Joinder Agreement and Supplement to Security Agreement



 Exhibit 10.2 
 JOINDER AGREEMENT AND SUPPLEMENT TO 
 AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

 THIS JOINDER AGREEMENT AND SUPPLEMENT TO AMENDED AND RESTATED CREDIT AND
SECURITY AGREEMENT (this “Agreement”) is made and entered into this 24th day of December, 2007, by and among Precision Flamecutting and Steel,
L.P., a Texas limited partnership (“PFS”), Precision GP Holding, LLC, a Delaware limited liability company (“NewLLC”; NewLLC and PFS are hereinafter referred to collectively as “New Borrowers” and each individually as a
“New Borrower”); PNA Group, Inc., a Delaware corporation and successor by merger to Travel Merger Corporation (“PNA”), Smith Pipe & Steel Company, an Arizona corporation (“Smith”), Infra-Metals Co., a Georgia
corporation (“Infra-Metals”), Feralloy Corporation, a Delaware corporation (“Feralloy”), Delta Steel, L.P., a Texas limited partnership (“Delta Steel”), Delta GP, L.L.C., a Texas limited liability company (“Delta
GP”), Delta LP, L.L.C., a Delaware limited liability company (“Delta LP”), Delnor Corporation, a Texas corporation (“Delnor”), Metals Supply Company, Ltd., a Texas limited partnership (“Metals Supply”), and MSC
Management, Inc., a Texas corporation (“MSC”; PNA, Smith, Infra-Metals, Feralloy, Delta Steel, Delta GP, Delta LP, Delnor, Metals Supply and MSC are hereinafter referred to collectively as “Existing Borrowers” and each
individually as an “Existing Borrower”; New Borrowers and Existing Borrowers are hereinafter referred to collectively as “Borrowers” and each individually as a “Borrower”); the various financial institutions party from
time to time to the Credit Agreement (as hereinafter defined) as lenders (together with their respective successors and assigns, collectively “Lenders”); and Bank of America, N.A., a national banking association, in its capacity as
collateral and administrative agent for the Lenders (together with its successors in such capacity, “Administrative Agent”). 
 Recitals: 
 Administrative Agent, Lenders, Existing Borrowers and the other Agents named therein are parties to a
certain Amended and Restated Credit and Security Agreement, dated as of May 9, 2006 (as at any time amended, restated, supplemented, or otherwise modified, the “Credit Agreement”), pursuant to which Lenders have made certain Revolver
Loans, Term Loans and letter of credit accommodations to Existing Borrowers. Each New Borrower is executing this Agreement to become a party to the Credit Agreement and in order to induce Lenders to continue to extend credit under the Credit
Agreement and as consideration for the financial accommodations previously made. 
 Accordingly, in consideration of the Credit Agreement,
for Ten Dollars ($10.00) in hand paid and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by the parties hereto, Administrative Agent, Lenders, Existing Borrowers and New Borrowers agree as follows:

 1) Definitions; Certain Matters of Construction. Each capitalized term used in this Agreement, unless otherwise defined
herein, shall have the meaning ascribed to such term in the Credit Agreement. The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular
section, paragraph or subdivision. Each reference to any Person shall mean and include the successors and permitted assigns of such Person. Each reference to any of the Credit Documents shall include any and all amendments or modifications thereto
and any and all restatements, extensions or renewals thereof. Wherever the word “including” shall appear in this Agreement, such word shall be understood to mean “including, without limitation.” 
 2) Addition of New Borrowers. By its execution and delivery of this Agreement, each New Borrower (a) acknowledges and agrees that, as
of the Agreement Effective Date (as hereinafter 








 
defined), it is a “Borrower” under the Credit Agreement with the same force and effect as if originally named therein as a “Borrower,”
(b) covenants with Administrative Agent and Lenders that it will observe and perform the terms and provisions of the Credit Agreement to the same extent as if it were an original party thereto, and (c) confirms that it has received a copy
of the Credit Agreement. The parties hereto agree that each reference in the Credit Agreement and the other Credit Documents to “Borrower,” “Borrowers” or terms of similar import shall be deemed to include New Borrowers.

 3) Joint and Several Liability; Borrower Agent. Each New Borrower acknowledges that it has requested Lenders to extend
financial accommodations to it and to the other Borrowers on a combined basis in accordance with the provisions of the Credit Agreement, as hereby amended. In accordance with the terms of the Credit Agreement, each New Borrower acknowledges and
agrees that, as of the Agreement Effective Date (as hereinafter defined), it shall be jointly and severally liable for any and all Loans and other Obligations heretofore or hereafter made or extended by Administrative Agent and Lenders to any and
all of the Borrowers and for all interest, fees and other charges payable in connection therewith. Each New Borrower hereby irrevocably appoints and designates PNA, and PNA agrees to act, as the agent and representative of such New Borrower for all
purposes under the Credit Agreement, including requesting Borrowings, selecting whether any Loan or portion thereof is to bear interest as a Base Rate Loan or a LIBOR Loan, and receiving account statements and other notices and communications to
Borrowers (or any of them) from Administrative Agent. 
 4) Grant of Security Interest. To secure the prompt payment and
performance of all of the Obligations and subject to the terms of Section 7.7 of the Credit Agreement, each New Borrower hereby grants to Administrative Agent, for the benefit of Secured Parties, a continuing security interest in and Lien
upon all personal property of such New Borrower, including all of the following Property and interests in Property of such New Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:

 (i) all Accounts; 
 (ii) all Goods, including all Inventory and Equipment; 
 (iii) all Instruments; 

(iv) all Commercial Tort Claims; 
 (v) all Supporting Obligations; 
 (vi) all Chattel Paper, including Electronic Chattel Paper
and Tangible Chattel Paper; 
 (vii) all Documents; 
 (viii) all General Intangibles, including Payment Intangibles and Software; 
 (ix) all Intellectual Property; 
 (x) all Deposit Accounts; 
 (xi) all Investment Property (but excluding any portion thereof
that constitutes Margin Stock unless otherwise expressly provided in any Security Documents); 
 (xii) all Letter-of-Credit
Rights; 
  

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 (xiii) all monies now or at any time or times hereafter in the possession or under the
control of an Agent or a Lender or a bailee or Affiliate of Agent or a Lender, including any Cash Collateral in the Cash Collateral Account; 
 (xiv) all accessions to, substitutions for and all replacements, products and cash and non-cash proceeds of (i) through (xiii) above, including proceeds of and unearned premiums with respect to insurance
policies insuring any of the Collateral and claims against any Person for loss of, damage to or destruction of any of the Collateral; and 
 (xv) all books and records (including customer lists, files, correspondence, tapes, computer programs, print-outs, and other computer materials and records) of such Borrower pertaining to any of (i) through
(xiv) above. 
 5) Acknowledgments and Stipulations. To induce Administrative Agent and Lenders to enter into this
Agreement, each Borrower hereby acknowledges and stipulates that all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the
same is hereby waived by such Borrower) and that the security interests and Liens granted by each Borrower in favor of Administrative Agent are duly perfected, first priority security interests and Liens. 
 6) Ratification and Reaffirmation. To induce Administrative Agent and Lenders to enter into this Agreement, each Borrower hereby ratifies
and reaffirms the Obligations, each of the Credit Documents to which it is a party, and all of such Borrower’s covenants, duties, indebtedness and liabilities under the Credit Documents to which it is a party. 
 7) Representations and Warranties. To induce Administrative Agent and Lenders to enter into this Agreement, each Borrower hereby makes the
following representations and warranties to Administrative Agent and Lenders, which representations and warranties shall survive the delivery of this Agreement and the making of additional Loans under the Credit Agreement as amended hereby:

 (a) Authorization of Agreements. Each Borrower has the right and power, and has taken all necessary action to
authorize it, to execute, deliver and perform this Agreement and each other agreement contemplated hereby to which it is a party in accordance with their respective terms. This Agreement and each other such agreement contemplated hereby to which it
is a party has been duly executed and delivered by the duly authorized officers of such Borrower and each is, or each when executed and delivered in accordance with this Agreement will be, a legal, valid and binding obligation of such Borrower,
enforceable in accordance with its terms. 
 (b) Compliance of Agreements with Laws. The execution, delivery and
performance of this Agreement and each other agreement contemplated hereby in accordance with their respective terms do not and will not, by the passage of time, the giving of notice or otherwise, 
 (i) require any Governmental Approval (other than the filing of UCC financing statements and the recordation of mortgages, deeds to secure
debt or deeds of trust, as applicable) that has not been obtained or violate any Applicable Law relating to such Borrower or any of its Subsidiaries; 
 (ii) conflict with, result in a breach of or constitute a default under the articles or certificate of incorporation or by-laws or other constituent documents or any shareholders’ or members’ agreement of
such Borrower or any of its Subsidiaries, any material provisions of any indenture, agreement or other instrument to which such 

  

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Borrower, any of its Subsidiaries or any of such Borrower’s or such Subsidiaries’ Property may be bound or any Governmental Approval relating to
such Borrower or any of its Subsidiaries; or 
 (iii) result in or require the creation or imposition of any Lien upon or with
respect to any Property now owned or hereafter acquired by such Borrower other than the security interests and Liens granted to Administrative Agent. 
 (c) Schedules. The Schedules attached hereto contain true, accurate and complete information with respect to Borrowers and the matters represented and warranted by Borrowers pursuant to Section 9 of the
Credit Agreement and such Schedules shall be deemed to supplement and be a part of the Schedules to the Credit Agreement. 
 (d) No Defaults. After giving effect to this Agreement, that certain Sixth Consent and Eighth Amendment to Credit and Security Agreement, of even date herewith, by an among Existing Lenders, Administrative Agent and Lenders (the
“Consent”), and to the updated Schedules attached hereto, no Default or Event of Default exists on the date hereof and each representation and warranty made by any Borrower in the Credit Agreement is true and correct on and as of the date
hereof. 
 8) Additional Covenants. To induce Administrative Agent and Lenders to enter into this Agreement, each Borrower, as
applicable, covenants and agrees to deliver to Administrative Agent, on or before the date hereof, in form and substance satisfactory to Administrative Agent, and, where applicable, in sufficient copies for each Lender, each of the agreements,
instruments, certificates and other documents required to be delivered pursuant to the Consent. 
 9) References to Credit
Agreement. Upon the effectiveness of this Agreement, each reference in the Credit Agreement to “this Agreement,” “hereunder,” or words of like import shall mean and be a reference to the Credit Agreement, as amended by
this Agreement. 
 10) Breach of Agreement. This Agreement shall be part of the Credit Agreement and a breach of any
representation, warranty or covenant herein shall constitute an Event of Default. 
 11) Effectiveness of Agreement; Governing
Law. The provisions of this Agreement shall become effective as of the first date (the “Agreement Effective Date”) on which Administrative Agent shall have received duly executed and delivered counterparts of this Agreement from
each of the Borrowers. Upon effectiveness, this Agreement shall be governed by and construed in accordance with the internal laws of the State of Georgia. This Agreement is intended to take effect as a document executed under seal. 
 12) Expenses of Administrative Agent. To induce Administrative Agent and Lenders to enter into this Agreement, Borrowers jointly and
severally agree to pay, on demand, all costs and expenses incurred by Administrative Agent in connection with the preparation, negotiation and execution of this Agreement and any other Credit Documents executed pursuant hereto and any and all
amendments, modifications, and supplements thereto, including, without limitation, the costs and fees of Administrative Agent’s legal counsel and any taxes or expenses associated with or incurred in connection with any instrument or agreement
referred to herein or contemplated hereby. 
 13) Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. 
  

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 14) No Novation, etc. Except as otherwise expressly provided in this Agreement, nothing
herein shall be deemed to amend or modify any provision of the Credit Agreement or any of the other Credit Documents, each of which shall remain in full force and effect. This Agreement is not intended to be, nor shall it be construed to create, a
novation or accord and satisfaction, and the Credit Agreement as herein modified shall continue in full force and effect. 
 15)
Severability. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. 
 16) Counterparts;
Telecopied Signatures. This Agreement may be executed in any number of counterparts and by different parties to this Agreement on separate counterparts, each of which, when so executed and delivered, shall be deemed an original, but all of
which shall together constitute one and the same agreement. Delivery of a manually executed counterpart of this Agreement by telefacsimile or electronic mail transmission shall be equally effective as delivery of an original executed counterpart of
this Agreement. Any party delivering a manually executed counterpart of this Agreement by telefacsimile or electronic mail transmission shall also deliver an original executed counterpart of this Agreement, but the failure to deliver an original
executed counterpart shall not affect the validity, enforceability and binding effect of this Agreement. 
 17) Entire Agreement;
Schedules. This Agreement and the other Credit Documents, together with all other instruments, agreements and certificates executed by the parties in connection therewith or with reference thereto, embody the entire understanding and
agreement between the parties hereto and thereto with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings and inducements, whether express or implied, oral or written. Each of the Schedules attached
hereto is incorporated into this Agreement and by this reference made a part hereof. 
 18) Further Assurances. Each Borrower
agrees to take such further actions as Administrative Agent or Lenders reasonably request from time to time in connection herewith to evidence or give effect to the amendments set forth herein or any of the transactions contemplated hereby.

 19) Section Titles. Section titles and references used in this Agreement shall be without substantive meaning or content of
any kind whatsoever and are not a part of the agreements among the parties hereto. 
 20) Release of Claims. To induce
Administrative Agent and Lenders to enter into this Agreement, each Borrower hereby releases, acquits and forever discharges Administrative Agent and Lenders, and all of the respective officers, directors, agents, employees, successors and assigns
of Administrative Agent and Lenders, from any and all liabilities, claims, demands, actions or causes of action of any kind or nature (if there be any), whether absolute or contingent, disputed or undisputed, at law or in equity, or known or
unknown, that such Borrower now has or ever had against Administrative Agent or any Lender arising under or in connection with any of the Credit Documents or otherwise. Each Borrower hereby represents and warrants to Administrative Agent and Lenders
that such Borrower has not transferred or assigned to any Person any claim that such Borrower ever had or claimed to have against Administrative Agent or any Lender. 
 21) Waiver of Jury Trial. To the fullest extent permitted by Applicable Law, each of the parties hereto hereby waives the right to trial by jury in any action, suit, counterclaim or proceeding arising
out of or related to this Agreement. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed under seal and
delivered by their respective duly authorized officers on the date first written above. 
  

									
	NEW BORROWERS:	 		 	PRECISION FLAMECUTTING AND STEEL, L.P.
				
		 		 	By:	 	PRECISION GP HOLDING, LLC, its general partner
					
		 		 		 	By:	 	 /s/ Mary Ann Sigler

		 		 		 	Name:	 	Mary Ann Sigler
		 		 		 	Title:	 	Vice President
				
		 		 	By:	 	PNA GROUP, INC., its limited partner
					
		 		 		 	By:	 	 /s/ Mary Ann Sigler

		 		 		 	Name:	 	Mary Ann Sigler
		 		 		 	Title:	 	Vice President
			
		 		 	PRECISION GP HOLDING, LLC 
				
		 		 	By:	 	 /s/ Mary Ann Sigler

		 		 	Name:	 	Mary Ann Sigler
		 		 	Title:	 	Vice President
			
	EXISTING BORROWERS:	 		 	SMITH PIPE & STEEL COMPANY 
				
		 		 	By:	 	 /s/ Mary Ann Sigler

		 		 	Name:	 	Mary Ann Sigler
		 		 	Title:	 	Vice President
			
		 		 	INFRA-METALS CO.
				
		 		 	By:	 	 /s/ Mary Ann Sigler

		 		 	Name:	 	Mary Ann Sigler
		 		 	Title:	 	Vice President
			
		 		 	FERALLOY CORPORATION
				
		 		 	By:	 	 /s/ Mary Ann Sigler

		 		 	Name:	 	Mary Ann Sigler
		 		 	Title:	 	Vice President

 [Signatures continue on following page] 








					
	DELTA STEEL, L.P.
		
	By:	 	Delta GP, L.L.C., its general partner 
			
		 	By:	 	 /s/ Mary Ann Sigler

		 	Name:	 	Mary Ann Sigler
		 	Title:	 	Vice President
		
	By:	 	Delta LP, L.L.C., its limited partner
			
		 	By:	 	 /s/ Mary Ann Sigler

		 	Name:	 	Mary Ann Sigler
		 	Title:	 	Vice President
	
	DELTA GP, L.L.C.
		
	By:	 	 /s/ Mary Ann Sigler

	Name:	 	Mary Ann Sigler
	Title:	 	Vice President
	
	DELTA LP, L.L.C.
		
	By:	 	 /s/ Mary Ann Sigler

	Name:	 	Mary Ann Sigler
	Title:	 	Vice President
	
	PNA GROUP, INC.
		
	By:	 	 /s/ Mary Ann Sigler

	Name:	 	Mary Ann Sigler
	Title:	 	Vice President
	
	DELNOR CORPORATION
		
	By:	 	 /s/ Mary Ann Sigler

	Name:	 	Mary Ann Sigler
	Title:	 	Vice President
	
	MSC MANAGEMENT, INC.
		
	By:	 	 /s/ Mary Ann Sigler

	Name:	 	Mary Ann Sigler
	Title:	 	Vice President


 [Signatures continue on following page] 
  

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	METALS SUPPLY COMPANY, LTD.
		
	By:	 	MSC Management, Inc., its general partner 
			
		 	By:	 	 /s/ Mary Ann Sigler

		 	Name:	 	Mary Ann Sigler
		 	Title:	 	Vice President
		
	By:	 	PNA Group, Inc., its limited partner
			
		 	By:	 	 /s/ Mary Ann Sigler

		 	Name:	 	Mary Ann Sigler
		 	Title:	 	Vice President


 ADMINISTRATIVE AGENT (for itself and on behalf of Lenders): 
  

					
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Dennis S. Losin

	Name:	 	Dennis S. Losin
	Title:	 	Senior Vice President


  

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