Amendment No. 1 to the Loan and Security Agreement



 Exhibit 4.12 
 EXECUTION COPY 
 AMENDMENT No. 1 dated as of July 18, 2006 (this
“Amendment”), to the Loan and Security Agreement dated as of November 30, 2005 (the “Credit Agreement”), among FLAG INTERMEDIATE HOLDINGS CORPORATION, a Delaware corporation
(“Holdings”), METALS USA, INC., a Delaware corporation (the “Borrower”), certain subsidiaries of the Borrower party thereto (the “Subsidiary Guarantors”), the lenders from time
to time party thereto (the “Lenders”), CREDIT SUISSE as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, and BANK OF AMERICA, N.A. as collateral agent (in such
capacity, the “Collateral Agent”) for the Lenders. 
 A. Pursuant to the Credit Agreement, the Lenders and the Letter
of Credit Issuers have extended, and have agreed to extend, credit to the Borrower. 
 B. Holdings has informed the Administrative Agent that
its parent corporation, Metals USA Holdings Corp., a Delaware corporation, has filed a registration statement with the Securities and Exchange Commission, pursuant to which it intends to register and sell shares of its common stock, $0.01 par value.

 C. In connection therewith, the Borrower has requested that the Credit Agreement be amended as provided herein, and the Majority Lenders,
on the terms and subject to the conditions set forth herein, are willing to agree to such amendments. 
 D. Capitalized terms used but not
defined herein shall have the meanings assigned to them in the Credit Agreement. 
 Accordingly, in consideration of the mutual agreements
herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 
 SECTION 1.    Amendments to the Credit Agreement. (a) Section 1.1 of the Credit Agreement is hereby amended by inserting the following in the appropriate alphabetical order therein:

 ““Special Dividend” means the $25,000,000 Distribution paid by Parent on or about May 24,
2006.” 
 (b) The definition of the term “Adjusted EBITDA” set forth in Section 1.1 of the Credit Agreement is hereby
amended by adding the following sentence at the end thereof: 
 “Notwithstanding the foregoing or any other provision of
this Agreement, solely for purposes of determining Adjusted EBITDA for any period, Dura-Loc Roofing System, Ltd (the “Canadian Subsidiary”) shall be considered a Subsidiary for such period (i) so long as the Borrower owns,
directly or indirectly, 100% of the Capital Stock of the Canadian Subsidiary during such period and (ii) provided that, the amount of the total Adjusted EBITDA of the Borrower and its 

  

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Subsidiaries represented by the Adjusted EBITDA of the Canadian Subsidiary shall be limited to 2.5%.” 
 (c) Clause (ii)(3) of the definition of the term “Fixed Charge Coverage Ratio” set forth in Section 1.1 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows: 
 “(3) except for purposes of determining whether an
acquisition is a Permitted Acquisition pursuant to paragraph (c) of the definition of such term, Distributions pursuant to Section 9.10(a)(ii) or (iii) in each case to the extent paid by Parent in cash (provided that the Special
Dividend shall be considered a Distribution under this clause (3) only for purposes of determining the Applicable Margin).” 
 (d)
The definition of the term “Qualified Public Offering” set forth in Section 1.1 of the Credit Agreement is hereby amended by inserting the words “or any direct or indirect parent of Holdings” immediately after the words
“Capital Stock of Holdings” set forth therein and by inserting the words “or Parent” immediately after the words “net cash proceeds to Holdings.” 
 SECTION 2.    Representations and Warranties. To induce the other parties hereto to enter into this Amendment, Holdings and
the Borrower represent and warrant to each of the Lenders, the Administrative Agent, the Letter of Credit Issuers and the Collateral Agent that, after giving effect to this Amendment, (a) the representations and warranties set forth in
Article 8 of the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date; and (b) no Default or Event of
Default has occurred and is continuing. 
 SECTION 3.    Effectiveness. This Amendment shall become effective as
of the date set forth above on the date on which the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower, Holdings, the Subsidiary Guarantors and the Majority
Lenders. 
 SECTION 4.    Effect of Amendment. Except as expressly set forth herein, this Amendment shall not
by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Letter of Credit Issuers, the Collateral Agent or the Administrative Agent under the Credit Agreement or any other
Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all
respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein.
After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement, as modified hereby. This 

  

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Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. 
 SECTION 5.    Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this
Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof. 
 SECTION 6.    Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 7.    Headings. The headings of this Amendment are for purposes of reference only and shall not limit or
otherwise affect the meaning hereof. 
 [Remainder of this page intentionally left blank] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly
authorized officers, all as of the date and year first above written. 
  

			
	 METALS USA, INC.,

		
	by:	 	/s/    John Hageman
		 	 Name:  John Hageman
 Title:    Senior Vice President



  

			
	FLAG INTERMEDIATE HOLDINGS CORPORATION,
		
	by:	 	/s/    John Hageman
		 	 Name:  John Hageman
 Title:    Senior Vice President



  

			
	EACH OF THE SUBSIDIARY GUARANTORS LISTED ON ANNEX I HERETO,
		
	by:	 	/s/    John Hageman
		 	 Name:  John Hageman
 Title:    Authorized Signatory



  

			
	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, individually and as Administrative Agent,
		
	by:	 	/s/    Cassandra Droogan
		 	 Name:  Cassandra Droogan
 Title:    Vice President

		
	by:	 	/s/    Gegory S. Richards
		 	 Name:  Gegory S. Richards
 Title:    Associate



  

			
	BANK OF AMERICA, N.A., individually and as Collateral Agent,
		
	by:	 	/s/    Robert Scalzitti
		 	 Name:  Robert Scalzitti
 Title:    Vice President



  

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	 SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JULY 18, 2006, TO THE METALS USA, INC. CREDIT AGREEMENT.
  
 Name of Lender: UPS Capital
Corporation

		
	by:	 	/s/    John P. Holloway
		 	 Name:  John P. Holloway
 Title:    Director of Portfolio Management



  

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	SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JULY 18, 2006, TO THE METALS USA, INC. CREDIT AGREEMENT.
	
	Name of Lender: Citizens Business Credit, a division of Citizens Leasing Corporation
		
	By:	 	/s/    Timothy J. Lohn        
	 Name:  Timothy J. Lohn
 Title:    Senior Vice President



  

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	SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JULY 18, 2006, TO THE METALS USA, INC. CREDIT AGREEMENT.
	
	Name of Lender: Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services, Inc.
		
	By:	 	/s/    Thomas Bukowski        
	 Name:  Thomas Bukowski
 Title:    Director



  

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	SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JULY 18, 2006, TO THE METALS USA, INC. CREDIT AGREEMENT.
	
	Name of Lender: GMAC Commercial Finance LLC
		
	By:	 	/s/    Joseph Skaferowsky        
	 Name:  Joseph Skaferowsky
 Title:    Director



  

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	SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JULY 18, 2006, TO THE METALS USA, INC. CREDIT AGREEMENT.
	
	HSBC BUSINESS CREDIT (USA) INC.
		
	By:	 	/s/    Jimmy Schwartz        
	 Name:  Jimmy Schwartz
 Title:    Vice President



  

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	SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JULY 18, 2006, TO THE METALS USA, INC. CREDIT AGREEMENT.
	
	GENERAL ELECTRIC CAPITAL CORPORATION, as Lender:
		
	By:	 	/s/    Bond Harberts        
	 Name:  Bond Harberts
 Title:    Duly Authorized Signatory



  

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	SIGNATURE PAGE TO AMENDMENT
NO. 1 DATED AS OF JULY 18, 2006,
TO THE METALS USA, INC. CREDIT AGREEMENT.
	
	 Name of Lender: UBS LOAN FINANCE LLC

		
	By:	 	 /s/    Richard
Tavrow        

	 Name:  Richard Tavrow
 Title:    Director
         Banking Products Services,
US



  

			
		
	By:	 	 /s/    Irja R.
Otsa        

	 Name:  Irja R. Otsa
 Title:    Associate Director
         Banking Products
Services, US



  

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	SIGNATURE PAGE TO AMENDMENT
NO. 1 DATED AS OF JULY 18, 2006,
TO THE METALS USA, INC. CREDIT AGREEMENT.
	
	 Name of Lender: The CIT Group/Business Credit

		
	By:	 	 /s/    Carl
Giordano        

	 Name:  Carl Giordano
 Title:    Vice President



  

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	SIGNATURE PAGE TO AMENDMENT
NO. 1 DATED AS OF JULY 18, 2006,
TO THE METALS USA, INC. CREDIT AGREEMENT.
	
	 Name of Lender: Wells Fargo Foothill, LLC

		
	By:	 	 /s/    Karen
Hilaire        

	 Name:  Karen Hilaire
 Title:    Assistant Vice President



  

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	SIGNATURE PAGE TO AMENDMENT
NO. 1 DATED AS OF JULY 18, 2006,
TO THE METALS USA, INC. CREDIT AGREEMENT.
	
	 Name of Lender: JP Morgan Chase Bank, N.A.

		
	By:	 	 /s/  Timothy J.
Whitefoot        

	 Name:  Timothy J. Whitefoot
 Title:    Vice President



  

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	SIGNATURE PAGE TO AMENDMENT
NO. 1 DATED AS OF JULY 18, 2006,
TO THE METALS USA, INC. CREDIT AGREEMENT.
	
	 Name of Lender: National City Business Credit, Inc.

		
	By:	 	 /s/    Anthony
Alexander        

	 Name:  Anthony Alexander
 Title:    Vice President



  

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 ANNEX I 
 Subsidiary Guarantors 
 Allmet GP, Inc. 
 Allmet LP, Inc. 
 Interstate Steel Supply Co. of Maryland, Inc. 
 Intsel GP, Inc. 
 Intsel LP, Inc. 
 i-Solutions Direct, Inc. 
 Jeffreys Real Estate Corporation 
 Jeffreys Steel Holdings, L.L.C. 
 Levinson Steel GP, Inc. 
 Levinson Steel LP, Inc. 
 Metals Receivables Corporation 
 Metals USA Building Products, L.P. 
 Metals USA Carbon Flat Rolled, Inc. 
 Metals USA Finance Corp. 
 Metals USA Flat Rolled Central, Inc. 
 Metals USA International Holdings, Inc. 

Metals USA Management Co., L.P. 
 Metals USA Plates and Shapes Northeast, L.P. 
 Metals USA Plates and Shapes Southcentral,
Inc. 
 Metals USA Plates and Shapes Southeast, Inc. 
 Metals USA Plates and Shapes Southwest, Limited Partnership 
 Metals USA Realty Company 
 Metals USA Specialty Metals Northcentral, Inc. 
 MUSA GP, Inc. 
  

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 I-2 
 MUSA LP, Inc. 
 MUSA Newark, L.L.C. 
 Queensboro, L.L.C. 
  

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