Contract
Exhibit 10.5.2
SUPPLEMENT NO. 2 dated as of October 31, 2007 (this
“Supplement”) to the SECURITY AGREEMENT dated as of January 31, 2007
(as the same may be amended, restated, supplemented or otherwise modified or
replaced from time to time, the “Security Agreement”) among each of
the Grantors listed on the signature pages thereto (each such subsidiary
individually, a “Grantor” and, collectively, the “Grantors”),
and Xxxxxx Commercial Paper Inc., as Collateral Agent for the lenders (the
“Lenders”) from time to time parties to the Credit Agreement referred
to below.
A. Reference is made to the Term Loan Credit Agreement, dated as of January 31, 2007 (as the
same may be amended, restated, supplemented or otherwise modified, refinanced or replaced from time
to time, the “Credit Agreement”), among XxXxxxxx Corporation, a West Virginia corporation
(the “Borrower”), the lending institutions from time to time party thereto (the
“Lenders”) and Xxxxxx Commercial Paper Inc. as Administrative Agent and as Collateral Agent
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Security Agreement.
C. Section 8.13 of the Security Agreement provides that each Subsidiary of the Borrower that
is required to become a party to the Security Agreement pursuant to Section 9.11 of the Credit
Agreement shall become a Grantor, with the same force and effect as if originally named as a
Grantor therein, for all purposes of the Security Agreement upon execution and delivery by such
Subsidiary of an instrument in the form of this Supplement. Each undersigned Subsidiary (each, a
“New Grantor”) is executing this Supplement in accordance with the requirements of the
Security Agreement to become a Subsidiary Grantor under the Security Agreement as consideration for
the Obligations.
Accordingly, the Collateral Agent and the New Grantors agree as follows:
SECTION 1. In accordance with Section 8.13 of the Security Agreement, each New Grantor by its
signature below becomes a Grantor under the Security Agreement with the same force and effect as if
originally named therein as a Grantor and each New Grantor hereby (a) agrees to all the terms and
provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents
and warrants that the representations and warranties made by it as a Grantor thereunder are true
and correct on and as of the date hereof. In furtherance of the foregoing, each New Grantor, as
security for the payment and performance in full of the Obligations, does hereby bargain, sell,
convey, assign, set over, mortgage, pledge, hypothecate and transfer to the Collateral Agent, for
the benefit of the Secured Parties, and hereby grants to the Collateral Agent, for the benefit of
the Secured Parties, a security interest in all of the Collateral of such New Grantor, in each case
whether now or hereafter existing or in which it now has or hereafter acquires an interest. Each
reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor.
The Security Agreement is hereby incorporated herein by reference.
SECTION 2. Each New Grantor represents and warrants to the Collateral Agent and the other
Secured Parties that this Supplement has been duly authorized, executed and
delivered by it and constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms, subject to the effects of bankruptcy, insolvency or similar laws
affecting creditors’ rights generally and general equitable principles.
SECTION 3. This Supplement may be executed by one or more of the parties to this Supplement
on any number of separate counterparts (including by facsimile or other electronic transmission),
and all of said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with
the Collateral Agent and the Borrower. This Supplement shall become effective as to each New
Grantor when the Collateral Agent shall have received counterparts of this Supplement that, when
taken together, bear the signatures of such New Grantor and the Collateral Agent.
SECTION 4. Such New Grantor hereby represents and warrants that (a) set forth on Schedule A
hereto is (i) the legal name of such New Grantor, (ii) the jurisdiction of incorporation or
organization of such New Grantor, (iii) the identity or type of organization or corporate structure
of such New Grantor and (iv) the Federal Taxpayer Identification Number and organizational number
of such New Grantor and (b) as of the date hereof (i) Schedule I hereto sets forth all of such New
Grantor’s exclusive Licenses of registered Copyrights, (ii) Schedule II hereto sets forth all of
such New Grantor’s registered Copyrights (and all applications therefor), (iii) Schedule III hereto
sets forth all of such New Grantor’s exclusive Licenses of registered Patents, (iv) Schedule IV
hereto sets forth all of such New Grantor’s registered Patents (and all applications therefor), (v)
Schedule V hereto sets forth all of such New Grantor’s exclusive Licenses of registered Trademarks,
and (vi) Schedule VI hereto sets forth all of such New Grantor’s registered Trademarks (and all
applications therefor).
SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in
full force and effect.
SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Any provision of this Supplement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof and in the Security
Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor
in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the invalid, illegal
or unenforceable provisions.
SECTION 8. All notices, requests and demands pursuant hereto shall be made in accordance with
Section 8.2 of the Security Agreement. All communications and notices hereunder to each New
Grantor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section
14.2 of the Credit Agreement.
SECTION 9. Each New Grantor agrees to reimburse the Collateral Agent for its reasonable
out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other
charges and disbursements of counsel for the Collateral Agent.
[Signature Pages Follow]
IN WITNESS WHEREOF, each New Grantor and the Collateral Agent have duly executed this
Supplement to the Security Agreement as of the day and year first above written.
| West Oklahoma PVF Company, as New Grantor |
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| By: | /s/ X. X. Xxxxxx III | |||
| Name: | Xxxxx X. Xxxxxx III | |||
| Title: | President | |||
| Red Man Pipe & Supply Co., as New Grantor |
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| By: | /s/ Xxx Xxxxx | |||
| Name: | Xxx Xxxxx | |||
| Title: | Chief Financial Officer | |||
| Wesco Acquisition Partners, Inc., as New Grantor |
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| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Chairman of the Board | |||
[Signature Page to Supplement No. 2 to Term Loan Security Agreement]
| Xxxxxx Commercial Paper
Inc., as Collateral Agent |
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| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
[Signature Page to Supplement No. 2 to Term Loan Security Agreement]
