exv4w4



 







Exhibit 4.4




ASSIGNMENT AND ASSUMPTION AGREEMENT




     ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of April 3, 2006, among
Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) (“DBTC”), Reliance
Steel & Aluminum Co., a California corporation (“Reliance”) and RSAC Management Corp.
(“Management”);



     WHEREAS, DBTC in its capacity as agent (in such capacity, “Revolver Agent”) for itself and
certain other lenders from time to party to the Credit Agreement (as defined in the letter
agreement attached hereto as Exhibit A (the “Termination Agreement”)), and The Bank of New York, as
trustee for the holders of the aggregate principal amount of $250,000,000 93/4% Senior Secured Notes
due 2012 (the “Trustee”), are parties to an Intercreditor Agreement, dated as of May 22, 2002 (the
“Intercreditor Agreement”);



     WHEREAS, the definition of “Revolver Credit Agreement” contained in the Intercreditor
Agreement provides that a “Revolver Credit Agreement” means, in addition to the Credit Agreement,
among other things, any credit agreement or loan agreement refinancing, refunding or otherwise
replacing the Credit Agreement, provided that any such agreement effecting any such refunding,
refinancing or replacement expressly provides that it is deemed to be a “Revolver Credit Agreement”
under the Intercreditor Agreement and that the lenders thereunder and their agent(s), if any, shall
be bound by the terms of the Intercreditor Agreement (a “Replacement Credit Agreement”);



     WHEREAS, Reliance and Management (Reliance and Management, collectively, the “Replacement
Lenders”) have advised DBTC that they have entered into a Replacement Credit Agreement with Earle
M. Jorgensen Company pursuant to which Management has been appointed by the Replacement Lenders as
the “Revolver Agent” under (and as defined in) the Intercreditor Agreement;



     WHEREAS, in connection with termination of the Credit Agreement pursuant to the Termination
Agreement, Management wishes to assume all of DBTC’s obligations under the Intercreditor Agreement,
and DBTC wishes to assign to Management all of DBTC’s rights, and be released from all of DBTC’s
obligations, under the Intercreditor Agreement;



Agreement




     NOW, THEREFORE, in consideration of the foregoing and other valuable consideration given by
Reliance to DBTC, the receipt of which is hereby acknowledged, subject to the terms and conditions
stated in this Agreement:



     1. Assignment and Assumption. DBTC hereby irrevocably assigns, without representation
or warranty and without recourse, to Management all of DBTC’s rights (subject to the reinstatement
provisions of the Intercreditor Agreement and the Termination Agreement), and



 









 




delegates to Management all of DBTC’s obligations, under the Intercreditor Agreement, and
Management hereby accepts all of DBTC’s rights, and expressly assumes all of DBTC’s obligations,
under the Intercreditor Agreement.




     2. Effective Date. This Agreement shall be effective upon satisfaction of all of the
Payoff Conditions described in the Termination Agreement.



     3. Release from Obligations. Upon this Agreement becoming effective pursuant to
Paragraph 2 hereof DBTC shall automatically relinquish its rights and be released from its
obligations under the Intercreditor Agreement.



     4. Further Assistance. At any time and from time to time, the Parties hereto will
promptly execute and deliver any and all further instruments and documents and will take such
further action or actions as any of them may reasonably deem necessary to effect the purposes of
this Agreement.



     5. Binding Effect. This Agreement will be binding upon, and will inure to the benefit
of the Parties hereto and their respective successors and permitted assigns.



     6. No Rights in Third Parties. Nothing in this Agreement is intended to confer upon
any person or entity other than the Parties and their respective successors and assigns, any
rights, remedies, obligations or liabilities under or by reason of this Agreement.



     7. Governing Law. This Agreement is governed by and is to be construed and
interpreted in accordance with the laws of the State of New York, without regard to choice of law
principles or conflict of law rules.



     8. Modifications, Amendments, or Waivers. Except as otherwise provided herein,
provisions of this Agreement may be modified, amended or waived only by a written document
specifically identifying this Agreement and signed by a duly authorized executive officer of each
of the Parties.



     9. Counterparts. This Agreement may be executed in any number of separate
counterparts, all of which when executed and delivered shall be deemed to be one and the same
instrument.



     10. Notice to Trustee. Replacement Lenders agree that they will provide a copy of
this Agreement to the Trustee following this Agreement becoming effective pursuant to Paragraph 2
hereof.



(Signature Page Follows)





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     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by
their duly authorized representatives as of the date first above written.



	 	 	 	 	 
	DEUTSCHE BANK TRUST COMPANY AMERICAS,	 	 
	As Revolver Agent	 	 
	 
	 	 	 	 
	By:

	 	/s/ Marguerite Sutton	 	 
	 

	 	 	 	 
	 

	 	Marguerite Sutton	 	 
	 

	 	Director	 	 
	 
	 	 	 	 
	By:

	 	/s/ Carin Keegan	 	 
	 

	 	 	 	 
	 

	 	Carin Keegan	 	 
	 

	 	Vice President	 	 
	 
	 	 	 	 
	RELIANCE STEEL & ALUMINUM CO.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Karla Lewis	 	 
	 

	 	 	 	 
	 

	 	Karla Lewis	 	 
	 

	 	Executive Vice President and	 	 
	 

	 	Chief Financial Officer	 	 
	 
	 	 	 	 
	RSAC MANAGEMENT CORP.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Karla Lewis	 	 
	 

	 	 	 	 
	 

	 	Karla Lewis	 	 
	 

	 	Executive Vice President and	 	 
	 

	 	Chief Financial Officer	 	 






(Signature Page to Assignment and Assumption Agreement)




 









 








ANNEX A

LETTER AGREEMENT RE: TERMINATION OF DEUTSCHE BANK

CREDIT AGREEMENT