Amended and Restated Emp. Agreement, dated December 5,2011 with James Underhill



 Exhibit 10.6 
 SECOND 
 AMENDED AND RESTATED 

EMPLOYMENT AGREEMENT 
 This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of December 5, 2011, but effective November 15, 2011 (this “Second Amended Employment Agreement”), is by and
between McJunkin Red Man Holding Corporation, a Delaware corporation (the “Company”), and James F. Underhill (the “Executive,” together with the Company, the “Parties”). 

WHEREAS, on December 4, 2006, PVF Holdings LLC, a Delaware limited liability company (“PVF”), McJunkin Red Man
Corporation, a West Virginia corporation, and the Executive entered into an Employment Agreement (the “Original Employment Agreement”); 
 WHEREAS, on December 31, 2009, the Company and the Executive entered into an Amended and Restated Employment Agreement (the “First Amended Employment Agreement”) which superseded the
Original Employment Agreement; 
 WHEREAS, the Parties desire to extend the term of the First Amended Employment Agreement and
to make certain other changes to the First Amended Employment Agreement; and 
 WHEREAS, the First Amended Employment Agreement
is hereby superseded by this Second Amended Employment Agreement, which reflects the current terms of the Executive’s employment. 
 NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valid consideration, the sufficiency of which is acknowledged, the Parties hereto agree as follows: 

Section 1. Employment. 
 1.1. Term. The Company agrees to continue to employ the Executive, and the Executive agrees to continue to be employed by the Company, in each case pursuant to this Second Amended Employment
Agreement, for a period ending on the earlier to occur of (i) November 15, 2014, and (ii) the termination of the Executive’s employment in accordance with Section 3 hereof (the “Term”). 

1.2. Duties. During the Term, the Executive shall serve as the Company’s Executive Vice President and Chief Operating Officer
– North America and such other positions as an officer or director of the Company and such affiliates of the Company as the Executive and the board of directors of the Company (the “Board”) shall mutually agree from time to
time. In such positions, the Executive shall perform such duties, functions and responsibilities during the Term commensurate with the Executive’s positions as reasonably directed by the Chief Executive Officer of the Company (the
“CEO”). 







 1.3. Exclusivity. During the Term, and excluding any periods of vacation and sick
leave to which the Executive is entitled, the Executive shall devote his full time and attention to the business and affairs of the Company, shall faithfully serve the Company, and shall in all material respects conform to and comply with the lawful
and reasonable directions and instructions given to him by the CEO, consistent with Section 1.2 hereof. During the Term, the Executive shall use his best efforts to promote and serve the interests of the Company and shall not engage in any
other business activity, whether or not such activity shall be engaged in for pecuniary profit; provided, however, that it shall not be a violation of this Second Amended Employment Agreement for the Executive to engage in other outside
business activities with the Board’s prior written consent. 
 Section 2. Compensation. 

2.1 Salary. As compensation for the performance of the Executive’s services hereunder, during the Term, the Company shall pay
to the Executive a salary at an annual rate of Five Hundred Thousand Dollars ($500,000.00), payable in accordance with the Company’s standard payroll policies (the “Base Salary”). The Base Salary will be reviewed annually and
may be adjusted upward by the Board (or a committee thereof) in its discretion, based on competitive data and the Executive’s performance. No increase in Base Salary shall limit or reduce any other right or obligation to the Executive under
this Second Amended Employment Agreement, and the Base Salary shall not be reduced at any time (including after any such increase). 
 2.2 Annual Bonus. For each completed fiscal year occurring during the Term, the Executive shall be eligible to receive additional cash incentive compensation (the “Annual Bonus”).
For the fiscal year commencing on January 1, 2011, the target Annual Bonus shall be 67% of the Executive’s Base Salary as in effect at the beginning of such fiscal year, with the actual Annual Bonus to be based upon such individual and/or
Company performance criteria established for each such fiscal year by the Board in consultation with the CEO. For the fiscal year commencing on January 1, 2012, and each fiscal year thereafter during the Term, the target Annual Bonus shall be
75% of the Executive’s Base Salary as in effect at the beginning of such fiscal year, with the actual Annual Bonus to be based upon such individual and/or Company performance criteria established for each such fiscal year by the Board in
consultation with the CEO. 
 2.3 Employee Benefits. During the Term, the Executive shall be eligible to participate in
such health and other group insurance and other employee benefit plans and programs of the Company as in effect from time to time on the same basis as other senior executives of the Company. 

2.4 Vacation. During the Term, the Executive shall be entitled to paid vacation in accordance with the Company’s vacation
policy as in effect from time to time. 
 2.5 Business Expenses. The Company shall pay or reimburse the Executive for all
commercially reasonable business out-of-pocket expenses that the Executive incurs during the Term in performing his duties under this Second Amended Employment Agreement upon presentation of documentation and in accordance with the expense
reimbursement policy of the Company as approved by the Board (or a committee thereof) and in effect from time to time. 

  
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 Section 3. Employment Termination. 

3.1 Termination of Employment. The Company may terminate the Executive’s employment for any reason during the Term, and the
Executive may voluntarily terminate his employment for any reason during the Term, in each case (other than a termination by the Company for Cause) at any time upon not less than thirty (30) days’ notice to the other party. Upon the
termination of the Executive’s employment with the Company for any reason, the Executive shall be entitled to any Base Salary earned but unpaid through the date of termination, any earned but unpaid Annual Bonus for completed fiscal years, and
any unreimbursed expenses in accordance with Section 2.5 hereof, and, to the extent not theretofore paid or provided, any other amounts or benefits required to be paid or provided under any plan, program, policy or practice or other contract or
agreement of the Company and its affiliated companies through the date of termination of employment (collectively, the “Accrued Amounts”). 
 3.2 Certain Terminations. 
 (a)
Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated during the Term (i) by the Company other than for Cause or Disability or
(ii) by the Executive for Good Reason, in addition to the Accrued Amounts the Executive shall be entitled to the following payments and benefits: (x) the continuation of his Base Salary at the rate in effect immediately prior to the date
of termination for a period of twelve (12) months, (y) the continuation on the same terms as an active senior executive of medical benefits the Executive would otherwise be eligible to receive as an active senior executive of the Company
for twelve (12) months or until such earlier time as the Executive becomes eligible for medical benefits from a subsequent employer, and (z) a pro rata Annual Bonus for the fiscal year in which the termination occurs (the “Pro Rata
Annual Bonus Payment”), based on the Company’s actual performance through the end of such fiscal year and the number of days the Executive was employed during such fiscal year (such payments and benefits, the “Severance
Payments”). The Company’s obligations to make the Severance Payments shall be conditioned upon: (i) the Executive’s continued compliance with his obligations under Section 4 of this Second Amended Employment Agreement
and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) in the form attached hereto as Exhibit A. In the event that the Executive breaches any of
the covenants set forth in Section 4 of this Second Amended Employment Agreement, the Executive will immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this
Section 3.2(a). Subject to Section 3.2(d), the Severance Payments (with the exception of the Pro Rata Annual Bonus Payment) will commence to be paid to the Executive on the sixtieth (60th) day following the termination of the Executive’s
employment, provided that the Release has been executed, delivered and has become irrevocable as of such date. The Pro Rata Annual Bonus Payment will be paid at the time the Company ordinarily pays incentive bonuses to its executives. 

  
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 (b) Termination upon Death or Disability. If the Executive’s
employment is terminated due to the Executive’s death or Disability, in addition to the Accrued Amounts, the Executive (or the Executive’s estate, if applicable) shall be entitled to receive a pro-rated portion of the Annual Bonus based on
the Company’s performance for the full fiscal year in which termination occurs and the number of days the Executive was employed by the Company during such fiscal year. 

(c) Definitions. For purposes of this Section 3.2, the following terms shall have the following meanings:

 (1) “Cause” shall mean the Executive’s (i) continuing failure, for more than 10
days after the Company’s written notice to the Executive thereof, to perform such duties as are reasonably requested by the Company; (ii) failure to observe material policies generally applicable to officers or employees of the Company
unless such failure is capable of being cured and is cured within 10 days of the Executive receiving written notice of such failure; (iii) failure to cooperate with any internal investigation of the Company; (iv) commission of any act of
fraud, theft or financial dishonesty with respect to the Company or indictment or conviction of any felony; (v) material violation of the provisions of this Second Amended Employment Agreement unless such violation is capable of being cured and
is cured within 10 days of the Executive receiving written notice of such violation; (vi) chronic absenteeism; or (vii) abuse of alcohol or another controlled substance. 

(2) “Disability” shall mean the Executive is entitled to receive long-term disability benefits under the
long-term disability plan of the Company in which Executive participates, or, if there is no such plan, the Executive’s inability, due to physical or mental ill health, to perform the essential functions of the Executive’s job, with or
without a reasonable accommodation, for 180 days during any 365 day period irrespective of whether such days are consecutive. 
 (3) “Good Reason” shall mean (i) a material and adverse change in the Executive’s duties or responsibilities, or (ii) a reduction in the Executive’s Base Salary or
target Annual Bonus, or (iii) a relocation of the Executive’s principal place of employment from either the Charleston, WV or Houston, TX area. 
 (d) Section 409A Specified Employee. If the Executive is a “specified employee” for purposes of Section 409A of the United States Internal Revenue Code of 1986, as amended (the
“Code”), and the regulations thereunder, to the extent required to comply with Section 409A of the Code, any Severance Payments required to be made pursuant to Section 3.2(a) which are subject to Section 409A of the
Code shall not commence until one day after the day which is six (6) months from the date of termination, with the first payment equaling six (6) months of his Base Salary at the rate in effect immediately prior to the date of termination.
For purposes of this Second Amended Employment Agreement, the Executive’s employment with the Company shall be considered to have terminated when the Executive incurs a “separation from service” with the Company within the meaning of
Section 409A(a)(2)(A)(i) of the Code, and applicable administrative guidance issued thereunder. 

  
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 3.3 Exclusive Remedy. The foregoing payments upon termination of the Executive’s
employment shall constitute the exclusive severance payments due the Executive upon a termination of his employment under this Second Amended Employment Agreement. 
 3.4 Resignation from All Positions. Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall be deemed to have resigned, as of the date of such
termination, from all positions he then holds as an officer, director, employee and member of the Board (and any committee thereof) and the board of directors (and any committee thereof) of any of the Company’s affiliates. 

3.5 Cooperation. Following the termination of the Executive’s employment with the Company for any reason, the Executive
agrees to reasonably cooperate with the Company upon reasonable request of the Board and to be reasonably available to the Company with respect to matters arising out of the Executive’s services to the Company and its subsidiaries. The Company
shall pay the Executive a reasonable fee for any such services and promptly reimburse the Executive for expenses reasonably incurred in connection with such matters. 
 Section 4. Unauthorized Disclosure; Non-Competition; Non-Solicitation; Interference with Business Relationships; Proprietary Rights. 

4.1 Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the
Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company and its affiliates, including, without limitation, technical information, intellectual property, business and
marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company and its affiliates and other forms of
information considered by the Company and its affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications,
customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). The Executive agrees that at all times during the Executive’s employment
with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or
organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) other than in connection with the Executive’s employment with the Company without the prior written consent of the
Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company
with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with
the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps,


  
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logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during the Executive’s employment
with the Company, and any copies thereof in his (or capable of being reduced to his) possession; provided, however, that the Executive may retain his full rolodex or similar address and telephone directories. 

4.2 Non-Competition. By and in consideration of the Company’s entering into this Second Amended Employment Agreement and the
payments to be made and the benefits to be provided hereunder and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during
the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control,
be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor,
employee, partner, or investor in, any Restricted Enterprise (as defined below) and in connection with the Executive’s association directly or indirectly engage in any activity that is similar to any activity that the Executive was engaged in
with the Company during the 12 months preceding the date of termination; provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered
under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a
stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean (i) any Person that is actively engaged in any geographic area in any business which materially competes with the Company or any of its
subsidiaries’ or affiliates’ business of the distribution of industrial pipe, valves and fittings or any other business which is material to the Company or any of its subsidiaries or affiliates (a “Material Business”) or
(ii) any Person who within a two (2) year period following termination of the Executive’s employment is reasonably expected to materially compete with a Material Business or have revenue in excess of $100,000,000 derived from a
business that is competitive with a Material Business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. 

4.3 Non-Solicitation of Employees. During the Restriction Period, the Executive shall not directly or indirectly contact, induce
or solicit (or assist any Person to contact, induce or solicit) for employment any person who is, or within twelve (12) months prior to the date of such solicitation was, an employee of the Company or any of its affiliates. 

4.4 Interference with Business Relationships. During the Restriction Period (other than in connection with carrying out his
responsibilities for the Company and its affiliates), the Executive shall not directly or indirectly contact, induce or solicit (or assist any Person to contact, induce or solicit) any customer or client of the Company or its subsidiaries to
terminate its relationship or otherwise cease doing business in whole or in part with the Company or its subsidiaries, or directly or indirectly interfere with (or assist any Person to interfere with) any material relationship between the Company or
its subsidiaries and any of its or their customers or clients so as to cause harm to the Company or its affiliates. 

  
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 4.5 Extension of Restriction Period. The Restriction Period shall be tolled for any
period during which the Executive is in breach of any of Sections 4.2, 4.3 or 4.4 hereof. 
 4.6 Proprietary Rights. The
Executive shall disclose promptly to the Company any and all inventions, discoveries, and improvements (whether or not patentable or registrable under copyright or similar statutes), and all patentable or copyrightable works, initiated, conceived,
discovered, reduced to practice, or made by him, either alone or in conjunction with others, during the Executive’s employment with the Company and related to the business or activities of the Company and its affiliates (the
“Developments”). Except to the extent any rights in any Developments constitute a work made for hire under the U.S. Copyright Act, 17 U.S.C. § 101, et seq., that are owned ab initio by the Company and/or its
applicable affiliate, the Executive assigns all of his right, title and interest in all Developments (including all intellectual property rights therein) to the Company or its nominee without further compensation, including all rights or benefits
therefor, including without limitation the right to sue and recover for past and future infringement. The Executive acknowledges that any rights in any Developments constituting a work made for hire under the U.S. Copyright Act, 17 U.S.C § 101,
et seq., are owned upon creation by the Company and/or its applicable affiliate as the Executive’s employer. Whenever requested to do so by the Company, the Executive shall execute any and all applications, assignments or other
instruments which the Company shall deem necessary to apply for and obtain trademarks, patents or copyrights of the United States or any foreign country or otherwise protect the interests of the Company and its affiliates therein. These obligations
shall continue beyond the end of the Executive’s employment with the Company with respect to inventions, discoveries, improvements or copyrightable works initiated, conceived or made by the Executive while employed by the Company, and shall be
binding upon the Executive’s employers, assigns, executors, administrators and other legal representatives. In connection with his execution of this Second Amended Employment Agreement, the Executive has informed the Company in writing of any
interest in any inventions or intellectual property rights that he holds as of the date hereof as set forth on Exhibit B hereto (the “Existing Inventions”). Notwithstanding anything to the contrary herein, the Developments shall not
include any Existing Inventions. If the Company is unable for any reason, after reasonable effort, to obtain the Executive’s signature on any document needed in connection with the actions described in this Section 4.6, the Executive
hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney in fact to act for and on the Executive’s behalf to execute, verify and file any such documents and to
do all other lawfully permitted acts to further the purposes of this Section 4.6 with the same legal force and effect as if executed by the Executive. 
 4.7 Confidentiality of Agreement. Other than with respect to information required to be disclosed by applicable law, the Parties hereto agree not to disclose the terms of this Second Amended
Employment Agreement to any Person; provided the Executive may disclose this Second Amended Employment Agreement and/or any of its terms to the Executive’s immediate family, financial advisors and attorneys, so long as the Executive instructs
every such Person to whom the Executive makes such disclosure not to disclose the terms of this Second Amended Employment Agreement further. 

  
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 4.8 Remedies. The Executive agrees that any breach of the terms of this
Section 4 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law; the Executive therefore also agrees that in the event of said breach or any threat of breach, the Company shall
be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Executive and/or any and all Persons acting for and/or with the Executive, without having to prove damages,
in addition to any other remedies to which the Company may be entitled at law or in equity, including, without limitation, the obligation of the Executive to return any Severance Payments made by the Company to the Company. The terms of this
paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including, without limitation, the recovery of damages from the Executive. The Executive and the Company further agree
that the provisions of the covenants contained in this Section 4 are reasonable and necessary to protect the businesses of the Company and its affiliates because of the Executive’s access to Confidential Information and his material
participation in the operation of such businesses. 
 Section 5. Representation. 

The Executive and the Company each represents and warrants that (i) he or it is not subject to any contract, arrangement, policy or
understanding, or to any statute, governmental rule or regulation, that in any way limits his or its ability to enter into and fully perform his or its obligations under this Second Amended Employment Agreement and (ii) he or it is not
otherwise unable to enter into and fully perform his or its obligations under this Second Amended Employment Agreement. 

Section 6. Non-Disparagement. 
 The Executive agrees not to make any statement (other than statements made in connection with carrying out his responsibilities for the Company and its affiliates) that is intended to become public, or
that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of the Company or any of its subsidiaries, affiliates, employees, officers, directors or stockholders. The Company and its
subsidiaries and affiliates shall advise their officers and directors not to make any such statement regarding the Executive. 

Section 7. Withholding. 
 The Company may withhold from any amounts payable under this Second Amended Employment Agreement such Federal, state local or foreign taxes as shall be required to be withheld pursuant to any applicable
law or regulation. The Executive shall be solely responsible for the payment of all taxes relating to the payment or provision of any amounts or benefits hereunder. 

  
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 Section 8. Good Reason Consent. 

Executive agrees that neither the change in duties provided in Section 1.2 nor the decrease in the target annual bonus provided in
Section 2.2 constitutes “Good Reason” pursuant to the First Amended Employment Agreement. 

Section 9. Miscellaneous. 
 9.1 Indemnification. The Company shall indemnify the Executive to the fullest extent provided under the Company’s By-Laws. The Company shall also maintain director and officer liability
insurance in such amounts and subject to such limitations as the Board shall, in good faith, deem appropriate for coverage of directors and officers of the Company. 
 9.2 Amendments and Waivers. This Second Amended Employment Agreement and any of the provisions hereof may be amended, waived (either generally or in a particular instance and either retroactively
or prospectively), modified or supplemented, in whole or in part, only by written agreement signed by the Parties hereto; provided, that the observance of any provision of this Second Amended Employment Agreement may be waived in writing by
the party that will lose the benefit of such provision as a result of such waiver. The waiver by any party hereto of a breach of any provision of this Second Amended Employment Agreement shall not operate or be construed as a further or continuing
waiver of such breach or as a waiver of any other or subsequent breach, except as otherwise explicitly provided for in such waiver. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in
exercising any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any
other or further exercise thereof or the exercise of any other right, power or remedy. 
 9.3 Assignment; No Third-Party
Beneficiaries. This Second Amended Employment Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive, and any purported assignment by the Executive in violation hereof shall be null and void.
Nothing in this Second Amended Employment Agreement shall confer upon any Person not a party to this Second Amended Employment Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or
by reason of this Second Amended Employment Agreement. 

  
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 9.4 Notices. Unless otherwise provided herein, all notices, requests, demands, claims
and other communications provided for under the terms of this Second Amended Employment Agreement shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be sent by (i) personal delivery (including
receipted courier service) or overnight delivery service, (ii) facsimile during normal business hours, with confirmation of receipt, to the number indicated, (iii) reputable commercial overnight delivery service courier or
(iv) registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below: 
  

			
	If to the Company:	  	 McJunkin Red Man Holding Corporation
 2 Houston Center, Suite 3100
 909 Fannin Street

Houston, TX 77010
 Attention: General
Counsel
 Facsimile: (713) 655-0159

		
	with a copy to:	  	 GS Capital Partners V Fund, L.P.
 85 Broad Street
 New York, NY 10004
 Attention: Henry Cornell
 Facsimile: (212) 357-5505

 

                    and

 
 Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza
 New York, NY 10004

Attention: Robert C. Schwenkel, Esq.
 Facsimile:
(212) 859-4000

		
	If to the Executive:	  	 James F. Underhill, at his principal office
 at the Company (during the Term), and
 at all times to his principal residence as

reflected in the records of the Company.


 All such notices, requests, consents and other communications shall be deemed to have been given when
received. Either party may change its facsimile number or its address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other Parties hereto notice in the manner then set forth.

 9.5 Governing Law. This Second Amended Employment Agreement shall be construed and enforced in accordance with, and
the rights and obligations of the Parties hereto shall be governed by, the laws of the State of New York, without giving effect to the conflicts of law principles thereof. 
 9.6 Severability. Whenever possible, each provision or portion of any provision of this Second Amended Employment Agreement, including those contained in Section 4 hereof, will be interpreted
in such manner as to be effective and valid under applicable law but the invalidity or unenforceability of any provision or portion of any provision of this Second Amended Employment Agreement in any jurisdiction shall not affect the validity or
enforceability of the remainder of this Second Amended Employment Agreement in that jurisdiction or the validity or enforceability of this Second Amended Employment Agreement, including that provision or portion of any provision, in any other
jurisdiction. In addition, should a court or arbitrator determine that any provision or portion of any provision of this Second Amended Employment Agreement, including those contained in Section 4 hereof, is not reasonable or valid, either in
period of time, geographical area, or otherwise, the Parties hereto agree that such provision should be interpreted and enforced to the maximum extent which such court or arbitrator deems reasonable or valid. 

  
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 9.7 Entire Agreement. From and after the date hereof, this Second Amended Employment
Agreement shall constitute the entire agreement between the Parties hereto, and supersede all prior representations, agreements and understandings (including any prior course of dealings), both written and oral, between the Parties hereto with
respect to the subject matter hereof. 
 9.8 Counterparts. This Second Amended Employment Agreement may be executed in
any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. 
 9.9 Binding Effect. This Second Amended Employment Agreement shall inure to the benefit of, and be binding on, the successors of each of the Parties, including, without limitation, the
Executive’s heirs and the personal representatives of the Executive’s estate and any successor to all or substantially all of the business and/or assets of the Company. 

9.10 General Interpretive Principles. The name assigned this Second Amended Employment Agreement and headings of the sections,
paragraphs, subparagraphs, clauses and subclauses of this Second Amended Employment Agreement are for convenience of reference only and shall not in any way affect the meaning or interpretation of any of the provisions hereof. Words of inclusion
shall not be construed as terms of limitation herein, so that references to “include”, “includes” and “including” shall not be limiting and shall be regarded as references to non-exclusive and non-characterizing
illustrations. 
 9.11 Mitigation. Notwithstanding any other provision of this Second Amended Employment Agreement,
(i) the Executive will have no obligation to mitigate damages for any breach or termination of this Second Amended Employment Agreement by the Company, whether by seeking employment or otherwise and (ii) the amount of any payment or
benefit due the Executive after the date of such breach or termination will not be reduced or offset by any payment or benefit that the Executive may receive from any other source. 

9.12 Section 409A Compliance. This Second Amended Employment Agreement is intended to comply with Section 409A of the
Code (to the extent applicable) and, to the extent it would not adversely impact the Company, the Company agrees to interpret, apply and administer this Second Amended Employment Agreement in the least restrictive manner necessary to comply with
such requirements and without resulting in any diminution in the value of payments or benefits to the Executive. 
 [Signature
page follows] 

  
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 IN WITNESS WHEREOF, the Parties have executed this Second Amended Employment Agreement as of
the date first written above. 
  

					
	McJUNKIN RED MAN HOLDING CORPORATION
		
	By:	 	 /s/ Andrew R. Lane

		 	Name:	 	Andrew R. Lane
		 	Title:	 	Chairman, President & Chief Executive Officer


  

			
		 	 /s/ James F. Underhill

		 	James F. Underhill


 [Second Amended Employment Agreement with J. Underhill] 

  
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 Exhibit A 

Release 
 1. In
consideration of the payments and benefits to be made under the Second Amended and Restated Employment Agreement, dated as of December 5, 2011 (the “Second Amended Employment Agreement”), but effective November 15, 2011,
to which James Underhill (the “Executive”) and McJunkin Red Man Holding Corporation (the “Company”) (each of the Executive and the Company, a “Party” and collectively, the “Parties”) are
parties, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company and each
of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and
the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums
of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or
unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party that
arises out of, or relates to, the Second Amended Employment Agreement, the Executive’s employment with the Company or any of its subsidiaries and affiliates, or any termination of such employment, including claims (i) for severance or
vacation benefits, unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii) for any violation
of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (iv) for employment discrimination under any applicable federal, state or local
statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with
Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), and any similar or analogous state statute,
excepting only: 
 (A) rights of the Executive arising under, or preserved by, this Release or Section 3 of
the Second Amended Employment Agreement; 
 (B) the right of the Executive to receive COBRA continuation coverage
in accordance with applicable law; 
 (C) claims for benefits under any health, disability, retirement, life
insurance or other, similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group; and 

  








 (D) rights to indemnification the Executive has or may have under the
by-laws or certificate of incorporation of any member of the Company Affiliated Group or as an insured under any director’s and officer’s liability insurance policy now or previously in force. 

2. The Executive acknowledges and agrees that the release of claims set forth in this Release is not to be construed in any way as an
admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied. 
 3. The
release of claims set forth in this Release applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and
attorneys’ fees and expenses. 
 4. The Executive specifically acknowledges that his acceptance of the terms of this
Release is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing
herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive. 

5. As to rights, claims and causes of action arising under the ADEA, the Executive acknowledges that he has been given but not utilized a
period of twenty-one (21) days to consider whether to execute this Release. If the Executive accepts the terms hereof and executes this Release, he may thereafter, for a period of seven (7) days following (and not including) the date of
execution, revoke this Release as it relates to the release of claims arising under the ADEA. If no such revocation occurs, this Release shall become irrevocable in its entirety, and binding and enforceable against the Executive, on the day next
following the day on which the foregoing seven-day period has elapsed. If such a revocation occurs, the Executive shall irrevocably forfeit any right to payment and provision of the Severance Benefits (as defined in the Second Amended Employment
Agreement), but the remainder of the Second Amended Employment Agreement shall continue in full force. 
 6. Other than as to
rights, claims and causes of action arising under the ADEA, this Release shall be immediately effective upon execution by the Executive. 
 7. The Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company
Released Party with any governmental agency, court or tribunal. 
 8. The Executive acknowledges that he has been advised to
seek, and has had the opportunity to seek, the advice and assistance of an attorney with regard to this Release, and has been given a sufficient period within which to consider this Release. 

  
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 9. The Executive acknowledges that this Release relates only to claims which exist as of the
date of this Release. 
 10. The Executive acknowledges that the Severance Benefits he is receiving in connection with this
Release are in addition to anything of value to which the Executive is entitled from the Company and are more than adequate consideration for the execution of this Release. 
 11. Each provision hereof is severable from this Release, and if one or more provisions hereof are declared invalid, the remaining provisions shall nevertheless remain in full force and effect. If any
provision of this Release is so broad in scope, or duration or otherwise, as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. 
 12. This Release constitutes the complete agreement of the Parties in respect of the subject matter hereof and shall supersede all prior agreements between the Parties in respect of the subject matter
hereof except to the extent set forth herein. 
 13. The failure to enforce at any time any of the provisions of this Release or
to require at any time performance by another party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect the validity of this Release, or any part hereof, or the right of any party thereafter to
enforce each and every such provision in accordance with the terms of this Release. 
 14. This Release may be executed in
several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile shall be deemed effective for all purposes. 

15. This Release shall be binding upon any and all successors and assigns of the Executive and the Company. 

16. Except for issues or matters as to which federal law is applicable, this Release shall be governed by and construed and enforced in
accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof. 
 [Signature
page follows] 

  
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 IN WITNESS WHEREOF, this Release has been signed by or on behalf of each of the Parties, all
as of             . 
  

					
	McJUNKIN RED MAN HOLDING CORPORATION
		
	By: 	 	 
		 	Name:	 	Andrew R. Lane
		 	Title:	 	Chairman, President & Chief Executive Officer
		
		 	 
		 	 James F. Underhill




  
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 Exhibit B 

Existing Inventions 
 None.