EX-10.1.8









Exhibit 10.1.8




JOINDER PURCHASE AGREEMENT



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




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);




          WHEREAS, reference is hereby made to that certain Joinder Agreement dated as of even date
herewith, among the Borrower, New Loan Lender and Administrative
Agent (the “Joinder Agreement”);
and




          WHEREAS, pursuant to the Joinder Agreement, New Loan Lender has agreed to provide a New
Revolving Credit Commitment in the amount and on the terms and conditions set forth in the Joinder
Agreement.




          NOW, THEREFORE, in consideration of the premises and agreements, provisions and
covenants herein contained, the parties hereto agree as follows:




          SECTION 1. Pursuant to Section 2.14(b) of the Credit Agreement, each of the Lenders agreed to
assign to New Loan Lender a portion of its interests in the outstanding Revolving Credit Loans such
that after giving effect to the Joinder Agreement, such
Revolving Credit Loans will be held by such Lenders and the New Loan Lender ratably in
accordance with their respective Revolving Credit Commitments. New Loan Lender hereby agrees to
transfer to Administrative Agent a total aggregate amount of $32,343,038.40 to purchase such
portions of the outstanding Revolving Credit Loans, and the Administrative Agent agrees to
distribute the proceeds of such payment to the existing Lenders in amounts necessary to cause the
Revolving Credit Loans to be held by each existing Lender and the New Loan Lender ratably in
accordance with their respective Revolving Credit Commitments as reflected in the Register at the
close of business on the date hereof.




          SECTION 2. Administrative Agent shall deliver notice to each of the existing Lenders of the
transfers and distributions described in Section 1 (which notice shall be deemed delivered by the
acceptance of such Lenders of the proceeds of the distribution made to such Lenders pursuant to
Section 1 hereof). Upon the delivery of such notice, each of the existing Lenders shall have been
deemed to have assigned to New Loan Lender the applicable portion of the Revolving Credit Loans
held by such existing Lender without further action by any Person.




          SECTION 3. 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.




          SECTION
4. 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 Purchase Agreement as of the date first above written.




	 	 	 	 	 
	 	SUNTRUST BANK

 	 
	 	By:  	/s/
Kevin Harrison 	 
	 	 	Name:  	Kevin Harrison 	 
	 	 	Title:  	Managing Director 	 
	 



MCJUNKIN RED MAN CORPORATION

Joinder Purchase Agreement




 









 








	 	 	 
	 

	 	Acknowledged and Agreed
	 

	 	as of the date first above
written:






	 	 	 	 	 
	 	THE CIT GROUP/BUSINESS CREDIT, INC., 

as Administrative Agent

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



MCJUNKIN RED MAN CORPORATION

Joinder Purchase Agreement




 









 








	 	 	 
	 

	 	Acknowledged and Agreed
	 

	 	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 Purchase Agreement