EXHIBIT 4.9
AMENDMENT NO. 7 TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT dated as of August 26, 2004, by and among the financial
institutions whose signatures appear below (individually a "Bank," collectively
the "Banks"), Comerica Bank, as Administrative Agent for the Banks (in such
capacity, "Agent"), and Olympic Steel, Inc., an Ohio corporation (the
"Company").
RECITALS:
A. Company, Agent and Comerica Bank, Fifth Third Bank, Standard Federal
Bank N.A., Bank of America (successor by merger to Fleet Capital Corporation)
and KeyBank National Association are parties to that certain Amended and
Restated Credit Agreement dated as of December 30, 2002, as previously amended
("Credit Agreement").
B. Company, the Banks and Agent desire to amend the Credit Agreement as
set forth below.
NOW THEREFORE, the parties agree as follows:
1 The definitions of "Letter of Credit Maximum Amount" and "Revolving
Credit Aggregate Commitment" set forth in Section 1.1 of the Credit Agreement
are amended to read as follows:
"'Letter of Credit Maximum Amount' shall mean Twenty Five Million
Dollars ($25,000,000).
'Revolving Credit Aggregate Commitment' shall mean One Hundred Ten
Million Dollars ($110,000,000) subject to reduction or termination
under Section 2.13, 2.14 or 9.2 hereof."
2. Schedule 1.2 of the Agreement is amended to read in the form annexed
hereto.
3. The Obligations, as increased by this Amendment, continue to be
secured by the liens on and security interest in the Collateral under terms of
the Collateral Documents.
4. Company agrees to pay to the Agent upon execution of this Amendment,
for the account of the Banks executing this Amendment, on a pro rate basis for
all such executing Banks, a non-refundable amendment fee equal to $50,000.
5. Except as expressly modified hereby, all the terms and conditions of
the Credit Agreement shall remain in full force and effect.
6. Company hereby represents and warrants that, after giving effect to
the amendments contained herein, (a) execution, delivery and performance of this
Amendment and any other documents and instruments required under this Amendment
or the Credit Agreement are within its corporate powers, have been duly
authorized, are not in contravention of law or the terms of its Articles of
Incorporation or Bylaws, and do not require the consent or approval of any
governmental body, agency, or authority; and this Amendment and any other
documents and instruments required under this Amendment or the Credit Agreement,
will be valid and binding in accordance with their terms; (b) the continuing
representations and warranties made by Company set forth in Sections 6.1 through
6.19 and 6.21 through 6.24 of the Credit Agreement are true and correct on and
as of the date hereof with the same force and effect as if made on and as of the
date hereof; (c) the continuing representations and warranties of Company set
forth in Section 6.20 of the Credit Agreement are true and correct as of the
date hereof with respect to the most recent financial statements furnished to
the Bank by Company in accordance with Section 7.1of the Credit Agreement; and
(d) no Default or Event of Default has occurred and is continuing as of the date
hereof.
7. Capitalized terms used but not defined herein shall have the meaning
set forth in the Credit Agreement.
8. This Amendment may be signed in counterparts.
9. This Amendment shall become effective (according to the terms and as
of the date hereof) upon satisfaction by Company of the following conditions:
(a) Agent shall have received counterpart originals of
this Amendment, in each case duly executed and delivered by Company,
the Agent, the Banks, and the Guarantors and originals of the Loan
Documents identified on the Closing Agenda annexed hereto duly executed
by the parties thereto and, where applicable, in recordable form; and
(b) Company shall have paid to the Agent for the benefit
of the Banks the fee required in Paragraph 4, above.
WITNESS the due execution hereof as of the day and year first above
written.
COMERICA BANK, OLYMPIC STEEL, INC.
as Agent
By: By:
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Its: Its:
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SWING LINE BANK: COMERICA BANK
By:
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Its:
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ISSUING BANK: COMERICA BANK
By:
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Its:
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BANKS: COMERICA BANK
By:
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Its:
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STANDARD FEDERAL BANK N.A.
By:
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Its:
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FIFTH THIRD BANK
By:
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Its:
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BANK OF AMERICA, SUCCESSOR BY MERGER TO FLEET CAPITAL CORPORATION
By:
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Its:
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KEYBANK NATIONAL ASSOCIATION
By:
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Its:
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Acknowledged by the undersigned Guarantor as of August 26, 2004.
GUARANTORS:
OLYMPIC STEEL LAFAYETTE, INC.
By:
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Its:
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OLYMPIC STEEL MINNEAPOLIS, INC.
By:
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Its:
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OLYMPIC STEEL IOWA, INC.
By:
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Its:
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OLY STEEL WELDING, INC.
By:
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Its:
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OLYMPIC STEEL RECEIVABLES, L.L.C.
By:--------------------------------------------------------
Its:--------------------------------------------------------
