REAFFIRMATION AGREEMENT
Exhibit 4.5
This REAFFIRMATION AGREEMENT, dated as of February 11, 2010 (this “Agreement”), is
entered into by and among XxXxxxxx Red Man Corporation, a West Virginia corporation (the
“Issuer”), each of the Subsidiaries of the Issuer listed on the signature pages hereto
(each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary
Grantors”) and U.S. Bank National Association, as Collateral Trustee (such term and each other
capitalized term, unless otherwise specified herein, shall have the meanings ascribed to them in
the Indenture described below).
WHEREAS, reference is made to (a) that certain Indenture, dated as of December 21, 2009 (the
“Indenture”), by and among the Issuer, XxXxxxxx Red Man Holding Corporation, a Delaware
corporation (“Holdings” and, together with the Issuer and the Subsidiary Grantors, the
“Reaffirming Parties”), the Subsidiary Grantors and U.S. Bank National Association, as
trustee thereunder, and (b) that certain Purchase Agreement, dated as of February 8, 2010 (the
“Purchase Agreement”), among the Issuer, Holdings, the Subsidiary Grantors and Xxxxxxx,
Sachs & Co. and Barclays Capital Inc. as representatives of the purchasers named therein;
WHEREAS, each Reaffirming Party (other than Holdings) is party to one or more of the Security
Documents;
WHEREAS, each Reaffirming Party has realized, and continues to realize, substantial direct and
indirect benefits as a result of the Indenture becoming effective and the consummation of the
transactions contemplated thereby, including the issuance and sale of $50,000,000 aggregate
principal amount of Notes on the date hereof under the Indenture pursuant to the Purchase Agreement
(the “Add-On Notes”);
WHEREAS, each Reaffirming Party expects to realize substantial direct and indirect benefits as
a result of the Purchase Agreement becoming effective and the consummation of the transactions
contemplated thereby; and
WHEREAS, the execution and delivery of this Agreement is a condition precedent to the
consummation of the transactions contemplated by the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
Reaffirmation and Acknowledgment
SECTION 1.01 Reaffirmation.
Each Reaffirming Party hereby consents to the Purchase Agreement and the transactions contemplated
thereby and hereby ratifies and reaffirms all payment and performance obligations, contingent or
otherwise, and undertakings arising under or pursuant to its respective agreements, guarantees,
pledges and grants of security interests and Liens, as applicable, under and subject to
the terms of the Indenture and each Security Document to which it is party, and agrees that,
notwithstanding the effectiveness of the Purchase Agreement and the consummation of the
transactions contemplated thereby, such guarantees, pledges and grants of security interests and
Liens are in full force and effect and shall hereafter continue to guarantee the Obligations under
the Priority Lien Documents and secure the “Obligations” (under and as defined in the Security
Agreement), as applicable.
SECTION
1.02 Acknowledgment.
Each
of the Reaffirming Parties acknowledges that (a) the Add-On Notes are “Additional Notes” (under
and as defined in the Indenture), (b) the Holders from time to time of the Add-On Notes are (i)
“Additional Senior Secured Notes Secured Parties” (under and as defined in the Intercreditor
Agreement), (ii) holders of “Priority Lien Obligations” (under and as defined in the Collateral
Trust Agreement) and (iii) “Additional Senior Secured Notes Secured Parties” (under and as defined
in the Security Agreement) and (c) all obligations of the Reaffirming Parties in respect of the
Add-On Notes are (i) “Additional Senior Secured Notes Obligations” (under and as defined in the
Intercreditor Agreement), (ii) “Priority Lien Obligations” (under and as defined in the Collateral
Trust Agreement) and (iii) and “Obligations” (under and as defined in the Security Agreement).
ARTICLE II
Miscellaneous
SECTION 2.01 Senior Secured Notes Document; Priority Lien Document.
This Agreement is (i) a “Senior Secured Notes Document” (under and as defined in the
Intercreditor Agreement), (ii) a “Priority Lien Document” (under and as defined in the Collateral
Trust Agreement) and (iii) a “Senior Secured Notes Document” (under and as defined in the Security
Agreement).
SECTION 2.02 Effectiveness; Counterparts.
This Agreement shall become effective on the date when copies hereof (which, when taken
together, bear the signatures of each of the Reaffirming Parties set forth on the signature pages
hereto and the Collateral Trustee) shall have been received by the Collateral Trustee. This
Agreement may not be amended nor may any provision hereof be waived except with the prior written
consent of all parties hereto. This Agreement may be executed in two or more counterparts, each of
which shall constitute an original but all of which when taken together shall constitute but one
contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or
other electronic transmission shall be effective as delivery of a manually executed counterpart of
this Agreement.
SECTION 2.03 No Novation; No Offset.
This Agreement shall not discharge, release or modify the obligations for the payment of money
outstanding under the Notes or the perfection or priority of any Security Document, any Lien
thereunder or any other security therefor. Nothing herein contained shall be construed as a
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substitution or novation of the obligations outstanding under the Notes or instruments securing
such obligations, which shall remain in full force and effect. Nothing in this Agreement shall be
construed as a release or other discharge of any Reaffirming Party under any Security Document from
any of its obligations and liabilities under the Notes or the Security Documents. Each Reaffirming
Party acknowledges that on the date hereof all outstanding Obligations under the Priority Lien
Documents are payable in accordance with their terms.
SECTION 2.04 GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATION OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK. THE “SUBMISSION TO JURISDICTION; WAIVERS” PROVISIONS OF THE
INTERCREDITOR AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE.
SECTION
2.05 No Amendments.
Except as expressly set forth herein, no amendments to any documents are intended hereby.
[Signature Pages Follow]
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IN WITNESS WHEREOF, each Reaffirming Party and the Collateral Trustee have caused this
Agreement to be duly executed by their respective authorized officers as of the day and year first
above written.
| Issuer: XXXXXXXX RED MAN CORPORATION (f/k/a XxXxxxxx Corporation) |
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| By | /s/ Xxxxxx Xxxx | |||
| Name: | Xxxxxx Xxxx | |||
| Title: | President and Chief Executive Officer | |||
| Holdings: XXXXXXXX RED MAN HOLDING CORPORATION |
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| By | /s/ Xxxxxx Xxxx | |||
| Name: | Xxxxxx Xxxx | |||
| Title: | Chairman of the Board, President and Chief Executive Officer |
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| Subsidiary Grantors: XXXXXXXX RED MAN DEVELOPMENT CORPORATION XXXXXXXX NIGERIA LIMITED XXXXXXXX-PUERTO RICO CORPORATION XXXXXX OIL & GAS COMPANY GREENBRIER PETROLEUM CORPORATION XXXXXXX REALTY COMPANY XXXXXXXX-XXXX AFRICA CORPORATION MRC MANAGEMENT COMPANY MRM OKLAHOMA MANAGEMENT LLC MIDWAY- TRISTATE CORPORATION |
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| By: | /s/ Xxxxxx Xxxx | |||
| Name: | Xxxxxx Xxxx | |||
| Title: | President and Chief Executive Officer | |||
| Acknowledged and Agreed to by: U.S. BANK NATIONAL ASSOCIATION, as Collateral Trustee |
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| By: | /s/ Xxxxxxx Xxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxx | |||
| Title: | Vice President | |||
