EXHIBIT 4.3
AMENDMENT NO. 1
TO
CREDIT AND SECURITY AGREEMENT
DATED AS OF JUNE 28, 2001
This AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT, made as of
August __, 2002 (this "Amendment"), among OLYMPIC STEEL, INC. (the "Borrower"),
the LENDERS which are signatories hereto (the "Lenders"), and NATIONAL CITY
COMMERCIAL FINANCE, INC., as Administrative Agent for the Lenders (the
"Administrative Agent"),
WITNESSETH:
WHEREAS, the Borrower has been extended certain financial
accommodations pursuant to that certain Credit and Security Agreement, dated as
of June 28, 2001, (as amended to the date hereof, the "Credit Agreement"), among
the Borrower, OLYMPIC STEEL LAFAYETTE, INC., OLYMPIC STEEL MINNEAPOLIS, INC.,
OLYMPIC STEEL IOWA, INC. OLY STEEL WELDING, INC., OLYMPIC STEEL RECEIVABLES
L.L.C., (collectively, the "Subsidiary Guarantors"), Lenders, the Administrative
Agent, NATIONAL CITY BANK, as Lead Arranger and Designated Letter of Credit
Issuer, and CITICORP USA, INC., as Syndication Agent;
WHEREAS, the parties desire to amend certain provisions of the Credit
Agreement as set forth herein and the Lenders which are signatories hereto
constitute the "Required Lenders" and the "Required Term B Lenders" for the
purposes of amending the Credit Agreement pursuant to Section 15.1 thereof;
NOW THEREFORE, in consideration of the mutual promises and agreements
contained herein and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Borrower, the Lenders, and the
Administrative Agent do hereby agree as follows:
Section 1 DEFINED TERMS.
Each defined term used herein and not otherwise defined herein
shall have the meaning ascribed to such term in the Credit Agreement.
Section 2 AMENDMENTS TO THE CREDIT AGREEMENT.
2.1 AMENDMENT TO SECTION 2.5(c). Section 2.5(c) of the Credit
Agreement is hereby amended to read as follows:
2.5(c) NON-AMORTIZATION; MATURITY OF TERM B LOANS.
The Term B Loan of each Term B Lender shall be a
non-amortizing term loan which, subject to mandatory repayment pursuant
to Sections 2.9(d)(i) and 2.9(d)(ii) hereof, shall not be prepaid until
the Term B Loan Maturity Date unless and until all other Secured
Obligations hereunder have been paid in full, the LC Exposure of the
Revolving Credit Lenders hereunder has been terminated or cash
collateralized pursuant to the terms of this Agreement, and the
Commitments of the Lenders and the Designated Letter of Credit Issuer
hereunder have been terminated. Notwithstanding the foregoing, on or
before August 30, 2002, the Borrower may prepay Ten Million Dollars
($10,000,000) of the outstanding Term B Loans held by the Term B
Lenders in
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permanent reduction thereof.
2.2 AMENDMENT TO SECTIONS 2.9(a). Section 2.9(a) of the Credit
Agreement is hereby amended to read as follows:
(a) SCHEDULED REPAYMENT.
The Borrower shall repay to the Administrative Agent,
in immediately available funds, in Dollars, for the account of the
Revolving Credit Lenders the outstanding principal amount of the
aggregate Revolving Credit Loans on the Revolving Credit Termination
Date; PROVIDED, HOWEVER, Collections, Remittances of Net Cash Proceeds
and Intercompany Payments deposited into the Cash Concentration Account
will be applied to the Revolving Credit Loans and Term B Loans on an
ongoing basis in accordance with Section 5.3 and; PROVIDED, FURTHER
that any outstanding Permitted Special Advances shall be prepaid on or
before the thirtieth (30th) day after the Administrative Agent has
advanced such Permitted Special Advances. Reimbursements of drawings on
Letters of Credit shall be made, in Dollars, in immediately available
funds. The Borrower shall repay to the Administrative Agent for the
account of the Term B Lenders the Term B Loans in accordance with
Section 2.5(c) of this Agreement in Dollars in immediately available
funds on the Term B Loan Maturity Date. So long as no Event of Default
has occurred or would occur by reason of such borrowing, the Borrower
may use proceeds of the Revolving Credit Loans to prepay Ten Million
Dollars ($10,000,000) of the outstanding Term B Loans in accordance
with Section 2.5(c) of this Agreement. Except as expressly permitted in
the foregoing sentence, in no circumstances shall Term B Loans be
payable out of the proceeds of Revolving Credit Loans. Reimbursements
of drawings on Letters of Credit shall be made, in Dollars, in
immediately available funds.
Section 3 REPRESENTATIONS AND WARRANTIES.
The Borrower hereby represents and warrants to the Lenders, the
Administrative Agent, and the Letter of Credit Issuer as follows:
3.1 THE AMENDMENT. This Amendment has been duly and validly
executed by an authorized executive officer of the Borrower and constitutes the
legal, valid and binding obligation of the Borrower enforceable against the
Borrower in accordance with its terms. The Credit Agreement, as amended by this
Amendment, remains in full force and effect and remains the valid and binding
obligation of the Borrower enforceable against the Borrower in accordance with
its terms. The Borrower hereby ratifies and confirms the Credit Agreement as
amended by this Amendment.
3.2 NONWAIVER. The execution, delivery, performance and
effectiveness of this Amendment shall not operate nor be deemed to be nor
construed as a waiver (i) of any right, power or remedy of the Lenders, the
Administrative Agent or the Letter of Credit Issuer under the Credit Agreement
or any other Loan Document, or (ii) of any term, provision, representation,
warranty or covenant contained in the Credit Agreement or any other
documentation executed in connection therewith. Further, none of the provisions
of this Amendment shall constitute, be deemed to be or construed as, a waiver of
any Potential Default or Event of Default under the Credit Agreement as amended
by this Amendment.
3.3 REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT. Upon the
effectiveness of this Amendment, each reference in the Credit Agreement amended
hereby to "this Agreement," "hereunder," "hereof," "herein," or words of like
import shall mean and be a reference to the Credit Agreement, as amended by the
prior amendments thereto and this Amendment and each reference to the
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Credit Agreement in any other document, instrument or agreement executed and/or
delivered in connection with the Credit Agreement shall mean and be a reference
to the Credit Agreement, as amended by the prior amendments thereto and this
Amendment.
Section 4 CONDITIONS TO EFFECTIVENESS.
This Amendment shall become effective as of the date and time at which
each of the following conditions precedent shall have been fulfilled:
4.1 AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT. The
Administrative Agent shall have received from the Borrower and such requisite
number of Lenders as constitute Required Lenders and Required Term B Lenders
(each as defined in the Credit Agreement) an original counterpart of this
Amendment No. 1 to Credit and Security Agreement, executed and delivered by a
duly authorized officer of the Borrower or each such Lender, as the case may be.
4.2 ACKNOWLEDGMENT OF GUARANTORS. The Administrative Agent shall
have received the Acknowledgment of Guarantors, attached hereto, executed and
delivered by a duly authorized officer of each of the Guarantors.
4.3 CREDIT AGREEMENT CONDITIONS. Each of the conditions set forth
in Section 3.2 of the Credit Agreement shall have been satisfied, as determined
by the Administrative Agent, in its sole discretion, as of the effective time of
this Amendment.
Section 5 MISCELLANEOUS.
5.1 GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of Ohio with out giving
effect to the conflict of laws rules thereof.
5.2 SEVERABILITY. In the event any provision of this Amendment
should be invalid, the validity of the other provisions hereof and of the Credit
Agreement shall not be affected thereby.
5.3 COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which, when taken together, shall constitute but one and
the same agreement.
IN WITNESS WHEREOF, the Borrower has caused this Amendment No. 1
to Credit and Security Agreement to be duly executed by their respective
officers or agents thereunto duly authorized as of the date first written above.
OLYMPIC STEEL, INC.
By: ____________________________________
Name: ___________________________________
Title: __________________________________
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NATIONAL CITY COMMERCIAL FINANCE,
INC., as Administrative Agent
By: ____________________________________
Name: ___________________________________
Title: __________________________________
NATIONAL CITY COMMERCIAL FINANCE,
INC., as a Lender and the Term B Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
CITICORP USA, INC., as a Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
COMERICA BANK, as a Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
GMAC BUSINESS CREDIT, LLC as a Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
XXXXXX FINANCIAL, INC., as a Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
FLEET CAPITAL CORPORATION, as a Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
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ACKNOWLEDGMENT OF SUBSIDIARY GUARANTORS
Each of the undersigned consents and agrees to and acknowledges the
terms of the foregoing Amendment No. 1 to Credit and Security Agreement. Each of
the undersigned further agrees that the obligations of each of the undersigned
pursuant to the Credit and Security Agreement and any other Loan Document to
which any of the undersigned is a party shall remain in full force and effect
and be unaffected hereby.
OLYMPIC STEEL LAFAYETTE, INC.,
as a Subsidiary Guarantor
By: ___________________________________________
Name: _________________________________________
Title: ________________________________________
OLYMPIC STEEL MINNEAPOLIS, INC.,
as a Subsidiary Guarantor
By: ___________________________________________
Name: _________________________________________
Title: ________________________________________
OLYMPIC STEEL IOWA, INC.,
as a Subsidiary Guarantor
By: ___________________________________________
Name: _________________________________________
Title: ________________________________________
OLY STEEL WELDING, INC.,
as a Subsidiary Guarantor
By: ___________________________________________
Name: _________________________________________
Title: ________________________________________
OLYMPIC STEEL RECEIVABLES LLC,
as a Subsidiary Guarantor
By: ___________________________________________
Name: _________________________________________
Title: ________________________________________
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