Exhibit
4.3


 




 





EXECUTION COPY


 


SECOND
AMENDMENT


 


to the


 


RESTRUCTURING
AGREEMENT


 


between


 


EARLE
M. JORGENSEN HOLDING COMPANY, INC.


 


and


 


KELSO

INVESTMENT ASSOCIATES IV, L.P.


 












 


Dated
as of May 22, 2002


 












 




 




















 


Table of Contents


 


	
  1.

  	
  Cancellation
  of the Existing Notes and Issuance of the New Holding Notes

  
	
   

  	
  1.1.

  	
  Cancellation of the
  Existing Notes and Issuance of the New Notes

  
	
   

  	
  1.2.

  	
  Prepayment of Holding Notes

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Closing

  
	
   

  	
   

  
	
  3.

  	
  Conditions to Closing

  
	
   

  	
  3.1.

  	
  Representations and
  Warranties

  
	
   

  	
  3.2.

  	
  Performance;
  No Default

  
	
   

  	
  3.3.

  	
  Compliance
  Certificate

  
	
   

  	
  3.4.

  	
  Absence
  of Litigation

  
	
   

  	
  3.5.

  	
  Indenture

  
	
   

  	
  3.6.

  	
  Proceedings

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Representations
  and Warranties of Holding

  
	
   

  	
  4.1.

  	
  Organization, Standing, Etc

  
	
   

  	
  4.2.

  	
  Qualification

  
	
   

  	
  4.3.

  	
  Authorization

  
	
   

  	
  4.4.

  	
  No
  Violation; Conflicts

  
	
   

  	
  4.5.

  	
  Governmental
  Consent

  
	
   

  	
  4.6.

  	
  Compliance with
  Margin Regulations

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Terms of New Notes, Etc

  
	
   

  	
  5.1.

  	
  Terms of New Notes

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Definitions

  
	
   

  	
   

  
	
  7.

  	
  Survival of
  Representations and Warranties

  
	
   

  	
   

  
	
  8.

  	
  Parties

  
	
   

  	
   

  
	
  9.

  	
  Notices, Etc

  
	
   

  	
   

  
	
  10.

  	
  Further
  Assurances

  
	
   

  	
   

  
	
  11.

  	
  Miscellaneous

  
	
   

  	
   

  
	
  12.

  	
  Savings
  Clause

  
	
   

  	
   

  
	
  13.

  	
  Severability

  
	
   

  	
   

  
	
  EXHIBITS

  
	
   

  
	
  Exhibit A

  	
  Form of Holding Note

  
				



 


i

















 


SECOND
AMENDMENT TO THE RESTRUCTURING AGREEMENT


 


THIS SECOND AMENDMENT TO
THE RESTRUCTURING AGREEMENT (this “Second Amendment”) is made and entered into
as of May 22, 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 March 24, 1998 (the “Prior Indenture”) between
the Company and the United States Trust Company of New York, and as set forth
in that certain Offering Memorandum of the Company, dated March 19, 1998 (the
“Prior Offering”), the Company issued $105,000,000 in aggregate principal
amount of 9.5% Senior Notes due 2005 (the “Old Senior Notes”);


 


WHEREAS, concurrently
with the closing of the Prior Offering, the Company entered into (i) the
Special Term Loan Agreement (as hereinafter defined) pursuant to which the
Company borrowed $100,000,000, and (ii) the Amended and Restated Credit
Agreement (as hereinafter defined) pursuant to which the Company refinanced its
existing credit facility providing up to $220,000,000 in revolving credit and
letter of credit availability;


 


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


 


WHEREAS, concurrent with
Holding’s redemption of such Series A Notes and its payment of such accrued and
unpaid interest, Holding and KIA IV agreed, pursuant to that certain Amendment
to the Restructuring Agreement, dated as of March 24, 1998 (the “First
Amendment”), to extend the maturity of the remaining Series A Notes to March
20, 2006 and issued new notes in replacement thereof (the “Existing Holding
Notes”) and to make such other incidental amendments to the Restructuring
Agreement as were necessary for the Company to comply with the terms of the
Indenture, the Special Term Loan Agreement and the Amended and Restated Credit
Agreement.


 


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 “Current Offering”), the Company
intends to issue $250,000,000 in aggregate principal amount of its 9 3⁄4% Senior
Secured Notes due 2012 (the “Senior Secured Notes”);


 


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


 


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.                                       Cancellation
of the Existing Notes and Issuance of the New Holding Notes.


 


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


 


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


 


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


 


1.2.                              Prepayment of Holding Notes.  Holding and KIA IV covenant and agree to
discuss the 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 New Notes and/or the payment of accrued interest or the New
Notes.  Notwithstanding the foregoing,
the application of such dividend will be in accordance with the terms of the
Restructuring Agreement unless KIA IV consents in writing to a different application.


 


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


 


2

















 


3.                                       Conditions to
Closing.  The
obligation of KIA IV to consummate the transactions contemplated hereby is
subject to the fulfillment to its satisfaction, prior to or at the Closing, of
the following conditions:


 


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


 


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


 


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


 


3.4.                              Absence of Litigation.  No litigation or proceeding shall exist with
respect to any of the aforementioned agreements or this Second Amendment or any
other agreements, documents or transactions related thereto or hereto, which
would in the opinion of KIA IV be reasonably likely to have a material adverse
effect on the ability of Holding to perform its obligations under this Second
Amendment or the New Notes or on the validity or enforceability of this Second
Amendment or the New Notes.


 


3.5.                              Indenture. 
KIA IV shall be reasonably satisfied with the terms of the
Indenture.  The Indenture shall have
been duly executed and delivered by all parties thereto and there shall not exist
any default or event of default thereunder.


 


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


 


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


 


4.1.                              Organization, Standing, Etc.  Holding is a corporation duly organized,
validly existing and in good standing under the laws of the State of 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.


 


4.2.                              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.


 


3

















 


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


 


4.4.                              No Violation; Conflicts.  The execution and delivery of this Second
Amendment and the New Notes and the performance by Holding of their respective
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 the
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 the 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 the Subsidiaries.


 


4.5.                              Governmental Consent.  No consent, approval or authorization of, or
declaration or filing with, any Governmental Authority on the part of Holding
or any of the Subsidiaries is required for the valid execution and delivery of
this Second Amendment, the New Notes, the valid offer and issuance of the New
Notes pursuant to this Second Amendment or the consummation of the transactions
contemplated by this Second Amendment or the New Notes.


 


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


 


5.                                       Terms of New Notes,
Etc.


 


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


 


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


 


“Second Amended and Restated Credit
Agreement” refers to the Second Amended and Restated Credit
Agreement, dated as of March 3, 1993, amended and restated as of March 24,
1998 and further amended and restated as of April 12, 2002, among Holding, the
Company, various financial institutions specified therein, and Bankers Trust
Company, as agent, and Deutsche Bank Securities, Inc. as lead arranger and sole
book runner, and all security agreements and ancillary agreements referred to
therein, in each case as such agreements may be amended, restated, supplemented
or otherwise modified from time to time, including any 


 


4

















 


amendment
extending the maturity of or effecting a refinancing or restructuring of the
indebtedness of the Company thereunder.


 


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


 


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


 


“Second Amendment” refers to
this Second Amendment to the Restructuring Agreement, together with all
exhibits hereto, as amended from time to time.


 


“Special Term Loan Agreement”
refers to the Special Term Loan Agreement, dated as of March 24, 1998, among
the Company, DLJ Capital Funding, Inc., as syndication agent, and Fleet
National Bank, as administrative agent, and the lenders party thereto, and all
security agreements and ancillary agreements referred to therein, in each case
as such agreements may be amended, restated, supplemented or otherwise modified
from time to time.


 


7.                                       Survival
of Representations and Warranties.  All representations and warranties contained
in this Second Amendment or made in writing by or on behalf of Holding in
connection with the transactions contemplated by this Second Amendment shall
survive the execution and delivery of this Second Amendment, any investigation
at any time made by KIA IV or on KIA IV’s behalf, the issuance of the New Notes
to KIA IV under this Second Amendment and any disposition or payment of the New
Notes.  All statements contained in any
certificate or other instrument delivered by or on behalf of Holding pursuant
to this Second Amendment or in connection with the transactions contemplated by
this Second Amendment shall be deemed representations and warranties of Holding
under this Second Amendment.


 


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


 


9.                                       Notices, Etc.  Except as otherwise provided in
this Second Amendment and the Restructuring Agreement, notices and other
communications under this Second 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, 


 


5

















 


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 New 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 New Note who has furnished an address to
Holding.  Any notice so addressed shall
be deemed to be given three Business Days after being mailed by certified or
registered mail or on the next Business Day after being faxed.


 


10.                                 Further Assurances.  At any time or from time to time
upon the request of KIA IV, Holding shall execute and deliver, and shall cause
the 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 Second Amendment and the New Notes and to provide for payment
with respect to the New Notes in accordance with the terms of this Second
Amendment and the New Notes.


 


11.                                 Miscellaneous.  This Second 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 New Notes or any part thereof. 
This Second Amendment and the New Notes 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 Second 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 Second Amendment.  This Second 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.


 


12.                                 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 and the New Notes
shall be entitled to the full benefit and protection of the Stock Pledge
Agreement.


 


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


 


6

















 


IN WITNESS WHEREOF, the
undersigned have caused this Second 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

  
						



 


7

















 


Exhibit A


 


Form of Holding Note


 

















 


Exhibit
B


 


New
Holding Note R-22


 

















 


Exhibit
C


 


New
Holding Note R-23