EX-10.1.7







Exhibit 10.1.7




JOINDER AGREEMENT



JOINDER AGREEMENT, dated as of October 16, 2008 (this “Agreement”), by and among SunTrust
Bank (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.




RECITALS:




     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 the date hereof, except to the extent such representations and warranties
expressly relate to an earlier date, in which case such representations and warranties were true
and correct in all material respects on and as of such earlier date; and (ii) Borrower has
performed in all material respects all agreements and satisfied all conditions which the Credit
Agreement provides shall be performed or satisfied by it on or before the date hereof.



     c. Borrower Covenants. By its execution of this Agreement, Borrower hereby covenants
that: (i) it shall make any payments required pursuant to Section 2.11 of the Credit Agreement in
connection with the New Revolving Credit Commitments; and (ii) it shall deliver or cause to be
delivered the following legal opinions and documents: executed legal opinions of Simpson Thacher &
Bartlett, special counsel to the Borrower, and Bowles Rice McDavid Graff & Love LLP, special
counsel to the Borrower, and all other documents reasonably requested by the Administrative Agent
in connection with this Agreement.



     d. Notice. For purposes of the Credit Agreement, the initial notice address of the
New Loan Lender shall be as set forth below its signature below.



     e. Tax Forms. For the New Loan Lender, delivered herewith to the Administrative Agent
are such forms, certificates or other evidence with respect to United States federal income tax
withholding matters as the New Loan Lender may be required to deliver to the Administrative Agent
pursuant to Section 5.4(d) and/or Section 5.4(e) of the Credit Agreement.



     f. Recordation of the New Loans. Upon execution and delivery hereof, the
Administrative Agent will record the New Revolving Loans, made by the New Loan Lender in the
Register.



     g. Amendment, Modification and Waiver. This Agreement may not be amended, modified or
waived except by an instrument or instruments in writing signed and delivered on behalf of each of
the parties hereto.



     h. Entire Agreement. This Agreement, the Credit Agreement and the other Credit
Documents constitute the entire agreement among the parties with respect to the subject matter
hereof and thereof and supersede all other prior agreements and understandings, both written and
verbal, among the parties or any of them with respect to the subject matter hereof.



     i. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.



     j. Severability. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms



 









 






and provisions of this Agreement or affecting the validity or enforceability of any of the
terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement
is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as
would be enforceable.



     k. Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but all of which shall constitute one and the same agreement.



[Remainder of page intentionally left blank].




 









 





     IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute
and deliver this Joinder Agreement as of the date first above written.



	 	 	 	 	 
	 	MCJUNKIN RED MAN CORPORATION

(f/k/a Mcjunkin Corporation)

 	 
	 	By:  	 /s/
J.F. Underhill	 
	 	 	Name:  	 J.F. Underhill	 
	 	 	Title:  EVP & CFO
	 



MCJUNKIN RED MAN CORPORATION

Joinder Agreement






 









 








	 	 	 	 	 	 
	 	SUNTRUST BANK

 	 
	 	By:  	/s/  Brian R. O’Fallon	 
	 	 	Name:  	Brian R. O’Fallon	 
	 	 	Title:  	Director	 
	 
	 	 	Notice Address:   	303 Peachtree Street
	 	 	   	23rd Floor
	 	 	   	Atlanta, Georgia 30308
	 	 	Attention:  	Group Portfolio Manager
	 	 	Telephone:  	404-588-7673
	 	 	Facsimile:  	404-813-5890



MCJUNKIN RED MAN CORPORATION

Joinder Agreement




 









 





	 	 	 	 	 
	 	Consented to by:





THE CIT GROUP/BUSINESS CREDIT, INC.,

as Administrative Agent

 	 
	 	By:  	/s/
Howard Trebach	 
	 	 	Name:  	Howard Trebach	 
	 	 	Title:  	Vice President	 
	 



MCJUNKIN
RED MAN CORPORATION

Joinder Agreement



 









 








SCHEDULE A

TO JOINDER AGREEMENT




	 	 	 	 	 	 	 
	Name of New Loan	 	 	 	 
	Lender	 	Type of Commitment	 	Amount
	SunTrust Bank

	 	New Revolving Credit Commitment
	 	$	50,000,000