**Exhibit4.5**

 

**THIRDAMENDMENT TO THE RESTRUCTURING AGREEMENT**

 

THIS THIRD AMENDMENT TO THE RESTRUCTURING AGREEMENT(this “Third Amendment”) is made and entered into as of June 28, 2002, betweenEarle M. Jorgensen Holding Company, Inc., a Delaware corporation (“Holding”),and Kelso Investment Associates IV, L.P., a Delaware limited partnership (“KIAIV”).

 

WITNESSETH:

 

WHEREAS, Holding is the sole stockholder of Earle M.Jorgensen Company, a Delaware corporation (the “Company”);

 

WHEREAS, pursuant to that certain RestructuringAgreement, dated as of March 3, 1993 (the “Restructuring Agreement”) betweenHolding and KIA IV, KIA IV agreed to acquire from Holding, and Holding agreedto issue to KIA IV, $55,000,000 in aggregate principal amount of Series A VariableRate Senior Notes (the “Series A Notes”) and certain warrants for the purchaseof shares of common stock of Holding;

 

WHEREAS, pursuant to that certain Indenture, dated asof May 22, 2002 (the “Indenture”) between the Company and The Bank of New York**,**andas set forth in that certain Offering Circular of the Company, dated May 17,2002 (the “Offering”), the Company issued $250,000,000 in aggregate principalamount of its 93⁄4% Senior Secured Notes due 2012 (the “Senior Secured Notes”);

 

WHEREAS, the net proceeds of the Offering were used,among other things, to pay a dividend to Holding in the amount of $25,000,000to enable Holding to (x) pay principal and accrued interest on Holding’sindebtedness to KIA IV (the “Holding Notes”) and/or (y) to redeem or repurchasecapital stock of Holding, subject to the terms of the Restructuring Agreement.

 

WHEREAS, the Holding Notes provide that Holding shallapply all Excess Cash Flow to the payment of interest due under the outstandingHolding Notes if and to the extent that on any Interest Payment Date (asdefined in the Holding Notes) the aggregate interest payments due under theHolding Notes then outstanding exceeds the Excess Cash Flow of Holding for thepreceding six-month period, or in lieu thereof to issue an additional note (a“Secondary Note”) in an aggregate principal amount equal to the amount of suchexcess interest;

 

WHEREAS, July 1, 2002 is the next Interest PaymentDate on which Holding must apply any Excess Cash Flow to the payment ofinterest due on such date on the Holding Notes;

 

WHEREAS, the $25,000,000 dividend paid to Holding inconnection with the Offering constitutes Excess Cash Flow of Holding; and

 

WHEREAS, in order to allow Holding to explorestrategic alternatives for itself, Holding and KIA IV have agreed to defer thedue date for any Excess Cash Flow payment and allow Holding to retain the$25,000,000 dividend and any earnings thereon until October 1, 2002, whichactions shall not constitute an Event of Default under the terms of the HoldingNotes.

 

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NOW, THEREFORE, in consideration of the mutualpromises, covenants, representations and warranties made herein and of themutual benefits to be derived herefrom, the parties hereto agree as follows:

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# 1.             Issuance of the2002 Secondary Note and Extension of Interest Payment Date.

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## 1.1.          Issuanceof the 2002 Secondary Note.  Subjectto the terms and conditions hereof, on the next Interest Payment Date, Holdingshall issue and deliver to KIA IV a new Secondary Note, in the form attached tothe Second Amendment to the Restructuring Agreement dated as of May 22, 2002between Holding and KIA IV.

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## 1.2.          Prepaymentof Holding Notes.  Holding and KIAIV covenant and agree to discuss the future application of the dividendreceived by Holding, including the possible application of all or a portion ofsuch amount to the prepayment of a portion of the Holding Notes and/or thepayment of accrued interest on the Holding Notes.  Notwithstanding the foregoing, the application of such dividendwill be in accordance with the terms of the Restructuring Agreement, asamended, unless KIA IV consents in writing to a different application.

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## 1.3.          Retentionof Dividend and Extension of Interest Payment Date.  Holding and KIA IV agree that Holding isentitled to retain the $25,000,000 dividend received by Holding in connectionwith the Offering until October 1, 2002 promptly after which all such amountswill be applied as Excess Cash Flow to the payment of interest unless otherwiseagreed in writing by Holding and KIA IV.  Holding and KIA IV acknowledge and agree that the retention byHolding of the $25,000,000 dividend and the taking of any other actionscontemplated by this Third Amendment shall not constitute an Event of Default underSection 11.1 of the Restructuring Agreement, as amended.

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# 2.             Representationsand Warranties of Holding.  Holdingrepresents and warrants to KIA IV as follows:

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## 2.1.          Organization,Standing, Etc.  Holding is acorporation duly organized, validly existing and in good standing under thelaws of the State of Delaware and has all requisite corporate power andauthority to own and operate its properties and to carry on its business as nowconducted and as proposed to be conducted.

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## 2.2.          Qualification.  Holding is duly qualified and in goodstanding as a foreign corporation authorized to do business in eachjurisdiction (other than the jurisdiction of its incorporation) in which thenature of its activities or the character of the properties it owns or leasesmakes such qualification necessary.

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## 2.3.          Authorization.  Holding has the corporate power andauthority and the legal right to make, deliver and perform its obligationsunder this Third Amendment and has taken all necessary corporate action toauthorize the transactions contemplated hereby and thereby.  This Third Amendment has been dulyauthorized, executed and delivered by Holding. This Third Amendment constitutes the legal, valid and bindingobligations of Holding, enforceable against Holding in accordance with itsterms.

 

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## 2.4.          NoViolation; Conflicts.  The executionand delivery of this Third Amendment and the performance by Holding of itsterms will not (a) violate any law or regulation or any order or decree of anycourt or governmental instrumentality applicable to Holding or any of itssubsidiaries; (b) conflict with or constitute a material default under, or giverise to any right of termination or acceleration under, any material indenture,mortgage, deed of trust or loan agreement, or any other material agreement,lease or other instrument, to which Holding or any of its subsidiaries is aparty or by which any of their property or assets are bound or to which theymay be subject; or (c) violate any provision of the Certificate of Incorporationor By-Laws of Holding or any of its subsidiaries.

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## 2.5.          GovernmentalConsent.  No consent, approval orauthorization of, or declaration or filing with, any Governmental Authority onthe part of Holding or any of its subsidiaries is required for the validexecution and delivery of this Third Amendment or the consummation of thetransactions contemplated by this Third Amendment.

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# 3.             Covenants ofHolding.  Holding will not, directlyor indirectly, declare, pay or make any disposition, in whole or in part, ofthe $25,000,000 without the prior written consent of KIA IV.

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# 4.             Parties.  This Third Amendment shall inure to thebenefit of and be binding upon the parties hereto, each subsequent holder of aHolding Note and each of their respective successors and assigns.  Nothing expressed or mentioned in this ThirdAmendment is intended or shall be construed to give any Person, other than theparties hereto, each subsequent holder of a Holding Note and their respective successorsand assigns, any legal or equitable right, remedy or claim under or in respectof this Third Amendment or any provisions herein contained.  This Third Amendment and all conditions andprovisions hereof are intended to be for the sole and exclusive benefit of theparties hereto, any subsequent holder of a Holding Note and each of theirrespective successors and assigns, and for the benefit of no other Person.

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# 5.             Notices, Etc.  Except as otherwise provided in this ThirdAmendment and the Restructuring Agreement, notices and other communicationsunder this Third Amendment and the Restructuring Agreement shall be in writingand shall be delivered by hand, or mailed certified or registered mail withpostage prepaid, or faxed, addressed, (a) if to Holding, c/o Earle M.Jorgensen Company, 3050 East Birch Street, Brea, California 92621, faxnumber:  (714) 577-3765 to the attentionof Mr. William Johnson, Vice President and Chief Financial Officer, or at suchother address or to the attention of such other officer as Holding shall havefurnished to KIA IV in writing with a copy to Mark A. Conley, Katten MuchinZavis Rosenman, 2029 Century Park East, Suite 2600, Los Angeles, California90067, fax number:  (310) 712-8225or (b) if to KIA IV, c/o Kelso & Company, Inc., 320 Park Avenue, 24thFloor, New York, New York 10022, fax number: (212) 223-2379 to the attention of Mr. Matelich with a copy to JamesConnors, II, Kelso & Company, Inc., 320 Park Avenue, 24th Floor, New York,New York 10022, fax number: (212) 223-2379 or at such other address, or to theattention of such other officer, as KIA IV shall have furnished to Holding inwriting or (c) if to any other holder of any Holding Note, at such addressor such fax number as such other holder shall have furnished to Holding inwriting, or, until any such other holder so furnishes to Holding an address orfax number, then to and at the address of the last holder of such Holding Notewho has furnished an address to Holding. Any notice so addressed shall be deemed to be given three

 

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Business Days after being mailed by certified or registered mail or onthe next Business Day after being faxed.

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# 6.             Further Assurances.  At any time or from time to time upon therequest of KIA IV, Holding shall execute and deliver, and shall cause itssubsidiaries to execute and deliver, such further documents and do such otheracts as KIA IV may reasonably request in order to effect fully the purpose ofthis Third Amendment.

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# 7.             Miscellaneous.  This Third Amendment shall be binding uponand inure to the benefit of and be enforceable by the respective successors andassigns of the parties hereto, whether so expressed or not, and, in particular,shall inure to the benefit of and be enforceable by any holder or holders atthe time of the Holding Notes or any part thereof.  This Third Amendment shall be construed and enforced inaccordance with and governed by the law of the State of New York without regardto the conflicts of law rules of such state. The headings in this Third Amendment are for purposes of reference onlyand shall not limit or otherwise affect the meaning hereof.  Except as otherwise indicated, references toany “Section” mean a “Section” of this Third Amendment.  This Third Amendment may be executed in anynumber of counterparts, each of which shall be an original, but all of whichtogether shall constitute one instrument.

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# 8.             Savings Clause.  Except as amended herein, each provision ofthe Restructuring Agreement and the Stock Pledge Agreement and the Warrants shallcontinue valid, binding and in full force and effect.

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# 9.             Severability.  If any provision of this Third Amendmentshall be held invalid or unenforceable by any court of competent jurisdiction,the other provisions of this Third Amendment shall remain in full force andeffect.  Any provisions of this ThirdAmendment held invalid or unenforceable only in part or degree shall remain infull force and effect to the extent not held invalid or unenforceable.

 

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IN WITNESSWHEREOF, the undersigned have caused this Third Amendment to be duly executedas of the date first above written.

 
|   |   | EARLE M. JORGENSEN  HOLDING COMPANY,  INC., a Delaware corporation     |
|--------|--------|------------------------------------------------------------------------|
|   |   |                                                                   |   |
|   |   | By:                                                                    | /s/WILLIAM S. JOHNSON |   |   |
|   |   | Name:                                                                  | William S. Johnson |
|   |   | Its:                                                                   | Vice President, Chief  Financial Officer  and Secretary |
|   |   |                                                                   |   |
|   |   |                                                                   |   |
|   |   | KELSO INVESTMENT  ASSOCIATES IV, L.P., a  Delaware limited partnership |
|   |   |                                                                   |   |
|   |   | By:                                                                    | Kelso Partners IV,  L.P., a Delaware limited  partnership |
|   |   | Its:                                                                   | General Partner |
|   |   |                                                                   |   |
|   |   |                                                                   |   |
|   |   |                                                                   | By: | /s/DAVID I. WAHRHAFTIG |   |
|   |   |                                                                   | Name: | David I. Wahrhaftig |
|   |   |                                                                   | Its: | General Partner |
|        |        |                                                                        |  |  |  |  |  |  |  |

 

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