SUPPLEMENTAL INDENTURESupplemental Indenture • May 26th, 2006 • Metals USA Specialty Metals Northcentral, Inc. • Wholesale-metals service centers & offices • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 30, 2006 is among MUSA Newark, LLC (the “Additional Subsidiary Guarantor”), a Delaware limited liability company and an indirect subsidiary of Metals USA, Inc. (or its permitted successor)(the “Company”), the Company, Flag Intermediate Holdings Corporation, a Delaware corporation (“Holdings”), Wells Fargo Bank, N.A., as trustee under the Indenture (the “Trustee”) and Wells Fargo Bank, N.A., as notes collateral agent under the Indenture (the “Notes Collateral Agent”).
MANAGEMENT AGREEMENT, dated as of November 30, 2005, between METALS USA, INC., a Delaware corporation (the “Company”), Flag Holdings Corporation, a Delaware corporation (“Flag Holdings”), and APOLLO MANAGEMENT V, L.P., a Delaware limited partnership...Management Agreement • May 26th, 2006 • Metals USA Specialty Metals Northcentral, Inc. • Wholesale-metals service centers & offices • New York
Each of Flag Holdings and the Company desires to avail itself of Apollo’s expertise and consequently has requested that Apollo make such expertise available from time to time in rendering certain management consulting and advisory services related to the business and affairs of the Company and its subsidiaries and affiliates and the review and analysis of certain financial and other transactions. Apollo, Flag Holdings and the Company agree that it is in their respective best interests to enter into this Agreement whereby, for the consideration specified herein, Apollo shall provide such services as independent consultant to the Company.
ContractTransaction Fee Agreement • May 26th, 2006 • Metals USA Specialty Metals Northcentral, Inc. • Wholesale-metals service centers & offices • New York
TRANSACTION FEE AGREEMENT, dated as of November 30, 2005, between METALS USA, INC., a Delaware corporation (the “Company”), and APOLLO MANAGEMENT V, L.P., a Delaware limited partnership (“Apollo”).
