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.
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.
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]Jorgensen Earle M Co /De/ • December 22nd, 2004 • 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.
FORM OF AMENDED AND RESTATED SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENTSCredit 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”).
EARLE M. JORGENSEN COMPANY RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 22nd, 2004 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • Delaware
This Agreement is made and entered into as of the day of , 20 , by and between Earle M. Jorgensen Company, a Delaware corporation (the “Company”), and (“Participant”), relating to the grant and issuance of shares of common stock, par value $0.001 per share (“Common Stock”), of the Company under the Earle M. Jorgensen Company 2004 Stock Incentive Plan (the “Plan”). Capitalized terms used in this Agreement without definition shall have the meanings ascribed to such terms in the Plan.
AMENDMENT TO ADVISORY AGREEMENTAdvisory Agreement • December 22nd, 2004 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices
AMENDMENT TO ADVISORY AGREEMENT (the “Agreement”), dated as of December 17, 2004, between Earle M. Jorgensen Company, a Delaware corporation (the “Company”) and Kelso & Company, L.P. (“Kelso”).
