EXHIBIT 10.32 AMENDED AND RESTATED CREDIT AGREEMENT Originally Dated as of July 15, 1997 Amended and Restated as of February 11, 1998Credit Agreement • February 20th, 1998 • Metals Usa Inc • Wholesale-metals service centers & offices
amongLoan and Security Agreement • April 2nd, 2001 • Metals Usa Inc • Wholesale-metals service centers & offices • Texas
LOAN AGREEMENTLoan Agreement • August 14th, 2002 • Metals Usa Inc • Wholesale-metals service centers & offices • Texas
EXHIBIT 4.3 METALS USA, INC. 8 5/8% SENIOR SUBORDINATED NOTES DUE 2008 PURCHASE AGREEMENTMetals Usa Inc • February 20th, 1998 • Wholesale-metals service centers & offices • New York
July ___, 1997 To the Stockholders of the Companies Reference is made to those certain Agreements and Plans of Organization (the "Agreements"), each dated as of April 30, 1997, by and among the parties as reflected on Exhibit A attached hereto. Each...Metals Usa Inc • July 8th, 1997 • Wholesale-metals service centers & offices
UNDERWRITING AGREEMENTMetals Usa Inc • June 17th, 1997 • Wholesale-metals service centers & offices • Delaware
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement as of the October 31, 2002 (pursuant to the Plan of Reorganization of the Company (the "Plan"), as confirmed by order of the United States Bankruptcy Court for the Southern...Registration Rights Agreement • November 15th, 2002 • Metals Usa Inc • Wholesale-metals service centers & offices • New York
EXHIBIT 10.2 RECEIVABLES PURCHASE AGREEMENT Dated as of January 21, 1999Receivables Purchase Agreement • November 9th, 2000 • Metals Usa Inc • Wholesale-metals service centers & offices • Illinois
INTRODUCTIONIndemnity Agreement • September 12th, 1997 • Metals Usa Inc • Wholesale-metals service centers & offices • Delaware
EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT Dated as of October 31, 2002Loan and Security Agreement • November 15th, 2002 • Metals Usa Inc • Wholesale-metals service centers & offices • Texas
TABLE OF CONTENTS SECTION PAGECredit Agreement • November 14th, 1997 • Metals Usa Inc • Wholesale-metals service centers & offices
EXHIBIT 10.1 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 1, 2000Credit Agreement • November 9th, 2000 • Metals Usa Inc • Wholesale-metals service centers & offices
EXECUTION VERSION AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 19th, 2005 • Metals Usa Inc • Wholesale-metals service centers & offices • Delaware
EXHIBIT 10 AGREEMENT AND PLAN OF MERGER dated as of February 16, 1998Agreement and Plan of Merger • March 16th, 1998 • Metals Usa Inc • Wholesale-metals service centers & offices • Oregon
SUPPORT AGREEMENT ----------------- This SUPPORT AGREEMENT (this "Agreement"), is dated as of May 18, 2005, by and between Flag Holdings Corporation, a Delaware corporation ("Parent"), Citadel Equity Fund Ltd., a Cayman Islands company ("Citadel...Support Agreement • May 19th, 2005 • Metals Usa Inc • Wholesale-metals service centers & offices • Delaware
EXHIBIT 10.32 STOCK PURCHASE AGREEMENT dated as of September 26, 1997 by and among METALS USA, INC. MEIER METAL SERVICENTERS, INC.Stock Purchase Agreement • November 14th, 1997 • Metals Usa Inc • Wholesale-metals service centers & offices • Michigan
BETWEENWarrant Agreement • November 20th, 2002 • Metals Usa Inc • Wholesale-metals service centers & offices • New York
EXHIBIT 10.36 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") dated this day of September, 1997 (the "Effective Date"), by and between Meier Metal Servicenters, Inc., a Michigan corporation (the "Company") which is a...Executive Employment Agreement • November 14th, 1997 • Metals Usa Inc • Wholesale-metals service centers & offices
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT, made and entered into this 24th day of June, 1998, by and between METALS USA, INC., a corporation organized and existing under the laws of Delaware, having its principal place of business at...Stock Purchase Agreement • July 10th, 1998 • Metals Usa Inc • Wholesale-metals service centers & offices • New York
by and amongAgreement and Plan of Organization • May 7th, 1997 • Metals Usa Inc • Delaware
AMENDMENT NO. 1 DATED AS OF NOVEMBER 25, 1998 TO AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 11, 1998Credit Agreement • March 30th, 1999 • Metals Usa Inc • Wholesale-metals service centers & offices • New York
EXECUTION DRAFT DECEMBER 17, 1997 AGREEMENT AND PLAN OF MERGER dated as of December 17, 1997Agreement and Plan of Merger • February 20th, 1998 • Metals Usa Inc • Wholesale-metals service centers & offices • Wisconsin
AGREEMENTAgreement • November 14th, 1997 • Metals Usa Inc • Wholesale-metals service centers & offices • Alabama
TOCredit Agreement • August 14th, 2000 • Metals Usa Inc • Wholesale-metals service centers & offices
EXHIBIT 10.34 ASSET PURCHASE AGREEMENT dated as of September 26, 1997 by and among METALS USA, INC. FEDERAL BRONZE ALLOYS INC. (a subsidiary of Metals USA, Inc.) FEDERAL BRONZE PRODUCTS, INC.Asset Purchase Agreement • November 14th, 1997 • Metals Usa Inc • Wholesale-metals service centers & offices • Delaware
MANAGEMENT EMPLOYMENT AGREEMENTManagement Employment Agreement • July 8th, 1997 • Metals Usa Inc • Wholesale-metals service centers & offices
FOUNDERS' EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") dated this 26th day of September, 1997 (the "Effective Date"), by and between Jeffreys Steel Company, Inc., an Alabama corporation (the "Company") which is a wholly-owned...Founders' Employment Agreement • February 20th, 1998 • Metals Usa Inc • Wholesale-metals service centers & offices
RECITALSKey Employee Employment Agreement • November 14th, 1997 • Metals Usa Inc • Wholesale-metals service centers & offices
DECEMBER 17,1997 AGREEMENT AND PLAN OF MERGER dated as of December 17, 1997 by and among METALS USA, INC. IM ACQUISITION CORP. (a subsidiary of Metals USA, Inc.) INDEPENDENT METALS CO., INC.Agreement and Plan of Merger • January 13th, 1998 • Metals Usa Inc • Wholesale-metals service centers & offices • Wisconsin
EXHIBIT 10.21 RECEIVABLES PURCHASE AGREEMENT Dated as of January 21, 1999Receivables Purchase Agreement • March 30th, 1999 • Metals Usa Inc • Wholesale-metals service centers & offices • Illinois
Execution CopyEmployment Agreement • October 11th, 2005 • Metals Usa 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”).
200,000,000 8 5/8% SENIOR SUBORDINATED NOTES DUE 2008Registration Rights Agreement • February 20th, 1998 • Metals Usa Inc • Wholesale-metals service centers & offices • New York
Execution CopyEmployment Agreement • October 11th, 2005 • Metals Usa 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”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 28th, 2003 • Metals Usa Inc • Wholesale-metals service centers & offices • Texas
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of and effective as of October 31, 2002, (the “Effective Date”), by and among BANK OF AMERICA, NATIONAL ASSOCIATION, as administrative agent (“Administrative Agent”) for the other lenders identified on the signature pages hereof (the “Lenders”), and METALS USA, INC. and each of its subsidiaries (the “Subsidiaries”) which are parties hereto (collectively, the “Borrowers”).
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of May 18, 2005, between FLAG ACQUISITION CORPORATION, a Delaware corporation, (the “Merger Sub”), and TERRY L. FREEMAN (“Freeman”).Employment Agreement • June 14th, 2005 • Metals Usa 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”);
