Exhibit 10.2
NOTICE OF AMENDMENT AND CONFIRMATION OF
INTERCREDITOR AGREEMENT
THIS NOTICE OF AMENDMENT AND CONFIRMATION OF INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of September 3, 2021 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”), and 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.
WHEREAS, MRC Global, certain subsidiaries of MRC Global, Revolving Credit Collateral Agent and the lenders from time to time party thereto entered into that certain Third Amended and Restated Loan, Security and Guarantee Agreement dated as of September 22, 2017 (as amended to date, the “Current Revolving Credit Agreement”).
WHEREAS, MRC Global, certain subsidiaries of MRC Global, Revolving Credit Collateral Agent, and the Collateral Trustee entered into that certain Fourth Amended and Restated Intercreditor Agreement dated as of June 11, 2015 (as amended, supplemented or otherwise modified from time to time through the date hereof, including by this Agreement, the “Intercreditor Agreement”); capitalized terms used in this Agreement and not otherwise defined shall have the meanings assigned to such terms in the Intercreditor Agreement.
WHEREAS, MRC Global, certain subsidiaries of MRC Global, Revolving Credit Collateral Agent and the lenders from time to time party thereto (the “Revolving Credit Lenders”) are amending and restating the Current Revolving Credit Agreement to, among other things, extend the maturity date (as so amended and restated and as it may be further amended, restated, supplemented, modified, replaced, increased, restructured, renewed, refunded or refinanced from time to time, the “Restated Revolving Credit Agreement”).
WHEREAS, concurrently herewith and out of an abundance of caution (despite the Discharge of the Revolving Credit Obligations not having occurred), MRC Global has delivered a New Debt Notice to Collateral Trustee pursuant to Section 5.5 of the Intercreditor Agreement.
WHEREAS, MRC Global has requested that the Collateral Trustee and the other parties hereto enter into this Agreement in order to confirm that Revolving Credit Collateral Agent and Revolving Credit Claimholders retain the rights contemplated by the Intercreditor Agreement following restatement of the Current Revolving Credit Agreement.
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:
1. In accordance with Section 5.3(a) of the Intercreditor Agreement, Revolving Credit Collateral Agent hereby confirms that it is party to the Intercreditor Agreement and that following entry into the Restated Revolving Credit Agreement it remains bound by the Intercreditor Agreement as the “Revolving Credit Collateral Agent” thereunder.
