EXHIBIT 4.5
AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT dated as of December 26, 2003, 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 and Standard
Federal Bank N.A., 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 (as defined in the Credit Agreement) and Agent
desire to amend the Credit Agreement as set forth below.
NOW THEREFORE, the parties agree as follows:
1. Section 8.7(i) is amended to read in its entirety as follows:
"(i) additional Investments in or to G.S.P. LLC and/or OLP LLC made
after the date hereof, in addition to those identified on Schedule 8.7
annexed hereto not to exceed $2,000,000 in aggregate amount at any time
outstanding (excluding the Investments so identified on Schedule 8.7);"
2. Except as expressly modified hereby, all the terms and conditions of
the Credit Agreement shall remain in full force and effect.
3. 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 7.1 of the Credit Agreement; and
(d) no Default or Event of Default has occurred and is continuing as of the date
hereof.
4. Capitalized terms used but not defined herein shall have the meaning
set forth in the Credit Agreement.
5. This Amendment may be signed in counterparts.
6. 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
Majority Banks, and the Guarantors; and
(b) Company shall have paid to the Agent for the benefit of
the Banks the fee referred to in Section 7, below.
7. Company agrees to pay to the Agent, for the account of each Bank
executing this Amendment on or before December 26, 2003, a non-refundable
amendment fee in amount equal to the product of (a) 25 basis points (.25%) and
(b) the sum of such Bank's Revolving Credit Percentage of the Revolving Credit
Aggregate Commitment and Term Loan Percentage of $37,966,666 (the current
outstanding principal balance of Term Loan A and Term Loan B).
WITNESS the due execution hereof as of the day and year first above
written.
COMERICA BANK, OLYMPIC STEEL, INC.
as Agent
By: /s/ By: /s/
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Its: Its:
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SWING LINE BANK: COMERICA BANK
By: /s/
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Its:
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ISSUING BANK: COMERICA BANK
By: /s/
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Its:
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BANKS: COMERICA BANK
By: /s/
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Its:
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STANDARD FEDERAL BANK N.A.
By: /s/
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Its:
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FIFTH THIRD BANK
By: /s/
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Its:
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FLEET CAPITAL CORPORATION
By: /s/
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Its:
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KEYBANK NATIONAL ASSOCIATION
By: /s/
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Its:
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