Amendment No. 11 to Amended and Restated Credit Agreement

 

EXHIBIT 4.13
AMENDMENT NO. 11 TO
     THISAMENDMENT dated as of April 26, 2006, by and among the financial institutions whosesignatures appear below (individually a “Bank,” collectively the “Banks”), Comerica Bank, asAdministrative Agent for the Banks (in such capacity, “Agent”), and Olympic Steel, Inc., an Ohiocorporation (the “Company”).
     RECITALS:
     A. Company, Agent and Comerica Bank, Fifth Third Bank, LaSalle Bank Midwest NationalAssociation (fka Standard Federal Bank N.A.), Bank of America, N.A., (as assignee of Banc ofAmerica Leasing & Capital, LLC, successor to Fleet Capital Corporation) and KeyBank NationalAssociation are parties to that certain dated as of December30, 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 definition of “Revolving Credit Maturity Date” set forth in Section 1.1 of the CreditAgreement is amended to read as follows:
“‘Revolving Credit Maturity Date’ shall mean the earlier to occur of (i) December 15, 2009,as such date may be extended pursuant to Section 2.16 hereof and (ii) the date on which theRevolving Credit Aggregate Commitment shall terminate in accordance of the provisions ofthis Agreement.”
2. The following definition is added to Section 1.1 of the Credit Agreement:
“‘Joint Venture’ shall mean a corporation, association, joint stock company, business trust,limited liability company or any other business entity of which not more than fifty percent(50%) of the outstanding voting stock, share capital, membership or other interests, as thecase may be, is owned either directly or indirectly by any Person or one or more of itsSubsidiaries. Unless otherwise specified to the contrary herein or the context otherwiserequires, Joint Venture shall refer to each Person which is a Joint Venture of the Company,and the Joint Ventures of Company include, as of the date hereof, OLP, LLC and GSP, LLC.
3. Section 8.6 of the Credit Agreement is amended to read as follows:
“8.6 Limitation on Capital Expenditures. Make or commit to make (by way of theacquisition of securities of a Person or otherwise) any expenditure in respect of thepurchase or other acquisition of fixed or capital assets (excluding any such asset acquiredin connection with normal replacement and maintenance programs properly charged to currentoperations) except Capital Expenditures which shall not exceed Twenty Five Million Dollars($25,000,000) during any fiscal year of Company.”

 


 

     4. Section 8.7(i) of the Credit Agreement is amended to read in its entirety as follows:
“(i) (A) $2,500,000 in aggregate Investments in or to G.S.P. LLC and/or OLP LLC made afterDecember 30, 2002, and before March 1, 2006 and (B) Investments in or to G.S.P. LLC and/orOLP LLC, and any other Joint Venture engaged in a line of business which is compatible with,or complimentary to, the business of Company or any of its Subsidiaries which are made afterMarch 1, 2006, not to exceed $10,000,000 in the aggregate. For purposes of this Section8.7(i) only, the aggregate principal amount paid on or after March 1, 2006 by Company and/orits Subsidiaries under the Guarantee Obligations permitted under Section 8.3(e) of thisAgreement shall be deemed Investments;”
     5. Company represents and warrants that the aggregate Investments in or to OLP, LLC and/orGSP, LLC made by Company and/or any of its Subsidiaries after December 30, 2002 but before March 1,2006 is $2,500,000.
     6. Except as expressly modified hereby, all the terms and conditions of the Credit Agreementshall remain in full force and effect.
     7. Company hereby represents and warrants that, after giving effect to the amendmentscontained herein, (a) execution, delivery and performance of this Amendment and any other documentsand instruments required under this Amendment or the Credit Agreement are within its corporatepowers, have been duly authorized, are not in contravention of law or the terms of its Articles ofIncorporation 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 underthis 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 through6.19 and 6.21 through 6.24 of the Credit Agreement are true and correct on and as of the datehereof with the same force and effect as if made on and as of the date hereof; (c) the continuingrepresentations and warranties of Company set forth in Section 6.20 of the Credit Agreement aretrue and correct as of the date hereof with respect to the most recent financial statementsfurnished to the Bank by Company in accordance with Section 7.1of the Credit Agreement; and (d) noDefault or Event of Default has occurred and is continuing as of the date hereof.
     8. Capitalized terms used but not defined herein shall have the meaning set forth in theCredit Agreement.
     9. This Amendment may be signed in counterparts.
     10. 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 eachcase duly executed and delivered by Company, the Agent, the Banks, and theGuarantors and originals of the Loan Documents identified on the Closing Agendaannexed hereto duly executed by the parties thereto and, where applicable, inrecordable form.

2


 

     WITNESS the due execution hereof as of the day and year first above written.
                 
COMERICA BANK,
as Agent
      OLYMPIC STEEL, INC.
 
               
By:
          By:    
 
               
 
       John E. Spidel            
Its:
       Vice President       Its:    
 
               
 
               
SWING LINE BANK:       COMERICA BANK
 
               
 
          By:    
 
               
 
                   John E. Spidel
 
          Its:        Vice President
 
               
ISSUING BANK:       COMERICA BANK
 
               
 
          By:    
 
               
 
                   John E. Spidel
 
          Its:        Vice President

3


 

             
BANKS:   COMERICA BANK    
 
           
 
  By:        
 
           
 
           John E. Spidel    
 
  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:        
 
           

4


 

     Acknowledgedby the undersigned Guarantors as of April 26, 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:        
 
           

5