Preview | Registration Rights Agreement |

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.

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.

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