**   Exhibit4.18**

 

**CONSENT TO INCREASED CAPITAL EXPENDITURES**

 

This **CONSENTTO INCREASED CAPITAL EXPENDITURES**(this “Consent”) is dated as ofJune    , 2004 and is by and among **EARLE M. JORGENSEN HOLDING COMPANY, INC****.**, a**Delawarecorporation (“Holding”), **EARLE M. JORGENSENCOMPANY,**a Delaware corporation (“Borrower”) the financialinstitutions party to the Credit Agreement (each a “Lender” and, collectively,“Lenders”) and **DEUTSCHE BANK TRUST COMPANYAMERICAS** (formerly known as Bankers Trust Company), as Agent for theLenders (in such capacity, “Agent”).

 

**RECITALS**

 

**WHEREAS**, Holding, Borrower, Lenders, Agent and Deutsche Bank Securities, Inc.,as Lead Arranger and Sole Book Runner, have entered into that certain SecondAmended and Restated Credit Agreement dated as of March 3, 1993, amended andrestated as of March 24, 1998 and further amended and restated as of April 12,2002 (as amended, supplemented or otherwise modified to date, the “CreditAgreement”; capitalized terms used herein without definition shall have themeanings ascribed to such terms in the Credit Agreement); and

 

**WHEREAS**, Borrower has requested that Agent and the Lenders consent to anincrease in the amount of permitted Capital Expenditures in fiscal year 2005;and

 

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

 

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

 

**AGREEMENT**

 

**Section 1.              CONSENT**

 

Effective upon the ConsentEffective Date (as defined in Section 2 below), Agent and Lenders herebyconsent to an increase in the Capital Expenditures permitted by Section 8.4 ofthe Credit Agreement to $20,000,000 for the fiscal year beginning April 1,2004, in addition to any “excess” available under the proviso containedin such Section 8.4.

 

**Section 2*.*             CONDITIONSTO EFFECTIVENESS**

 

This Consent shall becomeeffective (the date of satisfaction of the following condition being referredto herein as the “Consent Effective Date”) upon the execution and delivery toAgent of a counterpart hereof by Holding and Borrower, the Required Lenders andAgent; provided, however, that Holding, Borrower and/or any Lender may deliver its counterpartsignature page hereto by telecopy to Agent or Agent’s counsel, which deliveryshall be binding

 

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on Holding, Borrower and/orsuch Lender. Holding, Borrower and any such Lender delivering the signaturepage by telecopy shall promptly provide Agent or Agent’s counsel with anadequate number (as determined by Agent) of originally executed signature pageshereto..

 

| **Section 3.** | **MISCELLANEOUS PROVISIONS**                                                                                                             |
|----------------|------------------------------------------------------------------------------------------------------------------------------------------|
|           |                                                                                                                                     |
| ** **     | **3.01          Effect on and Ratification of the Credit  Agreement and Credit Documents.** |

 

**A.           **The execution, delivery and effectiveness ofthis Consent shall not, except as expressly provided herein, operate as amodification or waiver of any provision of the Credit Agreement or of anyright, power or remedy of Agent or any Lender under the Credit Agreement.

 

**B.**            As specifically modified hereby, theCredit Agreement and other Credit Documents shall remain in full force andeffect and are hereby ratified and confirmed.

 

**3.02        Headings**.   Section headings in this Consent areincluded herein for convenience of reference only and shall not constitute apart of this Consent for any other purpose or be given any substantive effect.

 

**3.03        Counterparts**.    This Consent may be executed in any numberof counterparts, and by different parties hereto in separate counterparts, eachof which when so executed and delivered shall be deemed an original, but allsuch counterparts together shall constitute but one and the sameinstrument.   Delivery of an executedcounterpart hereof by telecopy shall be effective as delivery of an executedoriginal hereof.

 

**3.04        ApplicableLaw.   THIS CONSENT SHALL BE GOVERNED BY,AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATEOF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE ANDWITHOUT REGARD TO CONFLICT OF LAWS.**

 

 

[Signature Pages Follow]

 

2

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**IN WITNESS WHEREOF,**this Consent to Increased Capital Expenditures has been duly executed on behalfof each 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: | VP & CFO |   |

 

 
|   | **EARLE M. JORGENSEN COMPANY** |
|--------|--------------------------------|
|   |
|   |
|   | By:                            | /s/ William  S. Johnson |   |
|   |                           | Name: | William S.  Johnson |   |
|   |                           | Title: | VP & CFO |   |

 

 

S-1

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|   | **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

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|   | **THE CIT GROUP/BUSINESS CREDIT, INC.**  as a Lender |
|--------|------------------------------------------------------|
|   |
|   |
|   | By:                                                  | /s/ Renee  Singer |   |
|   |                                                 | Name: | RENEE SINGER |   |
|   |                                                 | Title: | VICE  PRESIDENT, TEAM LEADER |   |
|        |                                                      |  |  |  |  |

 

S-3

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|   | **CONGRESS FINANCIAL CORPORATION**  as a Lender |
|--------|-------------------------------------------------|
|   |
|   |
|   | By:                                             | /s/ Herbert  C. Korn |   |
|   |                                            | Name: | Herbert C.  Korn |   |
|   |                                            | Title: | VP |   |

 

S-4

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|   | **BANK OF AMERICA BUSINESS CAPITAL  (as successor to Fleet Capital Corporation),**as a Lender |
|--------|-----------------------------------------------------------------------------------------------|
|   |
|   |
|   | By:                                                                                           |   |   |
|   |                                                                                          | Name: |   |   |
|   |                                                                                          | Title: |   |   |

 

S-5

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|   | **WELLS FARGO FOOTHILL (formerly known as Foothill Capital  Corporation),**  as a Lender |
|--------|------------------------------------------------------------------------------------------|
|   |
|   |
|   | By:                                                                                      | /s/ Dennis  King |   |
|   |                                                                                     | Name: | Dennis King |   |
|   |                                                                                     | Title: | Vice  President |   |

 

S-6

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|   | **GMAC COMMERCIAL CREDIT, LLC,**  as a Lender |
|--------|-----------------------------------------------|
|   |
|   |
|   | By:                                           | /s/ Daniel  L. Murray |   |
|   |                                          | Name: | Daniel L.  Murray |   |
|   |                                          | Title: | First Vice  President |   |

 

S-7

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|   | **LA SALLE NATIONAL BANK,**as a Lender |
|--------|----------------------------------------|
|   |
|   |
|   | By:                                    | /s/ Wayne D.  Hillock |   |
|   |                                   | Name: | Wayne D.  Hillock |   |
|   |                                   | Title: | SVP |   |

 

S-8

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|   | **MANUFACTURERS BANK,**as a Lender |
|--------|------------------------------------|
|   |
|   |
|   | By:                                | /s/ Tom  Larson |   |
|   |                               | Name: | TOM LARSON |   |
|   |                               | Title: | VICE  PRESIDENT |   |

 

S-9

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|   | **FLEET CAPITAL CORPORATION,**  as a Lender |
|--------|---------------------------------------------|
|   |
|   |
|   | By:                                         | /s/ Matthew  Van Steenhuvse |   |
|   |                                        | Name: | Matthew Van  Steenhuvse |   |
|   |                                        | Title: | Senior Vice  President |   |

 

S-10

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