**Exhibit 10.25**

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**[ExecutionCopy]**

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**TERMINATIONOF MERGER AGREEMENT AND EXCHANGE AGREEMENT**

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THIS TERMINATION OFMERGER AGREEMENT AND EXCHANGE AGREEMENT (this “Agreement”) is dated as of July30, 2004, by and between Earle M. Jorgensen Holding Company, Inc. (“Holding”)and Earle M. Jorgensen Company (“Company”). All terms not otherwise defined herein shall have such meanings as areset forth in the Merger Agreement (as defined below).

 

WHEREAS, Holding, theCompany and EMJ Metals LLC entered into that certain Merger Agreement (the“Merger Agreement”) dated as of December 18, 2003, pursuant to which theparties agreed, among other things, that at the Effective Time (a) Holdingwould be merged with and into EMJ Metals LLC and the separate corporateexistence of Holding shall cease and EMJ Metals LLC shall be the survivingentity and (b) all issued and outstanding shares of Holding’s common stock,Holding’s 13% Cumulative Preferred Stock, $0.01 par value, and Holding’sVariable Rate Cumulative Preferred Stock, $0.01 par value would be convertedinto shares of common stock (the “Common Stock”), par value $0.001 per share ofthe Company;

 

WHEREAS, Holding, theCompany and certain stockholders and noteholders of Holding entered into thatcertain Exchange Agreement (the “Exchange Agreement”) dated as of December 18,2003, pursuant to which the parties agreed, among other things, that KIA IVwould exchange its Series A Variable Rate Senior Notes and each of its HoldingWarrants for Common Stock;

 

WHEREAS, Section 12.1 of theMerger Agreement provides, among other things, that the Company or Holding mayterminate the Merger Agreement if the Merger shall not have been consummated byMay 31, 2004;

 

WHEREAS, Section 7.1 ofthe Exchange Agreement provides that the Exchange Agreement shall terminateupon the earlier to occur of (a) the Effective Time and (b) termination of theMerger Agreement;

 

WHEREAS, Section 9.5 ofthe Merger Agreement provides, among other things, that from the date of theMerger Agreement through the Effective Time, neither Holding nor the Companyshall declare, set aside or pay any dividend or other distribution or paymentin cash, stock or property in respect of its shares of capital stock;

 

WHEREAS, Section 9.6 ofthe Merger Agreement provides that KIA IV agrees to waive until the EffectiveTime, or if earlier, the date that the Merger Agreement is terminated its rightto declare Holding in default and accelerate payment of all amount due on theSeries A Variable Rate Senior Notes on account of the failure to pay anyinterest or any other amounts due from December 1, 2003 through the EffectiveTime.

 

WHEREAS, Holding and theCompany collectively desire to terminate the Merger Agreement with the effectof also terminating the Exchange Agreement.

 

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NOW, THEREFORE, inconsideration of the foregoing premises and for other good and valuableconsideration, the receipt and adequacy of which is hereby acknowledged, theparties hereby agree as follows:

 

# 1.             Termination of Merger Agreement.  Pursuant to Section 12.1 of the MergerAgreement, the parties hereby agree that, effective immediately, the MergerAgreement is terminated in its entirety, shall be of no further force or effectand the rights and obligations of all parties thereto will be terminated andcancelled, including, without limitation, the covenants contained in Section9.5 and Section 9.6 of the Merger Agreement.

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# 2.             Counterparts. This Agreement may be executed in two or more counterparts, each ofwhich shall be deemed to be an original, but all of which together shallconstitute one and the same instrument.

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**Signature page follows]**

 

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IN WITNESS WHEREOF, theparties hereto have executed this Agreement to be effective as of the datefirst written above.

 
|   | EARLE M.  JORGENSEN COMPANY               |
|--------|-------------------------------------------|
|   |                                      |
|   |                                      |
|   | By:                                       | /s/ William S.  Johnson |   |
|   | Its:                                      | Vice President  and Chief Financial Officer |   |
|   |                                      |
|   |                                      |
|   | EARLE M.  JORGENSEN HOLDING COMPANY, INC. |
|   |                                      |
|   |                                      |
| :      | By:                                       | /s/ William S.  Johnson |   |
|   | Its:                                      | Vice President  and Chief Financial Officer |   |

 

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