Supplemental Indenture dated 11/30/2005

METALS USA, INC.,

/s/ C. LOURENCO GONCALVES

Name: C. Lourenco Goncalves

Title: President and CEO

EX-4.9 11 h34178exv4w9.htm SUPPLEMENTAL INDENTURE DATED 11/30/2005 exv4w9

Exhibit 4.9
EXECUTION COPY

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.

WITNESSETH:

WHEREAS, Flag Acquisition Corporation, a Delaware corporation (“Flag Acquisition”), and Flag Intermediate Holdings Corporation, a Delaware corporation (“Holdings”), have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of November 30, 2005, providing for the issuance of 11¹/₈% Senior Secured Notes Due 2015 (the “Notes”);

WHEREAS, Flag Acquisition has merged with and into Metals (the “Merger”), with Metals as the surviving entity in the Merger;

WHEREAS, as a result of the Merger, Metals is assuming, by and under this Supplemental Indenture, the obligations of Flag Acquisition and the Company for the due and punctual payment of the principal of, premium, if any, and interest on all the Notes and the performance and observance of the Indenture on the part of Flag Acquisition (as defined as the Company under the Indenture);

WHEREAS, Section 4.11 and Section 10.06 of the Indenture provide that under certain circumstances Metals will cause the Additional Subsidiary Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which each Additional Subsidiary Guarantor will Guarantee payment of the Notes on the same terms and conditions as those set forth in Article 10 of the Indenture.

WHEREAS, pursuant to Section 9.01(iv) of the Indenture, the Trustee, the Notes Collateral Agent, Metals and Holdings, as a Guarantor under the Indenture, are authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, for and in consideration of the foregoing premises and for good and valuable consideration, the receipt of which is hereby acknowledged, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:

1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. Assumption by Metals. Metals hereby assumes the obligations of Flag Acquisition and the Company for the due and punctual payment of the principal of, premium, if any, and interest on all outstanding Notes issued pursuant to the Indenture and the performance and observance of each other obligation and covenant set forth in

the Indenture to be performed or observed on the part of Flag Acquisition (as defined as the Company under the Indenture). Metals is hereby substituted for, and may exercise every right and power of, Flag Acquisition (as defined as the Company under the Indenture) under the Indenture with the same effect as if Metals had been named as Flag Acquisition (as defined as the Company under the Indenture) in the Indenture, and Metals is a successor corporation under the Indenture.

3. Notation on Notes. Notes authenticated and delivered after the date hereof may bear the following notation, which may be stamped or imprinted thereon:

“In connection with the merger of Flag Acquisition Corporation (“Flag Acquisition”) with and into Metals USA, Inc. (“Metals”), and pursuant to the Supplemental Indenture dated as of November 30, 2005, Metals has assumed the obligations of Flag Acquisition and the Company for the due and punctual payment of the principal of, premium, if any, and interest on this Note and the performance of each other obligation and covenant set forth in the Indenture to be performed or observed on the part of Flag Acquisition or the Company.”

4. Agreements to Become Guarantors. Each Additional Subsidiary Guarantor hereby agrees, jointly and severally with all of the other Guarantors, to unconditionally and irrevocably guarantee the Company’s obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article 10 of the Indenture and agrees to be bound by all other provisions of the Indenture and the Notes applicable to a Guarantor therein (including Article 11).

5. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

6. Notices. For purposes of the Indenture, the address for notices to Metals and the Additional Subsidiary Guarantors shall be the address for the Company and Guarantors set forth in Section 13.02 of the Indenture.

7. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.

9. Effect of Headings. The section headings herein are for convenience only and shall not affect the construction of this Supplemental Indenture.

10. The Trustee. The Trustee makes no representation as to the validity, sufficiency or enforceability of this Supplemental Indenture or any of the recitals, statements, representations, covenants or agreements contained herein.