**Exhibit4.17**

 

**SECOND AMENDMENT TOSECOND AMENDED AND RESTATED CREDIT AGREEMENTAND CONSENTS**

 

This **SECOND AMENDMENT TO SECOND AMENDED ANDRESTATED CREDIT AGREEMENT AND CONSENTS** (this “Amendment”) isdated as of February 19, 2004, and entered into by and among **EARLE M. JORGENSEN HOLDING COMPANY, INC.**, a Delaware corporation (“Holding”), **EARLE M. JORGENSEN COMPANY**, a Delaware corporation (the “Borrower”),the banks and other financial institutions signatory hereto that areparties as Lenders to the Credit Agreement referred to below (the “Lenders”),and **DEUTSCHE BANK TRUST COMPANY AMERICAS** (formerly known as Bankers Trust Company),as agent for the Lenders (in such capacity, the “Agent”).

 

**Recitals**

** **

*Whereas,*the Borrower, Holding, theLenders, the Agent and Deutsche Bank Securities, Inc., as Lead Arranger andSole Book Runner, have entered into that certain Second Amended and RestatedCredit Agreement dated as of March 3, 1993, amended and restated as ofMarch 24, 1998 and further amended and restated as of April 12, 2002,as amended by that certain First Amendment to Second Amended and RestatedCredit Agreement and Consent dated as of May 22, 2002 (as so amended, the “CreditAgreement”; capitalized terms used in this Amendment without definitionshall have the meanings given such terms in the Credit Agreement); and

 

*Whereas,*Holding, the Borrower and its wholly-owned Subsidiary, EMJMetals LLC, have entered into an Agreement and Plan of Merger andReorganization, dated as of December 18, 2003, providing for the merger ofHolding with and into EMJ Metals LLC, with EMJ Metals LLC surviving and all ofthe shares of the capital stock of Holding converting into the right to receiveshares of common stock of the Borrower; and

 

*Whereas,*Holding and the holder of the Holding Notes and certain of Holding’sstockholders have entered into that certain Exchange Agreement, dated as ofDecember 18, 2003, providing for the exchange of all outstanding HoldingNotes, Holding PIK Notes and warrants for shares of the common stock of theBorrower; and

 

*Whereas,*the Borrower has requested that the Lenders agree to permitthe merger and the exchange of the Holding Notes, Holding PIK Notes andwarrants and to amend certain provisions of the Credit Agreement and theLenders are willing to agree to do so, subject to the conditions and on theterms set forth herein;

 

***Now Therefore,***in consideration of thepremises and the mutual agreements set forth herein, the Borrower, Holding, theLenders and the Agent agree as follows:

 

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# 1.                                       **CONSENT TO MERGERAND EXCHANGE OF HOLDING NOTES, HOLDING PIK NOTES AND WARRANTS. **By execution of this Amendment, each Lender herebyconsents to (a) the merger of Holding with and into EMJ Metals LLC on the termsset forth in the Agreement and Plan of Merger and Reorganization dated as ofDecember 18, 2003 and (c) the exchange of the Holding Notes, Holding PIKNotes and warrants for shares common stock of the Borrower on the terms setforth in the Exchange Agreement dated as of December 18, 2003, all notwithstandingthe restrictions contained in Sections 8.1 and 8.11 of the Credit Agreement.

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# 2.                                       **AMENDMENTS TO CREDIT AGREEMENT**. Subject to the conditions and on the terms set forth in this Amendmentand in reliance on the representations and warranties of the Borrower andHolding set forth in this Amendment, the Credit Agreement is hereby amended asfollows:

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## 2.1                                 ***Amendmentsto Definitions.***  Section 1.1 of the Credit Agreement isamended as follows:

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(a)                                  Thedefinitions of “Change of Control,” “Credit Parties,” “ESOP”,“Expiration Date”, “Fixed Charges”, “Guarantor” and “PermittedTransactions” are deleted in their entirety and replaced with thefollowing:

 

Change of Controlshall mean (x) a “Change of Control” (or any similar term) under and as definedin the Senior Secured Note Documents, (y) the direct or indirect acquisition byany Person, entity or “group” (as such term is defined in Section 13(d)(3)of the Securities Exchange Act of 1934 as amended (the “Exchange Act”))of beneficial ownership (as such term is defined in Rule 13d-3 promulgatedunder the Exchange Act) of 30% or more of the outstanding shares of votingstock of the Borrower or, prior to the Merger Effective Time, Holding, otherthan any such Person, entity or group which is the direct transferee of any ofthe voting stock of the Borrower or Holding from Kelso & Company and/or itsAffiliates, officers and employees of Holding or the Borrower and/or the ESOPso long as Kelso & Company and its Affiliates, officers and employees ofHolding or the Borrower and/or the ESOP which owned the voting stock on theRestatement Effective Date continue to own a majority of the voting stock ofthe Borrower or Holding, as the case may be, or (z) prior to the MergerEffective Time, Holding shall cease to own a majority of the Voting Stock ofthe Borrower.

 

Credit Parties shallmean, collectively, the Borrower, EMJ Metals and, prior to the Merger EffectiveTime, Holding..

 

ESOPshall mean (i) prior to the Merger Effective Time, The Earle M. JorgensenEmployee Stock Ownership Plan, as in effect on the Restatement Effective Date,and as amended to the extent required by applicable law and as required by theMerger Agreement and (ii) thereafter, the Earle M. Jorgensen Employee StockOwnership Plan, assumed by the Borrower, and as amended to the extent requiredby applicable law.

 

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Expiration Dateshall mean April 7, 2006.

 

Fixed Charges forany period shall mean the sum of (i) Interest Expense and (ii) any amounts thatthe Borrower is required by the DOL Consent Order or Section 9.8(a) of theMerger Agreement to pay to repurchase shares of its capital stock fromparticipants to whom such shares were distributed from the ESOP in excess ofthe fair market value of such shares as determined pursuant to the most recentannual ESOP appraisal.

 

Guarantorshall mean, prior to the Merger Effective Time, Holding in its capacity as theguarantor under Article 12 and thereafter shall mean EMJ Metals as thesuccessor by merger to Holding.

 

PermittedTransactions means: (i) reasonable and customary fees,compensation and benefits paid to officers, directors, employees or consultantsof the Borrower or any of its Subsidiaries or their respective Affiliates forservices rendered to the Borrower or any such Subsidiary in the ordinary courseof business consistent with past practice; (ii) transfers of goods and servicesby or among the Borrower and its Subsidiaries and their respective Affiliatesin the ordinary course of business on fair and reasonable terms, provided,that if any such transaction or series of related transactions involves paymentin excess of $3,000,000, the Board of Directors of the Borrower shall determinein good faith by resolution that such transaction is on terms fair and reasonableto the Borrower, (iii) Dividends permitted under Section 8.6; (iv) priorto the Merger Effective Time, transactions pursuant to the Holding ManagementAgreement (provided that the 5% service fee referred to in Section 5 ofthe Holding Management Agreement shall not exceed $200,000 per annum) and theTax Sharing Agreement; (v) any transactions between the Borrower or anySubsidiary and the ESOP and permitted under Sections 8.3 and 8.5; (vi)transactions between Holding, the Borrower or its Subsidiaries (other thanInsurance Sub) and Insurance Sub in connection with compliance by the Borrowerwith Section 7.10 and (vii) the Merger in accordance with the MergerAgreement and the exchange of common stock of the Borrower for the HoldingNotes, Holding PIK Notes and warrants in accordance with the ExchangeAgreement.

 

(2)                                  Thefollowing new definitions are inserted in proper alphabetical order:

 

BorrowerStockholders’ Agreement shall mean that certain Stockholders’Agreement, dated as of the Merger Effective Time, and any extension onsubstantially the same terms and conditions, among the Borrower, variousAffiliates of Kelso & Company, employee stockholders and other investorsnamed therein.

 

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DOL Consent Ordershall mean the Consent Order and Release dated January 27, 2003 inconnection with Civil Action No. SACV 02-257 DOL (MLGx).

 

EMJ Metalsshall mean EMJ Metals LLC, a Delaware limited liability company and aWholly-Owned Subsidiary of the Borrower.

 

Exchange Agreementshall mean that certain Exchange Agreement dated as of December 18, 2003among Holding, the Borrower, Kelso Investment Associates, L.P., Kelso EquityPartners II, L.P., KIA-III-Earle M. Jorgensen, L.P. and Kelso InvestmentAssociates IV, L.P.

 

Mergermeans the merger of Holding with and into EMJ Metals, with EMJ Metalssurviving, pursuant to the Merger Agreement.

 

Merger Agreementmeans that certain Agreement and Plan of Merger and Reorganization, dated as of****December 18,2003, by and among Holding, the Borrower and EMJ Metals.

 

MergerEffective Time shall mean the time of filing of a certificate of mergerwith the Secretary of State of the State of Delaware effecting the Merger.

 

ReorganizationDocuments shall mean the Merger Agreement, the ExchangeAgreement, the Borrower Stockholders’ Agreement and the Supplemental IndentureNo. 1 by and between the Borrower and The Bank of New York, as trustee.

 

Second Amendmentshall mean the Second Amendment to Second Amended and Restated Credit Agreementand Consents dated as of                       ,2004 by and among Holding, the Borrower, the Lenders and the Agent.

 

Second AmendmentEffective Date shall mean the date on which the SecondAmendment became effective in accordance with its terms.

 

## 2.2                                 ***Amendmentto Section 7.1 (Financial Information)***. Clause (a)(i) of Section 7.1 is deleted in its entirety.

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## 2.3                                 ***Amendmentto Section 8.1 (Consolidation, Merger, Sale or Purchase of Assets, etc).*** A new clause (e) is added to Section 8.1 of the Credit Agreement toread as follows:

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(e)            TheCredit Parties may effect the Merger.

 

## 2.4                                 ***Amendmentto Sections 8.2, , 8.3, 8.4 and 8.5***.*** ***Each of Sections 8.2., 8.3, 8.4 and 8.5 is amendedto delete the phrase “Holding will not, and will not permit any

 

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## of its Subsidiaries to” and toreplace it with “Prior to the Merger Effective Time, Holding will not, andafter the Merger Effective Time, the Borrower will not, nor will either of thempermit any Subsidiary to”.

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## 2.5                                 ***Amendmentsto Section 8.6 (Dividends).*** Section 8.6 of the Credit Agreement is amended to (i) insert at thebeginning of clause (b) “prior to the Merger Effective Time”;

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and (ii) add thefollowing new clauses (c) and (d):

 

(c)  the Borrower may acquire Holding Notes,Holding PIK Notes and warrants of Holding in exchange for the Borrower’s commonstock in accordance with the Merger Agreement and the Exchange Agreement;

 

(d)  after the Merger Effective Time, theBorrower may (i) repurchase shares of its capital stock as required pursuant tothe ESOP or pursuant to the Borrower Stockholders’ Agreement, providedthat the repurchase price therefor is available to the Borrower from the netproceeds of any benefits paid pursuant to the terms of any life insurance policiescovering certain participants in the ESOP and certain other executives of theBorrower, (ii) so long as no Default or Event of Default then exists, (A) paythe repurchase price payable to any officer or employee (or their estates) ofthe Borrower or any of its Subsidiaries upon death, disability or terminationof employment of such officers and employees to the extent provided by theterms of the Borrower Stockholders’ Agreement (including any extensionthereof); provided, however, that the aggregate amount of allsuch repurchases plus any purchases by Holding under Section 8.6(b)(iv)(A)above in any fiscal year of the Borrower shall not exceed $5,000,000, and (B)pay amounts to repurchase shares of its capital stock from participants to whomsuch shares were distributed from the ESOP as required under the ESOP and theMerger Agreement; provided, however, that any amounts that theBorrower is required by the DOL Consent Order or Section 9.8(a) of theMerger Agreement to pay in excess of the fair market value of such shares asdetermined pursuant to the most recent annual ESOP appraisal shall be treatedas a Fixed Charge.

 

## 2.6                                 ***Amendmentto Section 8.7 (Transactions with Affiliates).***** **Clause (vi) of Section 8.7 of the CreditAgreement is deleted in its entirety and replaced with the following

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(vi) cash contributionsby the Borrower and its Subsidiaries to the ESOP in an amount not to exceed 10%of their aggregate cash compensation to employees during any fiscal year plusany amounts reinvested by the ESOP prior to the Merger Effective Time incapital stock of Holding and contributed to the Borrower or, after the MergerEffective Time, in capital stock of the Borrower,

 

## 2.7                                 ***Amendmentto Section 8.8 (Changes in Business).*** A new clause (d) is added to Section 8.8 of the Credit Agreement toread as follows:

 

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(d)  EMJ Metals shall not engage in any business.

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## 2.8                                 ***Amendmentto Section 8.11 (Limitation on Voluntary Payments, etc.).***   Section 8.11 of the Credit Agreementis amended to (i)  delete clause(a)(ii)(z) in its entirety and replace it with the following:

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(a)(ii)(z)                                    anyprovision of its Certificate of Incorporation or By Laws relating to anypreferred or preference stock (other than the amendment and restatement of theCertificate of Incorporation effected at the Merger Effective Time to increasethe authorized capital stock) or the Shareholders’ Agreement (other than toterminate such Shareholders’ Agreement at the Merger Effective Time) or theBorrower Stockholders’ Agreement (without the consent of the Agent).

 

and (ii) to add thefollowing at the end of clause (b):

 

Notwithstanding theforegoing, the Holding Notes and Holding PIK Notes may be redeemed or acquiredsolely in exchange for the issuance of common stock of the Borrower inaccordance with the terms of the Exchange Agreement at the Merger EffectiveTime.

 

## 2.9                                 ***Amendmentto Section 11.5 (Notices).*** Section 11.5 of the Credit Agreement is amended to change theaddress and facsimile for notices to the Agent and the Lenders to:

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Deutsche Bank TrustCompany Americas

222 South Riverside Plaza

Floor 29SE

Chicago,IL 60606Attention:  Steven FriedlanderFacsimile:  312-537-1327

 

and for notices to theBorrower to:

 

Earle M. JorgensenCompany

10650 South AlamedaStreet

Lynwood, CA 90262

Attention:  William S. Johnson

Facsimile:  323-567-1034

 

# 3.                                       **REPRESENTATIONS AND WARRANTIES OF THE BORROWER ANDHOLDING. **In order to induce the Lenders andthe Agent to enter into this Amendment, the Borrower and Holding represent andwarrant to each Lender and the Agent that the following statements are true,correct and complete on the date hereof and will be true, correct and completeon the effective date of this Amendment:

 

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## 3.1                                 ***Powerand Authority.***  Each of the Credit Parties has all corporatepower and authority to enter into this Amendment and the ReorganizationDocuments and to carry out the transactions contemplated by, and to perform itsobligations under or in respect of, this Amendment, the Credit Agreement asamended hereby and the Reorganization Documents.

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## 3.2                                 ***CorporateAction.***  The execution and delivery of this Amendmentand the Reorganization Documents and the performance of the obligations of eachCredit Party under or in respect thereof and of the Credit Agreement as amendedhereby have been duly authorized by all necessary corporate action on the partof each of the Credit Parties.

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## 3.3                                 ***NoConflict or Violation or Required Consent or Approval.*** The execution and delivery of this Amendment and the ReorganizationDocuments and the performance of the obligations of each Credit Party under orin respect of this Amendment, the Credit Agreement as amended hereby and theReorganization Documents do not and will not conflict with or violate (a) anyprovision of the articles or certificate of incorporation or bylaws or othergoverning documents of any Credit Party, (b) any Requirement of Law, (c) anyorder, judgment or decree of any court or other governmental agency binding onany Credit Party or any of its Subsidiaries, or (d) any indenture, agreement orinstrument to which any Credit Party or any of its Subsidiaries is a party orby which any Credit Party or any of its Subsidiaries, or any property of any ofthem, is bound, and do not and will not require any consent or approval of anyPerson, except shareholder approval of the Merger Agreement and the ExchangeAgreement and the filing of the certificate to effect the Merger.

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## 3.4                                 ***Execution,Delivery and Enforceability.***  ThisAmendment, the Reorganization Documents and the Credit Agreement as amendedhereby have been duly executed and delivered by each Credit Party which is aparty thereto and are the legal, valid and binding obligations of such CreditParty, enforceable in accordance with their terms, except as enforceability maybe affected by applicable bankruptcy, insolvency, reorganization, moratoriumand similar laws of general application relating to or affecting the rights ofcreditors generally.

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## 3.5                                 ***NoDefault or Event of Default.*** No event has occurred and is continuing or willresult from the execution and delivery of this Amendment or the execution,delivery and performance of the Reorganization Documents that would constitutea Default or an Event of Default.

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## 3.6                                 ***NoMaterial Adverse Effect.***  No change ordevelopment which has had or is reasonably expected to have a Material AdverseEffect has occurred and is continuing.

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## 3.7                                 ***Representationsand Warranties.***  Each of the representations and warrantiescontained in the Credit Documents is and will be true and correct in allmaterial respects on and as of the date hereof and as of the effective date ofthis Amendment, except to the extent that such representations and warrantiesspecifically relate to an earlier date, in which case they were true, correctand complete in all material respects as of such earlier date.

 

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# 4.                                       **CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT. **This Amendment shall be effective only if and whensigned by, and when counterparts hereof shall have been delivered to the Agent(by hand delivery, mail or telecopy) by, the Borrower, Holding and RequiredLenders and only if and when each of the following conditions is satisfied:

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## 4.1                                 ***NoDefault or Event of Default; Accuracy of Representations and Warranties.*** No Default or Event of Defaultshall exist and each of the representations and warranties made by the CreditParties herein and in or pursuant to the Credit Documents shall be true andcorrect in all material respects as if made on and as of the date on which thisAmendment becomes effective (except that any such representation or warrantythat is expressly stated as being made only as of a specified earlier dateshall be true and correct as of such earlier date).

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## 4.2                                 ***ReorganizationDocuments. ***The Credit Parties shall haveentered into the Reorganization Documents, and received all consents andapprovals to effect the Merger and the exchange pursuant to the ExchangeAgreement.  Certified copies of theReorganization Documents and copies of such consents and approvals shall havebeen delivered to the Agent.

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## 4.3                                 ***Dissenters’Rights***.  Stockholders of Holding shall not haveexercised dissenters’ or appraisal rights with respect to shares of the capitalstock of Holding valued, in the aggregate, at more than $4,000,000 based on therespective values of each class of capital stock used to determine the mergerconsideration for Holding shares (namely $5.46 per share of common stock,$681.51 per share of Series A Preferred Stock and $1,027.96 per share of SeriesB Preferred Stock).

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## 4.4                                 ***Opinionof Counsel***.  If required by the Agent, the Borrower shallhave delivered to the Agent opinion(s) of counsel in form and substancesatisfactory to Agent and its counsel.

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## 4.5                                 ***ExpenseReimbursements.***  The Borrower shall have paid all expensereimbursements due to the Agent pursuant to Section 11.10 of the CreditAgreement.

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# 5.                                       **EFFECT OF THIS AMENDMENT. **Fromand after the date on which this Amendment becomes effective, all references inthe Credit Documents to the Credit Agreement shall mean the Credit Agreement asamended hereby.  Except as expresslyamended hereby or waived herein, the Credit Agreement and the other Credit Documents,including the Liens granted thereunder, shall remain in full force and effect,and are hereby ratified and confirmed.

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# 6.                                       **APPLICABLE LAW. **THE VALIDITY, INTERPRETATIONS ANDENFORCEMENT OF THIS AMENDMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTIONWITH THIS AMENDMENT, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE,SHALL BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAWSPROVISIONS OTHER THAN SECTION 5-1401

 

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OF THE NEW YORK GENERALOBLIGATIONS LAW) AND DECISIONS OF THE STATE OF NEW YORK.

 

# 7.                                       **COMPLETE AGREEMENT. **This Amendment sets forth thecomplete agreement of the parties in respect of any amendment to any of theprovisions of any Credit Document or any waiver thereof.

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# 8.                                       **CATCHLINES AND COUNTERPARTS. **Thecatchlines and captions herein are intended solely for convenience of referenceand shall not be used to interpret or construe the provisions hereof.  This Amendment may be executed by one ormore of the parties to this Amendment on any number of separate counterparts(including by telecopy), all of which taken together shall constitute but oneand the same instrument.

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[remainder of pageintentionally left blank]

 

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**IN WITNESS WHEREOF,**the parties hereto havecaused this Amendment to be duly executed by a duly authorized officer as ofthe date first above written.

 

 
|   | **EARLE M. JORGENSEN HOLDING****COMPANY,  INC..** |
|--------|---------------------------------------------------|
|   |                                              |
|   |                                              |
|   | By:                                               |   |   |
|   | Name:                                             |   |   |
|   | Title:                                            |   |   |
|   |                                              |
|   |                                              |
|   | **EARLE M. JORGENSEN COMPANY.**                   |
|   |                                              |
|   |                                              |
|   | By:                                               |   |   |
|   | Name:                                             |   |   |
|   | Title:                                            |   |   |
|        |                                                   |  |  |  |  |  |  |  |  |  |

 

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|   | **DEUTSCHE  BANK TRUST COMPANY  AMERICAS,** |
|--------|---------------------------------------------|
|   | as  Agent                                   |
|   |                                        |
|   |                                        |
|   | By:                                         |   |   |
|   | Name:                                       |   |   |
|   | Title:                                      |   |   |
|   |                                        |
|   |                                        |
|   | **DEUTSCHE  BANK TRUST COMPANY  AMERICAS,** |
|   | as a Lender                                 |
|   |                                        |
|   |                                        |
|   | By:                                         |   |   |
|   | Name:                                       |   |   |
|   | Title:                                      |   |   |
|        |                                             |  |  |  |  |  |  |  |  |  |  |  |

 

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|   | **THE CIT GROUP/BUSINESS CREDIT, INC.** |
|--------|-----------------------------------------|
|   | as a  Lender                            |
|   |                                    |
|   |                                    |
|   | By:                                     |   |   |
|   | Name:                                   |   |   |
|   | Title:                                  |   |   |
|        |                                         |  |  |  |  |  |  |

 

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|   | **CONGRESS FINANCIAL CORPORATION** |
|--------|------------------------------------|
|   | as a  Lender                       |
|   |                               |
|   |                               |
|   | By:                                |   |   |
|   | Name:                              |   |   |
|   | Title:                             |   |   |
|        |                                    |  |  |  |  |  |  |

 

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|   | **FLEET  CAPITAL CORPORATION,** |
|--------|---------------------------------|
|   | as a  Lender                    |
|   |                            |
|   |                            |
|   | By:                             |   |   |
|   | Name:                           |   |   |
|   | Title:                          |   |   |
|        |                                 |  |  |  |  |  |  |

 

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|   | **FOOTHILL CAPITAL CORPORATION,** |
|--------|-----------------------------------|
|   | as a  Lender                      |
|   |                              |
|   |                              |
|   | By:                               |   |   |
|   | Name:                             |   |   |
|   | Title:                            |   |   |
|        |                                   |  |  |  |  |  |  |

 

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|   | **GMAC COMMERCIAL CREDIT, LLC,** |
|--------|----------------------------------|
|   | as a  Lender                     |
|   |                             |
|   |                             |
|   | By:                              |   |   |
|   | Name:                            |   |   |
|   | Title:                           |   |   |
|        |                                  |  |  |  |  |  |  |

 

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|   | **LA SALLE NATIONAL BANK,** |
|--------|-----------------------------|
|   | as a  Lender                |
|   |                        |
|   |                        |
|   | By:                         |   |   |
|   | Name:                       |   |   |
|   | Title:                      |   |   |
|        |                             |  |  |  |  |  |  |

 

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|   | **MANUFACTURERS BANK,** |
|--------|-------------------------|
|   | as a  Lender            |
|   |                    |
|   |                    |
|   | By:                     |   |   |
|   | Name:                   |   |   |
|   | Title:                  |   |   |
|        |                         |  |  |  |  |  |  |

 

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|   | **THE PROVIDENT BANK,** |
|--------|-------------------------|
|   | as a  Lender            |
|   |                    |
|   |                    |
|   | By:                     |   |   |
|   | Name:                   |   |   |
|   | Title:                  |   |   |
|        |                         |  |  |  |  |  |  |

 

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