Exhibit
4.5


 


THIRD
AMENDMENT TO THE RESTRUCTURING AGREEMENT


 


THIS THIRD AMENDMENT TO THE RESTRUCTURING AGREEMENT
(this “Third Amendment”) is made and entered into as of June 28, 2002, between
Earle M. Jorgensen Holding Company, Inc., a Delaware corporation (“Holding”),
and Kelso Investment Associates IV, L.P., a Delaware limited partnership (“KIA
IV”).


 


W
I  T  N  E  S  S  E  T  H:


 


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


 


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


 


WHEREAS, pursuant to that certain Indenture, dated as
of May 22, 2002 (the “Indenture”) between the Company and The Bank of New York, and
as set forth in that certain Offering Circular of the Company, dated May 17,
2002 (the “Offering”), the Company issued $250,000,000 in aggregate principal
amount of its 93⁄4% Senior Secured Notes due 2012 (the “Senior Secured Notes”);


 


WHEREAS, the net proceeds of the Offering were used,
among other things, to pay a dividend to Holding in the amount of $25,000,000
to enable Holding to (x) pay principal and accrued interest on Holding’s
indebtedness to KIA IV (the “Holding Notes”) and/or (y) to redeem or repurchase
capital stock of Holding, subject to the terms of the Restructuring Agreement.


 


WHEREAS, the Holding Notes provide that Holding shall
apply all Excess Cash Flow to the payment of interest due under the outstanding
Holding Notes if and to the extent that on any Interest Payment Date (as
defined in the Holding Notes) the aggregate interest payments due under the
Holding Notes then outstanding exceeds the Excess Cash Flow of Holding for the
preceding six-month period, or in lieu thereof to issue an additional note (a
“Secondary Note”) in an aggregate principal amount equal to the amount of such
excess interest;


 


WHEREAS, July 1, 2002 is the next Interest Payment
Date on which Holding must apply any Excess Cash Flow to the payment of
interest due on such date on the Holding Notes;


 


WHEREAS, the $25,000,000 dividend paid to Holding in
connection with the Offering constitutes Excess Cash Flow of Holding; and


 


WHEREAS, in order to allow Holding to explore
strategic alternatives for itself, Holding and KIA IV have agreed to defer the
due date for any Excess Cash Flow payment and allow Holding to retain the
$25,000,000 dividend and any earnings thereon until October 1, 2002, which
actions shall not constitute an Event of Default under the terms of the Holding
Notes.


 

















 


NOW, THEREFORE, in consideration of the mutual
promises, covenants, representations and warranties made herein and of the
mutual benefits to be derived herefrom, the parties hereto agree as follows:


 


1.             Issuance of the
2002 Secondary Note and Extension of Interest Payment Date.


 


1.1.          Issuance
of the 2002 Secondary Note.  Subject
to the terms and conditions hereof, on the next Interest Payment Date, Holding
shall issue and deliver to KIA IV a new Secondary Note, in the form attached to
the Second Amendment to the Restructuring Agreement dated as of May 22, 2002
between Holding and KIA IV.


 


1.2.          Prepayment
of Holding Notes.  Holding and KIA
IV covenant and agree to discuss the future application of the dividend
received by Holding, including the possible application of all or a portion of
such amount to the prepayment of a portion of the Holding Notes and/or the
payment of accrued interest on the Holding Notes.  Notwithstanding the foregoing, the application of such dividend
will be in accordance with the terms of the Restructuring Agreement, as
amended, unless KIA IV consents in writing to a different application.


 


1.3.          Retention
of Dividend and Extension of Interest Payment Date.  Holding and KIA IV agree that Holding is
entitled to retain the $25,000,000 dividend received by Holding in connection
with the Offering until October 1, 2002 promptly after which all such amounts
will be applied as Excess Cash Flow to the payment of interest unless otherwise
agreed in writing by Holding and KIA IV.  Holding and KIA IV acknowledge and agree that the retention by
Holding of the $25,000,000 dividend and the taking of any other actions
contemplated by this Third Amendment shall not constitute an Event of Default under
Section 11.1 of the Restructuring Agreement, as amended.


 


2.             Representations
and Warranties of Holding.  Holding
represents and warrants to KIA IV as follows:


 


2.1.          Organization,
Standing, Etc.  Holding is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and has all requisite corporate power and
authority to own and operate its properties and to carry on its business as now
conducted and as proposed to be conducted.


 


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


 


2.3.          Authorization.  Holding has the corporate power and
authority and the legal right to make, deliver and perform its obligations
under this Third Amendment and has taken all necessary corporate action to
authorize the transactions contemplated hereby and thereby.  This Third Amendment has been duly
authorized, executed and delivered by Holding. 
This Third Amendment constitutes the legal, valid and binding
obligations of Holding, enforceable against Holding in accordance with its
terms.


 


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2.4.          No
Violation; Conflicts.  The execution
and delivery of this Third Amendment and the performance by Holding of its
terms will not (a) violate any law or regulation or any order or decree of any
court or governmental instrumentality applicable to Holding or any of its
subsidiaries; (b) conflict with or constitute a material default under, or give
rise to any right of termination or acceleration under, any material indenture,
mortgage, deed of trust or loan agreement, or any other material agreement,
lease or other instrument, to which Holding or any of its subsidiaries is a
party or by which any of their property or assets are bound or to which they
may be subject; or (c) violate any provision of the Certificate of Incorporation
or By-Laws of Holding or any of its subsidiaries.


 


2.5.          Governmental
Consent.  No consent, approval or
authorization of, or declaration or filing with, any Governmental Authority on
the part of Holding or any of its subsidiaries is required for the valid
execution and delivery of this Third Amendment or the consummation of the
transactions contemplated by this Third Amendment.


 


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


 


4.             Parties.  This Third Amendment shall inure to the
benefit of and be binding upon the parties hereto, each subsequent holder of a
Holding Note and each of their respective successors and assigns.  Nothing expressed or mentioned in this Third
Amendment is intended or shall be construed to give any Person, other than the
parties hereto, each subsequent holder of a Holding Note and their respective successors
and assigns, any legal or equitable right, remedy or claim under or in respect
of this Third Amendment or any provisions herein contained.  This Third Amendment and all conditions and
provisions hereof are intended to be for the sole and exclusive benefit of the
parties hereto, any subsequent holder of a Holding Note and each of their
respective successors and assigns, and for the benefit of no other Person.


 


5.             Notices, Etc.  Except as otherwise provided in this Third
Amendment and the Restructuring Agreement, notices and other communications
under this Third Amendment and the Restructuring Agreement shall be in writing
and shall be delivered by hand, or mailed certified or registered mail with
postage prepaid, or faxed, addressed, (a) if to Holding, c/o Earle M.
Jorgensen Company, 3050 East Birch Street, Brea, California 92621, fax
number:  (714) 577-3765 to the attention
of Mr. William Johnson, Vice President and Chief Financial Officer, or at such
other address or to the attention of such other officer as Holding shall have
furnished to KIA IV in writing with a copy to Mark A. Conley, Katten Muchin
Zavis Rosenman, 2029 Century Park East, Suite 2600, Los Angeles, California
90067, fax number:  (310) 712-8225
or (b) if to KIA IV, c/o Kelso & Company, Inc., 320 Park Avenue, 24th
Floor, New York, New York 10022, fax number: 
(212) 223-2379 to the attention of Mr. Matelich with a copy to James
Connors, II, Kelso & Company, Inc., 320 Park Avenue, 24th Floor, New York,
New York 10022, fax number: (212) 223-2379 or at such other address, or to the
attention of such other officer, as KIA IV shall have furnished to Holding in
writing or (c) if to any other holder of any Holding Note, at such address
or such fax number as such other holder shall have furnished to Holding in
writing, or, until any such other holder so furnishes to Holding an address or
fax number, then to and at the address of the last holder of such Holding Note
who has furnished an address to Holding. 
Any notice so addressed shall be deemed to be given three


 


3

















 


Business Days after being mailed by certified or registered mail or on
the next Business Day after being faxed.


 


6.             Further Assurances.  At any time or from time to time upon the
request of KIA IV, Holding shall execute and deliver, and shall cause its
subsidiaries to execute and deliver, such further documents and do such other
acts as KIA IV may reasonably request in order to effect fully the purpose of
this Third Amendment.


 


7.             Miscellaneous.  This Third Amendment shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto, whether so expressed or not, and, in particular,
shall inure to the benefit of and be enforceable by any holder or holders at
the time of the Holding Notes or any part thereof.  This Third Amendment shall be construed and enforced in
accordance with and governed by the law of the State of New York without regard
to the conflicts of law rules of such state. 
The headings in this Third Amendment are for purposes of reference only
and shall not limit or otherwise affect the meaning hereof.  Except as otherwise indicated, references to
any “Section” mean a “Section” of this Third Amendment.  This Third Amendment may be executed in any
number of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument.


 


8.             Savings Clause.  Except as amended herein, each provision of
the Restructuring Agreement and the Stock Pledge Agreement and the Warrants shall
continue valid, binding and in full force and effect.


 


9.             Severability.  If any provision of this Third Amendment
shall be held invalid or unenforceable by any court of competent jurisdiction,
the other provisions of this Third Amendment shall remain in full force and
effect.  Any provisions of this Third
Amendment held invalid or unenforceable only in part or degree shall remain in
full force and effect to the extent not held invalid or unenforceable.


 


[signature page
follows]


 


4

















 


IN WITNESS
WHEREOF, the undersigned have caused this Third Amendment to be duly executed
as of the date first above written.


 


	
   

  	
   

  	
  EARLE M. JORGENSEN
  HOLDING COMPANY,

  INC., a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/WILLIAM S. JOHNSON

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William S. Johnson

  
	
   

  	
   

  	
  Its:

  	
  Vice President, Chief
  Financial Officer

  and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KELSO INVESTMENT
  ASSOCIATES IV, L.P., a

  Delaware limited partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Kelso Partners IV,
  L.P., a Delaware limited

  partnership

  
	
   

  	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/DAVID I. WAHRHAFTIG

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David I. Wahrhaftig

  
	
   

  	
   

  	
   

  	
  Its:

  	
  General Partner

  
										



 


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