MRC Global Inc. Common Stock, Par Value $0.01 per Share Underwriting AgreementUnderwriting Agreement • November 15th, 2012 • MRC Global Inc. • Wholesale-industrial machinery & equipment • New York
The stockholder named in Schedule II hereto (the “Selling Stockholder”) of MRC Global Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 20,000,000 shares of common stock, par value $0.01 per share (“Stock”), of the Company and, at the election of the Underwriters, up to 3,000,000 additional shares of Stock. The aggregate of 20,000,000 shares to be sold by the Selling Stockholder is herein called the “Firm Shares” and the aggregate of 3,000,000 additional shares that may be sold by the Selling Stockholder is herein called the “Optional Shares.” The Firm Shares and the Optional Shares, which the Underwriters elect to purchase pursuant to Section 2 hereof, are herein collectively called the “Shares.”
MRC Global Inc. Common Stock, Par Value $0.01 per Share Underwriting AgreementUnderwriting Agreement • March 6th, 2012 • MRC Global Inc. • Wholesale-industrial machinery & equipment • New York
MRC Global Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [—] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [—] additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
MRC Global Inc. Common Stock, Par Value $0.01 per Share Underwriting AgreementUnderwriting Agreement • November 13th, 2013 • MRC Global Inc. • Wholesale-industrial machinery & equipment • New York
The stockholders named in Schedule II hereto (the “Selling Stockholders,” and each a “Selling Stockholder”) of MRC Global Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 17,489,233 shares of common stock, par value $0.01 per share (“Stock”) of the Company. The aggregate of 17,489,233 shares to be sold by the Selling Stockholders is herein called the “Shares”. If the only firms listed in Schedule I hereto are the Representatives, then any references to the terms “Underwriters” and “Representatives” as used herein shall each be construed to refer to such firms. Further, if only one firm is listed in Schedule I hereto, then any references to the terms “Underwriters” and “Representatives” as used herein shall each be construed to mean “Underwriter” and “Representative,” respectively.
REGISTRATION RIGHTS AGREEMENT by and between PVF HOLDINGS LLC and MRC GLOBAL INC. Dated as of April 11, 2012Registration Rights Agreement • May 7th, 2012 • MRC Global Inc. • Wholesale-industrial machinery & equipment • Delaware
This REGISTRATION RIGHTS AGREEMENT is made as of April 11, 2012, by and between MRC Global Inc., a Delaware corporation (the “Company”), and PVF Holdings LLC, a Delaware limited liability company (“PVF”).
MRC Global Inc. Common Stock, Par Value $0.01 per Share Underwriting AgreementUnderwriting Agreement • March 12th, 2013 • MRC Global Inc. • Wholesale-industrial machinery & equipment • New York
The stockholder named in Schedule II hereto (the “Selling Stockholder”) of MRC Global Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 23,000,000 shares of common stock, par value $0.01 per share (“Stock”), of the Company and, at the election of the Underwriters, up to 3,450,000 additional shares of Stock. The aggregate of 23,000,000 shares to be sold by the Selling Stockholder is herein called the “Firm Shares” and the aggregate of 3,450,000 additional shares that may be sold by the Selling Stockholder is herein called the “Optional Shares.” The Firm Shares and the Optional Shares, which the Underwriters elect to purchase pursuant to Section 2 hereof, are herein collectively called the “Shares.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 6th, 2012 • MRC Global Inc. • Wholesale-industrial machinery & equipment • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2012, by and between MRC Global Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
MRC Global Inc. Performance Share Unit Award AgreementShare Unit Award Agreement • February 15th, 2019 • MRC Global Inc. • Wholesale-industrial machinery & equipment
This Performance Share Unit Award Agreement (this “Agreement”) is made as of [Month Day, Year] (the “Grant Date”), between MRC Global Inc., a Delaware corporation (the “Company”), and [__________] (the “Participant”).
MCJUNKIN RED MAN HOLDING CORPORATION NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • September 26th, 2008 • McJunkin Red Man Holding Corp • Retail-building materials, hardware, garden supply • New York
THIS AGREEMENT (the “Agreement”), is made effective as of [ , 200___] (the “Date of Grant”), between McJunkin Red Man Holding Corporation, a Delaware corporation (the “Company”), PVF Holdings LLC, a Delaware limited liability company (“PVF Holdings LLC”) (solely for purposes of Section 15 hereof), and [ ] (the “Participant”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2011 • McJunkin Red Man Holding Corp • Retail-building materials, hardware, garden supply • New York
This EMPLOYMENT AGREEMENT, dated as of November 15, 2011 (this “Agreement”), is by and between McJunkin Red Man Holding Corporation, a Delaware corporation (the “Company”), and James E. Braun (the “Executive,” together with the Company, the “Parties”).
AGREEMENT AND PLAN OF MERGER Among MCJUNKIN CORPORATION, MCJ HOLDING CORPORATION And HG ACQUISITION CORP. Dated as of December 4, 2006Agreement and Plan of Merger • September 26th, 2008 • McJunkin Red Man Holding Corp • Retail-building materials, hardware, garden supply • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 4, 2006, among McJunkin Corporation, a West Virginia corporation (the “Company”), McJ Holding Corporation, a Delaware corporation (“Parent”), and Hg Acquisition Corp., a West Virginia corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2023 • MRC Global Inc. • Wholesale-industrial machinery & equipment • Texas
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is dated and effective as of August 4, 2023 (the “Effective Date”), by MRC Global, Inc., a Delaware corporation (the “Company”), and Kelly D. Youngblood (the “Executive”) and amends, restates and supersedes the prior Employment Agreement, effective as of November 18, 2019, in its entirety.
MRC Global Inc. Restricted Stock Unit Award Agreement (February 2023)Restricted Stock Unit Award Agreement • February 14th, 2023 • MRC Global Inc. • Wholesale-industrial machinery & equipment
This Restricted Stock Unit Award Agreement (this “Agreement”), is made as of ______, 2023 (the “Grant Date”), between MRC Global Inc., a Delaware corporation (the “Company”), and [__________] (the “Participant”).
Restricted Stock Award Agreement (Feb. 2015 rev)Restricted Stock Award Agreement • February 20th, 2015 • MRC Global Inc. • Wholesale-industrial machinery & equipment
This Restricted Stock Award Agreement (this “Agreement”), is made as of [Month Day, Year] (the “Grant Date”), between MRC Global Inc., a Delaware corporation (the “Company”), and [__________] (the “Participant”).
JOINDER AGREEMENTJoinder Agreement • October 31st, 2008 • McJunkin Red Man Holding Corp • Retail-building materials, hardware, garden supply • New York
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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 16th, 2011 • McJunkin Red Man Holding Corp • Retail-building materials, hardware, garden supply • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2011, by and between McJunkin Red Man Holding Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
MRC Global Inc. Performance Share Unit Award Agreement (February 2024 rev)Share Unit Award Agreement • February 13th, 2024 • MRC Global Inc. • Wholesale-industrial machinery & equipment
This Performance Share Unit Award Agreement (this “Agreement”) is made as of _________, 20___ (the “Grant Date”), between MRC Global Inc., a Delaware corporation (the “Company”), and [__________] (the “Participant”).
MCJUNKIN RED MAN HOLDING CORPORATION RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • September 26th, 2008 • McJunkin Red Man Holding Corp • Retail-building materials, hardware, garden supply • New York
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), made as of [ , 200___] (the “Grant Date”), between McJunkin Red Man Holding Corporation, a Delaware corporation (the “Company”), PVF Holdings LLC, a Delaware limited liability company (solely for purposes of Section 20 hereof) (“PVF LLC”), and [ ] (the “Grantee”).
MRC Global Inc. Nonqualified Stock Option Agreement (Feb. 2014 rev.)Nonqualified Stock Option Agreement • February 21st, 2014 • MRC Global Inc. • Wholesale-industrial machinery & equipment
This Nonqualified Stock Option Agreement (this “Agreement”), is made as of [Month Day, Year] (the “Grant Date”), between MRC Global Inc., a Delaware corporation (the “Company”), and [__________] (the “Participant”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 6th, 2012 • MRC Global Inc. • Wholesale-industrial machinery & equipment • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2012 by and between MRC Global Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 20th, 2015 • MRC Global Inc. • Wholesale-industrial machinery & equipment • Delaware
This Indemnification Agreement (this “Agreement”) is made as of _________, ____, by and between MRC Global Inc., a Delaware corporation (the “Company”), and * (“Indemnitee”).
TERM LOAN PLEDGE AGREEMENTTerm Loan Pledge Agreement • September 26th, 2008 • McJunkin Red Man Holding Corp • Retail-building materials, hardware, garden supply • New York
TERM LOAN PLEDGE AGREEMENT (this “Agreement”) dated as of May 22, 2008 between McJunkin Red Man Holding Corporation, a Delaware corporation (the “Pledgor” or “Borrower”), and Lehman Commercial Paper Inc., as Collateral Agent (in such capacity, the “Collateral Agent”) under the Credit Agreement (as defined below) for the benefit of the Secured Parties (as defined below).
MCJUNKIN RED MAN HOLDING CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT (CANADA)Nonqualified Stock Option Agreement • September 26th, 2008 • McJunkin Red Man Holding Corp • Retail-building materials, hardware, garden supply • New York
THIS AGREEMENT (the “Agreement”), is made effective as of [ , 200___] (the “Date of Grant”), between McJunkin Red Man Holding Corporation, a Delaware corporation (the “Company”), PVF Holdings LLC, a Delaware limited liability company (“PVF Holdings LLC”) (solely for purposes of Section 15 hereof) and [ ] (the “Participant”).
TERM LOAN CREDIT AGREEMENT Dated as of May 22, 2008 among MCJUNKIN RED MAN HOLDING CORPORATION, as the Borrower The Several Lenders from Time to Time Parties Hereto GOLDMAN SACHS CREDIT PARTNERS L.P. and LEHMAN BROTHERS INC., as Co-Lead Arrangers and...Term Loan Credit Agreement • September 26th, 2008 • McJunkin Red Man Holding Corp • Retail-building materials, hardware, garden supply • New York
TERM LOAN CREDIT AGREEMENT dated as of May 22, 2008, among MCJUNKIN RED MAN HOLDING CORPORATION, a Delaware corporation (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), Goldman Sachs Credit Partners L.P. and Lehman Brothers Inc., as Co-Lead Arrangers and Joint Bookrunners, Lehman Commercial Paper Inc., as Administrative Agent and Collateral Agent, and Goldman Sachs Credit Partners L.P., as Syndication Agent (such term and each other capitalized term used but not defined in this introductory statement having the meaning provided in Section 1).
SHAREHOLDERS’ AGREEMENT dated as of June 10, 2015 by and between MRC GLOBAL INC. and MARIO INVESTMENTS LLCShareholders’ Agreement • June 11th, 2015 • MRC Global Inc. • Wholesale-industrial machinery & equipment • Delaware
SHAREHOLDERS’ AGREEMENT (this “Agreement”) dated as of June 10, 2015 by and between MRC Global Inc., a Delaware corporation (the “Company”), and Mario Investments LLC, a Delaware limited liability company (“Investor”).
ContractSupplement No. • September 26th, 2008 • McJunkin Red Man Holding Corp • Retail-building materials, hardware, garden supply
SUPPLEMENT NO. 1 dated as of April 30, 2007 (this “Supplement”), to the PLEDGE AGREEMENT dated as of January 31, 2007, among McJunkin Corporation, a West Virginia corporation (the “Borrower”), each of the Subsidiaries of the Borrower listed on the signature pages thereto (each such Subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors and the Borrower are referred to collectively as the “Pledgors”) and Lehman Commercial Paper Inc., as Collateral Agent (in such capacity, the “Collateral Agent”) under the Credit Agreement referred to below.
JOINDER AGREEMENT AND AMENDMENT NO. 2 TO THE STOCK PURCHASE AGREEMENTJoinder Agreement • September 26th, 2008 • McJunkin Red Man Holding Corp • Retail-building materials, hardware, garden supply • Delaware
This JOINDER AGREEMENT AND AMENDMENT NO. 2 TO THE STOCK PURCHASE AGREEMENT (this “Joinder Agreement”), is made and entered into as of October 31, 2007, by and among Betts, LLC, an Oklahoma limited liability company (“Betts”), BGJC, LLC, an Oklahoma limited liability company (“BGJC”), CSK, LLC, an Oklahoma limited liability company (“CSK”), KBK, LLC, an Oklahoma limited liability company (“KBK”), KSKN, LLC, an Oklahoma limited liability company (“KSKN”, and, together with Betts, BGJC, CSK and KBK, the “LLCs”), West Oklahoma PVF Company, a Delaware corporation (“Buyer”), Red Man Pipe & Supply Co., an Oklahoma corporation (the “Company), McJ Holding LLC, a Delaware limited liability company (“McJ Holding”) and Craig Ketchum (the “Representative”), as Representative of the Shareholders. All capitalized terms used in this Joinder Agreement which are not otherwise defined herein are used with the same meaning attributed to such capitalized terms in the Stock Purchase Agreement (as defined be
McJunkin Red Man Holding Corporation Director Option AgreementDirector Option Agreement • January 12th, 2012 • MRC Global Inc. • Retail-building materials, hardware, garden supply
This Director Option Agreement (this “Agreement”), is made as of [Month Day, Year] (the “Grant Date”), between McJunkin Red Man Holding Corporation, a Delaware corporation (the “Company”), and [ ] (the “Participant”).
ContractEmployment Agreement • August 1st, 2019 • MRC Global Inc. • Wholesale-industrial machinery & equipment • Texas
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is adopted, executed and agreed to as of this 30th day of July, 2019 (the “Effective Date”), between MRC Global Inc., a Delaware corporation (“Company”), and James E. Braun (“Executive”), which are referred to as the parties to this Amendment.
REFINANCING AMENDMENT AND SUCCESSOR ADMINISTRATIVE AGENT AGREEMENTCollateral Trust Agreement • September 26th, 2017 • MRC Global Inc. • Wholesale-industrial machinery & equipment • New York
SECONDTHIRD AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT dated as of June 11September 22, 20152017 (originally dated as of November 9, 2012 and firstpreviously amended and restated on November 19, 2013 and as of June 11, 2015), among MRC Global (US) Inc. (f/k/a McJunkin Red Man Corporation), a Delaware corporation (the “Borrower”), MRC Global Inc., a Delaware corporation (the “Parent”), each Subsidiary Guarantor from time to time party thereto, the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), JPMorgan Chase Bank of America, N.A., as Administrative Agent, and U.S. Bank National Association, as Collateral Trustee, Bank of America, N.A., Barclays Bank PLC (“Barclays”), Goldman Sachs Lending Partners LLC (“Goldman Sachs”) and Wells Fargo Securities, LLC (“Wells Fargo”), as Joint Lead Arrangers and Joint Bookrunners, KeyBank National Association (“KeyBank”) and SunTrust Robinson Humphrey (“STRH”) as Co-Managers, Merrill Lynch,
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 19th, 2016 • MRC Global Inc. • Wholesale-industrial machinery & equipment • Texas
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is adopted, executed and agreed to as of this 18th day of February, 2016 (the “Effective Date”), between MRC Global Inc., a Delaware corporation (“Company”), and Andrew R. Lane (“Executive”), which are referred to as the parties to this Amendment.
McJunkin Red Man Corporation 835 Hillcrest Drive Charleston, WV 25311McJunkin Red Man Holding Corp • September 26th, 2008 • Retail-building materials, hardware, garden supply
This letter agreement memorializes our mutual understanding that the employment agreement entered into between you, McJ Holding LLC (currently known as PVF Holdings LLC) and McJunkin Corporation (currently known as McJunkin Red Man Corporation) on December 4, 2006 (the “Employment Agreement”) shall be terminated in accordance with this letter agreement.
May 7, 2008 Midfield Supply ULC. 1600,101 — 6thAvenue S.W. Calgary, Alberta T2P 3P4 Attention: Dan Endersby Dear Sir:Original Letter Agreement • December 22nd, 2008 • McJunkin Red Man Holding Corp • Retail-building materials, hardware, garden supply • Alberta
We refer to our Letter Agreement dated May 17.2007, amended by a first amending letter agreement dated October 10, 2007 (as amended, the “Original Letter Agreement”), between Midfield Supply ULC (the “Borrower”) and Alberta Treasury Branches (the “Lender”), and confirm our agreement to make the amendments described below, subject to the following terms and conditions. Capitalized terms used herein without definition shall have the meeting given to them in the Original Letter Agreement.
NOTICE OF AMENDMENT AND CONFIRMATION OF INTERCREDITOR AGREEMENTIntercreditor Agreement • September 26th, 2017 • MRC Global Inc. • Wholesale-industrial machinery & equipment
THIS NOTICE OF AMENDMENT AND CONFIRMATION OF INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of September 22, 2017 by and between BANK OF AMERICA, N.A., in its capacity as administrative agent and collateral agent for the Revolving Credit Lenders under the Revolving Credit Agreement (“Revolving Credit Collateral Agent”), JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for the Term Lenders as of the date hereof (in such capacity, the “Term Agent”), U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral trustee for the Term Secured Parties, the Additional Term Secured Parties, if any, and the Subordinated Lien Secured Parties, if any, in each case, referenced in the Intercreditor Agreement referred to below (including its successors and assigns from time to time, the “Collateral Trustee”) and MRC GLOBAL INC., a Delaware corporation (“MRC Global”) and certain of its subsidiaries.
EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2013 • MRC Global Inc. • Wholesale-industrial machinery & equipment
EMPLOYMENT AGREEMENT, dated as of March 30, 2012 (this “Agreement”), by and between MRC Transmark Pte. Ltd., a company incorporated in Singapore (Company registration Number 198403475D) (the “Employer”), and Neil Philip Wagstaff (the “Executive”) (each of the Employer and the Executive a “Party” and, collectively, the “Parties”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 17th, 2017 • MRC Global Inc. • Wholesale-industrial machinery & equipment • Texas
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is adopted, executed and agreed to as of this 18th day of February, 2016 (the “Effective Date”), between MRC Global Inc., a Delaware corporation (“Company”), and Andrew R. Lane (“Executive”), which are referred to as the parties to this Amendment.
