Metals USA, Inc. announced that the banks providing the debt financing for Apollo Management, LP's pending merger transaction with the company have agreed to modify their debt financing commitment letter in a manner that will result in a key financial condition being satisfied.

The financing condition requiring that the company's consolidated earnings before interest, tax, depreciation and amortization (EBITDA) for the four-fiscal quarter period ended on September 30, 2005 be equal to at least $117.5 million will be deemed satisfied so long as the prospective lenders are satisfied that the minimum EBITDA for such period is equal to at least $113.8 million.

In its quarterly report on Form 10-Q for the fiscal period ended September 20, 2005, Metals USA had disclosed that its consolidated EBITDA for the four-fiscal quarter period ended September 30, 2005 was approximately $114.3 million. With the new modification, the company expects that the minimum EBITDA condition under the debt financing commitment letter will be satisfied.

Metals USA entered into the merger agreement with affiliates of Apollo on May 18, 2005. According to the merger agreement, Metals USA would be acquired and the company's stockholders would receive $22.00 per share in cash, without interest.

The company anticipates that the merger will be completed in the fourth quarter of 2005, assuming satisfaction of all of the conditions to the merger. The merger is subject to certain conditions as set forth in the merger agreement. The exact timing of the merger and the likelihood of the consummation cannot be predicted.

Metals USA provides a wide range of products and services in the heavy carbon steel, flat-rolled steel, specialty metals, and building products markets.