425

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
January 17, 2006

RELIANCE STEEL & ALUMINUM CO.

(Exact name of registrant as specified in its charter)

California	001-13122	95-1142616
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

350 S. Grand Ave., Suite 5100
Los Angeles, CA 90071
(Address of principal executive offices)

(213) 687-7700
(Registrant’s telephone number, including area code)

Not applicable.
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Definitive Material Agreement.

     On January 17, 2006, Reliance Steel & Aluminum Co., a California corporation (“Reliance”), RSAC Acquisition Corp., a Delaware corporation that is a wholly-owned subsidiary of Reliance, and Earle M. Jorgensen Company, a Delaware corporation (“EMJ”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other things, EMJ will be merged with and into RSAC Acquisition Corp., with RSAC Acquisition Corp. as the surviving corporation (the “Merger”). Upon completion of the Merger, RSAC Acquisition Corp. will change its name to Earle M. Jorgensen Company. The Merger Agreement provides for Reliance to pay, for each share of EMJ common stock, par value $0.001, consideration that is 50% payable in cash, in the amount of $6.50 per share of EMJ common stock, and 50% payable in shares of Reliance common stock, no par value, with the number of shares of Reliance stock to be determined by the formula set forth below. The value of the combined cash and stock consideration to be paid to EMJ stockholders would be approximately $13.00 per share of EMJ common stock.

     The fraction of a share of Reliance common stock to be issued in exchange for each share of EMJ common stock as a result of the Merger, subject to the terms and conditions of the Merger Agreement, is subject to a 15% symmetrical collar, so that between 0.0892 and 0.1207 shares of Reliance common stock will be issued for each share of EMJ common stock. The actual number of Reliance shares to be issued between those limits depends on the average daily closing sale price for Reliance common stock reported on the New York Stock Exchange for the 20-day trading period ending with and including the second complete trading day prior to the date that the Merger becomes effective (“Average Stock Price”). If the Average Stock Price is less than the $72.86 but more than $53.86, then the exchange ratio used to determine the fraction of a share of Reliance common stock to be issued for each share of EMJ common stock shall be determined by dividing $6.50 by the Average Stock Price. If the Average Stock Price is equal to or less than the $53.86, then the exchange ratio used to determine the stock consideration shall be 0.1207 shares of Reliance common stock for each share of EMJ common stock. If the Average Stock Price is equal to or more than the $72.86, then the exchange ratio used to determine the stock consideration shall be 0.1207 shares of Reliance common stock for each share of EMJ common stock. The exchange ratio will not be more than 0.1207 and will not be less than 0.0892 shares of Reliance common stock for each share of EMJ common stock.

     At the time that the Merger becomes effective (the “Effective Time”), holders of outstanding options to purchase EMJ common stock granted originally under the Earle M. Jorgensen Holding Company, Inc. Option Plan effective as of January 30, 1997, as amended, and assumed by EMJ effective as of April 20, 2005, will be entitled to receive for each such option an amount of cash equal to $13.00 minus the applicable per share exercise price. At the Effective Time, each outstanding option to purchase EMJ common stock granted pursuant to the Earle M. Jorgensen Company 2004 Stock

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Incentive Plan shall be converted automatically into an option to purchase Reliance common stock on the same terms and conditions as were applicable to such options prior to the Effective Time, except that the number of shares of Reliance common stock that are subject to such option will be adjusted by a number determined by using an exchange ratio equal to dividing $13.00 by the Average Stock Price and the exercise price will be similarly adjusted, so as to preserve the economic value of the option. The Merger will be accounted for as a “purchase” and is intended to be a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), thereby making the transaction a tax-free reorganization with respect to the stock portion of the consideration to be paid to the EMJ stockholders.

     Reliance and EMJ have made customary representations, warranties and covenants in the Merger Agreement, including, among other things, covenants that (i) both Reliance and EMJ will conduct their respective businesses in the ordinary course consistent with past practice during the interim period between the execution of the Merger Agreement and the Effective Time and (ii) not to engage in certain kinds of transactions during such period. In addition, EMJ has agreed to cause a meeting of its stockholders to be held to consider adoption of the Merger Agreement. Reliance and EMJ will file a registration statement on Form S-4 with a proxy statement/prospectus with the Securities and Exchange Commission to register the shares of Reliance common stock to be issued pursuant to the Merger Agreement at the Effective Time. EMJ has also made certain additional customary covenants, including, among others, covenants not to: (i) solicit proposals relating to alternative business combination transactions or (ii) subject to certain exceptions, enter into discussions concerning, or provide confidential information in connection with, any proposals for alternative business combination transactions.

     Consummation of the Merger is subject to customary conditions, including (i) approval of the EMJ stockholders, (ii) the absence of any law or order prohibiting the consummation of the Merger, (iii) the absence of any material adverse change in the business or operations of either party, (iv) expiration or termination of the Hart-Scott-Rodino waiting period and (v) an effective registration of the shares of Reliance common stock to be issued in connection with the Merger. In addition, each party’s obligation to consummate the Merger is subject to certain other conditions, including, (a) the accuracy of the representations and warranties of the other party, (b) material compliance of the other party with its covenants, and (c) delivery of customary opinions from counsel to Reliance and counsel to EMJ that the Merger will qualify as a reorganization under Section 368(a) of the Code.

     The Merger Agreement contains certain termination rights for both Reliance and EMJ, and further provides that upon termination of the Merger Agreement under specified circumstances, EMJ may be required to pay to Reliance a termination fee of $20,476,157.

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     RSAC Acquisition Corp. will assume approximately $291 million of EMJ’s debt, including EMJ’s obligations under EMJ’s 9 ³/4% senior secured notes, as adjusted by any payments or borrowings made by EMJ prior to the closing.

     Reliance intends to finance the cash portion of the purchase price and repayment of certain of EMJ’s debt with cash on hand and borrowings under its existing $600 million syndicated credit facility, subject to obtaining the required approvals from Reliance’s lenders.

     Shares of EMJ common stock held by EMJ stockholders who properly demand payment for such shares in compliance with Section 262 of the Delaware General Corporation Law (the “DGCL”) will not be converted into the right to receive the merger consideration, but instead will be converted into the right to receive such consideration as may be determined to be due to such stockholder pursuant to Section 262 of the DGCL. However, if any EMJ stockholder fails to perfect or otherwise waives, withdraws or loses the right to receive payment under Section 262 of the DGCL, then that EMJ stockholder will not be paid in accordance with Section 262 of the DGCL and the shares of EMJ common stock held by that EMJ stockholder will be exchangeable solely for the right to receive the merger consideration as set forth in the Merger Agreement.

     As contemplated by the Merger Agreement, on January 17, 2006, Reliance, Kelso Investment Associates, L.P., a Delaware limited partnership (“KIA I”), 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”), and Kelso Investment Associates IV, L.P., a Delaware limited partnership (“KIA IV” and together with KIA I, KEP II and KIA III, the “Kelso Entities”), entered into a Voting Agreement (the “Voting Agreement”) pursuant to which, among other things, each of the Kelso Entities will, subject to certain exceptions, vote all shares of EMJ common stock held by the Kelso Entities in favor of the adoption and approval of the Merger Agreement and the Merger. The Kelso Entities currently hold approximately 50.1% of the outstanding shares of EMJ common stock. The Voting Agreement may be terminated upon the occurrence of certain events, including, without limitation, the withdrawal or adverse modification by the EMJ’s board of directors of its recommendation to the EMJ stockholders that they approve the transaction.

     In addition, on January 17, 2006, Reliance and the Kelso Entities entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which, among other things, Reliance granted to the Kelso Entities certain rights with respect to the registration of the shares of Reliance common stock that the Kelso Entities would receive on consummation of the Merger.

     The Boards of Directors of each of Reliance and EMJ unanimously approved the terms and conditions of the Merger Agreement at separate meetings on January 17, 2006. Following the Effective Time, Maurice S. “Sandy” Nelson, the Chief Executive Officer of EMJ, will retire, but will continue to be a consultant to Reliance and EMJ during a

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transition period following the Effective Time. No other changes in the officers and directors of either EMJ or Reliance is currently intended.

     Other than in respect of the Merger Agreement, the Voting Agreement and the Registration Rights Agreement, there is no material relationship between Reliance and EMJ or any of their affiliates.

     The foregoing description of the Merger and the Merger Agreement and the Voting Agreement and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as exhibits. The exhibits are not intended to provide any other factual information about Reliance or EMJ. The Merger Agreement contains representations and warranties that each of the parties made to the other. The assertions embodied in those representations and warranties are qualified by information provided in confidential disclosure schedules that the parties have exchanged in connection with the signing of the Merger Agreement. The disclosure schedules contain information that modify, qualify and/or create exceptions to the representations and warranties set forth in the Merger Agreement. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts at the time they were made or at any other time.

Additional Information

     Investors and security holders are urged to read the information provided in the proxy statement/prospectus and Reliance registration statement regarding the proposed transaction, when they become available, because they will contain important information. The proxy statement/prospectus will be filed with the Securities and Exchange Commission by Reliance and EMJ. Investors and security holders may obtain a free copy of the proxy statement/prospectus, when it is available, and other documents filed by Reliance and EMJ with the Securities and Exchange Commission (“SEC”) at the SEC’s website at www.sec.gov. The proxy statement/prospectus and these other documents may also be obtained, when available, free of charge from Reliance at www.rsac.com and from EMJ at www.emjmetals.com. Stockholders should read the definitive proxy statement/prospectus carefully before making a decision concerning the Merger. Reliance, EMJ and their respective directors and officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the EMJ stockholders in favor of the approval of the Merger. Information regarding the persons who may, under applicable SEC rules, be deemed to be participants in the solicitation of the EMJ stockholders in connection with the Merger is set forth in EMJ’s proxy statement for its 2005 annual meeting, filed with the SEC on July 22, 2005, and in Reliance’s proxy statement for its 2005 annual meeting, filed with the SEC on April 15, 2005, and additional information will be set forth in the definitive proxy statement/prospectus referred to above when it is filed with the SEC.

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Item 8.01 Other Events

     The disclosure set forth under Item 1.01 above is incorporated herein by reference. Reliance and EMJ issued a joint press release on January 17, 2006, and Reliance hosted a conference call on January 18, 2006 discussing the Merger. The press release and a transcript of that conference call are attached as exhibits hereto.

Item 9.01 Financial Statements and Exhibits

(a)	Financial Statements of Businesses Acquired.
	N/A
(b)	Pro Forma Financial Information.
	N/A
(c)	Shell Company Transactions.
	N/A
(d)	Exhibits.

2.1	Agreement and Plan of Merger dated as of January 17, 2006 by and among Reliance Steel & Aluminum Co., RSAC Acquisition Corp. and Earle M. Jorgensen Company.
2.2	Voting Agreement dated as of January 17, 2006 by and among Reliance Steel & Aluminum Co., a California corporation, and Kelso Investment Associates, L.P., a Delaware limited partnership, Kelso Equity Partners II, L.P., a Delaware limited partnership, KIA III-Earle M. Jorgensen, L.P., a Delaware limited partnership, and Kelso Investment Associates IV, L.P., a Delaware limited partnership, as stockholders of Earl M. Jorgensen Company, a Delaware corporation.
2.3	Registration Rights Agreement dated as of January 17, 2006 by and among Reliance Steel & Aluminum Co., a California corporation, and Kelso Investment Associates, L.P., a Delaware limited partnership, Kelso Equity Partners II, L.P., a Delaware limited partnership, KIA III-Earle M. Jorgensen, L.P., a Delaware limited partnership, and Kelso Investment Associates IV, L.P., a Delaware limited partnership.
99.1	Press Release dated January 17, 2006
99.2	Transcript of conference call dated January 18, 2006

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	RELIANCE STEEL & ALUMINUM CO.
Dated: January 18, 2006	By:	/s/ David H. Hannah
		David H. Hannah
		Chief Executive Officer

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EXHIBIT INDEX

2.1	Agreement and Plan of Merger dated as of January 17, 2006 by and among Reliance Steel & Aluminum Co., RSAC Acquisition Corp. and Earle M. Jorgensen Company.
2.2	Voting Agreement dated as of January 17, 2006 by and among Reliance Steel & Aluminum Co., a California corporation, and Kelso Investment Associates, L.P., a Delaware limited partnership, Kelso Equity Partners II, L.P., a Delaware limited partnership, KIA III-Earle M. Jorgensen, L.P., a Delaware limited partnership, and Kelso Investment Associates IV, L.P., a Delaware limited partnership, as stockholders of Earl M. Jorgensen Company, a Delaware corporation.
2.3	Registration Rights Agreement dated as of January 17, 2006 by and among Reliance Steel & Aluminum Co., a California corporation, and Kelso Investment Associates, L.P., a Delaware limited partnership, Kelso Equity Partners II, L.P., a Delaware limited partnership, KIA III-Earle M. Jorgensen, L.P., a Delaware limited partnership, and Kelso Investment Associates IV, L.P., a Delaware limited partnership.
99.1	Press Release dated January 17, 2006
99.2	Transcript of conference call dated January 18, 2006

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EX-2.1

EXHIBIT 2.1

AGREEMENT AND PLAN OF MERGER

Dated as of January 17, 2006

Among

RELIANCE STEEL & ALUMINUM CO.,

RSAC ACQUISITION CORP.

And

EARLE M. JORGENSEN COMPANY

TABLE OF CONTENTS

		Page
ARTICLE I Definitions; The Merger			1
SECTION 1.01.	Definitions; Interpretations		1
SECTION 1.02.	The Merger		8
SECTION 1.03.	Closing		9
SECTION 1.04.	Effective Time		9
SECTION 1.05.	Effects		9
SECTION 1.06.	Certificate of Incorporation and Bylaws		9
SECTION 1.07.	Directors		10
SECTION 1.08.	Officers		10
SECTION 1.09.	Additional Actions		10
ARTICLE II Effect on the Capital Stock of the Constituent Corporations; Exchange of Certificates			10
SECTION 2.01.	Effect on Capital Stock		10
SECTION 2.02.	Exchange Procedures		12
SECTION 2.03.	Company Stock Options; Holding Stock Options		15
SECTION 2.04.	Dissenter Rights		17
ARTICLE III Representations and Warranties of the Company			17
SECTION 3.01.	Organization, Standing and Power		17
SECTION 3.02.	Company Subsidiaries; Equity Interests		18
SECTION 3.03.	Capital Structure		18
SECTION 3.04.	Authority; Execution and Delivery; Enforceability		19
SECTION 3.05.	No Conflicts; Consents		20
SECTION 3.06.	Company SEC Documents; Company Financial Statements; Undisclosed Liabilities		21
SECTION 3.07.	Information Supplied		22
SECTION 3.08.	Absence of Certain Changes or Events		22
SECTION 3.09.	Taxes		23
SECTION 3.10.	Absence of Changes in Benefit Plans		24
SECTION 3.11.	ERISA Compliance; Excess Parachute Payments		25
SECTION 3.12.	Litigation		28
SECTION 3.13.	Compliance with Applicable Laws		28
SECTION 3.14.	Assets Other than Real Property Interests		28
SECTION 3.15.	Real Property		29
SECTION 3.16.	Labor Matters		29
SECTION 3.17.	Contracts		30
SECTION 3.18.	Environmental Matters		32
SECTION 3.19.	Intellectual Property		32
SECTION 3.20.	Controls and Procedures		33
SECTION 3.21.	Broker’s Fees; Finder’s Fees		34
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		Page
SECTION 3.22.	Opinion of Financial Advisor		34
SECTION 3.23.	Reorganization; Approvals		34
SECTION 3.24.	Insurance		34
SECTION 3.25.	State Takeover Statutes		35
ARTICLE IV Representations and Warranties of Parent and Sub			35
SECTION 4.01.	Organization, Standing and Power		35
SECTION 4.02.	Sub; Parent Subsidiaries		35
SECTION 4.03.	Capital Structure		35
SECTION 4.04.	Authority; Execution and Delivery; Enforceability		36
SECTION 4.05.	No Conflicts; Consents		37
SECTION 4.06.	Parent SEC Documents; Parent Financial Statements; Undisclosed Liabilities		37
SECTION 4.07.	Information Supplied		38
SECTION 4.08.	Absence of Certain Changes or Events		39
SECTION 4.09.	Litigation		39
SECTION 4.10.	Compliance with Applicable Laws		39
SECTION 4.11.	Controls and Procedures		40
SECTION 4.12.	Environmental Matters		41
SECTION 4.13.	ERISA Compliance; Excess Parachute Payments		42
SECTION 4.14.	Intellectual Property		44
SECTION 4.15.	Real Property		44
SECTION 4.16.	Labor Matters		44
SECTION 4.17.	Taxes		45
SECTION 4.18.	Broker’s Fees; Finder’s Fees		46
SECTION 4.19.	Reorganization; Approvals		46
SECTION 4.20.	Aggregate Cash Consideration		46
SECTION 4.21.	Insurance		46
ARTICLE V Covenants Relating to Conduct of Business			46
SECTION 5.01.	Conduct of Business		46
SECTION 5.02.	No Solicitation		51
ARTICLE VI Additional Agreements			52
SECTION 6.01.	Preparation of the Form S-4 and the Company Proxy Statement; Company Stockholders’ Meetings		52
SECTION 6.02.	HSR Act Filing		54
SECTION 6.03.	Access to Information; Confidentiality		55
SECTION 6.04.	Reasonable Efforts; Notification		56
SECTION 6.05.	Company Stock Options; Company RSP; Other Employee Benefits		57
SECTION 6.06.	Indemnification; Insurance		59
SECTION 6.07.	Fees and Expenses		60
SECTION 6.08.	Public Announcements		60
SECTION 6.09.	Transfer Taxes		61
SECTION 6.10.	Affiliates		61
SECTION 6.11.	Stock Exchange Listing and Delisting		61
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		Page
SECTION 6.12.	Tax Treatment		61
SECTION 6.13.	Stockholder Litigation		61
SECTION 6.14.	Section 16(b)		61
SECTION 6.15.	Notice of Certain Events		62
SECTION 6.16.	Payment of Fees		62
ARTICLE VII Conditions Precedent			62
SECTION 7.01.	Conditions to Each Party’s Obligation to Effect the Merger		62
SECTION 7.02.	Conditions to Obligations of Parent and Sub		63
SECTION 7.03.	Conditions to Obligation of the Company		64
SECTION 7.04.	Frustration of Closing Conditions		65
ARTICLE VIII Termination, Amendment and Waiver			65
SECTION 8.01.	Termination		65
SECTION 8.02.	Effect of Termination		66
SECTION 8.03.	Amendment		66
SECTION 8.04.	Extension; Waiver		66
SECTION 8.05.	Procedure for Termination, Amendment, Extension or Waiver		67
ARTICLE IX General Provisions			67
SECTION 9.01.	Nonsurvival of Representations and Warranties		67
SECTION 9.02.	Notices		67
SECTION 9.03.	Severability		68
SECTION 9.04.	Counterparts; Facsimile		68
SECTION 9.05.	Entire Agreement; No Third Party Beneficiaries		68
SECTION 9.06.	Governing Law		69
SECTION 9.07.	Assignment		69
SECTION 9.08.	Enforcement		69

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AGREEMENT AND PLAN OF MERGER

     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.

     WHEREAS, the respective Boards of Directors of Parent, Sub and the Company have (i) approved, and declared it advisable and in the best interests of their respective stockholders to consummate, the merger (the “Merger”) of the Company with and into Sub on the terms and subject to the conditions set forth in this Agreement, whereby each issued share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) not owned by Parent, Sub or the Company shall be canceled and converted into the right to receive the Merger Consideration (as defined in Section 2.01(c)(ii)) and (ii) adopted this Agreement, and Parent, as the sole stockholder of Sub, has approved this Agreement;

     WHEREAS, Parent and certain stockholders of the Company (the “Principal Company Stockholders”) have concurrently entered into a voting agreement (the “Voting Agreement”) pursuant to which the Principal Company Stockholders have agreed to take specified actions in furtherance of the Merger;

     WHEREAS, Parent and the Principal Company Stockholders have concurrently entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which Parent has agreed to provide registration rights and marketing assistance with respect to the shares of Parent Common Stock (as defined below) that the Principal Company Stockholders will receive in the Merger;

     WHEREAS, for Federal income tax purposes it is intended that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Code and that each of Parent, Sub and the Company is a “party to a reorganization” within the meaning of Section 368(b) of the Code with respect to the Merger; and

     WHEREAS, Parent, Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger.

     NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

Definitions; The Merger

     SECTION 1.01. Definitions; Interpretations.

     (a) Definitions. As used in this Agreement, the following terms have their respective meanings specified or referred to in this Section 1.01 and shall be equally applicable to both

singular and plural forms. Any agreement or statute referred to below shall mean such agreement or statute as amended, supplemented or modified from time to time or as of a specified date, as applicable. Any capitalized terms that are not otherwise defined in this Section 1.01 shall have their respective meanings as set forth in this Agreement.

     “Additional Employer Contribution” has the meaning specified in the Company RSP.

     An “affiliate” of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person.

     “Antitrust Laws” means the HSR Act and other antitrust, competition or premerger notification, trade regulation Law or Judgment (including, without limitation, those Laws giving rise to the need to submit the Regulatory Filings).

     “business day” means any day, other than (i) a Saturday or Sunday or (ii) a day on which banking and savings and loan institutions are authorized or required by Law to be closed in Los Angeles, California.

     “CGCL” means the California General Corporation Law as in effect from time to time.

     “Certificate” means a certificate representing any share or shares of Company Common Stock.

     “Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

     “Company Board” means the Board of Directors of the Company.

     “Company Bylaws” means the bylaws of the Company, as amended to, and in effect as of, the date of this Agreement.

     “Company Charter” means the certification of incorporation of the Company, as amended to, and in effect as of, the date of this Agreement.

     “Company Common Stock” means common stock, par value $0.001 per share, of the Company.

     “Company Credit Agreement” means that certain Third Amended and Restated Credit Agreement, dated as of March 3, 1993, amended and restated as of March 24, 1998, further amended and restated as of April 12, 2002, and further amended and restated as of March 3, 2005, by and among Holding, the Company, each of those financial institutions listed from time to time on Schedule I thereto, and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), acting as agent.

     “Company Financial Statements” means (i) the audited Consolidated Balance Sheets, Consolidated Statements of Income, Consolidated Statements of Cash Flows and Consolidated Statements of Stockholders’ Equity of the Company, and the related notes thereto, as of and for

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each of the fiscal years ended March 31, 2005, 2004 and 2003, and (ii) the unaudited Consolidated Balance Sheet, Consolidated Statement of Income, Consolidated Statement of Cash Flows and Consolidated Statement of Stockholders’ Equity of the Company, and the related notes thereto, as of and for the six-month period ended September 28, 2005, each of which is included in the Company SEC Documents.

     “Company Property” means Owned Property and Leased Property of the Company or any Company Subsidiary.

     “Company RSP” means the Earle M. Jorgensen Retirement Savings Plan effective as of August 1, 2005.

     “Company Senior Debt Agreements” means (i) the Company Credit Agreement and (ii) that certain Indenture dated as of May 22, 2002, with The Bank of New York, a New York banking corporation, with respect to the Company’s 9 3/4% Senior Secured Notes due 2012.

     “Company Stockholder Approval” means an approval of the Merger and the other Transactions (as defined in Section 1.02) by the majority of the voting power of the holders of the outstanding Company Common Stock.

     “Company Stockholders’ Meeting” means a meeting of the stockholders of the Company to approve the Merger and the other Transactions.

     “Company Subsidiaries” means the subsidiaries (including any predecessor entities) of the Company existing on the date of this Agreement.

     “Company Takeover Proposal” means (i) a transaction pursuant to which any person (or group (as defined under Section 13(d) of the Securities Act) of persons) (other than Parent, any of the Parent Subsidiaries or any affiliates of Parent), directly or indirectly, acquires or would acquire more than nineteen percent (19%) of (A) the outstanding shares of Company Common Stock, (B) the voting power of the outstanding securities of the Company or (C) any new series or new class of preferred stock of the Company that would be entitled to a class or series vote with respect to the Merger, whether from the Company or pursuant to a tender offer or exchange offer or otherwise, (ii) a merger, share exchange, consolidation or other business combination involving the Company (other than the Merger), (iii) any transaction pursuant to which any person (or group of persons) (other than Parent, any of the Parent Subsidiaries or any affiliates of Parent) acquires or would acquire control of assets (including for this purpose the outstanding equity securities of the Company and securities of the entity surviving any merger or business combination including any of the Company Subsidiaries) of the Company or any of the Company Subsidiaries representing more than twenty-five percent (25%) of the fair market value of all of the assets, net revenues or net income of the Company and the Company Subsidiaries, taken as a whole, immediately prior to such transaction or (iv) any other consolidation, business combination, recapitalization or similar transaction involving the Company or any of the Company Subsidiaries, other than the Transactions, as a result of which (A) the holders of shares of the Company immediately prior to such transactions do not, in the aggregate, own at least eighty-one percent (81%) of the outstanding shares of common stock and the outstanding voting power of the surviving or resulting entity in such transaction immediately after the

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consummation thereof in substantially the same proportion as such holders held the shares of Company Common Stock immediately prior the consummation thereof or (B) the individuals comprising the Company Board prior to such transaction do not constitute a majority of the board of the entity surviving or resulting from such transaction or such ultimate parent entity following the consummation of such transaction.

     “Confidentiality Agreement” means that certain confidentiality agreement, dated as of October 5, 2005, by and between the Company and Parent.

     “Consent” means any consent, approval, license, order or authorization.

     “Constituent Corporations” means the Company and the Sub.

     “Contract” means any written, oral, implied or other agreement, contract, understanding, arrangement, instrument, note, guaranty, indemnity, representation, warranty, deed, assignment, power of attorney, certificate, purchase order, work order, insurance policy, benefit plan, commitment, covenant, assurance or undertaking of any nature.

     “Credit Suisse” means Credit Suisse Securities (USA) LLC.

     “DGCL” means the Delaware General Corporation Law as in effect from time to time.

     “Environmental Claim” means any and all administrative, regulatory or judicial actions, suits, orders, demands, directives, claims, liens, judgments, investigations, proceedings or written or oral notices of noncompliance or violation by or from any person alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from (i) the presence or Release of, or exposure to, any Hazardous Materials at any location or (ii) the failure to comply with any Environmental Law.

     “Environmental Laws” means all applicable Federal, state, local and foreign Laws, Judgments or Environmental Permits or any legally binding agency requirement issued, promulgated or entered into by or with any Governmental Entity, relating to (i) pollution, natural resources or protection or restoration of endangered or threatened species, human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), (ii) the handling, use, presence, disposal, release or threatened release of any Hazardous Material or (iii) noise, odor, indoor air, employee exposure, wetlands, contamination or any injury or threat of injury to persons or property as a result of any Hazardous Material.

     “Environmental Permits” means all Permits and Consents pursuant to Environmental Law.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

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     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     “Excluded Persons” means (i) Parent and the Parent Subsidiaries and (ii) the Principal Company Stockholders and their respective affiliates.

     “FTC” means the Federal Trade Commission.

     “GAAP” means generally accepted accounting principles in the United States.

     “Governmental Entity” means any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic, foreign or supranational.

     “Hazardous Materials” means (i) any petroleum or petroleum products, radioactive materials or wastes, asbestos in any form, urea formaldehyde foam insulation and polychlorinated biphenyls and (ii) any other chemical, material, substance or waste that in relevant form or concentration is prohibited, limited or regulated under any Environmental Law.

     “Holding” means Earle M. Jorgensen Holding Company, Inc., a Delaware corporation that formerly was the parent company of the Company.

     “Holding Option Plan” means the Earle M. Jorgensen Holding Company, Inc. Option Plan, effective as of January 30, 1997, as amended, as assumed by the Company effective as of April 20, 2005, and as may be further amended prior to the Closing to ensure compliance with Section 409A of the Code.

     “Holding Stock Options” means each option to acquire shares of Company Common Stock that was originally granted pursuant to the Holding Option Plan and is outstanding at the date of this Agreement, as may be further amended prior to the Closing to ensure compliance with Section 409A of the Code.

     “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

     “Intellectual Property Rights” means all patents, patent rights, trademarks, trademark rights, trade names, trade name rights, service marks, service mark rights, copyrights, domain names, trade secrets, know-how and other proprietary intellectual property rights and computer programs, including any applications or registrations related to any of these items.

     “Judgment” means any judgment, order or decree.

     “knowledge” means, (i) with respect to the Company, the actual knowledge of the Company’s executive officers and directors and E. Gilbert Leon and (ii) with respect to Parent, the actual knowledge of Parent’s executive officers and directors.

     “Law” means any statute, law (including common law), ordinance, rule or regulation.

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     “Leased Property” means all real property and interests in real property leased by (i) the Company or any Company Subsidiary or (ii) Parent or any Parent Subsidiary, as applicable.

     “Liens” means pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever.

     “Material Adverse Effect” on a person means a material adverse effect on (i) the business, assets, financial condition or results of operations of such person and its subsidiaries, taken as a whole, (ii) the ability of such person to perform its obligations under this Agreement or (iii) the ability of such person to consummate the Merger and the other Transactions to be consummated by such person, but excluding any state of facts, event, change, effect, development, condition or occurrence relating to (A) the economy or financial markets in general, (B) the metal service center industry in general, (C) national or international political or social conditions, including the commencement, occurrence or continuation of any war, armed hostilities or acts of terrorism involving or affecting the United States of America or any territory, possession or diplomatic or consular offices thereof, or upon any military installation thereof, (D) with respect to the Company and Parent, the entering into by the Company of this Agreement with Parent as opposed to any other third party, (E) with respect to the Company and Parent, any acts or omissions by the other Party or its respective subsidiaries or affiliates, (F) any material change in applicable Law, (G) any change in the NYSE trading price or volume of Company Common Stock or Parent Common Stock, as applicable, or (H) adverse weather conditions or natural disasters.

     “NYSE” means the New York Stock Exchange and any successor (including, The NYSE Group, Inc. as currently contemplated by the pending merger between the New York Stock Exchange and Archipelago Holdings, Inc.).

     “Owned Property” means all real property and interests in real property owned in fee by (i) the Company or any Company Subsidiary or (ii) Parent or any Parent Subsidiary, as applicable.

     “Parent Board” means the Board of Directors of Parent.

     “Parent Bylaws” means the bylaws of Parent, as amended to, and in effect as of, the date of this Agreement.

     “Parent Charter” means the articles of incorporation of Parent, as amended to, and in effect as of, the date of this Agreement.

     “Parent Financial Statements” means (i) the audited Consolidated Balance Sheets, Consolidated Statements of Income, Consolidated Statements of Cash Flows and Consolidated Statements of Stockholders’ Equity of Parent, and the related notes thereto, as of and for each of the fiscal years ended December 31, 2004, 2003 and 2002, and (ii) the unaudited Consolidated Balance Sheet, Consolidated Statement of Income, Consolidated Statement of Cash Flows and Consolidated Statement of Stockholders’ Equity of Parent, and the related notes thereto, as of and for the nine-month period ended September 30, 2005, each of which is included in the Parent SEC Documents.

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     “Parent Property” means all Owned Property and Leased Property of Parent and the Parent Subsidiaries.

     “Parent Subsidiaries” means the subsidiaries of Parent existing on the date of this Agreement and Sub.

     “Participant” means any current or former employee, officer, director or independent contractor of the Company or any Company Subsidiary who receives or has received material benefits under the Company Benefit Plans (as defined in Section 3.10).

     “Parties” means Parent, Sub and the Company.

     “Permits” means permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of, and filings, declarations and registrations with, all Governmental Entities.

     A “person” means any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association, Governmental Entity or other entity.

     A “Release” means any actual or threatened release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within any building, structure, facility or fixture.

     “Representatives” means any officer, director, manager or employee of, or any investment banker, attorney, accountant or other advisor or representative retained by, a person.

     “Returns” means Federal, state, local and foreign returns, information statements and reports relating to Taxes.

     “SEC” means the Securities and Exchange Commission.

     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

     “S/OX” means the Sarbanes-Oxley Act of 2002.

     A “subsidiary” of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, fifty percent (50%) or more of the equity interests of which) is owned directly or indirectly by such first person.

     “Superior Company Proposal” means any bona fide, unsolicited Company Takeover Proposal (provided that for purposes of this definition of Superior Company Proposal, the percentages in clauses (i), (iii) and (iv) of the definition of Company Takeover Proposal shall be replaced with “fifty percent (50%)”) made by a third party that is not subject to a financing condition (other than on terms substantially similar to the provisions in Sections 4.20 and

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6.04(b)) and is on terms which the Company Board determines in good faith, after consultation with the Company’s outside legal counsel and financial advisors, to be more favorable to the holders of Company Common Stock, from a financial point of view, than the Merger; provided that the Company Board shall not so determine that any such proposal is a Superior Company Proposal prior to the time that is two (2) business days after the time at which the Company has complied in all material respects with Section 5.02(c) with respect to such proposal.

     “Supplemental SBP” means the Earle M. Jorgensen Supplemental SBP, effective as of March 31, 2006.

     “Taxes” means all Federal, state, local and foreign, taxes, assessments and other governmental charges, duties, impositions and liabilities relating to taxes, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and real property taxes and unclaimed property liability, together with all interest, penalties and additions imposed with respect to such amounts.

     “Tax Agreement” means any Contract to which any Party or any subsidiary of any Party is a party under which such Party or such subsidiary could reasonably be expected to be liable to another person under such Contract in respect of Taxes payable by such other person to any taxing authority or other person.

     “Transfer Taxes” means all stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes).

     “UBS” means UBS Securities LLC.

     “Voting Company Debt” means bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote.

     “Voting Parent Debt” means bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote.

     (b) Interpretations. When a reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this Agreement unless otherwise indicated. The table of contents and headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

     SECTION 1.02. The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, the Company shall be merged with and into Sub at the Effective Time (as defined in Section 1.04). At the Effective Time, the separate corporate existence of the Company shall cease and Sub shall (a) continue as the surviving corporation (the “Surviving Corporation”), (b) succeed to and assume all of the rights and obligations of the Company in accordance with the DGCL and (c) continue its corporate

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existence under the laws of the State of Delaware. The principal executive office of the Surviving Corporation will be the address of the Company’s executive offices. The Merger, the payment of cash in connection with the Merger, the issuance by Parent of shares of common stock, no par value per share, of Parent (“Parent Common Stock”) in connection with the Merger (the “Share Issuance”) and the other transactions contemplated by this Agreement and the Voting Agreement shall be referred to herein as the “Transactions”.

     SECTION 1.03. Closing. Subject to Section 6.01(f), the closing (the “Closing”) of the Merger and the Transactions shall take place at the offices of Katten Muchin Rosenman LLP (Los Angeles office) at 9:00 a.m., Pacific Standard Time, on the second business day following the satisfaction (or, to the extent permitted by Law, waiver) by all Parties of the conditions set forth in Section 7.01, or, if on such day any condition set forth in Section 7.02 or 7.03 has not been satisfied (or, to the extent permitted by Law, waived by the Party or Parties entitled to the benefits thereof), as soon as practicable after all of the conditions set forth in Article VII have been satisfied (or, to the extent permitted by Law, waived by the Party or Parties entitled to the benefits thereof), or at such other place, time and date as shall be agreed in writing between Parent and the Company. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”

     SECTION 1.04. Effective Time. Prior to the Closing, Parent shall prepare, and on the Closing Date the Surviving Corporation shall file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with such Secretary of State, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).

     SECTION 1.05. Effects. The Merger shall have the effects set forth in Section 259 of the DGCL. In accordance with the DGCL, all of the rights, privileges, property, powers and franchises of the Company and Sub shall vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation.

     SECTION 1.06. Certificate of Incorporation and Bylaws.

     (a) At the Effective Time, the certificate of incorporation of Sub as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein and in accordance with the DGCL. The certificate of incorporation of the Surviving Corporation shall be amended and restated at the Effective Time to be in the form of Exhibit A attached hereto.

     (b) At the Effective Time, the bylaws of Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein and in accordance with the DGCL. The bylaws of the Surviving Corporation shall be amended at the Effective Time so that each reference therein to Sub as the Surviving Corporation’s name is changed to be the Company’s name.

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     SECTION 1.07. Directors. At the Effective Time, the directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

     SECTION 1.08. Officers. At the Effective Time, the officers of the Company immediately prior to the Effective Time and certain officers of Parent identified by Parent prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their death, resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.

     SECTION 1.09. Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that consistent with the terms of this Agreement any further assignments or assurances in Law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of any Constituent Corporation acquired or to be acquired by reason of, or as a result of, the Merger or (b) otherwise to carry out the purposes of this Agreement, then, subject to the terms and conditions of this Agreement, each such Constituent Corporation and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and assurances in Law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the officers and directors of the Surviving Corporation are fully authorized in the name of any Constituent Corporation to take any and all such action.

ARTICLE II

Effect on the Capital Stock of the

Constituent Corporations; Exchange of Certificates

     SECTION 2.01. Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Sub, the Company or the holder of any shares of Company Common Stock or any shares of capital stock of Sub:

     (a) Capital Stock of Sub. Each issued and outstanding share of common stock, par value $0.001 per share, of Sub immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned subsidiary of Parent or of a wholly owned subsidiary of Parent. Each stock certificate of Sub evidencing ownership of any shares of common stock of Sub shall, following the Merger, evidence ownership of the same number of shares of common stock of the Surviving Corporation.

     (b) Cancellation of Treasury Stock and Parent Owned Stock. Each share of Company Common Stock owned by the Company, Parent or Sub or any subsidiary of the Company or Parent immediately prior to the Effective Time shall no longer be outstanding and shall

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automatically be canceled and retired and shall cease to exist, and no cash, Parent Common Stock or other consideration shall be delivered or deliverable in exchange therefor.

     (c) Conversion of Company Common Stock. Subject to adjustment as provided in Section 2.01(c)(iv) and other than Dissenter Shares (as defined in Section 2.04) and fractional shares subject to Section 2.02(e), each issued and outstanding share of Company Common Stock held by stockholders of the Company (other than shares cancelled pursuant to Section 2.01(b)) shall be converted into the right to receive:

     (i) a fraction of a share (rounded to four (4) decimal places) of validly issued, fully paid and nonassessable Parent Common Stock at an exchange ratio (the “Exchange Ratio”) as determined in accordance with this Section 2.01(c) (the “Stock Consideration”); and

     (ii) an amount in cash equal to $6.50 (the “Cash Consideration” and, together with the Stock Consideration and any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.02(e), the “Merger Consideration”).

     (iii) The Exchange Ratio shall be calculated as follows:

          (A) If the Average Parent Stock Price (as defined below in Section 2.01(c)(iii)(D)) is equal to or more than $72.86 (the “Upper Limit”), then the Exchange Ratio shall be 0.0892 shares of Parent Common Stock for each share of Company Common Stock.

          (B) If the Average Parent Stock Price is less than the Upper Limit but more than $53.86 (the “Lower Limit”), then the Exchange Ratio shall be equal to a fraction of a share of Parent Common Stock for each share of Company Common Stock determined by dividing $6.50 by the Average Parent Stock Price.

          (C) If the Average Parent Stock Price is equal to or less than the Lower Limit, then the Exchange Ratio shall be 0.1207 shares of Parent Common Stock for each share of Company Common Stock.

          (D) For purposes of this Agreement, “Average Parent Stock Price” means an amount equal to the average of the daily closing sale prices for the Parent Common Stock on the NYSE, as reported in The Wall Street Journal, Northeastern edition, for each of the twenty (20) consecutive trading days ending with and including the second (2^nd) complete trading day prior to the Effective Time (as adjusted for any reclassification, recapitalization, subdivision, split-up, combination, exchange of shares or readjustment of, or a stock dividend on, the Parent Common Stock as provided in Section 2.01(c)(iv)).

     (iv) Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class by reason of any reclassification, recapitalization, subdivision, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be

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declared with a record date within said period, the Exchange Ratio and the Option Exchange Ratio (as defined in Section 2.03(e)) shall be correspondingly adjusted.

     (v) As of the Effective Time, all shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate (excluding any shares of Company Common Stock canceled pursuant to Section 2.01(b) and any Dissenter Shares) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such Certificate (or, in the case of a lost, stolen or destroyed Certificate, upon delivery of an affidavit or bond, as applicable, pursuant to Section 2.02(k)) in accordance with Section 2.02, and any Dissenter Shares shall cease to have any rights with respect thereto, except the right to receive Merger Consideration upon surrender of such Certificate in accordance with Section 2.04, without interest.

     SECTION 2.02. Exchange Procedures.

     (a) Exchange Agent. As soon as practicable following the date of this Agreement and in any event not less than three (3) days prior to dissemination of the Company Proxy Statement (as defined in Section 6.01(a)) to the stockholders of the Company, Parent shall select and enter into an exchange agreement with a bank or trust company reasonably satisfactory to the Company to act as exchange agent (the “Exchange Agent”) for payment of Merger Consideration upon surrender of Certificates (or, in the case of lost, stolen or destroyed Certificate, upon delivery of an affidavit or bond, as applicable, pursuant to Section 2.02(k)). At the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II, through the Exchange Agent (i) certificates representing the number of shares of Parent Common Stock issuable and (ii) the amount of cash consideration payable, in each case, pursuant to Section 2.01(c) in exchange for outstanding shares of Company Common Stock (such shares of Parent Common Stock and cash, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”). For the purposes of such deposit, Parent shall assume that there will not be any fractional shares of Parent Common Stock. Parent shall make available to the Exchange Agent, from time to time as needed, cash sufficient to pay cash in lieu of fractional shares in accordance with Section 2.02(e). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Parent Common Stock contemplated to be issued pursuant to Section 2.01(c) out of the Exchange Fund. The Exchange Fund may not be used for any other purpose.

     (b) Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with

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such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, as promptly as practicable, the amount of cash and the number of whole shares of Parent Common Stock that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

     (c) Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any Certificate formerly representing Company Common Stock with respect to the shares of Parent Common Stock issuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e) until the surrender of such Certificate in accordance with this Article II. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the Certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

     (d) No Further Ownership Rights in Company Common Stock. The Merger Consideration paid (and issued) in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been paid (and issued) in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time; provided that the Company has deposited the funds to pay such dividend or distribution with its transfer agent prior to the Closing, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If,

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after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

     (e) No Fractional Shares.

     (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the conversion of Company Common Stock pursuant to Section 2.01(c), and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Parent Common Stock. For purposes of this Section 2.02(e), all fractional shares to which a single record holder would be entitled shall be aggregated and calculations shall be rounded to three (3) decimal places.

     (ii) In lieu of any such fractional shares, each holder of Company Common Stock who would otherwise be entitled to such fractional shares shall be entitled to an amount in cash, without interest, rounded to the nearest cent, equal to the product of (A) the amount of the fractional share interest in a share of Parent Common Stock to which such holder is entitled under Section 2.01(c) (or would be entitled but for this Section 2.02(e)) and (B) the Average Parent Stock Price.

     (f) Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six (6) months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent and the Surviving Corporation for payment of its claim for Merger Consideration and any applicable dividends or distributions with respect to any Parent Common Stock constituting Merger Consideration as provided in Section 2.02(c).

     (g) No Liability. None of Parent, Sub, the Company or the Exchange Agent shall be liable to any person in respect of any cash or any shares of Parent Common Stock (or dividends or distributions with respect thereto) delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificate has not been surrendered prior to five (5) years after the Effective Time (or immediately prior to such earlier date on which Merger Consideration in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity), any such cash, shares, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

     (h) Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis; provided, however, that all such investments shall be in (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations receiving the highest rating from either Moody’s Investors Services, Inc. or Standard and Poor’s Corporation or (iii) certificates of deposit of commercial banks with capital exceeding $1,000,000,000. Any interest and other income resulting from such investments shall be paid to Parent.

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     (i) Withholding Rights. Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any holder of Company Common Stock pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, or under any provision of state, local or foreign tax Law. To the extent that amounts are so withheld and paid over to the appropriate Taxing authority, the Surviving Corporation will be treated as though it withheld an appropriate amount of the type of consideration otherwise payable pursuant to this Agreement to any holder of Company Common Stock, sold such consideration for an amount of cash equal to the fair market value of such consideration at the time of such deemed sale and paid such cash proceeds to the appropriate Taxing authority.

     (j) Income Tax Treatment. It is intended by the Parties that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The Parties hereby adopt this Agreement as a “plan of reorganization” within the meaning of Section 1.368-2(g) of the U.S. Treasury Regulations promulgated under the Code.

     (k) Lost Stock Certificates. If any Certificate representing Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration, pursuant to this Article II.

     (l) Transfer Taxes on Surrendered Certificates. If any cash is to be remitted to a person (other than the person in whose name any Certificate representing Company Common Stock surrendered in exchange therefor is registered), it shall be a condition of such exchange that such Certificate shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Exchange Agent any transfer or other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate, or shall establish to the satisfaction of the Exchange Agent that such Tax either has been paid or is not applicable.

     (m) Affiliates. Notwithstanding anything herein to the contrary, any Certificate representing Company Common Stock surrendered for exchange by any “affiliate” (as determined pursuant to Section 6.10) of the Company shall not be exchanged until Parent has received a written agreement from such person as provided in Section 6.10.

     SECTION 2.03. Company Stock Options; Holding Stock Options.

     (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, (i) each option to purchase shares of Company Common Stock (other than the Holding Stock Options) that (A) was granted pursuant to the Earle M. Jorgensen Company 2004 Stock Incentive Plan (the “Company Option Plan”) and (B) is outstanding at the Effective Time (the “Company Stock Options”) shall (1) cease to represent a right to acquire shares of Company Common Stock, and (2) shall be converted automatically into options to purchase, on the same terms and conditions mutatis mutandis as were applicable to such options prior to the

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Effective Time, shares of Parent Common Stock (each such option an “Adjusted Option”), and (ii) Parent shall assume all of the obligations of the Company under the Company Option Plan, with respect to each outstanding Adjusted Option and the agreements evidencing the grants thereof; provided, however, that from and after the Effective Time, (x) the number of shares of Parent Common Stock purchasable upon exercise of such Adjusted Option shall be equal to the number of shares of Company Common Stock that were purchasable under the applicable Company Stock Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio, and (y) the per share exercise price under each such Adjusted Option shall be equal to the price obtained by dividing the per share exercise price of each such Company Stock Option by the Option Exchange Ratio; provided, however, that, in the case of any Company Stock Option, the exercise price and the number of shares of Parent Common Stock subject to such option shall be determined in a manner consistent with the requirements of Section 409A of the Code. Notwithstanding the foregoing, the number of shares and the per share exercise price of each Adjusted Option shall be adjusted in accordance with the requirements of Section 424 of the Code. Accordingly, with respect to any stock options, fractional shares shall be rounded down to the nearest whole number of shares and where necessary the per share exercise price shall be rounded up to the nearest cent.

     (b) As soon as practicable after the Effective Time, Parent shall deliver to the holders of Adjusted Options appropriate notices setting forth such holders’ rights pursuant to the Company Option Plan and indicating that the agreements evidencing the grants of such Adjusted Options shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.03 after giving effect to the Merger). Parent shall comply with the terms of the Company Option Plan and ensure, to the extent required by, and subject to the provisions of, the Company Option Plan, that the Company Stock Options, which qualify as “incentive stock options” at the Effective Time, continue to qualify as “incentive stock options” after the Effective Time.

     (c) Prior to the Effective Time, Parent shall reserve for issuance the number of shares of Parent Common Stock necessary to satisfy Parent’s obligations under Section 2.03(a). Promptly after the Effective Time, Parent shall file with the SEC a registration statement on Form S-8 or such other appropriate form or a post-effective amendment to a previously filed registration statement under the Securities Act with respect to the shares of Parent Common Stock subject to options to acquire Parent Common Stock issued or issuable pursuant to Section 2.03(a), shall file with the NYSE an amendment to its listing application covering the issuance and shall use its best efforts to maintain the current status of the prospectus contained, or incorporated by reference, in such registration statement, as well as comply with any applicable listing requirements of the NYSE and state securities or “blue sky” laws, for so long as such options remain outstanding.

     (d) At the Effective Time, each outstanding Holding Stock Option shall be exchanged for the right to receive an amount, if any, equal to (i) the difference between (x) $13.00 and (y) the applicable per share exercise price, multiplied by (ii) the number of shares of Company Common Stock subject to such Holding Stock Option, and subject to any applicable withholding of Taxes.

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     (e) For purposes of this Agreement, the “Option Exchange Ratio” shall mean the Exchange Ratio multiplied by two (2).

     SECTION 2.04. Dissenter Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Dissenter Shares”) of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment for such Dissenter Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (the “Dissenter Rights”) shall not be converted into Merger Consideration as provided in Section 2.01(c), but rather the holders of Dissenter Shares shall be entitled to payment for such Dissenter Shares in accordance with the Dissenter Rights; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment under the Dissenter Rights, then the right of such holder to be paid in accordance with the Dissenter Rights shall cease and such Dissenter Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in Section 2.01(c). The Company shall serve prompt notice to Parent of any written notice of intent to demand payment, or any written demand for payment, received by the Company in respect of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

ARTICLE III
Representations and Warranties of the Company

     Except as (i) expressly set forth in the corresponding section of that certain letter, dated as of the date of this Agreement, from the Company to Parent and Sub (the “Company Disclosure Letter”), it being understood that disclosure of any matters under any section of the Company Disclosure Letter shall be deemed to be disclosure of any other section of the Company Disclosure Letter to which the matter may reasonably apply, notwithstanding the omission of an appropriate cross reference to such other section, (ii) disclosed in any Company SEC Document (as defined in Section 3.06) or (iii) expressly contemplated or permitted under this Agreement and any agreement contemplated hereby or in connection with the consummation of the Transactions, the Company represents and warrants to Parent and Sub that:

     SECTION 3.01. Organization, Standing and Power. Each of the Company and the Company Subsidiaries is duly organized or formed, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full power and authority to conduct its businesses as presently conducted. Each of the Company and its Company Subsidiaries is duly qualified to do business in each jurisdiction where the nature of its business or the ownership or leasing of its properties make such qualification necessary or the failure to so qualify, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to Parent true and complete copies of the Company Charter, the Company Bylaws and the comparable charter and organizational documents of each Company Subsidiary, in each case as amended to the date of this Agreement.

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     SECTION 3.02. Company Subsidiaries; Equity Interests.

     (a) Section 3.02(a) of the Company Disclosure Letter lists each of the Company Subsidiaries and the number of authorized and outstanding shares of capital stock or membership interests, as the case may be, for each Company Subsidiary. All of the outstanding equity interests of the Company Subsidiaries have been validly issued and are fully paid and nonassessable and are owned by the Company, free and clear of all Liens.

     (b) Except for its interests in the Company Subsidiaries, the Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

     SECTION 3.03. Capital Structure.

     (a) The authorized capital stock of the Company consists of Eighty Million (80,000,000) shares of Company Common Stock and Ten Million (10,000,000) shares of preferred stock, par value $0.001 per share. At the close of business on January 16, 2006, (i) 50,237,094 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Common Stock were held by the Company in its treasury and (iii) 808,000 shares of Company Common Stock were subject to outstanding Company Stock Options and 3,053,668 shares of Company Common Stock were subject to outstanding Holding Stock Options. The Company has reserved (A) 1,617,856 additional shares of Company Common Stock for issuance under the Company Option Plan, (B) no additional shares of Company Common Stock for issuance in connection with the Holding Option Plan, and (C) 727,984 additional shares of Company Common Stock for issuance to the Company RSP pursuant to the terms of the Company RSP, and the Company is obligated to contribute 723,109 additional shares of Company Common Stock to the Company RSP pursuant to the terms of the Company RSP. As of the date hereof, except as set forth above, at the close of business on January 16, 2006, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding, and since July 8, 2005, no shares of capital stock or other voting securities of the Company have been issued by the Company. All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company Bylaws or any Contract to which the Company is a party or otherwise bound. There is not any Voting Company Debt. Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (x) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (y) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (z) that give any person the right

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to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Company Common Stock. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary.

     (b) Section 3.03(b) of the Company Disclosure Letter sets forth a true, complete and correct list of all outstanding Company Stock Options and Holding Stock Options, the number of shares of Company Common Stock subject to each such Company Stock Option and each such Holding Stock Option, the grant dates, the exercise prices, expiration dates and vesting schedules of such Company Stock Options and such Holding Stock Options and the names of the holders of each Company Stock Option and each Holding Stock Option. All outstanding Company Stock Options and Holding Stock Options are evidenced by the option agreements in the forms set forth in Section 3.03(b) of the Company Disclosure Letter. Each Company Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies and the exercise price of each other Company Stock Option is not less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Stock Option.

     (c) Listings. The Company Common Stock is listed for trading on the NYSE. Except as set forth in the preceding sentence, the Company’s securities are not listed or quoted, for trading on any U.S. domestic or foreign securities exchange.

     SECTION 3.04. Authority; Execution and Delivery; Enforceability.

     (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Merger and the other Transactions to be performed or consummated by the Company in accordance with the terms of this Agreement. The execution and delivery by the Company of this Agreement and the consummation by the Company of the Merger and the other Transactions to be performed or consummated by the Company in accordance with the terms of this Agreement have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to receipt of the Company Stockholder Approval. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery of this Agreement by Parent and Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law).

     (b) The Company Board, at a meeting duly called and held, by a unanimous vote of the directors,] duly adopted resolutions (i) adopting this Agreement and approving the Merger and the other Transactions to be performed or consummated by the Company in accordance with the terms of this Agreement, (ii) determining that the terms of the Merger and the other Transactions to be performed or consummated by the Company in accordance with the terms of this Agreement are fair to and in the best interests of the Company and its stockholders, (iii)

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directing that this Agreement be submitted to a vote at the Company Stockholders’ Meeting and (iv) recommending that the Company’s stockholders approve this Agreement.

     (c) The only vote of holders of any class or series of the capital stock of the Company necessary to approve this Agreement and the Merger is the approval of this Agreement by the Company Stockholder Approval. The affirmative vote of the holders of Company Common Stock, or any of them, is not necessary to consummate any Transaction to be performed or consummated by the Company in accordance with the terms of this Agreement other than the Merger.

     SECTION 3.05. No Conflicts; Consents.

     (a) The execution and delivery by the Company of this Agreement do not, and the consummation by the Company of the Merger and the other Transactions to be performed or consummated by the Company in accordance with the terms of this Agreement and compliance by the Company with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of (i) the Company Charter, the Company Bylaws or the comparable charter and organizational documents of each Company Subsidiary, (ii) any Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.05(b), any Judgment or Law applicable to the Company or any Company Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

     (b) No Consent of, or Permit from, any Governmental Entity is required to be obtained or made by the Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Merger and the other Transactions to be performed or consummated by the Company in accordance with the terms of this Agreement, other than (i) compliance with and filings under the HSR Act and any other Antitrust Law and, if applicable, any state takeover statute, (ii) the filing with the SEC of (A) the Company Proxy Statement and (B) such reports under, or other applicable requirements of, the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions to be performed or consummated by the Company in accordance with the terms of this Agreement, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) such filings as may be required in connection with the Taxes described in Section 6.09, (vi) such filings required by the Companies Act 1981, the Insurance Act 1978 and the Exchange Control Act 1972, each as amended, and any other applicable Bermuda Law, (vii) compliance with and such filings as may be required by the Investment Canada Act, the Competition Act and any other applicable Canadian Law and (viii) such other items that, individually or in the aggregate, have not had and would not

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reasonably be expected to have a Company Material Adverse Effect (collectively, the “Regulatory Filings”).

     SECTION 3.06. Company SEC Documents; Company Financial Statements; Undisclosed Liabilities.

     (a) The Company has filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by the Company with the SEC since March 31, 2003 pursuant to Sections 13(a) and 15(d) of the Exchange Act (collectively, the “Company SEC Documents”). No Company Subsidiary is required to file any report, schedule, form, statement or other document with the SEC.

     (b) As of the date that it was filed with the SEC, (i) each Company SEC Document complied in all material respects with the requirements of the Exchange Act applicable to such Company SEC Document, (ii) each registration statement and prospectus included therein (the “Company Registration Documents”) that was filed by the Company since March 31, 2003 complied in all material respects with the requirements of the Securities Act applicable to such Company Registration Document and (iii) none of the foregoing contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

     (c) The consolidated financial statements of the Company (including any notes and schedules thereto) included in the Company SEC Documents (i) complied as of their respective dates as to form in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect on the date of filing and effectiveness thereof, (ii) were prepared in conformity with GAAP as in effect as of the dates of such financial statements, applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of unaudited statements, as permitted by the rules and regulations of the SEC and disclosed to Parent) during the periods involved and (iii) fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated statements of their operations and cash flows for the periods therein indicated (subject, in the case of unaudited statements, to normal year-end audit adjustments that were not material in amount). There has been no change in the Company’s accounting policies except as disclosed in the Company SEC Documents.

     (d) Except (i) as set forth, reflected or reserved against in the consolidated balance sheet (including the notes thereto) of the Company as of March 31, 2005 included in its Annual Report on Form 10-K for the fiscal year ended March 31, 2005, (ii) as set forth, reflected or reserved against in any consolidated balance sheet (including the notes thereto) of the Company included in any other Company SEC Document filed with the SEC after the filing date of such Annual Report on Form 10-K for the fiscal year ended March 31, 2005 and prior to the date

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hereof, (iii) for liabilities and obligations incurred since September 29, 2005 in the ordinary course of business consistent with past practice, or not otherwise prohibited pursuant to this Agreement or (iv) for liabilities and obligations incurred in connection with the Merger or any other Transaction or any other agreement contemplated by this Agreement, neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except for such liabilities and obligations which, individually or in the aggregate, would not have a Company Material Adverse Effect, and no significant Company Subsidiary (determined in accordance with Regulation S-X promulgated under the Securities Act) has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except for such liabilities and obligations which, individually or in the aggregate, would not have a Material Adverse Effect on that Company Subsidiary individually. Section 3.06(d) of the Company Disclosure Letter sets forth all liabilities and obligations incurred in connection with the Merger and the other agreements contemplated by this Agreement and the other Transactions.

     SECTION 3.07. Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the Share Issuance (the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) the Company Proxy Statement will, at the date it is first mailed to the Company’s stockholders or at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub in writing for inclusion or incorporation by reference therein.

     SECTION 3.08. Absence of Certain Changes or Events. Other than in connection with or arising out of this Agreement, the Transactions and the other agreements contemplated hereby, from the date of the most recent audited financial statements included in the Company SEC Documents to the date of this Agreement, the Company has conducted its business only in the ordinary course, and during such period there has not been:

     (a) any state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect;

     (b) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any Company Common Stock or any repurchase for value by the Company of any Company Common Stock;

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     (c) any split, combination or reclassification of any Company Common Stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Common Stock;

     (d) (i) any granting by the Company or any Company Subsidiary to any Participant of any loan or any increase in compensation, benefits, perquisites or any bonus or award, except in the ordinary course of business consistent with prior practice or (ii) any granting by the Company or any Company Subsidiary to any such Participant of any increase in severance, change in control or termination pay or benefits, in each case, except as was required under any employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Company SEC Documents;

     (e) any damage, destruction or loss, whether or not covered by insurance, that individually or in the aggregate has had or would reasonably be expected to have a Company Material Adverse Effect;

     (f) any change in accounting methods, principles or practices by the Company or any Company Subsidiary, except insofar as may have been required by a change in GAAP;

     (g) any sale, lease, transfer or assignment by the Company or any Company Subsidiary of any material assets, tangible or intangible, other than for a fair consideration in the ordinary course of business and other than the disposition of obsolete or unusable property;

     (h) any acceleration of the collection of accounts receivable or deferring payment of liabilities that could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; or

     (i) a binding commitment by the Company or any Company Subsidiaries relating to any of the foregoing.

     SECTION 3.09. Taxes.

     (a) The Company and each of the Company Subsidiaries (including, for purposes of this representation, Holding) has timely filed all Returns required by applicable Tax law to be filed by the Company and each of the Company Subsidiaries. All Taxes owed by the Company or any of the Company Subsidiaries (including, for the purposes of this representation, Holding) to a taxing authority, as of the date hereof, have been paid and, as of the Effective Time, will have been paid. The Company has made accruals for Taxes on the Company Financial Statements which are adequate to cover any Tax liability of the Company and each of the Company Subsidiaries determined in accordance with GAAP through the date of the Company Financial Statements.

     (b) The Company and each of the Company Subsidiaries have withheld with respect to its employees all Federal and state income taxes and all other Taxes required to be withheld (including, without limitation, under Sections 1441, 1442, 3101, 3111 and 3402 of the Code or similar provisions under all applicable Laws).

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     (c) There is no Tax deficiency outstanding, proposed or assessed against the Company or any of the Company Subsidiaries for which accruals have not been made on the Company Financial Statements. Neither the Company nor any of the Company Subsidiaries has executed or requested any waiver of any statute of limitations on or extending the period for the assessment or collection of any Federal or material state Tax that is still in effect.

     (d) No Tax audit or other examination of the Company or any of the Company Subsidiaries is presently in progress, nor has the Company or any of the Company Subsidiaries been notified in writing of any request for such Tax audit or other examination.

     (e) Neither the Company nor any of the Company Subsidiaries is a party to (i) any agreement with a party other than the Company or any of the Company Subsidiaries providing for the allocation or payment of Tax liabilities or payment for Tax benefits with respect to a consolidated, combined or unitary Return which Return includes or included the Company or any Company Subsidiary or (ii) any Tax Agreement other than any Tax Agreement described in the foregoing clause (i).

     (f) Except for the group of which the Company and the Company Subsidiaries are now presently members, neither the Company nor any of the Company Subsidiaries has ever been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code.

     (g) The Company is not, and has not at any time been, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code.

     (h) The Company has not been a “distributing corporation” within the meaning of Section 355(a)(1)(A) of the Code within the past two (2) years.

     (i) No material claim has ever been made by any Governmental Entity in a jurisdiction where the Company or any of the Company Subsidiaries does not file Tax returns that it is or may be subject to taxation by that jurisdiction, and neither the Company nor any of the Company Subsidiaries has received any notice of any such material claim from any such authority.

     SECTION 3.10. Absence of Changes in Benefit Plans. From March 31, 2005 to the date of this Agreement, neither the Company nor any Company Subsidiary (a) has terminated, adopted, amended, modified or agreed to amend or modify (or announced an intention to amend or modify) any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock appreciation, restricted stock, stock option, phantom stock, performance, retirement, thrift, savings, stock bonus, cafeteria, paid time off, perquisite, fringe benefit, vacation, severance, disability, death benefit, hospitalization, medical or other welfare benefit or other plan, program, arrangement or understanding, whether oral or written, formal or informal, funded or unfunded (whether or not legally binding) maintained, contributed to or required to be maintained or contributed to by the Company or any Company Subsidiary or any other person or entity that, together with the Company or any Company Subsidiary, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Commonly Controlled Entity”), in each case providing material

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benefits to any Participant (collectively, “Company Benefit Plans”) or (b) has made any change in any actuarial or other assumption used to calculate funding obligations with respect to any Company Benefit Plan that is a Company Pension Plan (as defined in Section 3.11(a)), or any change in the manner in which contributions to any such Company Pension Plan are made or the basis on which such contributions are determined, other than changes made pursuant to any collective bargaining agreement to which the Company or any Company Subsidiary is a party; provided, however, that the representation contained in clauses (a) and (b) of this Section 3.10 shall only apply to items which the Company reasonably believes would result in a Company Material Adverse Effect. Since March 31, 2005, the Company has not adopted, amended, modified or agreed to amend or modify (or announced an intention to amend or modify) any Company Benefit Plan so as to accelerate the vesting of any Company Stock Option or Holding Stock Option or materially change the terms or conditions thereof.

     SECTION 3.11. ERISA Compliance; Excess Parachute Payments.

     (a) Section 3.11(a) of the Company Disclosure Letter contains a list of all Company Benefit Plans. Each Company Benefit Plan (other than Company Multiemployer Pension Plans (as defined in Section 3.11(c)), has been administered in material compliance with its terms, applicable Law and the terms of any applicable collective bargaining agreements. The Company has made available to Parent true, complete and correct copies of (i) each Company Benefit Plan (or, in the case of any unwritten Company Benefit Plans, written descriptions thereof), (ii) the most recent annual report required to be filed, or such similar report, statement, information returns or material correspondence filed with or delivered to any Governmental Entity during the past year, with respect to each Company Benefit Plan (other than Company Multiemployer Pension Plans) including reports filed on Form 5500 with accompanying schedules and attachments, (iii) the most recent summary plan description prepared for each Company Benefit Plan (other than Company Multiemployer Pension Plans), (iv) each currently effective trust agreement and group annuity contract and other documents relating to the funding or payment of benefits under any Company Benefit Plan (other than Company Multiemployer Pension Plans), (v) the most recent determination or qualification letter issued by any Governmental Entity for each Company Benefit Plan (other than Company Multiemployer Pension Plans) intended to qualify for favorable tax treatment, as well as a true, correct and complete copy of each pending application for a determination letter, if applicable, and (vi) the most recent actuarial valuation for each Company Benefit Plan (other than Company Multiemployer Pension Plans) subject to Title IV of ERISA. All Participant data necessary to administer each Company Benefit Plan, other than any Company Benefit Plan that is a Company Multiemployer Pension Plan, is in the possession of the Company or its service providers and is in a form that is sufficient for the proper administration of such Company Benefit Plans in accordance with their terms and all applicable Laws and such data is true, complete and correct in all material respects. For purposes of this Agreement, the term “Company Pension Plan” shall mean any Company Benefit Plan which is subject to Title IV of ERISA.

     (b) All Company Benefit Plans (other than Company Multiemployer Pension Plans) which are intended to be qualified under Section 401(a) of the Code have been the subject of a determination letter from the Internal Revenue Service to the effect that the form of each such Company Benefit Plan is qualified and exempt from Federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, and satisfy the requirements for statutory changes

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required by the legislation commonly known as “GUST” and each Company Benefit Plan has been amended to comply with statutory changes required by the legislation commonly known as “EGTRRA,” and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Company Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs or require security under Section 307 of ERISA.

     (c) During the past three (3) years (i) neither the Company nor any Commonly Controlled Entity has maintained, contributed to or been obligated to maintain or contribute to, or has any actual or contingent liability under, any Company Pension Plan, other than any Company Pension Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Company Multiemployer Pension Plan”), (ii) there have been no non-exempt “prohibited transactions” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Benefit Plan that is subject to ERISA or any other breach of fiduciary responsibility that could reasonably be expected to subject the Company, any Company Subsidiary or any officer of the Company or any Company Subsidiary or any of the Company Benefit Plans which are subject to ERISA, or, to the knowledge of the Company, any trusts created thereunder or any trustee or administrator thereof to the tax or penalty on prohibited transactions imposed by such Section 4975 or to any liability under Section 502(i) or 502(1) of ERISA or to any other liability for breach of fiduciary duty under ERISA or any other applicable Law, (iii) no Company Pension Plan or related trust has been terminated and (iv) (A) neither the Company nor any Company Subsidiary has incurred any liability that remains unsatisfied with respect to a “complete withdrawal” or a “partial withdrawal” (as such terms are defined in Sections 4203 and 4205, respectively, of ERISA) since the effective date of such Sections 4203 and 4205 with respect to any Company Multiemployer Pension Plan, (B) no such liability has been asserted, (C) there are no events or circumstances known by the Company that would result in any such complete withdrawal or partial withdrawal and (D) neither the Company nor any Commonly Controlled Entity of the Company is bound by any Contract or has any liabilities described in ERISA Section 4204; provided, however, that the representation contained in clauses (i) through (iv) of this Section 3.11(c) shall only apply to items which the Company reasonably believes would result in a Company Material Adverse Effect.

     (d) With respect to any Company Benefit Plan that is a “welfare plan” (as defined in Section 3(1) of ERISA), whether or not subject to ERISA, (i) no such Company Benefit Plan is funded through a “welfare benefits fund” (as such term is defined in Section 419(e) of the Code), (ii) each such Company Benefit Plan that is a “group health plan” (as such term is defined in Section 5000(b)(1) of the Code), complies, in all material respects, with the applicable requirements of Section 4980B(f) of the Code or any similar applicable state statute, (iii) no such Company Benefit Plan provides benefits after termination of employment, except where the cost thereof is borne entirely by the former employee (or his eligible dependents or beneficiaries) or as required by Section 4980B(f) of the Code or any similar applicable state statute and (iv) each such Company Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without material liability to the Company and the Company Subsidiaries on or at any time after the Effective Time (except for expenses related to termination of any such plan and paying any final claims related thereto). No Company Benefit Plan that is a welfare plan is self-insured.

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     (e) No amount or other entitlement that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated hereby (alone or in combination with any other event) by any Participant who is a “disqualified individual” (as such term is defined in final Treasury Regulation Section 1.280G-1) (each, a “Disqualified Individual”) under any Company Benefit Plan, will cause the excise tax required by Section 4999(a) of the Code to be imposed on such Disqualified Individual. Section 3.11(e) of the Company Disclosure Letter lists all amounts that may be required to be paid by the Company to any of its employees as a result of the consummation of the Transactions in respect of severance payments for termination of employment or payments that may become due under any change of control or retention agreement.

     (f) The execution and delivery by the Company of this Agreement do not, and the consummation of the Transactions and compliance with the terms hereof will not (either alone or in combination with any other event), (i) entitle any Participant to any additional compensation, severance or other benefits, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Company Benefit Plan, or (iii) result in any breach or violation of, or a default (with or without notice or lapse of time or both) under, any Company Benefit Plan.

     (g) Except as could not reasonably be expected to have a Company Material Adverse Effect, since March 31, 2005, and through the date of this Agreement, neither the Company nor any Company Subsidiary has received notice of, and, to the knowledge of the Company, there are no (i) material pending termination proceedings or other suits, claims (except claims for benefits payable in the normal operation of the Company Benefit Plans), actions or proceedings against or involving or asserting any rights or claims to benefits under any Company Benefit Plan (other than a Company Benefit Plan which is a Company Multiemployer Pension Plan), or (ii) pending investigations (other than routine inquiries) by any Governmental Entity with respect to any Company Benefit Plan (other than a Company Benefit Plan which is a Company Multiemployer Benefit Plan). Except as could not reasonably be expected to have a Company Material Adverse Effect, all contributions, premiums and benefit payments under or in connection with the Company Benefit Plans that are required to have been made by the Company or any Company Subsidiary have been timely made, accrued or reserved for in all material respects.

     (h) Neither the Company nor any Company Subsidiary has any material liability or obligations, including under or on account of a Company Benefit Plan, arising out of the hiring of persons to provide services to the Company or any Company Subsidiary and treating such persons as consultants or independent contractors and not as employees of the Company or any Company Subsidiary.

     (i) The Company has no legally binding plan or commitment to create any additional Company Benefit Plan or modify or change any existing Company Benefit Plan that would be reasonably expected to result in material liabilities to the Company, except as may be required by applicable Law. To the extent that any such plan or commitment exists, whether or not expected to result in material liability to the Company, the Company has provided a copy of such plan or commitment to Parent.

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     (j) No employee, director or consultant is or will become entitled to death or medical post-employment benefits by reason of service to the Company or the Company Subsidiaries, other than coverage mandated by section 4980B of the Code or similar state law, where the payment of any such benefits would have a Company Material Adverse Effect.

     SECTION 3.12. Litigation. The Company SEC Documents accurately disclose as of the date hereof all suits, claims, actions, investigations or proceedings pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary that are required to be disclosed therein by the Securities Act and the Exchange Act. As of the date of this Agreement, there is no action, suit, proceeding or investigation pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary that would have a Company Material Adverse Effect.

     SECTION 3.13. Compliance with Applicable Laws. The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including Laws relating to occupational health and safety, except to the extent that the failure to be in compliance with any such Law has not had and would not reasonably be expected to have a Company Material Adverse Effect. To the knowledge of the Company, no employee or agent of the Company or any Company Subsidiary has been engaged in any activities that are prohibited or are cause for criminal or civil penalties, including, but not limited to, knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind to any Governmental Entity, governmental official or any relative of such official, to obtain or retain business or to receive favorable treatment with regard to the Company’s business or operations. Neither the Company nor any Company Subsidiary has received any written communication during the past two (2) years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance in any material respect with any applicable Law. The Company and the Company Subsidiaries have in effect all Permits necessary or advisable for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which has not had or would not reasonably be expected to have a Company Material Adverse Effect. There has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any such Permit, except for any such violation, default or event which has not had or would not reasonably be expected to have a Company Material Adverse Effect. There is no event, other than the Merger and the other Transactions, which, to the knowledge of the Company, would reasonably be expected to result in the revocation, cancellation, non-renewal or adverse modification of any such Permit, except for any such event that has not had or would not reasonably be expected to have a Company Material Adverse Effect. Notwithstanding the foregoing, this Section 3.13 does not relate to matters with respect to Taxes (which are the subject of Section 3.09), ERISA (which are the subject of Section 3.11), labor Laws (which are the subject of Section 3.16) or Environmental Laws (which are the subject of Section 3.18).

     SECTION 3.14. Assets Other than Real Property Interests. The Company and the Company Subsidiaries have good and valid title to all of their respective properties and assets, in each case free and clear of all Liens, except (a) mechanics’, carriers’, workmen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business relating to obligations that

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are not delinquent or that are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reserves, (b) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (c) Liens that secure debt obligations that are reflected as liabilities on the consolidated balance sheet of the Company as of March 31, 2005 contained in the Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (d) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business, (e) leases, subleases and similar agreements set forth in Section 3.14 of the Company Disclosure Letter or (f) other imperfections of title or encumbrances, if any, that, individually or in the aggregate, do not materially impair, and would not reasonably be expected materially to impair, the continued use and operation of the assets to which they relate in the conduct of the business of the Company and the Company Subsidiaries as presently conducted. This Section 3.14 does not relate to real property or interests in real property, such items being the subject of Section 3.15, or to Intellectual Property, such items being the subject of Section 3.19.

     SECTION 3.15. Real Property. Section 3.15 of the Company Disclosure Letter sets forth a complete list of all Company Property, including any prime or underlying leases relating thereto, which is necessary to conduct the business and operations of the Company and the Company Subsidiaries as they are presently conducted. The Company or a Company Subsidiary has good, valid and marketable fee title to all Owned Property and good and valid leasehold title to all Leased Property, in each case subject only to (a) Liens described in clause (a), (b), (c) or (f) of Section 3.14 or Liens imposed or promulgated under applicable Law or by any Governmental Entity with respect to real property, including zoning, building, environmental or similar restrictions, (b) leases, subleases and similar agreements set forth in Section 3.15 of the Company Disclosure Letter, (c) easements, covenants, rights-of-way and other similar restrictions of record (other than options or rights of first refusal or offer to purchase) or (d) any conditions that would be shown by a current, accurate survey or physical inspection of any Company Property made on the date of this Agreement. Any material reciprocal easement or operating agreements with respect to Company Property are set forth in Section 3.15 of the Company Disclosure Letter. With respect to the Company Leased Property, (i) the Company or one of the Company Subsidiaries has the right to use and occupancy of the Company Leased Property for the full term of the lease relating thereto, (ii) each lease for the Company Leased Property is a legal, valid and binding agreement, enforceable in accordance with its terms, of the Company and the Company Subsidiaries, as applicable, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law), (iii) to the knowledge of the Company, there is no, nor has the Company or any of the Company Subsidiaries received written notice of any, default under any lease for the Company Leased Property (or any condition or event, which, after notice or a lapse of time or both would constitute a default thereunder) and (iv) neither the Company nor any of the Company Subsidiaries has assigned its interest under any lease for the Company Leased Property or sublet any part of the premises covered thereby or exercised any option or right thereunder.

     SECTION 3.16. Labor Matters. Section 3.16 of the Company Disclosure Letter contains a list of each collective bargaining agreement between the Company or any Company

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Subsidiary and any labor union. Since March 31, 2005, neither the Company nor any Company Subsidiary has experienced any labor strikes, union organization attempts, requests for representation, work slowdowns or stoppages or disputes due to labor disagreements, and, to the knowledge of the Company and the Company Subsidiaries, there is currently no such action threatened against or affecting the Company or any Company Subsidiary that would reasonably be expected to result in a material liability to the Company. The Company and the Company Subsidiaries are each in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment and wages and hours, human rights, pay equity and workers compensation, except to the extent that the failure to be in compliance with any such Law has not had and would not reasonably be expected to have a Company Material Adverse Effect. There is no unfair labor practice charge or complaint against the Company or any Company Subsidiary pending or, to the knowledge of the Company or any Company Subsidiary, threatened before the National Labor Relations Board or any comparable Federal, state, provincial or foreign agency or authority that would reasonably be expected to result in material liability to the Company. No grievance or arbitration proceeding arising out of a collective bargaining agreement is pending or, to the knowledge of the Company or any Company Subsidiary, threatened against the Company or any Company Subsidiary that would reasonably be expected to result in material liability to the Company.

     SECTION 3.17. Contracts. (a) Section 3.17 of the Company Disclosure Letter sets forth a true and complete list of the following types of Contracts to which the Company or any Company Subsidiary is a party (such Contracts being “Material Contracts”):

     (i) Contracts (including any so-called take-or-pay or keepwell agreements) under which (A) any person including the Company or a Company Subsidiary, has directly or indirectly guaranteed indebtedness, liabilities or obligations of the Company or a Company Subsidiary in excess of $3,000,000 or (B) the Company or a Company Subsidiary has directly or indirectly guaranteed indebtedness, liabilities or obligations of any person, including the Company or another Company Subsidiary, in excess of $3,000,000 (in each case other than endorsements for the purpose of collection in the ordinary course of business);

(ii) Contracts under which the Company or a Company Subsidiary has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any person in excess of $3,000,000 (other than the Company or a Company Subsidiary and other than extensions of trade credit in the ordinary course of business);

(iii) Contracts granting a Lien upon any Company Property or any other asset of the Company or any Company Subsidiary securing indebtedness or other obligations, in each case in excess of $3,000,000;

(iv) Contracts providing for indemnification of any person in excess of $3,000,000 with respect to material liabilities relating to such person’s current or former services as officer, director, consultant and agent to the Company, any Company Subsidiary or any predecessor person;

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(v) a Contract not made in the ordinary course of business in which the amount involved exceeds $1,000,000;

(vi) (A) a Contract with a Governmental Entity in which the amount involved exceeds $3,000,000 or (B) a material license or permit by or from any Governmental Entity;

(vii) currency exchange, interest rate exchange, commodity exchange or similar Contract;

(viii) a Contract for any joint venture, partnership or similar arrangement;

(ix) a lease, sublease or similar agreement with respect to Company Property in which the amount involved exceeds $3,000,000 per annum;

(x) a Contract under which the Company or a Company Subsidiary has agreed to purchase or lease any real property or any interest in real property for a purchase price in excess of $3,000,000 or an annual rental in excess of $3,000,000 or to construct any improvements on real property or a leasehold interest in real property for a contract sum in excess of $3,000,000;

(xi) a Contract that is a “material contract” as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC;

(xii) a Contract that materially limits or otherwise materially restricts the right of the Company or any of the Company Subsidiaries to engage or compete in any line of business in any geographic area;

(xiii) a Contract that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC; or

(xiv) a Contract other than as set forth above to which the Company or a Company Subsidiary is a party or by which it or any of its assets or businesses is bound or subject that is material to the business of the Company and the Company Subsidiaries or the use or operation of their assets and in which the amount involved exceeds $10,000,000.

     (b) All Material Contracts required to be listed in Section 3.17 of the Company Disclosure Letter are valid, binding and enforceable against the Company or the applicable Company Subsidiary in accordance with their respective terms and, to the knowledge of the Company, are in full force and effect in all material respects, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law). The Company or the applicable Company Subsidiary has performed all material obligations required to be performed by it to date under the Material Contracts, and it is not (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder and, to the knowledge of the Company, no other party to any Material Contract is (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder. Neither of the Company nor any Company Subsidiary has received any written notice of the intention of any

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party to terminate any Material Contract, and no party has, to the knowledge of the Company, any such intention. True, complete and correct copies of all Material Contracts, together with all modifications and amendments thereto, have been previously delivered or made available to Parent.

     SECTION 3.18. Environmental Matters. Except for such matters that individually or in the aggregate have not had, and would not reasonably be expected to have, a Company Material Adverse Effect, to the knowledge of the Company:

     (a) the Company and each of the Company Subsidiaries are, and have been, in compliance with all Environmental Laws, and neither the Company nor any of the Company Subsidiaries has received any (i) communication that alleges that the Company or any of the Company Subsidiaries is in violation of, or has liability under, any Environmental Law or (ii) written request for information pursuant to any Environmental Law;

     (b) (i) the Company and each of the Company Subsidiaries have obtained and are in compliance with all Environmental Permits necessary for their operations as currently conducted, (ii) all such Environmental Permits are valid and in good standing and (iii) neither the Company nor any of the Company Subsidiaries has been advised by any Governmental Entity of any actual or potential change in the status or terms and conditions of any Environmental Permit;

     (c) there are no Environmental Claims pending or, to the knowledge of the Company, threatened, against the Company or any of the Company Subsidiaries;

     (d) there have been no Releases by the Company or any of the Company Subsidiaries or their predecessors of any Hazardous Material or other contamination of any property currently or formerly owned, leased or operated by the Company or any of the Company Subsidiaries (including soils, groundwater or surface water) that would reasonably be expected to form the basis of any Environmental Claim or grounds for remediation against the Company or any of the Company Subsidiaries or against any person whose liabilities for such Environmental Claims the Company or any of the Company Subsidiaries has, or may have, retained or assumed, either contractually or by operation of Law;

     (e) (i) neither the Company nor any of the Company Subsidiaries has retained or assumed, either contractually or by operation of Law, any liabilities or obligations that would reasonably be expected to form the basis of any Environmental Claim against the Company or any of the Company Subsidiaries, and (ii) to the knowledge of the Company, no Environmental Claims are pending against any Person whose liabilities for such Environmental Claims the Company or any of the Company Subsidiaries has, or may have, retained or assumed, either contractually or by operation of Law; and

     (f) neither the Company nor any of the Company Subsidiaries has arranged for the treatment or disposal of any Hazardous Material on any third person property undergoing cleanup pursuant to any Environmental Law.

     SECTION 3.19. Intellectual Property. The Company and the Company Subsidiaries own, or are validly licensed or otherwise have the right to use, all Intellectual Property Rights that are necessary for the Company to conduct its business and operations and the business and

32

operations of the Company Subsidiaries, other than such Intellectual Property Rights the absence of which have not had or would not reasonably be expected to have a Company Material Adverse Effect. No claims are pending or, to the knowledge of the Company, threatened that the Company or any Company Subsidiary is infringing or otherwise adversely affecting the rights of any person with regard to any Intellectual Property Right. To the knowledge of the Company, no person is infringing the rights of the Company or any Company Subsidiary with respect to any Intellectual Property Right.

     SECTION 3.20. Controls and Procedures.

     (a) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and former principal financial officer of the Company, as applicable) has made all certifications required under Sections 302 and 906 of S/OX with respect to Company SEC Documents, and the Company has delivered or made available to Parent a summary of any disclosure made by management to the Company’s auditors and audit committee since March 31, 2005 referred to in such certifications. For purposes of this Section 3.20(a), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in S/OX.

     (b) The Company has (i) designed, implemented and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Exchange Act) to provide reasonable assurance that material information required to be disclosed by the Company in the reports it files with or furnishes to the SEC under the Exchange Act is communicated to its management by others within the Company and the Company Subsidiaries as appropriate to allow timely decisions regarding required disclosure, (ii) disclosed, based on its most recent evaluation, to its auditors and the audit committee any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) which are reasonably likely to materially affect its ability to record, process, summarize and report financial data and (iii) disclosed, based on its most recent evaluation, to its auditors and the audit committee any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting. The Company will provide to Parent true, complete and correct copies of any such disclosure that is made after the date of this Agreement.

     (c) The Company has designed and implemented and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a Material Adverse Effect on the Company Financial Statements.

     (d) No personal loan or other extension of credit by the Company or any Company Subsidiary to any of the Company’s executive officers or directors has been made or modified

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(other than as permitted by Section 13 of the Exchange Act and Section 402 of S/OX) since March 31, 2005.

     (e) Since March 31, 2004, (i) neither the Company nor any of the Company Subsidiaries nor, to the Company’s knowledge, any Representative of the Company or any of the Company Subsidiaries has received any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including, without limitation, any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls, and (ii) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported evidence of a material violation of U.S. Federal or state securities Laws, a material breach of fiduciary duty or similar material violation by Parent, any of the Company Subsidiaries or any of their respective Representatives, the Company Board or any member or committee of the Company Board.

     (f) The Company has adopted one or more codes of conduct or codes of ethics applicable to the officers and directors of the Company and has provided the form(s) of such code(s) and copies of any such code(s).

     SECTION 3.21. Broker’s Fees; Finder’s Fees. Except for Credit Suisse and Duff & Phelps, LLC whose fees will be paid by the Company on or before the Closing Date, no broker, finder, investment banker, financial advisor or other person, the fees and expenses of which will be paid by the Company, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Merger and the other Transactions based upon arrangements made by or on behalf of the Company.

     SECTION 3.22. Opinion of Financial Advisor. The Company has received the written opinion of each of Credit Suisse and Duff & Phelps, LLC, dated the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Merger by the holders of Company Common Stock, other than the Excluded Persons, is fair to such holders from a financial point of view, a signed copy of which opinion has been (or will be promptly following the date of this Agreement) delivered to Parent.

     SECTION 3.23. Reorganization; Approvals. As of the date of this Agreement, the Company (a) is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code, and (b) knows of no reason why all regulatory approvals from any Governmental Entity required for the consummation of the Transactions should not be obtained on a timely basis.

     SECTION 3.24. Insurance. All insurance policies carried by or covering the Company and the Company Subsidiaries with respect to their business, assets and properties are in full force and effect, and no written notice of cancellation has been received by the Company or any of the Company Subsidiaries with respect to any such insurance policy which has not been cured

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by the payment of premiums that are due. The insurance coverage provided by such insurance policies (including as to deductibles and self-insured retentions) is reasonable and customary as compared to similarly situated companies engaged in a similar business.

     SECTION 3.25. State Takeover Statutes. The Company Board has, to the extent such statutes are applicable, taken all action (including appropriate approvals of the Company Board) necessary to render the provisions of §203 of the DGCL inapplicable to the Merger, this Agreement and the Transactions. To the knowledge of the Company, no other state takeover statute or similar charter or bylaw provisions are applicable to the Merger, this Agreement or the Transactions.

ARTICLE IV

Representations and Warranties of Parent and Sub

     Except as (i) expressly set forth in the corresponding section of that certain letter, dated as of the date of this Agreement, from Parent and Sub to the Company (the “Parent Disclosure Letter”), it being understood that disclosure of any matters under any section of the Parent Disclosure Letter shall be deemed to be disclosure of any other section of the Parent Disclosure Letter to which the matter may reasonably apply, notwithstanding the omission of an appropriate cross reference to such other section, (ii) disclosed in any Parent SEC Document (as defined in Section 4.06) or (iii) expressly contemplated or permitted under this Agreement and any agreement contemplated hereby or in connection with the consummation of the Transactions, Parent and Sub, jointly and severally, represent and warrant to Company that:

     SECTION 4.01. Organization, Standing and Power. Each of Parent and the Parent Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full power and authority to own, lease and operate its properties and to conduct its businesses as presently conducted. Each of Parent and the Parent Subsidiaries is duly qualified to do business in each jurisdiction where the nature of its business or the ownership or leasing of its properties make such qualification necessary or the failure to so qualify individually or in the aggregate has had or would reasonably be expected to have a Parent Material Adverse Effect. Parent has delivered or made available to the Company true, complete and correct copies of the Parent Charter and Parent Bylaws.

     SECTION 4.02. Sub; Parent Subsidiaries.

     (a) Since the date of its incorporation, Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

     (b) The authorized capital stock of Sub consists of 1,000 shares of common stock, par value $0.001 per share, of which 1,000 shares are issued and outstanding, all of which shares are fully paid and nonassessable and are owned by Parent free and clear of any Lien.

     SECTION 4.03. Capital Structure. The authorized capital stock of Parent consists of One Hundred Million (100,000,000) shares of Parent Common Stock, no par value, and Five Million (5,000,000) shares of preferred stock, no par value. At the close of business on January 16, 2006, (a) 33,108,999 shares of Parent Common Stock were issued and outstanding, (b) no

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shares of Parent Common Stock were held by Parent in its treasury, (c) 1,582,500 shares of Parent Common Stock were subject to outstanding options to purchase Parent Common Stock granted under any stock option plan of Parent (a “Parent Employee Stock Option”), (d) 3,242,500 additional shares of Parent Common Stock were reserved for issuance pursuant to stock option plans of Parent and (e) 81,516 shares of Parent Common Stock are currently reserved for issuance as restricted stock under Parent’s Key Man Incentive Plan. Except as set forth above, at the close of business on January 16, 2006, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding, and since January 16, 2006, no shares of capital stock or other voting securities of Parent were issued by Parent, except for shares of Parent Common Stock issued upon the exercise of Parent Employee Stock Options outstanding as of January 16, 2006. All outstanding shares of Parent Common Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the CGCL, the DGCL, the Parent Charter, the Parent Bylaws or any Contract to which Parent is a party or otherwise bound. There is no Voting Parent Debt. Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Parent or any Parent Subsidiary is a party or by which any of them is bound (i) obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or any Parent Subsidiary or any Voting Parent Debt, (ii) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Parent Common Stock. As of the date of this Agreement, there are not any outstanding contractual obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any Parent Subsidiary.

     SECTION 4.04. Authority; Execution and Delivery; Enforceability.

     (a) Each of Parent and Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Merger and the other Transactions. The execution and delivery by each of Parent and Sub of this Agreement and the consummation by it of the Merger and the other Transactions have been duly authorized by all necessary corporate action on the part of Parent and Sub. Parent, as sole stockholder of Sub, has approved this Agreement. Each of Parent and Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law).

     (b) The Parent Board, at a meeting duly called and held, by a unanimous vote of the directors, duly adopted resolutions approving this Agreement, the Merger, the Share Issuance

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and the other Transactions. No approval of this Agreement, the Merger, the Share Issuance or any of the other Transactions is required from Parent’s stockholders.

     SECTION 4.05. No Conflicts; Consents.

     (a) The execution and delivery by each of Parent and Sub of this Agreement do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Charter, the Parent Bylaws or the charter or organizational documents of any Parent Subsidiary, (ii) any Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

     (b) Other than the Regulatory Filings, no Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

     SECTION 4.06. Parent SEC Documents; Parent Financial Statements; Undisclosed Liabilities.

     (a) Parent has filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by Parent with the SEC since December 31, 2002 pursuant to Sections 13(a) and 15(d) of the Exchange Act (the “Parent SEC Documents”). No Parent Subsidiary is required to file any report, schedule, form, statement or other document with the SEC.

     (b) As of the date that it was filed with the SEC, (i) each Parent SEC Document complied in all material respects with the requirements of the Exchange Act applicable to such Parent SEC Document, (ii) each registration statement and prospectus included therein (the “Parent Registration Documents”) that was filed by Parent since December 31, 2002 complied in all material respects with the requirements of the Securities Act applicable to such Parent Registration Documents and (iii) none of the foregoing contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

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     (c) The consolidated financial statements of Parent (including any notes and schedules thereto) included in the Parent SEC Documents (i) complied as of their respective dates as to form in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect on the date of filing and effectiveness thereof, (ii) were prepared in conformity with GAAP as in effect as of the dates of such financial statements, applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of unaudited statements, as permitted by the rules and regulations of the SEC and disclosed to the Company) during the periods involved and (iii) fairly present, in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated statements of their operations and cash flows for the periods therein indicated (subject, in the case of unaudited statements, to normal year-end audit adjustments that were not material in amount). There has been no change in Parent’s accounting policies except as disclosed in the Parent SEC Documents.

     (d) Except (i) as set forth, reflected or reserved against in the consolidated balance sheet (including the notes thereto) of Parent as of December 31, 2004 included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2004, (ii) as set forth, reflected or reserved against in any consolidated balance sheet (including the notes thereto) of Parent included in any other Parent SEC Document filed with the SEC after the filing date of such Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and prior to the date hereof, (iii) for liabilities and obligations incurred since September 30, 2005 in the ordinary course of business consistent with past practice, or not otherwise prohibited pursuant to this Agreement or (iv) for liabilities and obligations incurred in connection with the Merger or any other Transaction or any other agreement contemplated by this Agreement, neither Parent nor any of the Parent Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except for such liabilities and obligations which, individually or in the aggregate, would not have a Parent Material Adverse Effect. Section 4.06(d) of the Parent Disclosure Letter sets forth all liabilities and obligations incurred in connection with the Merger and the other agreements contemplated by this Agreement and the other Transactions.

     SECTION 4.07. Information Supplied. None of the information supplied or to be supplied by Parent or Sub for inclusion or incorporation by reference in (a) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) the Company Proxy Statement will, at the date it is first mailed to the Company’s stockholders or at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder, except that no representation is made by Parent or Sub with respect to statements made therein based on information supplied by the Company for inclusion therein or incorporation by reference therein. The Company Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by Parent with respect to statements made or incorporated by reference

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therein based on information supplied by the Company in writing for inclusion or incorporation by reference therein.

     SECTION 4.08. Absence of Certain Changes or Events. Other than in connection with or arising out of this Agreement, the Transactions and the other agreements contemplated hereby, from December 31, 2004 to the date of this Agreement, (a) Parent has conducted its business only in the ordinary course and (b) there has not been any state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect.

     SECTION 4.09. Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of Parent, threatened against Parent or any Parent Subsidiary that, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect, nor is there any Judgment outstanding against Parent or any Parent Subsidiary that has had or would reasonably be expected to have a Parent Material Adverse Effect.

     SECTION 4.10. Compliance with Applicable Laws. Parent and the Parent Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including applicable Laws relating to occupational health and safety, except to the extent that the failure to be in compliance with any such Law has not had and would not reasonably be expected to have a Parent Material Adverse Effect. To the knowledge of Parent, no employee or agent of Parent or any Parent Subsidiary has been engaged in any activities that are prohibited or are cause for criminal or civil penalties, including, but not limited to, knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind to any Governmental Entity, governmental official or any relative of such official, to obtain or retain business or to receive favorable treatment with regard to Parent’s business or operations. Neither Parent nor any Parent Subsidiary has received any written communication during the past two (2) years from a Governmental Entity that alleges that Parent or a Parent Subsidiary is not in compliance in any material respect with any applicable Law. Parent and the Parent Subsidiaries have in effect all Permits necessary or advisable for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which has not had and would not reasonably be expected to have a Parent Material Adverse Effect. There has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any such Permit, except for any such violation, default or event which has not had or would not reasonably be expected to have a Parent Material Adverse Effect. There is no event which, to the knowledge of Parent, would reasonably be expected to result in the revocation, cancellation, non-renewal or adverse modification of any such Permit.

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     SECTION 4.11. Controls and Procedures.

     (a) Each of the principal executive officer and the principal financial officer of Parent (or each former principal executive officer and former principal financial officer of Parent, as applicable) has made all certifications required under Sections 302 and 906 of S/OX with respect to Parent SEC Documents, and Parent has delivered or made available to the Company a summary of any disclosure made by management to Parent’s auditors and audit committee since December 31, 2002 referred to in such certifications. For purposes of this Section 4.11(a), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in S/OX.

     (b) Parent has (i) designed, implemented and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Exchange Act) to provide reasonable assurance that material information required to be disclosed by Parent in the reports it files with or furnishes to the SEC under the Exchange Act is communicated to its management by others within Parent and the Parent Subsidiaries as appropriate to allow timely decisions regarding required disclosure, (ii) disclosed, based on its most recent evaluation, to its auditors and the audit committee any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) which are reasonably likely to materially affect its ability to record, process, summarize and report financial data and (iii) disclosed, based on its most recent evaluation, to its auditors and the audit committee any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting. Parent will provide to the Company true, complete and correct copies of any such disclosure that is made after the date of this Agreement.

     (c) Parent has designed and implemented and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a Material Adverse Effect on the Parent Financial Statements. Parent’s management, with the participation of Parent’s principal executive and financial officers, has completed an assessment of the effectiveness of Parent’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the year ended December 31, 2004, and such assessment concluded that such internal controls were effective using the framework specified in Parent’s Annual Report filed on Form 10-K for the fiscal year ended December 31, 2004.

     (d) No personal loan or other extension of credit by Parent or any Parent Subsidiary to any of its or their executive officers or directors has been made or modified (other than as permitted by Section 13 of the Exchange Act and Section 402 of S/OX) since December 31, 2002.

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     (e) Since December 31, 2002, (i) neither Parent nor any of the Parent Subsidiaries nor, to Parent’s knowledge, any Representative of Parent or any of the Parent Subsidiaries has received any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of the Parent Subsidiaries, or their respective internal accounting controls, including, without limitation, any material complaint, allegation, assertion or claim, that Parent or any of the Parent Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls, and (ii) no attorney representing Parent or any of the Parent Subsidiaries, whether or not employed by Parent or any of the Parent Subsidiaries, has reported evidence of a material violation of U.S. Federal or state securities Laws, a material breach of fiduciary duty or similar material violation by Parent, any of the Parent Subsidiaries or any of their respective Representatives, Parent Board or any member or committee of Parent Board.

     (f) Parent has adopted one or more codes of conduct or codes of ethics applicable to the officers and directors of Parent and has provided the form(s) of such code(s).

     SECTION 4.12. Environmental Matters. Except as set forth in the Parent SEC Documents or for such matters that individually or in the aggregate have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, to the knowledge of Parent:

     (a) Parent and each of the Parent Subsidiaries are, and have been, in compliance with all Environmental Laws, and neither Parent nor any of the Parent Subsidiaries has received any (i) communication that alleges that Parent or any of the Parent Subsidiaries is in violation of, or has liability under, any Environmental Law or (ii) written request for information pursuant to any Environmental Law;

     (b) (i) Parent and each of the Parent Subsidiaries have obtained and are in compliance with all Environmental Permits necessary for their operations as currently conducted, (ii) all such Environmental Permits are valid and in good standing and (iii) neither Parent nor any of the Parent Subsidiaries has been advised by any Governmental Entity of any actual or potential change in the status or terms and conditions of any Environmental Permit;

     (c) there are no Environmental Claims pending or, to the knowledge of Parent, threatened, against Parent or any of the Parent Subsidiaries;

     (d) there have been no Releases by Parent or any of the Parent Subsidiaries or their predecessors of any Hazardous Material or other contamination of any property currently or formerly owned, leased or operated by Parent or any of the Parent Subsidiaries (including soils, groundwater or surface water) that would reasonably be expected to form the basis of any Environmental Claim or grounds for remediation against Parent or any of the Parent Subsidiaries or against any person whose liabilities for such Environmental Claims Parent or any of the Parent Subsidiaries has, or may have, retained or assumed, either contractually or by operation of Law;

     (e) (i) neither Parent nor any of the Parent Subsidiaries has retained or assumed, either contractually or by operation of Law, any liabilities or obligations that would reasonably

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be expected to form the basis of any Environmental Claim against Parent or any of the Parent Subsidiaries, and (ii) to the knowledge of Parent, no Environmental Claims are pending against any Person whose liabilities for such Environmental Claims Parent or any of the Parent Subsidiaries has, or may have, retained or assumed, either contractually or by operation of Law;

     (f) Neither Parent nor any of the Parent Subsidiaries has arranged for the treatment or disposal of any Hazardous Material on any third person property undergoing cleanup pursuant to any Environmental Law.

     SECTION 4.13. ERISA Compliance; Excess Parachute Payments.

     (a) Each collective bargaining agreement of Parent and each bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock appreciation, restricted stock, stock option, phantom stock, performance, retirement, thrift, savings, stock bonus, cafeteria, paid time off, perquisite, fringe benefit, vacation, severance, disability, death benefit, hospitalization, medical or other welfare benefit or other plan, program, arrangement or understanding of Parent, whether oral or written, formal or informal, funded or unfunded (whether or not legally binding) maintained, contributed to or required to be maintained or contributed to by Parent or any Parent Subsidiary or any other Commonly Controlled Entity, whether or not providing material benefits to any current or former employee, officer, director or independent contractor of Parent or any Parent Subsidiary (each, a “Parent Plan Participant”) (collectively, “Parent Benefit Plans”), other than Parent Multiemployer Pension Plans (as defined in Section 4.13(c), and, to the knowledge of Parent, each Parent Multiemployer Pension Plan has been administered in material compliance with its terms and applicable Law, and the terms of any applicable collective bargaining agreements.

     (b) All Parent Benefit Plans (other than Parent Multiemployer Pension Plans) which are intended to be qualified under Section 401(a) of the Code, have been the subject of a determination letter from the Internal Revenue Service to the effect that the form of each such Parent Benefit Plan is qualified and exempt from Federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, and satisfy the requirements for statutory changes required by the legislation commonly known as “GUST” and each Parent Benefit Plan has been amended to comply with statutory changes by the legislation commonly known as “EGTRRA,” and no such determination letter has been revoked nor, to the knowledge of Parent, has revocation been threatened, nor has any such Parent Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs or require security under Section 307 of ERISA.

     (c) Except as previously disclosed to the Company, during the past three (3) years (i) neither Parent nor any Commonly Controlled Entity of Parent has maintained, contributed to or been obligated to maintain or contribute to, or has any actual or contingent liability under, any Parent Benefit Plan that is subject to Title IV of ERISA, other than any Parent Benefit Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Parent Multiemployer Pension Plan”), (ii) there have been no non-exempt “prohibited transactions” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) with respect to any Parent Benefit Plan that is subject to ERISA or any other breach of fiduciary responsibility that

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could reasonably be expected to subject Parent, any Parent Subsidiary or any officer of Parent or any Parent Subsidiary or any of the Parent Benefit Plans which are subject to ERISA, or, to the knowledge of Parent, any trusts created thereunder or any trustee or administrator thereof to the tax or penalty on prohibited transactions imposed by such Section 4975 or to any material liability under Section 502(i) or 502(1) of ERISA or to any other material liability for breach of fiduciary duty under ERISA or any other applicable Law, (iii) no Parent Benefit Plan which is subject to Title IV of ERISA, or any trust related thereto, has been terminated, or (iv) (A) neither Parent nor any Parent Subsidiary has incurred any liability that remains unsatisfied with respect to a “complete withdrawal” or a “partial withdrawal” (as such terms are defined in Sections 4203 and 4205, respectively, of ERISA) since the effective date of such Sections 4203 and 4205 with respect to any Parent Multiemployer Pension Plan, (B) no such liability has been asserted, (C) there are no events or circumstances known by Parent that would result in any such complete withdrawal or partial withdrawal and (D) neither Parent nor any Commonly Controlled Entity of Parent is bound by any Contract or has any liabilities described in ERISA Section 4204; provided, however, that the representation contained in clause (i) through (iv) of this Section 4.13(c) shall only apply to items which Parent reasonably believes would result in a Parent Material Adverse Effect.

     (d) With respect to any Parent Benefit Plan that is a “welfare plan” (as such term is defined in Section 3(1) of ERISA), whether or not subject to ERISA, (i) no such Parent Benefit Plan is funded through a “welfare benefits fund” (as such term is defined in Section 419(e) of the Code), (ii) each such Parent Benefit Plan that is a “group health plan” (as such term is defined in Section 5000(b)(1) of the Code), complies, in all material respects, with the applicable requirements of Section 4980B(f) of the Code or any similar state statute, (iii) no such Parent Benefit Plan provides benefits after termination of employment, except where the cost thereof is borne entirely by the former employee (or his or her eligible dependents or beneficiaries) or as required by Section 4980B(f) of the Code or any similar state statute, (iv) each such Parent Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without material liability to Parent and the Parent Subsidiaries (except for expenses related to termination of any such plan and paying any final claims related thereto) on or at any time after the Effective Time and (v) Parent has disclosed to the Company in the Parent Disclosure Letter whether each welfare plan is self-insured or insured through third party coverage.

     (e) Except as could not reasonably be expected to have a Parent Material Adverse Effect, since December 31, 2004, neither Parent nor any Parent Subsidiary has received notice of, and, to the knowledge of Parent, there are no (i) material pending termination proceedings or other suits, claims (except claims for benefits payable in the normal operation of the Parent Benefit Plans), actions or proceedings against or involving or asserting any rights or claims to benefits under any Parent Benefit Plan (other than a Parent Benefit Plan which is a Parent Multiemployer Pension Plan), or (ii) pending investigations (other than routine inquiries) by any Governmental Entity with respect to any Parent Benefit Plan (other than a Parent Benefit Plan which is a Parent Multiemployer Benefit Plan). Except as could not reasonably be expected to have a Parent Material Adverse Effect, all contributions, premiums and benefit payments under or in connection with the Parent Benefit Plans that are required to have been made by Parent or any Parent Subsidiary have been timely made, accrued or reserved for in all material respects.

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     (f) Neither Parent nor any Parent Subsidiary has any material liability or obligations, including under or on account of a Parent Benefit Plan, arising out of the hiring of persons to provide services to Parent or any Parent Subsidiary and treating such persons as consultants or independent contractors and not as employees of Parent or any Parent Subsidiary.

     (g) Parent has no legally binding plan or commitment to create any additional Parent Benefit Plan or modify or change any existing Parent Benefit Plan that would be reasonably expected to result in material liabilities to Parent, except as may be required by applicable Law. To the extent that any such plan or commitment exists, whether or not expected to result in material liability to Parent, Parent has provided a copy of such plan or commitment to the Company.

     (h) No employee, director or consultant is or will become entitled to death or medical post-employment benefits by reason of service to Parent or the Parent Subsidiaries, other than coverage mandated by section 4980B of the Code or similar state law, where the payment of any such benefits would have a Parent Material Adverse Effect.

     SECTION 4.14. Intellectual Property. Parent and the Parent Subsidiaries own, or are validly licensed or otherwise have the right to use, all Intellectual Property Rights that are necessary for Parent to conduct its business and operations and the business and operations of the Parent Subsidiaries, other than such Intellectual Property Rights the absence of which have not had or would not reasonably be expected to have a Parent Material Adverse Effect. No claims are pending or, to the knowledge of Parent, threatened that Parent or any Parent Subsidiary is infringing or otherwise adversely affecting the rights of any person with regard to any Intellectual Property Right. To the knowledge of Parent, no person is infringing the rights of Parent or any Parent Subsidiary with respect to any Intellectual Property Right.

     SECTION 4.15. Real Property. Parent or a Parent Subsidiary has good and marketable fee title to all Parent Property that is Owned Property and good and valid leasehold title to all Parent Property that is Leased Property, in each case subject only to (a) Liens described in Section 3.14(a), (b) easements, covenants, rights-of-way and other similar restrictions of record (other than options or rights of first refusal or offer to purchase) or (c) any conditions that would be shown by a current, accurate survey or physical inspection of any Parent Property made on the date of this Agreement.

     SECTION 4.16. Labor Matters. Since December 31, 2002, neither Parent nor any Parent Subsidiary has experienced any labor strikes, union organization attempts, requests for representation, work slowdowns or stoppages or disputes due to labor disagreements, and, to the knowledge of Parent and the Parent Subsidiaries, there is currently no such action threatened against or affecting Parent or any Parent Subsidiary that would reasonably be expected to result in a material liability to Parent. Parent and the Parent Subsidiaries are each in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment and wages and hours, human rights, pay equity and workers compensation, except to the extent that the failure to be in compliance with any such Law has not had and would not reasonably be expected to have a Parent Material Adverse Effect. There is no unfair labor practice charge or complaint against Parent or any Parent Subsidiary pending or, to the knowledge of Parent or any Parent

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Subsidiary, threatened before the National Labor Relations Board or any comparable Federal, state, provincial or foreign agency or authority that would reasonably be expected to result in material liability to Parent. No grievance or arbitration proceeding arising out of a collective bargaining agreement is pending or, to the knowledge of Parent or any Parent Subsidiary, threatened against Parent or any Parent Subsidiary that would reasonably be expected to result in material liability to Parent.

     SECTION 4.17. Taxes.

     (a) Parent and each of the Parent Subsidiaries has timely filed all Returns required by applicable Tax law to be filed by Parent and each of the Parent Subsidiaries. All Taxes owed by Parent or any of the Parent Subsidiaries to a taxing authority, as of the date hereof, have been paid and, as of the Effective Time, will have been paid. Parent has made accruals for Taxes on Parent Financial Statements which are adequate to cover any Tax liability of Parent and each of the Parent Subsidiaries determined in accordance with GAAP through the date of Parent Financial Statements.

     (b) Parent and each of the Parent Subsidiaries have withheld with respect to its employees all Federal and state income Taxes and all other Taxes required to be withheld (including, without limitation, Sections 1441, 1442, 3101, 3111 and 3402 of Code or similar provisions under all applicable Laws).

     (c) There is no Tax deficiency outstanding, proposed or assessed against Parent or any of the Parent Subsidiaries. Neither Parent nor any of the Parent Subsidiaries has executed or requested any waiver of any statute of limitations on or extending the period for the assessment or collection of any Federal or material state Tax that is still in effect.

     (d) No Tax audit or other examination of Parent or any of the Parent Subsidiaries is presently in progress, nor has Parent or any of the Parent Subsidiaries been notified in writing of any request for such Tax audit or other examination.

     (e) Neither Parent nor any of the Parent Subsidiaries is a party to (i) any agreement with a party other than Parent or any of Parent Subsidiaries providing for the allocation or payment of Tax liabilities or payment for Tax benefits with respect to a consolidated, combined or unitary Return which Return includes or included Parent or any Parent Subsidiary or (ii) any Tax Agreement other than any Tax Agreement described in the foregoing clause (i).

     (f) Neither Parent nor any of the Parent Subsidiaries (i) has been a member of an affiliated group within the meaning of Section 1504(a) of the Code or any similar group defined under a similar provision of state, local or foreign law filing (other than a group the common parent of which is Parent) (A) since December 31, 2000 or (B) where such membership would give rise to any liability that could be reasonably expected to have a Parent Material Adverse Effect or (ii) has any liability for the Taxes of any person (other than the Parent and the Parent Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract or otherwise.

     (g) Parent is not, and has not at any time been, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code.

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     (h) Neither Parent nor any of the Parent Subsidiaries have been a “distributing corporation” within the meaning of Section 355(a)(1)(A) of the Code within the past two (2) years.

     (i) No material claim has ever been made by any Governmental Entity in a jurisdiction where Parent or any of the Parent Subsidiaries does not file Tax returns that it is or may be subject to taxation by that jurisdiction, and neither Parent nor any of the Parent Subsidiaries has received any notice of any such material claim from any such authority.

     SECTION 4.18. Broker’s Fees; Finder’s Fees. Except for UBS whose fees will be paid by Parent on or before the Closing Date, no broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Merger and the other Transactions based upon arrangements made by or on behalf of Parent or Sub.

     SECTION 4.19. Reorganization; Approvals. As of the date of this Agreement, Parent (a) is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code, and (b) knows of no reason why all regulatory approvals from any Governmental Entity required for consummation of the Transactions should not be obtained on a timely basis.

     SECTION 4.20. Aggregate Cash Consideration. As of the date hereof, subject to obtaining any consents or waivers required from Parent’s lenders, Parent has available to it sufficient funds to deliver, and as of the date of the mailing of the Company Proxy Statement and immediately prior to the Effective Time, Parent will have available to it sufficient funds to deliver, (i) the aggregate Cash Consideration to be paid pursuant to this Agreement and (ii) the aggregate cash payments to be made in respect of the Holding Stock Options. In furtherance of the foregoing, as of the date hereof, subject to obtaining any consents or waivers required from Parent’s lenders, the Liens with respect to the assets of the Company and the Company Subsidiaries contemplated herein are, and as of the date of the mailing of the Company Proxy Statement and immediately prior to the Effective Time, such Liens will be, permitted by Parent’s lenders.

     SECTION 4.21. Insurance. All insurance policies carried by or covering Parent and the Parent Subsidiaries with respect to their business, assets and properties are in full force and effect, and no written notice of cancellation has been received by Parent or any of the Parent Subsidiaries with respect to any such insurance policy which has not been cured by the payment of premiums that are due. The insurance coverage provided by such insurance policies (including as to deductibles and self-insured retentions) is reasonable and customary as compared to similarly situated companies engaged in a similar business.

ARTICLE V
Covenants Relating to Conduct of Business

     SECTION 5.01. Conduct of Business.

     (a) Conduct of Business by Company and Company Subsidiaries. During the period from the date of this Agreement and continuing until the Effective Time, the Company agrees as

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to itself and the Company Subsidiaries to the following (except as (i) expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 5.01 of the Company Disclosure Letter, (iii) as required by any applicable Law, (iv) as required by a Governmental Entity of competent jurisdiction, (v) to the extent approved in writing by Parent prior to, or contemporaneously with, this Agreement or (vi) to the extent that Parent shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed):

          (A) Ordinary Course. The Company and the Company Subsidiaries shall in all material respects carry on their respective businesses in the usual, regular and ordinary course and consistent with past practice. Without limiting the foregoing, the Company and the Company Subsidiaries shall use their commercially reasonable efforts to preserve substantially intact their present lines of business, maintain their rights and franchises and preserve substantially intact their relationships with customers, suppliers and others having business dealings with them and keep available the services of their present officers and employees, in each case to the end that their ongoing businesses shall not be impaired in a manner that would have a Company Material Adverse Effect at the Effective Time.

          (B) Dividends; Changes in Share Capital. The Company shall not, and shall not permit any of the Company Subsidiaries to (1) declare, set aside or pay any dividend or other distribution with respect to any of its capital stock (except for dividends by wholly owned Company Subsidiaries to the Company), (2) split, combine or reclassify any of its capital stock or issue any other securities in respect of, in lieu of or in substitution for, shares of its capital stock, except for (x) any such transaction by a wholly owned Company Subsidiary which remains a wholly owned Subsidiary after consummation of such transaction or (y) issuances of shares of Company Common Stock upon the conversion or exercise of any outstanding stock options in accordance with their terms, or (3) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.

          (C) Issuance of Securities. The Company shall not, and shall not permit any of the Company Subsidiaries to, issue, deliver or sell any shares of its capital stock of any class, any Voting Company Debt, any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock based performance units or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such shares of capital stock or Voting Company Debt, other than the issuance of shares of Company Common Stock upon the exercise of Company Stock Options and the Holding Stock Options outstanding on the date of this Agreement and in accordance with their terms.

          (D) Governing Documents. The Company shall not amend its Company Charter or its Company Bylaws.

          (E) No Acquisitions. The Company shall not, and shall not permit any of the Company Subsidiaries to, acquire (or agree to acquire), in a single transaction or in a series of related transactions, any business or assets that are material, individually or in the aggregate, to the Company and the Company Subsidiaries, taken as a whole, other

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than transactions that are in the ordinary course of business which ordinary course of business may not include a prior pattern of acquiring the business or assets of other entities.

          (F) No Dispositions. The Company shall not, and shall not permit any of the Company Subsidiaries to, sell, dispose of, transfer or divest any assets (including capital stock of the Company Subsidiaries), businesses or divisions other than transactions that (1) are in the ordinary course of business which ordinary course of business may not include a prior pattern of disposing of business or divisions or (2) do not have a fair value, individually, in excess of $3,000,000 or, in the aggregate, in excess of $10,000,000.

          (G) No Liens. The Company shall not, and shall not permit any of the Company Subsidiaries to, create, assume or otherwise consensually incur any Lien on any asset other than Liens (1) pursuant to the Company Senior Debt Agreements or (2) incurred in the ordinary course of business consistent with past practice, including with respect to expenses related to the Transactions.

          (H) Compensation; Severance. Except (1) as required by applicable Law, (2) to satisfy contractual obligations based on a change in control of the Company pursuant to the Contracts specified in Section 5.01(a) of the Company Disclosure Letter or (3) in the ordinary course of business consistent with past practice, the Company shall not, and shall not permit any of the Company Subsidiaries to, (I) pay or commit to pay any material severance or termination pay other than severance or termination pay that is required to be paid pursuant to the terms of a Company Benefit Plan existing as of the date of this Agreement, (II) enter into any material employment, deferred compensation, consulting, severance or other similar agreement (or any amendment to any such existing agreement other than amendments necessary or appropriate to bring such agreements into compliance with Section 409A of the Code) with any director or officer or key employee of the Company or any of the Company Subsidiaries, (III) increase or commit to increase in any material respect any employee benefits payable to any director, officer or employee of the Company or any of the Company Subsidiaries, including wages, salaries, compensation, pension, severance, termination pay or other benefits or payments (except as required by an existing Company Benefit Plan or applicable Law and other than increases in connection with annual merit and/or cost of living increases that are consistent with past practice in the timing, amount and procedures for implementation), (IV) adopt or make any commitment to adopt any additional employee benefit plan, (V) make any material contribution to any Company Benefit Plan, other than (x) regularly scheduled contributions and (y) contributions required pursuant to the terms thereof or applicable Law, agreement, order or plan, or (VI) amend or extend or make any commitments to amend or extend any Company Benefit Plan in any material respect, except for amendments required by applicable Law.

          (I) Accounting Methods; Income Tax Elections. The Company shall not, and shall not permit any of the Company Subsidiaries to, (1) change in any material respect its methods of accounting or accounting practice as in effect at March 31, 2005, except for any such change as required by reason of a change in SEC guidelines or

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GAAP, (2) change its fiscal year, (3) prepare or file any material Tax return materially inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is materially inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax returns in prior periods or (4) settle or compromise any material claim relating to Taxes.

          (J) Certain Agreements. The Company shall not, and shall not permit any of the Company Subsidiaries to, enter into any Material Contract that limits or restricts the right of the Company or any of the Company Subsidiaries or any of their respective affiliates or successors, or that would, after the Effective Time, limit or restrict the right of the Parent, the Surviving Corporation or any of their respective affiliates or successors, to engage or compete in any business or in any geographic area or location.

          (K) Corporate Structure. The Company shall not, and shall not permit any of the Company Subsidiaries to, alter (through merger, liquidation, reorganization, restructuring or any other fashion) the corporate structure of the Company or any of the Company Subsidiaries.

          (L) Capital Expenditures. The Company shall not, and shall not permit any of the Company Subsidiaries to, make any capital expenditures, capital additions or capital improvements except in the ordinary course of business or in accordance with the Company’s capital expenditures budgets for its 2006 and 2007 fiscal years, and in any event shall not make aggregate capital expenditures, other than as provided for in such budgets, in excess of $5,000,000 between the date of this Agreement and the Closing Date.

          (M) Prohibited Activities. The Company shall not, and shall not permit any of the Company Subsidiaries to, agree, authorize or enter into any commitment to take any action described in the foregoing subsections (A) through (L) of this Section 5.01(a), except as otherwise permitted by this Agreement.

     (b) Conduct of Business of Parent and Parent Subsidiaries. During the period from the date of this Agreement and continuing until the Effective Time, Parent agrees as to itself and the Parent Subsidiaries that (except as (i) expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 5.01 of the Parent Disclosure Letter, (iii) as required by any applicable Law, (iv) as required by a Governmental Entity of competent jurisdiction, (v) to the extent approved in writing by the Company prior to, or contemporaneously with, this Agreement or (vi) to the extent that the Company shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed):

          (A) Ordinary Course. Parent and the Parent Subsidiaries shall in all material respects carry on their respective businesses in the usual, regular and ordinary course and consistent with past practice. Without limiting the foregoing, Parent and the Parent Subsidiaries shall use their commercially reasonable efforts to preserve substantially intact their present lines of business, maintain their rights and franchises and preserve substantially intact their relationships with customers, suppliers and others having business dealings with them and keep available the services of their present

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officers and employees, in each case to the end that their ongoing businesses shall not be impaired in a manner that would have a Parent Material Adverse Effect at the Effective Time.

          (B) Changes in Share Capital. Parent shall not repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.

          (C) Issuance of Securities. Parent shall not, and shall not permit any of the Parent Subsidiaries to, issue, deliver or sell any shares of its capital stock of any class, any Voting Parent debt, any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock based performance units or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such shares of capital stock or Voting Parent Debt, other than (1) the issuance of shares of Parent Common Stock upon the exercise of stock options outstanding on the date of this Agreement in accordance with the terms of Parent’s stock option plans in effect as of the date of this Agreement, (2) the issuance of restricted shares pursuant to the terms of Parent’s Key Man Incentive Plan, (3) the grant of stock options or the issuance of shares of Parent Common Stock upon the exercise of such stock options in accordance with the terms of Parent’s stock option plans in effect as of the date of this Agreement or (4) issuances by a wholly owned Parent Subsidiary of capital stock to such Subsidiary’s parent or another wholly owned Parent Subsidiary.

          (D) Governing Documents. Parent shall not amend the Parent Charter or Parent Bylaws and shall cause Sub not to amend its certificate of incorporation or its bylaws.

          (E) Corporate Structure. Parent shall not alter (through merger, liquidation, reorganization, restructuring or any other fashion) the corporate structure or ownership of Parent or any of the Parent Subsidiaries where such change in the corporate structure is reasonably likely to result in a Parent Material Adverse Effect or would adversely effect the value of the Parent Common Stock.

          (F) Prohibited Activities. Parent shall not, and shall not permit any of the Parent Subsidiaries to, agree, authorize or enter into any commitment to take any action described in the foregoing subsections (A) through (E) of this Section 5.01(b), except as otherwise permitted by this Agreement.

     (c) Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would reasonably be expected to, result in (i) any of the representations and warranties of such Party set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) any condition to the Merger set forth in Article VII not being satisfied.

     (d) Advice of Changes. The Company and Parent shall promptly advise the other orally and in writing of any state of facts, event, change, effect, development, condition or

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occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on such Party.

     SECTION 5.02. No Solicitation.

     (a) From the date of this Agreement to the Effective Time, unless this Agreement is terminated earlier pursuant to Article VIII, the Company shall not, nor shall it authorize or permit any Company Subsidiary to, nor shall it authorize or permit any Representative of, the Company or any Company Subsidiary to, and the Company shall cause its and the Company Subsidiaries’ Representatives not to, directly or indirectly, (i) solicit, initiate, negotiate, knowingly encourage or knowingly facilitate (including by way of furnishing non-public information) the submission of any Company Takeover Proposal, (ii) enter into any agreement with respect to any Company Takeover Proposal or (iii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Company Takeover Proposal, or afford access to properties, books or records of the Company or the Company Subsidiaries to, any Person that made a Company Takeover Proposal or to any Person that has disclosed to the Company that it is contemplating making a Company Takeover Proposal; provided, however, that, prior to the consummation of the Merger, in addition to Section 5.02(b), the Company may, in response to an unsolicited bona fide Company Takeover Proposal which did not result from a breach of this Section 5.02(a) and which the Company Board determines, in good faith, after consultation with its outside legal counsel and financial advisors, is, or may reasonably be expected to lead to, a Superior Company Proposal, and subject to compliance with Section 5.02(c), (x) furnish information with respect to the Company to the person making such Company Takeover Proposal and its Representatives pursuant to a customary confidentiality agreement (which shall have terms and conditions no less favorable than those in the Confidentiality Agreement), (y) participate in discussions or negotiations with such person and its Representatives regarding any Company Takeover Proposal and (z) take, and disclose to the Company’s stockholders, a position with respect to any tender offer or exchange offer by a third party or amend or withdraw such position in accordance with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act (provided that the Company Board shall not recommend that the Company’s stockholders tender their shares of capital stock in the Company in connection with such tender offer or exchange unless the Company has complied with Section 5.02(b)).

     (b) If, prior to the consummation of the Merger:

          (i) (A) the Company Board has received a Superior Company Proposal or (B) the Company Board shall have determined in good faith, after consultation with its outside legal counsel and financial advisors, that the failure to withdraw or modify the Company Recommendation may be reasonably expected to violate the fiduciary duties of the Company Board under applicable Law,

          (ii) the Company has notified Parent in writing of the determination described in clause (i) above,

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          (iii) at least four (4) business days following receipt by Parent of the notice received in clause (ii) above, and taking into account any revised proposal made by Parent since receipt of the notice referred to in clause (ii) above, the Company Board determines that such Superior Company Proposal remains a Superior Company Proposal, and

          (iv) the Company is in compliance with this Section 5.02,

then the Company Board may withdraw or modify the Company Recommendation (as defined in Section 6.01(f)).

     (c) The Company promptly, but in any event within five (5) business days after receipt thereof, shall advise Parent in writing of any Company Takeover Proposal, including the material terms and conditions thereof, or any inquiry with respect to or that would reasonably be expected to lead to any Company Takeover Proposal. The Company shall promptly, but in any event no later than two (2) business days before providing information or entering into discussions with such third party, provide written notice to Parent of the Company’s intent to furnish information or enter into discussions with such third party. The Company shall promptly provide Parent a copy of the Company’s response to a Company Takeover Proposal and copies of any amendments or modifications to the Company Takeover Proposal.

ARTICLE VI
Additional Agreements

     SECTION 6.01. Preparation of the Form S-4 and the Company Proxy Statement; Company Stockholders’ Meetings.

     (a) As soon as practicable following the date of this Agreement, the Company and Parent shall prepare and file with the SEC a Company proxy statement (the “Company Proxy Statement”) in preliminary form and Parent shall prepare and file with the SEC the Form S-4, in which the Company Proxy Statement and a Parent prospectus relating to the Share Issuance will be included, and each of the Company and Parent shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of the Company and Parent shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, but, in any event, no more than three (3) business days after the SEC notifies Parent that the SEC will consider a written request for the acceleration of the effective date of the Form S-4 and shall use reasonable efforts to keep the Form S-4 effective as long as necessary to consummate the Merger and the other Transactions. Absent any restraint under applicable Law, the Company will use its commercially reasonable efforts to cause the Company Proxy Statement to be mailed to its stockholders as promptly as practicable (but no more than five (5) business days) after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and the Transactions and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from

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the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Company Proxy Statement, the Form S-4 or the Merger.

     (b) The Form S-4 shall comply in all material respects with all applicable Laws respecting securities, including rules and regulations promulgated by the SEC.

     (c) No filing of, or amendment or supplement to, the Form S-4, and no correspondence with the SEC with respect thereto, will be made by Parent or the Company without the prior consent of the other Party (including providing the other Party a reasonable opportunity to review and comment on such amendment or supplement). Parent will advise the Company, promptly after it receives notice thereof, of the time when any of the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock that comprises the Stock Consideration issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If, at any time prior to the Closing Date, any information relating to Parent or the Company, any of their respective subsidiaries or affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to the Form S-4, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company.

     (d) Each of Parent and the Company shall use commercially reasonable efforts to cause to be delivered to each other a letter of its independent auditors, dated (i) a date within two (2) business days prior to the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to such other Party and its directors, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 and reasonably acceptable to the recipient Party.

     (e) Subject to Section 5.02 and other than pursuant to Rule 14a-12 of the Exchange Act with respect to public announcements made in compliance with Section 6.08, no amendment or supplement to the Company Proxy Statement, nor any response to any comments or inquiry from the SEC, will be made by the Company or Parent without the approval of such other Party, which approval shall not be unreasonably withheld or delayed.

     (f) The Company shall, as soon as practicable following the date of this Agreement, and in any event, subject to Section 6.01(g) and any applicable Law or Judgment, within forty-five (45) days following the mailing of the Company Proxy Statement, duly call, give notice of, convene and hold the Company Stockholders’ Meeting for the purpose of seeking the Company Stockholder Approval; provided, however, that the Company may delay calling, giving notice of,

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convening or holding the Company Stockholders’ Meeting for a reasonable period to address and resolve any restraint affecting this Agreement or the Transactions arising from an applicable Law or Judgment (including, without limitation, addressing and resolving any comments from the SEC); provided, further, that, when scheduling the Stockholders’ Meeting, the Company will consider the Parent’s desire that the Closing, if practicable, occur on the first (1^st) business day of a calendar month. Subject to Section 5.02(b), the Company Proxy Statement shall include the recommendation of the Company Board that the adoption of this Agreement by the Company’s stockholders is advisable and that the Company Board has determined that the Merger is fair, from a financial point of view, to and in the best interests of the Company’s stockholders (the “Company Recommendation”).

     (g) Notwithstanding anything to the contrary in the preceding paragraph, at any time prior to the Company Stockholders’ Meeting and subject to compliance with Section 5.02, the Company may adjourn or postpone the Company Stockholders’ Meeting in response to a Company Takeover Proposal for such time as the Company Board determines is appropriate to investigate and consider such Company Takeover Proposal, if the Company Board determines in good faith after consultation with its outside legal counsel and financial advisors that such Company Takeover Proposal may reasonably be expected to lead to a Superior Company Proposal and that the failure to do so would be inconsistent with its fiduciary duties under applicable Law. The Company shall not be required to hold the Company Stockholders’ Meeting if this Agreement is terminated before the Company Stockholders’ Meeting is held.

     (h) Each of the Company and Parent agrees, as to itself and its subsidiaries, that none of the information supplied or to be supplied by it or its subsidiaries for inclusion or incorporation by reference in (i) the Form S-4, or any amendment or supplement thereto, to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (including the Company Proxy Statement) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Company Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders of the Company and at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company and Parent will cause the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations promulgated thereunder. No representation or warranty is made by the Company in this Section 6.01(h) with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub for inclusion or incorporation by reference in the Form S-4 (including the Company Proxy Statement), and no representation or warranty is made by Parent or Sub in this Section 6.01(h) with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference in the Form S-4 (including the Company Proxy Statement).

     SECTION 6.02. HSR Act Filing. As promptly as possible after the date of this Agreement, if required by any Law, each of Parent and the Company shall file with the FTC and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) a

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pre-merger notification in accordance with the HSR Act with respect to the Merger pursuant to this Agreement, and shall file an antitrust notification in any other jurisdiction if required by any Law (including, without limitation, the Regulatory Filings). Each of Parent and the Company shall furnish promptly to the FTC, the Antitrust Division and any other requesting Governmental Entity any additional information requested by them pursuant to the HSR Act or any other antitrust notification in connection with such filings. Parent and the Company shall cooperate fully with each other in connection with the making of all such filings or responses, including, subject to applicable Law and privileges, including the attorney-client privilege, (a) providing copies of all of such documents to the other Party and its Representatives prior to filing or responding and (b) timely furnishing to the other Party all information concerning itself, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing.

     SECTION 6.03. Access to Information; Confidentiality. Upon reasonable notice, each of the Company and Parent shall, and shall cause each of its respective significant subsidiaries (determined in accordance with Regulation S-X promulgated under the Securities Act) to, afford to the other Party and to the officers, employees, accountants, legal counsel, financial advisors and other representatives of such other Party, reasonable access during normal business hours during the period prior to the Effective Time to all of their respective properties, books, contracts, commitments, personnel and records and, during such period, each of the Company and Parent shall, and shall cause each of its respective significant subsidiaries to, furnish promptly to the other Party (a) a copy of each report, schedule, registration statement and other document filed or furnished by it during such period pursuant to the requirements of Federal or state securities laws and (b) all other information concerning its business, properties and personnel as such other Party may reasonably request; provided that each of the Company and Parent shall have the right to access the properties, books, contracts, commitments, personnel and records of any non-significant subsidiary of the other Party to extent that the operations or business of any such subsidiary would reasonably be expected to have a Material Adverse Effect upon such other Party. Without limiting the foregoing, Parent and its representatives shall be allowed to conduct a Phase I environmental investigation of the Company, the Company Subsidiaries and their properties, but shall not be allowed, absent the prior written approval of the Company, to perform any environmental sampling or analysis of the sort commonly referred to as a Phase II environmental investigation, which approval shall not be unreasonably withheld or delayed; provided, however, that the Parties acknowledge and agree that the conduct and completion of any such environmental investigation shall not be a condition to the closing of the Transactions. The Company and the Company Subsidiaries shall reasonably cooperate with Parent and its representatives in connection with any such environmental investigation, including making available personnel, outside contractors and outside consultants with knowledge of environmental matters pertaining to the Company, the Company Subsidiaries and their properties and making available relevant documents related to such matters. Neither Parent nor Sub shall, and Parent and Sub shall cause each of its representatives not to, use any information acquired pursuant to this Section 6.03 for any purpose unrelated to the consummation of the Transactions. All information exchanged, made available or acquired pursuant to this Section 6.03 shall be subject to the Confidentiality Agreement.

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     SECTION 6.04. Reasonable Efforts; Notification.

     (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions to be performed or consummated by such Party in accordance with the terms of this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions to be performed or consummated by such Party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions to be performed or consummated by such Party in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (x) take all reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (y) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, take all reasonable action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in advance and, to the extent practicable, each will consult with the other Party on, all of the information relating to itself and its subsidiaries that appear in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Merger and the Transactions.

     (b) Parent shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with its Representatives in doing, all things necessary, proper or advisable to obtain, prior to the mailing of the Company Proxy Statement, all waivers and consents required from Parent’s lenders to consummate the Transactions, including, without limitation, to provide Parent with sufficient funds to deliver the Cash Consideration and other cash payments due hereunder and to permit the existence of the Liens of the Company and the Company Subsidiaries contemplated herein.

     (c) The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement;

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provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement.

     (d) Nothing in Section 6.04(a) shall require Parent to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the Company’s assets or limits on the Company’s freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, and nothing in Section 6.04(a) shall authorize the Company to commit or agree to any of the foregoing, to obtain any consents, approvals, permits or authorizations or to remove any impediments to the Merger relating solely to the Antitrust Laws or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding relating solely to Antitrust Laws.

     SECTION 6.05. Company Stock Options; Company RSP; Other Employee Benefits.

     (a) At the Effective Time, the Surviving Corporation shall assume all obligations of the Company with respect to the Company RSP and the Supplemental SBP. Parent shall guarantee performance of the Surviving Corporation’s obligation to make an Additional Employer Contribution to the Company RSP and the Supplemental SBP. Parent agrees to register and list any shares of Parent Common Stock issuable to the Company RSP as the Additional Employer Contribution. At the Effective Time the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, (i) amend the definition of “Company Stock” in the Company RSP and Supplemental SBP to mean shares of Parent Common Stock, (ii) amend the “Additional Employer Contribution” required by Appendix 3.3 of the Company RSP to be made for the “Plan Year” ended March 31, 2006, to state that such Additional Employer Contribution will be made in a number of shares of Parent Common Stock at least equal to the number of shares of Company Common Stock that would have been contributed for such Plan Year had the Merger not occurred, multiplied by the Option Exchange Ratio and (iii) amend Section 6.5 of the Company RSP to delete restrictions on trading Company Common Stock contained in subsections 6.5(b) and 6.5(c)(5) therein (but not the diversification rules in Section 6.5(c)(2) and (3)). Prior to the Effective Time, Parent shall reserve for issuance the number of shares of Parent Common Stock necessary to satisfy Parent’s obligations under this Section 6.05(a). The Form S-4 and the NYSE listing application shall include the shares of Parent Common Stock issuable to the Company RSP (and the Supplemental SBP) as Merger Consideration and as the Additional Employer Contribution.

     (b) Promptly after the Effective Time, Parent shall file with the SEC a registration statement on Form S-8 or such other appropriate form with respect to the shares of Parent Common Stock to be issued or issuable pursuant to the Company RSP and shall use its best efforts to maintain the current status of the prospectus contained, or incorporated by reference, in such registration statement, as well as comply with any applicable listing requirements of the NYSE and state securities or “blue sky” laws, for so long as the Company RSP has an investment option including Parent Common Stock, which investment option shall be continued for not less than one (1) year after the Effective Time.

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     (c) The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain for not less than one (1) year after the Effective Time the Company Benefit Plans as in effect on the date of this Agreement as set forth on the Company Disclosure Letter (other than the Company Option Plan) or to provide coverage and benefits, including, without limitation, with respect to the Company RSP, to make annual contributions pursuant to Section 3.3 of the Company RSP consistent with past practice, to each employee of the Company and the Company Subsidiaries as of the Effective Time (the “Covered Employees”) that are at least as favorable in the aggregate to such employees as those in effect on the date of this Agreement, except as may be required pursuant to any applicable collective bargaining agreement.

     (d) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to honor in accordance with their respective terms (as in effect on the date of this Agreement), all of the Company’s employment, change of control, severance and termination agreements, plans and policies (including, without limitation, bonuses, incentives or deferred compensation) with its employees disclosed in the Company Disclosure Letter. Parent shall, and shall cause the Surviving Corporation to, timely amend any and all plans and arrangements (and any and all related documents) adopted or maintained by the Company prior to the Effective Time that provide for the deferral of compensation subject to Section 409A of the Code to the extent necessary to avoid liability under such Section 409A.

     (e) For a period of one (1) year from the Closing Date, Parent and the Surviving Corporation shall provide the Covered Employees, who, immediately prior to the Effective Time, were employees of the Company and its Subsidiaries and had not entered into an employment, change of control, severance or termination agreement with the Company, with annual rates of base salary or hourly wages, as applicable, and annual incentive opportunities that are at least as favorable in the aggregate to such employees as those in effect immediately prior to the Effective Time. For the avoidance of doubt, the Parties agree that the Company’s Management Incentive Cash Bonus Plan for fiscal year ending March 31, 2007 will be paid on a twelve-month fiscal year basis consistent with the general approach of the same plan for the fiscal year ending March 31, 2006, and the Company’s Management Incentive Cash Bonus Plan may change to a calendar year basis for the nine-month period ending December 31, 2007.

     (f) With respect to any employee benefit plan, program or arrangement maintained by Parent or any Parent Subsidiary (including any severance plan), for all purposes of determining eligibility to participate and vesting and, except under any defined benefit pension plans, for purposes of benefit accrual, service by a Company employee with the Company or any Company Subsidiary shall be treated as service with Parent or any Parent Subsidiary; provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits.

     (g) From and after the Effective Time, those certain transfer restriction letter agreements between the Company and each of its executive officers and district managers shall terminate and be of no further force and effect.

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     SECTION 6.06. Indemnification; Insurance.

     (a) In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative (a “Claim”), including any such Claim in which an individual who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director, officer or employee of the Company or any of the Company Subsidiaries or who is or was serving at the request of the Company or any of the Company Subsidiaries as a director, officer or employee of another person (the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he or she is or was a director, officer or employee of the Company or any of the Company Subsidiaries prior to the Effective Time or (ii) this Agreement or any of the Transactions, whether asserted or arising before or after the Effective Time, the Parties shall cooperate and use their best efforts to defend against and respond thereto. Parent shall, to the fullest extent permitted by Law, and shall cause the Surviving Corporation to (i) maintain and preserve, for a period of six (6) years after the Effective Time, the rights to exculpation, indemnification and advancement of expenses of all Indemnified Parties as provided in the Company Charter, the Company Bylaws and the comparable charter and organization documents of each Company Subsidiary as in effect on the date hereof and (ii) honor all of the Company’s obligations to indemnify (including any obligations to advance funds for expenses) all Indemnified Parties, for and in connection with acts or omissions by such persons occurring prior to the Effective Time to the extent that such obligations of the Company or any Company Subsidiary exist on the date of this Agreement, whether pursuant to the Company Charter, the Company Bylaws, the comparable charter and organizational documents of each Company Subsidiary, individual indemnity agreements or otherwise, as the case may be, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with the terms of the Company Charter, the Company Bylaws, each Company Subsidiary’s charter and organizational documents and such individual indemnity agreements from the Effective Time until the expiration of the applicable statute of limitations with respect to any Claims against such persons arising out of such acts or omissions.

     (b) From and after the Effective Time, the Surviving Corporation shall, to the fullest extent permitted by applicable Law, indemnify, defend and hold harmless, and provide advancement of expenses to, each Indemnified Party against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement of or in connection with any Claim based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director, officer or employee of the Company or any Company Subsidiary, while serving in such capacity, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Effective Time, whether asserted or claimed prior to, or at or after, the Effective Time (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions).

     (c) For a period of six (6) years after the Effective Time, Parent shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by the Company and each Company Subsidiary (provided that Parent may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from or related to facts or events which occurred at or before the Effective Time and with a total

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insured coverage of $50,000,000 of directors’ and officers’ liability insurance and $5,000,000 of fiduciary liability insurance for such six (6) year period; provided, however, that Parent shall not be obligated to make aggregate premium payments for the entire six (6) year run-off period for such insurance policies to the extent such premiums exceed $2,200,000 (the “Maximum Premium”). If such insurance coverage cannot be obtained at all, or can only be obtained at an aggregate premium in excess of the Maximum Premium after giving effect to any credit obtainable from the premiums paid for the directors’ and officers’ liability insurance and the fiduciary liability insurance for the current year, Parent shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an aggregate premium equal to the Maximum Premium.

     (d) The obligations under this Section 6.06 shall not be terminated or modified in such a manner as to affect adversely any Indemnified Party to whom this Section 6.06 applies without the consent of such affected Indemnified Party (it being expressly agreed that the Indemnified Party to whom this Section 6.06 applies and their respective heirs, successors and assigns shall be express third party beneficiaries of this Section 6.06). In the event that Parent or the Surviving Corporation (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 6.06 for the benefit of the Indemnified Parties.

     (e) This Section 6.06 shall survive the consummation of the Merger and is intended to be for the benefit of, and shall be enforceable by, the Indemnified Parties, their heirs and personal representatives and shall be binding on Parent, the Surviving Corporation and their successors and assigns.

     SECTION 6.07. Fees and Expenses.

     (a) Except as provided below, all fees and expenses (including all fees and expenses of attorneys, accountants, investment bankers, experts and consultants) incurred in connection with the Merger shall be paid by the Party incurring such fees or expenses, whether or not the Merger is consummated, except that expenses incurred in connection with filing, printing and mailing of (i) the Company Proxy Statement and the Form S-4 shall be the sole responsibility of Parent and Sub and (ii) the HSR filings shall be shared equally between Parent and Sub, on the one hand, and the Company, on the other hand.

     (b) If (x) (i) after the date of this Agreement, any person makes a Company Takeover Proposal, and (ii) this Agreement is terminated by Parent pursuant to Section 8.01(c), or (y) after the date of this Agreement, the Company or Parent terminates this Agreement pursuant to Section 8.01(d), then the Company shall pay to Parent by wire transfer of same day funds a fee amount equal to $20,476,157, which fee shall be payable and shall be paid five (5) business days after the date of the termination of this Agreement as provided in the foregoing clause (x) or (y).

     SECTION 6.08. Public Announcements. The initial press release with respect to the Merger and the Transactions shall be a joint press release. Thereafter, except for any press

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release concerning a Company Takeover Proposal or a withdrawal or modification of the Company Recommendation, Parent and Sub, on the one hand, and the Company, on the other hand, shall use reasonable efforts to consult with each other before issuing, and provide each other reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and the other Transactions and shall use reasonable efforts to not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with the NYSE.

     SECTION 6.09. Transfer Taxes. All Transfer Taxes incurred in connection with the Transactions shall be paid by Parent, Sub or the Surviving Corporation, and the Company shall cooperate with the Surviving Corporation and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.

     SECTION 6.10. Affiliates. Promptly following the date of execution of this Agreement, the Company shall deliver to Parent a letter identifying all persons who are expected by the Company to be, at the date of the Company Stockholders’ Meeting, “affiliates” of the Company for purposes of Rule 145 under the Securities Act. The Company shall use all reasonable efforts to cause each such person to deliver to Parent on or prior to the date of mailing of the Company Proxy Statement a written affiliate agreement substantially in the form attached as Exhibit B.

     SECTION 6.11. Stock Exchange Listing and Delisting. Parent shall cause the shares of Parent Common Stock to be issued in the Merger to be approved for listing on the NYSE, subject to official notice of issuance, prior to the Closing Date. Parent shall cause all shares of the Company Common Stock that are to be exchanged for and converted into Parent Common Stock pursuant to Section 2.01(c) to be de-listed from the NYSE and de-registered under the Exchange Act as soon as practicable after the Effective Time.

     SECTION 6.12. Tax Treatment. The Parties intend the Merger to qualify as a reorganization under Section 368(a) of the Code. Each of Parent, Sub and the Company and each of their respective affiliates shall not take any action and shall not fail to take any action or suffer to exist any condition which action or failure to act or condition would prevent, or would be reasonably likely to prevent, the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

     SECTION 6.13. Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and its directors relating to the Merger or any other Transaction; provided, however, that no settlement of any such obligation shall be agreed to without Parent’s consent.

     SECTION 6.14. Section 16(b). The Boards of Directors of the Company and Parent shall, prior to the Effective Time, take all such actions (including, if appropriate, amending the terms of the Company Option Plan and the related option and stock appreciation rights agreements, the Company RSP and other compensation plans and arrangements and all other actions necessary to give effect to the transactions contemplated by Section 2.03) as may be necessary or appropriate pursuant to Rule 16b-3(d) and Rule 16b-3(e) promulgated under the

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Exchange Act to exempt (i) the conversion of Company Common Stock into cash or Parent Common Stock, and (ii) the acquisition of Parent Common Stock and the right to receive Parent Common Stock (including any Adjusted Options) pursuant to the terms of this Agreement by officers and directors of the Company subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees or directors of the Company who may become an officer or director of Parent subject to the reporting requirements of Section 16(a) of the Exchange Act. Parent and the Company shall provide to counsel to the other party copies of the resolutions to be adopted by the respective Boards of Directors to implement the foregoing.

     SECTION 6.15. Notice of Certain Events. Each of the Company and Parent shall promptly notify the other Party of:

     (a) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Transactions if the failure of the Company or Parent, as the case may be, to obtain such consent would be material to the Company or Parent as applicable;

     (b) any notice or other communication from any Governmental Entity in connection with the Transactions;

     (c) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge threatened against, relating to or involving or otherwise affecting such party or any of its subsidiaries which relate to the consummation of the Transactions; or

     (d) any Company Material Adverse Effect or Parent Material Adverse Effect, as applicable.

     SECTION 6.16. Payment of Fees. On or prior to the Effective Time, the Company shall have paid to Credit Suisse by wire transfer of immediately available funds the fees and expense reimbursement to which it is entitled under that certain letter agreement between the Company and Credit Suisse dated October 10, 2005.

ARTICLE VII
Conditions Precedent

     SECTION 7.01. Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party to effect the Merger is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

     (a) Stockholder Approval. The Company shall have obtained the Company Stockholder Approval.

     (b) NYSE Listing. The shares of Parent Company Stock issuable to the Company’s stockholders and optionholders pursuant to this Agreement shall have been approved for listing on the NYSE, subject to official notice of issuance.

     (c) Consents, Approvals and Authorizations. All consents, approvals, permits, orders or authorizations from, and all declarations, filings and registrations with, any Governmental

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Entity of competent jurisdiction (including, without limitation, the Regulatory Filings), required to consummate the Merger and the other Transactions shall have been obtained or made without the imposition of any material conditions, other than those that the failure to make or obtain or which would not render the Merger illegal, and the waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have expired or been terminated.

     (d) No Injunctions or Restraints. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction, no Law enacted, issued, promulgated or enforced by any Governmental Entity or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect; provided, however, that prior to asserting this condition, subject to Section 6.04, each of the Parties shall have used its reasonable efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any such injunction or other’ order that may be entered.

     (e) Form S-4; Blue Sky. The Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, and Parent shall have made all of the Regulatory Filings and received all state securities or “blue sky” authorizations necessary to issue Parent Common Stock pursuant to this Agreement and to consummate the Merger and the other Transactions.

     (f) No Litigation. There shall not be pending or threatened any suit, action or proceeding by any Governmental Entity or any other person, in each case that has a reasonable likelihood of success, (i) challenging the acquisition by Parent or Sub of any Company Common Stock, seeking to restrain or prohibit the consummation of the Merger or any other Transaction or seeking to obtain from the Company, Parent or Sub any damages that are material in relation to the Company and the Company Subsidiaries taken as a whole, (ii) seeking to prohibit or limit in any material way the ownership or operation by the Company, Parent or any of their respective subsidiaries of any material portion of the business or assets of the Company, Parent or any of their respective subsidiaries of any material portion of the business or assets of the Company, Parent or any of their respective subsidiaries, or to compel the Company, Parent or any of their respective subsidiaries to dispose of or hold separate any material portion of the business or assets of the Company, Parent or any of their respective subsidiaries, as a result of the Merger or any other Transaction, (iii) seeking to impose limitations on the ability of Parent to acquire or hold, or exercise full rights of ownership of, any shares of Company Common Stock, including the right to vote the Company Common Stock purchased by it on all matters properly presented to the stockholders of the Company or (iv) seeking to prohibit Parent or any of its subsidiaries from effectively controlling in any material respect the business or operations of the Company and the Company Subsidiaries.

     SECTION 7.02. Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

     (a) Representations and Warranties. The representations and warranties of the Company shall be true and correct, in each case as of the Effective Time as though such representations and warranties were made on and as of such time (or, to the extent such representations and warranties speak as of an earlier date, they shall be true and correct as of

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such earlier date), except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had and would not have a Company Material Adverse Effect.

     (b) Performance of Obligations of the Company. The Company shall have performed in all material respects all agreements, covenants and obligations required to be performed by it under this Agreement at or prior to the Closing Date, and Parent shall have received a certificate signed on behalf of the Company by an executive officer of the Company to such effect.

     (c) Absence of Company Material Adverse Effect. Except as disclosed in the Company Disclosure Letter, since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.

     (d) Tax Opinion. Parent shall have received a written opinion, dated as of the Closing Date, from Lord, Bissell and Brook LLP, counsel to Parent, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, and that Parent, Sub and the Company will each be a Party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, such tax counsel may rely upon representations contained herein and may receive and rely upon representations from Parent, the Company and others, including representations from Parent substantially similar to the representations in the Parent Tax Certificate attached hereto as Exhibit C and representations from the Company substantially similar to the representations in the Company Tax Certificate attached hereto as Exhibit D.

     (e) Company Officer’s Certificates. Parent shall have received certificates signed on behalf of the Company by an executive officer of the Company, dated as of the Closing Date, to the effect that the conditions set forth in Sections 7.02(a) and 7.02(b) have been satisfied.

     SECTION 7.03. Conditions to Obligation of the Company. The obligation of the Company to effect the Merger is further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

     (a) Representations and Warranties. The representations and warranties of Parent and Sub shall be true and correct, in each case as of the Effective Time as though such representations and warranties were made on and as of such time (or, to the extent such representations and warranties speak as of an earlier date, they shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had and would not have a Parent Material Adverse Effect.

     (b) Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all agreements, covenants and obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.

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     (c) Absence of Parent Material Adverse Effect. Except as disclosed in the Parent Disclosure Letter, since the date of this Agreement, there shall not have any Parent Material Adverse Effect.

     (d) Tax Opinion. The Company shall have received a written opinion, dated as of the Closing Date, from Katten Muchin Rosenman LLP, counsel to the Company, to the effect that the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, and that Parent, Sub and the Company will each be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, such tax counsel may rely upon representations contained herein and may receive and rely upon representations from Parent, the Company and other, including representations from Parent substantially similar to the representations in the Parent Tax Certificate attached hereto as Exhibit C and representations from the Company substantially similar to the representation in the Company Tax Certificate attached hereto as Exhibit D.

     (e) Parent Officer’s Certificates. The Company shall have received certificates signed on behalf of Parent by an executive officer of Parent, dated as of the Closing Date, to the effect that the conditions set forth in Sections 7.03(a) and 7.03(b) have been satisfied.

     SECTION 7.04. Frustration of Closing Conditions. None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 7.01, 7.02 or 7.03, as the case may be, to be satisfied if such failure was caused by such Party’s failure to use all reasonable efforts to consummate the Merger and the other Transactions to be performed or consummated by such Party in accordance with the terms of this Agreement as required by and subject to Section 6.04.

ARTICLE VIII
Termination, Amendment and Waiver

     SECTION 8.01. Termination. This Agreement may be terminated at any time prior to the Effective Time, by action taken or authorized by the Board of Directors of the terminating Party or Parties, whether before or after receipt of the Company Stockholder Approval:

(a)	by mutual written consent of Parent, Sub and the Company;
(b)	by either Parent or the Company:

     (i) if the Merger is not consummated on or before June 2, 2006 (the “Outside Date”), unless the failure to consummate the Merger is the result of a willful and material breach of this Agreement by the Party seeking to terminate this Agreement;

     (ii) if any Governmental Entity issues an order, decree or ruling or takes any other action permanently enjoining, restraining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or

     (iii) if, upon a vote at a duly held meeting to obtain the Company Stockholders’ Meeting, the Company Stockholder Approval is not obtained;

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     (c) by Parent, if (i) the Company Board shall have withdrawn or adversely modified the Company Recommendation or (ii) the Company Board shall have recommended to the Company’s stockholders that they approve a Company Takeover Proposal other than the Merger;

     (d) by the Company, subject to compliance with Section 5.02(b), or by Parent, if the Company Board determines to accept a Superior Company Proposal (with such termination becoming effective upon the Company entering into a binding written agreement with respect to such Superior Company Proposal);

     (e) by Parent, if the Company breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Sections 7.02(a), 7.02(b) or 7.02(c) and (ii) cannot be or has not been cured within thirty (30) days after the giving of written notice to the Company of such breach; or

     (f) by the Company, if Parent breaches or fails to perform in any material respect of any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 7.03(a), 7.03(b) or 7.03(c) and (ii) cannot be or has not been cured within 30 days after the giving of written notice to Parent of such breach.

     SECTION 8.02. Effect of Termination. In the event of termination of this Agreement by either the Company or Parent and abandonment of the Merger as provided in Section 8.01, this Agreement shall forthwith become void and have no effect, and no Party (or any of its directors or officers) shall have any liability or obligation to any other Party, other than Section 3.21, Section 4.18, Section 4.20, the last sentence of Section 6.03, Section 6.04(b), Section 6.07, this Section 8.02 and Article IX, which provisions shall survive such termination, and except to the extent that such termination results from the breach of Section 4.20 or 6.04(b), fraud by a Party or the willful and material breach by a Party of any other representation, warranty or covenant set forth in this Agreement.

     SECTION 8.03. Amendment. This Agreement may be amended by the Parties at any time before or after receipt of the Company Stockholder Approval; provided, however, that (i) after receipt of the Company Stockholder Approval, there shall be made no amendment that by Law requires further approval by the stockholders of the Company without the further approval of such stockholders, (ii) no amendment shall be made to this Agreement after the Effective Time and (iii) except as provided above no amendment of this Agreement by the Company shall require the approval of the stockholders of the Company. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties.

     SECTION 8.04. Extension; Waiver. At any time prior to the Effective Time, the Parties may (a) extend the time for the performance of any of the obligations or other acts of the other Parties, (b) waive any inaccuracies in the representations and warranties of the other Parties contained in this Agreement or in any document delivered pursuant to this Agreement or (c) subject to the proviso in Section 8.03, waive compliance by the other Parties with any of the agreements or conditions contained in this Agreement. Subject to the proviso in Section 8.03, no extension or waiver by the Company shall require the approval of the stockholders of the

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Company. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party. The failure of any Party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

     SECTION 8.05. Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of the Company or Parent.

ARTICLE IX
General Provisions

     SECTION 9.01. Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 9.01 shall not limit any covenant or agreement of the Parties which by its terms contemplates performance after the Effective Time.

     SECTION 9.02. Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given (a) upon personal delivery, (b) one (1) business day after being sent via a nationally recognized overnight courier service if overnight courier service is requested or (c) upon receipt of electronic or other confirmation of transmission if sent via facsimile, in each case at the addresses or fax numbers (or at such other address or fax number for a Party as shall be specified by like notice) set forth below:

     (a) if to Parent or Sub, to

Reliance Steel & Aluminum Co.
350 South Grand Avenue, Suite 5100
Los Angeles, California 90071
Attention: David H. Hannah, Chief Executive Officer
                    Kay Rustand, Esq., Vice President and General Counsel
Fax No.: (213) 687-8792

with a copy to:

Lord, Bissell & Brook LLP
300 South Grand Avenue, Suite 800
Los Angeles, California 90071
Attention: David R. Decker, Esq.
Fax No.: (213) 485-1200

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     (b) if to the Company, to

Earle M. Jorgensen Company
10650 Alameda Street
Lynwood, California 90262
Attention: William S. Johnson
Fax No.: (323) 567-1034

with a copy to:

Katten Muchin Rosenman LLP
2029 Century Park East, Suite 2600
Los Angeles, California 90067
Attention: Mark A. Conley, Esq.
Fax No.: (310) 712-8225

and

Kelso & Company, L.P.
320 Park Avenue
New York, New York 10022
Attention: James J. Connors, II, Esq.
Fax No.: (212) 223-2379

     SECTION 9.03. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the extent possible.

     SECTION 9.04. Counterparts; Facsimile. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. Facsimile transmission of any signed original document and/or retransmission of any signed facsimile transmission will be deemed the same as delivery of an original. At the request of any Party, the parties will confirm facsimile transmission by signing a duplicate original document.

     SECTION 9.05. Entire Agreement; No Third Party Beneficiaries. This Agreement, taken together with the Company Disclosure Letter, the Parent Disclosure Letter, the Confidentiality Agreement and the Voting Agreement, constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the Merger and are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder, except as provided in Sections 6.05 and 6.06.

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     SECTION 9.06. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

     SECTION 9.07. Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of the other Parties, except that Sub may assign, in its sole discretion, any of or all its rights, interests and obligations under this Agreement to Parent or to any direct or indirect wholly owned subsidiary of Parent, but no such assignment shall relieve Sub of any of its obligations under this Agreement. Any purported assignment without any required consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

     SECTION 9.08. Enforcement. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any California state court or any Federal court located in the County of Los Angeles in the State of California, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the Parties hereto (a) consents to submit itself to the personal jurisdiction of any California state court or any Federal court located in the County of Los Angeles in the State of California in the event any dispute arises out of this Agreement or the Merger, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this Agreement or the Merger in any court other than any California state court or any Federal court sitting in the County of Los Angeles in the State of California and (d) waives any right to trial by jury with respect to any action related to or arising out of this Agreement or the Merger.

[The remainder of this page has been left blank intentionally. Signature page follows.]

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     IN WITNESS WHEREOF, Parent, Sub and the Company have duly executed this Agreement, all as of the date first written above.

PARENT:
RELIANCE STEEL & ALUMINUM CO.,
a California corporation
By:	/s/ David H. Hannah Name: David H. Hannah
	Title: Chief Executive Officer
By:	/s/ Karla Lewis Name: Karla Lewis
	Title: Executive Vice President and
	Chief Financial Officer
SUB:
RSAC ACQUISITION CORP., a Delaware corporation
By:	/s/ David H. Hannah Name: David H. Hannah
	Title: President
COMPANY:
EARLE M. JORGENSEN COMPANY,
a Delaware corporation
By:	/s/ Maurice S. Nelson, Jr. Name: Maurice S. Nelson, Jr.
	Title: CEO

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EX-2.2

EXHIBIT 2.2

VOTING AGREEMENT

     VOTING AGREEMENT, dated as of January 17, 2006 (this “Agreement”), among Reliance Steel & Aluminum Co., a California corporation (“Buyer”), and each of the stockholders of Earle M. Jorgensen Company, a Delaware corporation (the “Company”), whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”) (the Company and the Stockholders are collectively referred to hereafter each as a “Party” and collectively as the “Parties”). Capitalized terms used but not otherwise defined herein shall have the respective meanings attributed to them in the Merger Agreement (as defined below).

RECITALS

     WHEREAS, concurrently with the execution and delivery of this Agreement, Buyer, RSAC Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Buyer (“Merger Sub”), and the Company entered into an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”), pursuant to which the Company will be merged with and into Merger Sub (the “Merger”), and Merger Sub will be the surviving corporation and a direct or indirect wholly owned subsidiary of Buyer;

     WHEREAS, each Stockholder is the owner of Company Common Stock that will be cancelled in connection with the Merger in exchange for the Merger Consideration; and

     WHEREAS, as an inducement and a condition to entering into the Merger Agreement, Buyer has required that the Stockholders agree, and the Stockholders have agreed, to enter into this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Stockholders hereby agree as follows:

ARTICLE I

AGREEMENTS OF THE PARTIES

     1.1 Voting of Company Common Stock. During the period commencing on the date hereof and continuing until this Agreement is terminated in accordance with Section 3.2 below (the “Support Period”), at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of capital stock of the Company, however called, or in connection with any written consent of the holders of capital stock of the Company, each Stockholder agrees that it will appear at the meeting or otherwise cause all outstanding shares of Company Common Stock, beneficially owned by such Stockholder as of the date of this Agreement, which shares are set forth opposite such Stockholder’s name on Schedule I to this Agreement, together with any other shares of Company Common Stock acquired by such Stockholder during the Support Period (such shares of Company Common Stock, collectively, the “Shares”), to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Shares (a) in favor of the adoption of the Merger Agreement and the approval of the Merger, the other Transactions and any actions reasonably required in furtherance thereof and (b) except as otherwise agreed to in writing in advance by Buyer in its sole discretion, against the following actions (other than the Merger and the other Transactions): (i) any Company Takeover Proposal; (ii) any amendment of the Company Charter or the Company Bylaws; (iii) any other action which is designed to or would impede, interfere with, delay, postpone or materially adversely affect the Merger and the transactions contemplated by this Agreement or the Merger Agreement; or (iv) any change in any form or manner of the voting rights of any class of capital stock of

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the Company. During the Support Period, each Stockholder agrees that it will not enter into any agreement or understanding with any person the effect of which would be inconsistent with or violative of any provision contained in this Section 1.1.

     1.2 Restrictions on Transfer. During the Support Period, each Stockholder agrees that it will not offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any contract, option or other arrangement or understanding with respect to or consent to the Transfer of, any or all of the Shares or any interest therein except as provided in Section 1.1 or the Merger Agreement; provided, however, that each Stockholder shall be permitted to distribute Shares to its general partners or limited partners if and only if such general partners or limited partners agree in writing to be bound by the restrictions set forth in this Agreement with respect to such Shares. Without limiting the generality or effect of the foregoing, during the Support Period and except as contemplated by this Agreement, each Stockholder agrees that it will not (a) grant any proxies or powers of attorney, deposit its Shares into a voting trust or enter into a voting agreement with respect to its Shares or (b) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect.

     1.3 Company Takeover Proposals.

     (a) During the Support Period, each Stockholder agrees that it shall not, and shall not authorize any of its respective directors, officers, employees, counsel, advisors, agents, partners or other representatives (“Representatives”) to, directly or indirectly, take any action to (i) solicit, initiate, negotiate, encourage or provide any confidential information to facilitate the submission of any Company Takeover Proposal, (ii) enter into any agreement with respect to any Company Takeover Proposal or (iii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Company Takeover Proposal.

     (b) During the Support Period, each Stockholder shall immediately cease and cause to be terminated any discussions or negotiations between such Stockholder and any Person (other than Buyer or Merger Sub) that may be ongoing with respect to any Company Takeover Proposal (other than the Merger).

     (c) Notwithstanding anything to the contrary in this Agreement, (i) each Stockholder is entering into this Agreement, and agreeing to become bound hereby, solely in its capacity as a stockholder of the Company and not in any other capacity (including without limitation any capacity as a director of the Company), and the actions of any Representative on behalf of each Stockholder shall be restricted only in connection with such Stockholder’s capacity as a stockholder of the Company shall be restricted, and (ii) nothing in this Agreement will be deemed to (A) require any Stockholder or Representative who is also a member of the Company Board to take any action or refrain from taking any action in his or her capacity as a member of the Company Board to the extent such action is permitted by the Merger Agreement or required by applicable Law or (B) restrict any Stockholder or Representative in his or her exercise of his or her fiduciary duties as a director of the Company.

     (d) Notwithstanding anything to the contrary in Section 1.1 or this Section 1.3, if the Company Board has entered into discussions or negotiations with, or provided non-public information to, any person in response to a Company Takeover Proposal by such person in compliance with the provisions of Section 5.02 of the Merger Agreement, each Stockholder may provide information and engage in discussions or negotiations with such person as and to the extent that the Company is permitted to do so pursuant to the terms of the Merger Agreement.

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     1.4 Disclosure. Each Stockholder hereby agrees to permit the Company and Buyer to publish and disclose in the Company Proxy Statement, the Form S-4 and any press release (including if required to file with the SEC on Form 8-K) which Buyer or the Company, in compliance with Section 6.08 of the Merger Agreement, determines to be necessary or desirable in connection with the Merger and the other Transactions, such Stockholder’s identity and ownership of Company Common Stock, as applicable, and the nature of its representations, warranties and covenants set forth in this Agreement. Buyer and the Company will provide each Stockholder with a copy of any proposed disclosure and provide each Stockholder with a reasonable opportunity to comment thereon. Except as required by law and except for disclosure to its Representatives, each Stockholder hereby agrees not to issue or cause to be issued, published or disclosed any press release, announcement or other information regarding this Agreement or the transactions contemplated hereby without the prior approval of Buyer.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

     2.1 Representations and Warranties of Stockholders. As of the date of this Agreement, each Stockholder, severally and not jointly, hereby represents and warrants to Buyer as follows as to itself:

     (a) Ownership of Shares. Such Stockholder is the sole record owner and the direct beneficial owner of the number of outstanding shares of Company Common Stock listed on Schedule I opposite such Stockholder’s name, as Schedule I shall be updated from time to time to reflect any acquisitions of Company Common Stock by such Stockholder after the date of this Agreement.

     (b) Authority; No Violation. The execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby are within its legal power and have been duly and validly authorized by all necessary action on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder, and (assuming due authorization, execution and delivery by Buyer) constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and by the application of general principles of equity.

     (c) No Conflicts. The execution, delivery and performance by such Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with or result in a breach of the limited partnership agreement or other organizational documents of such Stockholder, (ii) conflict with, breach or result in a default (or give rise to any right of termination, cancellation or acceleration or result in the creation of any Lien upon any of the properties or assets of such Stockholder) under any of the provisions of any note, bond, lease, mortgage, indenture or any license, franchise, permit, agreement or other instrument or obligation, including, without limitation, any voting agreement, stockholders’ agreement or voting trust, to which such Stockholder is a party or by which such Stockholder or any of its properties or assets is bound or (iii) violate any Laws applicable to such Stockholder or its properties or assets, except where the occurrence of any of the foregoing described in clauses (ii) or (iii) above, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on such Stockholder’s ability to perform its obligations under this Agreement in a full and timely manner. Except for (A) any Permits required under the Exchange Act, including, without limitation, an amendment to Schedule 13D, and (B) such Permits of which, individually or in the aggregate, the failure to obtain would not reasonably be expected to have a material adverse effect on such Stockholder’s ability to perform its obligations hereunder in a full and timely manner, no Permit is required in connection with the execution, delivery and performance by such Stockholder of this Agreement or the consummation of the transactions contemplated hereby.

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     (d) No Liens. The Shares are, and at all times during the Support Period will be, beneficially owned by such Stockholder, free and clear of all Liens, proxies and voting trusts, agreements, understandings or arrangements, except for any such Liens or proxies arising hereunder.

     2.2 Representations and Warranties of Buyer. Buyer hereby represents and warrants to each Stockholder as follows:

     (a) Authority; No Violation. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated herby are within its corporate power and have been duly and validly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by each Stockholder) constitutes the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and by the application of general principles of equity.

     (b) No Conflicts. The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with or result in a breach of the Parent Charter or the Parent Bylaws, (ii) conflict with, breach or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture or any license, franchise, permit, agreement or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets is bound or (iii) violate any Laws applicable to Buyer or its properties or assets, except whether the occurrence of any of the foregoing described in clauses (ii) or (iii) above would not reasonably be expected to have a material adverse effect on Buyer’s ability to perform its obligations under this Agreement in a full and timely manner. Except for (A) any Permits required under the Exchange Act and (B) such Permits of which, individually or in the aggregate, the failure to obtain would not reasonably be expected to have a material adverse effect on Buyer’s ability to perform its obligations hereunder in a full and timely manner, no Permit is required in connection with the execution, delivery and performance by Buyer of this Agreement or the consummation of the transactions contemplated hereby.

ARTICLE III

OTHER AGREEMENTS

     3.1 Stop Transfer.

     (a) Each Stockholder agrees with, and covenants to, Buyer that such Stockholder will not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such Transfer is made in compliance with this Agreement.

     (b) In the event of a stock dividend or distribution, or any change in Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like, (i) the terms “Company Common Stock” and “Shares” will be deemed to refer to and include the shares of Company Common Stock, as the case may be, issued or received in respect of such shares as a result of any such stock dividend or distribution and any shares into which or for which any or all of the Shares may be changed or exchanged and (ii) appropriate adjustments will be made to the terms and provisions of this Agreement to reflect the foregoing.

     3.2 Termination. This Agreement will terminate upon the earliest of (a) the Effective Time, (b) termination of the Merger Agreement in accordance with Article VIII thereof, (c) the Company Board

4

withdrawing or adversely modifying the Company Recommendation in accordance with Section 5.02(b) of the Merger Agreement and (d) at each Stockholder’s option (but only with respect to such Stockholder), upon notice by such Stockholder to Buyer from and after any amendment or modification of the Merger Agreement that (i) extends the Outside Date or (ii) otherwise materially and adversely affects such Stockholder, including, without limitation, by changing the form of, or decreasing the amount of, the Merger Consideration.

ARTICLE IV

GENERAL PROVISIONS

     4.1 Modification or Amendment. Subject to the provisions of applicable Law, during the Support Period, this Agreement may be amended, modified or supplemented (a) with respect to any individual Stockholder, only with the written consent of Buyer and each such Stockholder and (b) with respect to all of the Parties, only with the written consent of Buyer and all of the Stockholders.

     4.2 Waiver of Conditions. The conditions to each of the Parties’ obligations to perform the agreements herein are for the sole benefit of each such Party and may be waived in writing solely by such Party, in whole or in part, to the extent permitted by applicable Law.

     4.3 Expenses and Fees. All costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement will be borne and paid by the Party incurring such expense; provided, however, that all reasonable fees and expenses of the Stockholders’ joint counsel, Debevoise & Plimpton LLP, that are incurred in connection with this Agreement and the transactions contemplated hereby shall be borne and paid by the Company.

     4.4 Notices. All notices, requests, claims, demands, consents, approvals, waivers and other communications under this Agreement shall be in writing and shall be deemed given (a) upon personal delivery, (b) one (1) business day after being sent via a nationally recognized overnight courier service if overnight courier service is requested or (c) upon receipt of electronic or other confirmation of transmission if sent via facsimile, in each case at the addresses or fax numbers (or at such other address or fax number for a Party as shall be specified by like notice) set forth on the signature pages hereto (or at such other address for a Party as specified in writing by such requesting Party to the other Parties).

     4.5 Severability. If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions of this Agreement shall remain in full force and effect. Upon such determination, the Parties shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the Parties to the fullest extent permitted by applicable Law.

     4.6 Interpretation.

     (a) The Parties and their respective legal counsel have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as drafted jointly by the Parties with the advice and participation of legal counsel and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

     (b) For purposes of this Agreement: (i) the headings contained in this Agreement are for reference purposes only and shall in no way modify or restrict any of the terms or provisions hereof, (ii) except as expressly provided herein, the terms “include,” “includes” or “including” are not limiting,

5

(iii) the words “hereof” and “herein” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, (iv) article, section, paragraph, exhibit, annex and schedule references are to the articles, sections, paragraphs, exhibits, annexes and schedules of this Agreement unless otherwise specified, (v) the meaning assigned to each term deemed herein shall be equally applicable to both the singular and plural forms of such term, and words denoting any gender shall include all genders, (vi) a reference to any Party or any party to any other agreement or document shall include such Party’s or party’s successors and permitted assigns and (vii) a reference to any Laws or other legislation or to any provision of any Law or legislation shall include any amendment to, and any modification or re-enactment thereof, any provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto.

     (c) Notwithstanding, anything to the contrary in this Agreement, Buyer acknowledges and agrees that the obligations of each Stockholder under this Agreement are several obligations and not joint obligations.

     4.7 Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     4.8 Entire Agreement. This Agreement and the Merger Agreement (including the documents and the instruments referred to in this Agreement and the Merger Agreement and any schedules or exhibits attached hereto or thereto) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter of this Agreement.

     4.9 Governing Law; Injunctive Relief; Consent to Jurisdiction; Waiver of Jury Trial.

     (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

     (a) THE PARTIES AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED. IT IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO SEEK AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS OF THIS AGREEMENT IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE. THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY. IN ADDITION, EACH OF THE PARTIES HERETO (i) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN THE EVENT ANY DISPUTE ARISES OUT OF THIS AGREEMENT, (ii) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT AND (iii) AGREES THAT IT WILL NOT BRING ANY ACTION RELATING TO THIS AGREEMENT IN ANY COURT OTHER THAN THE COURT OF CHANCERY OF THE STATE OF DELAWARE.

     4.10 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

6

     4.11 Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated by any of the Parties (whether by operation of law or otherwise) without the prior written consent of the Stockholders, in the case of Buyer, or Buyer, in the case of the Stockholders, except that this Agreement may be assigned by Buyer to a wholly owned subsidiary of Buyer. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by each of the Parties and their respective successors and assigns. This Agreement (including the documents and instruments referred to in this Agreement) is not intended to and does not confer upon any third party other than the Parties any rights or remedies under this Agreement. Each Stockholder agrees that this Agreement and the obligations hereunder will attach to the Shares and will be binding upon any person to which legal or beneficial ownership of such Shares will pass, whether by operation of law or otherwise, including without limitation such Stockholder’s legal representatives or successors or other transferees (for value or otherwise) and any other successors in interest.

     4.12 Merger Agreement. Buyer acknowledges that the Stockholders have been induced to enter into this Agreement based on the terms and conditions of the Merger Agreement.

[The remainder of this page has been left blank intentionally. Signature pages follow.]

7

     IN WITNESS WHEREOF, Buyer and the Stockholders have caused this Voting Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

BUYER:
RELIANCE STEEL & ALUMINUM CO.
By:	/s/ David H. Hannah
Name:	David H. Hannah
Title:	Chief Executive Officer
By:	/s/ Karla Lewis
Name:	Karla Lewis
Title:	Executive Vice President and
	Chief Financial Officer
Address for Notice:
Reliance Steel & Aluminum Co.
350 South Grand Avenue, Suite 5100
Los Angeles, California 90071
Attention:	David H. Hannah, Chief Executive Officer
	Kay Rustand, Esq. Vice President and
	General Counsel
Fax: (213) 687-8792

8

STOCKHOLDERS:
KELSO INVESTMENT		ASSOCIATES, L.P.
	By: Kelso Partners I, L.P., General Partner
	By:	/s/ Frank T. Nickell
	Name:	Frank T. Nickell
	Title:	General Partner
	c/o Kelso & Company
	320 Park Avenue, 24th Floor
	New York, NY 10022
	Attention: James J. Connors, II
	Fax: (212) 223-2379
	with a copy to:
	Debevoise & Plimpton LLP
	919 Third Avenue
	New York, New York 10022
	Attention: Richard D. Bohm
	Fax: (212) 521-7226
	and
	Katten Muchin Rosenman LLP
	2029 Century Park East, Suite 2600
	Los Angeles, California 90067
	Attention: Mark A. Conley
	Fax: (310) 712-8225

9

KELSO EQUITY PARTNERS II, L.P.
By:	/s/ Frank T. Nickell
Name:	Frank T. Nickell
Title:	General Partner
	c/o Kelso & Company
	320 Park Avenue, 24th Floor
	New York, NY 10022
	Attention: James J. Connors, II
	Fax: (212) 223-2379
	with a copy to:
	Debevoise & Plimpton LLP
	919 Third Avenue
	New York, New York 10022
	Attention: Richard D. Bohm
	Fax: (212) 521-7226
	and
	Katten Muchin Rosenman LLP
	2029 Century Park East, Suite 2600
	Los Angeles, California 90067
	Attention: Mark A. Conley
	Fax: (310) 712-8225

10

KIA III-EARLE M. JORGENSEN, L.P.
	By: Kelso Partners III, L.P., General Partner
	By:	/s/ Frank T. Nickell
	Name:	Frank T. Nickell
	Title:	General Partner
	c/o Kelso & Company
	320 Park Avenue, 24th Floor
	New York, NY 10022
	Attention: James J. Connors, II
	Fax: (212) 223-2379
	with a copy to:
	Debevoise & Plimpton LLP
	919 Third Avenue
	New York, New York 10022
	Attention: Richard D. Bohm
	Fax: (212) 521-7226
	and
	Katten Muchin Rosenman LLP
	2029 Century Park East, Suite 2600
	Los Angeles, California 90067
	Attention: Mark A. Conley
	Fax: (310) 712-8225

11

KELSO INVESTMENT ASSOCIATES IV, L.P.
	By: Kelso Partners IV, L.P., General Partner
	By:	/s/ Frank T. Nickell
	Name:	Frank T. Nickell
	Title:	General Partner
	c/o Kelso & Company
	320 Park Avenue, 24th Floor
	New York, NY 10022
	Attention: James J. Connors, II
	Fax: (212) 223-2379
	with a copy to:
	Debevoise & Plimpton LLP
	919 Third Avenue
	New York, New York 10022
	Attention: Richard D. Bohm
	Fax: (212) 521-7226
	and
	Katten Muchin Rosenman LLP
	2029 Century Park East, Suite 2600
	Los Angeles, California 90067
	Attention: Mark A. Conley
	Fax: (310) 712-8225

12

Schedule I

Ownership of Shares

	Number of Shares of Company Common Stock
	Beneficially Owned and Subject to this Agreement
KELSO INVESTMENT ASSOCIATES, L.P.
KELSO EQUITY PARTNERS II, L.P.
KIA III-EARLE M. JORGENSEN, L.P.
KELSO INVESTMENT ASSOCIATES IV, L.P.

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EX-2.3

Exhibit 2.3

REGISTRATION RIGHTS AGREEMENT

RELIANCE STEEL & ALUMINUM CO.

Dated as of January 17, 2006

TABLE OF CONTENTS

			Page
1.	Registrations Upon Request			1
	1.1	Requests by Kelso		1
	1.2	Withdrawal of Requests		5
	1.3	Registration Statement Form		5
	1.4	Expenses		5
2.	Incidental Registrations			5
3.	Registration Procedures			6
4.	Underwritten Offerings			11
	4.1	Underwriting Agreement		11
	4.2	Selection of Underwriters		12
5.	Holdback Agreements			12
6.	Preparation; Reasonable Investigation			13
7.	No Grant of Future Registration Rights			14
8.	Indemnification			14
	8.1	Indemnification by the Company		14
	8.2	Indemnification by Kelso		14
	8.3	Notices of Claims, etc		15
	8.4	Other Indemnification		16
	8.5	Indemnification Payments		16
	8.6	Other Remedies		17
9.	Representations and Warranties			17
10.	Definitions			18
11.	Miscellaneous			20
	11.1	Rule 144, etc		20
	11.2	Successors, Assigns and Transferees		20
	11.3	Stock Splits, etc		20
	11.4	Amendment and Modification		21
	11.5	Governing Law; Jurisdiction		21
	11.6	Invalidity of Provision		22
	11.7	Notices		22
	11.8	Headings; Execution in Counterparts		23
	11.9	Injunctive Relief		23
	11.10	Term		23
	11.11	Further Assurances		24

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TABLE OF CONTENTS
(continued)

		Page
11.12	Entire Agreement		24

ii

REGISTRATION RIGHTS AGREEMENT

          REGISTRATION RIGHTS AGREEMENT, dated as of January 17, 2006 (this “Agreement”), by and among Reliance Steel & Aluminum Co., a California corporation (the “Company”), Kelso Investment Associates, L.P., a Delaware limited partnership (“KIA I”), 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 I, KEP II and KIA-EMJ, “Kelso”). Capitalized terms used herein without definition are defined in Section 10.

          WHEREAS, Kelso currently owns shares of Common Stock of Earle M. Jorgensen Company, a Delaware corporation, and has certain registration rights in respect of such shares;

          WHEREAS, contemporaneously herewith, the Company, RSAC Acquisition Corp., a Delaware corporation, and Earle M. Jorgensen Company entered into the Merger Agreement, and the Company and Kelso entered into a voting agreement;

          WHEREAS, upon the consummation of the transactions contemplated by the Merger Agreement (the date of such consummation, the “Effective Date”), Kelso will cease to own shares of Common Stock of Emerald and will receive Registrable Securities; and

          WHEREAS, the parties hereto wish to set forth certain rights and obligations with respect to the registration of such Registrable Securities under the Securities Act.

          NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this Agreement, the parties hereto agree as follows:

     1. Registrations Upon Request.

     1.1 Requests by Kelso.

     (a) Shelf Registration. The Company shall use its best efforts to file, as promptly as possible and in any event within ten days following the Effective Date, an automatic shelf registration statement on Form S-3 (the “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, which shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, which shall contain a prospectus in such form to permit Kelso to sell all Registrable Securities at any time beginning on or after the effective date thereof pursuant to Rule 415 under the Securities Act or any successor or similar rule that may be adopted by the Commission. If the

Company is not eligible to use an automatic shelf registration statement at any time of determination of eligibility, the Company shall promptly (but in any event within 30 days) post-effectively amend the Automatic Shelf Registration Statement or file a new registration statement on a Form S-3, in either case so to permit Kelso to sell all Registrable Securities pursuant to Rule 415 under the Securities Act or any successor or similar rule that may be adopted by the Commission. The term “Shelf Registration Statement” as used herein shall mean the Automatic Shelf Registration Statement or any post-effective amendment thereto or a new registration statement so filed pursuant to this Section 1.1(a). Upon any Shelf Registration Statement having been filed:

     (i) the Company shall use its best efforts to keep such Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be usable by the holders of Registrable Securities until the earlier of (x) such time as all Registrable Securities that could be sold under such Shelf Registration Statement have been sold or are no longer outstanding and (y) three years from the date of filing thereof;

     (ii) the Company shall pay the registration fee for all Registrable Securities at the time of filing of the Automatic Shelf Registration Statement pursuant to clause (i) of this Section 1.1(a) and shall not elect to pay any portion of the registration fee on a deferred basis;

     (iii) if at any time following the filing of any Shelf Registration Statement, Kelso desires to sell all or any portion of the Registrable Securities under such Shelf Registration Statement in an underwritten offering, Kelso shall notify the Company of such intent at least 15 days prior to any such sale (any such proposed sale, an “Underwritten Take-Down Transaction”), and the Company shall prepare and file a prospectus supplement, post-effective amendment to the Shelf Registration Statement and/or Exchange Act reports incorporated by reference into the Shelf Registration Statement and take such other actions as necessary to permit the consummation of any such Underwritten Take-Down Transaction; provided that (x) the total number of Underwritten Take-Down Transactions shall not exceed three; (y) any such Underwritten Take-Down Transaction shall be for the proposed sale of the lesser of (A) at least one-third of the Registrable Securities held by Kelso immediately after the consummation of the transactions contemplated by the Merger Agreement and (B) the aggregate number of Registrable Securities held by Kelso immediately prior to such notice; and (z) if Kelso requests a “road show” to be conducted in connection with such Underwritten Take-Down Transaction, Kelso and the Company shall first discuss in good faith the repurchase by the Company of the Registrable Securities so proposed to be offered in such Underwritten Take-Down Transaction before consummating such Underwritten Take-Down Transaction; provided that nothing

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in this clause (z) shall commit Kelso to agree to any such repurchase in lieu of such Underwritten Take-Down Transaction;

     (iv) a request for an Underwritten Take-Down Transaction for which a “road show” is conducted shall (x) count towards the limitation in clause (x) of the proviso to Section 1.1(a)(iii) above and (y) be deemed a request made pursuant to Section 1.1(b) if such Underwritten Take-Down Transaction is consummated as to at least 80% of the Registrable Shares requested by Kelso to be disposed of in such Underwritten Take-Down Transaction; and

     (v) for the avoidance of doubt, the sale of Registrable Securities under a Shelf Registration Statement not involving a “road show”, whether in an Underwritten Take-Down Transaction or pursuant to an offering that is not underwritten, shall not be deemed a request made pursuant to Section 1.1(b).

     (b) Notice of Request. At any time and from time to time, except at any time during which a Shelf Registration Statement pursuant to Section 1.1(a) is effective, available for the offer and sale of Registrable Shares, and not subject to any stop order, injunction, or other order or requirement of the Commission or other governmental agency or court (such period, a “Shelf Effectiveness Period”), Kelso shall have the right to make up to two requests that the Company effect the registration under the Securities Act of all or a portion of the Registrable Securities owned by Kelso (but not less than the lesser of (x) at least one-third of the Registrable Securities held by Kelso immediately after the consummation of the transactions contemplated by the Merger Agreement and (y) the aggregate number of Registrable Securities held by Kelso immediately prior to such request), each such request to specify the intended method or methods of disposition thereof, which shall include an underwritten offering. Upon any such request, the Company shall use its best efforts to effect the prompt registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by Kelso in accordance with the intended method or methods of disposition of Kelso. Notwithstanding anything to the contrary herein, a request pursuant to this Section 1.1(b) shall not count as a request for purposes of this Section 1.1(b) unless a registration statement with respect thereto has become effective and has been kept continuously effective for a period of at least 180 days (or such shorter period ending on the date on which all the Registrable Securities covered by such registration statement have been sold pursuant thereto) or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriter or underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer. Should a registration statement not become effective, or should an Underwritten Take-Down Transaction for which a “road show” is conducted not be consummated, in either case due to the failure of Kelso to perform its obligations under this Agreement in any material respect, or in the event Kelso withdraws or does not pursue its request for registration, or an Underwritten Take-Down

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Transaction for which a “road show” is conducted, as provided in Section 1.2 below (in each of the foregoing cases, provided that at such time the Company is in compliance in all material respects with its obligations under this Agreement), the related request shall count as a request for purposes of this Section 1.1(b); provided that if (i) the registration statement does not become effective, or such Underwritten Take-Down Transaction for which a “road show” is conducted is not consummated, because a material adverse change has occurred, or is reasonably likely to occur, in the condition (financial or otherwise), prospects, business, assets or results of operations of the Company and its subsidiaries taken as a whole subsequent to the date of the delivery of the notice requesting such registration, (ii) after the registration statement has become effective, such registration, or such Underwritten Take-Down Transaction for which a “road show” is conducted, is interfered with by any stop order, injunction, or other order or requirement of the Commission or other governmental agency or court, (iii) the request for registration, or such Underwritten Take-Down Transaction for which a “road show” is conducted, is withdrawn at the request of Kelso due to the advice of the managing underwriter(s) that the Registrable Securities covered by the registration statement or to be sold in such Underwritten Take-Down Transaction could not be sold in such offering, or in such Underwritten Take-Down Transaction, within a price range reasonably acceptable Kelso, or (iv) Kelso reimburses the Company for any and all Registration Expenses incurred by the Company in connection with such request for registration, or in connection with such Underwritten Take-Down Transaction for which a “road show” is conducted, that was withdrawn or not pursued, the related request shall not count as a request for purposes of this Section 1.1(b).

     (c) The Company may, at its option, include with the Registrable Securities in any registration statement filed pursuant to Section 1.1(b) such equity securities as the Company may desire to register, offer and sell. In such case, the Company shall give prompt written notice to Kelso of its intent so to register equity securities on its own behalf. If, at any time after giving written notice (pursuant to this Section 1.1(c)) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to Kelso and, thereupon, shall not be obligated to register any such equity securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Kelso that a registration be effected under Section 1.1(b). Notwithstanding anything herein to the contrary, the Company shall only have the right to include such equity securities in such proposed registration if the Company and Kelso shall have been advised in writing by the managing underwriter for such offering that doing so would not adversely affect the offering price or the marketability of the Registrable Securities or the timing of such offering.

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     1.2 Withdrawal of Requests. Kelso shall have the right, exercisable by written notice to the Company, to withdraw any request for an Underwritten Take-Down Transaction or to effect the registration of Registrable Securities owned by Kelso pursuant to Section 1.1(b); provided that in the case of a request pursuant to Section 1.1(b), Kelso shall have such right only at any time prior to the effective date of the related registration statement. Upon receipt of a notice from Kelso to such effect, the Company shall cease all efforts to obtain effectiveness of the applicable registration statement or effectuate the Underwritten Take-Down Transaction, as the case may be.

     1.3 Registration Statement Form. A registration requested pursuant to Section 1.1 shall be effected by the filing of a registration statement on Form S-3 (or any successor form) or, if the Company is not eligible to use Form S-3, another form agreed to by Kelso.

     1.4 Expenses. The Company shall pay, and shall be responsible for, all Registration Expenses in connection with the registrations and offerings, including underwritten offerings, that are effected pursuant to this Section 1; provided that Kelso shall pay (a) all Registration Expenses to the extent required to be paid by Kelso under applicable law, (b) all underwriting discounts and commissions and transfer taxes, if any, with respect to Registrable Securities sold by Kelso and (c) all fees and disbursements of Kelso’s outside counsel incurred in connection with any such registrations and offerings.

     2. Incidental Registrations. Subject to the last sentence of this Section 2, if the Company at any time proposes to register any of its equity securities under the Securities Act for sale to the public, whether for the account of the Company or the account of any security holder of the Company (including, but not limited to, a shelf registration statement on Form S-3 or any successor form, but other than pursuant to a registration on Form S-4 or S-8 or any successor form), then the Company shall give prompt written notice (but in no event less than 15 days prior to the initial filing with respect thereto) to Kelso regarding such proposed registration. Upon the written request of Kelso made within 15 days after the date of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by Kelso and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities in accordance with such intended method or methods of disposition; provided that:

     (a) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration; provided that, in the event of any such determination, the Company shall give Kelso notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;

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     (b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to Kelso and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Kelso that a registration be effected under Section 1.1; and

     (c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company and Kelso in writing that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the offering price or the marketability of the securities being sold in such registration or the timing of such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration only the number which the Company is so advised can be sold in such offering without such adverse effect; provided that in such case it shall first include the securities, if any, being sold by the Company, and, second, the Registrable Securities of Kelso.

The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that Kelso shall pay (a) all Registration Expenses to the extent required to be paid by Kelso under applicable law and (b) all underwriting discounts and commissions and transfer taxes, if any, applicable to the Registrable Securities sold in such offering. No registration effected under this Section 2 shall relieve the Company from its obligation to effect any registration under Section 1.1 or prejudice the rights of Kelso under Section 1.1 or its ability to offer and sell shares under any Shelf Registration Statement. Notwithstanding anything to the contrary in this Section 2, during any Shelf Effectiveness Period, the provisions of this Section 2 shall only apply in respect of registrations for underwritten offerings for which a “road show” is conducted.

     3. Registration Procedures. Subject to the provisions of Section 1.1(a), including the Company’s obligation to file the Automatic Shelf Registration Statement and the timing thereof as provided in Section 1.1(a), if and whenever the Company is required to effect the registration of any Registrable Securities under the Securities Act pursuant to Sections 1.1 or 2, the Company shall promptly:

     (a) prepare, and as soon as practicable, but in any event within 45 days thereafter, file with the Commission, a registration statement with respect to such Registrable Securities, make all required filings with the NASD and use its best efforts to cause such registration statement to become effective as soon as practicable and to keep

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such registration statement continuously effective in order to permit the prospectus included therein to be usable by the holders of Registrable Securities until the earlier to occur of (i) such time as all Registrable Securities that could be sold under such registration statement have been sold or are no longer outstanding or (ii) the expiration of the term of this Agreement in accordance with Section 11.10;

     (b) prepare and promptly file with the Commission such amendments and post-effective amendments and supplements to such registration statement and the prospectus used in connection therewith and such free writing prospectuses under Rule 433 under the Securities Act (each, a “Free Writing Prospectus”) and Exchange Act reports as may be necessary to keep such registration statement effective for so long as is required to comply with the provisions of the Securities Act and to complete the disposition of all securities covered by such registration statement in accordance with the intended method or methods of disposition thereof, but (other than in the case of a Shelf Registration Statement) in no event for a period of more than 180 days after such registration statement becomes effective (subject to Section 1.1(b);

     (c) furnish copies of all documents proposed to be filed with the Commission in connection with such registration (including any Free Writing Prospectus) to counsel selected by Kelso, and such documents shall be subject to the review of such counsel (which shall be reasonably prompt); provided that the Company shall not file any registration statement or any amendment or post-effective amendment or supplement to such registration statement or the prospectus or any supplement thereto or any Free Writing Prospectus or any Exchange Act reports (in each case relating to the disposition of Registrable Shares) used in connection therewith to which such counsel shall have reasonably objected on the grounds that such registration statement, prospectus, supplement, Free Writing Prospectus or Exchange Act report does not comply (explaining why) in all material respects with the requirements of the Securities Act or of the rules or regulations thereunder;

     (d) furnish to Kelso, without charge, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits and documents filed therewith) and such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), any supplement, any other prospectus filed under Rule 424 under the Securities Act and any Free Writing Prospectus, in conformity with the requirements of the Securities Act, and such other documents, as Kelso may reasonably request in order to facilitate the disposition of the Registrable Securities owned by Kelso in accordance with the intended method or methods of disposition thereof;

     (e) use its best efforts to register or qualify such Registrable Securities covered by such registration statement under the securities or blue sky laws of such

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jurisdictions in the United States as Kelso shall reasonably request, and do any and all other acts and things which may be necessary or advisable to enable Kelso to consummate the disposition of such Registrable Securities in such jurisdictions in accordance with the intended method or methods of disposition thereof; provided that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, subject itself to taxation in any jurisdiction wherein it is not so subject, or take any action which would subject it to general service of process in any jurisdiction wherein it is not so subject;

     (f) use its best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies, authorities or self-regulatory bodies as may be necessary by virtue of the business and operations of the Company to enable Kelso to consummate the disposition of such Registrable Securities in accordance with the intended method or methods of disposition thereof;

     (g) in any underwritten offering, including any Underwritten Take-Down Transaction, furnish to Kelso:

     (i) an opinion of counsel for the Company experienced in securities law matters, addressed to Kelso or its designated affiliates and dated the date of the closing of such underwritten offering, and

     (ii) a “comfort” letter (unless the registration is pursuant to Section 2 and such a letter is not otherwise being furnished to the Company), addressed to Kelso or its designated affiliates and dated the date of the underwriting agreement for such underwritten offering, signed by the independent public accountants who have issued an audit report on the Company’s financial statements included in the registration statement,

covering such matters as are customarily covered in opinions of counsel and in accountants’ letters delivered to the underwriters in underwritten public offerings of securities and such other matters as Kelso may reasonably request;

     (h) (i) promptly upon discovery by the Company of any misstatement or omission notify Kelso at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event or existence of any fact as a result of which the prospectus (including any information incorporated by reference therein) included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and (ii) promptly upon such discovery (except to the extent the Company delivers a Material Event Notice, in which case such period may be up to 60 days but

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shall end upon public disclosure of the material transaction which necessitated such Material Event Notice), prepare and furnish to Kelso a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; provided that, notwithstanding anything to the contrary herein, the Company shall not be permitted to exercise its right to deliver a Material Event Notice more than three times during any 365 day period;

     (i) otherwise comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable an earnings statement of the Company (in form complying with the provisions of Rule 158 under the Securities Act) covering the period of at least 12 months, but not more than 18 months, beginning with the first month after the effective date of such registration statement;

     (j) notify Kelso (i) when the prospectus, any prospectus supplement, any post-effective amendment or any Free Writing Prospectus has been filed and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (ii) of the receipt by the Company of any comments from the Commission or of any request by the Commission for amendments or supplements to such registration statement or to amend or to supplement such prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose and (iv) of the suspension of the qualification of such securities for offering or sale in any jurisdiction, or of the institution of any proceedings for any of such purposes;

     (k) use its best efforts to obtain the lifting of any stop order that might be issued suspending the effectiveness of such registration statement at the earliest possible moment;

     (l) use its best efforts (i) to list such Registrable Securities on any securities exchange on which the equity securities of the Company are then listed and (ii) to instruct the Company’s transfer agent (A) to release any stop transfer order with respect to the certificates with respect to the Registrable Securities being sold and (B) to furnish certificates without restrictive legends representing ownership of the shares being sold, in such denominations requested by Kelso or the lead underwriter;

     (m) enter into such agreements and take such other actions as Kelso or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including, without limitation, (x) in the case of a request for an

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Underwritten Take-Down Transaction or (y) in the case of a request pursuant to Section 1.1(b) that is for an underwritten offering, preparing for, and participating in “road shows,” and all such other customary selling efforts as Kelso or the underwriters reasonably request in order to expedite or facilitate such disposition; provided that, notwithstanding anything to the contrary herein, (i) the total number of “road shows” the Company shall be required to participate in pursuant to this Agreement shall not exceed two and (ii) the Company and its senior management shall, to the extent requested by the managing underwriter, participate in such “road shows” in a customary manner;

     (n) furnish to Kelso such information and assistance as Kelso may reasonably request in connection with any “due diligence” effort which Kelso deems appropriate;

     (o) cooperate with Kelso and each underwriter and their respective counsel in connection with any filings required to be made with the NASD, New York Stock Exchange, or any other securities exchange on which such Registrable Securities are traded or will be traded;

     (p) cause its officers and employees to participate in, and to otherwise facilitate and cooperate with the preparation of the registration statement and prospectus and any amendments or supplements thereto (including participating in meetings, drafting sessions and due diligence sessions) taking into account the Company’s business needs; and

     (q) use its best efforts to take all other steps necessary to effect the registration of the Registrable Securities as contemplated hereby.

          As a condition to its registration of Registrable Securities, the Company may require Kelso to execute powers-of-attorney, custody arrangements and other customary agreements appropriate to facilitate the offering and to furnish to the Company such information regarding Kelso, its ownership of Registrable Securities and the disposition of such Registrable Securities as the Company may from time to time reasonably request in writing and as shall be required by law in connection therewith. Kelso agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by Kelso not materially misleading.

          The Company agrees not to file or make any amendment to any registration statement with respect to any Registrable Securities, or any amendment of or supplement to the prospectus or any Free Writing Prospectus used in connection therewith, which refers to Kelso, or otherwise identifies Kelso as the holder of any Registrable Securities, without the consent of Kelso, such consent not to be unreasonably withheld or delayed, unless such disclosure is required by law, in which case the Company shall provide written notice to Kelso no less than five days prior to the filing of such amendment to any registration statement or amendment of or supplement to the

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prospectus or any Free Writing Prospectus. For the avoidance of doubt, this provision shall not entitle Kelso to review any Exchange Act reports of the Company that are incorporated by reference into the registration statement prior to their filing with the Commission.

          Kelso agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h), Kelso shall promptly discontinue its disposition of Registrable Securities pursuant to the registration statement covering Registrable Securities until Kelso’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(h). If so directed by the Company, Kelso shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, in Kelso’s possession of the prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give any such notice, the period mentioned in Section 3(b) shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when Kelso shall have received the copies of the supplemented or amended prospectus contemplated by Section 3(h).

     4. Underwritten Offerings.

     4.1 Underwriting Agreement. If requested by the underwriters for any underwritten offering (including any Underwritten Take-Down Transaction) pursuant to a registration requested under Section 1.1 or 2, the Company shall enter into an underwriting agreement with the underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the underwriters, to Kelso and to the Company. Any such underwriting agreement shall contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 7. Kelso shall be a party to such underwriting agreement and may, at Kelso’s option, require that any or all of the representations and warranties by, and the agreements on the part of, the Company to and for the benefit of such underwriters be made to and for the benefit of Kelso and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of Kelso. The Company may require, at its option, that any or all of the representations and warranties regarding Kelso and the ownership of Kelso’s Registrable Securities by, and the agreements on the part of, Kelso to and for the benefit of such underwriters shall be made to and for the benefit of the Company and that any and all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of the Company. Kelso shall not be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding Kelso, the ownership of Kelso’s Registrable Securities and Kelso’s intended

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method or methods of disposition and any other representation required by law or to furnish any indemnity to any Person which is broader than the indemnity furnished by Kelso pursuant to Section 8.2.

     4.2 Selection of Underwriters. Whenever the Company at any time proposes to register any of its securities under the Securities Act for sale for its own account pursuant to an underwritten offering, the Company shall have the right to select the managing underwriter (which shall be of nationally recognized standing) to administer the offering. Notwithstanding the foregoing sentence, whenever a registration requested pursuant to Section 1.1 is for an underwritten offering (including any Underwritten Take-Down Transaction), Kelso shall have the right to select the managing underwriter to administer the offering from the following list of entities and the Company acknowledges and agrees that such entities (or any of their Affiliates) are acceptable to it for such purpose: Credit Suisse First Boston LLC; Bear, Stearns & Co. Inc; Goldman, Sachs & Co.; UBS Securities LLC; and Citigroup Global Markets Inc.

     5. Holdback Agreements.

     (a) If and whenever (i) the Company proposes to register in an underwritten offering any of its equity securities for its own account under the Securities Act (other than pursuant to a registration on Form S-4 or S-8 or any successor form) or (ii) Kelso requests to sell Registrable Securities in an underwritten offering pursuant to Section 1.1 (including an Underwritten Take-Down Transaction) or Section 2, Kelso agrees not to effect any public offer, sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, or to request registration under Section 1.1 of any Registrable Securities within seven days prior to the reasonably expected effective date of the contemplated registration statement (“Expected Trigger Date”) and during the period beginning on the effective date of the registration statement relating to such registration (the “Trigger Date”) and until 90 days (or such shorter period as the managing underwriter for any underwritten offering may agree) after the Trigger Date, except as part of such registration; provided that, with respect to any Underwritten Take-Down Transaction, the Expected Trigger Date and the Trigger Date shall be deemed to be the reasonably expected date of pricing and the date of pricing of such Underwritten Take-Down Transaction, respectively. If requested by such managing underwriter, Kelso agrees to execute an agreement to such effect with the Company and consistent with such managing underwriter’s customary form of holdback agreement.

     (b) If and whenever Kelso requests to sell Registrable Securities in an underwritten offering pursuant to Section 1.1 (including an Underwritten Take-Down Transaction) or Section 2, the Company agrees not to effect any public offer, sale or distribution of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities within seven days prior to the Expected Trigger

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Date and during the period beginning on the Trigger Date and until 90 days (or such shorter period as the managing underwriter may agree) after the Trigger Date (except (i) as part of such registration, (ii) pursuant to an employee equity compensation plan, (iii) pursuant to a registration on Form S-4 or S-8 or any successor form, or (iv) in connection with an acquisition by the Company not subject to clause (iii) above if the managing underwriter has advised the Company and Kelso in writing that such offer, sale or distribution would not adversely affect the offering price or the marketability of the Registrable Securities or the timing of such offering; provided that, with respect to any Underwritten Take-Down Transaction, the Expected Trigger Date and the Trigger Date shall be deemed to be the reasonably expected date of pricing and date of pricing of such Underwritten Take-Down Transaction, respectively. In addition, with respect to any such underwritten offering, if, and to the extent requested by the managing underwriter, the Company shall use its best efforts to cause each holder (other than Kelso) of its equity securities or any securities convertible into or exchangeable or exercisable for any of such securities, whether outstanding on the date of this Agreement or issued at any time after the date of this Agreement (other than any such securities acquired in a public offering), to agree not to effect any such public sale or distribution of such securities during such period (except that such holders shall retain the right to exercise options for any such securities and to effect, substantially simultaneously with such option exercise, sales of securities acquired pursuant to such option exercise), and to cause each such holder to enter into an agreement to such effect with the Company and otherwise consistent with such managing underwriter’s customary form of holdback agreement.

     6. Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act, the Company shall give counsel referred to in clause (c) of Section 3 the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, to the extent that the foregoing relate to the disposition of Registrable Securities, and shall give such counsel access to the financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries and opportunities to discuss the business of the Company with its officers and the independent public accountants who have issued audit reports on its financial statements in each case as shall be reasonably requested by such counsel in connection with such registration statement.

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     7. No Grant of Future Registration Rights. The Company shall not grant any shelf, demand or incidental registration rights that are senior to the rights granted to Kelso hereunder to any other Person without the prior written consent of Kelso.

     8. Indemnification.

     8.1 Indemnification by the Company. In the event of any registration of any Registrable Securities pursuant to this Agreement, the Company shall indemnify, defend and hold harmless (a) Kelso, (b) Kelso’s directors, members, stockholders, officers, partners, employees, agents and Affiliates, (c) each Person who participates as an underwriter in the offering or sale of such securities and (d) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any of the foregoing (“Controlling Persons”) against any and all losses, claims, damages or liabilities (or actions or proceedings in respect thereof), jointly or severally, directly or indirectly, based upon or arising out of (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or prospectus supplement, final prospectus or prospectus supplement, summary prospectus or Free Writing Prospectus contained therein or used in connection with the offering of securities covered thereby, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company shall reimburse each such indemnified party for any legal or any other expenses reasonably incurred by them in connection with enforcing its rights hereunder or under the underwriting agreement entered into in connection with such offering or investigating, preparing, pursuing or defending any such loss, claim, damage, liability, action or proceeding, except insofar as any such loss, claim, damage, liability, action, proceeding or expense arises out of or is based upon an untrue statement of a material fact or omission of a material fact made in such registration statement, any such preliminary prospectus or prospectus supplement, final prospectus or prospectus supplement, summary prospectus, or Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by such Person or any of its Controlling Persons expressly for use in the preparation thereof in accordance with Section 8.2. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party and shall survive the transfer of such Registrable Securities by Kelso. The indemnity agreement contained in this Section 8.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed).

     8.2 Indemnification by Kelso. In the event of any registration of any Registrable Securities pursuant to this Agreement, Kelso shall indemnify, defend and hold harmless (a) the Company, (b) the Company’s directors, stockholders, officers,

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employees, agents and Affiliates, (c) each Person who participates as an underwriter in the offering or sale of such securities and (d) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any of the foregoing (“Issuer Controlling Persons”) against any and all losses, claims, damages or liabilities (or actions or proceedings in respect thereof), jointly or severally, directly or indirectly, based upon or arising out of (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or prospectus supplement, final prospectus or prospectus supplement, summary prospectus or Free Writing Prospectus contained therein or used in connection with the offering of securities covered thereby, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and Kelso shall reimburse each such indemnified party for any legal or any other expenses reasonably incurred by them in connection with enforcing its rights hereunder or under the underwriting agreement entered into in connection with such offering or investigating, preparing, pursuing or defending any such loss, claim, damage, liability, action or proceeding, but only to the extent such statement or alleged statement or such omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by Kelso expressly for use in the preparation of such registration statement, preliminary prospectus or prospectus supplement, final prospectus or prospectus supplement, summary prospectus or Free Writing Prospectus. The Company and Kelso hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by Kelso, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by Kelso and its Affiliates and (b) the name and address of Kelso. If any additional information about Kelso or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such document, then Kelso shall provide such information. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such Registrable Securities by Kelso. The indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of Kelso (which consent shall not be unreasonably withheld or delayed). The indemnity provided by Kelso under this Section 8.2 shall be limited in amount to the net amount of proceeds (i.e., net of expenses, underwriting discounts and commissions) actually received by Kelso from the sale of Registrable Securities pursuant to such registration statement.

     8.3 Notices of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in

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the preceding paragraphs of this Section 8, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action or proceeding; provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 8, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof except for the reasonable fees and expenses of any counsel retained by such indemnified party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party reasonably determines, based upon advice of independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of such indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement unless such judgment, compromise or settlement (i) includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation, (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party and (iii) does not require any action other than the payment of money by the indemnifying party.

     8.4 Other Indemnification. Indemnification similar to that specified in the preceding paragraphs of this Section 8 (with appropriate modifications) shall be given by the Company and Kelso with respect to any required registration (other than under the Securities Act) or other qualification of such Registrable Securities under any federal or state law or regulation of any governmental authority.

     8.5 Indemnification Payments. Any indemnification required to be made by an indemnifying party pursuant to this Section 8 shall be made by periodic payments to the indemnified party during the course of the action or proceeding, as and when bills are received by such indemnifying party with respect to an indemnifiable loss, claim, damage, liability or expense incurred by such indemnified party.

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     8.6 Other Remedies. If for any reason any indemnification specified in the preceding paragraphs of this Section 8 is unavailable, or is insufficient to hold harmless an indemnified party, other than by reason of the exceptions provided therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities, actions, proceedings or expenses in such proportion as is appropriate to reflect the relative faults of the indemnifying party on the one hand and the indemnified party on the other and the statements or omissions or alleged statements or omissions which resulted in such loss, claim, damage, liability, action, proceeding or expense, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statements or omissions. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 8.6 were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentence of this Section 8.6. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the other provisions of this Section 8, in respect of any claim for indemnification pursuant to this Section 8, no indemnifying party (other than the Company) shall be required to contribute pursuant to this Section 8.6 any amount in excess of (a) the net proceeds (i.e., net of expenses, underwriting discounts and commissions) received by such indemnifying party from the sale of its Registrable Securities covered by the applicable registration statement, preliminary prospectus or prospectus supplement, final prospectus or prospectus supplement, summary prospectus or Free Writing Prospectus, filed pursuant hereto, minus (b) any amounts previously paid by such indemnifying party pursuant to this Section 8 in respect of such claim, it being understood and agreed that the amount of such indemnifying party’s contribution hereunder shall be limited by the percentage of such net proceeds which corresponds to the percentage equity interests in such indemnifying party held by those of its partners, stockholders or members who have been determined to be at fault. No party shall be liable for contribution under this Section 8.6 except to the extent and under such circumstances as such party would have been liable for indemnification under this Section 8 if such indemnification were enforceable under applicable law.

     9. Representations and Warranties.

     (a) The Company represents and warrants that (i) the Company has the corporate power and authority to execute, deliver and perform this Agreement; (ii) the execution, delivery and performance of this Agreement by the Company has been duly

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and validly authorized and approved by all necessary corporate action; (iii) this Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally and general principles of equity; and (iv) the execution, delivery and performance of this Agreement by the Company does not and will not violate the terms of or result in the acceleration of any obligation under (x) any material contract, commitment or other material instrument to which the Company is a party or by which the Company is bound or (y) the organizational documents of the Company. The Company further represents and warrants that at the date of this Agreement, the Company is a “well-known seasoned issuer” as such term is defined in Rule 405 under the Securities Act.

     (b) Each of KIA I, KEP II, KIA III-EMJ and KIA IV, severally and not jointly and severally, represents and warrants to the Company as to itself that (i) such Person has the limited partnership power and authority to execute, deliver and perform this Agreement; (ii) the execution, delivery and performance of this Agreement by such Person has been duly and validly authorized and approved by all necessary limited partnership action; (iii) this Agreement has been duly and validly executed and delivered by such Person and constitutes a valid and legally binding obligation of such Person, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally and general principles of equity; and (iv) the execution, delivery and performance of this Agreement by such Person does not and will not violate the terms of or result in the acceleration of any obligation under (x) any material contract, commitment or other material instrument to which such Person is a party or by which such Person is bound or (y) the certificate of limited partnership or limited partnership agreement of such Person.

     10. Definitions. For purposes of this Agreement, the following terms shall have the following respective meanings:

          Affiliate: a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.

          Board: the board of directors of the Company.

          Business Day: means any day on which banks are not required or authorized to close in the City of New York.

          Commission: the Securities and Exchange Commission.

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          Common Stock: the Common Stock of the Company, no par value, or any other securities of the Company or any other Person issued with respect to such Common Stock by way of a conversion, exchange, replacement, stock dividend or stock split or other distribution in connection with a combination of shares, conversion exchange, replacement, recapitalization, merger, consolidation or other reorganization or otherwise.

          Exchange Act: the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder which shall be in effect at the time.

          Material Event Notice: a certificate signed by an authorized officer of the Company stating that the Company has pending or in process, as of the date of such certificate, a material transaction (including, but not limited to, a financing transaction), the disclosure of which would, in the good faith judgment of the Board, materially and adversely affect the Company.

          Merger Agreement: the Agreement and Plan of Merger, of even date herewith, by and among the Company, RSAC Acquisition Corp., a Delaware corporation, and Earle M. Jorgensen Company, a Delaware corporation, as the same may be amended, modified, supplemented or restated from time to time.

          NASD: National Association of Securities Dealers, Inc.

          Person: an individual, corporation, partnership, limited liability company, joint venture, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

          Registrable Securities: the shares of Common Stock beneficially owned (within the meaning of Rule 13d-3 of the Exchange Act) by Kelso as a result of the transactions contemplated by the Merger Agreement. As to any particular shares of Common Stock, such securities shall cease to be Registrable Securities when (i) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) they shall have been sold to the public pursuant to Rule 144 under the Securities Act, (iii) they shall have been otherwise transferred or (iv) they shall have ceased to be outstanding. Any and all shares of Common Stock which may be issued in respect of, in exchange for, or in substitution for any Registrable Securities, whether by reason of any stock split, stock dividend, reverse stock split, recapitalization, combination, merger, consolidation or otherwise, shall also be “Registrable Securities” hereunder.

          Registration Expenses: all fees and expenses incurred in connection with the Company’s performance of or compliance with any registration pursuant to this Agreement, including, without limitation, (i) registration, filing and applicable

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Commission and NASD fees, (ii) fees and expenses of complying with securities or blue sky laws, (iii) fees and expenses associated with listing securities on an exchange, (iv) word processing, duplicating and printing expenses, (v) messenger and delivery expenses, (vi) transfer agents’, trustees’, depositories’, registrars’ and fiscal agents’ fees, (vii) fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits or “cold comfort” letters required by, or incident to, such registration, (viii) “road show” expenses, (ix) any allocation of salaries of personnel of the Company and its subsidiaries or other general overhead expenses of the Company or other expenses for the preparation of financial statements or other data normally prepared by the Company and its subsidiaries in the ordinary course of its business; and (x) any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding underwriting discounts and commissions and transfer taxes, if any.

          Securities Act: the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations thereunder which shall be in effect at the time.

     11. Miscellaneous.

     11.1 Rule 144, etc. The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder, and shall take such further action as Kelso may reasonably request, all to the extent required from time to time to enable Kelso to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (b) any successor rule or regulation hereafter adopted by the Commission. Upon the request of Kelso, the Company shall deliver to Kelso a written statement as to whether it has complied with such requirements.

     11.2 Successors, Assigns and Transferees. This Agreement shall be binding upon and inure to the benefit of and enforceable by the parties hereto and their respective permitted successors and assigns under this Section 11.2. The provisions of this Agreement are for the benefit of Kelso and shall not be for the benefit of or enforceable by any transferee of such Registrable Securities. This Agreement and the registration rights hereunder may not be assigned to any Person without the prior written consent of the Company. Kelso specifically agrees that it will not sell any substantial portion of the Registrable Securities, whether in block sales or otherwise, to a competitor of the Company; provided that any sales in the open market shall not be deemed to be a violation of this provision.

     11.3 Stock Splits, etc. Kelso agrees that it will vote to effect a stock split, reverse stock split, recapitalization or combination with respect to any Registrable

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Securities in connection with any registration of any Registrable Securities hereunder, or otherwise, if (i) the managing underwriter shall advise the Company (or, in connection with an offering that is not underwritten, if an investment banker shall advise the Company) that such a stock split, reverse stock split, recapitalization or combination would facilitate or increase the likelihood of success of the offering, and (ii) such stock split, reverse stock split, recapitalization or combination does not impact the respective ownership percentages of Kelso in the Company. The Company shall cooperate in all respects in effecting any such stock split, reverse stock split, recapitalization or combination. To the extent that any such stock split, reverse stock split, recapitalization or combination is effectuated, any thresholds or percentages set forth in this agreement that are predicated on the non-occurrence of any such stock split, reverse stock split, recapitalization or combination occurring (including, without limitation, those set forth in Section 1.1(a)(iii) and Section 1.1(b)) shall be deemed automatically adjusted in a manner that preserves the original intent of the provisions containing such thresholds or percentages.

     11.4 Amendment and Modification.

     (a) This Agreement may be amended, waived, modified or supplemented by a written instrument executed and delivered by the Company and Kelso. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach, except as otherwise explicitly provided for in such waiver. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

     (b) Notwithstanding anything to the contrary herein, any actions to be taken, or any rights to be exercised by Kelso hereunder (including, for the avoidance of doubt, the execution and delivery of any amendments, waivers, modifications or supplements of this Agreement pursuant to this Section 11.4), shall be effective if taken or exercised by Persons owning a majority in interest of the aggregate number of Registrable Securities, and the Company shall be entitled to rely on the power and authority of such majority in interest to take such actions and to exercise such rights.

     11.5 Governing Law; Jurisdiction. This Agreement and the rights and obligations of the parties hereunder and the Persons subject hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to the choice of law principles thereof. By execution and delivery of this Agreement, each party hereto irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, for purposes of any claim, action or

21

proceeding arising out of this Agreement or any other transaction contemplated hereby. Each party hereto agrees to commence any such claim, action or proceeding only in the Court of Chancery of the State of Delaware. Each of the parties hereby waives, and agrees not to assert in any such dispute, to the fullest extent permitted by applicable Law, any claim that (a) such party is not personally subject to the jurisdiction of such courts, (b) such party and such party’s property is immune from any legal process issued by such courts or (c) any claim, action or proceeding commenced in such courts is brought in an inconvenient forum. Each party hereto further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s address set forth in Section 11.7 shall be effective service of process for any claim, action or proceeding with respect to any matters to which it has submitted to jurisdiction in this Section 11.5 or otherwise.

     11.6 Invalidity of Provision. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.

     11.7 Notices. All notices, requests, claims, demands, letters, waivers and other communications permitted or required under this Agreement shall be in writing and shall be deemed to be duly given if hand delivered to the persons set forth below or if sent by documented overnight delivery service or registered or certified mail, postage prepaid, return receipt requested, or by telecopy, receipt acknowledged, addressed as set forth below or to such other person or persons and/or at such other address or addresses as shall be furnished in writing by any party hereto to the other parties hereto. Any such notice or communication shall be deemed to have been given as of the date received, in the case of personal delivery, or on the date shown on the receipt or confirmation therefor in all other cases:

(i)	If to the Company, to it at:
	Reliance Steel & Aluminum Co.
	350 South Grand Avenue, Suite 5100
	Los Angeles, California 90071
	Attention:	David H. Hannah, Chief Executive Officer
		Kay Rustand, Vice President and General Counsel
	Facsimile:	(213) 687-8792
with a copy (which shall not constitute notice) to:

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	Lord, Bissell & Brook LLP
	300 South Grand Avenue, Suite 800
	Los Angeles, California 90071
	Attention: David R. Decker
	Facsimile: (213) 485-1200
(ii)	If to Kelso, to it at:
	Kelso & Company
	320 Park Avenue, 24th Floor
	New York, New York 10022
	Attention: James J. Connors II
	Facsimile.: (212) 223-2379
with a copy (which shall not constitute notice) to:
	Debevoise & Plimpton LLP
	919 Third Avenue
	New York, New York 10022
	Attention:	Richard D. Bohm
	Facsimile:	(212) 909-6836

     11.8 Headings; Execution in Counterparts. The headings and captions contained herein are for convenience of the parties only and shall not control or affect the meaning or construction of any provision hereof. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and which together shall constitute one and the same instrument.

     11.9 Injunctive Relief. Each of the parties recognizes and agrees that money damages may be insufficient and, therefore, in the event of a breach of any provision of this Agreement, the aggrieved party may elect to institute and prosecute proceedings in any court of competent jurisdiction to enforce specific performance or to enjoin the continuing breach of this Agreement. Such remedies shall, however, be cumulative and not exclusive, and shall be in addition to any other remedy which such party may have.

     11.10 Term. This Agreement shall be effective as of the date hereof and shall continue in effect thereafter until the earliest of (a) its termination by the written consent of the parties hereto or their respective successors in interest, (b) the date on which no Registrable Securities remain outstanding and (c) three years from the date of the filing of the Automatic Shelf Registration Statement plus, if for any time period during such three years a Shelf Registration Statement pursuant to Section 1.1(a) should not be effective and available for the offer and sale of Registrable Securities, whether pursuant to a stop order, injunction, other order or requirement of the Commission or other governmental

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agency or court or otherwise (each such period, an “Unavailability Period”), a number of days equal to the aggregate number of days covered by all Unavailability Periods; provided that the parties’ respective rights and obligations under Section 8 shall survive the termination of this Agreement.

     11.11 Further Assurances. Subject to the specific terms of this Agreement, each of the Company and Kelso shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions, as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby.

     11.12 Entire Agreement. This Agreement and the Merger Agreement constitute the entire agreement and understanding of the parties hereto with respect to the matters referred to herein. This Agreement and the Merger Agreement supersede all prior agreements and understandings among the parties with respect to such matters.

[Remainder of page intentionally left blank]

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          IN WITNESS WHEREOF, this Agreement has been signed by each of the parties hereto, and shall be effective as of the date first above written.

RELIANCE STEEL & ALUMINUM CO.
By:	/s/ David H. Hannah
	Name:	David H. Hannah
	Title:	Chief Executive Officer
By:	/s/ Karla Lewis
	Name:	Karla Lewis
	Title:	Executive Vice President and Chief Financial Officer
KELSO INVESTMENT ASSOCIATES, L.P.
By:Kelso Partners I, L.P., General Partner
By:	/s/ Frank T. Nickell
	Name:	Frank T. Nickell
	Title:	General Partner
KELSO EQUITY PARTNERS II, L.P.
By:	/s/ Frank T. Nickell
	Name:	Frank T. Nickell
	Title:	General Partner
KIA III-EARLE M. JORGENSEN, L.P.
By: Kelso Partners III, L.P., General Partner
By:	/s/ Frank T. Nickell
	Name:	Frank T. Nickell
	Title:	General Partner
KELSO INVESTMENT ASSOCIATES IV, L.P.
By: Kelso Partners IV, L.P., General Partner
By:	/s/ Frank T. Nickell
	Name:	Frank T. Nickell
	Title:	General Partner

EX-99.1

EXHIBIT 99.1

		350 SOUTH GRAND AVENUE, SUITE 5100 LOS ANGELES, CALIFORNIA PHONE : 213 687-7700    WWW.RSAC.COM    FAX: 213 687-8792
	Reliance Steel & Aluminum Co.

NEWS RELEASE          

FOR IMMEDIATE RELEASE	CONTACT:	Kim P. Feazle
		Investor Relations
		(713) 610-9937
		(213) 576-2428
		kfeazle@rsac.com
		investor@rsac.com

RELIANCE STEEL & ALUMINUM CO.
SIGNS AGREEMENT TO ACQUIRE EARLE M. JORGENSEN COMPANY

     Los Angeles, CA — January 17, 2006 — Reliance Steel & Aluminum Co. (NYSE:RS) (“Reliance”) and Earle M. Jorgensen Company (NYSE:JOR) (“EMJ”) jointly announced that they have entered into a definitive merger agreement pursuant to which Reliance will acquire EMJ for $13.00 per share in cash and stock, subject to a collar described below. The transaction is valued at approximately $934 million, including the assumption of EMJ’s net debt. Both companies are headquartered in Southern California. The transaction would be immediately accretive to Reliance and is expected to be completed in the second quarter of 2006. Upon completion of the acquisition, Reliance will have total assets of approximately $3 billion and annual revenues of more than $5 billion.

     David H. Hannah, Chief Executive Officer of Reliance, said, “We are very excited about EMJ becoming a member of our Reliance family. This will be our largest acquisition to date and our first acquisition of a public company. This transaction will add a total of 39 facilities in the United States and Canada to our existing network. We will significantly increase our geographic, product and customer diversification by combining with an industry peer that complements our reputation for excellence and our corporate culture. EMJ has an outstanding management group and they will continue to run the business as they have in the past. We believe that together, Reliance and EMJ will be well positioned to continue to outperform our competitors going forward.”

     Maurice S. (“Sandy”) Nelson, Jr., Chief Executive Officer of EMJ, said, “We believe that joining with Reliance will provide both additional and more favorable opportunities to create sustainable growth and value for the shareholders of EMJ and Reliance.”

(more)

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Terms of the Transaction

     The consideration to EMJ stockholders will be paid 50% in Reliance stock and 50% in cash. Under the terms of the merger agreement, EMJ stockholders will have the right to receive consideration of $6.50 in cash and a number of shares of Reliance common stock equal to $6.50, subject to a collar, divided by the average of the reported closing sale prices per share of Reliance common stock on the New York Stock Exchange for the 20 trading days ending on and including the second trading day prior to the closing of the merger. The exchange ratio will not be more than 0.1207 and not less than 0.0892 shares, for each share of EMJ stock they own. If the average price of Reliance common stock prior to the closing is between $53.86 and $72.86 per share, the value of the Reliance common stock received would be $6.50 per EMJ share.

     At closing, based on the 20-day average closing price for Reliance stock ended January 12, 2006, Reliance would issue approximately 5.2 million shares of Reliance common stock valued at approximately $327 million as of January 12, 2006. The cash portion of approximately $384 million, which includes the cash out of certain EMJ options and estimated transaction costs, will be financed under Reliance’s $600 million syndicated credit facility. Additionally, Reliance will assume approximately $291 million of EMJ’s existing long-term debt, adjusted by any payments or borrowings made by EMJ prior to the closing of the acquisition. The merger consideration represents an approximate 25% premium to EMJ’s share price as of January 17, 2006. Taking the effect of the acquisition into account, Reliance’s proforma net debt-to-total capital ratio as of January 1, 2006 and assuming that the transaction had closed on that date, would have been approximately 44%.

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Timing & Transition

     The Boards of Directors of both companies unanimously approved Reliance’s acquisition of EMJ, which is subject to the approval of EMJ’s stockholders, customary regulatory and third party approvals and the registration of the shares of Reliance common stock being issued as stock consideration on a Registration Statement on Form S-4. Both companies expect a smooth transition following the closing. There will be no changes to Reliance’s senior management or Board of Directors. The Chief Executive Officer of EMJ, Sandy Nelson, will retire as of the closing date and will be replaced by R. Neil McCaffery, who was recently promoted to President and Chief Operating Officer of EMJ. Mr. Nelson will continue to act as a consultant to EMJ and Reliance during a post-closing transition period. UBS acted as a financial advisor to Reliance, and Credit Suisse as a financial advisor to EMJ.

     Investors and security holders are urged to read the proxy statement/prospectus that will be sent to EMJ stockholders regarding the proposed merger, when it becomes available, because it will contain important information. The proxy statement/prospectus will be filed with the Securities and Exchange Commission by Reliance and EMJ. Investors and security holders may obtain a free copy of the proxy statement/prospectus, when it is available, and other documents filed by Reliance and EMJ with the Commission at the Commission’s web site at www.sec.gov. The proxy statement/prospectus and these other documents may also be obtained, when available, free of charge from Reliance at www.rsac.com and EMJ at www.emjmetals.com. Stockholders should read the definitive proxy statement/prospectus carefully before making a decision concerning the merger.

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     Reliance and EMJ, and their respective directors, executive officers and certain other of their employees, may be soliciting proxies from EMJ’s stockholders in favor of the approval of the merger. Information regarding the persons who may, under SEC rules, be deemed to be participants in the solicitation of EMJ stockholders in connection with the merger is set forth in Reliance’s proxy statement for its 2005 annual meeting, filed with the SEC on April 15, 2005 and in EMJ’s proxy statement for its 2005 annual meeting, filed with the SEC on July 21, 2005, and additional information will be set forth in the definitive proxy statement/prospectus referred to above when it is filed with the SEC.

     Reliance will host a conference call that will be broadcast live over the Internet regarding this acquisition. All interested parties are invited to listen to the web cast on Wednesday, January 18, 2006 at 11:30 a.m. Eastern Time at: www.rsac.com/investorinformation. For those of you who are not able to listen to the conference call as it occurs, the web cast will remain posted on the Reliance web site through January 31, 2006 and a printed transcript will be posted on the Reliance web site after the completion of the conference call.

EMJ

     EMJ, headquartered in Lynwood, California, is one of the largest distributors of metal products in North America with 39 service and processing centers. EMJ inventories more than 25,000 different bar, tubing, plate, and various other metal products, specializing in cold finished carbon and alloy bars, mechanical tubing, stainless bars and shapes, aluminum bars, shapes and tubes, and hot-rolled carbon and alloy bars.

RELIANCE

     Reliance, headquartered in Los Angeles, California, is one of the largest metals service center companies in the United States. Through a network of more than 100 locations in 31 states and Belgium and South Korea, Reliance provides value-added metals processing services and distributes a full line of over 90,000 metal products. These products include galvanized, hot-rolled and cold-finished steel; stainless steel; aluminum; brass; copper; titanium and alloy steel sold to more than 95,000 customers in various industries.

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     Reliance’s press releases and additional information are available on the Company’s web site at www.rsac.com. Reliance was named to the 2006 Forbes Platinum 400 List of America’s Best Big Companies and was also named as one of “America’s Most Admired Companies” listed in the diversified wholesaler’s category in the March 7, 2005 issue of Fortune.

FORWARD-LOOKING STATEMENTS

     This release may contain forward-looking statements, as defined that are subject to risks, uncertainties and other factors, such as the actions of third parties that are not within our control, cyclicality of the metals industry and the industries that purchase our products, fluctuations in metals prices, risks associated with the implementation of new technology, general economic conditions, and competition in the metals service center industry. Actual events or results may differ materially from expectations due to these risks, uncertainties and other factors. These factors and additional information are included in Reliance’s and EMJ’s filings with the Securities and Exchange Commission. In particular, we refer you to the proxy statement/prospectus that will be filed with the Securities and Exchange Commission and sent to the EMJ stockholders in connection with the proposed merger. You should be aware that we do not plan to update these forward-looking statements, whether as a result of new information, future events, or otherwise unless required by law.

# # #

EX-99.2

Exhibit 99.2

Reliance Steel & Aluminum Co.
Acquisition Agreement, Earle M. Jorgensen Company Conference Call January 18, 2006

Operator: Good morning ladies and gentlemen, and welcome to the Acquisition Agreement of Earle M. Jorgensen Company Conference Call. At this time, all participants have been placed on a listen-only mode and the floor will be open for your questions and comments following the presentation.

     It is now my pleasure to turn the floor over to your host, Mr. David Hannah. Sir, the floor is yours.

David Hannah: Thank you. Good morning and thank you all for taking the time to listen to our conference call today to discuss our agreement to acquire Earle M. Jorgensen Company. Gregg Mollins, our President and Chief Operating Officer, and Karla Lewis, our Executive Vice President and Chief Financial Officer, are also here with me today.

     This conference call may contain forward-looking statements, as defined, that are subject to risks, uncertainties and other factors that are not within our control. Actual events or results may differ materially from expectations due to these risks, uncertainties, and other factors. These factors and additional information are included in Reliance’s and EMJ’s filings with the Securities and Exchange Commission. In particular, we refer you to the proxy statement/prospectus that will be filed with the Securities and Exchange Commission and sent to the EMJ stockholders in connection with the proposed merger. We urge investors to read the proxy statement/prospectus and any other relevant documents we file with the SEC when they become available because they will contain important information about EMJ and Reliance and the proposed transaction. Investors will be able to obtain these materials when they are available, and other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov. A printed transcript of today’s conference call and a summary fact sheet, along with Regulation G Reconciliations, will be posted on our website at www.rsac.com/investorinformation after completion of this conference call.

     It was with great pleasure and excitement that we, along with EMJ, announced last night that we have entered into a definitive merger agreement whereby Reliance will acquire EMJ for $13 per share, to be paid one-half in cash and one-half in stock, subject to a collar I will discuss later, in a transaction valued at approximately $934 million, including the assumption of EMJ’s net debt. The transaction will be immediately accretive to Reliance, even without consideration of any synergies, and is expected to be completed in the second quarter of 2006. This transaction represents an opportunity for us to enhance our already industry-leading financial results by combining with an

outstanding company that complements our reputation for excellence and our corporate culture. We have, for a long time, believed in the strong strategic merit in combining the two companies. We chose not to pursue a transaction earlier primarily because of EMJ’s previous capital structure.

     Upon completion of the acquisition, subject to obtaining the necessary approvals, the combined companies would have about 7,350 employees, approximately $3 billion in assets, a network of more than 140 facilities in 35 states and Canada, Belgium, and South Korea with increased product offerings being sold to a more diverse customer base. This transaction would result in a significant increase in our geographic, product and customer diversification, all of which have been guiding principles in our successful growth strategies. In particular, we would add a total of 39 facilities in the U.S. and Canada to our existing network, which would strengthen our presence in the Midwest, while providing us an entry into the New England and Canadian markets.

     On a pro forma basis, using the last 12 months data as of September 30^th of 2005, combined revenues would be approximately $5 billion and adjusted EBITDA would be an industry leading $557⁽¹⁾ million. We believe that together, Reliance and EMJ will be well positioned to continue to outperform our competitors and provide additional and more favorable opportunities to create sustainable growth and value for our shareholders.

     The Boards of Directors of Reliance and EMJ unanimously approved our acquisition of EMJ, which is subject to the approval of EMJ shareholders, registration of the Reliance stock consideration on a Registration Statement on Form S-4, and customary regulatory and third-party approvals. Both companies expect a smooth transition following the closing. Consistent with Reliance’s acquisition strategy, EMJ will continue to operate relatively independently, therefore, only limited operational integration will be necessary. We do expect, however, to realize some synergies through the integration of financial reporting and other administrative areas, enhanced metals sourcing, the removal of redundant public company costs and the sharing of best practices.

     There will be no changes to Reliance’s senior management or Board of Directors. EMJ’s existing management team will continue to run EMJ, except for EMJ’s CEO, Sandy Nelson, who will retire upon completion of the transaction, but will continue to be involved on a consultant basis during the post-closing transition period. EMJ’s financial results are already strong, and we have known and respected Neil McCaffery and the other officers of EMJ for many years, and believe they will continue to do an excellent job in the future.

     The agreement provides for a value to EMJ shareholders of $13 per share, consisting of 50% cash and 50% stock. To give both parties some protection in the event of a fluctuation in Reliance’s share price, there is also a symmetrical plus or minus 15% collar based on Reliance’s 20-day average trading price as of January 12^th of 2006. That price is $63.36. Each share of EMJ’s common stock will receive $6.50 in cash and $6.50 worth of shares in Reliance, subject to the collar. Depending on the average closing price of Reliance stock, during the 20-day period ending on the second day prior to the closing, we will issue between 4.5 million and 6.1 million shares. The shares will be registered and, for the most part, freely tradable.

     Kelso & Co., which, through affiliates, owns about 50% of EMJ’s shares, will receive between 2.2 and 3.0 million shares, or roughly 5.9% to 7.7% of the pro forma diluted shares outstanding at closing and will be subject to certain restrictions on the sale of Reliance stocks. We have agreed to provide Kelso & Co. with registration rights to provide them additional liquidity with respect to those shares. Additionally, Kelso and Co. has signed a voting agreement in support of the transaction.

     We determined that a 50% cash, 50% stock structure was attractive for this transaction because, one, EMJ wanted the stock portion of the transaction to be tax free for its shareholders; two, we wanted to keep an efficient and appropriate capital structure for the combined company; and three, we wanted to maintain flexibility and availability on our existing credit facility such that we would have capital available for future growth opportunities. The cash component of the purchase price, plus the transaction-related costs, the cash-out of certain EMJ stock options, and the refinancing of EMJ’s outstanding revolver balance at closing will be paid from our existing $600 million credit facility. On a pro forma basis, our net debt-to-total capital will be approximately 44%, which is a very comfortable level for us.

     That concludes our prepared remarks, and we’ll now open the call for questions. In that regard, please be advised that we are limited somewhat in what we are able to say, and we’re also limited in the amount of time that we’ve allotted for questions. So with that, we’ll go ahead and entertain any questions.

Regulation G Reconciliations

(1) EBITDA
	Reliance		EMJ
	12 Mos. Ended		12 Mos. Ended
	9/30/05		9/28/05		Combined
Income from continuing operations before income taxes	$	294,537	$	80,534	$	375,071
Interest expense		26,164		55,373		81,537
Depreciation and amortization expense		46,287		11,326		57,613
EBITDA		366,988		147,233		514,221
Adjustment for non-recurring Charges(1)		—		42,733		42,733
Adjusted EBITDA	$	366,988	$	189,966	$	556,954

⁽¹⁾ Charges related to the EMJ IPO and restructuring in April 2005.

Fact Sheet

Reliance Steel &Aluminum Co. – (NYSE: RS) metals service center company

http://www.rsac.com

Founded in 1939 in Los Angeles, CA

100+ locations in 31 states and Belgium and South Korea

Earle M. Jorgensen Company (NYSE: JOR) metals service center company

http://www.emjmetals.com

Founded in 1921 in Los Angeles, CA

39 locations in 23 states and Canada

	Reliance			EMJ			Combined
LTM1 Sales ($mm).	$	3,241		$	1,715		$	4,956
LTM1 EBITDA ($mm)	$	367		$	190	2	$	557	2
Locations		100	+		39			139	+
Employees		5,600			1,750			7,350
Customers		95,000			35,000
Products		90,000			25,000

1	Reported Sales and EBITDA for the 12 months ended 9/30/05 for Reliance and 9/28/05 for EMJ.
2	Adjusted for $42.7 million of non-recurring items.

Operator: Thank you. Ladies and gentlemen, the floor is now open for questions. (OPERATOR INSTRUCTIONS)

     Our first question is coming from Brett Levy. Sir, please state your affiliation, then pose your question.

Brett Levy: Yes, with Jeffries & Co. Congratulations on the transaction. Can you guys talk a little bit about synergies? There’s great technology, the On Time or a Dime Program and that sort of thing. Logistically and from a kind of overlapping basis, is there some sense as to sort of what the game plan will be in the first couple of years in terms of what you guys want to do? I know you don’t want to quite quantify it yet, but can you just talk sort of in a game plan sort of sense?

David Hannah: Well, I think first off we can say that the transaction is not one that’s driven by synergies, and none of our transactions typically are. Their business is different; their products are different to a great extent. They do a great job working within their structure, and we don’t have any current plans on changing that. So as I mentioned in my prepared comments, we do expect some synergies in the area of enhanced metals sourcing and best practices. I’m sure we can both learn certain things from each other, but that’s really – and Karla was just whispering in my ear here about the additional geographic coverage, which could lead to some synergistic savings also.

Karla Lewis: Yes, because they primarily are in areas where we are not located in the Midwest and the Northeast, and also because their products are different than ours. Even where we do have locations in the same geographic areas, we would not expect to be combining locations. We would expect to continue to run the company in the manner that it is today.

David Hannah: There’s very little overlap in our businesses, and as a result – and the way that Reliance runs our existing business is really by creating service centers that are more specialty centers, and they concentrate on more narrow product groups, and we’ve always felt that we can penetrate the markets better and provide better service and quality by doing it that way.

Brett Levy: All right. And, then, a more specific question as it relates to the Jorgensen 9.75% notes, is it your intention to leave those outstanding until their first call date? It seems like rather expensive financing in the long run for you, and can you talk a little bit about whether you’ve talked to the rating agencies or if there is any change as to what type of assets are guaranteeing these notes as a result of the transaction?

David Hannah: We’re anticipating no changes at this time with respect to those notes, but you’re right, there is a call date out in the middle of next year in 2007, but we’ll make a determination at that point in time, depending

upon the interest rate environment and what the other opportunities may be then, but right now our intent is to leave those in place.

Brett Levy: And with respect to the rating agencies?

Karla Lewis: We have not approached the rating agencies at this time.

Operator: Thank you. Our next question is coming from Frank Duneu. Sir, please state your affiliation and pose your question.

Frank Duneu: Hi, guys, just a couple of questions. Is there a break up fee or anything on this deal?

David Hannah: Yes, there is Frank. The break up fee is $20.5 million.

Frank Duneu: Okay. And do you have an estimate as to how long it’s going to take you to close this whole thing?

David Hannah: No. It’s kind of out of our hands at this point. After we file, it depends upon whether the SEC is going to review this. One way or another, we believe that we’ll close it during the second quarter. Whether that’s earlier in the quarter or later in the quarter is just unknown at this time.

Frank Duneu: That’s what I was looking for guys. Thanks.

Operator: Thank you. Our next question is coming from Tony Rizzuto. Sir, please state your affiliation and then pose your question.

Tony Rizzuto: Thank you very much. Affiliation is Bear Stearns. The combination and price look very attractive and I was wondering if you guys could talk a little bit more about synergy. I know you really don’t want to discuss that, but is it reasonable — you’ve obviously had a long track record of making acquisitions and in those acquisitions is it typical that you might realize maybe 2% say, perhaps, of revenues or the total value of the businesses as a good measure of synergies that you might achieve here? And the other question would be your thoughts on the industry complexion post transaction. Do you still see numerous opportunities for growth and how has your appetite for debt, maybe the willingness to take on more debt, maybe changed here?

David Hannah: Sure. With respect to the synergies, Tony, we really can’t say anymore. There has been no regular pattern on what we’ve experienced in the past. It really depended upon that particular transaction and the products they were in and the areas of the country that they operated in. So there’s really no pattern as to what we obtain in synergies. And typically most of

the value I think comes from the sharing of best practices and that happens over time. So we really can’t give you any more information on the synergies part.

     With respect to the acquisition environment post transaction we’ve said previously that the industry is still very active and there’s a lot of opportunities out there and I believe that that will still be the case. There will be one less opportunity for us out there than there was before this transaction, but there are still many opportunities, we believe, for us to continue to grow and prosper and we remain to be excited about that. And as I’d mentioned earlier, that’s why we wanted to have a capital structure post transaction that we were very comfortable with. Being levered at 44%, debt-to-total capital after the transaction is a very comfortable level for us and will provide us a good ability to continue to grow.

Tony Rizzuto: All right. Well, best of luck. It looks good. Thanks.

Operator: Thank you. Our next question is coming from Aldo Mazzaferro. Sir, please state your affiliation and then pose your question.

Aldo Mazzaferro: Hi, it’s Aldo from Goldman Sachs. I had a question on the potential impact on the book value. I know your Jorgensen’s equity line is very skinny because of the previous history of the structure of the company. I’m wondering what the impact on your equity line may be? Are you going to write up the assets to a level where it would generate more equity to you?

David Hannah: Karla can probably go ahead. Certainly our equity will go up by the value of the stock that we issue, and then in terms of the...

Karla Lewis: Yes, and we’ll have to follow the purchase accounting rules and report their assets at fair value, and that’s really about all we can say about it.

David Hannah: And we don’t know really about that. At this point in time we haven’t done appraisals or anything like that, so we don’t know what that write up might be.

Aldo Mazzaferro: But — okay, I follow that. And then in terms of the operations Dave, do you see a lot of problems in operating facilities that have bars and flats in the same facility or do you think that’s — you can overcome that?

Gregg Mollins: Those products go hand in hand with one another, so we don’t see any problems with those at all and Jorgensen has done well themselves with doing everything that they’re doing in the bar and tubing area, which is our their largest mix businesses, and we’ll just be keeping flat roll on the Reliance side. We have no intentions of introducing flat roll to the Jorgensen’s side at all.

Aldo Mazzaferro: I see. Okay. And then finally, any thoughts on the company-owned life insurance; is that something you like or?

David Hannah: It’s there and we’re comfortable with it and we expect that it will continue to just sit there and run its course. So it’s not a big item when you compare it to the size of the combined companies.

Aldo Mazzaferro: Right.

David Hannah: So, we’re comfortable with it.

Aldo Mazzaferro: Well, congratulations on buying an excellent company at an excellent price.

Operator: Thank you. Our next question is coming from Michael Willemse. Sir, please state your affiliation and then pose your question.

Michael Willemse: Hi guys. You might have mentioned this at first; I jumped on a little late. Has Kelso agreed to the transaction?

David Hannah: Yes. Both boards have unanimously approved the transaction.

Michael Willemse: Okay. And is there a shareholder vote — a percentage of shareholders to accept the deal? Does that include Kelso or is it just the shareholders excluding Kelso?

David Hannah: Oh no, it would include Kelso.

Michael Willemse: And what percentage does acceptance need to be for the deal to go through?

David Hannah: A majority.

Michael Willemse: Okay. And did you mention anticipated severance costs or is it just minimal because most of the management team will be intact anyway?

David Hannah: That is the case, yes. We anticipate no changes in the management team outside of the retirement of Sandy Nelson.

Michael Willemse: Right. Okay. Thank you very much.

Operator: Thank you. Our next question is coming from Joel Hirsh. Sir, please state your affiliation and pose your question.

Mark Parr: Yeah, hi. It’s Mark Parr with KeyBanc. I’m very intrigued with your comment around best practices seeing this is something that you’ve always done with acquisitions and given that at least on the surface it looks like some of Jorgensen’s operational practices are perhaps quite a bit different than maybe many in the industry do. Could you give us a little color on what you feel the opportunity is here for a sharing of best practices post transaction?

David Hannah: I don’t know that we have a great idea just yet as to what that will turn out to be, Mark. We do know that they are a little different in some of their practices, but that’s really driven by the types of products that they’re in as well. So if we were doing their products we would be doing things the same way that they do them because we think that’s the best way to do it. As to what we’ll learn from each other over time going forward, it’s really hard to predict and it would be certainly even more difficult to put some kind of value on that. But we know that there will be some things that we will learn.

Gregg Mollins: They have some handling equipment in their Schaumberg facility, which is their largest facility that, Mark, we do not have in other parts of our company or even if we do have, like we have a Kasto system in two of our locations at Siskin Steel, but they’re not as modern as the Jorgensen system, so there might be some things we can pick up there to improve our efficiencies.

Mark Parr: Okay, all right. I’ll just say anyway, congratulations on what looks like a great match and I look forward to a continued success and further acquisitions from you guys.

Operator: Once again, the floor is open for questions. (OPERATOR INSTRUCTIONS) Our next question is a follow up from Frank Duneu. Sir, please state restate your affiliation and pose your question.

Frank Duneu: Adage Capital. Was this an auction process or how did this all happen?

David Hannah: No, it was not an auction process. It really — we have known and grown up together with EMJ. Both companies were founded out here near Los Angeles. We’ve known and respected EMJ’s senior management for years and years. It’s longer than I’ve been in the business. We’ve also for a long time believed in the strong strategic merit of combining those two companies. And really prior to the IPO and the restructuring, we really couldn’t get our thinking beyond the capital structure that was in place so we didn’t pursue transactions previously, but EMJ’s IPO early last year helped streamline that ownership as to financial structure of the company. We just began, as I said earlier, we’ve known them and watched them and admired them for years and

years and after the IPO we just watched them maybe a little more closely. And then all of that resulted in us approaching them formally in September.

Frank Duneu: Okay. And I don’t know. I assume there’s no one from EMJ there?

David Hannah: There’s not.

Frank Duneu: I want to know why you’re getting such a good price and why I’m getting such a bad price?

David Hannah: I can’t comment on that.

Frank Duneu: Okay. Thank you.

David Hannah: We think it’s a good price.

Frank Duneu: I think it is too, for you.

Operator: Thank you. Our next question is a follow up from Tony Rizzuto. Please restate your affiliation and pose your question.

Tony Rizzuto: Yes, it’s Bear Stearns. Actually, it was a question that Frank was asking. I just wanted to basically ask a similar question. What was the motivation for JOR to sell at this time given that the price is only about 30% above the IPO, but no one is there really to respond to that from the other side?

David Hannah: You’d really have to ask them, Tony. I think that as those of you, like yourself, who know them probably know the answer to that question. But if you want their feeling on it you’ll have to talk to them.

Tony Rizzuto: I have some ideas, but. Okay, very good. I appreciate it.

David Hannah: Sure.

Tony Rizzuto: Thank you.

Operator: If there should be any remaining questions or comments, please press the numbers one, followed by four, on your touch-tone phones. Again, if there are any remaining questions or comments, please press the numbers one, followed by four, on your touch-tone phones.

     Thank you. Our next question is coming from Drew Figdor. Sir, please state your affiliation and pose your question.

Drew Figdor: Tiedemann and Co. I hopped on a little bit late. I guess did you lock up the Kelso shares and is there a fiduciary out if they get a higher bid?

David Hannah: Yes. And Yes.

Drew Figdor: So how would that work? You locked up their shares; if they get a higher bid, are they released from selling to you or do they irrevocably sell at the take out price to you?

David Hannah: They would be released from their obligation with us if there was a superior to proposal.

Drew Figdor: Okay. So if somebody else came in and made a higher offer, Kelso would be released from selling the position to you at the buy out price?

David Hannah: Yes. That’s correct.

Drew Figdor: Okay. Thank you very much, all right.

Operator: Once again, if there should be any remaining questions or comments,(OPERATOR INSTRUCTIONS). I’m showing no further questions in the queue at this time. Did you have any closing comments?

David Hannah: Well, great. No, just to reiterate again that we are very, very excited about joining with EMJ, and again, we have admired them for years and years and we’re excited about working with their management team. Thank you very much.

Operator: Thank you gentlemen. Ladies and gentlemen, that does conclude today’s teleconference. You may disconnect your phone lines at this time and enjoy the rest of your day. We thank you for your participation.