exv4w8



 







Exhibit 4.8

EXECUTION COPY




$275,000,000




METALS USA, INC.




111/8% Senior Secured Notes Due 2015




REGISTRATION RIGHTS AGREEMENT




November 30, 2005




Credit Suisse First Boston LLC

CIBC World Markets Corp.,
   c/o
Credit Suisse First Boston LLC,

     Eleven Madison Avenue,

          New York, New York 10010-3629




Dear Sirs:




     Flag Acquisition Corporation, a Delaware corporation (“Flag Acquisition”), proposes to issue
and sell to Credit Suisse First Boston LLC and CIBC World Markets Corp. (collectively, the “Initial
Purchasers”), upon the terms set forth in a purchase agreement dated as of November 21, 2005 (the
“Purchase Agreement”), $275,000,000 principal amount of its 111/8% Senior
Secured Notes Due 2015 (the “Initial Securities”) to be unconditionally guaranteed (the
“Guarantees”), on a senior secured basis by Flag Intermediate Holdings Corporation, a Delaware
corporation (“Holdings”) and each of the subsidiaries of Metals USA, Inc., a Delaware corporation
(“Metals USA”), set forth on Schedule B to the Purchase Agreement (the “Subsidiary Guarantors” and,
together with Holdings, the “Guarantors”). The Initial Securities will be issued pursuant to an
Indenture, dated as of the date hereof (the “Indenture”), among Flag Acquisition, the Guarantors,
Wells Fargo Bank, N.A., as trustee (in such capacity, the “Trustee”), and Wells Fargo Bank, N.A.,
as collateral agent. As used in this Agreement, (i) the term “Issuer” means, prior to the Merger
(as defined in the Purchase Agreement), Flag Acquisition and, thereafter, Metals USA and (ii) the
term “Company” means, the Issuer and the Guarantors.



     As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company
has agreed to enter into this Agreement. Accordingly, the Company agrees with the Initial
Purchasers, for the benefit of the Initial Purchasers and the holders of the Securities (as defined
below) (collectively the “Holders”), as follows:



     1. Registered Exchange Offer. Unless not permitted by applicable law or applicable
interpretations thereof by the staff of the Securities and Exchange Commission (the “Commission”),
the Company shall, after the date of original issue of the Initial Securities (the “Issue Date”)
prepare and use its commercially reasonable efforts to file with the Commission a registration
statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities
Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered
Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof),
who are not prohibited by any law or policy of the Commission from participating in the Registered
Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities in
connection with the Registered Exchange Offer, a like aggregate principal amount of debt securities
(the “Exchange Securities”) of the Company issued under the Indenture, substantially identical in
all material respects to the Initial Securities (except for the transfer restrictions relating to
the Initial Securities and the provisions relating to the matters described in Section 6 hereof)
and registered under the Securities Act. The Company shall use its commercially reasonable efforts
(i) to cause such Exchange Offer Registration Statement to become effective under the Securities
Act and (ii) keep the Exchange Offer Registration Statement effective for not less than 20 business
days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is
mailed to the Holders (such period being called the “Exchange Offer Registration Period”).



 









 





     If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to
consummate the Registered Exchange Offer 20 business days after such commencement (provided that
the Company has accepted all the Initial Securities theretofore validly tendered in accordance with
the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered
Exchange Offer, unless not permitted by applicable law or applicable interpretations thereof by the
staff of the Commission, no later than 60 days after the date on which the Exchange Offer
Registration Statement is declared effective (such 60th day being the “Consummation Deadline”).
For purposes of this Agreement, “consummate” shall mean compliance by the Company with provisions
(a) — (e) and (x) — (z) of this Section 1, as set forth below.



     Following the declaration of the effectiveness of the Exchange Offer Registration Statement,
the Company shall, as promptly as practicable, commence the Registered Exchange Offer, it being the
objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities
(as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange
Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the
Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business
and has no arrangements with any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without
any limitations or restrictions under the Securities Act and without material restrictions under
the securities laws of the several states of the United States.



     The Company acknowledges that, pursuant to current interpretations by the Commission’s staff
of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each
Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own
account as a result of market making activities or other trading activities, for Exchange
Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information
set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures”
section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of
Distribution” section of such prospectus in connection with a sale of any such Exchange Securities
received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial
Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial
Securities constituting any portion of an unsold allotment is required to deliver a prospectus
containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act,
as applicable, in connection with such sale.



     The Company shall keep the Exchange Offer Registration Statement effective and shall amend and
supplement the prospectus contained therein in order to permit such prospectus to be lawfully
delivered by all persons subject to the prospectus delivery requirements of the Securities Act for
such period of time as such persons must comply with such requirements in order to resell the
Exchange Securities; provided, however, that (i) in the case where such prospectus
and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial
Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers
and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is
extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any
amendment or supplement thereto available to any broker-dealer for use in connection with any
resale of any Exchange Securities for a period of not less than 180 days after the consummation of
the Registered Exchange Offer (or such shorter period during which such persons are required by
applicable law to deliver such prospectus).



     If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial
Securities acquired by it as part of its initial distribution, the Company, simultaneously with the
delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and
deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange
(the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like
principal amount of debt securities of the Company issued under the Indenture and identical in all
material respects (including the existence of restrictions on
transfer under the Securities Act and the securities laws of the several states of the United
States, but excluding provisions relating to the matters described in Section 6 hereof) to the
Initial Securities (the



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“Private Exchange Securities”). The Initial Securities, the Exchange
Securities and the Private Exchange Securities are herein collectively called the “Securities”.




In connection with the Registered Exchange Offer, the Company shall:




     (a) mail to each Holder a copy of the prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal and related
documents;




     (b) keep the Registered Exchange Offer open for not less than 20 business days (or
longer, if required by applicable law) after the date notice thereof is mailed to the
Holders;




     (c) utilize the services of a depositary for the Registered Exchange Offer with an
address in the Borough of Manhattan, The City of New York, which may be the Trustee or an
affiliate of the Trustee;




     (d) permit Holders to withdraw tendered Securities at any time prior to the close of
business, New York time, on the last business day on which the Registered Exchange Offer
shall remain open; and




     (e) otherwise comply in all material respects with all applicable laws.



     As soon as practicable after the close of the Registered Exchange Offer or the Private
Exchange, as the case may be, the Company shall, unless not permitted by applicable law and
applicable interpretations thereof by the staff of the Commission:




     (x) accept for exchange all the Securities validly tendered and not withdrawn pursuant
to the Registered Exchange Offer and the Private Exchange;




     (y) deliver to the Trustee for cancellation all the Initial Securities so accepted for
exchange; and




     (z) cause the Trustee to authenticate and deliver promptly to each Holder of the
Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be,
equal in principal amount to the Initial Securities of such Holder so accepted for
exchange.



     The Indenture will provide that the Exchange Securities will not be subject to the transfer
restrictions set forth in the Indenture and that all the Securities will vote and consent together
on all matters as one class and that none of the Securities will have the right to vote or consent
as a class separate from one another on any matter.



     Interest on each Exchange Security and Private Exchange Security issued pursuant to the
Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment
date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if
no interest has been paid on the Initial Securities, from the date of original issue of the Initial
Securities.



     Each Holder participating in the Registered Exchange Offer shall be required to represent in
writing (which may be contained in the applicable letter of transmittal) to the Company that at the
time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by
such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no
arrangements or understanding with any person to participate in the distribution of the Securities
or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an
“affiliate,” as defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate,
such Holder will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution
of the Exchange Securities and (v) if such Holder is a broker-dealer, that it will receive Exchange
Securities for its own



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account in exchange for Initial Securities that were acquired as a result of
market-making activities or other trading activities and that it will be required to acknowledge
that it will deliver a prospectus in connection with any resale of such Exchange Securities.



     Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange
Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and
any supplement thereto complies as to form in all material respects with the Securities Act and the
rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements therein
not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement,
and any supplement to such prospectus, does not include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading.



     2. Shelf Registration. If, (i) because of applicable law or applicable interpretations
thereof by the staff of the Commission, the Company is not permitted to effect a Registered
Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not
consummated by the 300th day after the Issue Date, (iii) any Initial Purchaser so requests in
writing on or prior to the 60th day after the consummation of the Registered Exchange Offer with
respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged
for Exchange Securities in the Registered Exchange Offer and held by it following consummation of
the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible
to participate in the Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive
freely tradeable Exchange Securities on the date of the exchange or may not resell the Exchange
Securities acquired by it in the Registered Exchange Offer to the public without delivering a
prospectus, and any such Holder so requests in writing on or prior to the 60th day after the
consummation of the Registered Exchange Offer, the Company shall take the following actions (the
date on which any of the conditions described in the foregoing clauses (i) through (iv) occur,
including in the case of clauses (iii) or (iv) the receipt of the required notice, being a “Trigger
Date”):




     (a) The Company shall, at its cost, file with the Commission and thereafter use its
commercially reasonable efforts to cause to be declared effective (x) in the case of a
Shelf Registration Statement filed pursuant to clause (i) of the foregoing paragraph, no
later than 300 days after the Issue Date and (y) in the case of a Shelf Registration
Statement filed pursuant to clause (ii), (iii) or (iv) of the foregoing paragraph, no later
than the later of (i) the 300th day after the Issue Date and (ii) the 60th
day after the Trigger Date (such 300th day or such 60th day, as
the case may be, being an “Effectiveness Deadline”) a registration statement (the “Shelf
Registration Statement” and, together with the Exchange Offer Registration Statement, a
“Registration Statement”) on an appropriate form under the Securities Act relating to the
offer and sale of the Transfer Restricted Securities by the Holders thereof from time to
time in accordance with the methods of distribution set forth in the Shelf Registration
Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”);
provided, however, that no Holder (other than an Initial Purchaser) shall
be entitled to have the Securities held by it covered by such Shelf Registration Statement
unless such Holder agrees in writing to be bound by all the provisions of this Agreement
applicable to such Holder.




     (b) The Company shall use its commercially reasonable efforts to keep the Shelf
Registration Statement continuously effective in order to permit the prospectus included
therein to be lawfully delivered by the Holders of the relevant Securities, for a period of
two years (or for such longer period if extended pursuant to Section 3(j) below) from the
date of its effectiveness or such shorter period that will terminate when all the
Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto
or (ii) can be sold pursuant to Rule 144 under the Securities Act, without any limitations
under clauses (c), (e), (f) and (h) thereof.



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     (c) Notwithstanding any other provisions of this Agreement to the contrary, the
Company shall cause the Shelf Registration Statement and the related prospectus and any
amendment or supplement thereto, as of the effective date of the Shelf Registration
Statement, amendment or supplement, (i) to comply as to form in all material respects with
the applicable requirements of the Securities Act and the rules and regulations of the
Commission and (ii) not to contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading.



     3. Registration Procedures. In connection with any Shelf Registration contemplated by Section
2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1
hereof, the following provisions shall apply:




     (a) The Company shall (i) furnish to each Initial Purchaser, prior to the filing
thereof with the Commission, a copy of the Registration Statement and each amendment
thereof and each supplement, if any, to the prospectus included therein and, in the event
that an Initial Purchaser (with respect to any portion of an unsold allotment from the
original offering) is participating in the Registered Exchange Offer or the Shelf
Registration Statement, the Company shall use its commercially reasonable efforts to
reflect in each such document, when so filed with the Commission, such comments as such
Initial Purchaser reasonably may propose; (ii) include the information set forth in Annex A
hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the
“Purpose of the Exchange Offer” section and in Annex C hereto in the “Plan of Distribution”
section of the prospectus forming a part of the Exchange Offer Registration Statement and
include the information set forth in Annex D hereto in the Letter of Transmittal delivered
pursuant to the Registered Exchange Offer; (iii) if requested by an Initial Purchaser in
writing, include the information required by Items 507 or 508 of Regulation S-K under the
Securities Act, as applicable, in the prospectus forming a part of the Exchange Offer
Registration Statement; (iv) include within the prospectus contained in the Exchange Offer
Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to
the Initial Purchasers, which shall contain a summary statement of the positions taken or
policies made by the staff of the Commission with respect to the potential “underwriter”
status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange
Securities received by such broker-dealer in the Registered Exchange Offer (a
“Participating Broker-Dealer”), whether such positions or policies have been publicly
disseminated by the staff of the Commission or such positions or policies, in the
reasonable judgment of the Initial Purchasers based upon advice of counsel (which may be
in-house counsel), represent the prevailing views of the staff of the Commission; and (v)
in the case of a Shelf Registration Statement and subject to subsection (n) below, include
the names of the Holders who propose to sell Securities pursuant to the Shelf Registration
Statement as selling securityholders.




     (b) The Company shall give written notice to the Initial Purchasers, any Participating
Broker-Dealer from whom the Company has received prior written notice that it will be a
Participating Broker-Dealer in the Registered Exchange Offer and, in the case of a Shelf
Registration only, each Holder of the Securities (which notice pursuant to clauses (ii)-(v)
hereof shall be accompanied by an instruction to suspend the use of the prospectus until
the requisite changes have been made):




     (i) when the Registration Statement or any post-effective amendment thereto has
become effective;




     (ii) of any request by the Commission after the Registration Statement has
become effective for amendments or supplements to the Registration Statement or the
prospectus included therein or for additional information;



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     (iii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings for
that purpose;




     (iv) of the receipt by the Company or its legal counsel of any notification
with respect to the suspension of the qualification of the Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose; and




     (v) of the happening of any event during the period that the Registration
Statement is effective that requires the Company to make changes in the Registration
Statement or the prospectus in order that the Registration Statement or the
prospectus do not contain an untrue statement of a material fact nor omit to state a
material fact required to be stated therein or necessary to make the statements
therein (in the case of the prospectus, in light of the circumstances under which
they were made) not misleading.




     (c) The Company shall use its commercially reasonable efforts to obtain the withdrawal
at the earliest possible time of any order suspending the effectiveness of the Registration
Statement.




     (d) The Company shall furnish to each Holder of Securities included within the
coverage of the Shelf Registration, without charge, at least one copy of the Shelf
Registration Statement and any post-effective amendment thereto, including financial
statements and schedules, and, if the Holder so requests in writing, all exhibits thereto
(including those, if any, incorporated by reference).




     (e) The Company shall deliver to each Exchanging Dealer and each Initial Purchaser,
and to any other Holder who so requests, without charge, at least one copy of the Exchange
Offer Registration Statement and any post-effective amendment thereto, including financial
statements and schedules, and, if any Initial Purchaser or any such Holder requests, all
exhibits thereto (including those incorporated by reference).




     (f) The Company shall, during the Shelf Registration Period, deliver to each Holder of
Securities included within the coverage of the Shelf Registration, without charge, as many
copies of the prospectus (including each preliminary prospectus) included in the Shelf
Registration Statement and any amendment or supplement thereto as such person may
reasonably request. The Company consents, subject to the provisions of this Agreement, to
the use of the prospectus or any amendment or supplement thereto by each of the selling
Holders of the Securities in connection with the offering and sale of the Securities
covered by the prospectus, or any amendment or supplement thereto, included in the Shelf
Registration Statement.




     (g) The Company shall deliver to each Initial Purchaser, any Exchanging Dealer, any
Participating Broker-Dealer and such other persons required to deliver a prospectus
following the Registered Exchange Offer, without charge, as many copies of the final
prospectus included in the Exchange Offer Registration Statement and any amendment or
supplement thereto as such persons may reasonably request. The Company consents, subject
to the provisions of this Agreement, to the use of the prospectus or any amendment or
supplement thereto by any Initial Purchaser, if necessary, any Participating Broker-Dealer
and such other persons required to deliver a prospectus following the Registered Exchange
Offer in connection with the offering and sale of the Exchange Securities covered by the
prospectus, or any amendment or supplement thereto, included in such Exchange Offer
Registration Statement.




     (h) Prior to any public offering of the Securities pursuant to any Registration
Statement the Company shall use its commercially reasonable efforts to register or qualify
or cooperate with the Holders of the Securities included therein and their respective
counsel in connection with the registration or qualification of the Securities for offer
and sale under the securities or “blue sky” laws of such states of the United States as any
Holder of the Securities reasonably requests in



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writing and do any and all other acts or things necessary or advisable to enable the
offer and sale in such jurisdictions of the Securities covered by such Registration
Statement; provided, however, that the Company shall not be required to (i)
qualify generally to do business or as a dealer in securities in any jurisdiction where it
is not then so qualified or (ii) take any action which would subject it to general service
of process or to taxation in any jurisdiction where it is not then so subject.




     (i) The Company shall cooperate with the Holders of the Securities to facilitate the
timely preparation and delivery of certificates representing the Securities to be sold
pursuant to any Registration Statement free of any restrictive legends and in such
denominations and registered in such names as the Holders may request a reasonable period
of time prior to sales of the Securities pursuant to such Registration Statement.




     (j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of
Section 3(b) above during the period for which the Company is required to maintain an
effective Registration Statement, the Company shall promptly prepare and file a
post-effective amendment to the Registration Statement or a supplement to the related
prospectus and any other required document so that, as thereafter delivered to Holders of
the Securities or purchasers of Securities, the prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. If the Company notifies the Initial Purchasers, the
Holders of the Securities and any known Participating Broker-Dealer in accordance with
paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus
until the requisite changes to the prospectus have been made, then the Initial Purchasers,
the Holders of the Securities and any such Participating Broker-Dealers shall suspend use
of such prospectus and expressly agree to maintain the information contained in such notice
confidential (except that such information may be disclosed to its counsel) until it has
been publicly disclosed by the Company; notwithstanding the foregoing, the Company shall
not be required to amend or supplement a Registration Statement or any related prospectus
if (i) an event occurs and is continuing as a result of which the Shelf Registration or any
related prospectus would, in the Company’s good faith judgment, contain an untrue statement
of a material fact or omit to state a material fact necessary in order to make the
statements therein not misleading (with respect to such prospectus only, in light of the
circumstances under which they were made) and (ii) (a) the Company determines in its good
faith judgment that the disclosure of such event at such time would have a material adverse
effect on its business, operations or prospects or (b) the disclosure otherwise relates to
a pending material business transaction that has not yet been publicly disclosed; and the
period of effectiveness of the Shelf Registration Statement provided for in Section 2(b)
above and the Exchange Offer Registration Statement provided for in Section 1 above shall
each be extended by the number of days from and including the date of the giving of such
notice to and including the date when the Initial Purchasers, the Holders of the Securities
and any known Participating Broker-Dealer shall have received such amended or supplemented
prospectus pursuant to this Section 3(j).




     (k) Not later than the effective date of the applicable Registration Statement, the
Company will provide a CUSIP number for the Initial Securities, the Exchange Securities or
the Private Exchange Securities, as the case may be.




     (l) The Company will comply in all material respects with all rules and regulations of
the Commission to the extent and so long as they are applicable to the Registered Exchange
Offer or the Shelf Registration and will make generally available to its security holders
(or otherwise provide in accordance with Section 11(a) of the Securities Act) an earning
statement satisfying the provisions of Section 11(a) of the Securities Act, no later than
50 days after the end of a 12-month period (or 105 days, if such period is a fiscal year)
beginning with the first month of the Issuer’s first fiscal quarter commencing after the
effective date of the Registration Statement, which statement shall cover such 12-month
period.



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     (m) The Company shall cause the Indenture to be qualified under the Trust Indenture
Act of 1939, as amended, in a timely manner and containing such changes, if any, as shall
be necessary for such qualification. In the event that such qualification would require
the appointment of a new trustee under the Indenture, the Company shall appoint a new
trustee thereunder pursuant to the applicable provisions of the Indenture.




     (n) The Company may require each Holder of Securities to be sold pursuant to the Shelf
Registration Statement to furnish to the Company such information regarding the Holder and
the distribution of the Securities as the Company may from time to time reasonably require
for inclusion in the Shelf Registration Statement, and the Company may exclude from such
registration the Securities of any Holder that fails to furnish such information within a
reasonable time after receiving such request.




     (o) In the case of an offering of Securities to an underwriter or underwriters for
reoffering to the public (an “Underwritten Offering”) pursuant to any Shelf Registration,
the Company shall enter into such customary agreements (including, if requested, an
underwriting agreement in customary form) and take all such other customary action, if any,
as any Holder of the Securities shall reasonably request in order to facilitate the
disposition of the Securities pursuant to any Shelf Registration.




     (p) In the case of any Shelf Registration, the Company shall (i) make reasonably
available for inspection by the Holders of the Securities, any underwriter participating in
any disposition pursuant to the Shelf Registration Statement and any attorney, accountant
or other agent retained by the Holders of the Securities or any such underwriter, at
reasonable times and in a reasonable manner, all relevant financial and other records,
pertinent corporate documents and properties of the Company and (ii) cause the Company’s
officers, directors, employees, accountants and auditors to supply all relevant information
reasonably requested by the Holders of the Securities or any such underwriter, attorney,
accountant or agent in connection with the Shelf Registration Statement, in each case, as
shall be reasonably necessary to enable such persons to conduct a reasonable investigation
within the meaning of Section 11 of the Securities Act; provided, however,
that the foregoing inspection and information gathering shall be coordinated on behalf of
the Initial Purchasers by you and on behalf of the other parties, by one counsel designated
by and on behalf of such other parties as described in Section 4 hereof; and
provided, further, that each such Holder, underwriter, attorney, accountant
or agent shall agree in writing that it will keep such information confidential and that it
will not disclose any of the information that the Company determines, in good faith, to be
confidential and notifies them in writing are confidential unless (A) the disclosure of
such information is necessary to avoid or correct a material misstatement or material
omission in such Registration Statement or prospectus, (B) the release of such information
is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or
is reasonably necessary in order to establish a “due diligence” defense pursuant to Section
11 of the Securities Act, or (C) the information has been made generally available to the
public other than by any of such persons or their respective affiliates; provided,
however, that prior notice shall be provided as soon as practicable to the Company
of the potential disclosure of any information by such person pursuant to clause (A) or (B)
of this sentence in order to permit the Company to obtain a protective order (or to waive
the provisions of this paragraph (p)).




     (q) In the case of an Underwritten Offering pursuant to any Shelf Registration, the
Company, if requested by any Holder of Securities covered thereby, shall cause (i) its
counsel to deliver an opinion and updates thereof relating to the Securities in customary
form and covering matters customarily covered in opinions delivered in connection with such
transactions and addressed to such Holders and the managing underwriters, if any, thereof
and dated, in the case of the initial opinion, the effective date of such Shelf
Registration Statement; (ii) its officers to execute and deliver all customary documents
and certificates and updates thereof requested by any underwriters of the applicable
Securities and (iii) its independent public accountants to provide to the selling Holders
of the applicable Securities and any underwriter therefor a comfort letter in



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customary form and covering matters of the type customarily covered in comfort letters
in connection with primary underwritten offerings, subject to receipt of appropriate
documentation as contemplated, and only if permitted, by Statement of Auditing Standards
No. 72.




     (r) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon
delivery of the Initial Securities by Holders to the Company (or to such other Person as
directed by the Company) in exchange for the Exchange Securities or the Private Exchange
Securities, as the case may be, the Company shall mark, or cause to be marked, on the
Initial Securities so exchanged that such Initial Securities are being canceled in exchange
for the Exchange Securities or the Private Exchange Securities, as the case may be; in no
event shall the Initial Securities be marked as paid or otherwise satisfied.




     (s) The Company will use its commercially reasonable efforts to (a) if the Initial
Securities have been rated prior to the initial sale of such Initial Securities, confirm
such ratings will apply to the Securities covered by a Registration Statement, or (b) if
the Initial Securities were not previously rated, cause the Securities covered by a
Registration Statement to be rated with the appropriate rating agencies, if so requested by
Holders of a majority in aggregate principal amount of Securities covered by such
Registration Statement, or by the managing underwriters, if any.




     (t) In the event that any broker-dealer registered under the Exchange Act shall
underwrite any Securities or participate as a member of an underwriting syndicate or
selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the
“Rules”) of the National Association of Securities Dealers, Inc. (“NASD”)) thereof, whether
as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker
or dealer in respect thereof, or otherwise, the Company will cooperate with such
broker-dealer in complying with the requirements of such Rules, including, without
limitation, by (i) if such Rules, including Rule 2720, shall so require, at the expense of
the Holders, engaging a “qualified independent underwriter” (as defined in Rule 2720) to
participate in the preparation of the Registration Statement relating to such Securities,
to exercise usual standards of due diligence in respect thereto and, if any portion of the
offering contemplated by such Registration Statement is an underwritten offering or is made
through a placement or sales agent, to recommend the yield of such Securities, (ii)
indemnifying any such qualified independent underwriter to the extent of the
indemnification of underwriters provided in Section 5 hereof and (iii) providing such
information to such broker-dealer as may be required in order for such broker-dealer to
comply with the requirements of the Rules.



     4. Registration Expenses. All expenses incident to the Company’s performance of and
compliance with this Agreement will be borne by the Company, regardless of whether a Registration
Statement is ever filed or becomes effective, including without limitation;




     (a) all registration and filing fees and expenses;




     (b) all fees and expenses of compliance with federal securities and state “blue sky”
or securities laws;




     (c) all expenses of printing (including printing of Prospectuses), messenger and
delivery services and telephone;




     (d) all fees and disbursements of counsel for the Company; and




     (e) all fees and disbursements of independent certified public accountants of the
Company (including the expenses of any special audit and comfort letters required by or
incident to such performance).



9









 






The Company will bear its internal expenses (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting duties), the
expenses of any annual audit and the fees and expenses of any person, including special
experts, retained by the Company. Each Holder shall pay all underwriting discounts and
commissions, and the fees of any counsel retained by or on behalf of the underwriters, and
transfer taxes, if any, related to the sale or disposition of a Holder’s Securities
pursuant to any Shelf Registration Statement.




5. Indemnification.




     (a) The Company agrees to indemnify and hold harmless each Holder of the Securities,
any Participating Broker-Dealer and each person, if any, who controls such Holder or such
Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act
(each Holder, any Participating Broker-Dealer and such controlling persons are referred to
collectively as the “Indemnified Parties”) from and against any losses, claims, damages or
liabilities, joint or several, or any actions in respect thereof (including, but not
limited to, any losses, claims, damages, liabilities or actions relating to purchases and
sales of the Securities) to which each Indemnified Party may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages,
liabilities or actions arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in a Registration Statement or prospectus or
in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf
Registration, or arise out of, or are based upon, the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse, as incurred, the Indemnified Parties for any
legal or other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action in respect thereof;
provided, however, that (i) the Company shall not be liable in any such
case to the extent that such loss, claim, damage or liability arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged omission made
in a Registration Statement or prospectus or in any amendment or supplement thereto or in
any preliminary prospectus relating to a Shelf Registration in reliance upon and in
conformity with written information pertaining to such Holder and furnished to the Company
by or on behalf of such Holder specifically for inclusion therein and (ii) with respect to
any untrue statement or omission or alleged untrue statement or omission made in any
preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement
contained in this subsection (a) shall not inure to the benefit of any Holder or
Participating Broker-Dealer from whom the person asserting any such losses, claims, damages
or liabilities purchased the Securities concerned, to the extent that a prospectus relating
to such Securities was required to be delivered by such Holder or Participating
Broker-Dealer under the Securities Act in connection with such purchase and any such loss,
claim, damage or liability of such Holder or Participating Broker-Dealer results from the
fact that there was not sent or given to such person, at or prior to the written
confirmation of the sale of such Securities to such person, a copy of the final prospectus
if the Company had previously furnished copies thereof to such Holder or Participating
Broker-Dealer; provided further, however, that this indemnity
agreement will be in addition to any liability which the Company may otherwise have to such
Indemnified Party. The Company shall also indemnify underwriters, their officers and
directors and each person who controls such underwriters within the meaning of the
Securities Act or the Exchange Act to the same extent as provided above with respect to the
indemnification of the Holders of the Securities if requested by such Holders.




     (b) Each Holder of the Securities, severally and not jointly, will indemnify and hold
harmless the Company and each person, if any, who controls the Issuer or any of the
Guarantors within the meaning of the Securities Act or the Exchange Act from and against
any losses, claims, damages or liabilities or any actions in respect thereof, to which the
Company or any such controlling person may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in a Registration Statement or prospectus or in any amendment or
supplement thereto or in any preliminary



10









 







prospectus relating to a Shelf Registration, or arise out of or are based upon the
omission or alleged omission to state therein a material fact necessary to make the
statements therein not misleading, but in each case only to the extent that the untrue
statement or omission or alleged untrue statement or omission was made in reliance upon and
in conformity with written information pertaining to such Holder and furnished to the
Company by or on behalf of such Holder specifically for inclusion therein; and, subject to
the limitation set forth immediately preceding this clause, shall reimburse, as incurred,
the Company for any legal or other expenses reasonably incurred by the Company or any such
controlling person in connection with investigating or defending any loss, claim, damage,
liability or action in respect thereof. This indemnity agreement will be in addition to
any liability which such Holder may otherwise have to the Company or any of their
controlling persons.




     (c) Promptly after receipt by an indemnified party under this Section 5 of notice of
the commencement of any action or proceeding (including a governmental investigation), such
indemnified party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 5, notify the indemnifying party of the commencement
thereof; but the failure to notify the indemnifying party shall not relieve the
indemnifying party from any liability that it may have under subsection (a) or (b) above
except to the extent that it has been materially prejudiced (through the forfeiture of
substantive rights or defenses) by such failure; and provided further that the failure to
notify the indemnifying party shall not relieve it from any liability that it may have to
an indemnified party otherwise than under subsection (a) or (b) above. In case any such
action is brought against any indemnified party, and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate therein
and, to the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party (which counsel shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and after notice from the indemnifying party
to such indemnified party of its election so to assume the defense thereof the indemnifying
party will not be liable to such indemnified party under this Section 5 for any legal or
other expenses, other than reasonable costs of investigation, subsequently incurred by such
indemnified party in connection with the defense thereof. In any such proceeding, any
indemnified party shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the contrary;
(ii) the indemnifying party has failed within a reasonable time to retain counsel
reasonably satisfactory to the indemnified party; (iii) the indemnified party shall have
reasonably concluded that there may be legal defenses available to it that are different
from or in addition to those available to the indemnifying party: or (iv) the named parties
in any such proceeding (including any impleaded parties) include both the indemnifying
party and the indemnified party and representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between them. It is
understood and agreed that the indemnifying party shall not, in connection with any
proceeding or related proceeding in the same jurisdiction, be liable for the fees and
expenses or more than one separate firm (in addition to any local counsel) for all
indemnified parties, and that all such fees and expenses shall be reimbursed as they are
incurred. Any such separate firm for any Initial Purchaser, its affiliates, directors and
officers and any control persons of such Initial Purchaser shall be designated in writing
by CSFB and any such separate firm for the Issuer, the Guarantors, their directors and
officers and any control persons of the Issuer and the Guarantors shall be designated in
writing by the Company. No indemnifying party shall, without the prior written consent of
the indemnified party, provided that such consent is not unreasonably withheld or delayed,
effect any settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been sought
hereunder by such indemnified party unless such settlement (i) includes an unconditional
release of such indemnified party from all liability on any claims that are the subject
matter of such action, and (ii) does not include a statement as to or an admission of
fault, culpability or a failure to act by or on behalf of any indemnified party.



11









 






     (d) If the indemnification provided for in this Section 5 is unavailable or
insufficient (although applicable in accordance with its terms) to hold harmless an
indemnified party under subsections (a) or (b) above, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of the
losses, claims, damages or liabilities (or actions in respect thereof) referred to in
subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the
relative benefits received by the indemnifying party or parties on the one hand and the
indemnified party on the other from the issuance and sale of the Securities to the Initial
Purchasers, pursuant to the transactions contemplated by the Purchase Agreement, or (ii) if
the allocation provided by the foregoing clause (i) is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the indemnifying party or parties on the
one hand and the indemnified party on the other in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities (or actions in
respect thereof) as well as any other relevant equitable considerations. The relative
fault of the parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company on the one hand or
such Holder or such other indemnified party, as the case may be, on the other, and the
parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The amount paid by an indemnified party as a result of
the losses, claims, damages or liabilities referred to in the first sentence of this
subsection (d) shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any action or claim
which is the subject of this subsection (d). Notwithstanding any other provision of this
Section 5(d), the Holders of the Securities shall not be required to contribute any amount
in excess of the amount by which the net proceeds received by such Holders from the sale of
the Securities pursuant to a Registration Statement exceeds the amount of damages which
such Holders have otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this paragraph (d), each person, if any, who controls
such indemnified party within the meaning of the Securities Act or the Exchange Act shall
have the same rights to contribution as such indemnified party and each person, if any, who
controls the Issuer or any of the Guarantors within the meaning of the Securities Act or
the Exchange Act shall have the same rights to contribution as the Company.




     (e) The agreements contained in this Section 5 shall survive the sale of the
Securities pursuant to a Registration Statement and shall remain in full force and effect,
regardless of any termination or cancellation of this Agreement or any investigation made
by or on behalf of any indemnified party.




6. Additional Interest Under Certain Circumstances.




     (a) Additional interest (the “Additional Interest”) with respect to the Securities
shall be assessed as follows if any of the following events occur (each such event in
clauses (i) through (i) below being herein called a “Registration Default”):




     (i) if the Company fails to file the Exchange Offer Registration Statement with
the Commission on or prior to the 180th day after the Issue Date;




     (ii) if the Registered Exchange Offer is not consummated by the
300th day after the Issue Date;




     (iii) if obligated to file a Shelf Registration Statement pursuant to Section
2(i), a Shelf Registration Statement is not declared effective by the Commission by
the 300th day after the Issue Date;



12









 






     (iv) if obligated to file a Shelf Registration Statement pursuant to Section
2(ii), (iii) or (iv), the Company fails to file the Shelf Registration Statement
with the Commission on or prior to the later of the 180th day after the
Issue Date and the 30th day after the date on which the obligation to
file a Shelf Registration Statement arises;




     (v) if obligated to file a Shelf Registration Statement pursuant to Section
2(ii), (iii) or (iv), the Shelf Registration Statement is not declared effective on
or prior to the Effectiveness Deadline; or




     (vi) if after either the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, is declared effective (A) such
Registration Statement thereafter ceases to be effective; or (B) such Registration
Statement or the related prospectus ceases to be usable (except as permitted in
paragraph (b)) in connection with resales of Transfer Restricted Securities during
the periods specified herein because either (1) any event occurs as a result of
which the related prospectus forming part of such Registration Statement would
include any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein in the light of the circumstances under
which they were made not misleading or (2) it shall be necessary to amend such
Registration Statement or supplement the related prospectus to comply with the
Securities Act or the Exchange Act or the respective rules thereunder.




Each of the foregoing will constitute a Registration Default whatever the reason for any
such event and whether it is voluntary or involuntary or is beyond the control of the
Company or pursuant to operation of law or as a result of any action or inaction by the
Commission.




Additional Interest shall accrue on the Securities over and above the interest set forth in
the title of the Securities from and including the date on which any such Registration
Default shall occur to but excluding the date on which all such Registration Defaults have
been cured, at a rate of 0.25% per annum (the “Additional Interest Rate”) for the first
90-day period immediately following the occurrence of such Registration Default. The
Additional Interest Rate shall increase by an additional 0.25% per annum with respect to
each subsequent 90-day period until all Registration Defaults have been cured, up to a
maximum Additional Interest Rate of 1.0% per annum. In no event shall the Company be
obligated to pay Additional Interest under more than one of the clauses in this Section
6(a) at any one time and, in the case of a Shelf Registration, it is expressly understood
that Additional Interest should be payable only with respect to Securities so requested to
be registered pursuant to Section 2 hereof.




     (b) A Registration Default referred to in Section 6(a)(vi) hereof shall be deemed not
to have occurred and be continuing in relation to a Shelf Registration Statement or the
related prospectus if (i) such Registration Default has occurred solely as a result of (x)
the filing of a post-effective amendment to such Shelf Registration Statement to
incorporate annual audited financial information with respect to the Company where such
post-effective amendment is not yet effective and needs to be declared effective to permit
Holders to use the related prospectus, (y) other material events with respect to the
Company that would need to be described in such Shelf Registration Statement or the related
prospectus or (z) the suspension of the effectiveness of such Registration Statement
because the Company does not wish to disclose publicly a pending material business
transaction that has not yet been publicly disclosed, and (ii) in the case of clause (y),
the Company is proceeding promptly and in good faith to amend or supplement such Shelf
Registration Statement and related prospectus to describe such events; provided,
however, that if (A) in the case of a Registration Default described in
clause(i)(x), such Registration Default occurs for a continuous period in excess of 30 days
and (B) in the case of a Registration Default described in clause(i)(y) or (i)(z), such
Registration Default occurs for a period of more than 45 days in any three-month period or
more than an aggregate of 90 days in any 12-month period, then Additional Interest shall be
payable in accordance with the above paragraph from the day such Registration Default
occurs until such Registration Default is cured.



13









 






     (c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in
cash on the regular interest payment dates with respect to the Securities. The amount of
Additional Interest will be determined by multiplying the applicable Additional Interest
Rate by the principal amount of the Securities and further multiplied by a fraction, the
numerator of which is the number of days such Additional Interest Rate was applicable
during such period (determined on the basis of a 360-day year comprised of twelve 30-day
months), and the denominator of which is 360.




     (d) “Transfer Restricted Securities” means each Security until (i) the date on which
such Security has been exchanged by a person other than a broker-dealer for a freely
transferable Exchange Security in the Registered Exchange Offer, (ii) following the
exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security for an
Exchange Security, the date on which such Exchange Security is sold to a purchaser who
receives from such broker-dealer on or prior to the date of such sale a copy of the
prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which
such Security has been effectively registered under the Securities Act and disposed of in
accordance with the Shelf Registration Statement or (iv) the date on which such Security is
distributed to the public pursuant to Rule 144 under the Securities Act or is saleable
pursuant to Rule 144(k) under the Securities Act.



     7. Agreement to Provide Information. The Issuer shall use commercially reasonable efforts to
file the reports required to be filed by it under the Securities Act and the Exchange Act in a
timely manner and, if at any time the Issuer is not required to file such reports, it will, upon
the request of any Holder of Transfer Restricted Securities, make publicly available other
information so long as reasonably necessary to permit sales of their securities pursuant to Rules
144 and 144A. The Issuer will provide a copy of this Agreement to prospective purchasers of
Initial Securities identified to the Issuer by the Initial Purchasers upon request. Upon the
request of any Holder of Initial Securities, the Issuer shall deliver to such Holder a written
statement as to whether it has complied with such requirements. Notwithstanding the foregoing,
nothing in this Section 7 shall be deemed to require the Company to register any of its securities
pursuant to the Exchange Act.



     8. Underwritten Registrations. If any of the Transfer Restricted Securities covered by any
Shelf Registration are to be sold in an Underwritten Offering, the investment banker or investment
bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be
selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted
Securities to be included in such offering.



     No person may participate in any Underwritten Offering hereunder unless such person (i) agrees
to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve such arrangements
and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such underwriting
arrangements.




9. Miscellaneous.




     (a) Remedies. The Company acknowledges and agrees that any failure by the Company to
comply with its obligations under Section 1 and 2 hereof may result in material irreparable
injury to the Initial Purchasers or the Holders for which there is no adequate remedy at
law, that it will not be possible to measure damages for such injuries precisely and that,
in the event of any such failure, the Initial Purchasers or any Holder may obtain such
relief as may be required to specifically enforce the Company’s obligations under Sections
1 and 2 hereof. The Company further agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.




     (b) No Inconsistent Agreements. The Company will not on or after the date of this
Agreement enter into any agreement with respect to its securities that is inconsistent with
the rights granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof.



14









 






The rights granted to the Holders hereunder do not in any way conflict with and are
not inconsistent with the rights granted to the holders of the Company’s securities under
any agreement in effect on the date hereof.




(c) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof
may not be given, except by the Company and the written consent of the Holders of a
majority in principal amount of the Securities affected by such amendment, modification,
supplement, waiver or consents. Without the consent of the Holder of each Security,
however, no modification may change the provisions relating to the payment of Additional
Interest. Subject to the foregoing sentence, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the rights of
Holders of Securities whose Securities are being sold pursuant to a Registration Statement
and that does not directly or indirectly affect, impair, limit or compromise the rights of
other Holders of Securities may be given by Holders of at least a majority in aggregate
principal amount of the Securities being sold pursuant to such Registration Statement.




(d) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air
courier which guarantees overnight delivery:




     (1) if to a Holder of the Securities, at the most current address given by
such Holder to the Company.




(2) if to the Initial Purchasers;





c/o Credit Suisse First Boston LLC

Eleven Madison Avenue

New York, NY 10010-3629

Fax No.: (212) 325-8278

Attention: Transactions Advisory Group





with a copy to:





Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Fax No.: (212) 474-3700

Attention: LizabethAnn R. Eisen





(3) if to the Company:





c/o Apollo Management V, L.P.

c/o Flag Holdings Corporation

9 West 57th Street

43rd Floor

New York, NY 10019

Attention: Eric L. Press

Facsimile: (212) 515-3253





with a copy to:




Wachtell, Lipton, Rosen & Katz

51 West 52nd Street



15









 







New York, NY 10019

Fax No.: (212) 403-2000

Attention: Andrew J. Nussbaum




     All such notices and communications shall be deemed to have been duly given: at the
time delivered by hand, if personally delivered; three business days after being deposited
in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s
facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if
sent by overnight air courier guaranteeing next day delivery.




     (e) Third Party Beneficiaries. The Holders shall be third party beneficiaries to the
agreements made hereunder between the Company, on the one hand, and the Initial Purchasers,
on the other hand, and shall have the right to enforce such agreements directly to the
extent they may deem such enforcement necessary or advisable to protect their rights or the
rights of Holders hereunder.




     (f) Successors and Assigns. This Agreement shall be binding upon the Company and
their successors and assigns.




     (g) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same
agreement.




     Immediately upon consummation of the Merger, Metals USA will execute a counterpart to
this Agreement in the form set forth in Exhibit A hereto and each Guarantor will execute a
counterpart to this Agreement in the form set forth in Exhibit B hereto.




     (h) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.




     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.




     (j) Severability. If any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or unenforceable, the
validity, legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be affected or impaired thereby.




     (k) Securities Held by the Company. Whenever the consent or approval of Holders of a
specified percentage of principal amount of Securities is required hereunder, Securities
held by the Company or its affiliates (other than subsequent Holders of Securities if such
subsequent Holders are deemed to be affiliates solely by reason of their holdings of such
Securities) shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.




     (l) Submission to Jurisdiction. The Company hereby submits to the non-exclusive
jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New
York in any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.



16









 





     If the foregoing is in accordance with your understanding of our agreement, please sign and
return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors
in accordance with its terms.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Very truly yours,
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	FLAG ACQUISITION CORPORATION,
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by 	 	/s/ M. ALI RASHID 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	M. Ali Rashid 
	 

	 	 	 	 	 	Title: 	 	President 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	FLAG INTERMEDIATE HOLDINGS CORPORATION,
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by 	 	/s/ M. ALI RASHID 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	M. Ali Rashid 
	 

	 	 	 	 	 	Title: 	 	President 






Signature page to the Registration Rights Agreement




17









 




The foregoing Registration Rights Agreement is
hereby confirmed and accepted as of the date
first above written.




	 	 	 	 	 	 	 	 	 
	Credit Suisse First Boston LLC, as representative of the Initial Purchasers,
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by 	 	/s/ MALCOLM PRICE 
	 

	 	 	 	 	 	 

	 

	 	 	 	 	 	Name:	 	Malcolm Price 
	 

	 	 	 	 	 	Title: 	 	Managing Director 






Signature page to the Registration Rights Agreement




18









 








FORM OF COUNTERPART TO THE REGISTRATION RIGHTS AGREEMENT

TO BE EXECUTED BY METALS USA, INC.




COUNTERPART TO THE REGISTRATION RIGHTS AGREEMENT




     Upon the consummation of the Merger, the undersigned hereby agrees to assume and be bound by
all of the obligations of the Issuer under the terms of the Registration Rights Agreement, dated as
of November 30, 2005 (the “Registration Rights Agreement”), among Flag Acquisition Corporation, a
Delaware corporation, and the Initial Purchasers. The undersigned further agrees that all
references in the Registration Rights Agreement to the “Issuer” and the “Company” shall be
references to the undersigned. Capitalized terms used, but not defined, in this Counterpart to the
Registration Rights Agreement shall have the meanings assigned to them in the Registration Rights
Agreement. For the avoidance of doubt, such obligations shall include, but not be limited to, the
obligations enumerated in Section 5(a) thereof.



     Dated: November 30, 2005



 









 







	 	 	 	 	 	 	 	 	 
	 	 	 	 	Very truly yours,
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	FLAG ACQUISITION CORPORATION,
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By 	 	/s/ LOURENCO GONCALVES 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	Lourenco Goncalves 
	 

	 	 	 	 	 	Title: 	 	President and CEO 





Signature page to the Counterpart to the Registration Rights Agreement





 










 







FORM OF COUNTERPART TO THE REGISTRATION RIGHTS AGREEMENT

TO BE EXECUTED BY THE GUARANTORS




COUNTERPART TO THE REGISTRATION RIGHTS AGREEMENT




     Upon consummation of the Merger, the undersigned hereby agrees to be bound by all the
obligations of a Guarantor under the terms of the Registration Rights Agreement (the “Registration
Rights Agreement”) dated as of the date hereof, among Flag Acquisition Corporation, a Delaware
corporation, and the Initial Purchasers. The undersigned further agrees that all references in the
Registration Rights Agreement to the “Guarantors” and the “Company” shall be references to the
undersigned. Capitalized terms used, but not defined, in this Counterpart to the Registration
Rights Agreement shall have the meanings assigned to them in the Registration Rights Agreement. For
the avoidance of doubt, such obligations shall include, but not be limited to, the obligations
enumerated in Section 5(a) thereof.



     Dated: November 30, 2005



 









 





	 	 	 	 	 	 	 
	 	 	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
	 	 	LEVINSON STEEL GP, INC.
	 	 	LEVINSON STEEL LP, INC.
	 	 	METALS RECEIVABLES CORPORATION
	 	 	METALS USA BUILDING PRODUCTS, L.P.
	 

	 	 	 	By:
	 	Allmet GP, Inc., its General Partner
	 	 	METALS USA CARBON FLAT ROLLED, INC.
	 	 	METALS USA FINANCE CORP.
	 	 	METALS USA FLAT ROLLED CENTRAL, INC.
	 	 	METALS USA MANAGEMENT CO, L.P.
	 

	 	 	 	By:
	 	MUSA GP, Inc., its General Partner
	 	 	METALS USA PLATES AND SHAPES NORTHEAST, L.P.
	 

	 	 	 	By:
	 	Levinson Steel GP, Inc., its General Partner
	 	 	METALS USA PLATES AND SHAPES SOUTHCENTRAL, INC.
	 	 	METALS USA PLATES AND SHAPES SOUTHEAST, INC.
	 	 	METALS USA PLATES AND SHAPES SOUTHWEST, LMITED PARTNERSHIP
	 

	 	 	 	By:
	 	Intsel GP, Inc., its General Partner
	 	 	METALS USA REALTY COMPANY
	 	 	METALS USA SPECIALTY METALS NORTHCENTRAL, INC.
	 	 	MUSA GP, INC.
	 	 	MUSA LP, INC.
	 	 	QUEENSBORO, L.L.C.
	 

	 	 	 	By:
	 	Metals USA Plates and Shapes Southeast,
Inc., its sole Member






	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ KEITH KOCI	 	 
	 

	 	 	 	 

Name: Keith Koci
	 	 
	 

	 	 	 	Title: Treasurer	 	 






Signature page to the Counterpart to the Registration Rights Agreement




 









 





	 	 	 	 	 	 	 
	 	 	JEFFREYS STEEL HOLDINGS, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ JOHN A. HAGEMAN	 	 
	 

	 	 	 	 

Name: John A. Hageman
	 	 
	 

	 	 	 	Title: Manager	 	 






Signature page to the Counterpart to the Registration Rights Agreement




 









 





ANNEX A




     Each broker-dealer that receives Exchange Securities for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities
received in exchange for Initial Securities where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make
this Prospectus available to any broker-dealer for use in connection with any such resale. See
“Plan of Distribution.”



 









 





ANNEX B




     Each broker-dealer that receives Exchange Securities for its own account in exchange for
Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result
of market-making activities or other trading activities, must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”



 









 





ANNEX C




PLAN OF DISTRIBUTION




     Each broker-dealer that receives Exchange Securities for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed that, for a period of
180 days after the Expiration Date, it will make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any such resale. In addition, until      ,
200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a
prospectus.1



     The Company will not receive any proceeds from any sale of Exchange Securities by
broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to
the Exchange Offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of options on the Exchange
Securities or a combination of such methods of resale, at market prices prevailing at the time of
resale, at prices related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may receive compensation
in the form of commissions or concessions from any such broker-dealer or the purchasers of any such
Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it
for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of
the Securities Act and any profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act.



     For a period of 180 days after the Expiration Date the Company will promptly send additional
copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer
that requests such documents in the Letter of Transmittal. The Company has agreed to pay all
expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of
the Securities) other than commissions or concessions of any brokers or dealers and will indemnify
the Holders of the Securities (including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act.





 




			
	1	 	In addition, the legend required by Item
502(e) of Regulation S-K will appear on the inside front cover page of the
Exchange Offer prospectus below the Table of Contents.





 









 





ANNEX D



[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.



Name: _____________________________________



Address: ___________________________________



If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in,
and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a
broker-dealer that will receive Exchange Securities for its own account in exchange for Initial
Securities that were acquired as a result of market-making activities or other trading activities,
it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange
Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not
be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.