Exhibit

4.6




 




FOURTH

AMENDMENT TO THE RESTRUCTURING AGREEMENT




 




THIS FOURTH AMENDMENT TO THE RESTRUCTURING AGREEMENT

(this “Fourth Amendment”) is made and entered into as of September 30, 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, the $25,000,000 dividend paid to Holding in

connection with the Offering constitutes Excess Cash Flow of Holding; and




 




WHEREAS, as of June 30, 2002, Holding and KIA IV

entered into a Third Amendment to the Restructuring Agreement extending the due

date for any Excess Cash Flow payment in order to allow Holding to explore

strategic alternatives for itself and to retain the $25,000,000 dividend and

any earnings thereon until October 1, 2002.




 




WHEREAS, Holding and KIA IV have agreed to further

extend the due date for any Excess Cash Flow payment to January 1, 2003.




 





























 




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.             Extension

of Interest Payment Date.




 




1.1.          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.




 




1.2.          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 January 1, 2003

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 Fourth 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 Fourth Amendment and has taken all necessary corporate action to

authorize the transactions contemplated hereby and thereby.  This Fourth Amendment has been duly

authorized, executed and delivered by Holding. 

This Fourth Amendment constitutes the legal, valid and binding

obligations of Holding, enforceable against Holding in accordance with its

terms.




 




2.4.          No Violation; Conflicts.  The execution and delivery of this Fourth

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




 




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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 Fourth Amendment or the consummation of the transactions contemplated by

this Fourth 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 Fourth 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

Fourth 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 Fourth Amendment or any provisions herein

contained.  This Fourth 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 Fourth Amendment and the Restructuring Agreement, notices and other

communications under this Fourth 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

92821, 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 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,




 




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such further documents and do such other acts as KIA IV may reasonably

request in order to effect fully the purpose of this Fourth Amendment.




 




7.             Miscellaneous.  This Fourth 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 Fourth 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 Fourth 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 Fourth Amendment.  This Fourth 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 Fourth Amendment

shall be held invalid or unenforceable by any court of competent jurisdiction,

the other provisions of this Fourth Amendment shall remain in full force and

effect.  Any provisions of this Fourth

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]




 




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IN WITNESS WHEREOF, the undersigned have caused this

Fourth 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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