0001104659-03-013014 Sample Contracts

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”).

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FOURTH AMENDMENT TO THE RESTRUCTURING AGREEMENT
Restructuring 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”).

THIRD AMENDMENT TO THE RESTRUCTURING AGREEMENT
Restructuring Agreement • June 25th, 2003 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York

THIS THIRD AMENDMENT TO THE RESTRUCTURING AGREEMENT (this “Third Amendment”) is made and entered into as of June 28, 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”).

FIFTH AMENDMENT TO THE RESTRUCTURING AGREEMENT
Restructuring Agreement • June 25th, 2003 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York

THIS FIFTH AMENDMENT TO THE RESTRUCTURING AGREEMENT (this “Fifth Amendment”) is made and entered into as of December 31, 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”).

STOCKHOLDERS AGREEMENT
Stockholders Agreement • June 25th, 2003 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices

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.

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