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Exhibit 4.8
SECOND AMENDMENT
TO
RECEIVABLES PURCHASE AGREEMENT
This Second Amendment to Receivables Purchase Agreement, dated as of
July 14, 1997 (this "AMENDMENT"), is among OLYMPIC STEEL RECEIVABLES L.L.C., a
Delaware limited liability company, as seller (the "SELLER"), OLYMPIC STEEL
RECEIVABLES, INC., a Delaware corporation, as managing member (the "MANAGING
MEMBER"), OLYMPIC STEEL, INC., an Ohio Corporation ("OLYMPIC") as initial
servicer (the "MASTER SERVICER"), CLIPPER RECEIVABLES CORPORATION, a Delaware
corporation ("PURCHASER"), STATE STREET CAPITAL CORPORATION, a Massachusetts
corporation ("STATE STREET CAPITAL") as administrator (the "ADMINISTRATOR") for
the Purchaser, and NATIONAL CITY BANK, a national bank ("NCB") as a referral
agent for Purchaser (the "RELATIONSHIP BANK"). Unless the context otherwise
requires, all capitalized terms not defined herein shall have the meaning
ascribed to such terms in Appendix A to the Receivables Purchase Agreement.
R E C I T A L S
1. Each of the parties hereto is party to that certain Receivables
Purchase Agreement, dated as of December 19, 1995 (as the same may from time to
time be amended or otherwise modified, the "RECEIVABLES PURCHASE AGREEMENT")
executed and delivered in connection with a securitization transaction to which
the Seller, Managing Member, Olympic, Purchaser, State Street Capital and NCB,
are parties.
2. Each of the parties to the Receivables Purchase Agreement desire to
amend certain provisions therein to (i) increase the Purchase Limit from
$65,000,000 to $70,000,000, (ii) extend the scheduled Termination Date from
December 19, 1998 to July 31, 2000 and (iii) amend certain financial covenants
therein to conform to those covenants in certain credit facilities provided to
Olympic.
NOW THEREFORE, the parties agree that the Receivables Purchase
Agreement shall be amended on the terms herein provided:
SECTION 1 AMENDMENTS. The following amendments to the Receivables
Purchase Agreement shall be effective upon satisfaction of the conditions in
SECTION 3 of this Amendment.
SECTION 1.1 AMENDMENT TO SECTION 1.01. The reference to
$65,000,000 in Section 1.01(a)(1) is hereby replaced with
"$70,000,000."
SECTION 1.2 AMENDMENTS TO APPENDIX A: DEFINITIONS.
TERMINATION DATE. In Appendix A to the Receivables Purchase
Agreement, clause (c) of the definition of "Termination
Date" is hereby amended by replacing the reference to
December 19, 1998 with July 31, 2000.
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SECTION 1.3 AMENDMENTS TO FINANCIAL COVENANTS.
Section 7.05 is hereby amended and replaced in its entirety with the
following:
"SECTION 7.05. FINANCIAL COVENANTS. From the date hereof
until the Final Payout Date, Olympic will:
(a) NET WORTH. On a consolidated basis, Olympic will not
suffer or permit the sum of its Net Worth at any time to be
less than the then required minimum amount in effect at the
time in question. The required minimum amount shall be one
hundred and twenty-two million dollars ($122,000,000) from
December 31, 1996 until December 31, 1997 and shall be
permanently increased on December 31, 1997 and on each
December 31 thereafter by an amount equal to seventy-five
percent (75%) of Olympic's consolidated net income, if any,
for the fiscal year then ending. In the event Olympic
sustains a net loss for any fiscal year, such increase shall
be zero.
(b) LEVERAGE. On a consolidated statement basis, Olympic
will not suffer or permit its Liabilities-to-Worth Ratio at
any time to exceed two and one-half to one (2.5 to 1).
(c) PRETAX INTEREST COVERAGE. On a consolidated statement
basis, Olympic will not, as at the end of any fiscal quarter
during any fiscal year of Olympic (commencing with the
present year), suffer or permit its EBIT-to-Interest Ratio
to be less than two and one-half to one (2.5 to 1)."
SECTION 2 REPRESENTATIONS AND WARRANTIES. Olympic, Managing Member and
Seller hereby represent to Purchaser, State Street Capital and NCB that:
(a) The execution and delivery by them of this Amendment and the
performance of their obligations under the Receivables Purchase
Agreement as amended by this Amendment (as amended, the "AMENDED
AGREEMENT"), are within their corporate powers, have been duly
authorized by all necessary corporate action, have received all
necessary governmental and other consents and approvals (if any shall
be required) and do not and will not contravene or conflict with, or
create a lien under, (i) any provision of law, (ii) their constituent
documents, (iii) any court or administrative decree applicable to
them, or (iv) any contractual restriction binding upon them or their
property.
(b) The representations and warranties of Article VI of the
Receivables Purchase Agreement are true and correct as of the date of
their execution and delivery of this Amendment and after giving effect
hereto.
(c) This Amendment has been duly executed and delivered by them, and
the Amended Agreement is their legal, valid and binding obligation,
enforceable against them in accordance with its terms.
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(d) After giving effect to this Amendment, no Liquidation Event or
Unmatured Liquidation Event shall have occurred and be continuing.
SECTION 3 CONDITIONS TO EFFECTIVENESS. This Amendment shall be effective as
of August 5, 1997 when the following conditions shall have been satisfied (the
"Condition Satisfaction Date"):
SECTION 3.1 DELIVERY OF COUNTERPARTS. The Administrator shall have
received (by facsimile or otherwise) counterparts of this Amendment or
the signature pages hereto, executed by each of Seller, Managing
Member, Olympic, Purchaser, State Street Capital and NCB.
SECTION 3.2 OTHER CONDITIONS. (a) The Administrator shall have
received the favorable opinion of Kahn, Kleinman, Yanowitz & Arnson &
Co., L.P.A. in a form reasonably acceptable to each of the
Administrator, NCB, State Street Capital and its respective counsel.
(b) Olympic shall have made arrangements satisfactory to
the Administrator for the payment of any agreed upon
fees and expenses related to this Amendment.
SECTION 4 MISCELLANEOUS PROVISIONS.
SECTION 4.1 REAFFIRMATION. As hereby amended, the Receivables Purchase
Agreement is hereby ratified and reaffirmed by Seller, Managing
Member, Olympic, Purchaser, State Street Capital and NCB and Olympic
hereby ratifies and confirms its guaranty as set forth in Section 12.1
of the Purchase and Sale Agreement after giving effect to this
Amendment.
SECTION 4.2 CAPTIONS. The various captions in this Amendment are
included for convenience only and shall not affect the meaning or
interpretation of any provision of this Amendment.
SECTION 4.3 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK.
SECTION 4.4 EXECUTION IN COUNTERPARTS. This Amendment may be executed
in any number of counterparts and by the different parties hereto in
separate counterparts, each of which when so executed shall be deemed
to be an original and all of which when taken together shall
constitute one and the same Amendment.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
OLYMPIC STEEL RECEIVABLES L.L.C.,
as Seller
By: Olympic Steel Receivables, Inc.,
its managing member
By: /s/ Richard T. Marabito
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Name: Richard T. Marabito
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Title: Vice President
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OLYMPIC STEEL RECEIVABLES, Inc.,
as the managing member of the Seller
By: /s/ Richard T. Marabito
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Name: Richard T. Marabito
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Title: Vice President
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OLYMPIC STEEL, INC., as Initial
Master Servicer
By: /s/ Richard T. Marabito
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Name: Richard T. Marabito
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Title: Treasuer
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CLIPPER RECEIVABLES CORPORATION,
as Purchaser
By: /s/ Tiffany Percival
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Name: Tiffany Percival
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Title: Secretary
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STATE STREET CAPITAL CORPORATION,
as Administrator
By: /s/ Paulina Girsen
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Name: Paulina Girsen
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Title: Associate
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NATIONAL CITY BANK,
as Relationship Bank
By: /s/ Donald B. Hayes
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Name: Donald B. Hayes
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Title: Vice President
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ACKNOWLEDGED AND AGREED:
NATIONAL CITY BANK, as a
Liquidity Bank
By: /s/ Donald B. Hayes
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Name: Donald B. Hayes
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Title: Vice President
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MELLON BANK, N.A., as a
Liquidity Bank
By: /s/ Michael C. Haines
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Name: Michael C. Haines
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Title: Banking Officer
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PNC BANK, NATIONAL ASSOCIATION, as
a Liquidity Bank
By: /s/ Mark Rutherford
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Name: Mark Rutherford
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Title: Vice President
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COMERICA BANK, as a Liquidity Bank
By: /s/ Brian Dragon
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Name: Brian Dragon
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Title: Vice President
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STATE STREET BANK & TRUST COMPANY, as
Credit Bank
By: /s/ Paulina Girsen
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Name: Paulina Girsen
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Title: Associate
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By: /s/ Hasham Malik
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Name: Hasham Malik
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Title: Assistant Vice President
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