METALS USA HOLDINGS CORP. Common Stock [Form of Underwriting Agreement]Underwriting Agreement • March 19th, 2010 • Metals USA Holdings Corp. • Wholesale-metals service centers & offices • New York
Metals USA Holdings Corp., a Delaware corporation (the “Company”), which is the indirect parent of Metals USA, Inc. (“Metals USA”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom Goldman, Sachs & Co. is acting as Representative (the “Representative”) an aggregate of shares (the “Firm Shares”) of common stock, par value $0.01 per share (“Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters, at the election of the Underwriters, up to additional shares of Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
METALS USA HOLDINGS CORP. Senior Floating Rate Toggle Notes due 2012 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 19th, 2007 • Metals USA Holdings Corp. • Wholesale-metals service centers & offices • New York
Metals USA Holdings Corp. (the “Company”), a Delaware corporation, proposes to issue and sell to UBS Securities LLC (the “Purchaser”), upon the terms set forth in a purchase agreement dated June 29, 2007 (the “Purchase Agreement”), $300,000,000 principal amount of its Senior Floating Rate Toggle Notes due 2012 (the “Initial Securities”). The Initial Securities will be issued pursuant to an Indenture, dated as of the date hereof (the “Indenture”), among Metals USA Holdings Corp. and Wells Fargo Bank, N.A., as trustee (in such capacity, the “Trustee”).
EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among RELIANCE STEEL & ALUMINUM CO., RSAC ACQUISITION CORP. and METALS USA HOLDINGS CORP. Dated as of February 6, 2013Agreement and Plan of Merger • February 7th, 2013 • Metals Usa Holdings Corp. • Wholesale-metals service centers & offices • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of February 6, 2013 (the “Agreement”), by and among Reliance Steel & Aluminum Co., a California corporation (“Parent”), RSAC Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Metals USA Holdings Corp., a Delaware corporation (the “Company”).
CREDIT AGREEMENT dated as of December 14, 2012 among FLAG INTERMEDIATE HOLDINGS CORPORATION, METALS USA, INC., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent CREDIT SUISSE SECURITIES (USA) LLC as...Credit Agreement • December 19th, 2012 • Metals Usa Holdings Corp. • Wholesale-metals service centers & offices • New York
CREDIT AGREEMENT dated as of December 14, 2012 (this “Agreement”), among FLAG INTERMEDIATE HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), METALS USA, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time, CREDIT SUISSE AG, as administrative agent and collateral agent (in such capacities, the “Administrative Agent”) for the Lenders.
AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENTInvestors Rights Agreement • March 16th, 2011 • Metals Usa Holdings Corp. • Wholesale-metals service centers & offices • Delaware
This AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT, dated as of April 13, 2010 (this “Agreement”), by and among METALS USA HOLDINGS CORP., a Delaware corporation (the “Company”), and the HOLDERS that are parties hereto (the “Holders,” and together with the Company, the “Parties”), amends and restates that certain Investors Rights Agreement, dated as of May 17, 2005 (the “Original Agreement”), by and among the Parties.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of December 17, 2010 among EACH OF THE FINANCIAL INSTITUTIONS PARTY HERETO, as the Lenders, THE LETTER OF CREDIT ISSUERS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A., as the...Loan and Security Agreement • December 23rd, 2010 • Metals Usa Holdings Corp. • Wholesale-metals service centers & offices • New York
This Amended and Restated Loan and Security Agreement, dated as of December 17, 2010, 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”), the Letter of Credit Issuers (as defined below) from time to time party hereto, Bank of America, N.A., with an office located at One Bryant Park, New York, NY 10036, as Administrative Agent and Collateral Agent, Flag Intermediate Holdings Corporation, a Delaware corporation, Metals USA, Inc., a Delaware corporation, and each Subsidiary party hereto.
ContractNon-Qualified Stock Option Agreement • September 16th, 2010 • Metals Usa Holdings Corp. • Wholesale-metals service centers & offices • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 13, 2010, is entered into between METALS USA HOLDINGS CORP, a Delaware corporation, (the “Company”) and CELSO LOURENCO GONCALVES (“Goncalves”).
EXECUTION VERSION VOTING AGREEMENTVoting Agreement • February 7th, 2013 • Metals Usa Holdings Corp. • Wholesale-metals service centers & offices • Delaware
This VOTING AGREEMENT (this “Agreement”), is dated as of February 6, 2013, by and among Reliance Steel & Aluminum Co., a California corporation (“Parent”) and the stockholders of Metals USA Holdings Corp. (the “Company”) listed on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement as of the date hereof.
INCREMENTAL TRANCHE A ASSUMPTIONIncremental Tranche a Assumption • July 3rd, 2008 • Metals USA Holdings Corp. • Wholesale-metals service centers & offices • New York
AGREEMENT dated as of July 1, 2008 (this “Agreement”) among FLAG INTERMEDIATE HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), METALS USA, INC., a Delaware corporation (“Parent”), certain subsidiaries of Parent listed on Annex I hereto (together with Parent, the “Borrowers”), the lenders executing this Agreement as Incremental Tranche A Lenders (the “Incremental Tranche A Lenders”), CREDIT SUISSE as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below), and BANK OF AMERICA, N.A. as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
Separation Agreement and General ReleaseSeparation Agreement and General Release • March 12th, 2013 • Metals Usa Holdings Corp. • Wholesale-metals service centers & offices • Delaware
This Separation and General Release (this “Agreement”) is entered between and by Celso Lourenco Goncalves (“Goncalves”), an individual, and Metals USA Holdings Corp., a Delaware corporation, (the “Company”).
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of December 14, 2012 among BANK OF AMERICA, N.A., as Revolving Collateral Agent, CREDIT SUISSE AG, as Term Collateral Agent, FLAG INTERMEDIATE HOLDINGS CORPORATION, METALS USA, INC. and the...Subordination and Intercreditor Agreement • December 19th, 2012 • Metals Usa Holdings Corp. • Wholesale-metals service centers & offices • New York
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of December 14, 2012 among BANK OF AMERICA, N.A., as collateral agent for the Revolving Facility Secured Parties referred to herein, CREDIT SUISSE AG, as collateral agent for the Term Facility Secured Parties referred to herein, FLAG INTERMEDIATE HOLDINGS CORPORATION, METALS USA, INC. and the subsidiaries of Metals USA, Inc. named herein.
