Common use of Conditions Precedent to Effectiveness of Amendment and Restatement Clause in Contracts

Conditions Precedent to Effectiveness of Amendment and Restatement. The effectiveness of the amendment and restatement of the Existing Loan Agreement by this Agreement is subject to the following conditions precedent having been satisfied: (a) The Agents shall have received each of the following documents, all of which shall be reasonably satisfactory in form and substance to the Agents and the Lenders: (i) certified copies of the certificate of incorporation, certificate of limited partnership, or comparable organizational document of each of Holdings and the Borrowers, with all amendments, if any, certified by the appropriate Governmental Authority, and the bylaws, regulations, operating agreement, or similar governing document of Holdings and each Borrower, in each case certified by the corporate secretary, general partner, or comparable authorized representative of Holdings or such Borrower, as being true and correct and in effect on the Closing Date; (ii) certificates of incumbency and specimen signatures with respect to each Person authorized to execute and deliver this Agreement and the other Loan Documents on behalf of Holdings and each Borrower and each other Person executing any document, certificate, or instrument to be delivered in connection with this Agreement and the other Loan Documents and, in the case of each Borrower, to request Borrowings and the issuance of Letters of Credit; (iii) a certificate evidencing the existence of and good standing of each Loan Party in the jurisdiction of its organization; (iv) a certificate from a financial officer of Metals USA or from an independent investment bank or valuation firm acceptable to the Administrative Agent in form and substance reasonably satisfactory to Agents, certifying that Holdings and its Subsidiaries, on a consolidated basis are Solvent; (v) certified copies of all action taken by each Loan Party to authorize the execution, delivery, and performance of this Agreement, the other Loan Documents, and the Borrowings and the issuance of Letters of Credit; (vi) a certificate of each Borrower signed by a Responsible Officer: (A) stating that all of the representations and warranties made or deemed to be made under this Agreement are true and correct in all material respects as of the Closing Date (or with respect to any representation or warranty (1) qualified as to materiality, true and correct in all respects and (2) made with respect to another date, true and correct as of such other date), after giving effect to any Revolving Loans to be made at such time and the application of the proceeds thereof and the issuance of any Letter(s) of Credit at such time, (B) stating that no Default or Event of Default exists as of the Closing Date, after giving effect to any Revolving Loans to be made at such time and the application of the proceeds thereof and the issuance of any Letter(s) of Credit at such time, and (C) specifying the account of the Borrowers to which the Administrative Agent is authorized to transfer the proceeds of the Revolving Loans, as required by Section 2.2(c); (vii) with respect to any Letter of Credit to be issued on the Closing Date, all documentation required by Section 2.3, duly executed; (viii) a Borrowing Base Certificate effective as of the Business Day preceding the Closing Date; (ix) to the extent requested by the Agents and to the extent Holdings or the Borrowers are able, using commercially reasonable efforts, to obtain such agreements and waivers, a landlord’s or mortgagee’s waiver and consent agreement, in form and substance reasonably acceptable to the Collateral Agent, duly executed on behalf of each landlord or mortgagee, as the case may be, of Real Estate on which any Collateral is located (provided, that Holdings or the Borrowers may defer delivery of any such agreements for a period not to exceed ninety (90) days from the Closing Date; provided, further, that thereafter the Agents may exercise Reasonable Credit Judgment to establish a Reserve with respect to any Collateral located on any Real Estate for which the Collateral Agent has not received an acceptable waiver and consent agreement in an amount not to exceed the amount permitted under clause (b) or (i) of the definition of Eligible Inventory); (x) signed opinions of counsel for Holdings and the Borrowers addressed to the Agents and the Lenders and dated the Closing Date, opining as to such matters in connection with this Agreement and the other Loan Documents as the Agents may reasonably request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agents and their respective counsel; (xi) the Agents shall have received evidence, in form, scope and substance reasonably satisfactory to the Agents, of all insurance coverage as required by this Agreement; and (xii) such other documents and instruments as the Agents or any Lender (through the Administrative Agent) may reasonably request. (b) The Collateral Agent shall have received a Perfection Certificate with respect to Holdings and the Borrowers dated the Closing Date and duly executed by a Responsible Officer of Metals USA, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 9.18 or have been or will be contemporaneously released or terminated. (c) Each of (i) this Agreement, (ii) a Copyright, Patent and Trademark Agreement with respect to each Loan Party that owns Proprietary Rights and (iii) each Guaranty Agreement, shall have been duly executed by each party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall, upon the filing of the applicable documentation, have a security interest in the Collateral of the type and priority described in each Security Document. (d) [Reserved.] (e) The Collateral Agent shall have received, in form and substance satisfactory to it, duly executed Blocked Account Agreements or similar agreements required by this Agreement. (f) The Lenders shall have received the financial statements and report referred to in Section 8.6. (g) On the Closing Date, after giving effect to any Revolving Loans (including such Revolving Loans made to finance the fees, costs, and expenses then payable under this Agreement) on such date and the application of the proceeds therefrom, and issuing any Letters of Credit on such date, the Borrowers shall have remaining Availability in an amount not less than $80,000,000. (h) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct in all material respects on the Closing Date (or with respect to any representation or warranty (1) qualified as to materiality, true and correct in all respects or (2) made with respect to another date, true and correct as of such other date). (i) No Default or Event of Default shall exist on the Closing Date, or would exist after giving effect to any Revolving Loans to be made on such date and the application of the proceeds therefrom, and the Letters of Credit to be issued on such date. (j) The Borrowers shall have paid all fees and expenses of the Agents and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby in each case to the extent invoiced. (k) The Agents and the Lenders shall have received the results of borrowing base audits and asset appraisals conducted by the Collateral Agent of the Borrowers’ respective assets in order to validate the Borrowing Base. (l) All consents or approvals required pursuant to Section 8.27 shall have been duly obtained and there shall be no pending litigation, governmental, administrative or judicial action that would reasonably be expected to restrain, prevent or impose burdensome conditions on the transactions contemplated hereby. (m) The Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. The acceptance by the Borrowers of any Revolving Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrowers that all of the conditions precedent to the making of such Revolving Loans or the issuance of such Letters of Credit have been satisfied (other than such conditions that are subject to the satisfaction of the Lenders or Agents), with the same effect as delivery to the Agents and the Lenders of a certificate signed by a Responsible Officer of the Borrowers, dated the Closing Date, to such effect. Without limiting the generality of the provisions of the last paragraph of Section 14.3, for purposes of determining compliance with the conditions specified in this Section 10.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions Precedent to Effectiveness of Amendment and Restatement. The effectiveness of the amendment and restatement of the Existing Loan Credit Agreement by this Agreement is subject to shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent having have been satisfied: (a) The Agents Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (b) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent). (c) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the following documentsBorrower, all of which shall be reasonably satisfactory in form and substance to dated the Agents and the LendersEffective Date, stating that: (i) certified The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (d) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent: (i) Counterparts of this Agreement, duly executed and delivered by each of the Lenders, the Borrower and the Agent (or in the case of any such party as to which an executed counterpart shall not have been received, the Agent shall have received, in form reasonably satisfactory to it, telecopy, email or other written confirmation from such party of its execution of a counterpart of this Agreement). (ii) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16 at least five Business Days prior to the Effective Date. (iii) Certified copies of the certificate resolutions of incorporation, certificate the Board of limited partnership, or comparable organizational document Directors of each of Holdings the Borrower approving this Agreement and the Borrowersother Loan Documents, with and of all amendmentsdocuments evidencing other necessary corporate action and governmental approvals, if any, certified by the appropriate Governmental Authority, and the bylaws, regulations, operating agreement, or similar governing document of Holdings and each Borrower, in each case certified by the corporate secretary, general partner, or comparable authorized representative of Holdings or such Borrower, as being true and correct and in effect on the Closing Date; (ii) certificates of incumbency and specimen signatures with respect to each Person this Agreement and the other Loan Documents. (iv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to execute and deliver sign this Agreement and the other Loan Documents on behalf of Holdings and each Borrower and each the other Person executing any document, certificate, or instrument documents to be delivered in connection with this Agreement and the other Loan Documents and, in the case of each Borrower, to request Borrowings and the issuance of Letters of Credit; (iii) a certificate evidencing the existence of and good standing of each Loan Party in the jurisdiction of its organization; (iv) a certificate from a financial officer of Metals USA or from an independent investment bank or valuation firm acceptable to the Administrative Agent in form and substance reasonably satisfactory to Agents, certifying that Holdings and its Subsidiaries, on a consolidated basis are Solvent;hereunder. (v) certified copies A favorable opinion of all action taken by each Loan Party to authorize the executionSxxxxxx Xxxxxxx & Bxxxxxxx LLP, delivery, and performance of this Agreement, the other Loan Documents, and the Borrowings and the issuance of Letters of Credit; (vi) a certificate of each Borrower signed by a Responsible Officer: (A) stating that all of the representations and warranties made or deemed to be made under this Agreement are true and correct in all material respects as of the Closing Date (or with respect to any representation or warranty (1) qualified as to materiality, true and correct in all respects and (2) made with respect to another date, true and correct as of such other date), after giving effect to any Revolving Loans to be made at such time and the application of the proceeds thereof and the issuance of any Letter(s) of Credit at such time, (B) stating that no Default or Event of Default exists as of the Closing Date, after giving effect to any Revolving Loans to be made at such time and the application of the proceeds thereof and the issuance of any Letter(s) of Credit at such time, and (C) specifying the account of the Borrowers to which the Administrative Agent is authorized to transfer the proceeds of the Revolving Loans, as required by Section 2.2(c); (vii) with respect to any Letter of Credit to be issued on the Closing Date, all documentation required by Section 2.3, duly executed; (viii) a Borrowing Base Certificate effective as of the Business Day preceding the Closing Date; (ix) to the extent requested by the Agents and to the extent Holdings or the Borrowers are able, using commercially reasonable efforts, to obtain such agreements and waivers, a landlord’s or mortgagee’s waiver and consent agreement, in form and substance reasonably acceptable to the Collateral Agent, duly executed on behalf of each landlord or mortgagee, as the case may be, of Real Estate on which any Collateral is located (provided, that Holdings or the Borrowers may defer delivery of any such agreements for a period not to exceed ninety (90) days from the Closing Date; provided, further, that thereafter the Agents may exercise Reasonable Credit Judgment to establish a Reserve with respect to any Collateral located on any Real Estate for which the Collateral Agent has not received an acceptable waiver and consent agreement in an amount not to exceed the amount permitted under clause (b) or (i) of the definition of Eligible Inventory); (x) signed opinions of counsel for Holdings and the Borrowers addressed to the Agents and the Lenders and dated the Closing Date, opining as to such matters in connection with this Agreement and the other Loan Documents as the Agents may reasonably request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agents and their respective counsel; (xi) the Agents shall have received evidence, in form, scope and substance reasonably satisfactory to the Agents, of all insurance coverage as required by this Agreement; and (xii) such other documents and instruments as the Agents or any Lender (through the Administrative Agent) may reasonably requestBorrower. (b) The Collateral Agent shall have received a Perfection Certificate with respect to Holdings and the Borrowers dated the Closing Date and duly executed by a Responsible Officer of Metals USA, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 9.18 or have been or will be contemporaneously released or terminated. (c) Each of (i) this Agreement, (ii) a Copyright, Patent and Trademark Agreement with respect to each Loan Party that owns Proprietary Rights and (iii) each Guaranty Agreement, shall have been duly executed by each party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall, upon the filing of the applicable documentation, have a security interest in the Collateral of the type and priority described in each Security Document. (d) [Reserved.] (e) The Collateral Agent shall Borrower shall, substantially simultaneously with the occurrence of the Effective Date (and in any event no later than the close of business on the Effective Date), pay all of the accrued fees, expenses and other accrued amounts (other than principal) under the Existing Credit Agreement and each of the Lenders that is a party to the Existing Credit Agreement hereby waives any claim it may have received, under Section 8.04(f) of the Existing Credit Agreement in form and substance satisfactory to it, duly executed Blocked Account Agreements or similar agreements required by this Agreementrespect of such payments made on the Effective Date. (f) The Lenders shall have received the financial statements and report referred to in Section 8.6. (g) On the Closing Date, after giving effect to any Revolving Loans (including such Revolving Loans made to finance the fees, costs, and expenses then payable under this Agreement) on such date and the application of the proceeds therefrom, and issuing any Letters of Credit on such date, the Borrowers shall have remaining Availability in an amount not less than $80,000,000. (h) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct in all material respects on the Closing Date (or with respect to any representation or warranty (1) qualified as to materiality, true and correct in all respects or (2) made with respect to another date, true and correct as of such other date). (i) No Default or Event of Default shall exist on the Closing Date, or would exist after giving effect to any Revolving Loans to be made on such date and the application of the proceeds therefrom, and the Letters of Credit to be issued on such date. (j) The Borrowers shall have paid all fees and expenses of the Agents and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby in each case to the extent invoiced. (k) The Agents and the Lenders shall have received the results of borrowing base audits and asset appraisals conducted by the Collateral Agent of the Borrowers’ respective assets in order to validate the Borrowing Base. (l) All consents or approvals required pursuant to Section 8.27 shall have been duly obtained and there shall be no pending litigation, governmental, administrative or judicial action that would reasonably be expected to restrain, prevent or impose burdensome conditions on the transactions contemplated hereby. (m) The Lenders Each Lender shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. The acceptance by Patriot Act and, if the Borrowers of any Revolving Loans made or Letters of Credit issued on Borrower qualifies as a “legal entity customer” under the Closing Date shall be deemed to be Beneficial Ownership Regulation, a representation and warranty made by the Borrowers that all of the conditions precedent Beneficial Ownership Certification, in each case to the making of such Revolving Loans or the issuance of such Letters of Credit have been satisfied (other than such conditions that are subject to the satisfaction of the Lenders or Agents), with the same effect as delivery to the Agents and the Lenders of a certificate signed extent requested by a Responsible Officer of the Borrowers, dated the Closing Date, to such effect. Without limiting the generality of the provisions of the last paragraph of Section 14.3, for purposes of determining compliance with the conditions specified in this Section 10.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender at least five Business Days prior to the proposed Closing Date specifying its objection theretoEffective Date.

Conditions Precedent to Effectiveness of Amendment and Restatement. The effectiveness of the amendment and restatement of the Existing Loan Credit Agreement by this Agreement is subject to shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent having have been satisfied: (a) The Agents Borrower shall have received notified each of Lender and the following documents, all of which shall be reasonably satisfactory Agent in form and substance writing as to the Agents and the Lenders: (i) certified copies of the certificate of incorporation, certificate of limited partnership, or comparable organizational document of each of Holdings and the Borrowers, with all amendments, if any, certified by the appropriate Governmental Authority, and the bylaws, regulations, operating agreement, or similar governing document of Holdings and each Borrower, in each case certified by the corporate secretary, general partner, or comparable authorized representative of Holdings or such Borrower, as being true and correct and in effect on the Closing proposed Effective Date; (ii) certificates of incumbency and specimen signatures with respect to each Person authorized to execute and deliver this Agreement and the other Loan Documents on behalf of Holdings and each Borrower and each other Person executing any document, certificate, or instrument to be delivered in connection with this Agreement and the other Loan Documents and, in the case of each Borrower, to request Borrowings and the issuance of Letters of Credit; (iii) a certificate evidencing the existence of and good standing of each Loan Party in the jurisdiction of its organization; (iv) a certificate from a financial officer of Metals USA or from an independent investment bank or valuation firm acceptable to the Administrative Agent in form and substance reasonably satisfactory to Agents, certifying that Holdings and its Subsidiaries, on a consolidated basis are Solvent; (v) certified copies of all action taken by each Loan Party to authorize the execution, delivery, and performance of this Agreement, the other Loan Documents, and the Borrowings and the issuance of Letters of Credit; (vi) a certificate of each Borrower signed by a Responsible Officer: (A) stating that all of the representations and warranties made or deemed to be made under this Agreement are true and correct in all material respects as of the Closing Date (or with respect to any representation or warranty (1) qualified as to materiality, true and correct in all respects and (2) made with respect to another date, true and correct as of such other date), after giving effect to any Revolving Loans to be made at such time and the application of the proceeds thereof and the issuance of any Letter(s) of Credit at such time, (B) stating that no Default or Event of Default exists as of the Closing Date, after giving effect to any Revolving Loans to be made at such time and the application of the proceeds thereof and the issuance of any Letter(s) of Credit at such time, and (C) specifying the account of the Borrowers to which the Administrative Agent is authorized to transfer the proceeds of the Revolving Loans, as required by Section 2.2(c); (vii) with respect to any Letter of Credit to be issued on the Closing Date, all documentation required by Section 2.3, duly executed; (viii) a Borrowing Base Certificate effective as of the Business Day preceding the Closing Date; (ix) to the extent requested by the Agents and to the extent Holdings or the Borrowers are able, using commercially reasonable efforts, to obtain such agreements and waivers, a landlord’s or mortgagee’s waiver and consent agreement, in form and substance reasonably acceptable to the Collateral Agent, duly executed on behalf of each landlord or mortgagee, as the case may be, of Real Estate on which any Collateral is located (provided, that Holdings or the Borrowers may defer delivery of any such agreements for a period not to exceed ninety (90) days from the Closing Date; provided, further, that thereafter the Agents may exercise Reasonable Credit Judgment to establish a Reserve with respect to any Collateral located on any Real Estate for which the Collateral Agent has not received an acceptable waiver and consent agreement in an amount not to exceed the amount permitted under clause (b) or (i) of the definition of Eligible Inventory); (x) signed opinions of counsel for Holdings and the Borrowers addressed to the Agents and the Lenders and dated the Closing Date, opining as to such matters in connection with this Agreement and the other Loan Documents as the Agents may reasonably request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agents and their respective counsel; (xi) the Agents shall have received evidence, in form, scope and substance reasonably satisfactory to the Agents, of all insurance coverage as required by this Agreement; and (xii) such other documents and instruments as the Agents or any Lender (through the Administrative Agent) may reasonably request. (b) The Collateral Agent Borrower shall have received a Perfection Certificate with respect to Holdings paid all fees and the Borrowers dated the Closing Date other amounts due and duly executed by a Responsible Officer of Metals USA, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 9.18 or have been or will be contemporaneously released or terminatedpayable. (c) Each On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) this Agreement, the representations and warranties contained in Section 4.01 are correct in all material respects on and as of the Effective Date; and (ii) no event has occurred and is continuing that constitutes a Copyright, Patent and Trademark Agreement with respect to each Loan Party that owns Proprietary Rights and (iii) each Guaranty Agreement, shall have been duly executed by each party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall, upon the filing of the applicable documentation, have a security interest in the Collateral of the type and priority described in each Security DocumentDefault. (d) [Reserved.] (e) The Collateral Agent shall have receivedreceived on or before the Effective Date the following, each dated such day, in form and substance satisfactory to it, duly executed Blocked Account Agreements or similar agreements required by this Agreement. the Agent and (fexcept for the Revolving Credit Notes) The Lenders shall have received the financial statements and report referred to in Section 8.6. (g) On the Closing Date, after giving effect to any Revolving Loans (including such Revolving Loans made to finance the fees, costs, and expenses then payable under this Agreement) on such date and the application of the proceeds therefrom, and issuing any Letters of Credit on such date, the Borrowers shall have remaining Availability in an amount not less than $80,000,000. (h) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct in all material respects on the Closing Date (or with respect to any representation or warranty (1) qualified as to materiality, true and correct in all respects or (2) made with respect to another date, true and correct as of such other date).sufficient copies for each Lender: (i) No Default or Event of Default shall exist on The Revolving Credit Notes to the Closing Date, or would exist after giving effect Lenders to the extent requested by any Revolving Loans Lender pursuant to be made on such date and the application of the proceeds therefrom, and the Letters of Credit to be issued on such dateSection 2.18. (jii) The Borrowers shall have paid all fees and expenses Certified copies of the Agents and the Attorney Costs incurred in connection with any resolutions of the Loan Documents board of directors of the Borrower approving this Agreement and the transactions contemplated thereby in each case any Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the extent invoicedthis Agreement and any Notes. (kiii) The Agents A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and any Notes and the Lenders shall have received the results of borrowing base audits and asset appraisals conducted by the Collateral Agent of the Borrowers’ respective assets in order other documents to validate the Borrowing Basebe delivered hereunder. (liv) All consents or approvals required pursuant to Section 8.27 shall have been duly obtained and there shall be no pending litigationA favorable opinion of King & Spalding LLP, governmentalcounsel for the Borrower, administrative or judicial action that would reasonably be expected to restrain, prevent or impose burdensome conditions on substantially in the transactions contemplated herebyform of Exhibit E hereto. (m) The Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. The acceptance by the Borrowers of any Revolving Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrowers that all of the conditions precedent to the making of such Revolving Loans or the issuance of such Letters of Credit have been satisfied (other than such conditions that are subject to the satisfaction of the Lenders or Agents), with the same effect as delivery to the Agents and the Lenders of a certificate signed by a Responsible Officer of the Borrowers, dated the Closing Date, to such effect. Without limiting the generality of the provisions of the last paragraph of Section 14.3, for purposes of determining compliance with the conditions specified in this Section 10.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions Precedent to Effectiveness of Amendment and Restatement. The effectiveness of the amendment and restatement of the Existing Loan Credit Agreement by this Agreement is subject to shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent having have been satisfied: (a) There shall have occurred no Material Adverse Change since June 30, 2014, except as disclosed in any filings by the Borrower or the Parent Guarantor with the Securities and Exchange Commission prior to May 6, 2015. (b) The Agents Borrower shall have paid all accrued fees and expenses of the Designated Agent and the Lenders (including the accrued fees and expenses of counsel to the Designated Agent) and invoiced at least three business days prior to the Effective Date. (c) On the Effective Date, the following statements shall be true and the Designated Agent shall have received for the account of each Lender a certificate signed by a Responsible Officer of the following documentsParent Guarantor, all of which shall be reasonably satisfactory in form and substance to dated the Agents and the LendersEffective Date, stating that: (i) certified The representations and warranties contained in Section 4.01 are true and correct in all material respects (except for representations and warranties qualified as to materiality and Material Adverse Effect, which shall be true and correct in all respects) on and as of the Effective Date (except to the extent any such representation or warranty specifically relates to an earlier date in which case such representation and warranty shall be accurate in all material respects as of such earlier date), and (ii) No event has occurred and is continuing that constitutes a Default. (d) The Designated Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Designated Agent and (except for the Notes) in sufficient copies for each Lender: (i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (ii) Certified copies of the certificate resolutions of incorporation, certificate the board of limited partnership, or comparable organizational document directors of each of Holdings Loan Party approving this Agreement and the Borrowersdocuments executed and delivered in connection herewith, with and of all amendmentsdocuments evidencing other necessary corporate action and governmental approvals, if any, certified by the appropriate Governmental Authority, and the bylaws, regulations, operating agreement, or similar governing document of Holdings and each Borrower, in each case certified by the corporate secretary, general partner, or comparable authorized representative of Holdings or such Borrower, as being true and correct and in effect on the Closing Date; (ii) certificates of incumbency and specimen signatures with respect to this Agreement. (iii) A certificate of a Responsible Officer of each Person Loan Party certifying the names and true signatures of the officers of the Responsible Officers of such Loan Party authorized to execute and deliver this Agreement and the other Loan Documents on behalf of Holdings and each Borrower and each other Person executing any document, certificate, or instrument documents to be delivered in connection with this Agreement and the other Loan Documents and, in the case of each Borrower, to request Borrowings and the issuance of Letters of Credit; (iii) a certificate evidencing the existence of and good standing of each Loan Party in the jurisdiction of its organization;hereunder. (iv) a certificate from a financial officer A favorable opinion of Metals USA or from an independent investment bank or valuation firm acceptable to the Administrative Agent in form and substance reasonably satisfactory to AgentsXxxxxxx Xxxxxxx & Xxxxxxxx LLP, certifying that Holdings and its Subsidiaries, on a consolidated basis are Solvent; (v) certified copies of all action taken by each Loan Party to authorize the execution, delivery, and performance of this Agreement, the other Loan Documents, and the Borrowings and the issuance of Letters of Credit; (vi) a certificate of each Borrower signed by a Responsible Officer: (A) stating that all of the representations and warranties made or deemed to be made under this Agreement are true and correct in all material respects as of the Closing Date (or with respect to any representation or warranty (1) qualified as to materiality, true and correct in all respects and (2) made with respect to another date, true and correct as of such other date), after giving effect to any Revolving Loans to be made at such time and the application of the proceeds thereof and the issuance of any Letter(s) of Credit at such time, (B) stating that no Default or Event of Default exists as of the Closing Date, after giving effect to any Revolving Loans to be made at such time and the application of the proceeds thereof and the issuance of any Letter(s) of Credit at such time, and (C) specifying the account of the Borrowers to which the Administrative Agent is authorized to transfer the proceeds of the Revolving Loans, as required by Section 2.2(c); (vii) with respect to any Letter of Credit to be issued on the Closing Date, all documentation required by Section 2.3, duly executed; (viii) a Borrowing Base Certificate effective as of the Business Day preceding the Closing Date; (ix) to the extent requested by the Agents and to the extent Holdings or the Borrowers are able, using commercially reasonable efforts, to obtain such agreements and waivers, a landlord’s or mortgagee’s waiver and consent agreement, in form and substance reasonably acceptable to the Collateral Agent, duly executed on behalf of each landlord or mortgagee, as the case may be, of Real Estate on which any Collateral is located (provided, that Holdings or the Borrowers may defer delivery of any such agreements for a period not to exceed ninety (90) days from the Closing Date; provided, further, that thereafter the Agents may exercise Reasonable Credit Judgment to establish a Reserve with respect to any Collateral located on any Real Estate for which the Collateral Agent has not received an acceptable waiver and consent agreement in an amount not to exceed the amount permitted under clause (b) or (i) of the definition of Eligible Inventory); (x) signed opinions of counsel for Holdings and the Borrowers addressed to the Agents and the Lenders and dated the Closing Date, opining as to such matters in connection with this Agreement and the other Loan Documents as the Agents may reasonably request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agents and their respective counsel; (xi) the Agents shall have received evidence, in form, scope and substance reasonably satisfactory to the Agents, of all insurance coverage as required by this Agreement; and (xii) such other documents and instruments as the Agents or any Lender (through the Administrative Agent) may reasonably request. (b) The Collateral Agent shall have received a Perfection Certificate with respect to Holdings and the Borrowers dated the Closing Date and duly executed by a Responsible Officer of Metals USA, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 9.18 or have been or will be contemporaneously released or terminated. (c) Each of (i) this Agreement, (ii) a Copyright, Patent and Trademark Agreement with respect to each Loan Party that owns Proprietary Rights and (iii) each Guaranty Agreement, shall have been duly executed by each party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall, upon the filing of the applicable documentation, have a security interest in the Collateral of the type and priority described in each Security Document. (d) [Reserved.] (e) The Collateral Agent shall have receivedParties, in form and substance satisfactory to it, duly executed Blocked Account Agreements the Designated Agent. (e) The Loan Parties shall have and repaid or similar agreements required by prepaid in full all amounts accrued and outstanding under the Existing Credit Agreement; provided that letters of credit outstanding under such credit agreement shall be deemed to have been issued under this Agreement. (f) The Lenders shall have received the financial statements Designated Agent and report referred to in Section 8.6. (g) On the Closing Date, after giving effect to any Revolving Loans (including such Revolving Loans made to finance the fees, costs, and expenses then payable under this Agreement) on such date and the application of the proceeds therefrom, and issuing any Letters of Credit on such date, the Borrowers shall have remaining Availability in an amount not less than $80,000,000. (h) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct in all material respects on the Closing Date (or with respect to any representation or warranty (1) qualified as to materiality, true and correct in all respects or (2) made with respect to another date, true and correct as of such other date). (i) No Default or Event of Default shall exist on the Closing Date, or would exist after giving effect to any Revolving Loans to be made on such date and the application of the proceeds therefrom, and the Letters of Credit to be issued on such date. (j) The Borrowers shall have paid all fees and expenses of the Agents and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby in each case to the extent invoiced. (k) The Agents and the Lenders shall have received the results of borrowing base audits and asset appraisals conducted by the Collateral Agent of the Borrowers’ respective assets in order to validate the Borrowing Base. (l) All consents or approvals required pursuant to Section 8.27 shall have been duly obtained and there shall be no pending litigation, governmental, administrative or judicial action that would reasonably be expected to restrain, prevent or impose burdensome conditions on the transactions contemplated hereby. (m) The Lenders Lender shall have received all documentation information requested by the Designated Agent or such Lender at least five Business Days prior to the Effective Date to comply with the PATRIOT Act and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules laws and regulations, including the USA PATRIOT Act. The acceptance by the Borrowers of any Revolving Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrowers that all of the conditions precedent to the making of such Revolving Loans or the issuance of such Letters of Credit have been satisfied (other than such conditions that are subject to the satisfaction of the Lenders or Agents), with the same effect as delivery to the Agents and the Lenders of a certificate signed by a Responsible Officer of the Borrowers, dated the Closing Date, to such effect. Without limiting the generality of the provisions of the last paragraph of Section 14.3, for purposes of determining compliance with the conditions specified in this Section 10.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions Precedent to Effectiveness of Amendment and Restatement. The effectiveness of the amendment and restatement of the Existing Loan Credit Agreement by this Agreement is subject to shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent having have been satisfied: (a) The Agents Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (b) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent). (c) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the following documentsBorrower, all of which shall be reasonably satisfactory in form and substance to dated the Agents and the LendersEffective Date, stating that: (i) certified The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (d) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent: (i) Counterparts of this Agreement, duly executed and delivered by each of the Lenders, the Borrower and the Agent (or in the case of any such party as to which an executed counterpart shall not have been received, the Agent shall have received, in form reasonably satisfactory to it, telecopy, email or other written confirmation from such party of its execution of a counterpart of this Agreement). (ii) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16 at least five Business Days prior to the Effective Date. (iii) Certified copies of the certificate resolutions of incorporation, certificate the Board of limited partnership, or comparable organizational document Directors of each of Holdings the Borrower approving this Agreement and the Borrowersother Loan Documents, with and of all amendmentsdocuments evidencing other necessary corporate action and governmental approvals, if any, certified by the appropriate Governmental Authority, and the bylaws, regulations, operating agreement, or similar governing document of Holdings and each Borrower, in each case certified by the corporate secretary, general partner, or comparable authorized representative of Holdings or such Borrower, as being true and correct and in effect on the Closing Date; (ii) certificates of incumbency and specimen signatures with respect to each Person this Agreement and the other Loan Documents. (iv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to execute and deliver sign this Agreement and the other Loan Documents on behalf of Holdings and each Borrower and each the other Person executing any document, certificate, or instrument documents to be delivered in connection with this Agreement and the other Loan Documents and, in the case of each Borrower, to request Borrowings and the issuance of Letters of Credit; (iii) a certificate evidencing the existence of and good standing of each Loan Party in the jurisdiction of its organization; (iv) a certificate from a financial officer of Metals USA or from an independent investment bank or valuation firm acceptable to the Administrative Agent in form and substance reasonably satisfactory to Agents, certifying that Holdings and its Subsidiaries, on a consolidated basis are Solvent;hereunder. (v) certified copies A favorable opinion of all action taken by each Loan Party to authorize the executionXxxxxxx Xxxxxxx & Xxxxxxxx LLP, delivery, and performance of this Agreement, the other Loan Documents, and the Borrowings and the issuance of Letters of Credit; (vi) a certificate of each Borrower signed by a Responsible Officer: (A) stating that all of the representations and warranties made or deemed to be made under this Agreement are true and correct in all material respects as of the Closing Date (or with respect to any representation or warranty (1) qualified as to materiality, true and correct in all respects and (2) made with respect to another date, true and correct as of such other date), after giving effect to any Revolving Loans to be made at such time and the application of the proceeds thereof and the issuance of any Letter(s) of Credit at such time, (B) stating that no Default or Event of Default exists as of the Closing Date, after giving effect to any Revolving Loans to be made at such time and the application of the proceeds thereof and the issuance of any Letter(s) of Credit at such time, and (C) specifying the account of the Borrowers to which the Administrative Agent is authorized to transfer the proceeds of the Revolving Loans, as required by Section 2.2(c); (vii) with respect to any Letter of Credit to be issued on the Closing Date, all documentation required by Section 2.3, duly executed; (viii) a Borrowing Base Certificate effective as of the Business Day preceding the Closing Date; (ix) to the extent requested by the Agents and to the extent Holdings or the Borrowers are able, using commercially reasonable efforts, to obtain such agreements and waivers, a landlord’s or mortgagee’s waiver and consent agreement, in form and substance reasonably acceptable to the Collateral Agent, duly executed on behalf of each landlord or mortgagee, as the case may be, of Real Estate on which any Collateral is located (provided, that Holdings or the Borrowers may defer delivery of any such agreements for a period not to exceed ninety (90) days from the Closing Date; provided, further, that thereafter the Agents may exercise Reasonable Credit Judgment to establish a Reserve with respect to any Collateral located on any Real Estate for which the Collateral Agent has not received an acceptable waiver and consent agreement in an amount not to exceed the amount permitted under clause (b) or (i) of the definition of Eligible Inventory); (x) signed opinions of counsel for Holdings and the Borrowers addressed to the Agents and the Lenders and dated the Closing Date, opining as to such matters in connection with this Agreement and the other Loan Documents as the Agents may reasonably request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agents and their respective counsel; (xi) the Agents shall have received evidence, in form, scope and substance reasonably satisfactory to the Agents, of all insurance coverage as required by this Agreement; and (xii) such other documents and instruments as the Agents or any Lender (through the Administrative Agent) may reasonably requestBorrower. (b) The Collateral Agent shall have received a Perfection Certificate with respect to Holdings and the Borrowers dated the Closing Date and duly executed by a Responsible Officer of Metals USA, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 9.18 or have been or will be contemporaneously released or terminated. (c) Each of (i) this Agreement, (ii) a Copyright, Patent and Trademark Agreement with respect to each Loan Party that owns Proprietary Rights and (iii) each Guaranty Agreement, shall have been duly executed by each party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall, upon the filing of the applicable documentation, have a security interest in the Collateral of the type and priority described in each Security Document. (d) [Reserved.] (e) The Collateral Agent shall Borrower shall, substantially simultaneously with the occurrence of the Effective Date (and in any event no later than the close of business on the Effective Date), pay all of the accrued fees, expenses and other accrued amounts (other than principal) under the Existing Credit Agreement and each of the Lenders that is a party to the Existing Credit Agreement hereby waives any claim it may have received, under Section 8.04(f) of the Existing Credit Agreement in form and substance satisfactory to it, duly executed Blocked Account Agreements or similar agreements required by this Agreementrespect of such payments made on the Effective Date. (f) The Borrower shall, substantially simultaneously with the occurrence of the Effective Date (and in any event no later than the close of business on the Effective Date), prepay Term Advances in an aggregate principal amount of not less than $250,000,000. Notwithstanding anything to the contrary herein, such prepayment may be allocated on a non-ratable basis in order to ensure that the outstanding Term Advances of each Term Lender are consistent with such Term Lender’s Term Commitment on the Effective Date. Each of the Term Lenders shall that is a party to the Existing Credit Agreement hereby waives any claim it may have received under Section 8.04(f) of the financial statements Existing Credit Agreement in respect of such payments and report referred to in Section 8.6any reallocation of Term Advances made on the Effective Date. (g) On the Closing Date, after giving effect to any Revolving Loans (including such Revolving Loans made to finance the fees, costs, and expenses then payable under this Agreement) on such date and the application of the proceeds therefrom, and issuing any Letters of Credit on such date, the Borrowers shall have remaining Availability in an amount not less than $80,000,000. (h) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct in all material respects on the Closing Date (or with respect to any representation or warranty (1) qualified as to materiality, true and correct in all respects or (2) made with respect to another date, true and correct as of such other date). (i) No Default or Event of Default shall exist on the Closing Date, or would exist after giving effect to any Revolving Loans to be made on such date and the application of the proceeds therefrom, and the Letters of Credit to be issued on such date. (j) The Borrowers shall have paid all fees and expenses of the Agents and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby in each case to the extent invoiced. (k) The Agents and the Lenders shall have received the results of borrowing base audits and asset appraisals conducted by the Collateral Agent of the Borrowers’ respective assets in order to validate the Borrowing Base. (l) All consents or approvals required pursuant to Section 8.27 shall have been duly obtained and there shall be no pending litigation, governmental, administrative or judicial action that would reasonably be expected to restrain, prevent or impose burdensome conditions on the transactions contemplated hereby. (m) The Lenders Each Lender shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. The acceptance by the Borrowers of any Revolving Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrowers that all of the conditions precedent Patriot Act to the making of such Revolving Loans or the issuance of such Letters of Credit have been satisfied (other than such conditions that are subject to the satisfaction of the Lenders or Agents), with the same effect as delivery to the Agents and the Lenders of a certificate signed extent requested by a Responsible Officer of the Borrowers, dated the Closing Date, to such effect. Without limiting the generality of the provisions of the last paragraph of Section 14.3, for purposes of determining compliance with the conditions specified in this Section 10.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender at least five Business Days prior to the proposed Closing Date specifying its objection theretoEffective Date.

Conditions Precedent to Effectiveness of Amendment and Restatement. The effectiveness of the amendment and restatement of the Existing Loan Credit Agreement by this Agreement is subject to shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent having have been satisfied: (a) The Agents Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (b) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent). (c) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the following documentsBorrower, all of which shall be reasonably satisfactory in form and substance to dated the Agents and the LendersEffective Date, stating that: (i) certified The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (d) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent: (i) Counterparts of this Agreement, duly executed and delivered by each of the Lenders, the Borrower and the Agent (or in the case of any such party as to which an executed counterpart shall not have been received, the Agent shall have received, in form reasonably satisfactory to it, telecopy, email or other written confirmation from such party of its execution of a counterpart of this Agreement). (ii) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16 at least five Business Days prior to the Effective Date. (iii) Certified copies of the certificate resolutions of incorporation, certificate the Board of limited partnership, or comparable organizational document Directors of each of Holdings the Borrower approving this Agreement and the Borrowersother Loan Documents, with and of all amendmentsdocuments evidencing other necessary corporate action and governmental approvals, if any, certified by the appropriate Governmental Authority, and the bylaws, regulations, operating agreement, or similar governing document of Holdings and each Borrower, in each case certified by the corporate secretary, general partner, or comparable authorized representative of Holdings or such Borrower, as being true and correct and in effect on the Closing Date; (ii) certificates of incumbency and specimen signatures with respect to each Person this Agreement and the other Loan Documents. (iv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to execute and deliver sign this Agreement and the other Loan Documents on behalf of Holdings and each Borrower and each the other Person executing any document, certificate, or instrument documents to be delivered in connection with this Agreement and the other Loan Documents and, in the case of each Borrower, to request Borrowings and the issuance of Letters of Credit; (iii) a certificate evidencing the existence of and good standing of each Loan Party in the jurisdiction of its organization; (iv) a certificate from a financial officer of Metals USA or from an independent investment bank or valuation firm acceptable to the Administrative Agent in form and substance reasonably satisfactory to Agents, certifying that Holdings and its Subsidiaries, on a consolidated basis are Solvent;hereunder. (v) certified copies A favorable opinion of all action taken by each Loan Party to authorize the executionXxxxxxx Xxxxxxx & Xxxxxxxx LLP, delivery, and performance of this Agreement, the other Loan Documents, and the Borrowings and the issuance of Letters of Credit; (vi) a certificate of each Borrower signed by a Responsible Officer: (A) stating that all of the representations and warranties made or deemed to be made under this Agreement are true and correct in all material respects as of the Closing Date (or with respect to any representation or warranty (1) qualified as to materiality, true and correct in all respects and (2) made with respect to another date, true and correct as of such other date), after giving effect to any Revolving Loans to be made at such time and the application of the proceeds thereof and the issuance of any Letter(s) of Credit at such time, (B) stating that no Default or Event of Default exists as of the Closing Date, after giving effect to any Revolving Loans to be made at such time and the application of the proceeds thereof and the issuance of any Letter(s) of Credit at such time, and (C) specifying the account of the Borrowers to which the Administrative Agent is authorized to transfer the proceeds of the Revolving Loans, as required by Section 2.2(c); (vii) with respect to any Letter of Credit to be issued on the Closing Date, all documentation required by Section 2.3, duly executed; (viii) a Borrowing Base Certificate effective as of the Business Day preceding the Closing Date; (ix) to the extent requested by the Agents and to the extent Holdings or the Borrowers are able, using commercially reasonable efforts, to obtain such agreements and waivers, a landlord’s or mortgagee’s waiver and consent agreement, in form and substance reasonably acceptable to the Collateral Agent, duly executed on behalf of each landlord or mortgagee, as the case may be, of Real Estate on which any Collateral is located (provided, that Holdings or the Borrowers may defer delivery of any such agreements for a period not to exceed ninety (90) days from the Closing Date; provided, further, that thereafter the Agents may exercise Reasonable Credit Judgment to establish a Reserve with respect to any Collateral located on any Real Estate for which the Collateral Agent has not received an acceptable waiver and consent agreement in an amount not to exceed the amount permitted under clause (b) or (i) of the definition of Eligible Inventory); (x) signed opinions of counsel for Holdings and the Borrowers addressed to the Agents and the Lenders and dated the Closing Date, opining as to such matters in connection with this Agreement and the other Loan Documents as the Agents may reasonably request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agents and their respective counsel; (xi) the Agents shall have received evidence, in form, scope and substance reasonably satisfactory to the Agents, of all insurance coverage as required by this Agreement; and (xii) such other documents and instruments as the Agents or any Lender (through the Administrative Agent) may reasonably requestBorrower. (b) The Collateral Agent shall have received a Perfection Certificate with respect to Holdings and the Borrowers dated the Closing Date and duly executed by a Responsible Officer of Metals USA, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 9.18 or have been or will be contemporaneously released or terminated. (c) Each of (i) this Agreement, (ii) a Copyright, Patent and Trademark Agreement with respect to each Loan Party that owns Proprietary Rights and (iii) each Guaranty Agreement, shall have been duly executed by each party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall, upon the filing of the applicable documentation, have a security interest in the Collateral of the type and priority described in each Security Document. (d) [Reserved.] (e) The Collateral Agent shall Borrower shall, substantially simultaneously with the occurrence of the Effective Date (and in any event no later than the close of business on the Effective Date), pay all of the accrued fees, expenses and other accrued amounts (other than principal) under the Existing Credit Agreement and each of the Lenders that is a party to the Existing Credit Agreement hereby waives any claim it may have received, under Section 8.04(f) of the Existing Credit Agreement in form and substance satisfactory to it, duly executed Blocked Account Agreements or similar agreements required by this Agreementrespect of such payments made on the Effective Date. (f) The Lenders shall have received the financial statements and report referred to in Section 8.6. (g) On the Closing Date, after giving effect to any Revolving Loans (including such Revolving Loans made to finance the fees, costs, and expenses then payable under this Agreement) on such date and the application of the proceeds therefrom, and issuing any Letters of Credit on such date, the Borrowers shall have remaining Availability in an amount not less than $80,000,000. (h) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct in all material respects on the Closing Date (or with respect to any representation or warranty (1) qualified as to materiality, true and correct in all respects or (2) made with respect to another date, true and correct as of such other date). (i) No Default or Event of Default shall exist on the Closing Date, or would exist after giving effect to any Revolving Loans to be made on such date and the application of the proceeds therefrom, and the Letters of Credit to be issued on such date. (j) The Borrowers shall have paid all fees and expenses of the Agents and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby in each case to the extent invoiced. (k) The Agents and the Lenders shall have received the results of borrowing base audits and asset appraisals conducted by the Collateral Agent of the Borrowers’ respective assets in order to validate the Borrowing Base. (l) All consents or approvals required pursuant to Section 8.27 shall have been duly obtained and there shall be no pending litigation, governmental, administrative or judicial action that would reasonably be expected to restrain, prevent or impose burdensome conditions on the transactions contemplated hereby. (m) The Lenders Each Lender shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. The acceptance by Patriot Act and, if the Borrowers of any Revolving Loans made or Letters of Credit issued on Borrower qualifies as a “legal entity customer” under the Closing Date shall be deemed to be Beneficial Ownership Regulation, a representation and warranty made by the Borrowers that all of the conditions precedent Beneficial Ownership Certification, in each case to the making of such Revolving Loans or the issuance of such Letters of Credit have been satisfied (other than such conditions that are subject to the satisfaction of the Lenders or Agents), with the same effect as delivery to the Agents and the Lenders of a certificate signed extent requested by a Responsible Officer of the Borrowers, dated the Closing Date, to such effect. Without limiting the generality of the provisions of the last paragraph of Section 14.3, for purposes of determining compliance with the conditions specified in this Section 10.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender at least five Business Days prior to the proposed Closing Date specifying its objection theretoEffective Date.

Conditions Precedent to Effectiveness of Amendment and Restatement. The effectiveness of the amendment and restatement of the Existing Loan Credit Agreement by this Agreement is subject to shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent having have been satisfied: (a) The Agents Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (b) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent). (c) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the following documentsBorrower, all of which shall be reasonably satisfactory in form and substance to dated the Agents and the LendersEffective Date, stating that: (i) certified The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (d) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent: (i) Counterparts of this Agreement, duly executed and delivered by each of the Lenders, the Borrower and the Agent (or in the case of any such party as to which an executed counterpart shall not have been received, the Agent shall have received, in form reasonably satisfactory to it, telecopy, email or other written confirmation from such party of its execution of a counterpart of this Agreement). (ii) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16 at least five Business Days prior to the Effective Date. (iii) Certified copies of the certificate resolutions of incorporation, certificate the Board of limited partnership, or comparable organizational document Directors of each of Holdings the Borrower approving this Agreement and the Borrowersother Loan Documents, with and of all amendmentsdocuments evidencing other necessary corporate action and governmental approvals, if any, certified by the appropriate Governmental Authority, and the bylaws, regulations, operating agreement, or similar governing document of Holdings and each Borrower, in each case certified by the corporate secretary, general partner, or comparable authorized representative of Holdings or such Borrower, as being true and correct and in effect on the Closing Date; (ii) certificates of incumbency and specimen signatures with respect to each Person this Agreement and the other Loan Documents. (iv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to execute and deliver sign this Agreement and the other Loan Documents on behalf of Holdings and each Borrower and each the other Person executing any document, certificate, or instrument documents to be delivered in connection with this Agreement and the other Loan Documents and, in the case of each Borrower, to request Borrowings and the issuance of Letters of Credit; (iii) a certificate evidencing the existence of and good standing of each Loan Party in the jurisdiction of its organization; (iv) a certificate from a financial officer of Metals USA or from an independent investment bank or valuation firm acceptable to the Administrative Agent in form and substance reasonably satisfactory to Agents, certifying that Holdings and its Subsidiaries, on a consolidated basis are Solvent;hereunder. (v) certified copies A favorable opinion of all action taken by each Loan Party to authorize the executionXxxxxxx Xxxxxxx & Xxxxxxxx LLP, delivery, and performance of this Agreement, the other Loan Documents, and the Borrowings and the issuance of Letters of Credit; (vi) a certificate of each Borrower signed by a Responsible Officer: (A) stating that all of the representations and warranties made or deemed to be made under this Agreement are true and correct in all material respects as of the Closing Date (or with respect to any representation or warranty (1) qualified as to materiality, true and correct in all respects and (2) made with respect to another date, true and correct as of such other date), after giving effect to any Revolving Loans to be made at such time and the application of the proceeds thereof and the issuance of any Letter(s) of Credit at such time, (B) stating that no Default or Event of Default exists as of the Closing Date, after giving effect to any Revolving Loans to be made at such time and the application of the proceeds thereof and the issuance of any Letter(s) of Credit at such time, and (C) specifying the account of the Borrowers to which the Administrative Agent is authorized to transfer the proceeds of the Revolving Loans, as required by Section 2.2(c); (vii) with respect to any Letter of Credit to be issued on the Closing Date, all documentation required by Section 2.3, duly executed; (viii) a Borrowing Base Certificate effective as of the Business Day preceding the Closing Date; (ix) to the extent requested by the Agents and to the extent Holdings or the Borrowers are able, using commercially reasonable efforts, to obtain such agreements and waivers, a landlord’s or mortgagee’s waiver and consent agreement, in form and substance reasonably acceptable to the Collateral Agent, duly executed on behalf of each landlord or mortgagee, as the case may be, of Real Estate on which any Collateral is located (provided, that Holdings or the Borrowers may defer delivery of any such agreements for a period not to exceed ninety (90) days from the Closing Date; provided, further, that thereafter the Agents may exercise Reasonable Credit Judgment to establish a Reserve with respect to any Collateral located on any Real Estate for which the Collateral Agent has not received an acceptable waiver and consent agreement in an amount not to exceed the amount permitted under clause (b) or (i) of the definition of Eligible Inventory); (x) signed opinions of counsel for Holdings and the Borrowers addressed to the Agents and the Lenders and dated the Closing Date, opining as to such matters in connection with this Agreement and the other Loan Documents as the Agents may reasonably request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agents and their respective counsel; (xi) the Agents shall have received evidence, in form, scope and substance reasonably satisfactory to the Agents, of all insurance coverage as required by this Agreement; and (xii) such other documents and instruments as the Agents or any Lender (through the Administrative Agent) may reasonably requestBorrower. (b) The Collateral Agent shall have received a Perfection Certificate with respect to Holdings and the Borrowers dated the Closing Date and duly executed by a Responsible Officer of Metals USA, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 9.18 or have been or will be contemporaneously released or terminated. (c) Each of (i) this Agreement, (ii) a Copyright, Patent and Trademark Agreement with respect to each Loan Party that owns Proprietary Rights and (iii) each Guaranty Agreement, shall have been duly executed by each party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall, upon the filing of the applicable documentation, have a security interest in the Collateral of the type and priority described in each Security Document. (d) [Reserved.] (e) The Collateral Agent shall Borrower shall, substantially simultaneously with the occurrence of the Effective Date (and in any event no later than the close of business on the Effective Date), repay or prepay all of the accrued obligations under the Existing Credit Agreement and each of the Lenders that is a party to the Existing Credit Agreement hereby waives any claim it may have received, under Section 8.04(f) of the Existing Credit Agreement in form and substance satisfactory to it, duly executed Blocked Account Agreements or similar agreements required by this Agreementrespect of such payments made on the Effective Date. (f) The Lenders shall have received the financial statements and report referred to in Section 8.6. (g) On the Closing Date, after giving effect to any Revolving Loans (including such Revolving Loans made to finance the fees, costs, and expenses then payable under this Agreement) on such date and the application of the proceeds therefrom, and issuing any Letters of Credit on such date, the Borrowers shall have remaining Availability in an amount not less than $80,000,000. (h) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct in all material respects on the Closing Date (or with respect to any representation or warranty (1) qualified as to materiality, true and correct in all respects or (2) made with respect to another date, true and correct as of such other date). (i) No Default or Event of Default shall exist on the Closing Date, or would exist after giving effect to any Revolving Loans to be made on such date and the application of the proceeds therefrom, and the Letters of Credit to be issued on such date. (j) The Borrowers shall have paid all fees and expenses of the Agents and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby in each case to the extent invoiced. (k) The Agents and the Lenders shall have received the results of borrowing base audits and asset appraisals conducted by the Collateral Agent of the Borrowers’ respective assets in order to validate the Borrowing Base. (l) All consents or approvals required pursuant to Section 8.27 shall have been duly obtained and there shall be no pending litigation, governmental, administrative or judicial action that would reasonably be expected to restrain, prevent or impose burdensome conditions on the transactions contemplated hereby. (m) The Lenders Each Lender shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. The acceptance by the Borrowers of any Revolving Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrowers that all of the conditions precedent Patriot Act to the making of such Revolving Loans or the issuance of such Letters of Credit have been satisfied (other than such conditions that are subject to the satisfaction of the Lenders or Agents), with the same effect as delivery to the Agents and the Lenders of a certificate signed extent requested by a Responsible Officer of the Borrowers, dated the Closing Date, to such effect. Without limiting the generality of the provisions of the last paragraph of Section 14.3, for purposes of determining compliance with the conditions specified in this Section 10.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender at least five Business Days prior to the proposed Closing Date specifying its objection theretoEffective Date.

Conditions Precedent to Effectiveness of Amendment and Restatement. The effectiveness of the amendment This Agreement shall be effective, and restatement of the Existing Loan Credit Agreement by this Agreement is subject to shall be amended and restated as herein provided, upon the following conditions precedent having been being satisfied: (a) The Agents shall have received all fees and expenses previously agreed to in writing between the Borrower and each of the following documentsCo- Lead Arrangers (or any one of them), all of which the Agent and the Lenders shall be reasonably satisfactory in form and substance paid by the Borrower to the Agents and Co-Lead Arrangers (or any one of them), the Agent or the Lenders: (i) certified copies of the certificate of incorporation, certificate of limited partnership, or comparable organizational document of each of Holdings and the Borrowers, with all amendments, if any, certified by the appropriate Governmental Authority, and the bylaws, regulations, operating agreement, or similar governing document of Holdings and each Borrower, in each case certified by the corporate secretary, general partner, or comparable authorized representative of Holdings or such Borrower, as being true and correct and in effect on the Closing Dateapplicable; (iib) certificates of incumbency and specimen signatures with respect to each Person authorized to execute and deliver this Agreement and the other Loan Documents on behalf of Holdings and each Borrower and each other Person corporate Subsidiary which is executing any document, certificate, or instrument to be and delivering Documents shall have delivered in connection with this Agreement and the other Loan Documents and, in the case of each Borrower, to request Borrowings and the issuance of Letters of Credit; (iii) a certificate evidencing the existence of and good standing of each Loan Party in the jurisdiction of its organization; (iv) a certificate from a financial officer of Metals USA or from an independent investment bank or valuation firm acceptable to the Administrative Agent in form and substance reasonably satisfactory to Agents, certifying that Holdings and its Subsidiaries, on a consolidated basis are Solvent; (v) certified copies of all action taken by each Loan Party to authorize the execution, delivery, and performance of this Agreement, the other Loan Documents, and the Borrowings and the issuance of Letters of Credit; (vi) a current certificate of each Borrower signed by a Responsible Officer: (A) stating that all of the representations and warranties made status, compliance or deemed to be made under this Agreement are true and correct in all material respects as of the Closing Date (or with respect to any representation or warranty (1) qualified as to materiality, true and correct in all respects and (2) made with respect to another date, true and correct as of such other date), after giving effect to any Revolving Loans to be made at such time and the application of the proceeds thereof and the issuance of any Letter(s) of Credit at such time, (B) stating that no Default or Event of Default exists as of the Closing Date, after giving effect to any Revolving Loans to be made at such time and the application of the proceeds thereof and the issuance of any Letter(s) of Credit at such time, and (C) specifying the account of the Borrowers to which the Administrative Agent is authorized to transfer the proceeds of the Revolving Loans, as required by Section 2.2(c); (vii) with respect to any Letter of Credit to be issued on the Closing Date, all documentation required by Section 2.3, duly executed; (viii) a Borrowing Base Certificate effective as of the Business Day preceding the Closing Date; (ix) to the extent requested by the Agents and to the extent Holdings or the Borrowers are able, using commercially reasonable efforts, to obtain such agreements and waivers, a landlord’s or mortgagee’s waiver and consent agreement, in form and substance reasonably acceptable to the Collateral Agent, duly executed on behalf of each landlord or mortgageegood standing, as the case may be, in respect of Real Estate on its jurisdiction of formation and certified copies of its constating documents, by-laws and the resolutions authorizing the Documents to which any Collateral it is located (provided, that Holdings a party to be executed in connection herewith and the transactions thereunder and an Officer’s Certificate as to the incumbency of the officers of the Borrower or the Borrowers Subsidiary, as the case may defer delivery of any such agreements for be, signing the Documents to which it is a period not to exceed ninety (90) days from the Closing Date; provided, further, that thereafter the Agents may exercise Reasonable Credit Judgment to establish a Reserve with respect to any Collateral located on any Real Estate for which the Collateral Agent has not received an acceptable waiver and consent agreement in an amount not to exceed the amount permitted under clause (b) or (i) of the definition of Eligible Inventory)party; (xc) signed opinions of counsel for Holdings each Subsidiary which is not a corporation and the Borrowers addressed which is executing and delivering Documents shall have delivered, or caused to be delivered, to the Agents and the Lenders and dated the Closing Date, opining Agent certificates as to such the matters set forth in connection with this Agreement and the other Loan Documents as the Agents may reasonably request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agents and their respective counsel; (xiSection 3.2(b) the Agents shall have received evidence, in form, scope and substance reasonably satisfactory to the Agents, of all insurance coverage as required by this Agreement; and (xii) such other documents and instruments as the Agents or any Lender (through the Administrative Agent) may reasonably request. (b) The Collateral Agent shall have received a Perfection Certificate with respect to Holdings and the Borrowers dated the Closing Date and duly executed by a Responsible Officer of Metals USA, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (general partner thereof or other jurisdictions) of formation of such Personsseparate legal person executing and delivering the Documents on its behalf, and, in each case as indicated on such Perfection Certificateaddition, together with shall have delivered to the Agent certified copies of the financing statements (partnership agreement, declaration of trust or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to other agreements or instruments creating or governing the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 9.18 or have been or will be contemporaneously released or terminated. (c) Each of (i) this Agreement, (ii) a Copyright, Patent and Trademark Agreement with respect to each Loan Party that owns Proprietary Rights and (iii) each Guaranty Agreement, shall have been duly executed by each party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall, upon the filing of the applicable documentation, have a security interest in the Collateral of the type and priority described in each Security Document.same; (d) [Reserved.] (e) The Collateral Agent the Borrower and each of the Material Subsidiaries which has previously executed and delivered Security shall have receivedexecuted and delivered to the Agent a confirmation respecting the Security previously executed and delivered by it or its predecessors, such confirmation to be in form and substance satisfactory to itthe Agent, duly executed Blocked Account Agreements or similar agreements required by this Agreement.acting reasonably; (e) the Agent and the Lenders shall have received legal opinions from legal counsel to the Borrower and its Subsidiaries which shall be in form and substance satisfactory to the Agent and Lenders’ Counsel, each acting reasonably; (f) The Lenders no Default or Event of Default shall have received the financial statements occurred and report referred to in Section 8.6. (g) On the Closing Date, after giving effect to any Revolving Loans (including such Revolving Loans made to finance the fees, costs, be continuing and expenses then payable under this Agreement) on such date and the application each of the proceeds therefrom, and issuing any Letters of Credit on such date, the Borrowers shall have remaining Availability in an amount not less than $80,000,000. (h) All representations and warranties made hereunder and set forth in the other Loan Documents Section 8.1 shall be true and correct in all material respects on the Closing Date (or with respect to any representation or warranty (1) qualified as to materiality, true and correct in all respects or (2) made with respect to another date, true and correct as of such other date). (i) No Default or Event of Default shall exist on the Closing Date, or would exist after giving effect to any Revolving Loans to be made on such date and the application of the proceeds therefromrespects, and the Letters of Credit to be issued on such date. (j) The Borrowers Borrower shall have paid all fees and expenses of the Agents and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby in each case delivered to the extent invoiced. (k) The Agents Agent and the Lenders shall have received an Officer’s Certificate certifying the results of borrowing base audits and asset appraisals conducted by the Collateral Agent of the Borrowers’ respective assets in order to validate the Borrowing Base. (l) All consents or approvals required pursuant to Section 8.27 shall have been duly obtained and there shall be no pending litigation, governmental, administrative or judicial action that would reasonably be expected to restrain, prevent or impose burdensome conditions on the transactions contemplated hereby. (m) The Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. The acceptance by the Borrowers of any Revolving Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrowers that all of the conditions precedent same to the making of such Revolving Loans or the issuance of such Letters of Credit have been satisfied (other than such conditions that are subject to the satisfaction of the Lenders or Agents), with the same effect as delivery to the Agents Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrowers, dated the Closing Date, to such effect. Without limiting the generality of the provisions of the last paragraph of Section 14.3, for purposes of determining compliance with the conditions specified in this Section 10.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.Lenders;

Conditions Precedent to Effectiveness of Amendment and Restatement. The effectiveness of the this amendment and restatement of the Existing Loan Original Credit Agreement by this Agreement on the terms set forth herein is subject to the following conditions precedent having been satisfiedthat on the date hereof: (a) The Agents Each of the Administrative Agent, the XX Xxxxx and the Banks shall have received payment of all fees then due and payable to the Administrative Agent, each LC Bank and the Banks, respectively, subject to the Parent receiving, to its satisfaction, an invoice of such amounts prior to the following documents, all date hereof. (b) The representations and warranties of which each Borrower contained in Section 4.01 shall be reasonably satisfactory true and correct. (c) The Administrative Agent shall have received the following, each dated the date hereof, in form and substance satisfactory to the Agents Administrative Agent and (except for the Lenderspromissory notes referred to in (i) below) in sufficient copies for each Bank: (i) certified copies of the certificate of incorporation, certificate of limited partnership, or comparable organizational document Promissory notes of each Borrower payable to the order of Holdings and each Bank requesting such a note in a form acceptable to the Borrowers, with all amendments, if any, certified by the appropriate Governmental Authority, and the bylaws, regulations, operating agreement, or similar governing document of Holdings and each Borrower, in each case certified by the corporate secretary, general partner, or comparable authorized representative of Holdings or such Borrower, as being true and correct and in effect on the Closing Date;Administrative Agent. (ii) certificates Certified copies of incumbency and specimen signatures with respect to the resolutions of the Board of Directors of each Person authorized to execute and deliver Borrower approving this Agreement and the other Loan Documents on behalf to which such Borrower is a party, and of Holdings all documents evidencing other necessary corporate action and each Borrower and each other Person executing any documentgovernmental approvals, certificateif any, or instrument with respect to be delivered in connection with this Agreement and the such other Loan Documents andDocuments, in together with certified copies of the case certificate of incorporation and bylaws (or equivalent documents) of each Borrower, to request Borrowings and a certificate from the issuance secretary of Letters state of Credit;organization of each Borrower (or other appropriate authority of such jurisdiction) evidencing the legal existence of such Borrower. (iii) a A certificate evidencing of the existence of and good standing Secretary or an Assistant Secretary of each Loan Party in Borrower certifying the jurisdiction names and true signatures of its organization; (iv) a certificate from a financial officer the officers of Metals USA or from an independent investment bank or valuation firm acceptable such Borrower authorized to the Administrative Agent in form and substance reasonably satisfactory to Agents, certifying that Holdings and its Subsidiaries, on a consolidated basis are Solvent; (v) certified copies of all action taken by each Loan Party to authorize the execution, delivery, and performance of sign this Agreement, the other Loan Documents, Documents to which such Borrower is a party and the Borrowings other documents to be delivered hereunder and attesting to the issuance of Letters of Credit; (vi) a certificate of each Borrower signed by a Responsible Officer: (A) stating that all accuracy of the representations and warranties made of such Borrower set forth in Section 4.01. (A) A favorable opinion of Xxxxxx and Xxxx LLP, counsel for the Borrowers, substantially in the form of Exhibit D-1 hereto and as to such other matters as any Bank or deemed to be made under this Agreement are true LC Bank through the Administrative Agent may reasonably request and correct (B) a favorable opinion of Xxxxx Xxxxxxx LLP, counsel for Berkshire Gas, substantially in all material respects as the form of the Closing Date (or Exhibit D-2 hereto with respect to any representation or warranty (1) qualified certain regulatory matters under the laws of the Commonwealth of Massachusetts and as to materiality, true and correct in all respects and (2) made with respect to another date, true and correct as of such other date), after giving effect to matters as any Revolving Loans to be made at such time and the application of the proceeds thereof and the issuance of any Letter(s) of Credit at such time, (B) stating that no Default Bank or Event of Default exists as of the Closing Date, after giving effect to any Revolving Loans to be made at such time and the application of the proceeds thereof and the issuance of any Letter(s) of Credit at such time, and (C) specifying the account of the Borrowers to which LC Bank through the Administrative Agent is authorized to transfer the proceeds of the Revolving Loans, as required by Section 2.2(c); (vii) with respect to any Letter of Credit to be issued on the Closing Date, all documentation required by Section 2.3, duly executed; (viii) a Borrowing Base Certificate effective as of the Business Day preceding the Closing Date; (ix) to the extent requested by the Agents and to the extent Holdings or the Borrowers are able, using commercially reasonable efforts, to obtain such agreements and waivers, a landlord’s or mortgagee’s waiver and consent agreement, in form and substance reasonably acceptable to the Collateral Agent, duly executed on behalf of each landlord or mortgagee, as the case may be, of Real Estate on which any Collateral is located (provided, that Holdings or the Borrowers may defer delivery of any such agreements for a period not to exceed ninety (90) days from the Closing Date; provided, further, that thereafter the Agents may exercise Reasonable Credit Judgment to establish a Reserve with respect to any Collateral located on any Real Estate for which the Collateral Agent has not received an acceptable waiver and consent agreement in an amount not to exceed the amount permitted under clause (b) or (i) of the definition of Eligible Inventory); (x) signed opinions of counsel for Holdings and the Borrowers addressed to the Agents and the Lenders and dated the Closing Date, opining as to such matters in connection with this Agreement and the other Loan Documents as the Agents may reasonably request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agents and their respective counsel; (xi) the Agents shall have received evidence, in form, scope and substance reasonably satisfactory to the Agents, of all insurance coverage as required by this Agreement; and (xii) such other documents and instruments as the Agents or any Lender (through the Administrative Agent) may reasonably request. (bv) The Collateral Agent shall have received a Perfection Certificate with respect to Holdings and A favorable opinion of King & Spalding LLP, counsel for the Borrowers dated the Closing Date and duly executed by a Responsible Officer of Metals USAAdministrative Agent, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties substantially in the states (or other jurisdictions) form of formation of such Persons, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 9.18 or have been or will be contemporaneously released or terminatedExhibit E hereto. (cvi) Each of (i) this Agreement, (ii) a Copyright, Patent and Trademark Agreement with respect to each Loan Party that owns Proprietary Rights and (iii) each Guaranty Agreement, shall have been duly executed by each party thereto and Such information as shall be in full force sufficient for the Administrative Agent and effect on each Bank to verify the Closing Dateidentity of each Borrower for purposes of complying with the USA Patriot Act (Title III of Pub. The Collateral Agent on behalf of the Secured Parties shallL. 107-56 (signed into law October 26, upon the filing of the applicable documentation2001), have a security interest in the Collateral of the type and priority described in each Security Documentas contemplated by Section 8.10 hereof. (dvii) [Reserved.] (e) The Collateral Agent shall have received, in form and substance satisfactory to it, duly executed Blocked Account Agreements or similar agreements required by this Agreement. (f) The Lenders shall have received the financial statements and report referred to in Section 8.6. (g) On the Closing Date, after giving effect to any Revolving Loans (including such Revolving Loans made to finance the fees, costs, and expenses then payable under this Agreement) on such date and the application of the proceeds therefrom, and issuing any Letters of Credit on such date, the Borrowers shall have remaining Availability in an amount not less than $80,000,000. (h) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct in all material respects on the Closing Date (or with respect to any representation or warranty (1) qualified as to materiality, true and correct in all respects or (2) made with respect to another date, true and correct as of such other date). (i) No Default or Event of Default shall exist on the Closing Date, or would exist after giving effect to any Revolving Loans to be made on such date and the application of the proceeds therefrom, and the Letters of Credit to be issued on such date. (j) The Borrowers shall have paid all fees and expenses of the Agents and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby in each case to the extent invoiced. (k) The Agents and the Lenders shall have received the results of borrowing base audits and asset appraisals conducted by the Collateral Agent of the Borrowers’ respective assets in order to validate the Borrowing Base. (l) All consents or approvals required pursuant to Section 8.27 shall have been duly obtained and there shall be no pending litigation, governmental, administrative or judicial action that would reasonably be expected to restrain, prevent or impose burdensome conditions on the transactions contemplated hereby. (m) The Lenders shall have received all documentation and Such other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. The acceptance by the Borrowers of any Revolving Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrowers that all of the conditions precedent to the making of such Revolving Loans or the issuance of such Letters of Credit have been satisfied (other than such conditions that are subject to the satisfaction of the Lenders or Agents), with the same effect documentation as delivery to the Agents and the Lenders of a certificate signed by a Responsible Officer of the Borrowers, dated the Closing Date, to such effect. Without limiting the generality of the provisions of the last paragraph of Section 14.3, for purposes of determining compliance with the conditions specified in this Section 10.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoreasonably requests for any Borrower.

Conditions Precedent to Effectiveness of Amendment and Restatement. The effectiveness of the amendment and restatement of the Existing Loan Credit Agreement by this Agreement is subject to shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent having have been satisfied: (a) The Agents Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (b) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent). (c) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the following documentsBorrower, all of which shall be reasonably satisfactory in form and substance to dated the Agents and the LendersEffective Date, stating that: (i) certified The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (d) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent: (i) Counterparts of this Agreement, duly executed and delivered by each of the Lenders, the Borrower and the Agent (or in the case of any such party as to which an executed counterpart shall not have been received, the Agent shall have received, in form reasonably satisfactory to it, telecopy, email or other written confirmation from such party of its execution of a counterpart of this Agreement). (ii) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16 at least five Business Days prior to the Effective Date. (iii) Certified copies of the certificate resolutions of incorporation, certificate the Board of limited partnership, or comparable organizational document Directors of each of Holdings the Borrower approving this Agreement and the Borrowersother Loan Documents, with and of all amendmentsdocuments evidencing other necessary corporate action and governmental approvals, if any, certified by the appropriate Governmental Authority, and the bylaws, regulations, operating agreement, or similar governing document of Holdings and each Borrower, in each case certified by the corporate secretary, general partner, or comparable authorized representative of Holdings or such Borrower, as being true and correct and in effect on the Closing Date; (ii) certificates of incumbency and specimen signatures with respect to each Person this Agreement and the other Loan Documents. (iv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to execute and deliver sign this Agreement and the other Loan Documents on behalf of Holdings and each Borrower and each the other Person executing any document, certificate, or instrument documents to be delivered in connection with this Agreement and the other Loan Documents and, in the case of each Borrower, to request Borrowings and the issuance of Letters of Credit; (iii) a certificate evidencing the existence of and good standing of each Loan Party in the jurisdiction of its organization; (iv) a certificate from a financial officer of Metals USA or from an independent investment bank or valuation firm acceptable to the Administrative Agent in form and substance reasonably satisfactory to Agents, certifying that Holdings and its Subsidiaries, on a consolidated basis are Solvent;hereunder. (v) certified copies A favorable opinion of all action taken by each Loan Party to authorize the executionTxxxxxxx Pxxxxx Xxxxxxxx Sxxxxxx LLP, delivery, and performance of this Agreement, the other Loan Documents, and the Borrowings and the issuance of Letters of Credit; (vi) a certificate of each Borrower signed by a Responsible Officer: (A) stating that all of the representations and warranties made or deemed to be made under this Agreement are true and correct in all material respects as of the Closing Date (or with respect to any representation or warranty (1) qualified as to materiality, true and correct in all respects and (2) made with respect to another date, true and correct as of such other date), after giving effect to any Revolving Loans to be made at such time and the application of the proceeds thereof and the issuance of any Letter(s) of Credit at such time, (B) stating that no Default or Event of Default exists as of the Closing Date, after giving effect to any Revolving Loans to be made at such time and the application of the proceeds thereof and the issuance of any Letter(s) of Credit at such time, and (C) specifying the account of the Borrowers to which the Administrative Agent is authorized to transfer the proceeds of the Revolving Loans, as required by Section 2.2(c); (vii) with respect to any Letter of Credit to be issued on the Closing Date, all documentation required by Section 2.3, duly executed; (viii) a Borrowing Base Certificate effective as of the Business Day preceding the Closing Date; (ix) to the extent requested by the Agents and to the extent Holdings or the Borrowers are able, using commercially reasonable efforts, to obtain such agreements and waivers, a landlord’s or mortgagee’s waiver and consent agreement, in form and substance reasonably acceptable to the Collateral Agent, duly executed on behalf of each landlord or mortgagee, as the case may be, of Real Estate on which any Collateral is located (provided, that Holdings or the Borrowers may defer delivery of any such agreements for a period not to exceed ninety (90) days from the Closing Date; provided, further, that thereafter the Agents may exercise Reasonable Credit Judgment to establish a Reserve with respect to any Collateral located on any Real Estate for which the Collateral Agent has not received an acceptable waiver and consent agreement in an amount not to exceed the amount permitted under clause (b) or (i) of the definition of Eligible Inventory); (x) signed opinions of counsel for Holdings and the Borrowers addressed to the Agents and the Lenders and dated the Closing Date, opining as to such matters in connection with this Agreement and the other Loan Documents as the Agents may reasonably request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agents and their respective counsel; (xi) the Agents shall have received evidence, in form, scope and substance reasonably satisfactory to the Agents, of all insurance coverage as required by this Agreement; and (xii) such other documents and instruments as the Agents or any Lender (through the Administrative Agent) may reasonably requestBorrower. (b) The Collateral Agent shall have received a Perfection Certificate with respect to Holdings and the Borrowers dated the Closing Date and duly executed by a Responsible Officer of Metals USA, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 9.18 or have been or will be contemporaneously released or terminated. (c) Each of (i) this Agreement, (ii) a Copyright, Patent and Trademark Agreement with respect to each Loan Party that owns Proprietary Rights and (iii) each Guaranty Agreement, shall have been duly executed by each party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall, upon the filing of the applicable documentation, have a security interest in the Collateral of the type and priority described in each Security Document. (d) [Reserved.] (e) The Collateral Agent shall Borrower shall, substantially simultaneously with the occurrence of the Effective Date (and in any event no later than the close of business on the Effective Date), pay all of the accrued fees, expenses and other accrued amounts (other than principal) under the Existing Credit Agreement and each of the Lenders that is a party to the Existing Credit Agreement hereby waives any claim it may have received, under Section 8.04(f) of the Existing Credit Agreement in form and substance satisfactory to it, duly executed Blocked Account Agreements or similar agreements required by this Agreementrespect of such payments made on the Effective Date. (f) The Lenders shall have received the financial statements and report referred to in Section 8.6. (g) On the Closing Date, after giving effect to any Revolving Loans (including such Revolving Loans made to finance the fees, costs, and expenses then payable under this Agreement) on such date and the application of the proceeds therefrom, and issuing any Letters of Credit on such date, the Borrowers shall have remaining Availability in an amount not less than $80,000,000. (h) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct in all material respects on the Closing Date (or with respect to any representation or warranty (1) qualified as to materiality, true and correct in all respects or (2) made with respect to another date, true and correct as of such other date). (i) No Default or Event of Default shall exist on the Closing Date, or would exist after giving effect to any Revolving Loans to be made on such date and the application of the proceeds therefrom, and the Letters of Credit to be issued on such date. (j) The Borrowers shall have paid all fees and expenses of the Agents and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby in each case to the extent invoiced. (k) The Agents and the Lenders shall have received the results of borrowing base audits and asset appraisals conducted by the Collateral Agent of the Borrowers’ respective assets in order to validate the Borrowing Base. (l) All consents or approvals required pursuant to Section 8.27 shall have been duly obtained and there shall be no pending litigation, governmental, administrative or judicial action that would reasonably be expected to restrain, prevent or impose burdensome conditions on the transactions contemplated hereby. (m) The Lenders Each Lender shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. The acceptance by Patriot Act and, if the Borrowers of any Revolving Loans made or Letters of Credit issued on Borrower qualifies as a “legal entity customer” under the Closing Date shall be deemed to be Beneficial Ownership Regulation, a representation and warranty made by the Borrowers that all of the conditions precedent Beneficial Ownership Certification, in each case to the making of such Revolving Loans or the issuance of such Letters of Credit have been satisfied (other than such conditions that are subject to the satisfaction of the Lenders or Agents), with the same effect as delivery to the Agents and the Lenders of a certificate signed extent requested by a Responsible Officer of the Borrowers, dated the Closing Date, to such effect. Without limiting the generality of the provisions of the last paragraph of Section 14.3, for purposes of determining compliance with the conditions specified in this Section 10.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender at least five Business Days prior to the proposed Closing Date specifying its objection theretoEffective Date.