EXHIBIT 4.4
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT
This Amendment dated as of June 30, 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 7.20 (c) of the Credit Agreement is amended to read as
follows:
"(c) Until directed otherwise by the Agent in accordance with the terms
of Section III (b) of the Amended and Restated Security Agreement,
cause all collected funds held in the Standard Federal Account (as
defined on Schedule 5.3(f)) to be electronically transferred each day
by such Standard Federal Bank N.A. to Fifth Third Bank for deposit to
Company's depository account at Fifth Third Bank; and"
2. Schedule 5.3(f) of the Credit Agreement is amended to read as in the
form of Schedule 5.3(f) annexed hereto.
3. Except as expressly modified hereby, all the terms and conditions of
the Credit Agreement shall remain in full force and effect.
4. 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.
5. Capitalized terms used but not defined herein shall have the meaning
set forth in the Credit Agreement.
6. This Amended may be signed in counterparts.
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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SCHEDULE 5.3(f)
LOCKBOX ARRANGEMENTS
1. Two (2) lockbox and depository account arrangements with Fifth Third
for Olympic Steel, Inc. (Account #99974269) ("Fifth Third Account").
2. One (1) lockbox and depository account arrangement with Standard
Federal Bank N.A. for Olympic Steel Inc. (Account #105457222)
("Standard Federal Account").