exv4w10



 







Exhibit 4.10




SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 31, 2006 is
among MUSA Newark, LLC (the “Additional Subsidiary Guarantor”), a Delaware limited
liability company and an indirect subsidiary of Metals USA, Inc. (or its permitted successor)(the
“Company”), the Company, Flag Intermediate Holdings Corporation, a Delaware corporation
(“Holdings”), Wells Fargo Bank, N.A., as trustee under the Indenture (the
“Trustee”) and Wells Fargo Bank, N.A., as notes collateral agent under the Indenture (the
“Notes Collateral Agent”).



W I T N E S S E T H:




     WHEREAS the Company, Holdings and the Subsidiary Guarantors 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, Section 4.11 and Section 10.06 of the Indenture provide that under certain
circumstances the Company will cause the Additional Subsidiary Guarantor to execute and deliver to
the Trustee a guaranty agreement pursuant to which the 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; and



     WHEREAS, pursuant to Section 9.01(iv) of the Indenture, the Trustee and the Company are
authorized to execute and deliver this Supplemental Indenture.



     NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the
receipt of which is hereby acknowledged, the Company, the Additional Subsidiary Guarantor and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:



     SECTION 1. Capitalized Terms. Capitalized terms used herein but not defined shall
have the meanings assigned to them in the Indenture.



     SECTION 2. Guarantees. The Additional Subsidiary Guarantor hereby agrees, jointly and
severally with all 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 to be bound by all other applicable provisions of the Indenture
(including Article 11) and the Notes.



     SECTION 3. Ratification of Indenture; Supplemental Indentures Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respect 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.



     SECTION 4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



 









 





     SECTION 5. Trustee Makes No Representation. The Trustee makes no representation as to
the validity, sufficiency, or enforceability of this Supplemental Indenture, or any of the
recitals, statements or agreements herein contained.



     SECTION 6. 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 represent
the same agreement.



     SECTION 7. Effect of Headings. The Section headings herein are for convenience only
and shall not effect the construction of this Supplemental Indenture.



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     IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly
executed as of the date first written above.



	 	 	 
	 


	 	METALS USA, INC.
	 
	 	 
	 

	 	By:

	 

	 	 

	 

	 	Name:

	 

	 	 

	 

	 	Title:

	 

	 	 






	 	 	 
	 


	 	MUSA NEWARK, LLC






	 	 	 
	 


	 	By: METALS USA PLATES AND SHAPES NORTHEAST,
L.P., its sole Member






	 	 	 
	 


	 	By: LEVINSON STEEL GP, INC., its General
Partner
	 
	 	 
	 

	 	By:

	 

	 	 

	 

	 	Name:

	 

	 	 

	 

	 	Title:

	 

	 	 






	 	 	 
	 


	 	FLAG INTERMEDIATE HOLDINGS CORPORATION
	 
	 	 
	 

	 	By:

	 

	 	 

	 

	 	Name:

	 

	 	 

	 

	 	Title:

	 

	 	 






Signature Page to Supplemental Indenture








 









 








	 	 	 
	 


	 	WELLS FARGO BANK, N.A., as Trustee
	 
	 	 
	 

	 	By:

	 

	 	 

	 

	 	Name:

	 

	 	 

	 

	 	Title:

	 

	 	 

	 
	 	 
	 
	 	 
	 

	 	WELLS FARGO BANK, N.A., as Notes Collateral Agent
	 
	 	 
	 

	 	By:

	 

	 	 

	 

	 	Name:

	 

	 	 

	 

	 	Title:

	 

	 	 






Signature Page to Supplemental Indenture