TOIndenture • May 29th, 1998 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York
ARTICLE I DEFINITIONSSecurity Agreement • July 3rd, 2002 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York
Exhibit 4.20 EARLE M. JORGENSEN COMPANY 9 3/4% Senior Secured Notes Due 2012 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 3rd, 2002 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York
Exhibit 4.19 EARLE M. JORGENSEN COMPANY 9 3/4% Senior Secured Notes Due 2012 PURCHASE AGREEMENTPurchase Agreement • July 3rd, 2002 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York
EXHIBIT 4.5 [CONFORMED AS EXECUTED] =========================================== ===================================== AMENDED AND RESTATED CREDIT AGREEMENT in the amount ofCredit Agreement • May 29th, 1998 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENTCredit Agreement • July 3rd, 2002 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York
ARTICLE I DEFINITIONSSecurity Agreement • May 29th, 1998 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York
amongTerm Loan Agreement • May 29th, 1998 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices
A/B EXCHANGERegistration Rights Agreement • May 29th, 1998 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York
CONFORMED AS EXECUTED] INTERCREDITOR AGREEMENT ----------------------- THIS INTERCREDITOR AGREEMENT, dated as of the 24th day of March, 1998, by and among Fleet National Bank in its capacity as administrative agent for itself and any other "Term...Intercreditor Agreement • May 29th, 1998 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT in the amount ofCredit Agreement • May 7th, 2002 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York
RESTRUCTURING AGREEMENTRestructuring Agreement • May 29th, 1998 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York
SECOND AMENDMENTCredit Agreement • February 14th, 2002 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York
EXHIBIT 4.2(c) THIS NOTE (OR ITS PREDESSOR) HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED...Note Purchase Agreement • May 29th, 1998 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York
NINTH AMENDMENT AND WAIVER NINTH AMENDMENT AND WAIVER (this "Amendment"), dated as of June 4, 1997, among EARLE M. JORGENSEN HOLDING COMPANY, INC., a Delaware corporation ("Holding"), EARLE M. JORGENSEN COMPANY, a Delaware corporation (the...Credit Agreement • June 27th, 1997 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York
W I T N E S S E T H :Credit Agreement • June 27th, 1997 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York
FIRST AMENDMENTCredit Agreement • June 29th, 2001 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York
EXHIBIT 4.2(b) THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED...Note Purchase Agreement • May 29th, 1998 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York
REGISTRATION RIGHTS AGREEMENT EARLE M. JORGENSEN COMPANY Dated as of [ ]Registration Rights Agreement • December 22nd, 2004 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of , among Earle M. Jorgensen Company, a Delaware corporation (the “Company”), Kelso Investment Associates, L.P., a Delaware limited partnership (“KIA LP”), Kelso Equity Partners II, L.P., a Delaware limited partnership (“KEP II”), KIA III-Earle M. Jorgensen, L.P., a Delaware limited partnership (“KIA III-EMJ”), and Kelso Investment Associates IV, L.P., a Delaware limited partnership (“KIA IV”, and together with KIA LP, KEP II and KIA III-EMJ, “Kelso”) and Maurice S. Nelson, Jr. (“Nelson”). Kelso and Nelson are hereinafter referred to collectively as the “Stockholders.” Capitalized terms used herein without definition are defined in Section 10.
b) except as set forth herein, agrees that such execution, delivery and performance shall not in any way affect such entity's obligations under any Credit Document (as defined in the Existing Credit Agreement) other than the Existing Credit Agreement,...Credit Agreement • May 29th, 1998 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices
SECOND AMENDMENT to the RESTRUCTURING AGREEMENT between EARLE M. JORGENSEN HOLDING COMPANY, INC. and KELSO INVESTMENT ASSOCIATES IV, L.P.Restructuring Agreement • June 25th, 2003 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York
THIS SECOND AMENDMENT TO THE RESTRUCTURING AGREEMENT (this “Second Amendment”) is made and entered into as of May 22, 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”).
FOURTH AMENDMENT TO THE RESTRUCTURING AGREEMENTRestructuring Agreement • June 25th, 2003 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York
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”).
EARLE M. JORGENSEN HOLDING COMPANY, INC. INCENTIVE AND NON-QUALIFIED STOCK OPTION AGREEMENT INCENTIVE AND NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement"), dated as of January 30, 1997, between EARLE M. JORGENSEN HOLDING COMPANY, INC., a...Incentive and Non-Qualified Stock Option Agreement • June 27th, 1997 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • Delaware
AGREEMENT AND PLAN OF MERGER Dated as of January 17, 2006 Among RELIANCE STEEL & ALUMINUM CO., RSAC ACQUISITION CORP. And EARLE M. JORGENSEN COMPANYMerger Agreement • January 19th, 2006 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • Delaware
This AGREEMENT AND PLAN OF MERGER is dated as of January 17, 2006, by and among Reliance Steel & Aluminum Co., a California corporation (“Parent”), RSAC Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and Earle M. Jorgensen Company, a Delaware corporation (the “Company”). Capitalized terms used herein without definition shall have the meanings assigned thereto in Section 1.01.
EMJ Letterhead]Transfer Restriction Agreement • December 22nd, 2004 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices
This agreement (the “Agreement”) sets forth certain restrictions upon the transfer of all shares of common stock of Earle M. Jorgensen Company (“EMJ”) beneficially owned by you, including, without limitation, shares of common stock owned directly, or indirectly through the EMJ stock bonus plan, including shares contributed to the stock bonus plan as part of the special contribution, and shares of common stock received upon exercise of stock options (the “Securities”). The restrictions contained in this letter agreement will be imposed in connection and upon the consummation of an initial public offering (the “IPO”) of shares of common stock of EMJ. Notwithstanding the foregoing, any Securities purchased by you in the open market after consummation of the merger and financial restructuring and the IPO will not be subject to this Agreement.
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • March 8th, 2005 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the “Second Amendment”) is made as of March 3, 2005, by and among Earle M. Jorgensen Holding Company, Inc., a Delaware corporation (“Holding”), Earle M. Jorgensen Company, a Delaware corporation (the “Company”), and EMJ Metals LLC, a Delaware limited liability company (“EMJ Metals LLC”).
EARLE M. JORGENSEN COMPANY NON-QUALIFIED STOCK OPTION AGREEMENT (Time-based Vesting)Non-Qualified Stock Option Agreement • December 22nd, 2004 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of , 20 (“Grant Date”), is between Earle M. Jorgensen Company, a Delaware corporation (the “Company”), and , (the “Participant”) relating to options granted under the Company’s 2004 Stock Incentive Plan (the “Plan”). Capitalized terms used in this Agreement without definition shall have the meaning ascribed to such terms in the Plan.
Letterhead of Holding]Adjustment to Outstanding Stock Options • December 22nd, 2004 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices
This letter is to confirm our agreement with respect to certain changes that will be made to your outstanding stock option(s) that were granted pursuant to the terms of the Earle M. Jorgensen Holding Company, Inc. Option Plan.
CONSENT TO PAYMENT OF ADVISORY FEEConsent to Payment of Advisory Fee • February 11th, 2005 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York
This CONSENT TO PAYMENT OF ADVISORY FEE (this “Consent”) is dated as of December 20, 2004 and is by and among EARLE M. JORGENSEN HOLDING 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”).
EARLE M. JORGENSEN COMPANY STOCK OPTION AMENDMENTStock Option Amendment • January 19th, 2006 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • Delaware
THIS STOCK OPTION AMENDMENT (this “Amendment”), dated and effective as of January 1, 2005 (“Amendment Date”), is between Earle M. Jorgensen Company, a Delaware corporation (the “Company”), and (the “Participant”), relating to stock options granted under the Earle M. Jorgensen Holding Company, Inc. Option Plan, dated January 30, 1997, as amended and assumed by the Company (the “Plan”). Capitalized terms used in this Amendment without definition shall have the meaning ascribed to such terms in the Plan.
CONSULTING AGREEMENTConsulting Agreement • April 7th, 2006 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • California
This Consulting Agreement (this “Agreement”) is made as of April 3, 2006 (the “Effective Date”) by and between Earle M. Jorgensen Company, a Delaware corporation (formerly known as RSAC Acquisition Corp.) (the “Company”), and Maurice S. Nelson, an individual (“Consultant”).
AMENDMENT NO. 1 TO SECURITY AGREEMENT by and among EARLE M. JORGENSEN COMPANY, EACH DOMESTIC RESTRICTED SUBSIDIARY OF EARLE M. JORGENSEN COMPANY And THE BANK OF NEW YORK TRUST COMPANY, N.A. (as successor to The Bank of New York), as Trustee Dated as...Security Agreement • November 1st, 2006 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices
This AMENDMENT NO. 1 TO SECURITY AGREEMENT (this “Amendment”) dated as of October 26, 2006 by and among Earle M. Jorgensen, a Delaware corporation (the “Issuer Grantor”), each domestic Restricted Subsidiary (as defined in the Indenture referred to below) of the Issuer Grantor and The Bank of New York Trust Company, N.A., a national banking association, as successor trustee (the “Trustee”) under the Indenture amends certain provisions of the Security Agreement dated as of May 22, 2002 by and among the Issuer Grantor, each domestic Restricted Subsidiary of the Issuer Grantor and The Bank of New York, as trustee (the “Security Agreement”).
FORM OF AMENDED AND RESTATED SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENTSSecond Amendment to Credit Agreement • December 22nd, 2004 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York
This AMENDED AND RESTATED SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENTS (this “Amendment”) is dated as of December 14, 2004, and entered into by and among EARLE M. JORGENSEN HOLDING COMPANY, INC., a Delaware corporation (“Holding”), EARLE M. JORGENSEN COMPANY, a Delaware corporation (the “Borrower”), the banks and other financial institutions signatory hereto that are parties as Lenders to the Credit Agreement referred to below (the “Lenders”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company), as agent for the Lenders (in such capacity, the “Agent”).
EARLE M. JORGENSEN COMPANY INCENTIVE STOCK OPTION AGREEMENT (Time-based Vesting)Incentive Stock Option Agreement • December 22nd, 2004 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • Delaware
THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) dated as of , 20 (“Grant Date”), is between Earle M. Jorgensen Company, a Delaware corporation (the “Company”), and , (the “Participant”) relating to options granted under the Company’s 2004 Stock Incentive Plan (the “Plan”). Capitalized terms used in this Agreement without definition shall have the meaning ascribed to such terms in the Plan.
NOMINATING AGREEMENTNominating Agreement • December 22nd, 2004 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • Delaware
NOMINATING AGREEMENT, dated as of (this “Agreement”), by and among Earle M. Jorgensen Company a Delaware corporation (the “Company”), Kelso Investment Associates, L.P., a Delaware limited partnership (“KIA LP”), Kelso Equity Partners II, L.P., a Delaware limited partnership (“KEP II”), KIA III-Earle M. Jorgensen, L.P., a Delaware limited partnership (“KIA III-EMJ”), and Kelso Investment Associates IV, L.P., a Delaware limited partnership (together with KIA LP, KEP II and KIA III-EMJ, “Kelso”).
