FIRST AMENDMENT TO AMENDED AND RESTATED LOAN, SECURITY AND GUARANTEE AGREEMENTLoan, Security and Guarantee Agreement • November 9th, 2012 • MRC Global Inc. • Wholesale-industrial machinery & equipment • New York
THIS AMENDED AND RESTATED LOAN, SECURITY AND GUARANTEE AGREEMENT is dated as of March 27, 2012, among MRC GLOBAL INC., a Delaware corporation (“MRC”), MCJUNKIN RED MAN CORPORATION, a Delaware corporation (“MRMC”), GREENBRIER PETROLEUM CORPORATION, a West Virginia corporation (“Greenbrier”), MCJUNKIN RED MAN DEVELOPMENT CORPORATION, a Delaware corporation (“McJunkin Development”), MIDWAY – TRISTATE CORPORATION, a New York corporation (“Midway”), MILTON OIL & GAS COMPANY, a West Virginia corporation (“Milton”), MRC MANAGEMENT COMPANY, a Delaware corporation (“Management”), RUFFNER REALTY COMPANY, a West Virginia corporation (“Ruffner”), and THE SOUTH TEXAS SUPPLY COMPANY, INC., a Texas corporation (“South Texas” and together with MRMC, Greenbrier, McJunkin Development, Midway, Milton, Management and Ruffner, the “Initial U.S. Borrowers”), MRC TRANSMARK PTY LTD, a company incorporated under the laws of Australia (as defined herein) (“Transmark Australia”), and MRC SPF PTY LTD., a company
SECURITY AGREEMENTSecurity Agreement • November 9th, 2012 • MRC Global Inc. • Wholesale-industrial machinery & equipment • New York
THIS SECURITY AGREEMENT (this “Agreement”) dated as of November 9, 2012, among MCJUNKIN RED MAN CORPORATION, a Delaware corporation (the “Borrower”), MRC Global Inc., a Delaware corporation (the “Parent Grantor”) each of the Subsidiaries of the Parent Grantor listed on the signature pages hereto (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Parent Grantor, the Subsidiary Grantors and the Borrower are referred to collectively as the “Grantors”) and U.S. Bank National Association, as Collateral Trustee (in such capacity, together with any successor collateral trustee appointed pursuant to Section 6.2 of the Collateral Trust Agreement (as hereinafter defined), the “Collateral Trustee”) for the benefit of the Secured Parties (as defined below).
TERM LOAN GUARANTEE AND ACKNOWLEDGMENTTerm Loan Guarantee and Acknowledgment • November 9th, 2012 • MRC Global Inc. • Wholesale-industrial machinery & equipment • New York
TERM LOAN GUARANTEE AND ACKNOWLEDGMENT dated as of November 9, 2012 (this “Guarantee”), by each of the signatories listed on the signature pages hereto as a Guarantor and each of the other entities that becomes a party hereto pursuant to Section 19 as a Guarantor, in favor of the Administrative Agent (as defined below) for the benefit of the Guaranteed Parties (as defined below).
TERM LOAN PLEDGE AGREEMENTTerm Loan Pledge Agreement • November 9th, 2012 • MRC Global Inc. • Wholesale-industrial machinery & equipment • New York
WHEREAS, reference is made to (a) that certain Term Loan Credit Agreement dated as of November 9, 2012 (as the same may be amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”) among the Borrower, the Parent Pledgor, the Subsidiary Pledgors named therein, the lending institutions from time to time party thereto (the “Lenders”), Bank of America, N.A., as Administrative Agent (the “Term Agent”) and the Collateral Trustee, pursuant to which the Lenders have severally agreed to make Loans to the Borrower upon the terms and subject to the conditions set forth therein, and (b) that certain Collateral Trust Agreement dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time the “Collateral Trust Agreement”), by and among the Borrower, the Parent Pledgor, the Subsidiary Pledgors party thereto from time to time, the Term Agent and the Collateral Trustee;
