**Exhibit4.6**

 

**FOURTHAMENDMENT TO THE RESTRUCTURING AGREEMENT**

 

THIS FOURTH AMENDMENT TO THE RESTRUCTURING AGREEMENT(this “Fourth Amendment”) is made and entered into as of September 30, 2002,between Earle M. Jorgensen Holding Company, Inc., a Delaware corporation(“Holding”), and Kelso Investment Associates IV, L.P., a Delaware limitedpartnership (“KIA IV”).

 

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 AVariable Rate Senior Notes (the “Series A Notes”) and certain warrants for thepurchase of 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, the $25,000,000 dividend paid to Holding inconnection with the Offering constitutes Excess Cash Flow of Holding; and

 

WHEREAS, as of June 30, 2002, Holding and KIA IVentered into a Third Amendment to the Restructuring Agreement extending the duedate for any Excess Cash Flow payment in order to allow Holding to explorestrategic alternatives for itself and to retain the $25,000,000 dividend andany earnings thereon until October 1, 2002.

 

WHEREAS, Holding and KIA IV have agreed to furtherextend the due date for any Excess Cash Flow payment to January 1, 2003.

 

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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.             Extensionof Interest Payment Date.

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## 1.1.          Prepayment of Holding Notes.  Holding and KIA IV covenant and agree todiscuss the future application of the dividend received by Holding, includingthe possible application of all or a portion of such amount to the prepaymentof a portion of the Holding Notes and/or the payment of accrued interest on theHolding Notes.  Notwithstanding theforegoing, the application of such dividend will be in accordance with theterms of the Restructuring Agreement, as amended, unless KIA IV consents inwriting to a different application.

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## 1.2.          Retention of Dividend and Extensionof Interest Payment Date.  Holdingand KIA IV agree that Holding is entitled to retain the $25,000,000 dividendreceived by Holding in connection with the Offering until January 1, 2003promptly after which all such amounts will be applied as Excess Cash Flow to thepayment of interest unless otherwise agreed in writing by Holding and KIAIV.  Holding and KIA IV acknowledge andagree that the retention by Holding of the $25,000,000 dividend and the takingof any other actions contemplated by this Fourth Amendment shall not constitutean Event of Default under Section 11.1 of the Restructuring Agreement, asamended.

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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 a corporation duly organized,validly existing and in good standing under the laws of the State of Delawareand has all requisite corporate power and authority to own and operate itsproperties and to carry on its business as now conducted and as proposed to beconducted.

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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 Fourth Amendment and has taken all necessary corporate action toauthorize the transactions contemplated hereby and thereby.  This Fourth Amendment has been dulyauthorized, executed and delivered by Holding. This Fourth Amendment constitutes the legal, valid and bindingobligations of Holding, enforceable against Holding in accordance with itsterms.

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## 2.4.          No Violation; Conflicts.  The execution and delivery of this FourthAmendment and the performance by Holding of its terms will not (a) violate anylaw or regulation or any order or decree of any court or governmentalinstrumentality applicable to Holding or any of its subsidiaries; (b) conflictwith or constitute a material default under, or give rise to any right oftermination or acceleration under, any material indenture, mortgage, deed of

 

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trust or loan agreement, or any other material agreement, lease orother instrument, to which Holding or any of its subsidiaries is a party or bywhich any of their property or assets are bound or to which they may besubject; or (c) violate any provision of the Certificate of Incorporation orBy-Laws of Holding or any of its subsidiaries.

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## 2.5.          Governmental Consent.  No consent, approval or authorization of, ordeclaration or filing with, any Governmental Authority on the part of Holdingor any of its subsidiaries is required for the valid execution and delivery ofthis Fourth Amendment or the consummation of the transactions contemplated bythis Fourth Amendment.

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# 3.             Covenantsof Holding.  Holding will not,directly or indirectly, declare, pay or make any disposition, in whole or inpart, of the $25,000,000 without the prior written consent of KIA IV.

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# 4.             Parties.  This Fourth 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 thisFourth Amendment is intended or shall be construed to give any Person, otherthan the parties hereto, each subsequent holder of a Holding Note and theirrespective successors and assigns, any legal or equitable right, remedy orclaim under or in respect of this Fourth Amendment or any provisions hereincontained.  This Fourth Amendment andall conditions and provisions hereof are intended to be for the sole andexclusive benefit of the parties hereto, any subsequent holder of a HoldingNote and each of their respective successors and assigns, and for the benefitof no other Person.

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# 5.             Notices,Etc.  Except as otherwise providedin this Fourth Amendment and the Restructuring Agreement, notices and othercommunications under this Fourth Amendment and the Restructuring Agreementshall be in writing and shall be delivered by hand, or mailed certified orregistered mail with postage prepaid, or faxed, addressed, (a) if to Holding,c/o Earle M. Jorgensen Company, 3050 East Birch Street, Brea, California92821, fax number:  (714) 577-3765 tothe attention of Mr. William Johnson, Vice President and Chief FinancialOfficer, or at such other address or to the attention of such other officer asHolding shall have furnished to KIA IV in writing with a copy to Mark A.Conley, Katten Muchin Zavis Rosenman, 2029 Century Park East, Suite 2600, LosAngeles, California 90067, fax number:  (310) 712–8225 or (b) if to KIA IV, c/o Kelso &Company, Inc., 320 Park Avenue, 24th Floor, New York, New York 10022, faxnumber:  (212) 223-2379 to the attentionof Mr. Matelich with a copy to James Connors, 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 the attention of such other officer,as KIA IV shall have furnished to Holding in writing or (c) if to anyother holder of any Holding Note, at such address or such fax number as suchother holder shall have furnished to Holding in writing, or, until any suchother holder so furnishes to Holding an address or fax number, then to and atthe address of the last holder of such Holding Note who has furnished an addressto Holding.  Any notice so addressedshall be deemed to be given three Business Days after being mailed by certifiedor registered mail or on the next Business Day after being faxed.

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# 6.             FurtherAssurances.  At any time or fromtime to time upon the request of KIA IV, Holding shall execute and deliver, andshall cause its subsidiaries to execute and deliver,

 

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such further documents and do such other acts as KIA IV may reasonablyrequest in order to effect fully the purpose of this Fourth Amendment.

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# 7.             Miscellaneous.  This Fourth 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 Fourth 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 Fourth 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 Fourth Amendment.  This Fourth 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.             SavingsClause.  Except as amended herein,each provision of the Restructuring Agreement and the Stock Pledge Agreementand the Warrants shall continue valid, binding and in full force and effect.

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# 9.             Severability.  If any provision of this Fourth Amendmentshall be held invalid or unenforceable by any court of competent jurisdiction,the other provisions of this Fourth Amendment shall remain in full force andeffect.  Any provisions of this FourthAmendment 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 WITNESS WHEREOF, the undersigned have caused thisFourth Amendment to be duly executed as 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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