AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among the Persons listed on Schedule A hereto under the heading GSCP MEMBERS, the Persons listed on Schedule A hereto under the heading MCJ MEMBERS, the Persons listed on Schedule A hereto...Registration Rights Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is made as of October 31, 2007, by and among PVF Holdings LLC, a Delaware limited liability company (“PVF Holding” or the “Company”) (f/k/a McJ Holding LLC), the Persons listed on Schedule A hereto under the heading GSCP Members (the “GSCP Members”), the Persons listed on Schedule A hereto under the heading McJ Members (the “McJ Members”) and the Persons listed on Schedule A hereto under the heading RM Members (the “RM Members”) and the Persons listed from time to time as a “Holder” on Schedule A hereto.
MCJUNKIN RED MAN HOLDING CORPORATION NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply • New York
THIS AGREEMENT (this “Agreement”), is made effective as of [________, 200__] (the “Date of Grant”), between McJunkin Red Man Holding Corporation, a Delaware corporation (the “Company”), PVF Holdings LLC, a Delaware limited liability company (“PVF Holdings LLC”) (solely for purposes of Section 16 hereof), and [__________] (the “Participant”).
MCJUNKIN RED MAN HOLDING CORPORATION RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply • New York
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), made as of February 24, 2009 (the “Grant Date”), between McJunkin Red Man Holding Corporation, a Delaware corporation (the “Company”), PVF Holdings LLC, a Delaware limited liability company (solely for purposes of Section 20 hereof) (“PVF LLC”), and Andrew Lane (the “Grantee”).
€60,000,000 Revolving Facility Agreement for MRC TRANSMARK HOLDINGS UK LIMITED arranged by HSBC BANK PLC as Arranger with HSBC BANK PLC acting as Agent, Issuing Bank and Security AgentRevolving Facility Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply • England and Wales
Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply • New York
Goldman, Sachs & Co. Barclays Capital Inc. As representatives of the several Purchasers named in Schedule I to the Purchase Agreement c/o Goldman, Sachs & Co. 200 West Street New York, New York 10282
SUPPLEMENT NO. 1 TO REVOLVING LOAN SECURITY AGREEMENTRevolving Loan Security Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply
SUPPLEMENT NO. 1 dated as of December 31, 2007 (this “Supplement”) to the SECURITY AGREEMENT dated as of October 31, 2007 among each of the Grantors listed on the signature pages thereto (each such subsidiary individually, a “Grantor” and, collectively, the “Grantors”), and The CIT Group/Business Credit, Inc. (“CIT”) and Bank of America, N.A. (“Bank of America”), collectively, as Collateral Agent for the lenders (the “Lenders”) and letter of credit issuers (“Letter of Credit Issuers”) from time to time parties to the Credit Agreement referred to below.
JOINDER AGREEMENTJoinder Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply • New York
JOINDER AGREEMENT, dated as of January 2, 2009 (this “Agreement”), by and among Barclays Bank PLC (a “New Loan Lender”), McJunkin Red Man Corporation (f/k/a McJunkin Corporation), a West Virginia corporation (the “Borrower”), and The CIT Group/Business Credit, Inc. (“CIT”), as Administrative Agent.
McJunkin Red Man Holding Corporation 835 Hillcrest Drive Charleston, WV 25311Employment Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply • New York
This letter agreement memorializes our mutual understanding that the amended and restated employment agreement entered into between you and McJunkin Red Man Holding Corporation (the “Company”) on December 31, 2009 (the “Employment Agreement”) shall be amended as follows.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply • Delaware
This Indemnification Agreement (“Agreement”) is made as of August 11, 2010 by and between McJunkin Red Man Holding Corporation, a Delaware corporation (the “Company”), and Peter C. Boylan, III (“Indemnitee”).
FIRST AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENTRevolving Loan Credit Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply • New York
THIS FIRST AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENT (this “Amendment”) is dated as of December 21, 2009 and is entered into by and among MCJUNKIN RED MAN CORPORATION (f/k/a McJunkin Corporation), a West Virginia corporation (the “Borrower”), CERTAIN FINANCIAL INSTITUTIONS listed on the signature pages hereto (the “Lenders”), THE CIT GROUP/BUSINESS CREDIT, INC. (“CIT”), as Administrative Agent (in such capacity, the “Administrative Agent”), and, for purposes of Section IV hereof, the CREDIT SUPPORT PARTIES listed on the signature pages hereto, and is made with reference to that certain REVOLVING LOAN CREDIT AGREEMENT dated as of October 31, 2007 (as amended through the date hereof, the “Credit Agreement”) by and among Borrower, the Lenders, Goldman Sachs Credit Partners L.P. and Lehman Brothers Inc., as co-lead arrangers and joint bookrunners, Administrative Agent, CIT and Bank of America, N.A., as co-collateral agents, Bank of America, N.A., as syndication agent, and JPMorgan Chase
MIDFIELD SUPPLY ULC, as Borrower AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of November 18, 2009 CDN$60,000,000 BANK OF AMERICA, N.A. (acting through its Canada branch), and CERTAIN FINANCIAL INSTITUTIONS FROM TIME TO TIME OR AT ANY...Loan and Security Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply • Quebec
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of November 18, 2009, among MIDFIELD SUPPLY ULC, an unlimited liability company incorporated under the laws of Alberta (the “Borrower”), Mega Production Testing Inc. and Hagan Oilfield Supply Ltd., as guarantors, the financial institutions party to this Agreement from time to time as lenders (collectively, the “Lenders”) and BANK OF AMERICA, N.A. (acting through its Canada branch), as agent for the Lenders (the “Agent’).
AMENDMENT TO MCJUNKIN RED MAN HOLDING CORPORATION NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply
THIS AGREEMENT (this “Agreement”), is made effective as of June 1, 2009, by and among McJunkin Red Man Holding Corporation, a Delaware corporation (the “Company”), PVF Holdings LLC, a Delaware limited liability company and Andrew Lane (the “Participant”).
AMENDMENT TO MCJUNKIN RED MAN HOLDING CORPORATION NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply
THIS AGREEMENT (this “Agreement”), is made effective as of September 10, 2009, by and among McJunkin Red Man Holding Corporation, a Delaware corporation (the “Company”), PVF Holdings LLC, a Delaware limited liability company, and Len Anthony (“Participant”).
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF PVF HOLDINGS LLCRegistration Rights Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply • Delaware
This Amendment No. 1 (this “Amendment”) to the Amended and Restated Registration Rights Agreement of PVF Holdings LLC (the “Company”) dated October 31, 2007 (the “Agreement”) is entered into and effective as of October 30, 2009, by and among the GSCP Members and the Company.
REAFFIRMATION AGREEMENTReaffirmation Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply • New York
This REAFFIRMATION AGREEMENT, dated as of February 11, 2010 (this “Agreement”), is entered into by and among McJunkin 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).
JOINDER PURCHASE AGREEMENTJoinder Purchase Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply
JOINDER PURCHASE AGREEMENT, dated as of January 2, 2009 (this “Agreement”), by Barclays Bank PLC (“New Loan Lender”) and acknowledged by McJunkin Red Man Corporation (f/k/a McJunkin Corporation), a West Virginia corporation (the “Borrower”) and The CIT Group/Business Credit, Inc. (“CIT”), as Administrative Agent.
McJunkin Red Man Holding Corporation 835 Hillcrest Drive Charleston, WV 25311Termination Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply • New York
This letter agreement memorializes our mutual understanding that the amended and restated employment agreement entered into between you and McJunkin Red Man Holding Corporation (the “Company”) on September 24, 2008 (the “Employment Agreement”) shall be terminated in accordance with this letter agreement.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of December 31, 2009 (this “Amended Employment Agreement”), by and among McJunkin Red Man Holding Corporation, a Delaware corporation (the “Company”), and James Underhill (the “Executive”).
MCJUNKIN RED MAN HOLDING CORPORATION SUBSCRIPTION AGREEMENTSubscription Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply • Delaware
SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of October 3, 2008 by and among McJunkin Red Man Holding Corporation, a Delaware corporation (the “Company”), Len Anthony (the “Subscriber”) and, for purposes of Section 7 only, PVF Holdings LLC (“PVF”).
MCJUNKIN RED MAN HOLDING CORPORATION SUBSCRIPTION AGREEMENTSubscription Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply • Delaware
SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of October 30, 2009 by and among McJunkin Red Man Holding Corporation, a Delaware corporation (the “Company”), John Perkins (the “Subscriber”) and, for purposes of Section 7 only, PVF Holdings LLC (“PVF”).
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PVF HOLDINGS LLCLimited Liability Company Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply • Delaware
This Amendment No. 2 (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement of PVF Holdings LLC (the “Company”) dated October 31, 2007, as amended (the “Agreement”) is entered into and effective as of October 30, 2009, by and among the GSCP Members and the Company.
REVOLVING LOAN GUARANTEERevolving Loan Guarantee • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply • New York
REVOLVING LOAN GUARANTEE dated as of October 31, 2007 (this “Guarantee”), by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 19 (the “Guarantors” and individually, a “Guarantor, in favor of the Collateral Agent (as defined below) for the benefit of the Secured Parties (as defined below).
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PVF HOLDINGS LLCLimited Liability Company Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply • Delaware
This Amendment No. 1 (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement of PVF Holdings LLC (the “Company”) dated October 31, 2007 (the “Agreement”) is entered into and effective as of December 18, 2007, by and among the GSCP Members.
McJunkin Red Man Holding Corporation 835 Hillcrest Drive Charleston, WV 25311Employment Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply • New York
This letter agreement memorializes our mutual understanding that the employment agreement entered into between you and McJunkin Red Man Holding Corporation (the “Company”) on September 10, 2008 (the “Employment Agreement”) shall be amended as follows.
MRC Transmark Limited Heaton House Riverside Drive Cleckheaton West Yorkshire BD19 4DHEmployment Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply • England
This letter agreement memorializes our mutual understanding that the employment agreement entered into between you and MRC Transmark Limited (formerly known as Transmark Fcx Limited) on September 10, 2009 (the “Employment Agreement”) shall be amended as follows. Terms used in this letter agreement that are not defined herein shall have the meanings given to such terms in the Employment Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply • England
WHEREAS, pursuant to the Stock Purchase Agreement, dated as of September 10, 2009 (the “Stock Purchase Agreement”), by and among Transmark FCX Group B.V., Buyer (as defined in the Stock Purchase Agreement), PVF Holdings LLC and the shareholders listed on Schedule 1 thereto, Buyer will acquire all of the issued and outstanding capital stock of Transmark FCX Group B.V. on the Closing Date (as defined in the Stock Purchase Agreement);
AMENDMENT TO MCJUNKIN RED MAN HOLDING CORPORATION RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply
THIS AGREEMENT (this “Agreement”), is made effective as of June 1, 2009, by and among McJunkin Red Man Holding Corporation, a Delaware corporation (the “Company”), PVF Holdings LLC, a Delaware limited liability company and Andrew Lane (the “Participant”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PVF HOLDINGS LLCLimited Liability Company Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply • Delaware
This Amended and Restated Limited Liability Company Agreement of PVF Holdings LLC (the “Company”) (f/k/a McJ Holding LLC), is dated as of October 31, 2007, among the entities listed under the headings “GSCP Members,” “McJ Members” and “RM Members” on Schedule A hereto (each, respectively, a “GSCP Member”, a “McJ Member” or a “RM Member”) and the Persons listed from time to time as a “Member” on Schedule A hereto. Any capitalized term used herein without definition shall have the meaning set forth in Article XV.
SECOND AMENDMENT TO MCJUNKIN RED MAN HOLDING CORPORATION NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 24th, 2011 • South Texas Supply Company, Inc. • Retail-building materials, hardware, garden supply
THIS AGREEMENT (this “Agreement”), is made effective as of September 10, 2009, by and among McJunkin Red Man Holding Corporation, a Delaware corporation (the “Company”), PVF Holdings LLC, a Delaware limited liability company, and Andy & Cindy Lane Family, L.P., a Texas limited partnership (the “Holder”).
