Exhibit 10.4




 




THIRD AMENDMENT TO




STOCKHOLDERS AGREEMENT




 




AMENDMENT,

dated as of July 23, 1998, to the Stockholders Agreement (the “Agreement”),

amended and restated as of September 14, 1990, among Earle M. Jorgensen Holding

Company, Inc., a Delaware corporation (“Holding”), KIA III - Earle M.

Jorgensen, L.P., a Delaware limited partnership, Kelso Equity Partners II,

L.P., a Delaware limited partnership, and Kelso Investment Associates IV, L.P.,

a Delaware limited partnership (collectively, the “Kelso Stockholders”), the

Other Investors and the Management Stockholders, including Amendments, dated

January 20, 1992 and September 30, 1994. 

Capitalized terms used herein without definition shall have the meanings

assigned to such terms in the Agreement.




 




WHEREAS, the

parties to the Agreement desire to amend the Agreement so that the Agreement

will not expire until March 24, 2008;




 




WHEREAS, the

Board of Directors of Holding and a majority of the Kelso Stockholders, the

Other Investors and the Management Stockholders have approved this Amendment as

required by Section 11 of the Agreement.




 




NOW,

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




 




1.             Extension of Term.  (a) In Section 2.4 of the Agreement the

words “the tenth anniversary of the Closing” shall be deleted and replaced by

the words “March 24, 2008.”




 




(b)           In Section 3.4 of the Agreement the

words “the tenth anniversary of the Closing” shall be deleted and replaced by

the words “March 24, 2008.”




 




(c)           In Section 6.6 of the Agreement the

words “the tenth anniversary of the Closing” shall be deleted and replaced by

the words “March 24, 2008.”




 




(d)           In Section 7.1 of the Agreement the

words “the tenth anniversary of the Closing” shall be deleted and replaced by

the words “March 24, 2008.”




 




2.             Earle M. Jorgensen.  Section 2.5 of the Agreement shall be

amended by adding the following sentence to the end of such section:




 




“In the event that Earle M. Jorgensen ceases

to serve Holding or its subsidiaries for any reason, Mr. Jorgensen or his

Permitted Transferees and Holding may negotiate and agree upon a repurchase by

Holding of Mr. Jorgensen’s shares of Common Stock at a purchase price equal to

the then current Fair Market Value determined in accordance with Section 4.1.”




 




3.             Delivery to Parties.  Holding shall deliver a copy of this

Amendment to each party to the Agreement.




 





























 




4.             Survival of Agreement.  Except as expressly amended hereby, the

Agreement shall continue in full force and effect in accordance with the

provisions thereof.




 




5.             Counterparts.  This Amendment may be executed in

counterparts, each of which shall constitute an original, but all of which when

taken together shall constitute but one instrument.




 




IN WITNESS

WHEREOF, the parties hereto have caused this Amendment to be duly executed by a

duly authorized person, the individual whose name appears below or pursuant to

a duly executed power of attorney.




 




	

   


  	

   


  	

   


  	

   


  	

  EARLE M. JORGENSEN HOLDING COMPANY, INC.


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Date:  July 23, 1998


  	

   


  	

   


  	

   


  	

  By:


  	

  /s/CHARLES

  P. GALLOPO


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  Name:


  	

  Charles P. Gallopo


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  Title:


  	

  Vice President, Chief Financial Officer and


  Secretary


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  KIA III - EARLE M. JORGENSEN, L.P.


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  By:


  	

  Kelso Partners III, L.P., General Partner


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Date:  July 23, 1998


  	

   


  	

   


  	

   


  	

  By:


  	

  /s/DAVID I. WAHRHAFTIG


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  Name:


  	

  David I. Wahrhaftig


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  Title:


  	

  General Partner


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  KELSO INVESTMENT ASSOCIATES IV, L.P.


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  By:


  	

  Kelso Partners IV, L.P., General Partner


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Date:  July 23, 1998


  	

   


  	

   


  	

   


  	

  By:


  	

  /s/DAVID I. WAHRHAFTIG


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  Name:


  	

  David I. Wahrhaftig


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  Title:


  	

  General Partner


  
											





 




2





























 




	

   


  	

   


  	

   


  	

   


  	

  KELSO EQUITY PARTNERS II, L.P.


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Date:  July 23, 1998


  	

   


  	

   


  	

   


  	

  By:


  	

  /s/DAVID I.

  WAHRHAFTIG


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  Name:


  	

  David I. Wahrhaftig


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  Title:


  	

  General Partner


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  Management Stockholders owning a majority of the shares


  of Common Stock held by the Management Stockholders


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Date:  July 23, 1998


  	

   


  	

   


  	

   


  	

  By:


  	

  /s/CHARLES P. GALLOPO


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  Name:


  	

  Charles P. Gallopo


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  Other Investors owning a majority of the shares of


  Common Stock held by the Other Investors


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Date:  July 23, 1998


  	

   


  	

   


  	

   


  	

  By:


  	

  /s/CHARLES P. GALLOPO


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  Name:


  	

  Charles P. Gallopo


  
										





 




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