0001040736-01-500004 Sample Contracts

AMENDMENT NO. 1 TO STOCK REPURCHASE AGREEMENT April 28, 2000
Stock Repurchase Agreement • March 5th, 2001 • Mmi Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware

This AMENDMENT NO. 1 TO STOCK REPURCHASE AGREEMENT (this "Amendment") is made as of January 1, 2001, between Merchants Metals Holding Company, a Delaware corporation (the "Company"), and Julius S. Burns (the "Stockholder").

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FORM OF NINTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 5th, 2001 • Mmi Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas

THIS NINTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment") is dated _________ 2001, effective March 1, 2001, and entered into by and among MMI PRODUCTS, INC., a Delaware corporation (" Borrower"), FLEET CAPITAL CORPORATION, a Rhode Island corporation, successor by merger to Fleet Capital Corporation, a Connecticut corporation, formerly known as Shawmut Capital Corporation, a Connecticut corporation, successor in interest by assignment to Barclays Business Credit, Inc., a Connecticut corporation ("Fleet"), and TRANSAMERICA BUSINESS CREDIT CORPORATION, a Delaware corporation ("Transamerica" and, collectively with Fleet, "Lenders") and Fleet, as collateral agent for Lenders ("Collateral Agent").

STOCK REPURCHASE AGREEMENT
Stock Repurchase Agreement • March 5th, 2001 • Mmi Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware

This Stock Repurchase Agreement (the "Agreement") is made and entered into as of the 28th day of April, 2000, by and between Merchants Metals Holding Company, a Delaware corporation (the "Company"), and the person named on the signature page hereto (the "Stockholder").

EMPLOYMENT AGREEMENT
Employment Agreement • March 5th, 2001 • Mmi Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas

This Employment Agreement (the "Agreement") is made and entered into as of January 1, 2001, by and among MMI Products, Inc., a Delaware corporation (the "Company"), MMI Management Services LP, a Delaware limited partnership and Julius S. Burns, residing at 8506 Tranquil Park, Spring, Texas, 77379 (the "Employee").

EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 5th, 2001 • Mmi Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas

THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into as of August 31, 2000, by and among MMI PRODUCTS, INC., a Delaware corporation ("Borrower"), FLEET CAPITAL CORPORATION, a Rhode Island corporation, successor by merger to Fleet Capital Corporation, a Connecticut corporation, formerly known as Shawmut Capital Corporation, a Connecticut corporation, successor in interest by assignment to Barclays Business Credit, Inc., a Connecticut corporation ("Fleet"), and TRANSAMERICA BUSINESS CREDIT CORPORATION, a Delaware corporation ("Transamerica" and, collectively with Fleet, "Lenders") and Fleet, as collateral agent for Lenders ("Collateral Agent").

EMPLOYMENT AGREEMENT
Employment Agreement • March 5th, 2001 • Mmi Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas

EMPLOYMENT AGREEMENT, dated as of October 13, 2000 and made effective as of October 16, 2000, by and among MMI Products, Inc., a Delaware corporation (the "Company"), MMI Management Services LP, a Delaware limited liability partnership, and Ronald R. Ross residing at 816 Hills Creek Drive, McKinney, Texas 75077 (the "Executive").

SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 5th, 2001 • Mmi Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas

THIS SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT ("this Amendment") is entered into on the 12th day of November, 1999, to be effective upon satisfaction of the conditions set forth herein, by and among MMI PRODUCTS, INC., a Delaware corporation ("MMI"), SECURITY FENCE SUPPLY CO., INC., a Maryland corporation ("Security") (MMI and Security are hereinafter collectively referred to as "Borrower"), FLEET CAPITAL CORPORATION, a Rhode Island corporation, successor by merger to Fleet Capital Corporation, a Connecticut corporation, formerly known as Shawmut Capital Corporation, a Connecticut corporation, successor in interest by assignment to Barclays Business Credit, Inc., a Connecticut corporation ("Fleet"), and TRANSAMERICA BUSINESS CREDIT CORPORATION, a Delaware corporation ("Transamerica") (Fleet and Transamerica are hereinafter collectively referred to as "Lenders" and each as a "Lender"), and Fleet, as collateral agent for Lenders ("Collateral Agent").

FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 5th, 2001 • Mmi Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT ("this Amendment") is entered into on the 14th day of April, 1998, to be effective April 1, 1998 (the "Effective Date"), by and among MMI PRODUCTS, INC., a Delaware corporation ("Borrower"), FLEET CAPITAL CORPORATION, a Rhode Island corporation, successor by merger to Fleet Capital Corporation, a Connecticut corporation, formerly known as Shawmut Capital Corporation, a Connecticut corporation, successor in interest by assignment to Barclays Business Credit, Inc., a Connecticut corporation ("Fleet"), and TRANSAMERICA BUSINESS CREDIT CORPORATION, a Delaware corporation ("Transamerica") (Fleet and Transamerica are collectively referred to as "Lenders" and each as a "Lender"), and Fleet, as collateral agent for Lenders ("Collateral Agent").

STOCK REPURCHASE AGREEMENT Julius S. Burns
Stock Repurchase Agreement • March 5th, 2001 • Mmi Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware

This Stock Repurchase Agreement (the "Agreement") is made and entered into as of the 28th day of April, 2000, by and between Merchants Metals Holding Company, a Delaware corporation (the "Company"), and the person named on the signature page hereto (the "Stockholder").

FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 5th, 2001 • Mmi Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT ("this Amendment") is entered into on the 6th day of October, 1998, to be effective upon satisfaction of the conditions set forth herein, by and among MMI PRODUCTS, INC., a Delaware corporation ("MMI"), SECURITY FENCE SUPPLY CO., INC., a Maryland corporation ("Security") (MMI and Security are hereinafter collectively referred to as "Borrower"), FLEET CAPITAL CORPORATION, a Rhode Island corporation, successor by merger to Fleet Capital Corporation, a Connecticut corporation, formerly known as Shawmut Capital Corporation, a Connecticut corporation, successor in interest by assignment to Barclays Business Credit, Inc., a Connecticut corporation ("Fleet"), and TRANSAMERICA BUSINESS CREDIT CORPORATION, a Delaware corporation ("Transamerica") (Fleet and Transamerica are hereinafter collectively referred to as "Lenders" and each as a "Lender"), and Fleet, as collateral agent for Lenders ("Collateral Agent").

THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 5th, 2001 • Mmi Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas

THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT ("this Amendment") is entered into on the 18th day of February, 1998, to be effective upon satisfaction of the conditions set forth herein, by and among MMI PRODUCTS, INC., a Delaware corporation ("Borrower"), FLEET CAPITAL CORPORATION, a Rhode Island corporation, successor by merger to Fleet Capital Corporation, a Connecticut corporation, formerly known as Shawmut Capital Corporation, a Connecticut corporation, successor in interest by assignment to Barclays Business Credit, Inc., a Connecticut corporation ("Fleet"), and TRANSAMERICA BUSINESS CREDIT CORPORATION, a Delaware corporation ("Transamerica") (Fleet and Transamerica are collectively referred to as "Lenders" and each as a "Lender"), and Fleet, as collateral agent for Lenders ("Collateral Agent").

STOCK PURCHASE AGREEMENT Among SECURITY FENCE SUPPLY CO., INC., HENRY F. LONG, JR. and HENRY F. LONG, III Dated as of October 6, 1998
Stock Purchase Agreement • March 5th, 2001 • Mmi Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Maryland

This Stock Purchase Agreement (this "Agreement" ) is entered into as of October 6, 1998, among MMI Products, Inc., a Delaware corporation ("Buyer"), Security Fence Supply Co., Inc., a Maryland corporation (the "Company"), and Henry F. Long, Jr. and Henry F. Long, III (each a "Seller" and, collectively, the "Sellers").

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