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.
WHEREAS, reference
is hereby made to the Revolving Loan Credit Agreement, dated as of
October 31, 2007 (as amended, restated, supplemented or
otherwise modified, refinanced or replaced from time to time, the
“ Credit Agreement ”), among the Borrower, the
Lenders party thereto, CIT, as Administrative Agent, and CIT and
Bank of America, N.A., collectively, as Collateral Agent
(capitalized terms used but not defined herein having the meaning
provided in the Credit Agreement); and
WHEREAS, subject
to the terms and conditions of the Credit Agreement, the Borrower
may establish New Revolving Credit Commitments by, among other
things, entering into one or more Joinder Agreements with New
Revolving Loan Lenders, as applicable.
NOW, THEREFORE, in
consideration of the premises and agreements, provisions and
covenants herein contained, the parties hereto agree as
follows:
SECTION 1. The New
Loan Lender party hereto hereby agrees to commit to provide its
respective New Revolving Credit Commitment, as set forth on
Schedule A annexed hereto, on the terms and subject to the
conditions set forth below:
SECTION 2. The New
Loan Lender (a) confirms that it has received a copy of the
Credit Agreement and the other Credit Documents, together with
copies of the financial statements referred to therein and such
other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this
Agreement; (b) agrees that it will, independently and without
reliance upon the Administrative Agent or any other New Loan Lender
or any other Lender or Agent and based on such documents and
information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under
the Credit Agreement; (c) appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and
to exercise such powers under the Credit Agreement and the other
Credit Documents as are delegated to the Administrative Agent by
the terms thereof, together with such powers as are reasonably
incidental thereto; and (d) agrees that it will perform in
accordance with their terms all of the obligations which by the
terms of the Credit Agreement are required to be performed by it as
a New Revolving Loan Lender.
SECTION 3. The New
Loan Lender hereby agrees to make its respective Commitment on the
following terms and conditions:
a. Credit
Agreement Governs. Except as set forth in this Agreement, the
New Revolving Loans shall otherwise be subject to the provisions of
the Credit Agreement and the other Credit Documents.
b.
Borrower Certifications. By its execution of this Agreement,
the undersigned officer, to the best of his or her knowledge, and
Borrower hereby certifies that (i) the representations and
warranties contained in the Credit Agreement and the other Credit
Documents are true and correct in all material respects on and as
of the date hereof to the same extent as though made on and as of
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