0000950129-06-003513 Sample Contracts

FLAG ACQUISITION CORPORATION (to be merged with and into Metals USA, Inc.), as Issuer the GUARANTORS named herein 111/8% SENIOR SECURED NOTES DUE 2015 INDENTURE Dated as of November 30, 2005
Supplemental Indenture • March 31st, 2006 • Metals USA Plates & Shapes Southcentral, Inc. • Wholesale-metals service centers & offices • New York

INDENTURE dated as of November 30, 2005 among Flag Acquisition Corporation, a Delaware corporation (“Flag Acquisition”), Flag Intermediate Holdings Corporation, a Delaware corporation, the Subsidiary Guarantors (as defined herein) and Wells Fargo Bank, N.A., as trustee, and the Notes Collateral Agent (as defined herein).

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Contract
Severance Agreement • March 31st, 2006 • Metals USA Plates & Shapes Southcentral, Inc. • Wholesale-metals service centers & offices • Delaware

SEVERANCE AGREEMENT (this “Agreement”) dated as of September 29, 2005, between FLAG ACQUISITION CORPORATION, a Delaware corporation, (the “Merger Sub”), and ROGER KROHN (“Krohn”).

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Contract
Management Agreement • March 31st, 2006 • Metals USA Plates & Shapes Southcentral, Inc. • Wholesale-metals service centers & offices • New York

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 (“Apollo”).

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Execution Copy SEVERANCE AGREEMENT (this “Agreement”) dated as of September 29, 2005, between FLAG ACQUISITION CORPORATION, a Delaware corporation, (the “Merger Sub”), and DAVID MARTENS (“Martens”).
Execution Copy • March 31st, 2006 • Metals USA Plates & Shapes Southcentral, Inc. • Wholesale-metals service centers & offices • Delaware

WHEREAS, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) made and entered into as of the 18th day of May, 2005, by and among Flag Holdings Corporation, a Delaware corporation (“Parent”), the Merger Sub, a wholly owned subsidiary of Parent, and Metals USA, Inc. (the “Company”), Parent will acquire all of the capital stock of the Company by merging (the “Merger”) Merger Sub with and into the Company (the “Transaction”);

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Contract
Execition Copy • March 31st, 2006 • Metals USA Plates & Shapes Southcentral, Inc. • Wholesale-metals service centers & offices • Delaware

AMENDED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of September 29, 2005, between FLAG ACQUISITION CORPORATION, a Delaware corporation, (the “Merger Sub”) and CELSO LOURENCO GONCALVES (“Goncalves”).

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 31st, 2006 • Metals USA Plates & Shapes Southcentral, Inc. • Wholesale-metals service centers & offices • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 31, 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”).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG FLAG HOLDINGS CORPORATION, FLAG ACQUISITION CORPORATION, a wholly owned subsidiary of Flag Holdings Corporation, and METALS USA, INC. May 18, 2005
Agreement and Plan of Merger • March 31st, 2006 • Metals USA Plates & Shapes Southcentral, Inc. • Wholesale-metals service centers & offices • Delaware

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of the 18th day of May, 2005, by and among Flag Holdings Corporation, a Delaware corporation (“Parent”), Flag Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Metals USA, Inc., a Delaware corporation (“MUSA”).

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EMPLOYMENT AGREEMENT (this “Agreement”) dated as of September 29, 2005, between FLAG ACQUISITION CORPORATION, a Delaware corporation, (the “Merger Sub”), and ROBERT C. MCPHERSON III (“McPherson”).
Employment Agreement • March 31st, 2006 • Metals USA Plates & Shapes Southcentral, Inc. • Wholesale-metals service centers & offices • Delaware

WHEREAS, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) made and entered into as of the 18th day of May, 2005, by and among Flag Holdings Corporation, a Delaware corporation (“Parent”), the Merger Sub, a wholly owned subsidiary of Parent, and Metals USA, Inc. (the “Company”), Parent will acquire all of the capital stock of the Company by merging (the “Merger”) Merger Sub with and into the Company (the “Transaction”);

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SEVERANCE AGREEMENT (this “Agreement”) dated as of September 29, 2005, between FLAG ACQUISITION CORPORATION, a Delaware corporation, (the “Merger Sub”), and JOE LONGO (“Longo”).
Execution Copy • March 31st, 2006 • Metals USA Plates & Shapes Southcentral, Inc. • Wholesale-metals service centers & offices • Delaware

WHEREAS, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) made and entered into as of the 18th day of May, 2005, by and among Flag Holdings Corporation, a Delaware corporation (“Parent”), the Merger Sub, a wholly owned subsidiary of Parent, and Metals USA, Inc. (the “Company”), Parent will acquire all of the capital stock of the Company by merging (the “Merger”) Merger Sub with and into the Company (the “Transaction”);

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Contract
Supplemental Indenture • March 31st, 2006 • Metals USA Plates & Shapes Southcentral, Inc. • Wholesale-metals service centers & offices • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 30, 2005, among Metals USA, Inc., a Delaware corporation (or its permitted successor) (“Metals”), each of the parties identified as an Additional Subsidiary Guarantor on the signature pages hereto (each, an “Additional Subsidiary Guarantor” and collectively, the “Additional Subsidiary Guarantors”), Wells Fargo Bank, N.A., as trustee (the “Trustee”) and Wells Fargo Bank, N.A., as notes collateral agent (the “Notes Collateral Agent”) under the Indenture.

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LOAN AND SECURITY AGREEMENT Dated as of November 30, 2005 among EACH OF THE FINANCIAL INSTITUTIONS PARTY HERETO, as the Lenders, CREDIT SUISSE, as the Administrative Agent, BANK OF AMERICA, N.A., as the Collateral Agent, FLAG INTERMEDIATE HOLDINGS...
Loan and Security Agreement • March 31st, 2006 • Metals USA Plates & Shapes Southcentral, Inc. • Wholesale-metals service centers & offices • New York

This Loan and Security Agreement, dated as of November 30, 2005, among the financial institutions listed on the signature pages hereof (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), Credit Suisse, with an office located at Eleven Madison Avenue, New York, NY 10010, as administrative agent for the Lenders (in its capacity as administrative agent, the “Administrative Agent”), Bank of America, N.A., with an office located at 9 West 57th Street, New York, NY 10019, as collateral agent for the Lenders (in its capacity as collateral agent, the “Collateral Agent”), Flag Intermediate Holdings Corporation, a Delaware corporation, Flag Acquisition Corporation, a Delaware corporation, to be merged with and into Metals USA, Inc., a Delaware corporation, and each Subsidiary of Metals USA, Inc. party hereto.

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METALS USA, INC. 111/8% Senior Secured Notes Due 2015 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 31st, 2006 • Metals USA Plates & Shapes Southcentral, Inc. • Wholesale-metals service centers & offices • New York

Flag Acquisition Corporation, a Delaware corporation (“Flag Acquisition”), proposes to issue and sell to Credit Suisse First Boston LLC and CIBC World Markets Corp. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated as of November 21, 2005 (the “Purchase Agreement”), $275,000,000 principal amount of its 111/8% Senior Secured Notes Due 2015 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”), on a senior secured basis by Flag Intermediate Holdings Corporation, a Delaware corporation (“Holdings”) and each of the subsidiaries of Metals USA, Inc., a Delaware corporation (“Metals USA”), set forth on Schedule B to the Purchase Agreement (the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”). The Initial Securities will be issued pursuant to an Indenture, dated as of the date hereof (the “Indenture”), among Flag Acquisition, the Guarantors, Wells Fargo Bank, N.A., as trustee (in such capacity, the “T

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Contract
Amended Employment Agreement • March 31st, 2006 • Metals USA Plates & Shapes Southcentral, Inc. • Wholesale-metals service centers & offices • Delaware

AMENDED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of September 29, 2005, between FLAG ACQUSITION CORPORATION, a Delaware corporation (the “Merger Sub”), and JOHN A. HAGEMAN (“Hageman”).

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