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                                                                    Exhibit 4.19

                                  $250,000,000

                           EARLE M. JORGENSEN COMPANY

                      9 3/4% Senior Secured Notes Due 2012

                               PURCHASE AGREEMENT

                                                                    May 17, 2002



Credit Suisse First Boston Corporation
Deutsche Bank Securities Inc.
J.p. Morgan Securities Inc.
  As Representatives of the Several Purchasers,
    c/o Credit Suisse First Boston Corporation,
            Eleven Madison Avenue,
               New York, N.Y. 10010-3629


Dear Sirs:

     1. Introductory. Earle M. Jorgensen Company, a Delaware corporation (the
"Company"), proposes, subject to the terms and conditions stated herein, to
issue and sell to the several initial purchasers named in Schedule A hereto (the
"Purchasers"), U.S. $250,000,000 principal amount of its 9 3/4% senior secured
notes due 2012 ("Offered Securities") to be issued under an indenture, dated as
of May 22, 2002 (the "Indenture"), between the Company and Bank of New York, as
Trustee. The Company is a wholly owned subsidiary of Earle M. Jorgensen Holding
Company, Inc. (the "Holding Company"). The United States Securities Act of 1933
is herein referred to as the "Securities Act."

     Holders (including subsequent transferees) of the Offered Securities will
have the registration rights set forth in the registration rights agreement (the
"Registration Rights Agreement"), to be dated the Closing Date (as hereinafter
defined), in substantially the form of Exhibit I hereto, for so long as such
Offered Securities constitute "Transfer Restricted Securities" (as defined in
the Registration Rights Agreement). Pursuant to the Registration Rights
Agreement, the Company will agree to file with the Securities and Exchange
Commission (the "Commission") under the circumstances set forth therein, (i) a
registration statement under the Securities Act (the "Exchange Offer
Registration Statement") relating to the Company's 9 3/4% senior secured notes
in a like aggregate principal amount as the Company issued under the Indenture,
identical in all material respects to the Initial Securities and registered
under the Securities Act (the "Exchange Securities"), to be offered in exchange
for the Offered Securities (such offer to exchange being referred to as the
"Exchange Offer") and (ii) a shelf registration statement pursuant to Rule 415
under the Securities Act (the "Shelf Registration Statement" and, together with
the Exchange Offer Registration Statement, the "Registration Statements")
relating to the resale by certain holders of the Offered Securities and to use
its best efforts to cause such Registration Statements to be declared and remain
effective and usable for the periods specified in the Registration Rights
Agreement and the

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Company will agree to consummate the Exchange Offer. The Offered Securities and
the Exchange Securities are referred to collectively as the "Securities".

     On the Closing Date, the Company will enter into the "Security Documents"
(as defined in the Indenture), which will provide for the grant of Liens on all
of the right, title and interest of the Company in the "Collateral" (as defined
in the Indenture) to the Trustee, as secured party for itself and for the
benefit of the holders of the Securities (the "Secured Parties"). The Liens will
secure the payment and performance when due of all of the obligations of the
Company under the Indenture. On the Closing Date, the Holding Company, the
Company and the other parties to the Second Amended and Restated Credit
Agreement, dated as of April 12, 2002, will enter into an amendment thereto (the
"Bank Amendment," and together with any documents executed in connection
therewith, the "Bank Amendment Documents"). In addition, on the Closing Date,
the Trustee and Deutsche Bank Trust Company Americas, in its capacity as agent
for itself and the other lenders party to the Bank Credit Facility, will enter
into an intercreditor agreement (the "Intercreditor Agreement," and, together
with the Registration Rights Agreement, the Security Documents and the Bank
Amendment Documents, the "Additional Documents"). Capitalized terms used herein
but not defined have the meaning given to such terms in the Indenture.

     The Company hereby agrees with the several Purchasers as follows:

     2. Representations and Warranties of the Company. The Company represents
and warrants to, and agrees with, the several Purchasers that:

          (a) A preliminary offering circular and an offering circular relating
     to the Offered Securities to be offered by the Purchasers have been
     prepared by the Company. Such preliminary offering circular (the
     "Preliminary Offering Circular") and offering circular (the "Offering
     Circular"), as supplemented as of the date of this Agreement, together with
     the documents listed in Schedule B hereto are hereinafter collectively
     referred to as the "Offering Document". The Preliminary Offering Circular
     as of its date did not, the Offering Circular as of the date hereof does
     not, and the Offering Document as of the Closing Date will not, include any
     untrue statement of a material fact or omit to state any material fact
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading. The preceding
     sentence does not apply to statements in or omissions from the Offering
     Document based upon written information furnished to the Company by any
     Purchaser through Credit Suisse First Boston Corporation ("CSFBC")
     specifically for use therein, it being understood and agreed that the only
     such information is that described as such in Section 7(b) hereof. Except
     as disclosed in the Offering Document, on the date of this Agreement, the
     Company's Annual Report on Form 10-K most recently, if any, filed with the
     Securities and Exchange Commission (the "Commission") and all subsequent
     reports (collectively, the "Exchange Act Reports") which have been filed by
     the Company with the Commission or sent to shareholders pursuant to the
     Securities Exchange Act of 1934 (the "Exchange Act") do not include any
     untrue statement of a material fact or omit to state any material fact
     necessary to make the statements therein, in the light of the circumstances
     under which they were made, not misleading. Such documents, when they were
     filed with the Commission, conformed in all material respects to the
     requirements of the Exchange Act and the rules and regulations of the
     Commission thereunder.

          (b) The Company has been duly incorporated and is an existing
     corporation in good standing under the laws of the State of Delaware, with
     the requisite corporate power and authority to own its properties and
     conduct its business as described in the Offering Document; and the Company
     is duly qualified to do business as a foreign corporation in good standing
     in all other jurisdictions in which its ownership or lease of property or
     the conduct of its business requires such qualification, except where the
     failure to be so qualified would not, singularly or in the aggregate, have
     a material

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          adverse effect on the condition (financial or other), business,
          properties, or results of operations of the Company and its
          subsidiaries taken as a whole (a "Material Adverse Effect").

               (c) The Company has an authorized capitalization as set forth in
          the Preliminary Offering Circular and the Offering Circular under the
          heading "Capitalization."

               (d) Each subsidiary of the Company has been duly incorporated and
          is an existing corporation in good standing under the laws of the
          jurisdiction of its incorporation, with the requisite corporate power
          and authority to own its properties and conduct its business as
          described in the Offering Document; and each subsidiary of the Company
          is duly qualified to do business as a foreign corporation in good
          standing in all other jurisdictions in which its ownership or lease of
          property or the conduct of its business requires such qualification,
          except where the failure to be so qualified would not, singularly or
          in the aggregate, have a Material Adverse Effect; all of the issued
          and outstanding capital stock of each subsidiary of the Company has
          been duly authorized and validly issued, is fully paid and
          nonassessable; and the capital stock of each subsidiary owned by the
          Company, directly or through subsidiaries, is owned free from Liens,
          other than as described in the Offering Document. The entities listed
          on Schedule C hereto are the only subsidiaries, direct or indirect, of
          the Company.

               (e) The Holding Company has been duly organized, is validly
          existing as a corporation in good standing under the laws of the State
          of Delaware and does not engage in any business or investment
          activities other than owning 100% of the issued and outstanding
          capital stock of the Company and supplying management services to the
          Company pursuant to the terms of the Management Agreement, as
          described in the Offering Circular.

               (f) The Indenture has been duly authorized; the Offered
          Securities have been duly authorized; and when the Offered Securities
          are delivered and paid for pursuant to this Agreement on the Closing
          Date (as defined below), the Indenture will have been duly executed
          and delivered, such Offered Securities will have been duly executed,
          authenticated, issued and delivered and will conform to the
          description thereof contained in the Offering Document and the
          Indenture and such Offered Securities will constitute valid and
          legally binding obligations of the Company, enforceable in accordance
          with their terms, subject to bankruptcy, insolvency, fraudulent
          transfer, reorganization, moratorium and similar laws of general
          applicability relating to or affecting creditors' rights and to
          general equity principles. On the Closing Date, the Indenture will
          conform in all material respects to the requirements of the Trust
          Indenture Act of 1939, as amended (the "TIA" or "Trust Indenture
          Act"), and the rules and regulations of the Commission applicable to
          an indenture which is qualified thereunder.

               (g) Except as disclosed in the Offering Document, there are no
          contracts, agreements or understandings between the Company and any
          person that would give rise to a valid claim against the Company or
          any Purchaser for a brokerage commission, finder's fee or other like
          payment.

               (h) On the Closing Date, the Exchange Securities will have been
          duly authorized by the Company; and when the Exchange Securities are
          issued, executed and authenticated in accordance with the terms of the
          Exchange Offer and the Indenture, the Exchange Securities will be
          entitled to the benefits of the Indenture and will be the valid and
          legally binding obligations of the Company, enforceable against the
          Company in accordance with their terms, subject to bankruptcy,
          insolvency, fraudulent transfer, reorganization, moratorium and
          similar laws of general applicability relating to or affecting
          creditors' rights and to general equity principles.

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               (i) The Additional Documents have been duly authorized by the
          Holding Company and the Company party thereto and, on the Closing
          Date, will have been duly executed and delivered by the Holding
          Company and the Company party thereto. When the Additional Documents
          have been duly executed and delivered, each will be a valid and
          binding agreement of the Holding Company and the Company party
          thereto, enforceable against the Holding Company and the Company party
          thereto in accordance with its terms, subject to bankruptcy,
          insolvency, fraudulent transfer, reorganization, moratorium and
          similar laws of general applicability relating to or affecting
          creditors' rights and to general equity principles. On the Closing
          Date, the Additional Documents will conform in all material respects
          to the description thereof in the Offering Circular.

               (j) Upon: (i) execution and delivery of the Security Documents
          and the issuance of the Offered Securities; and (ii) completion of the
          filings or recordings necessary to perfect the Liens granted under the
          Security Documents, the Security Documents will create, in favor of
          the Secured Parties, legal, valid, and enforceable Liens on all of the
          right, title and interest of the Company in the Collateral. As of the
          Closing Date, such Liens will be valid and perfected to the extent
          that such security interests can be perfected by such filings and
          recordings, and will be subject to no Liens and no arrangements having
          the effect of a Lien (or agreement to enter into any of the
          foregoing), other than: (x) the security interests granted under the
          Security Documents; and (y) Permitted Liens.

               (k) The Mortgages will be effective to grant a legal, valid and
          enforceable mortgage lien on all of the mortgagor's right, title and
          interest in the Mortgaged Properties. When the Mortgages are duly
          recorded in the proper recorders' offices and the mortgage recording
          fees and taxes in respect thereof are paid and compliance is otherwise
          had with the formal requirements of state law applicable to the
          recording of real estate mortgages generally, each such Mortgage shall
          constitute a validly perfected, first-priority security interest in
          the related Mortgaged Property, for the ratable benefit of the holders
          of the Offered Securities, subject only to the encumbrances and
          exceptions to title expressly set forth therein and except as: (A)
          enforceability may be limited by bankruptcy, insolvency, fraudulent
          transfer, reorganization, moratorium and similar laws of general
          applicability relating to or affecting creditors' rights and to
          general equity principles; and (B) the priority is subject to
          Permitted Liens.

               (l) To the Company's knowledge, the Mortgaged Properties under
          the Mortgages and the buildings and improvements thereon comply in all
          material respects with all applicable setback requirements, zoning
          codes, ordinances, laws and regulations, except where non-compliance
          would not, individually or in the aggregate, have a Material Adverse
          Effect.

               (m) There are no pending or, to the Company's knowledge,
          threatened condemnation proceedings, lawsuits, or administrative
          actions relating to the Mortgaged Properties under the Mortgages that
          would have, individually or in the aggregate, a Material Adverse
          Effect.

               (n) Neither the Holding Company nor the Company nor any of its
          subsidiaries is (i) in violation of its respective charter or by-laws,
          (ii) or in default in the performance of any obligation, agreement,
          covenant or condition contained in any indenture, loan agreement,
          mortgage, lease or other agreement or instrument to which the Holding
          Company or the Company or any of its subsidiaries is a party or by
          which the Holding Company or the Company or any of its subsidiaries or
          their respective property is bound, except, in the case of (ii), where
          such defaults have been waived or where such defaults would not be
          reasonably likely to have, singularly or in the aggregate, a Material
          Adverse Effect.

               (o) Except for the Registration Rights Agreement, there are no
          contracts, agreements or understandings between the Holding Company,
          the Company and any person granting such person the

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          right to require the Holding Company or the Company to file a
          registration statement under the Securities Act with respect to any
          securities of the Holding Company or the Company or to require the
          Holding Company or the Company to include such securities with the
          Securities registered pursuant to any Registration Statement.

               (p) Neither the Holding Company nor the Company nor any of its
          subsidiaries nor any agent thereof acting on the behalf of them has
          taken, and none of them will take, any action that might cause this
          Agreement or the issuance or sale of the Offered Securities to violate
          Regulation T, Regulation U or Regulation X of the Board of Governors
          of the Federal Reserve System.

               (q) No "nationally recognized statistical rating organization" as
          such term is defined for purposes of Rule 436(g)(2) under the
          Securities Act: (i) has imposed (or has informed the Company that it
          is considering imposing) any condition (financial or otherwise) on the
          Company's retaining any rating assigned to the Company, any securities
          of the Company or; (ii) has indicated to the Company that it is
          considering: (a) the downgrading, suspension, or withdrawal of, or any
          review for a possible change that does not indicate the direction of
          the possible change in, any rating so assigned; or (b) any change in
          the outlook for any rating of the Company or any securities of the
          Company.

               (r) No form of general solicitation or general advertising (as
          defined in Regulation D under the Securities Act) was used by the
          Company or any of their respective representatives (other than the
          Purchasers, as to whom the Company make no representation) in
          connection with the offer and sale of the Offered Securities
          contemplated hereby, including, but not limited to, articles, notices
          or other communications published in any newspaper, magazine, or
          similar medium or broadcast over television or radio, or any seminar
          or meeting whose attendees have been invited by any general
          solicitation or general advertising. No securities of the same class
          as the Offered Securities have been issued and sold by the Company
          within the six-month period immediately prior to the date hereof.

               (s) Neither the Company nor any of its affiliates or any person
          acting on its or their behalf (other than the Purchasers, as to whom
          the Company make no representation) has engaged or will engage in any
          directed selling efforts within the meaning of Regulation S under the
          Securities Act ("Regulation S") with respect to the Offered
          Securities.

               (t) The Offered Securities offered and sold in reliance on
          Regulation S have been and will be offered and sold only in "offshore
          transactions," as defined in Regulation S.

               (u) The sale of the Offered Securities pursuant to Regulation S
          is not part of a plan or scheme to evade the registration provisions
          of the Securities Act.

               (v) No registration under the Securities Act of the Offered
          Securities is required for the sale of the Offered Securities to the
          Purchasers as contemplated hereby or for the transfer of the Offered
          Securities as described in the Offering Circular assuming the accuracy
          of the Purchaser's representations set forth in Section 4 hereof.

               (w) Assuming the accuracy of the representations of the
          Purchasers contained in this Agreement, no consent, approval,
          authorization, or order of, or filing with, any governmental agency or
          body or any court is required for the consummation of the transactions
          contemplated by this Agreement or the Additional Documents in
          connection with the issuance and sale of the Offered Securities by the
          Company except for: (i) the order of the Commission declaring the
          Exchange Offer Registration Statement or the Shelf Registration
          Statement (each as defined in the Registration Rights Agreement)
          effective; or (ii) filings or recordings necessary to perfect the
          Liens on all of the right, title and interest of the Company in the
          Collateral granted under the Security Documents.

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               (x)  The execution, delivery and performance of the Indenture,
          this Agreement and the Additional Documents, and the issuance and sale
          of the Offered Securities and compliance with the terms and provisions
          thereof will not result in a breach or violation of any of the terms
          and provisions of, constitute a default under, or result in the
          creation of a Lien under (other than Liens in favor of the Secured
          Parties under the Security Documents): (i) any statute, any rule,
          regulation or order of any governmental agency or body or any court,
          domestic or foreign, having jurisdiction over the Holding Company, the
          Company or any subsidiary of the Company or any of their properties;
          or (ii) any agreement or instrument to which the Holding Company, the
          Company or any such subsidiary is a party or by which the Holding
          Company, the Company or any such subsidiary is bound or to which any
          of the properties of the Holding Company, the Company or any such
          subsidiary is subject; or (iii) the charter or by-laws of the Holding
          Company, the Company or any such subsidiary, and the Company has the
          requisite corporate power and authority to authorize, issue and sell
          the Offered Securities as contemplated by this Agreement, except where
          such default or breach or violation of clauses (i) or (ii) of this
          paragraph would not have, singularly or in the aggregate, a Material
          Adverse Effect.

               (y)  This Agreement has been duly authorized, executed and
          delivered by the Company.

               (z)  Except as disclosed in the Offering Document, the Company
          and its subsidiaries have good title to all real properties and good
          title to all other properties and assets owned by them, in each case
          free from Liens, except Permitted Liens, that would materially affect
          the value thereof or materially interfere with the use made or to be
          made thereof by them; and except as disclosed in the Offering
          Document, the Company and its subsidiaries hold any leased real or
          personal property under valid and enforceable leases with no
          exceptions that would materially interfere with the use made or to be
          made thereof by them.

               (aa) The Company and its subsidiaries possess adequate
          certificates, authorities or permits issued by appropriate
          governmental agencies or bodies necessary to conduct the business now
          operated by them and have not received any notice of proceedings
          relating to the revocation or modification of any such certificate,
          authority or permit that, if determined adversely to the Company or
          any of its subsidiaries, would individually or in the aggregate have a
          Material Adverse Effect.

               (bb) No labor dispute with the employees of the Company or any
          subsidiary exists or, to the knowledge of the Company, is imminent
          that might have a Material Adverse Effect.

               (cc) The Company and its subsidiaries own, possess or can acquire
          on reasonable terms, adequate trademarks, trade names and other rights
          to inventions, know-how, patents, copyrights, confidential information
          and other intellectual property (collectively, "intellectual property
          rights") necessary to conduct the business now operated by them, or
          presently employed by them, and have not received any notice of
          infringement of or conflict with asserted rights of others with
          respect to any intellectual property rights that, if determined
          adversely to the Company or any of its subsidiaries, would
          individually or in the aggregate have a Material Adverse Effect.

               (dd) Except as disclosed in the Preliminary Offering Memorandum
          and the Offering Memorandum and as would not, singly or in the
          aggregate, have a Material Adverse Effect: (i) the Company is in
          compliance with all laws and regulations relating to protection of
          human health or environment or imposing liability or standards of
          conduct concerning any Materials of Environmental Concern (as defined
          below) ("Environmental Laws"), including, without limitation,
          possession of required permits and compliance with the terms of
          conditions thereof, and there are no circumstances known to the
          Company that will prevent such compliance in the future; (ii) the
          Company has not received any notice and there is no pending or
          threatened action, suit or proceeding before or by any

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          court of governmental agency or body ("Environmental Claim") alleging
          potential liability (including, but not limited to, investigatory,
          cleanup or governmental response costs, natural resources or property
          damages, personal injuries, or penalties) of the Company or any person
          or entity for whom the Company has contractually retained or assumed
          responsibility, arising out of, based on, or resulting from the
          presence, or release, discharge, emission or disposal into the
          environment, of any Material of Environmental Concern at or from any
          location, owned or operated by the Company or any violation or alleged
          violation of any Environmental Law, including (without consideration
          of whether such claim would singly or in the aggregate have a Material
          Adverse Effect, notwithstanding the opening proviso to this Section
          2(dd)) any Environmental Claim that the Company reasonably believes
          will result in monetary sanctions of more than $100,000; and (iii) to
          the best of the Company's knowledge, there are no past or present
          actions, activities, conditions, events or incidents that could be
          reasonably expected to form the basis of any such Environmental Claim.
          The term "Materials of Environmental Concern" means (a) any hazardous
          substance" as defined by the Comprehensive Environmental Response,
          Compensation and Liability of 1980, as amended, (b) any "hazardous
          waste" as defined by the Resource Conservation and Recovery Act, as
          amended, (c) any petroleum or petroleum product, (d) any
          polychlorinated biphenyl, and (e) any pollutant or contaminant or
          hazardous, dangerous, or toxic chemical, material, waste or substance
          regulated or defined under any other Environmental Law;

               (ee) Except as disclosed in the Offering Document, there are no
          pending actions, suits or proceedings against or affecting the Holding
          Company, the Company or any of its subsidiaries or any of their
          respective properties that, if determined adversely to the Company or
          any of its subsidiaries, would individually or in the aggregate have a
          Material Adverse Effect, or would materially and adversely affect the
          ability of the Company to perform its obligations under the Indenture,
          this Agreement or the Additional Documents or which are otherwise
          material in the context of the sale of the Offered Securities; and no
          such actions, suits or proceedings are, to the Holding Company or the
          Company's knowledge, threatened or contemplated.

               (ff) The historical financial statements, together with the notes
          thereto, included in the Offering Document present fairly the
          financial position of the Company and its consolidated subsidiaries as
          of the dates shown and their results of operations and cash flows for
          the periods shown, and, except as otherwise disclosed in the Offering
          Document, such financial statements have been prepared in conformity
          with the generally accepted accounting principles in the United States
          applied on a consistent basis; and the assumptions used in preparing
          the pro forma financial statements included in the Offering Document
          provide a reasonable basis for presenting the significant effects
          directly attributable to the transactions or events described therein,
          the related pro forma adjustments give appropriate effect to those
          assumptions, and the pro forma columns therein reflect the proper
          application of those adjustments to the corresponding historical
          financial statement amounts.

               (gg) The Company and each of its subsidiaries maintains a system
          of internal accounting controls sufficient to provide reasonable
          assurance that: (i) transactions are executed in accordance with
          management's general or specific authorizations; (ii) transactions are
          recorded as necessary to permit preparation of financial statements in
          conformity with generally accepted accounting principles and to
          maintain asset accountability; (iii) access to assets is permitted
          only in accordance with management's general or specific
          authorization; and (iv) the recorded accountability for assets is
          compared with the existing assets at reasonable intervals and
          appropriate action is taken with respect to any differences.

               (hh) All indebtedness of the Company that will be repaid with the
          proceeds of the issuance and sale of the Offered Securities was
          incurred, and the indebtedness represented by the Offered

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     Securities is being incurred, for proper purposes and in good faith, and
     the Company was, at the time of the incurrence of such indebtedness that
     will be repaid with the proceeds of the issuance and sale of the Offered
     Securities, and will be on the Closing Date (after giving effect to the
     application of the proceeds from the issuance of the Offered Securities),
     solvent, and had at the time of the incurrence of such indebtedness that
     will be repaid with the proceeds of the issuance and sale of the Offered
     Securities, and will have on the Closing Date (after giving effect to the
     application of the proceeds from the issuance of the Offered Securities),
     sufficient capital for carrying on its business and was, at the time of the
     incurrence of such indebtedness that will be repaid with the proceeds of
     the issuance and sale of the Offered Securities, and will be on the Closing
     Date (after giving effect to the application of the proceeds from the
     issuance and sale of the Offered Securities), able to pay its debts as they
     become due.

          (ii) Except as disclosed in the Offering Document, since the date of
     the latest audited financial statements included in the Offering Document
     there has been no material adverse change, nor any development or event
     involving a prospective material adverse change, in the condition
     (financial or other), business, properties or results of operations of the
     Company and its subsidiaries taken as a whole, and, except as disclosed in
     or contemplated by the Offering Document, there has been no dividend or
     distribution of any kind declared, paid or made by the Company on any class
     of its capital stock.

          (jj) Each of the Holding Company and the Company is not an open-end
     investment company, unit investment trust or face-amount certificate
     company that is or is required to be registered under Section 8 of the
     United States Investment Company Act of 1940 (the "Investment Company
     Act"); and each of the Holding Company and the Company is not and, after
     giving effect to the offering and sale of the Offered Securities and the
     application of the proceeds thereof as described in the Offering Document,
     will not be an "investment company" as defined in the Investment Company
     Act.

          (kk) No securities of the same class (within the meaning of Rule
     144A(d)(3) under the Securities Act) as the Offered Securities are listed
     on any national securities exchange registered under Section 6 of the
     United States Securities Exchange Act of 1934 ("Exchange Act") Exchange Act
     or quoted in a U.S. automated inter-dealer quotation system.

          (ll) Assuming the accuracy of the representations of the Purchasers in
     this Agreement, the offer and sale of the Offered Securities by the Company
     to the Purchasers in the manner contemplated by this Agreement and the
     Offering Circular will be exempt from the registration requirements of the
     Securities Act by reason of Rule 144A thereof and Regulation S thereunder
     and it is not necessary to qualify an indenture in respect of the Offered
     Securities under the Trust Indenture Act.

          (mm) Neither the Company, nor any of its affiliates, nor any person
     acting on its or their behalf: (i) has, within the six-month period prior
     to the date hereof, offered or sold in the United States or to any U.S.
     person (as such terms are defined in Regulation S under the Securities Act)
     the Offered Securities or any security of the same class or series as the
     Offered Securities; or (ii) has offered or will offer or sell the Offered
     Securities: (A) in the United States by means of any form of general
     solicitation or general advertising within the meaning of Rule 502(c) under
     the Securities Act; or (B) with respect to any such securities sold in
     reliance on Rule 903 of Regulation S, by means of any directed selling
     efforts within the meaning of Rule 902(c) of Regulation S. The Company, its
     affiliates and any person acting on its or their behalf have complied and
     will comply in all material respects with the offering restrictions
     requirement of Regulation S. The Company has not entered and will not enter
     into any contractual arrangement with respect to the distribution of the
     Offered Securities except for this Agreement.

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          (nn) There is no "substantial U.S. market interest" as defined in Rule
     902(j) of Regulation S in the Company's debt securities.

          (oo) The Company is subject to the reporting requirements of either
     Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and
     files reports with the Commission on the Electronic Data Gathering,
     Analysis, and Retrieval (EDGAR) system.

     3. Purchase, Sale and Delivery of Offered Securities. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to sell to the
Purchasers, and the Purchasers agree, severally and not jointly, to purchase
from the Company, at a purchase price of 100% of the principal amount thereof
plus accrued interest from May 22, 2002 to the Closing Date (as hereinafter
defined), the respective principal amounts of Securities set forth opposite the
names of the several Purchasers in Schedule A hereto.

     The Company will deliver against payment of the purchase price the Offered
Securities in the form of one or more permanent global Securities in definitive
form (the "Global Securities") deposited with the Trustee as custodian for The
Depository Trust Company ("DTC") and registered in the name of Cede & Co., as
nominee for DTC. Interests in any permanent global Securities will be held only
in book-entry form through DTC, except in the limited circumstances described in
the Offering Document. Payment for the Offered Securities shall be made by the
Purchasers in Federal (same day) funds by wire transfer to an account at a bank
acceptable to CSFBC at the office of Skadden, Arps, Slate, Meagher & Flom LLP at
10:00 A.M. (New York time), on May 22, 2002 , or at such other time not later
than seven full business days thereafter as CSFBC and the Company determine,
such time being herein referred to as the "Closing Date", against delivery to
the Trustee as custodian for DTC of the Global Securities representing all of
the Securities. The Global Securities will be made available for checking at the
above office of Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior
to the Closing Date.

     4. Representations by Purchasers; Resale by Purchasers.

          (a)  Each Purchaser severally represents and warrants to the Company
     that it is an "accredited investor" within the meaning of Regulation D
     under the Securities Act.

          (b)  Each Purchaser severally acknowledges that the Offered Securities
     have not been registered under the Securities Act and may not be offered or
     sold within the United States or to, or for the account or benefit of, U.S.
     persons except in accordance with Regulation S or pursuant to an exemption
     from the registration requirements of the Securities Act. Each Purchaser
     severally represents and agrees that it has offered and sold the Offered
     Securities, and will offer and sell the Offered Securities: (i) as part of
     its distribution at any time; and (ii) otherwise until 40 days after the
     later of the commencement of the offering and the Closing Date, only in
     accordance with Rule 903 or Rule 144A under the Securities Act ("Rule
     144A"). Accordingly, neither such Purchaser nor its affiliates, nor any
     persons acting on its or their behalf, have engaged or will engage in any
     directed selling efforts with respect to the Offered Securities, and such
     Purchaser, its affiliates and all persons acting on its or their behalf
     have complied and will comply with the offering restrictions requirement of
     Regulation S. Each Purchaser severally agrees that, at or prior to
     confirmation of sale of the Offered Securities, other than a sale pursuant
     to Rule 144A, such Purchaser will have sent to each distributor, dealer or
     person receiving a selling concession, fee or other remuneration that
     purchases the Offered Securities from it during the restricted period a
     confirmation or notice to substantially the following effect:

          "The Securities covered hereby have not been registered
          under the U.S. Securities Act of 1933 (the "Securities Act")
          and may not be offered or sold

                                   9

<PAGE>

          within the United States or to, or for the account or
          benefit of, U.S. persons: (i) as part of their distribution
          at any time; or (ii) otherwise until 40 days after the later
          of the date of the commencement of the offering and the
          closing date, except in either case in accordance with
          Regulation S (or Rule 144A if available) under the
          Securities Act. Terms used above have the meanings given to
          them by Regulation S."

     Terms used in this subsection (b) have the meanings given to them by
     Regulation S.

          (c) Each Purchaser severally agrees that it and each of its affiliates
     has not entered and will not enter into any contractual arrangement with
     respect to the distribution of the Offered Securities except for any such
     arrangements with the other Purchasers or affiliates of the other
     Purchasers or with the prior written consent of the Company.

          (d) Each Purchaser severally agrees that it and each of its affiliates
     will not offer or sell the Offered Securities in the United States by means
     of any form of general solicitation or general advertising within the
     meaning of Rule 502(c) under the Securities Act, including, but not limited
     to (i) any advertisement, article, notice or other communication published
     in any newspaper, magazine or similar media or broadcast over television or
     radio, or (ii) any seminar or meeting whose attendees have been invited by
     any general solicitation or general advertising. Each Purchaser severally
     agrees, with respect to resales made in reliance on Rule 144A of any of the
     Offered Securities, to deliver either with the confirmation of such resale
     or otherwise prior to settlement of such resale a notice to the effect that
     the resale of such Offered Securities has been made in reliance upon the
     exemption from the registration requirements of the Securities Act provided
     by Rule 144A.

          (e) Each of the Purchasers severally represents and agrees that: (i)
     it has not offered or sold and prior to the date six months after the date
     of issue of the Offered Securities will not offer or sell any Offered
     Securities to persons in the United Kingdom except to persons whose
     ordinary activities involve them in acquiring, holding, managing or
     disposing of investments (as principal or agent) for the purposes of their
     businesses or otherwise in circumstances which have not resulted and will
     not result in an offer to the public in the United Kingdom within the
     meaning of the Public Offers of Securities Regulations 1995; (ii) it has
     only communicated or caused to be communicated and will only communicate or
     cause to be communicated any invitation or inducement to engage in
     investment activity (within the meaning of section 21 of the Financial
     Services and Markets Act 2000 (the "FSMA")) received by it in connection
     with the issue or sale of any notes in circumstances in which section 21(1)
     of the FSMA does not apply to the Company; and (iii) it has complied and
     will comply with all applicable provisions of the FSMA with respect to
     anything done by it in relation to the notes in, from or otherwise
     involving the United Kingdom.

     Each of the Purchasers acknowledges that the Company and counsel to the
Company will rely upon the truth and accuracy of the forgoing representations
and consents to such reliance.

     5. Certain Agreements of the Company. The Company agrees with the several
Purchasers that:

          (a) The Company will advise CSFBC promptly of any proposal to amend or
     supplement the Offering Document and will not effect such amendment or
     supplementation without CSFBC's consent, which will not be unreasonably
     withheld or delayed. If, at any time prior to the completion of the resale
     of the Offered Securities by the Purchasers, any event occurs as a result
     of which the Offering Document as then amended or supplemented would
     include an untrue statement of a material fact or omit to state any
     material fact necessary in order to make the statements therein, in the
     light of the circumstances under which they were made, not misleading, the
     Company promptly will notify

                                       10

<PAGE>

     CSFBC of such event and promptly will prepare, at its own expense, an
     amendment or supplement which will correct such statement or omission.
     Neither CSFBC's consent to, nor the Purchasers' delivery to offerees or
     investors of, any such amendment or supplement shall constitute a waiver of
     any of the conditions set forth in Section 6.

          (b) The Company will furnish to CSFBC copies of any preliminary
     offering circular, the Offering Document and all amendments and supplements
     to such documents, in each case as soon as available and in such quantities
     as CSFBC reasonably requests, and the Company will furnish to CSFBC on the
     date hereof three copies of the Offering Document signed by a duly
     authorized officer of the Company, one of which will include the
     independent accountants' reports therein manually signed by such
     independent accountants. At any time when the Company is not subject to
     Section 13 or 15(d) of the Exchange Act and the Offered Securities continue
     to be "restricted securities" under Rule 144, the Company will promptly
     furnish or cause to be furnished to CSFBC (and, upon request, to each of
     the other Purchasers) and, upon request of holders and prospective
     purchasers of the Offered Securities, to such holders and purchasers,
     copies of the information required to be delivered to holders and
     prospective purchasers of the Offered Securities pursuant to Rule
     144A(d)(4) under the Securities Act (or any successor provision thereto) in
     order to permit compliance with Rule 144A in connection with resales by
     such holders of the Offered Securities. The Company will pay the expenses
     of printing and distributing to the Purchasers all such documents.

          (c) The Company, in cooperation with the Purchasers and their counsel,
     will arrange for the qualification of the Offered Securities for sale and
     the determination of their eligibility for investment under the laws of
     such jurisdictions in the United States and Canada as CSFBC designates and
     will continue such qualifications in effect so long as required for the
     resale of the Offered Securities by the Purchasers, provided that the
     Company will not be required to qualify as a foreign corporation or to file
     a general consent to service of process in any such state.

          (d) During the period of two years after the Closing Date, the Company
     will, upon request, furnish to each of the other Purchasers and any holder
     of Offered Securities a copy of the restrictions on transfer applicable to
     the Offered Securities.

          (e) During the period of two years after the Closing Date, the Company
     will not, and will not permit any of its affiliates (as defined in Rule 144
     under the Securities Act) to, resell any of the Offered Securities that
     have been reacquired by any of them.

          (f) During the period of two years after the Closing Date, the Company
     will not be or become, an open-end investment company, unit investment
     trust or face-amount certificate company that is or is required to be
     registered under Section 8 of the Investment Company Act.

          (g) The Company will pay all expenses incidental to the performance of
     its obligations under this Agreement, the Indenture, and the Additional
     Documents, including: (i) the fees and expenses of the Trustee and its
     professional advisers; (ii) all expenses in connection with the execution,
     issue, authentication, packaging and initial delivery of the Offered
     Securities; and, as applicable, the Exchange Securities (as defined in the
     Registration Rights Agreement), the preparation and printing of this
     Agreement, the Indenture, the Offered Securities, the Offering Document and
     the Additional Documents and amendments and supplements thereto, and any
     other document relating to the issuance, offer, sale and delivery of the
     Offered Securities and as applicable, the Exchange Securities; (iii) the
     cost of listing the Offered Securities and qualifying the Offered
     Securities for trading in The PortalSM Market ("PORTAL") and any expenses
     incidental thereto; (iv) the cost of any advertising approved by the
     Company in connection with the issue of the Offered Securities; (v) for any
     expenses (including fees and disbursements of counsel) incurred in
     connection with qualification of the Offered

                                       11

<PAGE>

     Securities or the Exchange Securities for sale under the laws of such
     jurisdictions in the United States and Canada as CSFBC designates and the
     printing of memoranda relating thereto; (vi) for any fees charged by
     investment rating agencies for the rating of the Offered Securities or the
     Exchange Securities; (vii) for expenses incurred in distributing the
     Preliminary Offering Circular and the Offering Document (including any
     amendments and supplements thereto) to the Purchasers; and (viii) the costs
     of perfecting the Liens on all of the right, title and interest of the
     Company in the Collateral and other costs associated with the preparation,
     review or due diligence investigation of the Collateral. The Company will
     also pay or reimburse the Purchasers (to the extent incurred by them) for
     reasonable travel expenses of the Purchasers and the Company's officers and
     employees and other reasonable expenses of the Purchasers and the Company
     in connection with attending or hosting meetings with prospective
     purchasers of the Offered Securities from the Purchasers.

          (h) In connection with the offering, until CSFBC shall have notified
     the Company and the other Purchasers of the completion of the resale of the
     Offered Securities, neither the Company nor any of its affiliates has or
     will, either alone or with one or more other persons, bid for or purchase
     for any account in which it or any of its affiliates has a beneficial
     interest any Offered Securities or attempt to induce any person to purchase
     any Offered Securities, and neither it nor any of its affiliates will make
     bids or purchases for the purpose of creating actual, or apparent, active
     trading in, or of raising the price of, the Offered Securities.

          (i) For a period of 180 days after the date of the initial offering of
     the Offered Securities by the Purchasers, the Company will not offer, sell,
     contract to sell, pledge or otherwise dispose of, directly or indirectly,
     any United States dollar-denominated debt securities issued or guaranteed
     by the Company and having a maturity of more than one year from the date of
     issue except issuances of Offered Securities pursuant to the conversion or
     exchange of convertible or exchangeable securities or the exercise of
     warrants or options, in each case outstanding on the date hereof, grants of
     employee stock options pursuant to the terms of a plan in effect on the
     date hereof, issuances of Offered Securities pursuant to the exercise of
     such options. The Company will not at any time offer, sell, contract to
     sell, pledge or otherwise dispose of, directly or indirectly, any
     securities under circumstances where such offer, sale, pledge, contract or
     disposition would cause the exemption afforded by Section 4(2) of the
     Securities Act or the safe harbor of Regulation S thereunder to cease to be
     applicable to the offer and sale of the Offered Securities.

          (j) The Company will use its best efforts to have the Offered
     Securities admitted to trading on PORTAL and to maintain the listing of the
     Offered Securities on PORTAL for so long as the Offered Securities are
     outstanding.

          (k) The Company hereby agrees to use commercially reasonable efforts
     to do and perform all things required to be done and performed under the
     Security Documents prior to, on and after the Closing Date.

     6. Conditions of the Obligations of the Purchasers. The obligations of the
several Purchasers to purchase and pay for the Offered Securities will be
subject to the accuracy of the representations and warranties on the part of the
Company herein in all material respects in the case of any representation or
warranty without any materiality or Material Adverse Effect qualification, and
in all respects in the case of any representation or warranty with any
materiality or Material Adverse Effect qualification, to the accuracy of the
statements of officers of the Company made pursuant to the provisions hereof, to
the performance by the Company of its obligations hereunder and to the following
additional conditions precedent:

          (a) The Purchasers shall have received a letter, dated the date of
     this Agreement, of Ernst & Young LLP in agreed form confirming that they
     are independent auditors within the meaning of the

                                       12

<PAGE>

     Securities Act and the applicable published rules and regulations
     thereunder ("Rules and Regulations") and to the effect that:

               (i)   in their opinion, except for the omission of financial
          statement schedule II: "Valuation and Qualifying Accounts and
          Reserves", the financial statements examined by them and included in
          the Offering Document comply as to form in all material respects with
          the applicable accounting requirements of the Securities Act and the
          related published Rules and Regulations;

               (ii)  on the basis of a reading of the latest available interim
          financial statements of the Company, inquiries of officials of the
          Company who have responsibility for financial and accounting matters
          and other specified procedures, nothing came to their attention that
          caused them to believe that:

                     (A) at the date of the latest available consolidated
               balance sheet read by such accountants, or at a subsequent
               specified date not more than three business days prior to the
               date of this Agreement, there was any change in the capital stock
               or any increase in long-term debt of the Company or, at the date
               of the latest available consolidated balance sheet read by such
               accountants, there was any decrease in consolidated net current
               assets, or stockholders' equity, as compared with amounts shown
               on the latest consolidated balance sheet included in the Offering
               Document; or

                     (B) for the period from the closing date of the latest
               income statement included in the Offering Document to the closing
               date of the latest available income statement read by such
               accountants there were any decreases, as compared with the
               corresponding period of the previous year, in total operating
               revenues, income from operations or net income;

          except in all cases set forth in clauses (A) and (B) above for
          changes, increases or decreases which the Offering Document disclose
          have occurred or may occur or which are described in such letter; and

               (iii) they have compared specified dollar amounts (or percentages
          derived from such dollar amounts) and other financial information
          contained in the Offering Document and the Exchange Act Reports (in
          each case to the extent that such dollar amounts, percentages and
          other financial information are derived from the general accounting
          records of the Company and its subsidiaries subject to the internal
          controls of the Company's accounting system or are derived directly
          from such records by analysis or computation) with the results
          obtained from inquiries, a reading of such general accounting records
          and other procedures specified in such letter and have found such
          dollar amounts, percentages and other financial information to be in
          agreement with such results, except as otherwise specified in such
          letter.

          (b) Subsequent to the execution and delivery of this Agreement, there
     shall not have occurred: (i) any change, or any development or event
     involving a prospective change, in the condition (financial or other),
     business, properties or results of operations of the Company and its
     subsidiaries taken as one enterprise which, in the judgment of a majority
     in interest of the Purchasers including CSFBC, is material and adverse and
     makes it impractical or inadvisable to proceed with completion of the
     offering or the sale of and payment for the Offered Securities; (ii) any
     downgrading in the rating of any debt securities of the Company by any
     "nationally recognized statistical rating

                                       13

<PAGE>

     organization" (as defined for purposes of Rule 436(g) under the Securities
     Act), or any public announcement that any such organization has under
     surveillance or review its rating of any debt securities of the Company
     (other than an announcement with positive implications of a possible
     upgrading, and no implication of a possible downgrading, of such rating);
     (iii) any change in U.S. or international financial, political or economic
     conditions or currency exchange rates or exchange controls as would, in the
     judgment of a majority in interest of the Purchasers including CSFBC, be
     likely to prejudice materially the success of the proposed issue, sale or
     distribution of the Offered Securities, whether in the primary market or in
     respect of dealings in the secondary market; (iv) any material suspension
     or material limitation of trading in securities generally on the New York
     Stock Exchange or PORTAL, or any setting of minimum prices for trading on
     such exchange or PORTAL or any suspension of trading of any securities of
     the Company on any exchange, PORTAL or in the over-the-counter market; (v)
     any banking moratorium declared by U.S. Federal or New York authorities;
     (vi) any major disruption of settlements of securities or clearance
     services in the United States; or (vii) any attack on, outbreak or
     escalation of hostilities or act of terrorism involving the United States
     or any declaration of war by Congress or any other national or
     international calamity or emergency if, in the judgment of a majority in
     interest of the Purchasers including CSFBC, the effect of any such attack,
     outbreak, escalation, act, declaration, calamity or emergency makes it
     impractical or inadvisable to proceed with completion of the offering or
     sale of and payment for the Offered Securities.

          (c)  The Purchasers shall have received an opinion, dated the Closing
     Date, of Katten Muchin Zavis Rosenman, counsel for the Company, that:

               (i)   Each of the Holding Company and the Company has been duly
          incorporated and is an existing corporation in good standing under the
          laws of the State of Delaware;

               (ii)  The Company has the requisite corporate power and authority
          to own its properties and conduct its business as described in the
          Offering Document; and the Company is duly qualified to do business as
          a foreign corporation in good standing in all jurisdictions listed in
          the schedule to such opinion;

               (iii) The Indenture has been duly authorized, executed and
          delivered; the Offered Securities have been duly authorized, executed,
          issued and delivered and conform to the description thereof contained
          in the Offering Document; and the Indenture and the Offered Securities
          constitute valid and legally binding obligations of the Company
          enforceable in accordance with their terms, subject to bankruptcy,
          insolvency, fraudulent transfer, reorganization, moratorium and
          similar laws of general applicability relating to or affecting
          creditors' rights and to general equity principles;

               (iv)  The Indenture conforms in all material respects to the
          requirements of the Trust Indenture Act, and the rules and regulations
          of the Commission applicable to an indenture which is qualified
          thereunder.

               (v)   Each of the Holding Company and the Company is not and,
          after giving effect to the offering and sale of the Offered Securities
          and the application of the proceeds thereof as described in the
          Prospectus, will not be an "investment company" as defined in the
          Investment Company Act;

               (vi)  Assuming the accuracy of the representations of the
          Purchasers contained in this Agreement, no consent, approval,
          authorization or order of, or filing with, any

                                       14

<PAGE>

          governmental agency or body or any court is required for the
          consummation of the transactions contemplated by this Agreement or the
          Additional Documents in connection with the issuance or sale of the
          Offered Securities by the Company, except such as may be required
          under state securities laws except for: (i) the order of the
          Commission declaring the Exchange Offer Registration Statement or the
          Shelf Registration Statement effective; or (ii) filings or recordings
          necessary to perfect the Liens granted on all of the right, title and
          interest of the Company in the Collateral under the Security
          Documents;

               (vii)  Such counsel shall confirm that, based solely upon a
          review of a search of the dockets of the: (a) Los Angeles Superior
          Court, Central District; (b) Delaware Supreme Courts; (c) United
          States District Courts of Delaware and the Central District of
          California; and (d) United States Courts of Appeals in Delaware and
          California, copies of which are attached hereto as Exhibit A and
          inquiries of appropriate officers of the Company to such counsel's
          knowledge, there are no actions or proceedings against the Company, or
          any of its subsidiaries, pending or overtly threatened in writing,
          before any court, governmental agency or arbitrator, which: (i) seek
          to affect the enforceability of this Agreement, the Registration
          Rights Agreement, the Offered Securities or the Indenture; or (ii) are
          required to be described in the Offering Circular which are not
          described as required, as if the Offering Circular were a prospectus
          subject to the requirements of the Securities Act;

               (viii) Neither (i) the offer, sale or delivery of the Offered
          Securities in the manner contemplated in the Offering Circular and
          this Agreement nor (ii) the execution, delivery or performance by the
          Company of this Agreement, the Registration Rights Agreement or the
          Indenture, compliance by the Company with the provisions thereof nor
          consummation by the Company of the transactions contemplated thereby,
          will (a) violate the Certificate of Incorporation or by-laws of the
          Company or the Holding Company, (b) result in a material breach of, or
          constitute a material default under, any material contract,
          instrument, agreement, indenture, lease or other instrument filed by
          the Company with the Commission pursuant to its reporting under the
          Exchange Act (collectively, "Material Contracts"), or (c) other than
          as described in the Offering Circular with respect to the Liens in
          connection with the Security Agreement, Bank Agreements and the
          Holding Notes (as defined in the Offering Circular), will result in
          the creation or imposition of any Lien, charge or encumbrance upon any
          property or assets of the Company or its subsidiaries, pursuant to the
          terms of any Material Contract, nor will any such action result in any
          violation in any material respect of any law, regulation, judgment,
          injunction, order or decree known to such counsel and applicable to
          the Company or any of its subsidiaries or any of its properties;

               (ix)   Such counsel shall state that it has participated in
          conferences with officers and other representatives of the Company,
          the Purchasers and their counsel and representatives of the
          independent public accountants for the Company, at which conferences
          the contents of the Offering Circular, and related matters were
          discussed, and, although such counsel does not pass upon and do not
          assume any responsibility for the accuracy, completeness or fairness
          of the statements in the Offering Circular, any amendment thereof or
          supplement thereto (except as expressly provided in such opinion), on
          the basis of the foregoing (relying as to materiality to a large
          extent upon the opinions of officers and other representatives of the
          Company), no facts (other than the financial statements and related
          notes thereto and other financial information contained therein, as to
          which such counsel need not express a belief) have come to the
          attention of such counsel in the course of such participation or
          representation of the Company to lead such counsel to believe that the
          Offering Circular, or any amendment thereof, as of their dates or as
          of the date hereof, contains any untrue statement of material fact or
          omits to state a material fact

                                       15

<PAGE>

          required to be stated therein or necessary to make the statements
          therein, in light of the circumstances under which they were made, not
          misleading;

               (x)     This Agreement has been duly authorized, executed and
          delivered by the Company;

               (xi)    The Exchange Securities have been duly authorized by the
          Company; and when the Exchange Securities are issued, executed and
          authenticated in accordance with the terms of the Exchange Offer and
          the Indenture, the Exchange Securities will be entitled to the
          benefits of the Indenture and will be the valid and legally binding
          obligations of the Company, enforceable against the Company in
          accordance with their terms, subject to bankruptcy, insolvency,
          fraudulent transfer, reorganization, moratorium and similar laws of
          general applicability relating to or affecting creditors' rights and
          to general equity principles;

               (xii)   The Additional Documents have been duly authorized,
          executed and delivered by the Holding Company and the Company party
          thereto, and are a valid and binding agreements of the Holding Company
          and the Company party thereto, and the Additional Documents (excluding
          the Mortgages) are enforceable against the Holding Company and the
          Company party thereto in accordance with their terms, subject to
          bankruptcy, insolvency, fraudulent transfer, reorganization,
          moratorium and similar laws of general applicability relating to or
          affecting creditors' rights and to general equity principles;

               (xiii)  Assuming the due execution and delivery of the Security
          Agreement, the Security Agreement is in full force and effect and the
          provisions of the Security Agreement are effective to create in favor
          of the Trustee, a valid and enforceable Lien in the Company's rights
          in that portion of the Collateral which is subject to the UCC as in
          effect in the State of New York;

               (xiv)   Upon the filing of the financing statements to be filed
          in the office of the Secretary of State of the State of Delaware (the
          "Filing Office"), assuming that the representations made by the
          Company in the Security Documents with respect to the location and
          character of the Collateral are true and correct, all filings,
          registrations and recordings necessary to perfect the security
          interest granted to the Secured Parties under the Security Agreement
          in respect to all of the Collateral will have been made, to the extent
          that security interests therein can be perfected by filing financing
          statements under the Uniform Commercial Code as in effect in the State
          of Delaware (the "Delaware UCC");

               (xv)    Each of the Holding Company and the Company is a
          "registered organization" for purposes of and as defined in the
          Delaware UCC;

               (xvi)   To the knowledge of such counsel, except as described in
          the Offering Circular, no holder of any securities of the Company
          (except for the holders of the Notes) or any other person has the
          right to have any securities of the Company included in any
          registration statement contemplated by the Registration Rights
          Agreement.

               (xvii)  No registration under the Securities Act of the Offered
          Securities is required for the purchase and distribution of the
          Offered Securities as contemplated hereby assuming: (i) the accuracy
          of the Purchaser's representations set forth in Section 4 hereof; (ii)
          the accuracy of representations of the Company herein; (iii) the
          Purchasers due performance of their covenants herein; (iv) compliance
          by the Purchasers with the offering and transfer procedures for the
          Offered Securities as described in the Offering Circular; and

                                       16

<PAGE>

          (v) the purchasers to whom the Purchasers initially resell the Offered
          Securities having received a copy of the Offering Circular.

     The opinion of Katten Muchin Zavis Rosenman as described in Section 6(c)
above shall be rendered to you at the request of the Company and the Holding
Company and shall so state therein.

          (d) The Purchasers shall have received from Skadden, Arps, Slate,
     Meagher & Flom LLP, counsel for the Purchasers, such opinion or opinions,
     dated the Closing Date, with respect to the incorporation of the Company,
     the validity of the Offered Securities, the Offering Circular, the
     exemption from registration for the offer and sale of the Offered
     Securities by the Company to the several Purchasers and the resales by the
     several Purchasers as contemplated hereby and other related matters as
     CSFBC may require, and the Company shall have furnished to such counsel
     such documents as they request for the purpose of enabling them to pass
     upon such matters with reference to same in the Offering Circular. In
     rendering such opinion, Skadden, Arps, Slate, Meagher & Flom LLP may rely
     as to the incorporation of the Company and all other matters governed by
     Delaware law upon the opinion of Katten Muchin Zavis Rosenman referred to
     above.

          (e) The Purchasers shall have received a certificate, dated the
     Closing Date, of the President or any Vice President and a principal
     financial or accounting officer of the Company in which such officers, to
     the best of their knowledge after reasonable investigation and in their
     capacity as such officers on behalf of the Company, shall state that the
     representations and warranties of the Company in this Agreement are true
     and correct, that the Company has complied, in all material respects, with
     all agreements and satisfied, in all material respects, all conditions on
     its part to be performed or satisfied hereunder at or prior to the Closing
     Date, and that, subsequent to the dates of the most recent financial
     statements in the Offering Document there has been no material adverse
     change, nor any development or event that would reasonably likely result in
     a material adverse change, in the condition (financial or other), business,
     properties or results of operations of the Company and its subsidiaries
     taken as a whole except as set forth in or contemplated by the Offering
     Document or as described in such certificate.

          (f) The Purchasers shall have received a letter, dated the Closing
     Date, of Ernst & Young LLP which meets the requirements of subsection (a)
     of this Section, except that the specified date referred to in such
     subsection will be a date not more than three days prior to the Closing
     Date for the purposes of this subsection.

          (g) This Agreement, the Indenture and the Additional Documents will
     have been executed by each of the parties thereto on terms substantially as
     described in the Offering Circular and will be in full force and effect.
     The Company will deliver true and correct, conformed copies of this
     Agreement, the Indenture and the Additional Documents and any related
     documents, including any security agreements, to the Purchasers on or prior
     to the Closing Date.

          (h) The Purchaser shall have received true and correct copies of the
     Security Documents duly executed by the Company, as applicable, together
     with:

               (i)  duly executed financing statements or other documents under
          the provisions of the UCC or any other applicable state law in proper
          form for filing in each office where such filing is necessary or
          appropriate to grant to the Trustee the security interest of the
          character and priority contemplated by the Security Documents;

               (ii) certified copies of a similar search reports, dated a date
          reasonably near (but prior to), the Closing Date, listing all
          effective financing statements, which name such party

                                       17

<PAGE>

          as the debtor and which are filed in the jurisdictions in which
          filings are to be made pursuant to this Agreement and the other
          Security Documents, together with copies of such financing statements
          (none of which (other than financing statements (1) filed in favor of
          the Trustee, if such search report is current enough to list such
          financing statements, (2) being terminated pursuant to termination
          statements that are to be delivered to the Trustee, or (3) in respect
          of Permitted Liens) cover any of the Collateral described in the
          Security Agreement); and

               (iii) evidence that all other actions necessary to perfect and
          protect the Liens created by the Security Documents have been taken;

          the following documents and instruments with regard to each Mortgaged
          Property, providing for first priority mortgages:

                              (1) a Mortgage or other instrument or instruments
                       in recordable form sufficient to grant to the Trustee for
                       the benefit of the Secured Parties: (A) substantially the
                       same rights and remedies in respect of such real property
                       as granted thereto under the Mortgages executed and
                       delivered on the date of the Indenture; and (B) a valid
                       first-priority mortgage Lien on such real property
                       subject to no Liens other than Permitted Liens;

                              (2) either pro forma title insurance policies
                       setting forth the contemplated form of the mortgagee
                       policies of title insurance or title commitments for each
                       Jorgensen Real Property, insuring the Mortgage as a first
                       lien on the Jorgensen Real Property covered thereby;

                              (3) Uniform Commercial Code financing statements
                       necessary or desirable to perfect the valid,
                       first-priority lien granted by each Mortgage, subject to
                       no liens other than Permitted Liens; and

                              (4) policies or certificates of insurance with
                       respect to the insurance required to be maintained in
                       respect of the property covered by each Mortgage pursuant
                       to the terms of this Indenture and the other Note
                       Documents, naming the Trustee as loss payee and/or
                       additional named insured, as appropriate; and

                              (5) such other agreements, instruments, approvals,
                       consents, opinions or documents that are necessary in
                       order to perfect the grant by the Company of a
                       first-priority Lien in all the right, title and interest
                       of the Company in the Collateral.

               (i)   The Offered Securities shall have been listed and admitted
          to trading on PORTAL.

     Documents described as being "in the agreed form" are documents which are
in the forms which have been initialed for the purpose of identification by
Skadden, Arps, Slate, Meagher & Flom LLP, copies of which are held by the
Company and CSFBC, with such changes as CSFBC may approve.

     The Company will use its reasonable commercial efforts to obtain the
documents described in Section 1108 of the Indenture.

                                       18

<PAGE>

     The Company will furnish the Purchasers with such conformed copies of such
opinions, certificates, letters and documents as the Purchasers reasonably
request. CSFBC may in its sole discretion waive on behalf of the Purchasers
compliance with any conditions to the obligations of the Purchasers hereunder,
whether in respect of an Optional Closing Date or otherwise.

     7. Indemnification and Contribution.

          (a) The Company will indemnify and hold harmless each Purchaser, its
     affiliates, partners, directors and officers and each person, if any, who
     controls such Purchaser within the meaning of Section 15 of the Securities
     Act, against any losses, claims, damages or liabilities, joint or several,
     to which such Purchaser may become subject, under the Securities Act or the
     Exchange Act or otherwise, insofar as such losses, claims, damages or
     liabilities (or actions in respect thereof) arise out of or are based upon
     any untrue statement or alleged untrue statement of any material fact
     contained in the Offering Document, or any amendment or supplement thereto,
     or arise out of or are based upon the omission or alleged omission to state
     therein a material fact necessary in order to make the statements therein,
     in the light of the circumstances under which they were made, not
     misleading, including any losses, claims, damages or liabilities arising
     out of or based upon the Company's failure to perform its obligations under
     Section 5(a) of this Agreement, and will reimburse each Purchaser for any
     legal or other expenses reasonably incurred by such Purchaser in connection
     with investigating or defending any such loss, claim, damage, liability or
     action as such expenses are incurred; provided, however, that the Company
     will not be liable in any such case to the extent that any such loss,
     claim, damage or liability arises out of or is based upon an untrue
     statement or alleged untrue statement in or omission or alleged omission
     from any of such documents in reliance upon and in conformity with written
     information furnished to the Company by any Purchaser through CSFBC
     specifically for use therein, it being understood and agreed that the only
     such information consists of the information described as such in
     subsection (b) below.

          (b) Each Purchaser will severally and not jointly indemnify and hold
     harmless the Company, its directors and officers and each person, if any,
     who controls the Company within the meaning of Section 15 of the Securities
     Act, against any losses, claims, damages or liabilities to which the
     Company may become subject, under the Securities Act or the Exchange Act or
     otherwise, insofar as such losses, claims, damages or liabilities (or
     actions in respect thereof) arise out of or are based upon any untrue
     statement or alleged untrue statement of any material fact contained in the
     Offering Document, or any amendment or supplement thereto, or any related
     preliminary offering circular, or arise out of or are based upon the
     omission or the alleged omission to state therein a material fact necessary
     in order to make the statements therein, in the light of the circumstances
     under which they were made, not misleading, in each case to the extent, but
     only to the extent, that such untrue statement or alleged untrue statement
     or omission or alleged omission was made in reliance upon and in conformity
     with written information furnished to the Company by such Purchaser through
     CSFBC specifically for use therein, and will reimburse any legal or other
     expenses reasonably incurred by the Company in connection with
     investigating or defending any such loss, claim, damage, liability or
     action as such expenses are incurred, it being understood and agreed that
     the only such information furnished by any Purchaser consists of:

               (i)  the following information in the Offering Document furnished
          on behalf of each Purchaser: the information concerning over-allotment
          and stabilizing transactions appearing in the eighth paragraph under
          the caption "Plan of Distribution"; and

               (ii) the following information in the Offering Document furnished
          on behalf of the Purchasers:

                                       19

<PAGE>

               "Certain of the initial purchasers and their affiliates have
               performed investment banking, financial advisory and/or lending
               services for us and our affiliates from time to time, for which
               they have received customary compensation, and may do so in the
               future. Deutsche Bank Securities Inc. is lead arranger and sole
               book runner under our credit facility and may act in other
               capacities thereunder. DBTCA, an affiliate of Deutsche Bank
               Securities Inc., is the Agent for our credit facility. DLJ
               Capital Funding, Inc., an affiliate of Credit Suisse First Boston
               Corporation, is syndication agent for the lenders under our term
               loan. We will use the proceeds from this offering to repay our
               term loan and pay structuring and commitment fees to DBTCA, in
               connection with the amendment of our credit facility, among other
               things. See "Use of Proceeds."

               The decision of the initial purchasers to distribute the notes
               was made independently of the affiliates of the initial
               purchasers that are lenders under our credit facility and term
               loan, which lenders had no involvement in determining whether or
               when to distribute the notes under this offering or the terms of
               this offering. The initial purchasers will not receive any
               benefit from this offering other than the initial purchasers'
               discount to be provided by us or otherwise described herein;"

     provided, however, that the Purchasers shall not be liable for any losses,
     claims, damages or liabilities arising out of or based upon the Company's
     failure to perform its obligations under Section 5(a) of this Agreement.

         (c) Promptly after receipt by an indemnified party under this Section
     of notice of the commencement of any action, such indemnified party will,
     if a claim in respect thereof is to be made against the indemnifying party
     under subsection (a) or (b) above, unless and to the extent that such
     failure results in the forfeiture by the indemnifying party of substantial
     rights and defenses, notify the indemnifying party of the commencement
     thereof; but the omission so to notify the indemnifying party will not
     relieve it from any liability which it may have to any indemnified party
     otherwise than under subsection (a) or (b) above. In case any such action
     is brought against any indemnified party and it notifies the indemnifying
     party of the commencement thereof, the indemnifying party will be entitled
     to participate therein and, to the extent that it may wish, jointly with
     any other indemnifying party similarly notified, to assume the defense
     thereof, with counsel satisfactory to such indemnified party (who shall
     not, except with the consent of the indemnified party, be counsel to the
     indemnifying party), and after notice from the indemnifying party to such
     indemnified party of its election so to assume the defense thereof, the
     indemnifying party will not be liable to such indemnified party under this
     Section 7 for any legal or other expenses subsequently incurred by such
     indemnified party in connection with the defense thereof other than
     reasonable costs of investigation. In any such proceeding, any indemnified
     party shall have the right to retain its own counsel, but the fees and
     expenses of such counsel shall be at the expense of such indemnified party
     unless: (i) the indemnifying party and the indemnified party shall have
     mutually agreed to the contrary; (ii) the indemnifying party has failed
     within a reasonable time to retain counsel reasonably satisfactory to the
     indemnified party; (iii) the indemnified party shall have reasonably
     concluded that there may be legal defenses available to it that are
     different from or in addition to those available to the indemnifying party;
     or (iv) the named parties in any such proceeding (including any impleaded
     parties) include both the indemnifying party and the indemnified party and
     representation of both parties by the same counsel would be inappropriate
     due to actual or potential differing interests between them. It is
     understood and agreed that all fees and expenses shall be reimbursed to the
     indemnifed party by the indemnifying party as they are incurred. No
     indemnifying party shall, without the prior written consent of the
     indemnified party, effect any settlement of any pending or threatened
     action in respect of which any indemnified party is or could have been a
     party and indemnity could have been sought

                                       20

<PAGE>

         hereunder by such indemnified party unless such settlement includes:
         (x) an unconditional release of such indemnified party from all
         liability on any claims that are the subject matter of such action; and
         (y) does not include a statement as to or an admission of fault,
         culpability or failure to act by or on behalf of any indemnified party.

                 (d) If the indemnification provided for in this Section 7 is
         unavailable or insufficient to hold harmless an indemnified party under
         subsection (a) or (b) above, then each indemnifying party shall
         contribute to the amount paid or payable by such indemnified party as a
         result of the losses, claims, damages or liabilities referred to in
         subsection (a) or (b) above (i) in such proportion as is appropriate to
         reflect the relative benefits received by the Company on the one hand
         and the Purchasers on the other from the offering of the Offered
         Securities or (ii) if the allocation provided by clause (i) above is
         not permitted by applicable law, in such proportion as is appropriate
         to reflect not only the relative benefits referred to in clause (i)
         above but also the relative fault of the Company on the one hand and
         the Purchasers on the other in connection with the statements or
         omissions which resulted in such losses, claims, damages or liabilities
         as well as any other relevant equitable considerations. The relative
         benefits received by the Company on the one hand and the Purchasers on
         the other shall be deemed to be in the same proportion as the total net
         proceeds from the offering (before deducting expenses) received by the
         Company bear to the total discounts and commissions received by the
         Purchasers from the Company under this Agreement. The relative fault
         shall be determined by reference to, among other things, whether the
         untrue or alleged untrue statement of a material fact or the omission
         or alleged omission to state a material fact relates to information
         supplied by the Company or the Purchasers and the parties' relative
         intent, knowledge, access to information and opportunity to correct or
         prevent such untrue statement or omission. The amount paid by an
         indemnified party as a result of the losses, claims, damages or
         liabilities referred to in the first sentence of this subsection (d)
         shall be deemed to include any legal or other expenses reasonably
         incurred by such indemnified party in connection with investigating or
         defending any action or claim which is the subject of this subsection
         (d). Notwithstanding the provisions of this subsection (d), no
         Purchaser shall be required to contribute any amount in excess of the
         amount by which the total discounts, fees and commissions received by
         such Purchaser exceeds the amount of any damages which such Purchaser
         has otherwise been required to pay by reason of such untrue or alleged
         untrue statement or omission or alleged omission. No person guilty of
         fraudulent misrepresentation (within the meaning of Section 11(f) of
         the Securities Act) shall be entitled to contribution from any person
         who was not guilty of such fraudulent misrepresentation. The
         Purchasers' obligations in this subsection (d) to contribute are
         several in proportion to their respective purchase obligations and not
         joint.

                 (e) The obligations of the Company under this Section shall be
         in addition to any liability which the Company may otherwise have and
         shall extend, upon the same terms and conditions, to each person, if
         any, who controls any Purchaser within the meaning of the Securities
         Act or the Exchange Act; and the obligations of the Purchasers under
         this Section shall be in addition to any liability which the respective
         Purchasers may otherwise have and shall extend, upon the same terms and
         conditions, to each person, if any, who controls the Company within the
         meaning of the Securities Act or the Exchange Act.

         8. Default of Purchasers. If any Purchaser or Purchasers default in
their obligations to purchase Offered Securities hereunder and the aggregate
principal amount of Offered Securities that such defaulting Purchaser or
Purchasers agreed but failed to purchase does not exceed 10% of the total
principal amount of Offered Securities, CSFBC may make arrangements satisfactory
to the Company for the purchase of such Offered Securities by other persons,
including any of the Purchasers, but if no such arrangements are made by the
Closing Date, the non-defaulting Purchasers shall be obligated severally, in
proportion to their respective commitments hereunder, to purchase the Offered
Securities that such defaulting Purchasers agreed but failed to purchase. If any
Purchaser or Purchasers so default and the principal amount of Offered
Securities with respect

                                       21

<PAGE>

to which such default or defaults occur exceeds 10% of the aggregate principal
amount of Offered Securities and arrangements satisfactory to CSFBC and the
Company for the purchase of such Offered Securities by other persons are not
made within 36 hours after such default, this Agreement will terminate without
liability on the part of any non-defaulting Purchaser or the Company, except as
provided in Section 9. As used in this Agreement, the term "Purchaser" includes
any person substituted for a Purchaser under this Section. Nothing herein will
relieve a defaulting Purchaser from liability for its default.

         9.  Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Company and of the several Purchasers set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any investigation,
or statement as to the results thereof, made by or on behalf of any Purchaser,
the Company or any of their respective representatives, officers or directors or
any controlling person, and will survive delivery of and payment for the Offered
Securities. If this Agreement is terminated pursuant to Section 8 or if for any
reason the purchase of the Offered Securities by the Purchasers is not
consummated, the Company shall remain responsible for the expenses to be paid or
reimbursed by it pursuant to Section 5 and the respective obligations of the
Company and the Purchasers pursuant to Section 7 shall remain in effect. If the
purchase of the Offered Securities by the Purchasers is not consummated for any
reason other than solely because of the termination of this Agreement pursuant
to Section 8 or the occurrence of any event specified in clause (iii), (iv),
(v), (vi) or (vii) of Section 6(b), the Company will reimburse the Purchasers
for all out-of-pocket expenses (including fees and disbursements of counsel)
reasonably incurred by them in connection with the offering of the Offered
Securities.

         10. Notices. All communications hereunder will be in writing and, if
sent to the Purchasers will be mailed, delivered or telegraphed and confirmed to
the Purchasers, c/o Credit Suisse First Boston Corporation, Eleven Madison
Avenue, New York, N.Y. 10010-3629, Attention: Investment Banking Department -
Transactions Advisory Group, or, if sent to the Company, will be mailed,
delivered or telegraphed and confirmed to it at 3050 East Birch Street, Brea, CA
92821, Attention: ; provided, however, that any notice to a Purchaser pursuant
to Section 7 will be mailed, delivered or telegraphed and confirmed to such
Purchaser.

         11. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
controlling persons referred to in Section 7, and no other person will have any
right or obligation hereunder, except that holders of Offered Securities shall
be entitled to enforce the agreements for their benefit contained in the second
and third sentences of Section 5(b) hereof against the Company as if such
holders were parties thereto.

         12. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

         13. Applicable Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York without regard to
principles of conflicts of laws.

         The Company hereby submits to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.

                                       22

<PAGE>

         If the foregoing is in accordance with the Purchasers' understanding of
our agreement, kindly sign and return to us one of the counterparts hereof,
whereupon it will become a binding agreement between the Company and the several
Purchasers in accordance with its terms.

                                             Very truly yours,

                                             Earle M. Jorgensen Company

                                             By_______________________________
                                             Name:
                                             Title:

The foregoing Purchase Agreement
  is hereby confirmed and accepted
  as of the date first above written.

Credit Suisse First Boston Corporation
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.

  Acting on behalf of themselves
  and as the Representatives of
  the several Purchasers


By: Credit Suisse First Boston Corporation

         By__________________________
         Name:
         Title:

<PAGE>

                                   SCHEDULE A

                                                       Principal Amount of
                                                       Offered Securities
                                                       $250,000,000

             Manager
             -------
Credit Suisse First Boston Corporation                 $100,000,000
Deutsche Bank Securities Inc.                          $100,000,000
J.P. Morgan Securities Inc.                            $ 50,000,000

                                                       ------------
                           Total                       $250,000,000
                                                       ============

<PAGE>

                                   SCHEDULE B


Indenture
Regulation Rights Agreement
Security Documents
Intercreditor Agreement
Bank Amendment Documents

<PAGE>

                                   SCHEDULE C

Earle M. Jorgensen (Canada), Inc.
Stainless Insurance, Ltd.

<PAGE>

                                    EXHIBIT I