Omnibus Amendment 1996 Note Purchase Agreement

Exhibit 10.2

Execution Copy

Reliance Steel & Aluminum Co.

Omnibus Amendment
Dated as of June 13, 2005

to:

1996 Note Purchase Agreement

1997 Note Purchase Agreement

1998 Note Purchase Agreement
and
2003 Note Purchase Agreement

Each as described herein

Omnibus Amendment

      This Omnibus Amendment, dated as of June 13, 2005 (the “Omnibus Amendment” ), to each of the Outstanding Agreements (as defined below) is among Reliance Steel & Aluminum Co. , a California corporation (the “Company” ), and each of the institutions which is a signatory to this Omnibus Amendment (collectively, the “Noteholders” ).

Recitals:

     A. The Company and the Noteholders have heretofore entered into the various Note Agreements described on the attached Schedule A (collectively, the “Outstanding Agreements” ), pursuant to which the Company issued its Notes as described on said Schedule A (collectively, the “Notes” ). The Notes which are presently outstanding are hereafter referred to as the “Outstanding Notes.”

     B. The Company and the Noteholders now desire to amend the Outstanding Agreements in the respects, but only in the respects, hereinafter set forth.

     C. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Outstanding Agreements unless herein defined or the context shall otherwise require.

     D. All requirements of law have been fully complied with and all other acts and things necessary to make this Omnibus Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

      Now, therefore , upon the full and complete satisfaction of the conditions precedent to the effectiveness of this Omnibus Amendment set forth in Section 3.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

Section 1. Amendments.

      Section 1.1. Section 10.2 of each of the Outstanding Agreements shall be and is hereby amended in its entirety to read as follows:

                Section 10.2. Subsidiary Debt . The Company will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume, guarantee, or otherwise become directly or indirectly liable with respect to, any Debt, except:

               (a) Debt of a Restricted Subsidiary owed to the Company or to a Wholly-Owned Restricted Subsidiary;

               (b) Debt of a Restricted Subsidiary outstanding on the date hereof and disclosed in Schedule 5.15 hereto, provided that such Debt may not be extended, renewed or refunded except as otherwise permitted by this Agreement;

               (c) Debt of a Restricted Subsidiary outstanding at the time such Restricted Subsidiary becomes a Restricted Subsidiary, provided that (1) such Debt shall not have been incurred in contemplation of such Restricted Subsidiary becoming a Restricted Subsidiary and (2) immediately after such Restricted Subsidiary becomes a Restricted Subsidiary no Default or Event of Default shall exist, and provided, further, that such Debt may not be extended, renewed or refunded except as otherwise permitted by this Agreement;

               (d) Debt of a Restricted Subsidiary in addition to that otherwise permitted by the foregoing provisions of this Section 10.2, provided that on the date the Restricted Subsidiary incurs or otherwise becomes liable with respect to any such additional Debt and immediately after giving effect thereto and the concurrent retirement of any other Debt, (1) no Default or Event of Default exists and (2) the total amount of all Debt of Restricted Subsidiaries (other than Debt permitted by Section 10.2(e)) plus all Debt of the Company secured by Liens permitted by Section 10.5(k) does not exceed 10% of Consolidated Net Worth; and

               (e) (i) Debt of any Restricted Subsidiary evidenced by the Subsidiary Guaranty with respect to the Notes, (ii) Debt of any Restricted Subsidiary which has delivered a Subsidiary Guaranty that remains in effect which Debt shall be evidenced by a Guaranty in substantially the same form as the Subsidiary Guaranty with respect to notes of the Company and (iii) Debt of any Restricted Subsidiary which has delivered a Subsidiary Guaranty that remains in effect which Debt shall constitute a Guaranty of, or a direct obligation under, the Credit Agreement.

For the purposes of this Section 10.2, any Person becoming a Restricted Subsidiary after the date hereof shall be deemed, at the time it becomes a Restricted Subsidiary, to have incurred all of its then outstanding Debt.

      Section 1.2. Section 10.5(k) of the Outstanding Agreements shall be and is hereby amended by adding the following paragraph at the end of such Section:

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               (k) other Liens not otherwise permitted by paragraphs (a) through (j), securing Debt of the Company or any Restricted Subsidiary, provided that the total amount of all Debt of Restricted Subsidiaries (other than Debt permitted by Section 10.2(e)) plus all Debt of the Company secured by Liens permitted by this paragraph (k) does not exceed 10% of Consolidated Net Worth.

      Section 1.3. Schedule B to each of the Outstanding Agreements shall be and is hereby amended by adding thereto in the 1996 Note Purchase Agreement and the 1997 Note Purchase Agreement and amending in its entirety in the 1998 Note Purchase Agreement and the 2003 Note Purchase Agreement, the definition of “Credit Agreement” to read as follows:

“Credit Agreement” means that certain Credit Agreement dated as of October 24, 2001 among the Company, RSAC Management Corp., Bank of America, National Association, as administrative agent and the other financial institutions party thereto, as amended, (or any credit facility entered into in replacement thereof, including, without limitation, any resulting increase in the principal amount thereof, as may be amended, restated or replaced from time to time).

Section 2. Representations, Warranties and Agreements of the Company.

      Section 2.1. To induce the Noteholders to execute and deliver this Omnibus Amendment, the Company represents and warrants to the Noteholders (which representations and warranties shall survive the execution and delivery of this Omnibus Amendment) that:

               (a) this Omnibus Amendment has been duly authorized, executed and delivered by it and this Omnibus Amendment, and each of the Outstanding Agreements as amended by this Omnibus Amendment, constitute the legal, valid and binding obligations, contracts and agreements of the Company enforceable against it in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

               (b) the execution, delivery and performance by the Company of this Omnibus Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any

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indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(b) ;

               (c) as of the date hereof and after giving effect to this Omnibus Amendment, no Default or Event of Default under any of the Outstanding Agreements has occurred which is continuing; and

               (d) all of the representations and warranties contained in Section 5 of each of the Outstanding Agreements are true and correct in all material respects with the same force and effect as if made by the Company on and as of the date hereof, except that any representation or warranty made as of a specific date shall be deemed made as of such specific date and except any schedule which is part of such representation or warranty shall be deemed to read as set forth on the revised schedules attached hereto as Exhibit A.

Execution and delivery by the Company of this Omnibus Amendment constitutes the certification by the Company that the foregoing representations and warranties are true and correct on and with respect to the date hereof.

Section 3. Conditions to Effectiveness of This Omnibus Amendment.

      Section 3.1. This Omnibus Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:

               (a) executed counterparts of this Omnibus Amendment, duly executed by the Company and the Required Holders of the Outstanding Notes under each Outstanding Agreement, shall have been delivered to the Noteholders; and

               (b) the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof and the execution and delivery by the Company of this Omnibus Amendment shall constitute certification of the same.

Upon receipt of all of the foregoing, this Omnibus Amendment shall become effective.

Section 4. Payment of Noteholders’ Counsel Fees and Expenses.

      Section 4.1. The Company agrees to pay upon demand, the reasonable fees and expenses of Chapman and Cutler LLP, counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Omnibus Amendment.

Section 5. Miscellaneous.

      Section 5.1. This Omnibus Amendment shall be construed in connection with and as part of each of the Outstanding Agreements, and except as modified and expressly amended by

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this Omnibus Amendment, all terms, conditions and covenants contained in each of the Outstanding Agreements and each of the Outstanding Notes are hereby ratified and shall be and remain in full force and effect.

      Section 5.2. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Omnibus Amendment may refer to the Outstanding Agreements without making specific reference to this Omnibus Amendment but nevertheless all such references shall include this Omnibus Amendment unless the context otherwise requires.

      Section 5.3. The descriptive headings of the various Sections or parts of this Omnibus Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

      Section 5.4. This Omnibus Amendment shall be governed by and construed in accordance with New York law.

      Section 5.5. This Omnibus Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.

      Section 5.6 . Upon termination of the Credit Agreement dated as of October 24, 2001, the Noteholders hereby agree that the Intercreditor Agreement among the Noteholders and the parties to the Credit Agreement shall be terminated and no longer in effect.

[Signature Pages Follow]

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      In Witness Whereof , the parties hereto have executed and delivered this Omnibus Amendment as of the date first written above

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Accepted as of the date Omnibus written above:

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