates representing all shares to which shareholders are entitled.  Each certificate shall bear upon its face the statement that the corporation is organized in Texas, the name in which it is issued, the number and class of shares and series, and the par value or a statement that the shares are without par value.  Such certificates shall be signed by any two directors, and shall bear the seal of the corporation or a facsimile thereof.  In case any officer who has signed such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if it was such officer at the date of its issuance.

Section 6.2.Shareholders of Record.  The Board of Directors of the corporation may appoint one or more transfer agents or registrars of any class of stock of the corporation.  Unless and until such appointment is made, the Secretary of the corporation shall maintain among other records a stock certificate book, the stubs in which shall set forth the names and addresses of the holders of all issued shares of the corporation, the number of shares held by each, the certificate numbers representing such shares, the date of issue of the certificates representing such shares, the number and date of cancellation of every certificates surrendered for cancellation, and whether or not such shares originate from original issues or from transfer.  The names and addresses of shareholders as they appear in the stock certificate book shall be the official list of shareholders of record of the corporation for all purposes.  The corporation shall

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not be bound to recognize any equitable or other claim to, or interest in, such shares or any rights deriving from such shares, on the part of any other person, including (but without limitation) a purchaser, assignee or transferee, unless and until such other person becomes the holder of record of such shares, whether or not the corporation shall have either actual or constructive notice of the interest of such other person.

Section 6.3.Transfer of Shares.  The shares of the corporation shall be transferable on the stock certificate book of the corporation by the holder of record thereof, or his duly authorized attorney or legal representative, upon endorsement and surrender for cancellation of the certificates for such shares.  All certificates surrendered for transfer shall be cancelled, and no new certificates shall be issued until a further certificate or certificates for a like number of shares shall have been surrendered and cancelled, except that in the case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such conditions for the protection of the corporation and any transfer agent or registrar as the Board of Directors or the Secretary may prescribe.

ARTICLE VII.

MISCELLANEOUS PROVISIONS

Section 7.1.Indemnification of Officers and Directors.

(a)Each person who shall have served as a director or officer of this corporation, or at its request as director or officer of another corporation, partnership, joint venture, trust or other enterprise in which it now owns or may hereafter own shares of capital stock or of which it now is or may hereafter be a creditor, shall be indemnified by the corporation against any recoveries and awards, and any expenses and costs (including attorneys’ fees) actually and necessarily incurred by him, in connection with any claim asserted against him, by action in court or otherwise, by reason of being or having been such director or officer, except when in any court proceeding he shall have been adjudged guilty of negligence or misconduct in respect of the matter in which indemnity is sought; provided, however, that the foregoing right of indemnification shall not be exclusive of other rights to which he may be entitled by law.

(b)The corporation may purchase and maintain insurance, or another arrangement, on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provision of this Article or of Article 2.02 of the Texas Business Corporation Act.

Section 7.2.Amendments.  These bylaws may be altered or repealed at any regular meeting of the shareholders or at any special meeting of the shareholders at which a quorum is present or represented, provided notice of the proposed alteration or repeal be

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contained in the notice of such special meeting, by the affirmative vote of a majority of the shares entitled to vote and present or represented at such meeting; provided, however, that no change of the time or place of the meeting for the election of directors shall be made within sixty days next before the day on which such meeting is to be held, and that in case of any change of said time or place, notice thereof shall be given to each shareholder in person or by letter mailed to his last known post office address at least twenty days before the meeting is held.

Section 7.3.Dividends.  Dividends upon the outstanding shares of the corporation, subject to the provisions of the statutes and of the Articles of Incorporation, may be declared by the Board of Directors at any regular or special meeting.  Dividends may be declared and paid in cash, in property, or in shares of the corporation, or any combination thereof.  The declaration and payment shall be at the discretion of the Board of Directors.

Section 7.4.Reserves.  There may be credited from time to time by resolution of the Board of Directors, out of the earned surplus of the corporation, such reserve or reserves as the directors in their discretion think proper to provide for contingencies, or to equalize dividends, or to repair or maintain any property of the corporation, or for such other purpose as the directors shall think beneficial to the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 7.5.Conference Telephone Meetings.  Meetings of shareholders, directors, or any committee, may be held by means of conference telephone or similar communications equipment so long as all persons participating in the meeting can hear each other.  Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 7.6.Resignations.  Any director or officer may resign at any time.  Such resignations shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

Section 7.7.Surety Bond.  Such officers and agents of the corporation (if any) as the President or the Board of Directors may direct, from time to time, shall be bonded for the faithful performance of their duties and for the restoration to the corporation, in case of their death, resignation, retirement, disqualification or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the corporation, in such amounts and by such surety companies as the president or the Board of Directors may determine.  The premiums on such bonds shall be paid by the corporation, and the bonds so furnished shall be in the custody of the Secretary.

Section 7.8.Execution of Instruments.  The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name

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without limitation, except where otherwise provided by law, and such execution or signature shall be binding upon the corporation.

Section 7.9.Seal.  The corporate seal shall be a device containing the name of the corporation and the word “Texas.”

Section 7.10.Fiscal Year.  The fiscal year of the corporation shall end at the close of business on the 31^st day of January in each year.

Adopted by the Board of Directors as of 30^th June, 1997.

/s/ Patrick J. Boyle

Patrick J. Boyle, Secretary

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EX-10.10

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Exhibit 10.10

EDGEN/MURRAY, L.P. INCENTIVE PLAN
(For Edgen and its Subsidiaries)

Adopted December 15, 2005

EDGEN/MURRAY, L.P. INCENTIVE PLAN

1.     Purpose of the Plan

        The purpose of the Plan is to assist the Company and its Subsidiaries in attracting and retaining valued employees and directors by offering them a greater stake in the Company's success and a closer identity with it, and to encourage ownership of the Company's common units by such employees and directors.

2.     Definitions

        2.1   "Approved Sale" means an Approved Sale as that term is defined in the Limited Partnership Agreement.

        2.2   "Award" means an award of Restricted Common Units under the Plan.

        2.3   "Award Agreement" means the Agreement between the Company and a Holder pursuant to which an Award is granted and which specifies the terms and conditions of that Award, including the vesting requirements applicable to that Award.

        2.4   "Administrator" means the Company's General Partner (the "General Partner") as defined in the Limited Partnership Agreement provided that the General Partner may delegate authority with respect to Plan administration to the Compensation Committee of Edgen's Board of Directors or, if no such committee has been appointed, Edgen's Board of Directors.

        2.5   "Cause" means

        (a)   a conviction of, a plea of nolo contendere, a guilty plea or confession by the Holder to an act of fraud, misappropriation or embezzlement or to a felony;

        (b)   the commission of a fraudulent act or practice by the Holder affecting the Company or its Subsidiaries;

        (c)   the willful failure by the Holder to follow the directions of the Administrator;

        (d)   the Holder's habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Administrator;

        (e)   the material breach by an Employee of the Employee's employment agreement with the Company or its Subsidiaries, if any; or

        (f)    an act of gross neglect or gross or willful misconduct that relates to the affairs of the Company or its Subsidiaries, which the Administrator, in its reasonable discretion, deems to be good and sufficient cause;

provided, that if the Holder shall receive a Termination Notice with respect to a termination for Cause pursuant to Sections 2.4(c), 2.4(e) and/or 2.4(f), then the Holder shall have thirty (30) days following receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of the Administrator prior to the Holder's service being terminated for Cause pursuant thereto; provided, however, the Holder shall have the right to cure any such breach only one (1) time in any twelve (12) month period.

        2.6   "Change in Control" means the sale of the Company or Egden in an Approved Sale or by any other, merger, consolidation, recapitalization, reorganization, sale of securities, sale of assets or otherwise in one transaction or a series of related transactions to a person or persons (other than to funds managed by Jefferies Capital Partners or to any person, persons or entities affiliated therewith), pursuant to which such person or persons (together with its affiliates) acquires (i) securities representing at least a majority of the voting power of all securities of the Company or Egden including

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securities convertible, exchangeable or exercisable for or into voting securities of the Company or Egden, assuming the conversion, exchange or exercise of all securities convertible, exchangeable or exercisable for or into voting securities, or (ii) all or substantially all of the consolidated assets of the Company or Egden. The determination of whether a Change in Control has occurred shall be made by the Administrator in its sole discretion.

        2.7   "Code" means the Internal Revenue Code of 1986, as amended.

        2.8   "Common Units" means the Common Units of the Company as defined in the Limited Partnership Agreement, or such other class or kind of interests or other securities resulting from the application of Section 7.

        2.9   "Company" means Edgen/Murray, L.P., a Delaware limited partnership, or any successor entity.

        2.10 "Director" mean an individual who is performing services for Edgen as a member of its Board of Directors, or who is performing similar services with respect to Edgen for the Company and has been designated a "Director" by the General Partner (as defined in Section 2.4), who is not an employee of the Company or any Subsidiary.

        2.11 "EBITDA" means for any given year, Edgen's earnings before interest, income taxes, depreciation and amortization as determined after payment of bonuses, if any, but adjusted for purchase accounting or any other items that are considered unique, or likely to affect only one accounting period (unique or "one time" charges are charges for which, under generally accepted accounting principles consistently applied, an adjustment to EBITDA would be considered proper), as determined by the Administrator, in its sole discretion, based on the audited financial statements for such year.

        2.12 "Edgen" means Edgen Corporation, a Nevada corporation, or any successor corporation.

        2.13 "Edgen Common Stock" means the Common Stock of Edgen, par value $0.01 per share, or such other class or kind of shares or other securities resulting from the application of Section 7.

        2.14 "Edgen Equity Value" means the amount, in dollars, obtained by multiplying Edgen's EBITDA for Edgen's calendar year accounting period immediately preceding the date as of which Equity Value is to be determined, by the number 5.76, and subtracting from that product (a) all Indebtedness for Borrowed Money of Edgen and its Subsidiaries outstanding on the last day of that same accounting period, (b) the aggregate liquidation preferences (including accrued but unpaid dividends) of all shares of any equity security of Edgen or any Subsidiary that, in the event of the Edgen's liquidation, entitles the holders of such securities to be paid before the holders of Edgen Common Stock and that are outstanding on the last day of that same accounting period, offset by (c) the amount of cash and cash equivalents on Edgen's balance sheet on the last day of that same accounting period.

        2.15 "Employee" means an officer or other key employee of Edgen or a Subsidiary, including a director who is such an employee.

        2.16 "Fair Market Value" means, on any given date, if the Company's Common Units are not Publicly Traded, the value of a Common Unit as determined by the Company in its sole discretion. If the Company's Common Units are Publicly Traded, "Fair Market Value" means (c) if the Common Units are listed on an established stock exchange or exchanges, the closing price of the Common Units on the principal exchange on which it is traded on such date, or if no sale was made on such date on such principal exchange, on the last preceding day on which the Common Units were traded or (d) if the Common Units are not then listed on an exchange, but are quoted on the NASDAQ Stock Market, Inc. ("NASDAQ") or a similar quotation system, the most recent closing price per each Common Unit as quoted on NASDAQ or similar quotation system.

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        2.17 "Holder" means an Employee or Director to whom an Award is made.

        2.18 "Indebtedness for Borrowed Money" of a Person means (a) all indebtedness of such Person, either directly or indirectly, for borrowed money, whether current or funded, secured or unsecured, (b) all indebtedness of such Person, either directly or indirectly, for deferred purchase price of property or services represented by a note or other security, (c) all indebtedness of the such Person, either directly or indirectly, created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person, even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property, (d) all indebtedness of such Person, either directly or indirectly, secured by a purchase money mortgage or other lien to secure all or part of the purchase price of property subject to such mortgage or lien, (e) all obligations under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases in respect of which the such Person, either directly or indirectly, is liable as lessee, (f) any liability of such Person, either directly or indirectly, in respect of banker's acceptances or letters of credit and (g) all indebtedness referred to in clause (a) through (f) above which is directly or indirectly guaranteed by such Person or any of its Subsidiaries or which such Person or any of its Subsidiaries has agreed, contingently or otherwise, to purchase or otherwise to acquire or in respect of which it has otherwise assured a creditor against loss.

        2.19 "Limited Partnership Agreement" means the Amended and Restated Limited Partnership Agreement of Edgen/Murray, L.P., dated as of December 15, 2005, as amended from time to time.

        2.20 "1934 Act" means the Securities Exchange Act of 1934, as amended.

        2.21 "Plan" means the Edgen/Murray, L.P. Incentive Plan herein set forth, as amended from time to time.

        2.22 "Per Share Equity Value" means the per share amount, in dollars, derived by dividing the Edgen Equity Value as the last day of Edgen's fiscal year ending immediately before the date on which Per Share Equity Value is to be determined by 2,400,000.

        2.23 "Person" means and includes an individual, a trust, estate, partnership, association, company, including without limitation, a limited liability company or a corporation.

        2.24 "Publicly Traded" means that relevant equity securities are listed on an established stock exchange or exchanges, or are quoted on NASDAQ or a similar quotation system

        2.25 "Restricted Common Units" means Common Units awarded by the Administrator under Section 6 of the Plan.

        2.26 "Restriction Period" means the period during which a Restricted Common Unit awarded under Section 6 of the Plan is subject to forfeiture. The Restriction Period shall not lapse with respect to any Restricted Common Unit until all conditions imposed under Sections 6.4 or 6.5, or otherwise under this Plan and the Award Agreement, have been satisfied.

        2.27 "Subsidiary" means any entity (other than Edgen (or when specifically required by context, the Company)) in an unbroken chain beginning at the top of such chain with the Edgen (or when specifically required by context, the Company) (or any successor to Edgen, or as required by context, the Company) if each of the entities other than the last entity in the unbroken chain owns interests possessing 50% or more of the total combined voting or economic power of all classes of such interests in one of the other entities in such chain.

        2.28 "Termination Notice" means a written notice delivered by the Company or Edgen in the case of a Director, or by Edgen or any of its Subsidiaries in the case of an Employee specifying that Edgen or any of its Subsidiaries has terminated the Employee's employment or the Company or that the Company or Edgen has terminated the Director's services as a Director.

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3.     Eligibility

        Any Employee of Edgen or any of its Subsidiaries, or any Director, is eligible to receive an Award.

4.     Administration and Implementation of Plan

        4.1   The Plan shall be administered by the Administrator, which shall have full power to interpret and administer the Plan and full authority to act in selecting the Holders to whom Awards will be granted, in determining whether, and to what extent, Awards may be transferable by the Holder, in determining the amount of Awards to be granted to each such Holder, in determining the terms and conditions of Awards granted under the Plan and in determining the terms of the Award Agreements that will be entered into with Holders.

        4.2   The Administrator shall have the power to adopt regulations for carrying out the Plan and to make changes to such regulations as it shall, from time to time, deem advisable. Any interpretation by the Administrator of the terms and provisions of the Plan and the administration thereof, and all actions taken by the Administrator, shall be final and binding on Holders.

        4.3   The Administrator may amend any outstanding Awards without the consent of the Holder to the extent it deems appropriate; provided however, that in the case of amendments adverse to the Holder, the Administrator must obtain the Holder's consent to any such amendment.

5.     Units Subject to the Plan

        5.1   Subject to adjustment as provided in Section 7, the total number of Common Units available for Awards under the Plan shall be 550,000.

        5.2   Any Common Units issued by the Company in connection with the assumption or substitution of outstanding equity or similar grants from an acquired company shall not reduce the Common Units available for Award under the Plan. If any Common Units subject to any Award granted hereunder are forfeited or such Award otherwise terminates, the Common Units subject to such Award, to the extent of any such forfeiture or termination, shall again be available for Awards under the Plan.

6.     Restricted Common Units

        An Award of a Restricted Common Unit is a grant by the Company of a specified number of Common Units to the Holder, which Common Units are subject to forfeiture during a Restriction Period upon the happening of specified events or as result of the failure to meet financial targets or performance goals or satisfy other conditions specified in the Award Agreement. Such an Award shall be subject to the following terms and conditions:

        6.1   Restricted Common Units shall be evidenced by Award Agreements. Such agreements shall conform to the requirements of the Plan and may contain such other provisions as the Administrator shall deem advisable.

        6.2   Upon determination of the number of Restricted Common Units to be granted to the Holder, the Administrator shall if it would otherwise normally issue certificates evidencing the ownership of Common Units direct that a certificate or certificates representing that number of Common Units be issued to the Holder with the Holder designated as the registered owner. The certificate(s), if any, representing such Common Units shall bear appropriate legends as to sale, transfer, assignment, pledge or other encumbrances to which such Restricted Common Units are subject, both during the Restriction Period and thereafter under the Limited Partnership Agreement, and, if issued, such certificates shall be deposited by the Holder, together with an appropriate instrument of assignment endorsed in blank, with the Company, to be held in escrow during the Restriction Period.

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        6.3   During the Restriction Period the Holder shall have the right to receive the Holder's allocable share of any distributions made by the Company on its Common Units and, to the extent such Restricted Common Units have voting power, to vote the such Restricted Common Units.

        6.4   The Administrator may condition the expiration of the Restriction Period upon: (i) the Holder's continued service over a period of time with the Company or its Subsidiaries, (ii) the Company's or Edgen's attainment of specified financial targets, (iii) the achievement by the Holder, the Company, Edgen or its Subsidiaries of any other performance goals set by the Administrator, or (iv) any combination of the above conditions, as specified in the Award Agreement. If the specified conditions are not attained, the Holder shall forfeit the portion of the Award with respect to which those conditions are not attained, and the underlying Common Units shall be forfeited to the Company.

        6.5   The Award Agreement shall specify the duration of the Restriction Period and the financial, performance, service, termination of service or other conditions under which the Restricted Common Units may be forfeited to the Company. At the end of the Restriction Period, when all such conditions have been satisfied, the restrictions imposed hereunder shall lapse with respect to the number of Restricted Common Units as determined by the Administrator, and any legend described in Section 6.2 that is then no longer applicable, shall be removed and such number of Common Units delivered to the Holder (or, where appropriate, the Holder's legal representative). The Company may, in its sole discretion, modify or accelerate the vesting and delivery of any Restricted Common Units.

        6.6   A Holder who is awarded Restricted Common Units shall, regardless of whether the Restriction Period with regard to such Award has lapsed, be a party to and bound by the Limited Partnership Agreement, as a limited partner thereunder. Accordingly, any Restricted Common Units issued under the Plan shall be held, transferred, sold or otherwise disposed of only in accordance with the Limited Partnership Agreement. Without limiting the generality of the foregoing, each Holder shall be bound by the provisions set forth in the Limited Partnership Agreement with regard to an Approved Sale, as well as be bound by any transfer restrictions, tag along rights, restrictive covenants and other obligations delineated in the Limited Partnership Agreement. Any amendment to the Limited Partnership Agreement that effects a provision contained herein shall be deemed to be an amendment to the Plan.

        6.7   Upon a Change in Control, and subject to the exercise of the Administrator's discretion to vest all Awards under Section 6.5, any then outstanding Awards shall be treated as provided in the applicable Award Agreement.

        6.8   Unless specifically provided otherwise in an Award Agreement, upon a termination of a Holder's service for any reason, the Holder shall forfeit any unvested Restricted Common Units, i.e., any Restricted Common Units with respect to which the Restriction Period has not lapsed.

        6.9   Notwithstanding any provision in the Plan or in any Award Agreement to the contrary, upon a termination of the Holder's service by the Company (or its Subsidiaries) for Cause, the Holder shall forfeit any Restricted Common Units issued under the Plan, regardless of whether such Restricted Common Units are vested and otherwise free from restriction.

7.     Adjustments upon Changes in Capitalization

        In the event of a reorganization, recapitalization, unit split, spin-off, split-off, split-up, unit dividend, issuance of unit rights, combination of interests, merger, consolidation or any other change in the corporate structure of the Company or Edgen affecting the Common Units or the Edgen Common Stock, or any distribution to interestholders other than a cash distribution, the Administrator shall make appropriate adjustment in the number and kind of equity interests authorized by the Plan and any other adjustments to outstanding Awards as it determines appropriate.

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8.     Effective Date, Termination and Amendment

        The Plan shall become effective on December 15, 2005 and shall remain in full force and effect until the earlier of ten years from the date of its adoption by the Administrator, or the date it is terminated by the Administrator. The Administrator shall have the power to amend, suspend or terminate the Plan at any time, provided that any such termination of the Plan shall not affect Awards outstanding under the Plan at the time of termination.

9.     Repurchase of Vested Awards

        9.1   If Edgen or one of its Subsidiaries terminates the Holder's employment with Edgen and its Subsidiaries, or the Company or Edgen terminates the Holder's services as a Director, for any reason other than for Cause, including disability or the Holder's service is terminated by death, and neither Edgen, the Company nor a successor to either of them has a class of equity securities that is Publicly Traded, then the Company shall be obligated to repurchase all of the Holder's Restricted Common Units that, as of the date of such termination, are vested. The purchase price paid by the Company shall be the Fair Market Value of the Common Units as of the date of the Holder's termination of service. The Company must deliver such purchase price to the Holder within 180 days of the Holder's termination from service. Notwithstanding the foregoing, the Company's obligation to deliver payment for the Holder's Restricted Common Units that the Company is obligated to purchase under this Section 9.1 shall be suspended, if the Administrator, in its sole discretion, determines that such payment would result in the Company's, Edgen's or any of their respective Subsidiary's violation of any agreement relating to the Company's, Edgen's or any of their respective Subsidiary's Indebtedness for Borrowed Money. The Administrator shall notify the Holder within 90 days of the Company's determination that the Company's obligation to deliver payment for the Holder's Restricted Common Units has been suspended. Beginning on the date on which the Company, in its sole discretion, determines that the payment would no longer result in the Company's, or Edgen's or any of their respective Subsidiary's violation of any agreement relating to the Company's, Edgen's or any of their respective Subsidiary's Indebtedness for Borrowed Money, the Company shall have 180 days to complete the repurchase described in this Section 9.1 by delivering payment for the Restricted Common Units to the Holder. A Subsidiary of the Company or another designee of the Company may assume the Company's repurchase obligation under this Section 9.1.

        9.2   If the Holder terminates the Holder's service with the Company (and its Subsidiaries) for any reason, and neither the Company, Edgen nor a successor to either of them has a class of equity securities that is Publicly Traded, then the Company shall have the right, but not the obligation, to repurchase any or all of the Holder's Restricted Common Units that as of the date of such termination are vested. The Company must notify the Holder within 90 days of the Holder's termination that the Company will exercise its right to repurchase the Holder's Restricted Common Units. The purchase price paid by the Company shall be the Fair Market Value of the Common Units as of the date of the Holder's termination of service. The Company must deliver such purchase price to the Holder within 180 days of the Company's notification to the Holder of its intent to repurchase the common units. Notwithstanding the foregoing, the Company's obligation to deliver payment for the Holder's Restricted Common Units that the Company has determined to purchase under this Section 9.2 shall be suspended, if the Company, in its sole discretion, determines that such payment would result in the Company's, Edgen's or any of their respective Subsidiary's violation of the agreement relating to the Company's, Edgen's or any of their respective Subsidiary's Indebtedness for Borrowed Money. The Administrator shall notify the Holder within 90 days of the Administrator's determination that the Company's obligation to deliver payment for the Holder's Restricted Common Units has been suspended. Beginning with the date on which the Company, in its sole discretion, determines that the payment would no longer result in the Company's, Edgen's or any of their respective Subsidiary's violation of the agreement relating to the Company's or any its Subsidiary's Indebtedness for Borrowed

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Money, the Company shall have 180 days to complete the repurchase described in this Section 9.2 by delivering payment for the Restricted Common Units to the Holder. The Company may designate one of its Subsidiaries or another person to exercise the Company repurchase right under this Section 9.2.

10.   Transferability

        Except as provided below, Awards may not be pledged, assigned or transferred for any reason during the Holder's lifetime, and any attempt to do so shall be void and the relevant Award shall be forfeited. The Administrator may grant Awards that are transferable by the Holder during his lifetime, but such Awards shall be transferable only to the extent specifically provided in an agreement entered into with the Holder. The transferee of the Holder shall, in all cases, be subject to the Plan, the Limited Partnership Agreement and the provisions of the Award Agreement between the Company and the Holder.

11.   General Provisions

        11.1 Nothing contained in the Plan, or any Award granted pursuant to the Plan, shall confer upon any Holder any right to continued employment by, or service as a Director to, the Company or its Subsidiaries, nor interfere in any way with the right of the Company or its Subsidiaries to terminate the service of any Holder at any time.

        11.2 For purposes of this Plan, a transfer of employment among the Company, Edgen and its Subsidiaries shall not be deemed a termination of employment.

        11.3 Holders shall be responsible to make appropriate provision for all taxes required to be withheld in connection with any Award or the transfer of any Common Units pursuant to this Plan. Such responsibility shall extend to all applicable Federal, state, local or foreign withholding taxes. The Company shall, at the election of the Holder, have the right to retain the number of Common Units whose Fair Market Value equals the amount to be withheld in satisfaction of the applicable withholding taxes.

        11.4 To the extent that Federal laws (such as the 1934 Act, the Code or the Employee Retirement Income Security Act of 1974) do not otherwise control, the Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of Delaware and construed accordingly.

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EDGEN/MURRAY, L.P. INCENTIVE PLAN (For Edgen and its Subsidiaries) Adopted December 15, 2005
EDGEN/MURRAY, L.P. INCENTIVE PLAN

EX-10.11

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Exhibit 10.11

EMPLOYMENT AGREEMENT

        This AGREEMENT made as of the 1st day of January, 2004 by and between ROBERT L. GILLELAND, an individual residing at 61 James Towne Court, Baton Rouge, LA 70809 (the "Executive"), EDGEN ALLOY PRODUCTS GROUP, L.L.C., a Louisiana limited liability company (the "Company"), and EDGEN CORPORATION, a Nevada corporation ("Parent").

W I T N E S S E T H

        WHEREAS, the Executive serves as the President of the Company, which is a wholly-owned subsidiary of Parent; and

        WHEREAS, Parent and the Company seek to utilize the Executive's knowledge, experience, talents and abilities and desire to employ the Executive as the President of the Company, and the Executive desires to be so employed, subject to the terms and conditions set forth herein.

        NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto intending to be legally bound hereby agree as follows:

        1.    Employment.    Subject to the terms and conditions hereinafter set forth, the Company and Parent hereby agree to employ the Executive, and the Executive hereby agrees to serve as the President of the Company, effective on January 1, 2004. The Executive agrees to perform such services customary to such office as shall from time to time be assigned to him by the Board of Directors of Parent (the "Board of Directors") and/or by Parent's Chief Executive Officer, or his designee (collectively the "Chief Executive Officer"). The Executive further agrees to use his best efforts to promote the interests of the Company and of Parent, and to devote his full business time and entire energies and skill to the business and affairs of the Company and of Parent in accordance with the directions and orders of the Board of Directors and/or the Chief Executive Officer; provided, however, that it shall not be a violation of this Agreement for the Executive to serve on corporate, civic, or charitable boards or committees or manage personal investments, as long as such activities do not interfere in any substantial respect with the Executive's responsibilities hereunder.

        2.    Term of Employment.    The Executive's "Employment Term" pursuant to this Agreement shall commence on the date hereof (the "Effective Date") and, unless terminated earlier pursuant to Section 4 hereof, shall terminate upon the first anniversary of the Effective Date; provided, however, that the Employment Term shall automatically be extended on a day-by-day basis (so that the remaining term shall always be one (1) year) unless either the Company or the Executive elects not to renew such term by giving written notice (an "Employment Expiration Notice") thereof; provided, further, however, that if the Executive is terminated pursuant to Section 4 below, there shall be no automatic daily renewal of the Employment Term. The Employment Term shall terminate on the one (1) year anniversary of the date of receipt of the Employment Expiration Notice by the Employee or the Employer, as applicable.

        3.    Compensation and Other Related Matters.

        3.1.    Base Salary.    As compensation for the services rendered by the Executive hereunder, the Company shall pay, or shall cause to be paid, to the Executive during the Employment Term, and the Executive shall accept, compensation at the rate of Two Hundred Ten Thousand, Seventeen Dollars ($210,017) per annum (the "Annual Base Salary"). The Company's obligation to pay the Annual Base Salary shall begin to accrue on the Effective Date and shall be paid in accordance with the Company's customary payroll practices which are in effect from time to time during the Employment Term. The Annual Base Salary may be increased at any time during the Employment Term by recommendation of the Chief Executive Officer to the Board of Directors. The Executive's Annual Base Salary shall be subject to all applicable withholding and other taxes.

        3.2.    Annual Bonus.    In addition to the Annual Base Salary set forth above, during the Employment Term, the Executive shall be entitled to receive an annual bonus (the "Annual Bonus") in the amount and calculated in the manner set forth on Schedule A annexed hereto. The Annual Bonus shall be payable by the Company to the Executive with respect to each year ending on December 31 by March 15 of the following year.

        3.3.    Other Employment Benefits.    During the Employment Term, the Executive shall be entitled to the following employment benefits:

        (a)   Four (4) weeks of paid vacation in each fiscal year of the Company while the Executive is employed hereunder one (1) week of which, if not used by the Executive in any given fiscal year, may be carried over to the next fiscal year; provided, that the Executive shall not have more than five (5) weeks of paid vacation in any given fiscal year as a result of such carry over and sick leave in accordance with the Company's policies from time to time in effect for executive officers of the Company; provided, that, as provided herein, vacation and/or sick leave time not used in any year may not be carried over or transferred from one year to another or converted to cash, except in a year in which there is a Change of Control (as hereinafter defined) where the Executive is no longer employed;

        (b)   participation, subject to qualification requirements, in medical, life or other insurance or hospitalization plans and long-term disability policies which are presently in effect or hereafter instituted by the Company and applicable to its executive officers generally;

        (c)   participation, subject to classification requirements and continued maintenance thereof by the Company in other employee benefit plans, such as pension and profit sharing plans, which are from time to time applicable to the Company's executive officers generally; and

        (d)   an automobile allowance of One Thousand Two Hundred Dollars ($1,200) per month, which shall be used by the Executive to cover all lease and insurance payments with respect to one automobile of the Executive's choice for business purposes. The Company shall reimburse the Executive, upon the presentation of appropriate receipts, for all maintenance, repair and gasoline costs incurred by the Executive in connection with the use of such automobile; provided, that such costs are directly related to the performance by the Executive of his obligations to the Company hereunder.

        3.4.    Expenses.    During the Employment Term, the Executive shall be entitled to receive prompt reimbursement from the Company of all travel, entertainment and out-of-pocket expenses which are reasonably and necessarily incurred by the Executive in the performance of his duties hereunder; provided that the Executive properly accounts therefor in accordance with the Company's policies as in effect from time to time and such expenses are approved by the Chief Executive Officer.

        4.    Termination.

        4.1.    Disability.    In the event that at any time during the Employment Term, the Executive, due to physical or mental injury, illness, disability or incapacity, including "disability" within the meaning of the disability plan(s) which the Company then has in effect entitling the Executive to benefits thereunder ("Disability"), shall fail to perform satisfactorily and continuously the duties assigned to him and the services to be performed by him hereunder for a period of three (3) consecutive months or for a non-consecutive period of five (5) months within any twelve (12) month period, the Company may terminate his employment for Disability upon not less than thirty (30) days prior written notice by delivery of a Termination Notice (as defined below) to the Executive.

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        4.2.    Death.    The Executive's employment shall terminate immediately upon the death of the Executive.

        4.3.    Cause.    The Company may, at any time and in its sole discretion, terminate the Executive's employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a "Termination Date") of such Termination Notice. For purposes hereof, termination for "Cause" shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting the Company and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors or the Chief Executive Officer; (iv) the Executive's habitual drunkenness as determined in the reasonable discretion of the Board of Directors or use of illegal substances; (v) the material breach by the Executive of this Agreement or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of the Company and/or Parent which the Board of Directors of the Company in its reasonable discretion deems to be good and sufficient cause; provided, that the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof and the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein prior to his employment being terminated for Cause pursuant thereto.

        4.4.    Voluntary Termination by Company.    The Company may, at any time, and in its sole discretion, terminate the employment of the Executive hereunder for any reason other than for Cause by the delivery to the Executive of a Termination Notice, effective as of the date of such Termination Notice.

        4.5.    Termination by Company in Conjunction with a Change of Control.    For purposes of this Agreement, a "Change of Control" means the sale of Parent whether by, merger, consolidation, recapitalization, reorganization, sale of securities, sale of assets or otherwise in one transaction or a series of related transactions to a person or persons (other than to Harvest Partners III, LP. or to any person, persons or entities affiliated therewith), pursuant to which such person or persons (together with its affiliates) acquires (i) securities representing at least a majority of the voting power of all securities of Parent, including securities convertible, exchangeable or exercisable for or into voting securities of Parent, assuming the conversion, exchange or exercise of all securities convertible, exchangeable or exercisable for or into voting securities or (ii) all or substantially all of the consolidated assets of Parent. The Company may terminate the employment of the Executive hereunder in conjunction with any Change of Control in accordance with Section 5.6 hereof by delivery to the Executive of a Termination Notice (as defined above), effective as of the date stated in the Termination Notice.

        4.6.    Executive's Resignation for Good Reason.    After a Change of Control, the Executive may terminate his employment for Good Reason in accordance with Section 5.6. For purposes hereof, "Good Reason" shall mean, without the Executive's consent: (i) the assignment to the Executive of any duties inconsistent in any material respect with the Executive's position (including status, offices, duties and reporting relationships), authority, duties or responsibilities as contemplated by Section 1 hereof, or any other action by the Company which results in a significant diminution in such position, authority, duties, or responsibilities, excluding any isolated and inadvertent action not taken in bad faith and which is remedied by the Company within ten (10) days after receipt of notice thereof from the Executive; (ii) any failure by the Company to comply with any of the provisions of Section 3 hereof other than an isolated and inadvertent failure not committed in bad faith and which is remedied by the Company within ten (10) days after receipt of notice thereof from the Executive; (iii) the Executive's being required to relocate to a principal place of employment more than fifty (50) miles from his principal place of employment with the Company

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as of the Effective Date or (iv) delivery by the Company of a notice discontinuing the automatic extension provision of Section 2 hereof.

        5.    Compensation During Disability and Upon Termination.    During a Disability Period (as herein defined) or upon the termination of the Executive's employment hereunder, the Executive shall be entitled to the following benefits:

        5.1.    Disability.    During any period (the "Disability Period") that the Executive, due to Disability fails to perform satisfactorily and continuously the duties assigned to him and the services to be performed by him hereunder, the Company shall continue to pay to the Executive the Annual Base Salary (as in effect at such time) in accordance with the provisions of Section 3.1 hereof, less any compensation payable to the Executive under the applicable disability insurance plan(s) of the Company during such Disability Period. Thereafter, if the Executive's employment hereunder is terminated pursuant to Section 4.1 hereof, the Company shall have no further obligations hereunder after the Termination Date other than the payment of (a) the Annual Base Salary (as in effect during the year of such termination) payable in accordance with the Company's customary payroll practices (less any compensation payable to the Executive under the applicable disability insurance plan(s) of the Company), for the twelve (12) month period immediately following the Termination Date and (b) the Executive's pro rata portion of the Annual Bonus due pursuant to Section 3.2 hereof for the calendar year in which such termination occurs (based upon the number of days during such year that the Executive was employed over 365 days prior to termination), payable on the same date as such Annual Bonus would have been payable for such year pursuant to Section 3.2 hereof had the Employment Term not been so terminated.

        5.2.    Death.    If the Executive's employment is terminated pursuant to Section 4.2 hereof as a result of the Executive's death, the Company shall have no further obligations hereunder after the date of the Executive's death other than the payment to the Executive's estate, legal representative, heirs or other beneficiaries of (a) the Annual Base Salary (as in effect during the calendar year of such death) payable in accordance with the Company's customary payroll practices, for the twelve (12) month period immediately following the date of the Executive's death, and (b) the Executive's pro rata portion of the Annual Bonus due pursuant to Section 3.2 hereof for the calendar year in which such death occurred (based upon the number of days during such year that the Executive was employed over 365 days prior to death), payable on the same date as such Annual Bonus would have been payable for such year pursuant to Section 3.2 hereof had the Employment Term not been so terminated.

        5.3.    Cause.    If the Executive's employment is terminated by the Company for Cause pursuant to Section 4.3 hereof, the Company shall have no further obligations hereunder after the Termination Date other than the payment to the Executive of the Annual Base Salary accrued and unpaid through the Termination Date. The Company shall not be obligated to make any bonus payments to the Executive pursuant to Section 3.2 hereof for the calendar year in which such termination occurs or to provide any of the benefits set forth in Section 3.3 of this Agreement after the Termination Date, except as may be required by applicable law.

        5.4.    Voluntary Termination by Company.    If the Company voluntarily terminates the Executive's employment hereunder pursuant to Section 4.4 hereof, the Company shall have no further obligations hereunder after the Termination Date other than the payment of (a) (i) one (1) year of the Annual Base Salary (as in effect during the year of such termination) payable in accordance with the Company's customary payroll practices, and (ii) at no greater out-of-pocket expense to the Company than incurred prior to termination, the Company-sponsored medical and health benefits (or the reimbursement of COBRA premiums) previously made available to the Executive, but only to the extent permitted by such policies or plans, or as otherwise required by law, and (b) the Annual Bonus due pursuant to Section 3.2 hereof for the calendar year in which

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such termination occurs, payable on the same date as such Annual Bonus would have been payable for such calendar year pursuant to Section 3.2 hereof had the Employment Term not been so terminated.

        5.5.    Termination by Executive.    If at any time during the Employment Term, the Executive terminates his employment with the Company and Parent for any reason whatsoever other than Good Reason pursuant to Section 4.6 hereof, the Company shall have no further obligations hereunder after the Termination Date other than the payment to the Executive of the Annual Base Salary accrued and unpaid through the Termination Date. The Company shall not be obligated and shall be released from all obligations to make any bonus payments to the Executive pursuant to Section 3.2 hereof; if any, for the calendar year in which such termination occurs, or to provide any of the benefits set forth in Section 3.3 of this Agreement after the Termination Date, except as may be required by applicable law.

        5.6.    Termination in Conjunction with a Change of Control.    If (a) the Company terminates the employment of the Executive hereunder in conjunction with any Change of Control, pursuant to Section 4.5 hereof; (b) the Company or any successor entity thereto terminates the employment of the Executive without Cause within six (6) months of any Change of Control; or (c) the Executive terminates his employment for Good Reason within six (6) months of any Change of Control, the Company, or any successor entity thereto, shall have no further obligations hereunder after the Termination Date other than (i) the payment of one (1) year of the Annual Base Salary (as in effect during the year of such termination) payable in accordance with the Company's customary payroll practices; (ii) the payment of the Annual Bonus due pursuant to Section 3.2 hereof for the calendar year in which such termination occurs, payable on the same date as such Annual Bonus would have been payable for such calendar year pursuant to Section 3.2 hereof had the Employment Term not been so terminated; provided, however, the Annual Bonus for the calendar year in which such termination occurs, shall be pro rated, based on the number of days the Executive was employed (less any Disability Period) over 365 days; and (iii) at no greater out-of-pocket expense to the Company than incurred prior to termination, the Company shall pay for twelve (12) months the premiums for Company-sponsored medical and health benefits (or the reimbursement of COBRA premiums) previously made available to the Executive, but only to the extent permitted by such policies or plans, or as otherwise required by law; however, if the Executive becomes eligible for coverage under any other medical and health policy after termination of employment, or is, or becomes covered by any other medical and health policy the Company's obligation to pay the premiums due by the Executive for Company-sponsored medical and health benefits shall cease immediately. Notwithstanding the foregoing, in the event that the Executive, or any of his Affiliates (as defined below), participates in any Change of Control transaction as an equity participant and/or as a purchaser of securities or assets and, immediately after the consummation of the Change of Control transaction remains, or within six (6) months of such transaction, becomes actively involved in the operation of the Company, Parent or any successor entity thereto as an officer, director or employee, the provisions of this Section 5.6 shall terminate and be of no force or effect. An "Affiliate" shall mean an individual, a corporation, an association, a joint venture, a partnership, a limited liability company, an estate, a trust, an unincorporated organization and any other entity or organization, governmental or otherwise that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the Executive.

        6.    Confidentiality.    The Executive acknowledges that it is the policy of the Company and Parent to maintain as secret and confidential all Confidential Information (as defined herein). The parties hereto recognize that the services to be performed by the Executive pursuant to this Agreement are special and unique, and that by reason of his employment by the Company both before and after the Effective Date, the Executive will acquire, or may have acquired, Confidential Information. The

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Executive recognizes that all such Confidential Information is and shall remain the sole property of the Company and Parent, as applicable, free of any rights of the Executive, and acknowledges that the Company and Parent have a vested interest in assuring that all such Confidential Information remains secret and confidential. Therefore, in consideration of the Executive's employment with the Employer pursuant to this Agreement, the Executive agrees that at all times from after the Effective Date, he will not, directly or indirectly, disclose to any person, firm, company or other entity (other than Parent or any of its Affiliates (for the purposes of this Employment Agreement, the term "Affiliate(s)" means Parent, its successor(s), any direct or indirect subsidiary of Parent or its successor(s), or any division of a subsidiary)) any Confidential Information, except as required in the performance of his duties hereunder, without the prior written consent of the Company or Parent, as applicable, except to the extent that (i) any such Confidential Information becomes generally available to the public, other than as a result of a breach by the Executive of this Section 6, or (ii) any such Confidential Information becomes available to the Executive on a non-confidential basis from a source other than Parent or any of its Affiliates or advisors; provided that such source is not known by the Executive to be bound by a confidentiality agreement with, or other obligation of secrecy to, the Parent, any of its Affiliates or another party. In addition, it shall not be a breach of the confidentiality obligations hereof if the Executive is required by law to disclose any Confidential Information; provided that in such case, the Executive shall (a) give the Company and/or Parent, as applicable, the earliest notice possible that such disclosure is or may be required and (b) cooperate with the Company and/or Parent, as applicable, at the Company's and/or Parent's expense, as applicable, in protecting, to the maximum extent legally permitted, the confidential or proprietary nature of the Confidential Information which must be so disclosed. The obligations of the Executive under this Section 6 shall survive any termination of this Agreement. During the Employment Term, the Executive shall exercise all due and diligent precautions to protect the integrity of the business plans, customer lists, statistical data and compilation, agreements, contracts, manuals or other documents of the Company and/or Parent which embody the Confidential Information, and upon the expiration or the termination of the Employment Term, the Executive agrees that all Confidential Information in his possession, directly or indirectly, that is in writing or other tangible form (together with all duplicates thereof) will forthwith be returned to the Company and/or Parent, as applicable, and will not be retained by the Executive or furnished to any person, either by sample, facsimile, film, audio or video cassette, electronic data, verbal communication or any other means of communication. The Executive agrees that the provisions of this Section 6 are reasonably necessary to protect the proprietary rights of the Company and/or Parent in the Confidential Information and their trade secrets, goodwill and reputation.

        For purposes hereof, the term "Confidential Information" means all information heretofore or hereafter developed or used by Parent or any of its Affiliates relating to the Business (as defined below), and the operations, employees, customers, suppliers and distributors of Parent or any of its Affiliates, including, but not limited to, customer lists, customer orders, purchase orders, financial data, pricing information and price lists, business plans and market strategies and arrangements, all books, records, manuals, advertising materials, catalogues, correspondence, mailing lists, production data, sales materials and records, purchasing materials and records, personnel records, quality control records and procedures included in or relating to the Business or any of the assets of Parent and/or its Affiliates, and all trademarks, tradenames, copyrights and patents, and applications therefor, all trade secrets, inventions, processes, procedures, research records, market surveys and marketing know-how and other technical papers of Parent and/or any of its Affiliates, except that notwithstanding anything to the contrary contained herein, the term Confidential Information shall not include any such information that is publicly known or that becomes publicly known (other than as a result of any action on the part of, or a breach of the provisions of this Section 6, by the Executive).

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        For purposes hereof, the term "Business" shall mean the business of (a) distributing and selling industrial steel pipe, including large OD pipe, heavy wall and X-grade pipe, DSAW, seamless, continuous weld, ERW pipe and abrasive resistant pipe (mine pipe), and valves, alloy pipe, flanges and fittings, welded fittings and flanges (high yield, stainless, exotic carbon, chrome and low temp) per ANSI B16.9 and B16.5 (commodity lines and specials, i.e., anchor flanges and swivel ring flanges) forged steel fittings, outlets, pipe nipples, swage nipples, hot induction bends and Pikotek gaskets/insulation kits, stainless steel and other nickel alloy and hastelloy pipe, valves, fittings and flanges, including all chrome grades, (collectively, the "Products"); (b) providing added value services to such pipe and steel Products, including, flame cutting, sawing, welding, sandblasting, priming, top coat painting, epoxy applications and end finishing, and conversion of pipe to other components or products; (c) entering into joint venture, partnership or agency arrangements relating to the sale or distribution of surplus stainless steel pipe, fittings and flanges, but excluding value-added services if not sold as part of the Products; and (d) any endeavor entered into by Parent or any Affiliates after the signing of this agreement, but before termination of the employment of the Executive.

        7.    Noncompetition; Nonsolicitation.    (a) The Executive agrees that, during the Employment Term and for the period during which the Executive receives compensation pursuant to Section 5.4 hereof (to the extent applicable), whichever is greater (such period being referred to herein as the "Initial Noncompete Period") (A) the Executive will not own or control any business that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area where the Company is engaged in the sale and/or distribution of the Products (a "Competing Business") on the date the Executive's employment is terminated hereunder, including, without limitation, the State of Texas and each and every parish throughout the State of Louisiana specified on Schedule B hereto, (B) the Executive will not, directly or indirectly, whether for himself or on behalf of any other person (or affiliate), engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest (whether as a stockholder, director, officer, partner, consultant, proprietor, agent or otherwise) in, or aid or assist anyone else in the conduct of, any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area where the Company is engaged in the sale and/or distribution of the Products on the date the Executive's employment is terminated hereunder, including, without limitation, the State of Texas and each and every parish throughout the State of Louisiana specified on Schedule B hereto, or (C) the Executive will not, either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within two (2) years prior to the date of such action been a customer or supplier of the Parent or any of its Affiliates, subsidiaries or divisions. It is agreed that for purposes of this Section 7(a), a Competing Enterprise is only a business entity in which the sale and/or distribution of the Products constitutes more than 5% of that business and/or entity's overall business revenues, and only such a Competing Enterprise shall be considered to "in any significant manner compete with" Parent or its Affiliates. Notwithstanding the foregoing, the Executive's ownership of securities of a public company engaged in competition with the Company not in excess of 5% of any class of such securities shall not be considered a breach of the covenants set forth in this Section 7(a) above.

        (b)   The Executive agrees that, at all times from after the Effective Date and for (i) a period of twelve (12) months following the date of termination of the Executive's employment with Parent and the Company, or (ii) the period during which the Executive receives compensation pursuant to Section 5.4 hereof (to the extent applicable), whichever is greater, the Executive will not, either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on

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behalf of any other person, company, firm or other entity, (A) seek to persuade any employee of Parent or any of its Affiliates, subsidiaries or divisions to discontinue his or her status or employment therewith or seek to persuade any employee or former employee to become employed or to provide consulting or contract services in a business or activities competitive with the Business; or (B) solicit, employ or directly or indirectly cause to be solicited or employed, or engage, directly or indirectly, the services of any employee or former employee of Parent or any of its Affiliates.

        (c)   Notwithstanding anything to the contrary contained herein, the Initial Non-Compete Period referred to in Sections 7(a) and (b) above may be extended for two (2) successive periods of one (1) year each following the expiration of the Initial Non-Compete Period and the restrictions set forth in Section 7(a) and (b) above shall remain in full force and effect until the expiration of such additional one-year period(s), at the Company's option. Should the Company elect to extend the Initial Non-Compete Period (or any subsequent one-year period) pursuant hereto, the Company shall provide the Executive with written notice of such extension at least ninety (90) days prior to the expiration of each of the Initial Non-Compete Period, the first and the second one-year periods following such Initial Non-Compete Period, as the case may be; provided that it is understood and agreed that the Company's right to extend for the second one-year period is dependent on the Company having extended for the first one-year period as provided herein. In the event the Company elects to extend the Initial Non-Compete Period (or any subsequent one-year period) pursuant hereto, the Company shall pay the Executive, in consideration of the agreements of the Executive not to compete with the Parent and any of its respective Affiliates until the expiration of such extended one-year period(s), the Annual Base Salary (as in effect during the year of termination of the Executive's employment) in respect of each such additional one-year period, payable in accordance with the Company's customary payroll practices.

        8.    Inventions.    Any and all inventions made, developed or created by the Executive (whether at the request or suggestion of the Company and/or Parent or otherwise, whether alone or in conjunction with others, and whether during regular working hours or otherwise) during the period of his employment with the Company and/or Parent, which may be directly or indirectly useful in, or relate to, the Business or the business of Parent or any of its Affiliates, shall be promptly and fully disclosed by the Executive to the Board of Directors, and shall be the Company's exclusive property as against the Executive. The Executive shall promptly deliver to the Board of Directors all papers, drawings, models, data and other material relating to any invention made, developed or created by him as aforesaid. The Executive hereby assigns any and all such inventions to the Company and hereby agrees to execute and deliver such agreements, certificates, assignments or other documents as may be necessary to effect the assignment to the Company of any and all such inventions as contemplated by this Section 8. The Executive shall, upon the Company's and/or Parent's request, as applicable, and without any payment therefor, execute any documents necessary or advisable in the opinion of the Company's and/or Parent's counsel, as applicable, to direct issuance of patents or copyrights of the Company and/or Parent, as applicable, with respect to such inventions as are to be in the Company's and/or Parent's exclusive property, as applicable, as against the Executive under this Section 8 or to vest in the Company and/or Parent, as applicable, title to such inventions as against the Executive, the expense of securing any such patent or copyright, to be borne by the Company and/or Parent, as applicable.

        9.    Breach.

        9.1.    Both parties recognize that the services to be rendered under this Agreement by the Executive are special, unique and extraordinary in character, and that in the event of a breach by Executive of the material terms and conditions of the obligations to be performed by him hereunder, the Company shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity, to obtain damages for any breach of

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this Agreement, or to enforce the specific performance thereof by the Executive. Without limiting the generality of the foregoing, the parties acknowledge that a breach by the Executive of his material obligations under Sections 6, 7 or 8 could cause the Company irreparable harm for which no adequate remedy at law would be available in respect thereof and that therefore upon proof of the same the Company would be entitled to seek and obtain injunctive relief with respect thereto.

        9.2.    In the event of a breach by the Company of the material terms and conditions of the obligations to be performed by it hereunder, the Executive shall provide the Company with written notice thereof, specifying the nature of the breach, within fourteen (14) days of such breach and the Company shall have thirty (30) days followings its receipt of such notice to cure the breach specified therein to the reasonable satisfaction of Executive. To the extent the Company fails to cure such breach as provided herein, the Executive shall then be entitled, if he so elects, to institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity, to obtain damages for such breach. To the extent the Company fails to cure such breach as provided herein, the non-competition restrictions set forth in Section 7 shall terminate.

        10.    Parent's Guaranty.    Parent hereby guarantees all of Company's obligations under this Agreement, including, but not limited to, prompt and full payment of any and all amounts due the Executive under this Agreement.

        11.    Insurance.    The Executive acknowledges and agrees that the Company may obtain a life insurance policy on the life of the Executive with the Company named as the beneficiary. If the Company so elects, the Executive covenants and agrees to cooperate fully with the Company's efforts to obtain such insurance policy.

        12.    Conflicting Agreements.    The Executive hereby represents and warrants to the Company that (a) neither the execution of this Agreement by the Executive nor the performance by the Executive of any of his obligations or duties hereunder will conflict with or violate or constitute a breach of the terms of any employment or other agreement to which the Executive is a party or by which the Executive is bound, and (b) the Executive is not required to obtain the consent of any person, firm, corporation or other entity in order to enter into this Agreement or to perform any of his obligations or duties hereunder.

        13.    Further Assurances.    The Executive hereby agrees to execute and deliver such agreements, certificates or other documents as may be reasonably requested by the Company which may be necessary or are required hereunder.

        14.    Miscellaneous.

        14.1.    Successors; Binding Agreement.    This Agreement and all rights of the Executive hereunder shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns; provided, that the duties of the Executive hereunder are personal to the Executive and may not be delegated or assigned by him.

        14.2.    Notice.    All notices and other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, by registered or certified mail, postage prepaid, or by a nationally recognized overnight courier service as follows:

        (a)   If to the Executive:

at his then current address
included in the employment records of the Company;

        (b)   If to the Company or Parent:

c/o Edgen Louisiana Corporation
18444 Highland Road

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Baton Rouge, LA 70809
Attention: President

with a copy to:

Piper Rudnick LLP
1251 Avenue of the Americas
New York, New York 10020-1104
Attention: Leonard Gubar, Esq.

or to such other address as any party may have furnished to the other parties in writing in accordance herewith.

        14.3.    Governing Law.    This Agreement shall be governed by and in accordance with the laws of the State of Louisiana without regard to conflict of law rules thereof.

        14.4.    Waivers.    The waiver of any party hereto of any right hereunder or of any failure to perform or breach by any other party hereto shall not be deemed a waiver of any other right hereunder or of any other failure or breach by any other party hereto, whether of the same or a similar nature or otherwise. No waiver shall be deemed to have occurred unless set forth in writing executed by or on behalf of the waiving party. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

        14.5.    Validity.    The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall otherwise remain in full force and effect. Moreover, if any one or more of the provisions contained in this Agreement is held to be excessively broad as to duration or scope, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent compatible with applicable law.

        14.6.    Entire Agreement.    This Agreement sets forth the entire agreement and understanding of the parties in respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of either party in respect of said subject matter.

        14.7.    Headings Descriptive.    The headings of the several paragraphs of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement

        14.8.    Counterparts.    This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

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        IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

EXECUTIVE:
/s/  ROBERT L. GILLELAND Robert L. Gilleland
EDGEN ALLOY PRODUCTS GROUP, L.L.C.
By:	/s/  DAVID L. LAXTON, III
Name:	David L. Laxton, III
Title:	Secretary / Treasurer
With respect to Section 10 only
EDGEN CORPORATION
By:	/s/  DANIEL J. O'LEARY
Name:	Dan J. O'Leary
Title:	President / CEO

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ANNUAL BONUS

        A bonus for a percentage of the Executive's Annual Base Salary may earned by the Executive based on the Parent's consolidated earnings before interest, income taxes, depreciation and amortization ("EBITDA"). Prior to each fiscal year, the Parent's Board of Directors will determine a targeted EBITDA amount ("Target EBITDA") for the ensuing fiscal year. The Board of Directors determination shall be fixed and binding on the Parent, the Company and the Executive. For 2004, the pre-bonus Target EBITDA is $17,358,400. If 2004 EBITDA is less than or equal to $9.0 million (the "Minimum EBITDA"), then the Executive shall not be entitled to receive any bonus. If 2004 EBITDA is greater than the Minimum EBITDA, then the Executive shall be entitled to receive a bonus in an amount equal to 2% of his Annual Target Bonus for each 1% of Target EBITDA in excess of Minimum EBITDA. For 2004, the Executive's Annual Target Bonus is $210,017.

        In addition, the amount of any bonus earned by the Executive under the Target EBITDA formula described above will be adjusted downward by an amount not to exceed 20% if the Parent's working capital ratio at the fiscal year end exceeds the target working capital ratio established by the Parent's Board of Directors at the beginning of the fiscal year. The working capital ratio is defined as the sum of accounts receivable and inventories divided by the sum of trade accounts payable and accrued expenses, expressed as a percent of Parent's consolidated sales. For 2004, the target working capital ratio is 25.5%.

        Should the actual working capital ratio exceed the target working capital ratio, then the bonus amount shall be reduced by an amount equal to the percentage that the actual working capital ratio exceeds the target working capital ratio. For example, if the target working capital ratio is 30% and the actual working capital ratio is 33%, then the bonus amount will be reduced by 10% (33% - 30% = 3%; 3% / 30% = 10%).

        Any bonus earned will be paid by March 15 of the year following the year in which the bonus is earned.

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Schedule B

LOUISIANA PARISHES

Acadia
Allen
Ascension
Assumption
Avoyelles
Beauregard
Bienville
Bossier
Caddo
Calcasieu
Caldwell
Cameron
Catahoula
Claiborne
Concordia
DeSoto
East Baton Rouge
East Carroll
East Feliciana
Evangeline
Franklin
Grant Iberia
Iberville
Jackson
Jefferson
Jefferson Davis
Lafayette
Lafourche
LaSalle
Lincoln
Livingston
Madison
Morehouse
Natchitoches
Orleans
Ouachita
Plaquemines
Pointe Coupee
Rapides
Red River
Richland
Sabine
St. Bernard St. Charles
St. Helena
St. James
St. John the Baptist
St. Landry
St. Martin
St. Mary
St. Tammany
Tangipahoa
Tensas
Terrebonne
Union
Vermillion
Vernon
Washington
Webster
West Baton Rouge
West Carroll
West Feliciana
Winn

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ANNUAL BONUS
Schedule B LOUISIANA PARISHES

EX-10.12

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Exhibit 10.12

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

        This AMENDED AND RESTATED AGREEMENT made as of the 30th day of April, 2004 by and between CRAIG S. KIEFER, an individual residing at 415 Carriage Creek Lane, Friendswood, TX 77546 (the "Executive"), EDGEN CARBON PRODUCTS GROUP, L.L.C., a Louisiana limited liability company (the "Company"), and EDGEN CORPORATION, a Nevada corporation ("Parent").

W I T N E S S E T H

        WHEREAS, the Executive serves as the President of the Company, which is a wholly-owned subsidiary of Parent, pursuant to an Employment Agreement, dated April 3, 2002 (the "Prior Agreement"), by and between the Company and the Executive;

        WHEREAS, Parent and the Company seek to utilize the Executive's knowledge, experience, talents and abilities; Parent and the Company desire to employ the Executive as the President of the Company, and the Executive desires to be so employed, subject to the terms and conditions set forth herein; and

        WHEREAS, the Executive and the Company wish to amend and restate the Prior Agreement in its entirety in accordance with the terms and conditions set forth herein.

        NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby amend and restate the Prior Agreement as follows:

        1.    Employment.    Subject to the terms and conditions hereinafter set forth, the Company and Parent hereby agree to employ the Executive, and the Executive hereby agrees to serve as the President of the Company, effective on April 30, 2004. The Executive agrees to perform such services customary to such office as shall from time to time be assigned to him by the Board of Directors of Parent (the "Board of Directors") and/or by Parent's Chief Executive Officer, or his designee (collectively the "Chief Executive Officer"). The Executive further agrees to use his best efforts to promote the interests of the Company and of Parent, and to devote his full business time and entire energies and skill to the business and affairs of the Company and of Parent in accordance with the directions and orders of the Board of Directors and/or the Chief Executive Officer; provided, however, that it shall not be a violation of this Agreement for the Executive to serve on corporate, civic, or charitable boards or committees or manage personal investments, as long as such activities do not interfere in any substantial respect with the Executive's responsibilities hereunder.

        2.    Term of Employment.    The Executive's "Employment Term" pursuant to this Agreement shall commence on the date hereof (the "Effective Date") and, unless terminated earlier pursuant to Section 4 hereof, shall terminate upon the first anniversary of the Effective Date; provided, however, that the Employment Term shall automatically be extended on a day-by-day basis (so that the remaining taint shall always be one (1) year) unless either the Company or the Executive elects not to renew such term by giving written notice (an "Employment Expiration Notice") thereof; provided, further, however, that if the Executive is terminated pursuant to Section 4 below, there shall be no automatic daily renewal of the Employment Term. The Employment Term shall terminate on the one (1) year anniversary of the date of receipt of the Employment Expiration Notice by the Employee or the Employer, as applicable.

        3.    Compensation and Other Related Matters.

        3.1.    Base Salary.    As compensation for the services rendered by the Executive hereunder, the Company shall pay, or shall cause to be paid, to the Executive during the Employment Term, and the Executive shall accept, compensation at the rate of One Hundred Eighty Thousand Dollars ($180,000.00) per annum (the "Annual Base Salary"). The Company's obligation to pay the Annual Base Salary shall begin to accrue on the Effective Date and shall be paid in accordance with the

Company's customary payroll practices which are in effect from time to time during the Employment Term. The Annual Base Salary may be increased at any time during the Employment Term by recommendation of the Chief Executive Officer to the Board of Directors. The Executive's Annual Base Salary shall be subject to all applicable withholding and other taxes.

        3.2.    Annual Bonus.    In addition to the Annual Base Salary set forth above, during the Employment Term, the Executive shall be entitled to receive an annual bonus (the "Annual Bonus") in the amount and calculated in the manner set forth on Schedule A annexed hereto. The Annual Bonus shall be payable by the Company to the Executive with respect to each year ending on December 31 by March 15 of the following year.

        3.3.    Other Employment Benefits.    During the Employment Term, the Executive shall be entitled to the following employment benefits:

        (a)   Four (4) weeks of paid vacation in each fiscal year of the Company while the Executive is employed hereunder one (1) week of which, if not used by the Executive in any given fiscal year, may be carried over to the next fiscal year; provided, that the Executive shall not have more than five (5) weeks of paid vacation in any given fiscal year as a result of such carry over and sick leave in accordance with the Company's policies from time to time in effect for executive officers of the Company; provided, that, as provided herein, vacation and/or sick leave time not used in any year may not be carried over or transferred from one year to another or converted to cash, except in a year in which there is a Change of Control (as hereinafter defined) where the Executive is no longer employed;

        (b)   participation, subject to qualification requirements, in medical, life or other insurance or hospitalization plans and long-term disability policies which are presently in effect or hereafter instituted by the Company and applicable to its executive officers generally; provided that, the Company shall pay all premium, copayment and deductible expenses of the Executive in respect of such Company plans and policies;

        (c)   participation, subject to classification requirements and continued maintenance thereof by the Company in other employee benefit plans, such as pension and profit sharing plans, which are from time to time applicable to the Company's executive officers generally; and

        (d)   an automobile allowance of One Thousand Dollars ($1,000) per month, which shall be used by the Executive to cover all lease and insurance payments with respect to one automobile of the Executive's choice for business purposes. The Company shall reimburse the Executive, upon the presentation of appropriate receipts, for all maintenance, repair and gasoline costs incurred by the Executive in connection with the use of such automobile; provided, that such costs are directly related to the performance by the Executive of his obligations to the Company hereunder.

        3.4.    Expenses.    During the Employment Term, the Executive shall be entitled to receive prompt reimbursement from the Company of all travel, entertainment and out-of-pocket expenses which are reasonably and necessarily incurred by the Executive in the performance of his duties hereunder; provided that the Executive properly accounts therefor in accordance with the Company's policies as in effect from time to time and such expenses are approved by the Chief Executive Officer.

        4.    Termination.

        4.1.    Disability.    In the event that at any time during the Employment Tem', the Executive, due to physical or mental injury, illness, disability or incapacity, including "disability" within the meaning of the disability plan(s) which the Company then has in effect entitling the Executive to benefits thereunder ("Disability"), shall fail to perform satisfactorily and continuously the duties assigned to him and the services to be performed by him hereunder for a period of three (3) consecutive months or for a non-consecutive period of five (5) months within any twelve

2

(12) month period, the Company may terminate his employment for Disability upon not less than thirty (30) days prior written notice by delivery of a Termination Notice (as defined below) to the Executive.

        4.2.    Death.    The Executive's employment shall terminate immediately upon the death of the Executive.

        4.3.    Cause.    The Company may, at any time and in its sole discretion, terminate the Executive's employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a "Termination Date") of such Termination Notice. For purposes hereof, termination for "Cause" shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting the Company and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors or the Chief Executive Officer; (iv) the Executive's habitual drunkenness as determined in the reasonable discretion of the Board of Directors or use of illegal substances; (v) the material breach by the Executive of this Agreement or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of the Company and/or Parent which the Board of Directors of the Company in its reasonable discretion deems to be good and sufficient cause; provided, that the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof and the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein prior to his employment being terminated for Cause pursuant thereto.

        4.4.    Voluntary Termination by Company.    The Company may, at any time, and in its sole discretion, terminate the employment of the Executive hereunder for any reason other than for Cause by the delivery to the Executive of a Termination Notice, effective as of the date of such Termination Notice.

        4.5.    Termination by Company in Conjunction with a Change of Control.    For purposes of this Agreement, a "Change of Control" means the sale of Parent whether by, merger, consolidation, recapitalization, reorganization, sale of securities, sale of assets or otherwise in one transaction or a series of related transactions to a person or persons (other than to Harvest Partners III, L.P. or to any person, persons or entities affiliated therewith), pursuant to which such person or persons (together with its affiliates) acquires (i) securities representing at least a majority of the voting power of all securities of Parent, including securities convertible, exchangeable or exercisable for or into voting securities of Parent, assuming the conversion, exchange or exercise of all securities convertible, exchangeable or exercisable for or into voting securities or (ii) all or substantially all of the consolidated assets of Parent. The Company may terminate the employment of the Executive hereunder in conjunction with any Change of Control in accordance with Section 5.6 hereof by delivery to the Executive of a Termination Notice (as defined above), effective as of the date stated in the Termination Notice.

        4.6.    Executive's Resignation for Good Reason.    After a Change of Control, the Executive may terminate his employment for Good Reason in accordance with Section 5.6. For purposes hereof, "Good Reason" shall mean, without the Executive's consent: (i) the assignment to the Executive of any duties inconsistent in any material respect with the Executive's position (including status, offices, duties and reporting relationships), authority, duties or responsibilities as contemplated by Section 1 hereof, or any other action by the Company which results in a significant diminution in such position, authority, duties, or responsibilities, excluding any isolated and inadvertent action not taken in bad faith and which is remedied by the Company within ten (10) days after receipt of notice thereof from the Executive; (ii) any failure by the Company to comply with any of the

3

provisions of Section 3 hereof other than an isolated and inadvertent failure not committed in bad faith and which is remedied by the Company within ten (10) days after receipt of notice thereof from the Executive; (iii) the Executive's being required to relocate to a principal place of employment more than fifty (50) miles from his principal place of employment with the Company as of the Effective Date or (iv) delivery by the Company of a notice discontinuing the automatic extension provision of Section 2 hereof.

        5.    Compensation During Disability and Upon Termination.    During a Disability Period (as herein defined) or upon the termination of the Executive's employment hereunder, the Executive shall be entitled to the following benefits:

        5.1.    Disability.    During any period (the "Disability Period") that the Executive, due to Disability fails to perform satisfactorily and continuously the duties assigned to him and the services to be performed by him hereunder, the Company shall continue to pay to the Executive the Annual Base Salary (as in effect at such time) in accordance with the provisions of Section 3.1 hereof, less any compensation payable to the Executive under the applicable disability insurance plan(s) of the Company during such Disability Period. Thereafter, if the Executive's employment hereunder is terminated pursuant to Section 4.1 hereof; the Company shall have no further obligations hereunder after the Termination Date other than the payment of (a) the Annual Base Salary (as in effect during the year of such termination) payable in accordance with the Company's customary payroll practices (less any compensation payable to the Executive under the applicable disability insurance plan(s) of the Company), for the twelve (12) month period immediately following the Termination Date and (b) the Executive's pro rata portion of the Annual Bonus due pursuant to Section 3,2 hereof for the calendar year in which such termination occurs (based upon the number of days during such year that the Executive was employed over 365 days prior to termination), payable on the same date as such Annual Bonus would have been payable for such year pursuant to Section 3.2 hereof had the Employment Term not been so terminated.

        5.2.    Death.    If the Executive's employment is terminated pursuant to Section 4.2 hereof as a result of the Executive's death, the Company shall have no further obligations hereunder after the date of the Executive's death other than the payment to the Executive's estate, legal representative, heirs or other beneficiaries of (a) the Annual Base Salary (as in effect during the calendar year of such death) payable in accordance with the Company's customary payroll practices, for the twelve (12) month period immediately following the date of the Executive's death, and (b) the Executive's pro rata portion of the Annual Bonus due pursuant to Section 3.2 hereof for the calendar year in which such death occurred (based upon the number of days during such year that the Executive was employed over 365 days prior to death), payable on the same date as such Annual Bonus would have been payable for such year pursuant to Section 3.2 hereof had the Employment Term not been so terminated.

        5.3.    Cause.    If the Executive's employment is terminated by the Company for Cause pursuant to Section 4.3 hereof; the Company shall have no further obligations hereunder after the Termination Date other than the payment to the Executive of the Annual Base Salary accrued and unpaid through the Termination Date. The Company shall not be obligated to make any bonus payments to the Executive pursuant to Section 3.2 hereof for the calendar year in which such termination occurs or to provide any of the benefits set forth in Section 3.3 of this Agreement after the Termination Date, except as may be required by applicable law.

        5.4.    Voluntary Termination by Company.    If the Company voluntarily terminates the Executive's employment hereunder pursuant to Section 4.4 hereof; the Company shall have no further obligations hereunder after the Termination Date other than the payment of (a) (i) one (1) year of the Annual Base Salary (as in effect during the year of such termination) payable in accordance with the Company's customary payroll practices, and (ii) at no greater out-of-pocket

4

expense to the Company than incurred prior to termination, the Company-sponsored medical and health benefits (or the reimbursement of COBRA premiums) previously made available to the Executive, but only to the extent permitted by such policies or plans, or as otherwise required by law, and (b) the Annual Bonus due pursuant to Section 3.2 hereof for the calendar year in which such termination occurs, payable on the same date as such Annual Bonus would have been payable for such calendar year pursuant to Section 3.2 hereof had the Employment Term not been so terminated.

        5.5.    Termination by Executive.    If at any time during the Employment Term, the Executive terminates his employment with the Company and Parent for any reason whatsoever other than Good Reason pursuant to Section 4.6 hereof, the Company shall have no further obligations hereunder after the Termination Date other than the payment to the Executive of the Annual Base Salary accrued and unpaid through the Termination Date. The Company shall not be obligated and shall be released from all obligations to make any bonus payments to the Executive pursuant to Section 3.2 hereof, if any, for the calendar year in which such termination occurs, or to provide any of the benefits set forth in Section 3.3 of this Agreement after the Termination Date, except as may be required by applicable law.

        5.6.    Termination in Conjunction with a Change of Control.    If (a) the Company terminates the employment of the Executive hereunder in conjunction with any Change of Control, pursuant to Section 4.5 hereof; (b) the Company or any successor entity thereto terminates the employment of the Executive without Cause within six (6) months of any Change of Control; or (c) the Executive terminates his employment for Good Reason within six (6) months of any Change of Control, the Company, or any successor entity thereto, shall have no further obligations hereunder after the Termination Date other than (i) the payment of one (1) year of the Annual Base Salary (as in effect during the year of such termination) payable in accordance with the Company's customary payroll practices; (ii) the payment of the Annual Bonus due pursuant to Section 3.2 hereof for the calendar year in which such termination occurs, payable on the same date as such Annual Bonus would have been payable for such calendar year pursuant to Section 3.2 hereof had the Employment Term not been so terminated; provided, however, the Annual Bonus for the calendar year in which such termination occurs, shall be pro rated, based on the number of days the Executive was employed (less any Disability Period) over 365 days; and (iii) at no greater out-of-pocket expense to the Company than incurred prior to termination, the Company shall pay for twelve (12) months the premiums for Company-sponsored medical and health benefits (or the reimbursement of COBRA premiums) previously made available to the Executive, but only to the extent permitted by such policies or plans, or as otherwise required by law; however, if the Executive becomes eligible for coverage under any other medical and health policy after termination of employment, or is, or becomes covered by any other medical and health policy the Company's obligation to pay the premiums due by the Executive for Company-sponsored medical and health benefits shall cease immediately. Notwithstanding the foregoing, in the event that the Executive, or any of his Affiliates (as defined below), participates in any Change of Control transaction as an equity participant and/or as a purchaser of securities or assets and, immediately after the consummation of the Change of Control transaction remains, or within six (6) months of such transaction, becomes actively involved in the operation of the Company, Parent or any successor entity thereto as an officer, director or employee, the provisions of this Section 5.6 shall terminate and be of no force or effect. An "Affiliate" shall mean an individual, a corporation, an association, a joint venture, a partnership, a limited liability company, an estate, a trust, an unincorporated organization and any other entity or organization, governmental or otherwise that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the Executive.

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        6.    Confidentiality.    The Executive acknowledges that it is the policy of the Company and Parent to maintain as secret and confidential all Confidential Information (as defined herein). The parties hereto recognize that the services to be performed by the Executive pursuant to this Agreement are special and unique, and that by reason of his employment by the Company both before and after the Effective Date, the Executive will acquire, or may have acquired, Confidential Information. The Executive recognizes that all such Confidential Information is and shall remain the sole property of the Company and Parent, as applicable, free of any rights of the Executive, and acknowledges that the Company and Parent have a vested interest in assuring that all such Confidential Information remains secret and confidential. Therefore, in consideration of the Executive's employment with the Employer pursuant to this Agreement, the Executive agrees that at all times from after the Effective Date, he will not, directly or indirectly, disclose to any person, firm, company or other entity (other than Parent or any of its Affiliates (for the purposes of this Employment Agreement, the term "Affiliate(s)" means Parent, its successor(s), any direct or indirect subsidiary of Parent or its successor(s), or any division of a subsidiary)) any Confidential Information, except as required in the performance of his duties hereunder, without the prior written consent of the Company or Parent, as applicable, except to the extent that (i) any such Confidential Information becomes generally available to the public, other than as a result of a breach by the Executive of this Section 6, or (ii) any such Confidential Information becomes available to the Executive on a non-confidential basis from a source other than Parent or any of its Affiliates or advisors; provided that such source is not known by the Executive to be bound by a confidentiality agreement with, or other obligation of secrecy to, the Parent, any of its Affiliates or another party. In addition, it shall not be a breach of the confidentiality obligations hereof if the Executive is required by law to disclose any Confidential Information; provided that in such case, the Executive shall (a) give the Company and/or Parent, as applicable, the earliest notice possible that such disclosure is or may be required and (b) cooperate with the Company and/or Parent, as applicable, at the Company's and/or Parent's expense, as applicable, in protecting, to the maximum extent legally permitted, the confidential or proprietary nature of the Confidential Information which must be so disclosed. The obligations of the Executive under this Section 6 shall survive any termination of this Agreement. During the Employment Term, the Executive shall exercise all due and diligent precautions to protect the integrity of the business plans, customer lists, statistical data and compilation, agreements, contracts, manuals or other documents of the Company and/or Parent which embody the Confidential Information, and upon the expiration or the termination of the Employment Term, the Executive agrees that all Confidential Information in his possession, directly or indirectly, that is in writing or other tangible form (together with all duplicates thereof) will forthwith be returned to the Company and/or Parent, as applicable, and will not be retained by the Executive or furnished to any person, either by sample, facsimile, film, audio or video cassette, electronic data, verbal communication or any other means of communication. The Executive agrees that the provisions of this Section 6 are reasonably necessary to protect the proprietary rights of the Company and/or Parent in the Confidential Information and their trade secrets, goodwill and reputation.

        For purposes hereof, the term "Confidential Information" means all information heretofore or hereafter developed or used by Parent or any of its Affiliates relating to the Business (as defined below), and the operations, employees, customers, suppliers and distributors of Parent or any of its Affiliates, including, but not limited to, customer lists, customer orders, purchase orders, financial data, pricing information and price lists, business plans and market strategies and arrangements, all books, records, manuals, advertising materials, catalogues, correspondence, mailing lists, production data, sales materials and records, purchasing materials and records, personnel records, quality control records and procedures included in or relating to the Business or any of the assets of Parent and/or its Affiliates, and all trademarks, tradenames, copyrights and patents, and applications therefor, all trade secrets, inventions, processes, procedures, research records, market surveys and marketing know-how and other technical papers of Parent and/or any of its Affiliates, except that notwithstanding anything to the contrary contained herein, the term Confidential Information shall not include any such information

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that is publicly known or that becomes publicly known (other than as a result of any action on the part of, or a breach of the provisions of this Section 6, by the Executive).

        For purposes hereof, the term "Business" shall mean the business of (a) distributing and selling industrial steel pipe, including large OD pipe, heavy wall and X-grade pipe, DSAW, seamless, continuous weld, ERW pipe and abrasive resistant pipe (mine pipe), and valves, alloy pipe, flanges and fittings, welded fittings and flanges (high yield, stainless, exotic carbon, chrome and low temp) per ANSI B16.9 and B16.5 (commodity lines and specials, i.e., anchor flanges and swivel ring flanges) forged steel fittings, outlets, pipe nipples, swage nipples, hot induction bends and Pikotek gaskets/insulation kits, stainless steel and other nickel alloy and hastelloy pipe, valves, fittings and flanges, including all chrome grades, (collectively, the "Products"); (b) providing added value services to such pipe and steel Products, including, flame cutting, sawing, welding, sandblasting, priming, top coat painting, epoxy applications and end finishing, and conversion of pipe to other components or products; (c) entering into joint venture, partnership or agency arrangements relating to the sale or distribution of surplus stainless steel pipe, fittings and flanges, but excluding value-added services if not sold as part of the Products; and (d) any endeavor entered into by Parent or any Affiliates after the signing of this agreement, but before termination of the employment of the Executive.

        7.    Noncompetition; Nonsolicitation.    (a) The Executive agrees that, during the Employment Term and for the period during which the Executive receives compensation pursuant to Section 5.4 hereof (to the extent applicable), whichever is greater (such period being referred to herein as the "Initial Noncompete Period") (A) the Executive will not own or control any business that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area where the Company is engaged in the sale and/or distribution of the Products (a "Competing Business") on the date the Executive's employment is terminated hereunder, including, without limitation, the State of Texas and each and every parish throughout the State of Louisiana specified on Schedule B hereto, (B) the Executive will not, directly or indirectly, whether for himself or on behalf of any other person (or affiliate), engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest (whether as a stockholder, director, officer, partner, consultant, proprietor, agent or otherwise) in, or aid or assist anyone else in the conduct of, any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area where the Company is engaged in the sale and/or distribution of the Products on the date the Executive's employment is terminated hereunder, including, without limitation, the State of Texas and each and every parish throughout the State of Louisiana specified on Schedule B hereto, or (C) the Executive will not, either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within two (2) years prior to the date of such action been a customer or supplier of the Parent or any of its Affiliates, subsidiaries or divisions. It is agreed that for purposes of this Section 7(a), a Competing Enterprise is only a business entity in which the sale and/or distribution of the Products constitutes more than 5% of that business and/or entity's overall business revenues, and only such a Competing Enterprise shall be considered to "in any significant manner compete with" Parent or its Affiliates. Notwithstanding the foregoing, the Executive's ownership of securities of a public company engaged in competition with the Company not in excess of 5% of any class of such securities shall not be considered a breach of the covenants set forth in this Section 7(a) above.

        (b)   The Executive agrees that, at all times from after the Effective Date and for (i) a period of twelve (12) months following the date of termination of the Executive's employment with Parent

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and the Company, or (ii) the period during which the Executive receives compensation pursuant to Section 5.4 hereof (to the extent applicable), whichever is greater, the Executive will not, either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, (A) seek to persuade any employee of Parent or any of its Affiliates, subsidiaries or divisions to discontinue his or her status or employment therewith or seek to persuade any employee or former employee to become employed or to provide consulting or contract services in a business or activities competitive with the Business; or (B) solicit, employ or directly or indirectly cause to be solicited or employed, or engage, directly or indirectly, the services of any employee or former employee of Parent or any of its Affiliates.

        (c)   Notwithstanding anything to the contrary contained herein, the Initial Non-Compete Period referred to in Sections 7(a) and (b) above may be extended for two (2) successive periods of one (1) year each following the expiration of the Initial Non-Compete Period and the restrictions set forth in Section 7(a) and (b) above shall remain in full force and effect until the expiration of such additional one-year period(s), at the Company's option. Should the Company elect to extend the Initial Non-Compete Period (or any subsequent one-year period) pursuant hereto, the Company shall provide the Executive with written notice of such extension at least ninety (90) days prior to the expiration of each of the Initial Non-Compete Period, the first and the second one-year periods following such Initial Non-Compete Period, as the case may be; provided that it is understood and agreed that the Company's right to extend for the second one-year period is dependent on the Company having extended for the first one-year period as provided herein. In the event the Company elects to extend the Initial Non-Compete Period (or any subsequent one-year period) pursuant hereto, the Company shall pay the Executive, in consideration of the agreements of the Executive not to compete with the Parent and any of its respective Affiliates until the expiration of such extended one-year period(s), the Annual Base Salary (as in effect during the year of termination of the Executive's employment) in respect of each such additional one-year period, payable in accordance with the Company's customary payroll practices.

        8.    Inventions.    Any and all inventions made, developed or created by the Executive (whether at the request or suggestion of the Company and/or Parent or otherwise, whether alone or in conjunction with others, and whether during regular working hours or otherwise) during the period of his employment with the Company and/or Parent, which may be directly or indirectly useful in, or relate to, the Business or the business of Parent or any of its Affiliates, shall be promptly and fully disclosed by the Executive to the Board of Directors, and shall be the Company's exclusive property as against the Executive. The Executive shall promptly deliver to the Board of Directors all papers, drawings, models, data and other material relating to any invention made, developed or created by him as aforesaid. The Executive hereby assigns any and all such inventions to the Company and hereby agrees to execute and deliver such agreements, certificates, assignments or other documents as may be necessary to effect the assignment to the Company of any and all such inventions as contemplated by this Section 8. The Executive shall, upon the Company's and/or Parent's request, as applicable, and without any payment therefor, execute any documents necessary or advisable in the opinion of the Company's and/or Parent's counsel, as applicable, to direct issuance of patents or copyrights of the Company and/or Parent, as applicable, with respect to such inventions as are to be in the Company's and/or Parent's exclusive property, as applicable, as against the Executive under this Section 8 or to vest in the Company and/or Parent, as applicable, title to such inventions as against the Executive, the expense of securing any such patent or copyright, to be borne by the Company and/or Parent, as applicable.

        9.    Breach.

        9.1.  Both parties recognize that the services to be rendered under this Agreement by the Executive are special, unique and extraordinary in character, and that in the event of a breach by

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Executive of the material terms and conditions of the obligations to be performed by him hereunder, the Company shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity, to obtain damages for any breach of this Agreement, or to enforce the specific performance thereof by the Executive. Without limiting the generality of the foregoing, the parties acknowledge that a breach by the Executive of his material obligations under Sections 6, 7 or 8 could cause the Company irreparable harm for which no adequate remedy at law would be available in respect thereof and that therefore upon proof of the same the Company would be entitled to seek and obtain injunctive relief with respect thereto.

        9.2.  In the event of a breach by the Company of the material terms and conditions of the obligations to be performed by it hereunder, the Executive shall provide the Company with written notice thereof, specifying the nature of the breach, within seven (7) days of such breach and the Company shall have thirty (30) days followings its receipt of such notice to cure the breach specified therein to the reasonable satisfaction of Executive. To the extent the Company fails to cure such breach as provided herein, the Executive shall then be entitled, if he so elects, to institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity, to obtain damages for such breach. To the extent the Company fails to cure such breach as provided herein, the non-competition restrictions set forth in Section 7 shall terminate.

        10.    Parent's Guaranty.    Parent hereby guarantees all of Company's obligations under this Agreement, including, but not limited to, prompt and full payment of any and all amounts due the Executive under this Agreement.

        11.    Insurance.    The Executive acknowledges and agrees that the Company may obtain a life insurance policy on the life of the Executive with the Company named as the beneficiary. If the Company so elects, the Executive covenants and agrees to cooperate fully with the Company's efforts to obtain such insurance policy.

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        12.    Conflicting Agreements.    The Executive hereby represents and warrants to the Company that (a) neither the execution of this Agreement by the Executive nor the performance by the Executive of any of his obligations or duties hereunder will conflict with or violate or constitute a breach of the terms of any employment or other agreement to which the Executive is a party or by which the Executive is bound, and (b) the Executive is not required to obtain the consent of any person, firm, corporation or other entity in order to enter into this Agreement or to perform any of his obligations or duties hereunder.

        13.    Further Assurances.    The Executive hereby agrees to execute and deliver such agreements, certificates or other documents as may be reasonably requested by the Company which may be necessary or are required hereunder.

        14.    Miscellaneous.

        14.1.    Successors; Binding Agreement.    This Agreement and all rights of the Executive hereunder shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns; provided, that the duties of the Executive hereunder are personal to the Executive and may not be delegated or assigned by him.

        14.2.    Notice.    All notices and other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, by registered or certified mail, postage prepaid, or by a nationally recognized overnight courier service as follows:

(a)

If to the Executive:

at his then current address
included in the employment records of the Company;

with a copy to:

(b)

If to the Company or Parent:

c/o Edgen Louisiana Corporation
18444 Highland Road
Baton Rouge, LA 70809
Attention: President

with a copy to:

Piper Rudnick LLP
1251 Avenue of the Americas
New York, New York 10020-1104
Attention: Leonard Gubar, Esq.

or to such other address as any party may have furnished to the other parties in writing in accordance herewith.

        14.3.    Governing Law.    This Agreement shall be governed by and in accordance with the laws of the State of Louisiana without regard to conflict of law rules thereof.

        14.4.    Waivers.    The waiver of any party hereto of any right hereunder or of any failure to perform or breach by any other party hereto shall not be deemed a waiver of any other right hereunder or of any other failure or breach by any other party hereto, whether of the same or a similar nature or otherwise. No waiver shall be deemed to have occurred unless set forth in writing executed by or on behalf of the waiving party. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

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        14.5.    Validity.    The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall otherwise remain in full force and effect. Moreover, if any one or more of the provisions contained in this Agreement is held to be excessively broad as to duration or scope, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent compatible with applicable law.

        14.6.    Entire Agreement.    This Agreement sets forth the entire agreement and understanding of the parties in respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of either party in respect of said subject matter.

        14.7.    Headings Descriptive.    The headings of the several paragraphs of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

        14.8.    Counterparts.    This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

EXECUTIVE:
/s/  CRAIG S. KIEFER Craig S. Kiefer
EDGEN CARBON PRODUCTS GROUP, L.L.C.
By:	/s/  DAVID L. LAXTON, III
Name:	David L. Laxton, III
Title:	Secretary / Treasurer
With respect to Section 10 only
EDGEN CORPORATION
By:	/s/  DANIEL J. O'LEARY
Name:	Dan J. O'Leary
Title:	President / CEO

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ANNUAL BONUS

        A bonus for a percentage of the Executive's Annual Base Salary may earned by the Executive based on the Parent's consolidated earnings before interest, income taxes, depreciation and amortization ("EBITDA"). Prior to each fiscal year, the Parent's Board of Directors will determine a targeted EBITDA amount ("Target EBITDA") for the ensuing fiscal year. The Board of Directors determination shall be fixed and binding on the Parent, the Company and the Executive. For 2004, the pre-bonus Target EBITDA is $17,358,400. If 2004 EBITDA is less than or equal to $9.0 million (the "Minimum EBITDA"), then the Executive shall not be entitled to receive any bonus. If 2004 EBITDA is greater than the Minimum EBITDA, then the Executive shall be entitled to receive a bonus in an amount equal to 2% of his Annual Target Bonus for each 1% of Target EBITDA in excess of Minimum EBITDA. For 2004, the Executive's Annual Target Bonus is $180,000.

        In addition, the amount of any bonus earned by the Executive under the Target EBITDA formula described above will be adjusted downward by an amount not to exceed 20% if the Parent's working capital ratio at the fiscal year end exceeds the target working capital ratio established by the Parent's Board of Directors at the beginning of the fiscal year. The working capital ratio is defined as the sum of accounts receivable and inventories divided by the sum of trade accounts payable and accrued expenses, expressed as a percent of Parent's consolidated sales. For 2004, the target working capital ratio is 25.5%.

        Should the actual working capital ratio exceed the target working capital ratio, then the bonus amount shall be reduced by an amount equal to the percentage that the actual working capital ratio exceeds the target working capital ratio. For example, if the target working capital ratio is 30% and the actual working capital ratio is 33%, then the bonus amount will be reduced by 10% (33% - 30% 3%; 3%/30% = 10%).

        Any bonus earned will be paid by March 15 of the year following the year in which the bonus is earned.

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Schedule B

LOUISIANA PARISHES

Acadia
Allen
Ascension
Assumption
Avoyelles
Beauregard
Bienville
Bossier
Caddo
Calcasieu
Caldwell
Cameron
Catahoula
Claiborne
Concordia
DeSoto
East Baton Rouge
East Carroll
East Feliciana
Evangeline
Franklin
Grant Iberia
Iberville
Jackson
Jefferson
Jefferson Davis
Lafayette
Lafourche
LaSalle
Lincoln
Livingston
Madison
Morehouse
Natchitoches
Orleans
Ouachita
Plaquemines
Pointe Coupee
Rapides
Red River
Richland
Sabine
St. Bernard St. Charles
St. Helena
St. James
St. John the Baptist
St. Landry
St. Martin
St. Mary
St. Tammany
Tangipahoa
Tensas
Terrebonne
Union
Vermillion
Vernon
Washington
Webster
West Baton Rouge
West Carroll
West Feliciana
Winn

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
ANNUAL BONUS
Schedule B
LOUISIANA PARISHES

EX-10.13

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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EX-21.1

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Exhibit 21.1

Subsidiaries of Edgen Corporation

Edgen Louisiana Corporation, a Louisiana Corporation
Edgen Alloy Products Group, L.L.C., a Louisiana Limited Liability Company
Edgen Carbon Products Group, L.L.C., a Louisiana Limited Liability Company
Murray International Metals, Inc., a Texas Corporation
Edgen Canada, Inc., an Alberta, Canada Corporation
Western Flow Products, Inc., an Alberta, Canada Corporation

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Subsidiaries of Edgen Corporation

EX-31.1

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EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
18 U.S.C. SECTION 1350
CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER

I, Daniel J. O'Leary, certify that:

1.

I have reviewed this Annual Report on Form 10-K for the fiscal period ended December 31, 2005 of Edgen Corporation;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

March 31, 2006

By: /s/  DANIEL J. O'LEARY Daniel J. O'Leary
President and Chief Executive Officer

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CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 18 U.S.C. SECTION 1350 CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER

EX-31.2

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EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
18 U.S.C. SECTION 1350
CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, David L. Laxton, III, certify that:

1.

I have reviewed this Annual Report on Form 10-K for the fiscal period ended December 31, 2005 of Edgen Corporation;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

March 31, 2006

By: /s/  DAVID L. LAXTON, III David L. Laxton, III
Chief Financial Officer

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CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 18 U.S.C. SECTION 1350 CERTIFICATION OF CHIEF FINANCIAL OFFICER

EX-32.1

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EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Annual Report of Edgen Corporation (the "Company") on Form 10-K for the fiscal year ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Daniel J. O'Leary, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.§1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 31, 2006

By: /s/  DANIEL J. O'LEARY Daniel J. O'Leary
President and Chief Executive Officer

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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-32.2

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EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Annual Report of Edgen Corporation (the "Company") on Form 10-K for the fiscal year ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David L. Laxton, III, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.§1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 31, 2006

By: /s/  DAVID L. LAXTON, III David L. Laxton, III
Chief Financial Officer

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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002