**Exhibit 10.4**

 

**THIRD AMENDMENT TO**

**STOCKHOLDERS AGREEMENT**

 

AMENDMENT,dated as of July 23, 1998, to the Stockholders Agreement (the “Agreement”),amended and restated as of September 14, 1990, among Earle M. Jorgensen HoldingCompany, Inc., a Delaware corporation (“Holding”), KIA III - Earle M.Jorgensen, L.P., a Delaware limited partnership, Kelso Equity Partners II,L.P., a Delaware limited partnership, and Kelso Investment Associates IV, L.P.,a Delaware limited partnership (collectively, the “Kelso Stockholders”), theOther Investors and the Management Stockholders, including Amendments, datedJanuary 20, 1992 and September 30, 1994. Capitalized terms used herein without definition shall have the meaningsassigned to such terms in the Agreement.

 

WHEREAS, theparties to the Agreement desire to amend the Agreement so that the Agreementwill not expire until March 24, 2008;

 

WHEREAS, theBoard of Directors of Holding and a majority of the Kelso Stockholders, theOther Investors and the Management Stockholders have approved this Amendment asrequired by Section 11 of the Agreement.

 

NOW,THEREFORE, the parties to the Agreement hereby agree as follows:

 

1.             Extension of Term.  (a) In Section 2.4 of the Agreement thewords “the tenth anniversary of the Closing” shall be deleted and replaced bythe words “March 24, 2008.”

 

(b)           In Section 3.4 of the Agreement thewords “the tenth anniversary of the Closing” shall be deleted and replaced bythe words “March 24, 2008.”

 

(c)           In Section 6.6 of the Agreement thewords “the tenth anniversary of the Closing” shall be deleted and replaced bythe words “March 24, 2008.”

 

(d)           In Section 7.1 of the Agreement thewords “the tenth anniversary of the Closing” shall be deleted and replaced bythe words “March 24, 2008.”

 

2.             Earle M. Jorgensen.  Section 2.5 of the Agreement shall beamended by adding the following sentence to the end of such section:

 

“In the event that Earle M. Jorgensen ceasesto serve Holding or its subsidiaries for any reason, Mr. Jorgensen or hisPermitted Transferees and Holding may negotiate and agree upon a repurchase byHolding of Mr. Jorgensen’s shares of Common Stock at a purchase price equal tothe then current Fair Market Value determined in accordance with Section 4.1.”

 

3.             Delivery to Parties.  Holding shall deliver a copy of thisAmendment to each party to the Agreement.

 

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4.             Survival of Agreement.  Except as expressly amended hereby, theAgreement shall continue in full force and effect in accordance with theprovisions thereof.

 

5.             Counterparts.  This Amendment may be executed incounterparts, each of which shall constitute an original, but all of which whentaken together shall constitute but one instrument.

 

IN WITNESSWHEREOF, the parties hereto have caused this Amendment to be duly executed by aduly authorized person, the individual whose name appears below or pursuant toa duly executed power of attorney.

 
|                      |   |   |   | EARLE M. JORGENSEN HOLDING COMPANY, INC. |
|---------------------------|--------|--------|--------|------------------------------------------|
|                      |   |   |   |                                     |   |   |
|                      |   |   |   |                                     |   |   |
| Date:  July 23, 1998 |   |   |   | By:                                      | /s/CHARLES  P. GALLOPO |   |
|                      |   |   |   |                                     | Name: | Charles P. Gallopo |
|                      |   |   |   |                                     | Title: | Vice President, Chief Financial Officer and  Secretary |
|                      |   |   |   |                                     |   |   |
|                      |   |   |   |                                     |   |   |
|                      |   |   |   | KIA III - EARLE M. JORGENSEN, L.P.       |
|                      |   |   |   |                                     |   |   |
|                      |   |   |   | By:                                      | Kelso Partners III, L.P., General Partner |
|                      |   |   |   |                                     |   |   |
|                      |   |   |   |                                     |   |   |
| Date:  July 23, 1998 |   |   |   | By:                                      | /s/DAVID I. WAHRHAFTIG |   |
|                      |   |   |   |                                     | Name: | David I. Wahrhaftig |
|                      |   |   |   |                                     | Title: | General Partner |
|                      |   |   |   |                                     |   |   |
|                      |   |   |   | KELSO INVESTMENT ASSOCIATES IV, L.P.     |
|                      |   |   |   |                                     |   |   |
|                      |   |   |   | By:                                      | Kelso Partners IV, L.P., General Partner |
|                      |   |   |   |                                     |   |   |
|                      |   |   |   |                                     |   |   |
| Date:  July 23, 1998 |   |   |   | By:                                      | /s/DAVID I. WAHRHAFTIG |   |
|                      |   |   |   |                                     | Name: | David I. Wahrhaftig |
|                      |   |   |   |                                     | Title: | General Partner |
|                           |        |        |        |                                          |  |  |  |  |  |  |

 

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|                      |   |   |   | KELSO EQUITY PARTNERS II, L.P.                                                                               |
|---------------------------|--------|--------|--------|--------------------------------------------------------------------------------------------------------------|
|                      |   |   |   |                                                                                                         |   |   |
|                      |   |   |   |                                                                                                         |   |   |
| Date:  July 23, 1998 |   |   |   | By:                                                                                                          | /s/DAVID I.  WAHRHAFTIG |   |
|                      |   |   |   |                                                                                                         | Name: | David I. Wahrhaftig |
|                      |   |   |   |                                                                                                         | Title: | General Partner |
|                      |   |   |   |                                                                                                         |   |   |
|                      |   |   |   | Management Stockholders owning a majority of the shares  of Common Stock held by the Management Stockholders |
|                      |   |   |   |                                                                                                         |   |   |
|                      |   |   |   |                                                                                                         |   |   |
| Date:  July 23, 1998 |   |   |   | By:                                                                                                          | /s/CHARLES P. GALLOPO |   |
|                      |   |   |   |                                                                                                         | Name: | Charles P. Gallopo |
|                      |   |   |   |                                                                                                         |   |   |
|                      |   |   |   | Other Investors owning a majority of the shares of  Common Stock held by the Other Investors                 |
|                      |   |   |   |                                                                                                         |   |   |
| Date:  July 23, 1998 |   |   |   | By:                                                                                                          | /s/CHARLES P. GALLOPO |   |
|                      |   |   |   |                                                                                                         | Name: | Charles P. Gallopo |
|                           |        |        |        |                                                                                                              |  |  |  |  |  |

 

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