AMENDMENT NO. 12 TO AMENDED AND RESTATED CREDIT AGREEMENT
EXHIBIT 4.14
AMENDMENT NO. 12 TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT dated as of September 29, 2006, 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, LaSalle Bank Midwest National
Association (fka Standard Federal Bank N.A.), Bank of America, N.A., (as assignee of Banc of
America Leasing & Capital, LLC, successor 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. Recently, Company acquired three (3) new Subsidiaries: Oly Steel NC, Inc., Xxxxxxx
Group-PS&W, Inc. and G.S.P., LLC.
C. Company, the Banks and Agent desire to amend the Credit Agreement as set forth below.
NOW THEREFORE, the parties agree as follows:
1. The definition of “Revolving Credit Aggregate Commitment” set forth in Section 1.1 of the
Credit Agreement is amended to read as follows:
“Revolving Credit Aggregate Commitment” shall mean (i) from September 26, 2006 through March
30, 2007, One Hundred Thirty Million Dollars ($130,000,000) and (ii) commencing March 31,
2007 and thereafter, One Hundred Ten Million Dollars ($110,000,000), in either case, subject
to any increase in the Revolving Credit Aggregate Commitment pursuant to Section 2.17 of
this Agreement, by an amount not to exceed the Revolving Credit Optional Increase, and
subject to reduction or termination under Section 2.13, 2.14 or 9.2 hereof.”
2. On March 31, 2007, Company shall repay the indebtedness outstanding under the Revolving
Credit Notes to the extent such indebtedness exceeds One Hundred Ten Million Dollars
($110,000,000).
3. Each Bank’s Revolving Credit Percentage and allocation of the Revolving Credit are as set
forth in Schedule 1.2, which was last amended in Amendment No. 9 to Amended and Restated Credit
Agreement dated March 431, 2005 among Agent, Banks and Company.
4. Schedules 5.2, 5.3(b), 5.3(c), 5.3(e), 6.16, 6.19 and 6.24 to the Credit Agreement are
replaced with the Schedules attached hereto.
5. The requirements set forth in Sections 7.17(a) and 7.17(c) of the Credit Agreement shall
not apply to G.S.P., LLC, a wholly-owned Subsidiary of Company, it being the
agreement of the Banks, the Agent and the Company that G.S.P., LLC shall not be a guarantor of
the Obligations and that the assets of G.S.P., LLC shall not be pledged as collateral security for
the Obligations. Company shall, within sixty (60) days of this Amendment, comply with the
provisions of Section 7.17 (c) with respect to any real property owned or leased by Oly Steel NC,
Inc. or Xxxxxxx Group-PS&W, Inc., including without limitation, the real property commonly known as
0000 Xxxx Xxxxx Xxxx, Xxxxx Xxxx, Xxxxx Xxxxxxxx 00000.
6. Company shall, within thirty (30) days of this Amendment, deliver to Agent opinions of
counsel to the Loan Parties, covering such matters as reasonably required by and otherwise
reasonably satisfactory in form and substance to the Agent and each of the Banks.
7. Except as expressly modified hereby, all the terms and conditions of the Credit Agreement
shall remain in full force and effect.
8. 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.
9. Capitalized terms used but not defined herein shall have the meaning set forth in the
Credit Agreement.
10. This Amendment may be signed in counterparts.
11. 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.
WITNESS the due execution hereof as of the day and year first above written.
| COMERICA BANK, | OLYMPIC STEEL, INC. | |||||||||
| as Agent | ||||||||||
By:
|
By: | |||||||||
Its:
|
Vice President | Its: | ||||||||
| SWING LINE BANK: | COMERICA BANK | |||||||||
| By: | ||||||||||
| Xxxx X. Xxxxxx | ||||||||||
| Its: | Vice President | |||||||||
| ISSUING BANK: | COMERICA BANK | |||||||||
| By: | ||||||||||
| Xxxx X. Xxxxxx | ||||||||||
| Its: | Vice President | |||||||||
| BANKS: | COMERICA BANK | |||||
| By: | ||||||
| Xxxx X. Xxxxxx | ||||||
| Its: | Vice President | |||||
| LASALLE BANK MIDWEST NATIONAL ASSOCIATION | ||||||
| By: | ||||||
| Its: | ||||||
| FIFTH THIRD BANK | ||||||
| By: | ||||||
| Its: | ||||||
| BANK OF AMERICA, N.A. | ||||||
| By: | ||||||
| Its: | ||||||
| KEYBANK NATIONAL ASSOCIATION | ||||||
| By: | ||||||
| Its: | ||||||
Acknowledged by the undersigned Guarantors as of September 29, 2006.
| GUARANTORS: | ||||||
| OLYMPIC STEEL LAFAYETTE, INC. | ||||||
| By: | ||||||
| Its: | ||||||
| OLYMPIC STEEL MINNEAPOLIS, INC. | ||||||
| By: | ||||||
| Its: | ||||||
| OLYMPIC STEEL IOWA, INC. | ||||||
| By: | ||||||
| Its: | ||||||
| OLY STEEL WELDING, INC. | ||||||
| By: | ||||||
| Its: | ||||||
| OLYMPIC STEEL RECEIVABLES, L.L.C. | ||||||
| By: | ||||||
| Its: | ||||||
