**Exhibit4.3**

 

 

EXECUTION COPY

 

SECONDAMENDMENT

 

to the

 

RESTRUCTURINGAGREEMENT

 

between

 

EARLEM. JORGENSEN HOLDING COMPANY, INC.

 

and

 

KELSOINVESTMENT ASSOCIATES IV, L.P.

 

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Datedas of May 22, 2002

 

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Table of Contents

 
| 1.        | Cancellation  of the Existing Notes and Issuance of the New Holding Notes |
|-----------|---------------------------------------------------------------------------|
|      | 1.1.                                                                      | Cancellation of the  Existing Notes and Issuance of the New Notes |
|      | 1.2.                                                                      | Prepayment of Holding Notes |
|      |                                                                      |   |
| 2.        | Closing                                                                   |
|      |                                                                      |
| 3.        | Conditions to Closing                                                     |
|      | 3.1.                                                                      | Representations and  Warranties |
|      | 3.2.                                                                      | Performance;  No Default |
|      | 3.3.                                                                      | Compliance  Certificate |
|      | 3.4.                                                                      | Absence  of Litigation |
|      | 3.5.                                                                      | Indenture |
|      | 3.6.                                                                      | Proceedings |
|      |                                                                      |   |
| 4.        | Representations  and Warranties of Holding                                |
|      | 4.1.                                                                      | Organization, Standing, Etc |
|      | 4.2.                                                                      | Qualification |
|      | 4.3.                                                                      | Authorization |
|      | 4.4.                                                                      | No  Violation; Conflicts |
|      | 4.5.                                                                      | Governmental  Consent |
|      | 4.6.                                                                      | Compliance with  Margin Regulations |
|      |                                                                      |   |
| 5.        | Terms of New Notes, Etc                                                   |
|      | 5.1.                                                                      | Terms of New Notes |
|      |                                                                      |   |
| 6.        | Definitions                                                               |
|      |                                                                      |
| 7.        | Survival of  Representations and Warranties                               |
|      |                                                                      |
| 8.        | Parties                                                                   |
|      |                                                                      |
| 9.        | Notices, Etc                                                              |
|      |                                                                      |
| 10.       | Further  Assurances                                                       |
|      |                                                                      |
| 11.       | Miscellaneous                                                             |
|      |                                                                      |
| 12.       | Savings  Clause                                                           |
|      |                                                                      |
| 13.       | Severability                                                              |
|      |                                                                      |
| EXHIBITS  |
|      |
| Exhibit A | Form of Holding Note                                                      |
|           |                                                                           |  |  |

 

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**SECONDAMENDMENT TO THE RESTRUCTURING AGREEMENT**

 

THIS SECOND AMENDMENT TOTHE RESTRUCTURING AGREEMENT (this “Second Amendment”) is made and entered intoas of May 22, 2002, between Earle M. Jorgensen Holding Company, Inc., aDelaware corporation (“Holding”), and Kelso Investment Associates IV, L.P., aDelaware limited partnership (“KIA IV”).

 

WITNESSETH:

 

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

 

WHEREAS, pursuant to thatcertain Restructuring Agreement, dated as of March 3, 1993 (the “RestructuringAgreement”) between Holding and KIA IV, KIA IV agreed to acquire from Holding,and Holding agreed to issue to KIA IV, $55,000,000 in aggregate principalamount of Series A Variable Rate Senior Notes (the “Series A Notes”) andcertain warrants for the purchase of shares of common stock of Holding;

 

WHEREAS, pursuant to thatcertain Indenture, dated as of March 24, 1998 (the “Prior Indenture”) betweenthe Company and the United States Trust Company of New York, and as set forthin that certain Offering Memorandum of the Company, dated March 19, 1998 (the“Prior Offering”), the Company issued $105,000,000 in aggregate principalamount of 9.5% Senior Notes due 2005 (the “Old Senior Notes”);

 

WHEREAS, concurrentlywith the closing of the Prior Offering, the Company entered into (i) theSpecial Term Loan Agreement (as hereinafter defined) pursuant to which theCompany borrowed $100,000,000, and (ii) the Amended and Restated CreditAgreement (as hereinafter defined) pursuant to which the Company refinanced itsexisting credit facility providing up to $220,000,000 in revolving credit andletter of credit availability;

 

WHEREAS, the Company useda portion of the net proceeds of the Prior Offering, and borrowings under theSpecial Term Loan Agreement and the Amended and Restated Credit Agreement, topay a dividend to Holding in the amount of $45,419,439.60, thereby enablingHolding to make a prepayment of a portion of the Series A Notes and to make apayment of unpaid interest accrued from January 1, 1998 to the March 24, 1998on the Series A Notes;

 

WHEREAS, concurrent withHolding’s redemption of such Series A Notes and its payment of such accrued andunpaid interest, Holding and KIA IV agreed, pursuant to that certain Amendmentto the Restructuring Agreement, dated as of March 24, 1998 (the “FirstAmendment”), to extend the maturity of the remaining Series A Notes to March20, 2006 and issued new notes in replacement thereof (the “Existing HoldingNotes”) and to make such other incidental amendments to the RestructuringAgreement as were necessary for the Company to comply with the terms of theIndenture, the Special Term Loan Agreement and the Amended and Restated CreditAgreement.

 

WHEREAS, pursuant to thatcertain Indenture, dated as of May 22, 2002 (the “Indenture”) between theCompany and The Bank of New York**,**and as set forth in that certain 

 

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Offering Circularof the Company, dated May 17, 2002 (the “Current Offering”), the Companyintends to issue $250,000,000 in aggregate principal amount of its 9 3⁄4% SeniorSecured Notes due 2012 (the “Senior Secured Notes”);

 

WHEREAS, the net proceedsof the Current Offering will be used to provide for (i) the redemption of$105,000,000 in aggregate principal amount of the outstanding Old Senior Notestogether with premium and accrued interest thereon to the date of redemption,(ii) the payment of $96,000,000 in aggregate principal amount of the SpecialTerm Loan, plus accrued interest and (iii) pay a dividend to Holding in theamount of $25,000,000 to enable Holding to (x) possibly pay principal andaccrued interest on its Existing Holding Notes (which were issued as interestpaid in kind on the Existing Holding Notes and are to be exchanged for the NewNotes (as defined below)), and/or (y) to redeem or repurchase capital stock ofHolding, subject to the terms of the Restructuring Agreement.

 

NOW, THEREFORE, inconsideration of the mutual promises, covenants, representations and warrantiesmade herein and of the mutual benefits to be derived herefrom, the partieshereto agree as follows:

 

# 1.                                       Cancellationof the Existing Notes and Issuance of the New Holding Notes.

#  

## 1.1.                              Cancellation of the Existing Notesand Issuance of the New Notes. Subject to the terms and conditions hereof, at the Closing:

##  

### (a)                                  KIAIV shall deliver to Holding all of the then outstanding Existing Holding Notes,free and clear of any Lien, and Holding shall cancel all such Existing HoldingNotes; and

###  

### (b)                                 Holdingshall issue and deliver to KIA IV $178,481,266.68 in aggregate principal amountof new notes, substantially in the form of the note attached hereto as ExhibitA (the “Holding Note”), dated as of the Closing Date and registered in thename of KIA IV (or in the name of its nominee).  (Holding Note No. R-22 and Holding Note No. R-23, insubstantially the form attached hereto as Exhibits B and C,respectively, together with any Secondary Notes (as defined), shall hereinafterbe referred to as the “New Notes”).

###  

## 1.2.                              Prepayment of Holding Notes.  Holding and KIA IV covenant and agree todiscuss the application of the dividend received by Holding, including thepossible application of all or a portion of such amount to the prepayment of aportion of the New Notes and/or the payment of accrued interest or the NewNotes.  Notwithstanding the foregoing,the application of such dividend will be in accordance with the terms of theRestructuring Agreement unless KIA IV consents in writing to a different application.

##  

# 2.                                       Closing.  Theclosing of the transactions described in Section 1 (the “Closing”) shall takeplace at the offices of Kelso & Company, 320 Park Avenue, 24th Floor, NewYork, New York 10022, at 10:00 a.m., Eastern Standard Time, on May 22, 2002 orat such other place, time or date as may be mutually agreed upon by the partieshereto (the “Closing Date”).

#  

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# 3.                                       Conditions toClosing.  Theobligation of KIA IV to consummate the transactions contemplated hereby issubject to the fulfillment to its satisfaction, prior to or at the Closing, ofthe following conditions:

#  

## 3.1.                              Representations and Warranties.  The representations and warranties ofHolding contained in this Second Amendment and those otherwise made in writingby or on behalf of Holding in connection with the transactions contemplated bythis Second Amendment shall be correct on and as of the date hereof and shallbe repeated and shall be true and correct on and as of the Closing Date withthe same effect as though made on and as of such date.

##  

## 3.2.                              Performance; No Default.  Holding shall have performed and compliedwith all agreements and conditions contained in this Second Amendment requiredto be performed or complied with by it prior to or at the Closing and at thetime of the Closing no Default shall have occurred and be continuing.

##  

## 3.3.                              Compliance Certificate.  Holding shall have delivered to KIA IV anOfficers’ Certificate, dated as of the Closing Date, certifying that theconditions specified in Sections 3.1 and 3.2 have been fulfilled.

##  

## 3.4.                              Absence of Litigation.  No litigation or proceeding shall exist withrespect to any of the aforementioned agreements or this Second Amendment or anyother agreements, documents or transactions related thereto or hereto, whichwould in the opinion of KIA IV be reasonably likely to have a material adverseeffect on the ability of Holding to perform its obligations under this SecondAmendment or the New Notes or on the validity or enforceability of this SecondAmendment or the New Notes.

##  

## 3.5.                              Indenture. KIA IV shall be reasonably satisfied with the terms of theIndenture.  The Indenture shall havebeen duly executed and delivered by all parties thereto and there shall not existany default or event of default thereunder.

##  

## 3.6.                              Proceedings. All corporate and other proceedings taken or to be taken in connectionwith the transactions contemplated hereby and all documents incident theretoshall be satisfactory in form and substance to KIA IV and its counsel, and KIAIV shall have received such other documents relating thereto as KIA IV mayreasonably request.

##  

# 4.                                       Representations and Warranties of Holding.  Holdingrepresents and warrants to KIA IV as follows:

#  

## 4.1.                              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.

##  

## 4.2.                              Qualification. Holding is duly qualified and in good standing as a foreign corporationauthorized to do business in each jurisdiction (other than the jurisdiction ofits incorporation) in which the nature of its activities or the character ofthe properties it owns or leases makes such qualification necessary.

 

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## 4.3.                              Authorization. Holding has the corporate power and authority and the legal right tomake, deliver and perform its obligations under this Second Amendment and theNew Notes and has taken all necessary corporate action to authorize thetransactions contemplated hereby and thereby. This Second Amendment has been, and on or prior to the Closing Date theNew Notes shall have been, duly authorized, executed and delivered byHolding.  This Second Amendmentconstitutes, and when executed and delivered the New Notes shall constitute,legal, valid and binding obligations of Holding, enforceable against Holding inaccordance with their respective terms.

##  

## 4.4.                              No Violation; Conflicts.  The execution and delivery of this SecondAmendment and the New Notes and the performance by Holding of their respectiveterms will not (a) violate any law or regulation or any order or decree of anycourt or governmental instrumentality applicable to Holding or any of theSubsidiaries; (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 the 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 ofIncorporation or By-Laws of Holding or any of the Subsidiaries.

##  

## 4.5.                              Governmental Consent.  No consent, approval or authorization of, ordeclaration or filing with, any Governmental Authority on the part of Holdingor any of the Subsidiaries is required for the valid execution and delivery ofthis Second Amendment, the New Notes, the valid offer and issuance of the NewNotes pursuant to this Second Amendment or the consummation of the transactionscontemplated by this Second Amendment or the New Notes.

##  

## 4.6.                              Compliance with Margin Regulations.  The issuance of the New Notes hereunder andthe consummation of the transactions contemplated hereby will not violate or beinconsistent with Regulation G, T, U or X of the Board of Governors of theFederal Reserve System or any other regulation of such Board of Governors.

##  

# 5.                                       Terms of New Notes,Etc.

#  

## 5.1.                              Terms of New Notes.  The terms of the New Notes, including the payments required uponthe maturity thereof, the interest rates applicable thereon, and mandatory andoptional prepayments with respect thereto, are contained in the form of suchNew Notes set forth in Exhibit A.

##  

# 6.                                       Definitions.  The definitions contained in Section 12 ofthe Restructuring Agreement are supplemented and amended as follows:

#  

“**Second Amended and Restated CreditAgreement**” refers to the Second Amended and Restated CreditAgreement, dated as of March 3, 1993, amended and restated as of March 24,1998 and further amended and restated as of April 12, 2002, among Holding, theCompany, various financial institutions specified therein, and Bankers TrustCompany, as agent, and Deutsche Bank Securities, Inc. as lead arranger and solebook runner, and all security agreements and ancillary agreements referred totherein, in each case as such agreements may be amended, restated, supplementedor otherwise modified from time to time, including any 

 

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amendmentextending the maturity of or effecting a refinancing or restructuring of theindebtedness of the Company thereunder.

 

“**Indenture**” refers to theIndenture, dated as of May 22, 2002, between the Company and The Bank of NewYork, as specified in the third recital to this Second Amendment.

 

“**New Notes**” refers to HoldingNote No. R-22, Holding Note No. R-23 and the Secondary Notes, as specified inSection 1.1.

 

“**Second Amendment**” refers tothis Second Amendment to the Restructuring Agreement, together with allexhibits hereto, as amended from time to time.

 

“**Special Term Loan Agreement**”refers to the Special Term Loan Agreement, dated as of March 24, 1998, amongthe Company, DLJ Capital Funding, Inc., as syndication agent, and FleetNational Bank, as administrative agent, and the lenders party thereto, and allsecurity agreements and ancillary agreements referred to therein, in each caseas such agreements may be amended, restated, supplemented or otherwise modifiedfrom time to time.

 

# 7.                                       Survivalof Representations and Warranties.  All representations and warranties containedin this Second Amendment or made in writing by or on behalf of Holding inconnection with the transactions contemplated by this Second Amendment shallsurvive the execution and delivery of this Second Amendment, any investigationat any time made by KIA IV or on KIA IV’s behalf, the issuance of the New Notesto KIA IV under this Second Amendment and any disposition or payment of the NewNotes.  All statements contained in anycertificate or other instrument delivered by or on behalf of Holding pursuantto this Second Amendment or in connection with the transactions contemplated bythis Second Amendment shall be deemed representations and warranties of Holdingunder this Second Amendment.

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# 8.                                       Parties.  ThisSecond Amendment shall inure to the benefit of and be binding upon the partieshereto, each subsequent holder of a New Note and each of their respectivesuccessors and assigns.  Nothingexpressed or mentioned in this Second Amendment is intended or shall beconstrued to give any Person, other than the parties hereto, each subsequentholder of a New Note and their respective successors and assigns, any legal orequitable right, remedy or claim under or in respect of this Second Amendmentor any provisions herein contained.  ThisSecond Amendment and all conditions and provisions hereof are intended to befor the sole and exclusive benefit of the parties hereto, any subsequent holderof a New Note and each of their respective successors and assigns, and for thebenefit of no other Person.

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# 9.                                       Notices, Etc.  Except as otherwise provided inthis Second Amendment and the Restructuring Agreement, notices and othercommunications under this Second 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, California92621, 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, 

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# fax number:  (310) 712-8225 or (b) if to KIA IV, c/oKelso & Company, Inc., 320 Park Avenue, 24th Floor, New York, New York10022, fax number:  (212) 223-2379 tothe attention of Mr. Matelich with a copy to James Connors, II, Kelso &Company, Inc., 320 Park Avenue, 24th Floor, New York, New York 10022, faxnumber: (212) 223-2379 or at such other address, or to the attention of suchother officer, as KIA IV shall have furnished to Holding in writing or (c) ifto any other holder of any New 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 New Note who has furnished an address toHolding.  Any notice so addressed shallbe deemed to be given three Business Days after being mailed by certified orregistered mail or on the next Business Day after being faxed.

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# 10.                                 Further Assurances.  At any time or from time to timeupon the request of KIA IV, Holding shall execute and deliver, and shall causethe Subsidiaries to execute and deliver, such further documents and do suchother acts as KIA IV may reasonably request in order to effect fully thepurpose of this Second Amendment and the New Notes and to provide for paymentwith respect to the New Notes in accordance with the terms of this SecondAmendment and the New Notes.

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# 11.                                 Miscellaneous.  This Second 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 New Notes or any part thereof. This Second Amendment and the New Notes shall be construed and enforcedin accordance with and governed by the law of the State of New York withoutregard to the conflicts of law rules of such state.  The headings in this Second Amendment are for purposes ofreference only and shall not limit or otherwise affect the meaning hereof.  Except as otherwise indicated, references toany “Section” mean a “Section” of this Second Amendment.  This Second 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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# 12.                                 Savings Clause.  Except as amended herein, each provision ofthe Restructuring Agreement and the Stock Pledge Agreement and the Warrantsshall continue valid, binding and in full force and effect and the New Notesshall be entitled to the full benefit and protection of the Stock PledgeAgreement.

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# 13.                                 Severability.  If any provision of this Second Amendmentshall be held invalid or unenforceable by any court of competent jurisdiction,the other provisions of this Second Amendment shall remain in full force andeffect.  Any provisions of this SecondAmendment 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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# 6

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IN WITNESS WHEREOF, theundersigned have caused this Second Amendment to be duly executed as of thedate 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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Exhibit A

 

Form of Holding Note

 

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ExhibitB

 

NewHolding Note R-22

 

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ExhibitC

 

NewHolding Note R-23

 

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