EARLE M. JORGENSEN
COMPANY,
THE BANK OF NEW YORK TRUST
COMPANY, N.A.
(as successor to The Bank of New York), as Trustee
Dated as of October 26,
2006
AMENDMENT NO. 1 TO INTERCREDITOR
AGREEMENT
This AMENDMENT NO.
1 TO INTERCREDITOR AGREEMENT (this “ Amendment
”) dated as of October 26, 2006 by and among Earle M.
Jorgensen, a Delaware corporation (the “ Company
”), The Bank of New York Trust Company, N.A., a national
banking association, as successor trustee (the “
Trustee ”) under the Indenture referred to below and
RSAC Management Corp. (“ Management ”), in its
capacity as Revolver Agent for itself and Reliance Steel &
Aluminum Co. (“ Reliance ”), amends certain
provisions of the Intercreditor Agreement dated as of May 22,
2002 by and among the Company, the Bank of New York, as trustee,
and the Deutsche Bank Trust Company Americas (“ DBTC
”), in its capacity as agent for itself and any other
Revolver Lender (the “ Intercreditor Agreement
”).
A. WHEREAS,
the Company’s predecessor has heretofore executed and
delivered to The Bank of New York, the Trustee’s predecessor,
an Indenture (as amended, supplemented or otherwise modified, the
“ Indenture ”) dated as of May 22, 2002,
providing for the issuance of the Company’s 9
3 / 4 %
Senior Secured Notes due 2012 (the “ Notes ”),
initially in the aggregate principal amount of up to
$250,000,000.
B. WHEREAS,
DBTC, Reliance and Management entered into an Assignment and
Assumption Agreement dated April 3, 2006 under which DBTC
irrevocably assigned to Management all of DBTC’s rights and
delegated to Management all of DBTC’s obligations under the
Intercreditor Agreement and Management accepted all of DBTC’s
right
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