Broad Product Offering and High Customer Service Levels: The breadth and depth of our product offering enables us to provide a high level of service to our energy and industrial customers. Given our North American inventory coverage and branch network, we are able to fulfill orders more quickly, including orders for less common and specialty items, and provide our customers with a greater array of value added services, including multiple daily deliveries, volume purchasing, product testing and supplier assessments, inventory management and warehousing, technical support, just-in-time delivery, order consolidation, product tagging and tracking, and system interfaces customized to customer and supplier specifications, than if we operated on a smaller scale and/or only at a local or regional level. Thus our clients, particularly those operating throughout North America, can quickly and efficiently source the most suitable products with the least amount of downtime and at the lowest total transaction cost

EX-10.22.2 54 y63862a1exv10w22w2.htm EX-10.22.2 EX-10.22.2

Exhibit 10.22.2

AMENDMENT NO. 2

TO THE

MANAGEMENT STOCKHOLDERS AGREEMENT

This Amendment No. 2 (this “Amendment”) to the Management Stockholders Agreement by and among PVF Holdings LLC (formerly known as McJ Holding LLC), a Delaware limited liability company (the “McJ Holding LLC”), McJunkin Red Man Holding Corporation (formerly known as McJ Holding Corporation), a Delaware corporation (the “Company”), and the other parties thereto, dated as of March 27, 2007 and amended on December 21, 2007 (as amended, the “Agreement”) is effective as of December 26, 2007.

WHEREAS, pursuant to Section 10 of the Agreement, except as otherwise provided therein, no modification, amendment or waiver of any provision of the Agreement shall be effective unless such modification, amendment or waiver is approved in writing by Stockholders (as defined in the Agreement) holding a majority of the then outstanding common stock of the Company, par value $0.01 per share (the “Common Stock”); and

WHEREAS, the Stockholders holding of a majority of the outstanding Common Stock consent to the adoption and approval of this Amendment as of the date hereof.

1. Amendment.

1.1. The definition of “Affiliate” in Section 1 of the Agreement is hereby amended to add the following to the end of the definition:

and (ii) Red Man Distributors LLC.

2. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the state of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Amendment, effective as of the date first above written.


	PVF HOLDINGS LLC
	By:	/s/ J.F. UNDERHILL
		Name: J.F. Underhill
		Title: CFO