**Exhibit 4.1**

 

**CONSENT TO PAYMENT OF ADVISORY FEE**

 

This **CONSENT TO PAYMENT OF ADVISORY FEE** (this “Consent”) is dated as of December 20, 2004 and is by and among **EARLE M. JORGENSENHOLDING COMPANY, INC.,** a Delaware corporation (“Holding”), **EARLE M. JORGENSEN COMPANY,** a Delaware corporation (“Borrower”) the financial institutions party to the Credit Agreement (each a “Lender” and,collectively, “Lenders”) and **DEUTSCHE BANK TRUST COMPANY AMERICAS** (formerly known as Bankers Trust Company), as Agent for the Lenders (in such capacity, “Agent”). 

 

**RECITALS**

 

**WHEREAS,** Holding, Borrower, Lenders, Agent and Deutsche BankSecurities, Inc., as Lead Arranger and Sole Book Runner, have entered into that certain 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 April12, 2002, as amended (as amended, supplemented or otherwise modified to date, the “Credit Agreement”; capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Credit Agreement); and 

 

**WHEREAS,** Holding, Borrower, Lenders and Agent have entered intothat Amended and Restated Second Amendment to Second Amended and Restated Credit Agreement and Consents dated as of December 14, 2004 (the “Second Amendment”); and 

 

**WHEREAS,** Borrower has requested that Agent and the Lenders consent to the payment prior to the Merger Effective Dateof the fee to Kelso & Co. approved as a Permitted Transaction pursuant to the Second Amendment; and 

 

**WHEREAS,** Agent and the Lenders are, on the terms and conditions set forth herein, willing to grant such consent. 

 

**NOW THEREOF,** in consideration of the premises and other good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledged, and upon execution and delivery hereof by Holding, Borrower, Agent and Required Lenders, the parties to the Credit Agreement hereby agree as follows: 

 

**AGREEMENT**

 

**Section 1. CONSENT**

 

Effective upon the Consent Effective Date (as defined in Section 2), Agentand Lenders hereby consent to the payment of the fee provided in clause (viii) of the definition of Permitted Transactions on or before December 31, 2004; provided that (i) concurrently with such payment the obligations of the Company to payfuture fees to Kelso & Co. are terminated and (ii) the amount of such payment shall be deducted in calculating EBITDA. 

**Section 2. CONDITIONS TO EFFECTIVENESS**

 

This Consent shall become effective upon the date (the “Consent Effective Date”) on which a counterpart of thisConsent has been executed and delivered to the Agent by Holding, Borrower, the Required Lenders and Agent (by hand delivery, mail or telecopy). 

 

**Section 3. MISCELLANEOUS PROVISIONS**

 

**3.01 Effect on and Ratification of the Credit Agreement and Credit Documents.**

 

**A.**The execution, delivery and effectiveness of this Consent shall not, except as expressly provided herein, operateas a modification or waiver of any provision of the Credit Agreement or of any right, power or remedy of Agent or any Lender under the Credit Agreement. 

 

**B.**As specifically modified hereby, the Credit Agreement and other Credit Documents shall remain in full force and effect and are hereby ratifiedand confirmed. 

 

**3.02 Headings.**Section headings in thisConsent are included herein for convenience of reference only and shall not constitute a part of this Consent for any other purpose or be given any substantive effect. 

 

**3.03 Counterparts.**The Consent may be executed in any number of counterparts, and by different parties hereto inseparate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart hereof by telecopy shall beeffective as delivery of an executed original hereof. 

 

**3.04Applicable Law. THIS CONSENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE AND WITHOUT REGARD TO CONFLICT OF LAWS.**

 

[Signature Pages Follow] 

 

2 

**IN WITNESS WHEREOF**, this Consent to Payment of Advisory Fee has been duly executed on behalf ofeach of the undersigned as of the date first written above. 

 

**EARLE M. JORGENSEN HOLDING**

**COMPANY, INC.**
By: 
/s/ William S. Johnson
  Name: William S. Johnson  Title: Vice President and Chief Financial Officer**EARLE M. JORGENSEN COMPANY**By: 
/s/ William S. Johnson
  Name: William S. Johnson  Title: Vice President and Chief Financial Officer
 

S-1 

**DEUTSCHE BANK TRUST COMPANY**

**AMERICAS,**

  as Agent
By: 
/s/ Albert Fischetti
  Name: Albert Fischetti  Title: Director
**DEUTSCHE BANK TRUST COMPANY**

**AMERICAS,**

  as a Lender
By: 
/s/ Albert Fischetti
  Name: Albert Fischetti  Title: Director
 

S-2 

**THE CIT GROUP/BUSINESS CREDIT, INC.,**

  as a Lender
By: 
/s/ Howard Trebach
  Name: Howard Trebach  Title: Vice President
 

S-3 

**CONGRESS FINANCIAL CORPORATION,**

  as a Lender
By: 
/s/ Herbert C. Korn
  Name: Herbert C. Korn  Title: VP
 

S-4 

**FLEET CAPITAL CORPORATION,**

  as a Lender
By: 
/s/ John Tolle
  Name: John Tolle  Title: Vice President
 

S-5 

**WELLS FARGO FOOTHILL, INC.,**

  as a Lender
By: 
/s/ Dennis King
  Name: Dennis King  Title: Vice President
 

S-6 

**GMAC COMMERCIAL FINANCE LLC**

**Successor by merger to CMAC Commercial**

**Credit LLC,**

  as a Lender
By: 
/s/ Daniel J. Murray
  Name: Daniel J. Murray  Title: First Vice President

**MANUFACTURERS BANK,**

  as aLender
By: 
/s/ Tom Larson
  Name: Tom Larson  Title: Vice President

**THE PROVIDENT BANK,**

  as aLender
By: 
/s/ Thomas J. Evans
  Name: Thomas J. Evans  Title: Credit Officer